AMENDMENT AND TERMINATION OF AGREEMENT

Exhibit 10.4.1

AMENDMENT AND TERMINATION OF AGREEMENT

Reference is made to the agreement entered into as of November 16, 1994, by and between THE FAUQUIER BANK, a Virginia banking corporation (the Bank), and C. HUNTON TIFFANY (the Executive) and amended June 13, 1997 (as amended, the Agreement).

WHEREAS, the Bank and the Executive entered into the Agreement, which provided for compensation and other benefits to the Executive in certain events;

WHEREAS, the Executive retired from full-time employment with the Bank effective May 31, 2004, but is continuing to provide services to the Bank as a “working&rdquo