UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Amendment No. 2 to

FORM 10-K





Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

Commission File Number 001-32968





HAMPTON ROADS BANKSHARES,
INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Virginia                                                       |  | 54-2053718                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|999 Waterside Dr., Suite 200 Norfolk, Virginia                 |  | 23510                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(757) 217-1000

(Registrants telephone number, including area code)





Securities registered
pursuant to Section 12(b) of the Act:



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of each class                      |  | Name of each exchange on which registered
|Common Stock, par value $0.625 per share |  | The Nasdaq Stock Market                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the 11,177,119 voting shares held by non-affiliates based on the last sales price of $12.49 as of June 30, 2008 as recorded by Registrar and Transfer Company was $139,602,221.

The number of shares outstanding of the issuers common stock as of March 1, 2009 was 21,796,224 shares of Common Stock, par value $0.625 per share.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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EXPLANATORY NOTE

This Amendment No. 2 (Amendment No. 2) of Hampton Roads Bankshares, Inc. (the Company) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2008 (the Form 10-K), originally filed March 30, 2009, corrects certain information related to executive compensation contained in Part III of the Form 10-K, which such information was filed by amendment on April 30, 2009.
Amendment No. 2 is intended to replace Amendment No. 1 in its entirely.

Except as modified herein, no other information in the
Form 10-K is being modified or amended by Amendment No. 2, and unless indicated otherwise, Amendment No. 2 does not reflect events occurring after March 30, 2009, which is the filing date of the Form 10-K. Accordingly, Amendment
No. 2 should be read in conjunction with the Form 10-K and the Companys other filings with the SEC. This Amendment No. 2 consists solely of the preceding cover page, this explanatory note, Part III (Items 10, 11, 12, 13 and 14), the
signature page and the certifications required to be filed as exhibits to this Amendment No. 2.



2



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

DIRECTORS

The following sets forth the names, ages and business experience for the past five years of each of the
Companys directors, the date each became a director and their respective term of office.



|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                |  |                
|-------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------
|Name                 |  | Age |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Director Since |  | Term Expires in
|Douglas J. Glenn     |  | 42  |  | Director, Executive Vice President, Chief Operating Officer and General Counsel of the Company and The Bank of Hampton Roads (the Bank). He was appointed Executive Vice President and
General Counsel effective November 1, 2007. He became Chief Operating Officer on February 10, 2009. He had been a director of the Company since March 2006. Prior to joining the Company, Mr. Glenn practiced law for sixteen years at
Pender & Coward, P.C., Virginia Beach, Virginia. |  | 2006           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|William Brumsey, III |  | 67  |  | Director of the Company and was formerly a director of Gateway Financial Holdings, Inc. (Gateway) from 1998-2008. He is also an Attorney-at-Law with Brumsey & Brumsey, PLLC,
Currituck, N.C.                                                                                                                                                                                                                                                                                  |  | 2008           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Robert Y. Green, Jr  |  | 61  |  | Director of the Company and was formerly a director of Gateway from 2004 -2008. He is also Chief Executive Officer, Caliper, Inc., Virginia Beach, Virginia.                                                                                                                                                                                                                                                                                                                     |  | 2008           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Billy G. Roughton    |  | 63  |  | Director of the Company and was formerly a director of Gateway from 2005 -2008. He was also the Chairman of the Board of Directors of Gateway Bank & Trust Co. (Gateway Bank) from
January, 2009  May 8, 2009. He is also President & CEO, BGR Development, Inc., Southern Shores, North Carolina.                                                                                                                                                                            |  | 2008           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Ollin B. Sykes       |  | 58  |  | Director of the Company and was formerly a director of Gateway from 2003 - 2008. He is President, Sykes & Company, P.A., Edenton, N.C. He is also a Certified Management Accountant and a
Certified Public Accountant. He has also been a director of Charles & Colvard, Inc. since 2008.                                                                                                                                                                                        |  | 2008           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Frank T. Williams    |  | 73  |  | Director of the Company and was formerly a director of Gateway from 1998-2008. He is also President and Chief Executive Officer, Frank T. Williams Farms, and affiliated companies, Virginia
Beach, Virginia.                                                                                                                                                                                                                                                                    |  | 2008           |  | 2009           
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Jerry T. Womack      |  | 69  |  | Director of the Company and was formerly a director of Gateway from 2000-2008. He is also President and Chief Executive Officer, Suburban Grading & Utilities, Inc., Norfolk,
Virginia.                                                                                                                                                                                                                                                                                          |  | 2008           |  | 2009           



3



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|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                              |  |      |  |     
|------------------------- |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ----
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Scott C. Harvard          |  | 54 |  | Director of the Company and Executive Vice President for Delmarva Operations, positions he assumed in 2008. Harvard is also President and CEO of Shore Bank, positions held since 1985. He was
also a director of Shore Financial Corporation (Shore) from 1985-2008. Harvard has served as Chairman of Federal Home Loan Bank of Atlantas Board of Directors since 2007. |  | 2008 |  | 2009
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Henry P. Custis, Jr.      |  | 63 |  | Director of the Company and was formerly the Chairman of the Board of Shore from 1997-2008. He is also the Chairman of the Board of Directors of Shore Bank and a Partner at Custis, Lewis &
Dix, a law firm located in Accomac, Virginia.                                                                                                                                   |  | 2008 |  | 2009
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Richard F. Hall, III      |  | 55 |  | Director of the Company and was formerly a director of Shore from 1997-2008. Owner, Loblolly Farms, Accomac, Virginia; Owner, Seaside Produce, Accomac, Virginia.                                                                                                                                                                                                            |  | 2008 |  | 2009
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Patrick E. Corbin         |  | 55 |  | He is a director of the Company, a Certified Public Accountant and President of Corbin & Company, Chesapeake, Virginia.                                                                                                                                                                                                                                                      |  | 2009 |  | 2009
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|William A. Paulette       |  | 61 |  | Director of the Company and was formerly a director of Gateway. He is founder, CEO and President of KBS, Inc., Richmond, Virginia. He was also a director of the Bank of Richmond from 1998-2008.                                                                                                                                                                            |  | 2009 |  | 2009
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Herman A. Hall, III       |  | 60 |  | Director of the Company and Managing Member, Hallmark Development, LLC., Virginia Beach, Virginia.                                                                                                                                                                                                                                                                           |  | 1987 |  | 2010
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|W. Lewis Witt             |  | 66 |  | Director of the Company and Owner-Inner-View, Ltd., Chesapeake, Virginia.                                                                                                                                                                                                                                                                                                    |  | 1992 |  | 2010
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Robert R. Kinser          |  | 57 |  | Law, Basnight, Kinser, Telfyan, Leftwich & Nuckolls, P.C., Chesapeake, Virginia.                                                                                                                                                                                                                                                                                             |  | 2006 |  | 2010
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Jordan E. Slone           |  | 47 |  | Director of the Company and Chairman and Chief Executive Officer, Harbor Group International, Norfolk, Virginia.                                                                                                                                                                                                                                                             |  | 2006 |  | 2010
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Roland Carroll Smith, Sr. |  | 68 |  | Director of the Company and President and Chief Executive Officer, Hearndon Construction Corporation, Chesapeake, Virginia.                                                                                                                                                                                                                                                  |  | 2006 |  | 2011
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Bobby L. Ralph            |  | 69 |  | Director of the Company. He was also the Mayor of the City of Suffolk from 2004-2006 and a Council Member of the City of Suffolk from 2002-2006.                                                                                                                                                                                                                             |  | 1997 |  | 2011
|                          |  |    |  |                                                                                                                                                                                                                                                                                                                                                                             
|Emil A. Viola             |  | 73 |  | Chairman of the Board of the Company and Chairman of the Board-Treasurer, Vico Construction Corporation                                                                                                                                                                                                                                                                      |  | 1987 |  | 2011



4



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EXECUTIVE OFFICERS

The following sets forth the names, ages and business experience for the past five years of the Companys executive officers and the date each executive officer became employed by the Company, other than the ones
listed above under Directors above.



| |  |  | Julie R. Anderson, 50, has been employed by The Bank since 1999. She was promoted from Senior Vice President and Chief Credit Officer to Executive Vice President
and Chief Credit Officer in November 2007. She has worked in practically all facets of the banking industry, including commercial, consumer, dealer and construction lending.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lorelle L. Fritsch, 42, is the Companys Senior Vice President and Chief Accounting Officer, positions she assumed in 2004. Ms. Fritsch also acted as the
Chief Financial Officer of the Company from August 2008 to February 2009 and the Bank from August 2007 to August 2008.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tiffany K. Glenn, 39, has worked for the Bank since 1993 in various positions, including accounting, stock transfer, and marketing. She was promoted to Senior Vice
President, Marketing Officer, and Corporate Secretary in 1999 and Executive Vice President, Investor Relations Officer, and Corporate Secretary in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Renee R. McKinney, 44, has been employed by the Bank since its inception. She has worked in practically all facets of the banking industry and was promoted to
Senior Vice President and Branch Administrator in 1998 and Executive Vice President and Chief Operations Officer in 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | David R. Twiddy, 51, has served as Executive Vice President of the Company since December 31, 2008. He also has served as President of Gateway Bank since March
2005 and President and Chief Executive Officer since December 31, 2008. He has also served as President of Gateway Investment Services, Inc. since January 2000. Prior to March 2005, he served as a Senior Executive Vice President of the
Gateway Bank since January 2000 and as President of Gateway Insurance Services, Inc. from January 2000 until September 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Neal A. Petrovich, 47, has been employed by the Company as its Executive Vice President and Chief Financial Officer since February 2009. Prior to joining the
Company, Mr. Petrovich held various positions with American National Bankshares, Inc. (American National), the holding company to American National Bank and Trust Company (the Trust Company), and the Trust Company. Most
recently, he was the Senior Vice President, Chief Financial Officer, Treasurer and Secretary of American National and Executive Vice President, Chief Financial Officer, and Cashier of the Trust Company, positions he assumed at the end of 2005; prior
thereto, from 2004 to 2005, he was the Senior Vice President, Chief Financial Officer and Cashier of the Trust Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Family
relationships

Douglas J. Glenn, Executive Vice President, Chief Operating Officer, General Counsel and Director is married to Tiffany
K. Glenn, Secretary, Executive Vice President and Investor Relations Officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section l6(a) of the Securities Exchange Act of 1934, as amended, requires directors, executive officers and persons who beneficially
own more than 10% of the Companys common stock to file initial reports of ownership and reports of changes in beneficial ownership with the SEC. Such persons are also required to furnish the Company with copies of all Section 16(a) forms
they file.



5



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Based solely on a review of the copies of such forms furnished to the Company, the Company believes that
all Section 16(a) filing requirements applicable to its directors, executive officers and greater than 10% beneficial owners were complied with in 2008, except for the following. Form 3s were not timely filed by Scott C. Harvard, Henry P.
Custis, Jr., Richard F. Hall, III, D. Ben Berry, William Brumsey, III, Robert Y. Green, Jr., Billy G. Roughton, Frank T. Williams, Ollin B. Sykes, Jerry T. Womak and David R. Twiddy. In addition, Form 4s were not timely filed by Robert R. Kinser and
Jordon E. Sloan.

The Company has a Code of Ethics for its senior financial officers and the Chief Executive Officer. The Code of Ethics
covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. The Audit Committee has also adopted a policy pursuant to the Companys Audit Committee Charter that
establishes procedures for employees to communicate concerns about questionable accounting or auditing matters or other improper activities directly to the Audit Committee through its designee.

Any waivers of, or amendments to, the Code of Ethics will be disclosed through the timely filing of a Form 8-K with the Securities and Exchange
Commission. A copy of the Companys Code of Ethics can be obtained, without charge, through written communications addressed to Attn: Tiffany K. Glenn, Executive Vice President, Investor Relations Officer and Corporate Secretary, Hampton Roads
Bankshares, Inc., 999 Waterside Dr., Suite 200, Norfolk, VA 23510.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

Particularly during this challenging environment for banking services and the depressed market for bank stocks, our Compensation
Committee and management believe that shareholder value must drive executive compensation decisions. While our compensation philosophy has been to maintain a competitive compensation package to attract qualified executive officers, we have a
pay-for-performance program that bases compensation decisions on the financial performance of the Company. Due to economic conditions, our Companys return to shareholders during 2008 was not what management or our Board of Directors is
accustomed to. Even though our performance was favorable when compared to our peer banks, management recommended and the Compensation Committee agreed that our executive compensation should reflect our shareholder returns so that our executive
officers interests are aligned with those of our shareholders.

Our recent mergers have also factored into our executive compensation
program. The June 30, 2008 merger combined the Companys and Shores executive management teams and the December 31, 2008 merger combined the Companys and Gateways management teams. Both mergers brought together
different executive compensation programs.

The following plans of Shore were assumed by the Company in connection with its acquisition of
Shore: the Shore Financial Corp. 2001 Stock Incentive Plan and the Shore Financial Corp. 401(k) Plan (the Shore 401(k) Plan). The following plans of Gateway were assumed by the Company in connection with its acquisition of Gateway
Financial Holdings, Inc.: the Gateway Bank and Trust Company Employees Savings & Profit Sharing Plan And Trust (the Gateway 401(k) Plan), the 1999 Incentive Stock Option Plan of Gateway Financial Holdings, Inc., the 1999
Non-Statutory Stock Option Plan of Gateway Financial Holdings, Inc., the 2001 Non-Statutory Stock Option Plan of Gateway Financial Holdings, Inc., the 2005 Omnibus Stock Ownership and Long Term Incentive Plan of Gateway Financial Holdings, Inc. and
the 1999 Bank of Richmond Stock Option Plan of Gateway Financial Holdings, Inc.



6



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During 2008, our Compensation Committee established new objectives aimed at transitioning the newly
acquired management teams into the Company. These objectives consisted of:



| |  |  | continuing to compensate our named executives for 2008 in a manner consistent with the legacy compensation programs;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | rewarding our executive officers for their extraordinary efforts in consummating the mergers and integrating the companies; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | retaining and motivating our executives during the integration period following the merger.
| | - |  | -------------------------------------------------------------------------------------------

The Compensation Committee reviews the compensation, including salaries, bonuses, employee benefits, executive incentive plans, policies, practices and
programs, for the Companys executive officers. We evaluate the performance of the Companys Chief Executive Officer, and with the assistance of the Chief Executive Officer, the performance of the other executive officers.

Our intent is to offer compensation packages that will attract and retain high quality personnel for our organization. We want to provide our employees
with incentives that will align their interests with the long term and short term goals of the organization as a whole. Several components of our compensation packages include vesting periods and stock ownership which are designed to promote loyalty
and longevity among employees. We wish to reward those employees who are excelling in their respective positions and, by so doing, enhance the future profitability of our company.

Our compensation packages currently consist of the following elements:

Salary: We consider many factors in determining the salary component for each of the executive officers. Because one of our objectives is to attract and retain high quality personnel, we conduct surveys of
other financial institutions within our region taking into account asset size and revenue base to ensure that we are comparing ourselves to similar organizations. We then compute a range of salaries for each of the executive officer positions using
the salary paid to executives with similar job responsibilities at these surveyed financial institutions. Salary for each executive officer is then determined based on his or her individual and group responsibilities and achievements during the
preceding year and include judgments based on performance evaluations, regulatory examination results, efficiency in performance of duties, and demonstrated leadership skills. Decisions to increase or decrease compensation materially from the prior
period are influenced by the amount of new responsibilities taken on by the executive officers and their contributions to the profitability of the Company.

When determining the 2008 salary for the Chief Executive Officer and the other executive officers, we measured the following financial accomplishments during 2007:



|a) | An increase in net income of 13% over 2006.
|-- | -------------------------------------------



|b) | An increase in book value per share of 4% over 2006.
|-- | ----------------------------------------------------



|c) | An increase in assets of 18% over 2006.
|-- | ---------------------------------------



|d) | An increase in loans of 27% over 2006.
|-- | --------------------------------------



|e) | An increase in deposits of 19% over 2006.
|-- | -----------------------------------------

We also
factored in the following non-financial accomplishments during 2007:



|a) | The award of a 5-Star safety rating by BauerFinancial as well as the award of an A by TheStreet.com Ratings. Both ratings signify excellent financial stability for our
customers.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) | The addition of our eighteenth branch location in the Edinburgh section of Chesapeake, Virginia.
|-- | ------------------------------------------------------------------------------------------------

The executive officers do not play a role in the compensation process except for the former Chief



7



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Executive Office, Jack W. Gibson, who would present information regarding the other executive officers to the compensation committee for their consideration.
Mr. Gibson was never present while the compensation committee deliberated on his compensation package.

Employment Agreements:We had an employment agreement with Mr. Gibson which was automatically renewable in five year increments and renewed automatically in 2007. This agreement was terminated on May 18, 2009, pursuant to Mr. Gibsons retirement
from the Company on that date. Mr. Gibsons salary was determined each year by the compensation committee, but in no event was to be less than $50,000. Mr. Gibsons employment agreement also provided that Mr. Gibson may
receive other compensation and benefits as the board of directors elects to provide to all of our employees.

In connection with his
retirement, Mr. Gibson entered into a separation agreement with the Company (the Separation Agreement). Under the Separation Agreement, the Company agreed to grant Mr. Gibson the option, on the latter of January 4, 2010 or
such date as the Company is permitted to do so by law (Option Date), to require the Company to purchase 100,000 of his shares of the Company, free and clear of all liens, for the closing price of the Companys stock on the Option
Date. Should Mr. Gibson elect this option, the purchase price for said shares will be paid in twelve (12) equal monthly installments with the first installment being paid to the Executive on the Option Date.

Mr. Gibson will retain his benefits under the following Company plans: Supplemental Retirement Plan, 401(k), Executive Savings, Stock Options,
Restricted Stock, and Director Deferred Compensation (Benefit Plans), to the extent permitted by law. Benefits under said Benefit Plans will be paid to Mr. Gibson in accordance with the applicable plan terms.

Mr. Gibson will also provide consulting services to the Company as an independent contractor for a period of three years (the Consultancy
Period) for the total sum of $1,300,000.00, to be paid in the amount of $600,000.00 beginning on May 18, 2009 and $700,000.00 on January 1, 2010. Mr. Gibson may also elect to continue participation in the Companys medical
plans as provided by COBRA. If he so chooses, the Company will pay 100% of Mr. Gibsons COBRA premiums for 18 months. In addition, Company agreed to turn over ownership of a Company vehicle Mr. Gibson had been using for business
purposes. Further, during the Consulting Period, the Company agreed to reimburse Mr. Gibson for his membership dues at Greenbrier Country Club. Mr. Gibson is also subject to a non-solicitation, confidentiality, and non-competition
agreement.

Mrs. Fritsch previously entered into a five year employment contract with the Bank, which includes payment of a severance
amount in the event of a change in control of the Company, which may be paid unless the Treasury Department or other government agency issues guidance that would prohibit such payments, such as EESA and ARRA. This contract was amended as of
July 23, 2008, to make the Company a party in addition to the Bank. The severance amount will be equivalent to the three times the average of her previous three years salary minus one dollar payable over a sixty month period. Mrs.
Fritschs employment contract will renew in five year increments. The Company had a similar agreement with Mr. Fulton.

During
2008, the Company entered into amendments to the employment agreements with Jack W. Gibson and Donald W. Fulton, Jr. to reflect provisions required by Section 409A of the Internal Revenue Code of 1986, as amended (the Code). The
amendments to Mr. Gibsons and Mr. Fultons employment agreement also reflect such executives employment relationship not only with the Bank but also with the Company.

Upon the closing of the acquisition of Shore, the Company and Shore Bank entered into an employment agreement with Scott C. Harvard. The agreement has a
term of sixty (60) months with an initial base salary of $250,000. The agreement restricts Mr. Harvard from employment that competes with Shore Bank for one year following termination of employment. In addition, he is restricted from the



8



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solicitation of business of Shore Banks customers and solicitation of employment of Shore Banks employees for a period of one year following
termination of employment. The agreement further prohibits the disclosure of proprietary information. In addition, the Company entered into a restrictive covenant agreement with Mr. Harvard that restricts Mr. Harvard from employment that
competes with the Company and any of its affiliates for a period of time specified in the covenant. Mr. Harvard received $175,000 in compensation for entering into the covenant.

On December 31, 2008, the Company entered into an employment agreement with Mr. Berry. This agreement was terminated on April 14, 2009,
pursuant to Mr. Berrys resignation from the Company on that date. The agreement had a term of thirty-six (36) months with an initial base salary of $500,000. The agreement provided for certain payments under specified circumstances
including a change in control of the Company. The agreement restricted Mr. Berry from employment that competes with the Company or any of its subsidiaries for one year following termination of employment. In addition Mr. Berry is
restricted from the solicitation of business of the Companys or any of its affiliates customers and solicitation of employment of the Companys or any of its affiliates employees for a period of one year following termination
of employment. The agreement further prohibits the disclosure of proprietary information. In addition, the Company entered into a restrictive covenant agreement with Mr. Berry that restricts Mr. Berry from employment that competes with the
Company and any of its affiliates for a period of time specified in the covenant. Mr. Berry received $500,000 in compensation for entering into the covenant.

On December 31, 2008, Gateway Bank. entered into an employment agreement with David R. Twiddy. The agreement has a term of thirty-six (36) months with an initial base salary of $425,000. The agreement
provides for certain payments under specified circumstances including a change in control of the Company. The agreement restricts Mr. Twiddy from employment that competes with the Company or any of its subsidiaries for one year following
termination of employment. In addition Mr. Twiddy is restricted from the solicitation of business of the Companys or any of its affiliates customers and solicitation of employment of the Companys or any of its affiliates
employees for a period of one year following termination of employment. The agreement further prohibits the disclosure of proprietary information. In addition, the Company entered into a restrictive covenant agreement with Mr. Twiddy that
restricts Mr. Twiddy from employment that competes with the Company and any of its affiliates for a period of time specified in the covenant. Mr. Twiddy received $425,000 in compensation for entering into the covenant.

Incentive Plan: In order to focus our executive officers attention on the profitability of the organization as a whole, we pay cash
incentives based upon our annual financial performance as measured by return on average assets. No bonuses were paid to executive officers under this plan during 2008.

2006 Stock Incentive Plan: We strongly encourage all directors and employees to own stock in the Company. We feel that stock ownership among employees fosters loyalty and longevity and is an excellent method
for aligning employee interests with the long term goals of the organization and our shareholders. To facilitate stock ownership, the Compensation Committee of the board of directors adopted the 2006 Stock Incentive Plan on March 14, 2006. This
plan was approved by the shareholders of the Company at the April 25, 2006 Annual Meeting of Shareholders. Under the plan, shares of our common stock may be issued to our directors, officers, key employees, consultants and advisors in the form
of restricted stock awards, incentive stock awards, incentive stock options and non-statutory stock options. Each type of award under the plan is subject to different requirements and the awards may be conditioned by the performance of the officers
and their contribution to the performance of the Company. The plan provides that no person shall be granted incentive stock options worth more than $100,000 based on their exercise price or 50,000 shares of restricted stock or stock options during
any calendar year.



9



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During 2008, stock options and stock awards were granted on a case by case basis. Jack W. Gibson was
awarded 9,352 shares of restricted stock and Lorelle L. Fritsch was awarded 2,647 shares of restricted stock on December 2, 2008. These stock awards vest over twelve months. Scott C. Harvard was awarded 10,000 nonqualified and 8,000 incentive
stock options as part of his employment contract.

Executive Savings Plan: We have implemented an Executive Savings Plan with
executive officers and certain other officers whereby an initial contribution of the officers salary made by the officer will be matched 100% each year by us as long as the officers employment with us continues and the officer is in good
standing. The total expense to the Company for the Executive Savings Plan match during 2008 was $241,759. The purpose of this plan is to promote employment longevity and to provide key employees with a retirement savings vehicle. Contributions into
this plan may be used to purchase employer stock or may be placed in savings accounts for the benefit of each individual participant. Dividends paid on common stock held in the plan are reinvested. Amounts may only be withdrawn from the plan upon
termination of employment at which time the participant may elect to take the distribution as a lump sum payment or in annual installments. The plan also provides for additional payments to be made to the officers upon termination of employment
following a change of control of the Company. Additional information regarding these payments can be found further in this document.

Profit Sharing Plan: We provide defined contribution 401(k) plans at each of our subsidiary banks. Under the Bank of Hampton Roads 401(k) plan, all employees who are 21 years of age and have completed one year of service are
eligible to participate. Participants may contribute up to 20% of their compensation, subject to statutory limitations and the Company matches 100% of the employees contributions up to 4% of salary.

Under the Shore Bank 401(k) plan, all employees who are 18 years of age and have completed 3 months of service are eligible to participate. Participants
may contribute up to 15% of their compensation and the Company matches 100% up to 3% of the employees contributions and 50% of the next 3%. The Company may also make an additional discretionary contribution to both plans.

Under the Gateway 401(k) Plan, all employees over the age of 18 are eligible to participate and executive officers participate in the Gateway 401(k) Plan
on the same basis as all other eligible employees. 100% of the contributions to the 401(k) Plan are matched up to 6% of the employees compensation.

Supplemental Retirement Agreements: We entered into a Supplemental Retirement Agreement with Jack W. Gibson on January 1, 1993. The purpose of the agreement was to provide retirement benefits for
Mr. Gibson that will reward his years of service to the Company. Under this agreement, Mr. Gibson is eligible to receive an annual benefit payable in 15 installments equal to 50% of his benefit computation base following the attainment of
his plan retirement date, November 9, 2010. The benefit computation base is calculated as his average compensation including bonuses from us over the three highest compensation completed calendar years prior to the year during which the Plan
Retirement Date occurs. The estimated annual benefits payable upon retirement at the plan retirement date are $357,826. Mr. Gibson became fully vested in the plan in January 2008.

On May 27, 2008, the Bank and Mr. Gibson entered into an amendment to Mr. Gibsons Supplemental Retirement Agreement. The amendment
reflects provisions required by Section 409A of the Code and clarified the benefits to be paid in the event of Mr. Gibsons death prior to retirement.

We entered into a Supplemental Retirement Agreement with D. Ben Berry on December 24, 2008. The purpose of the agreement was to provide retirement benefits for Mr. Berry that will reward his years of service
to the Company. Under this agreement, Mr. Berry was eligible to receive an annual benefit payable in 15 installments equal to 70% of his benefit computation base following the attainment of his plan retirement date, November 9, 2019. The
benefit computation base is calculated as his average



10



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compensation including bonuses from us over the three highest compensation completed calendar years prior to the year during which the Plan Retirement Date
occurs. This agreement was terminated on April 14, 2009, pursuant to Mr. Berrys resignation from the Company on that date.

Gateway Bank entered into a Supplemental Retirement Agreement with David R. Twiddy on December 24, 2008. The purpose of the agreement is to provide a retirement vehicle for Mr. Twiddy that will reward his years of service to
Gateway Bank. Under this agreement, Mr. Twiddy is eligible to receive an annual benefit payable in 15 installments equal to 70% of his benefit computation base following the attainment of his plan retirement date, September 24, 2022. The
benefit computation base is calculated as his average compensation including bonuses from us over the three highest compensation completed calendar years prior to the year during which the Plan Retirement Date occurs.

Supplemental Executive Retirement Plan: The Bank adopted a Supplemental Executive Retirement Plan (SERP) in 2005. The only Named
Executive Officer currently participating in the SERP is Lorelle Fritsch. The SERP provides participating executives a retirement benefit payable annually for fifteen (15) years commencing upon the first month after such executive attains age
65. The normal retirement benefit under the SERP shall be an amount equal to $750,00 payable to the executive in fifteen (15) annual installments of $50,000. The benefits shall, to the extent in compliance with applicable law, vest ratably from
the date of the sixtieth month of participation in the SERP through the executive attaining age 65.

Deferred Compensation
Agreement: Shore Bank entered into a deferred compensation agreement with Scott C. Harvard. Under the terms of the agreement, $400,000 of Mr. Harvards retention bonus was deferred. Future deferral amounts are to be calculated based
upon the performance, as defined in the agreement, of Shore Bank. Payments under the deferred compensation agreement will begin at the earlier of ten years from the date of the agreement or the date on which Mr. Harvards employment with
Shore Bank and its affiliates ceases.

Donald W. Fulton, Jr. did not entered into any supplemental retirement agreements with the Company
nor did he participate in the SERP. Mr. Fulton resigned from the Company on July 31, 2008.

Perquisites and other
benefits. In addition to the benefits described above, we provide our executive officers with certain other perquisites that the Compensation Committee considers to be usual and customary within our peer group to remain competitive in the market
for experienced management. For instance, named executive officers receive partial reimbursement from the Company of their country club expenses and the use of an automobile. Gateway paid premiums for dependent health insurance coverage for its
executive officers and reimburses executive officers for the payment of federal and state income taxes imposed as a result of the grant of restricted stock.

Split Dollar Arrangements. Gateway Bank is a party to Split Dollar Agreements with Mssrs. Berry and Twiddy, which provide for the division of the death proceeds of certain life insurance policies on the lives
of the participating officers, which are owned by Gateway Bank, with the designated beneficiary of each insured participating officer. Under the Split Dollar Agreements, if the officer dies, his beneficiary shall be entitled to a fixed cash benefit
from Gateway Bank. The amounts are approximately $2,659,300 for Mr. Berry and $2,535,500 for Mr. Twiddy. Gateway Bank is not permitted to sell, surrender, or transfer ownership of any life insurance policy without replacing the policy with
a comparable policy to cover the benefit provided by the Split Dollar Agreement. Gateway Bank may not terminate or amend the Split Dollar Agreements without the officers consent. All life insurance policies are subject to the claims of
creditors.

US Treasury Capital Purchase Program Limitations on Executive Compensation. In 2008, the Company elected to participate
in the United States Department of the Treasurys Capital Purchase Program (CPP), which is part of what is commonly known as TARP, by selling preferred stock and



11



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warrants to the Treasury. As a condition to participating in the CPP, each participating company was required to agree to certain limits on executive
compensation. Before electing to participate in the CPP, we carefully considered these limitations and concluded that they are not inconsistent with, and would not unduly interfere with, our compensation philosophy or our compensation plans and
programs.

The Company has agreements with Jack W. Gibson, Lorelle L. Fritsch, Scott Harvard, David Twiddy and Ben Berry which: authorize
the Company or the applicable subsidiary of the Company to amend his or her compensation, bonus, incentive, and other benefit plans and arrangements and agreements as necessary to comply with the requirements of Section 111(b) of the EESA and
the TARP Capital Purchase Program; and waives any and all claims against the U.S. Treasury and against the Company for those changes that the Company shall make to its compensation and benefit programs to allow the Company to comply with
Section 111(b) of EESA in conjunction with its participation in the U.S. Treasurys TARP Capital Purchase Program.

In February
2009, the US Congress enacted the American Recovery and Reinvestment Act of 2009, (ARRA) which imposes additional compensation restrictions on institutions that participate in the CPP. This law requires the Secretary of the Treasury to
establish compensation standards, some of which appear to require limitations that exceed the limitations agreed to by our five senior executive officers and that appear to be inconsistent with our contractual obligations to these officers and other
highly compensated employees. The Secretary of the Treasury has not issued regulations that implement these provisions of the ARRA. Consequently, it is premature for us to predict how these provisions of the ARRA may affect our compensation plans
and policies.

2008 Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management and, based upon that discussion, we recommend that the section be included in the Companys annual report on Form 10-K and
proxy statement.

Emil A. Viola, Chairman

Herman A. Hall, III

W. Lewis Witt

Summary Compensation Table

The following table shows the compensation of our principal executive
officer and principal financial officers, as well as our three most highly compensated executive officers (other than our principal executive officer and principal financial officers) during the year. References throughout this report to our
named executive officers or named executives refer to each of the individuals named in the table below. In accordance with SEC rules, in determining our three most highly compensated executive officers, other than our
principal executive officer and principal financial officer, we used compensation paid to those executive officers who became executive officers via mergers, from June 1, 2008 (the effective date of the Shore merger) through December 31,
2008 (in the case of Scott Harvard) and on December 31, 2008 (in the case of David Twiddy and Ben Berry), the respective date of the Gateway merger. However, we have included compensation information for all of 2008 in the Summary
Compensation Table and other compensation tables to provide a better understanding of the total compensation that the named officers earned in 2008.



12



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|                                     |  |               |  |            |                        |           |         |                    |           |                     |            |                                         |                   |                                                                          |                       |                          |                       |     |          |                            
|------------------------------------ |  | ------------- |  | ---------- | ---------------------- | --------- | ------- | ------------------ | --------- | ------------------- | ---------- | --------------------------------------- | ----------------- | ------------------------------------------------------------------------ | --------------------- | ------------------------ | --------------------- | --- | -------- | ---------------------------
|Name and Principal Position          |  | Year          |  | Salary ($) |                        | Bonus ($) |         | StockAwards (g)($) |           | OptionAwards (h)($) |            | Non-EquityIncentive PlanCompensation($) |                   | Change inPension ValueandNonqualifiedDeferredCompensationEarnings (i)($) |                       | All OtherCompensation($) |                       |     | Total($)
|                                     |  |               |  |            |                        |           |         |                    |          
|Jack W. GibsonVice Chairman and CEO  |  | 20082007 2006 |  | $          | 530,000460,000 410,000 |           |      |                    | 79,500  |                     |  58,320  |                                         |   165,600174,250 |                                                                          | 517,851402,815349,655 |                          | 195,811101,898 86,044 | (a) |          | 1,322,8921,130,3131,078,269
|                                     |  |               |  |            |                        |           |         |                    |          
|Donald W. Fulton, Jr.SVP and CFO (j) |  | 20082007 2006 |  |            | 102,083160,000 140,000 |           |      |                    |        |                     |   16,200 |                                         |   57,60059,500   |                                                                          |                    |                          | 46,03940,559 33,244   | (b) |          | 148,122258,159248,944      
|                                     |  |               |  |            |                        |           |         |                    |          
|Lorelle L. FritschSVP and CFO (k)    |  | 2008          |  |            | 131,907                |           |        |                    | 22,500    |                     |           |                                         |                  |                                                                          | 15,046                |                          | 44,022                | (c) |          | 213,475                    
|                                     |  |               |  |            |                        |           |         |                    |          
|Scott Harvard                        |  | 2008          |  |            | 233,500                |           |        |                    |          |                     |           |                                         |                  |                                                                          |                      |                          | 867,258               | (d) |          | 1,100,758                  
|                                     |  |               |  |            |                        |           |         |                    |          
|David Twiddy                         |  | 2008          |  |            | 425,000                |           | 130,000 |                    | 80,000    |                     | 0          |                                         | 0                 |                                                                          | 0                     |                          | 855,307               | (e) |          | 1,490,307                  
|                                     |  |               |  |            |                        |           |         |                    |          
|D. Ben Berry                         |  | 2008          |  |            | 750,000                |           | 250,000 |                    | 251,000   |                     | 0          |                                         | 0                 |                                                                          | 0                     |                          | 1,244,261             | (f) |          | 2,495,261                  



|(a) | For 2008, this amount includes $11,779 Rabbi Trust dividends, a $52,200 Executive Savings Plan contribution, $255 in interest earned on Executive Savings Plan, $5,499 in 401(k)
Profit Sharing, a $9200 401(k) match, Greenbrier Country Club dues of $4,266, $79,500 in non-vested dividends, and personal use of an automobile in the amount of $1,412. Also includes the following fees for acting as a director of the Company:
$8,250 in cash and a $23,450 stock award. Mr. Gibson resigned on May 18, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | For 2008, this amount includes $1,451 Rabbi Trust dividends, $18,850 Executive Savings Plan contribution, $3,580 in interest earned on Executive Savings Plan, a $4,354 401(k) match,
personal use of an automobile in the amount of $2804 and $15,000 received for consulting services rendered to the Company after his retirement on July 31, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | This amount includes $424 Rabbi Trust Dividends, $8,575 Executive Savings Plan contribution, $3003 in interest earned on Executive Savings Plan, $3,169 in 401(k) Profit Sharing, a
$5,302 401(k) match, $22,500 in non-vested dividends and personal use of an automobile in the amount of $1,049.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Includes compensation received in connection with the Shore acquisition, $244,000 of which was paid by Shore, $172,704 of which was paid by the Company and $400,000
of which was deferred. Also includes the following other compensation items paid by Shore: $15,255 in whole life insurance
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---

| | premiums, $5,009 in group term life insurance premiums, $5,540 for personal use of a company automobile and $2,900 in country club dues. Also includes the
following director fees paid by Shore through 5/31/08 and fees paid by the Company through December 31, 2008: $13,823 in cash and a $8,027 stock award.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Includes Gateways payment of the following compensation: a $8,290 tax gross-up payment related to taxable fringe benefits, a $59,010 tax gross-up payment related to the
vesting of restricted stock, a $14,300 401(k) match, a $1,145 auto allowance, and payment of the of following country club dues: $2,100 to The Pine Lakes Country Club and $840 to the Town Center City Club. The total also includes $425,000
Mr. Berry received as compensation for entering into a restrictive covenant agreement with the Company ($358,500 of which was paid by Gateway and $42,500 of which was paid by the Company) and an additional $344,622 to cover taxes due on the
restrictive covenant payment ($302,984 of which was paid by Gateway and $41,638 of which was paid by the Company).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Includes Gateways payment of the following compensation: a $17,957 tax gross-up payment related to taxable fringe benefits, a $136,460 tax gross-up payment related to the
vesting of restricted stock, a $15,500 401(k) match, a housing allowance of $81,149 and an additional $64,944 to reimburse the officer for the payment of taxes on the housing allowance, a $654 auto allowance, and payment of the following country
club dues: $4,674 to Princess Anne Country Club, $840 to Town Center City Club, $1,836 to Town Point Club, $3,457 to Cavalier Golf & Yacht Club, $7,000 to the Rams Club and $1,390 to the Capital City Club and a $300 AMX renewal fee. The
total also includes $500,000 Mr. Berry received as compensation for entering into a restrictive covenant agreement with the Company ($450,000 of which was paid by Gateway and $50,000 of which was paid by the Company) and the payment of an
additional $372,100 to cover taxes due on the restrictive covenant payment ($328,547 of which was paid by Gateway and $43,553 of which was paid by the Company). Also includes $36,000 in director fees paid by Gateway in 2008. Mr. Berry resigned
on April 14, 2009 and there is no further compensation due to him after that date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | This column represents stock awards granted by the Company. The expense was calculated according to Statement of Financial Accounting Standard No. 123R. Additional information
regarding stock-based compensation expense can be found in the Notes to Consolidated Financial Statements filed with our 2008 Annual Report. Stock awards are expensed over the vesting periods established at the time the grants are made by the
Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | This column represents the expense to the Company related to stock options granted. The expense was calculated according to Statement of Financial Accounting Standard No. 123R.
Additional information regarding stock-based compensation expense can be found in the Notes to Consolidated Financial Statements filed with our 2008 Annual Report. Stock options granted to employees and Directors during 2008, 2007 and 2006 have
exercise prices equal to the market value of our common stock on the grant date.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | This column represents the change in the benefit obligation for the Supplemental Retirement Agreements from the previous year to the current year. These amounts were expensed during
the year and a liability was recorded on the Companys balance sheet which represents the present value of payments that will be made to employees under the Supplemental Retirement Agreements upon their retirement. We have funded the
Supplemental Retirement Agreements within this column with life insurance policies which name the company as beneficiary. These life insurance policies will reimburse the Company for all expenses related to the Supplemental Retirement Agreements
including the policy premiums and the payments made to employees upon their retirement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) | Mr. Fulton retired from the Company on July 31, 2008. Mr. Fulton provides consulting services to the Company in consideration for a payment of $3,000 per month.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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|(k) | Ms. Fritsch served as the Chief Financial Officer of the Company from August 2008 to February 2009 and has acted as the Banks Chief Financial Officer from August 2008 to
the present. Prior to being named Chief Financial Officer for the Company, Ms. Fritsch was Senior Vice President and Chief Accounting Officer of the Company and she continues to serve in such positions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Grants of Plan-Based Awards Table

The following table presents stock
options granted to the named executive officers during 2008.



|                      |  |            |  |                                                           |     |  |                                                                 |  |                                            |  |                                                 
|--------------------- |  | ---------- |  | --------------------------------------------------------- | --- |  | --------------------------------------------------------------- |  | ------------------------------------------ |  | ------------------------------------------------
|Name                  |  | Grant Date |  | All OtherStock Awards:Number ofShares ofStock or
Units(#) |     |  | All Other OptionAwards: Numberof SecuritiesUnderlyingOptions(#) |  | Exercise orBase Price ofOptionAwards($/Sh) |  | Grant DateFair Valueof Stock andOptionAwards ($)
|                      |  |            |  |                                                           |    
|Jack W. Gibson        |  | 12/02/08   |  | 9,352                                                     |     |  |                                                                |  |                                           |  | 79,500                                          
|                      |  |            |  |                                                           |    
|Donald W. Fulton, Jr. |  | 12/02/08   |  |                                                          |     |  |                                                                |  |                                           |  |                                                
|                      |  |            |  |                                                           |    
|Lorelle L. Fritsch    |  | 12/02/08   |  | 2,647                                                     |     |  |                                                                |  |                                           |  | 22,500                                          
|                      |  |            |  |                                                           |    
|D. Ben Berry          |  | 1/22/08    |  | 25,000                                                    | (1) |  | 0                                                               |  |                                           |  |                                                
|                      |  |            |  |                                                           |    
|David Twiddy          |  | 1/22/08    |  | 12,500                                                    | (1) |  | 0                                                               |  |                                           |  |                                                
|                      |  |            |  |                                                           |    
|Scott Harvard         |  | 6/1/08     |  |                                                          |     |  | 18,000                                                          |  | 11.75                                      |  | 54,164                                          



|(1) | Represents stock of Gateway.
|--- | ----------------------------

On December 2, 2008,
the Compensation Committee granted stock awards to certain executive officers, including Jack W. Gibson and Lorelle L. Fritsch. These stock awards vest over a 12 month period beginning January 1, 2009. They are being expensed by the Company
over that same time period with the grant date fair value calculated using the stock price at the time of the grant of $8.50 per share. In conjunction with his employment agreement, dated June 1, 2008, Scott C. Harvard was granted 10,000
nonqualified and 8,000 incentive stock options.



15



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Outstanding Equity Awards at Fiscal Year-End Table

The following table presents outstanding stock option and non-vested stock awards as of December 31, 2008.



|                      |                                                               |               |                                                                 |              |                        |       |                      |          |                                                    |       |                                                        |       
|--------------------- | ------------------------------------------------------------- | ------------- | --------------------------------------------------------------- | ------------ | ---------------------- | ----- | -------------------- | -------- | -------------------------------------------------- | ----- | ------------------------------------------------------ | ------
|Name                  |                                                               | Option Awards |                                                                 | Stock Awards
|                      | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |               | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |              | OptionExercisePrice($) |       | OptionExpirationDate |          | NumberofSharesor
Unitsof StockThatHaveNotVested(#) |       | MarketValueofSharesorUnits ofStockThatHaveNotVested($)
|                      |                                                               |               |                                                                 |              |                        |      
|Jack W. Gibson        |                                                               | 14,500        |                                                                 | 12,500       |                        | 12.00 |                      | 12/31/16 |                                                    |       |                                                        |       
|                      |                                                               | 1,737         |                                                                 |              |                        | 10.65 |                      | 01/01/16 |                                                    |       |                                                        |       
|                      |                                                               | 22,981        |                                                                 |              |                        | 10.65 |                      | 12/31/15 |                                                    |       |                                                        |       
|                      |                                                               | 3,467         |                                                                 |              |                        | 9.75  |                      | 01/01/15 |                                                    |       |                                                        |       
|                      |                                                               | 2,579         |                                                                 |              |                        | 8.44  |                      | 12/31/14 |                                                    |       |                                                        |       
|                      |                                                               | 19,831        |                                                                 |              |                        | 9.75  |                      | 12/31/14 |                                                    |       |                                                        |       
|                      |                                                               | 3,030         |                                                                 |              |                        | 5.05  |                      | 01/01/14 |                                                    |       |                                                        |       
|                      |                                                               | 2,531         |                                                                 |              |                        | 8.77  |                      | 12/31/13 |                                                    |       |                                                        |       
|                      |                                                               | 21,895        |                                                                 |              |                        | 10.10 |                      | 12/31/13 |                                                    |       |                                                        |       
|                      |                                                               | 2,466         |                                                                 |              |                        | 7.09  |                      | 12/31/12 |                                                    |       |                                                        |       
|                      |                                                               | 24,876        |                                                                 |              |                        | 8.00  |                      | 12/31/12 |                                                    |       |                                                        |       
|                      |                                                               | 2,406         |                                                                 |              |                        | 7.03  |                      | 12/31/11 |                                                    |       |                                                        |       
|                      |                                                               | 17,788        |                                                                 |              |                        | 8.00  |                      | 12/31/11 |                                                    |       |                                                        |       
|                      |                                                               | 2,399         |                                                                 |              |                        | 6.53  |                      | 12/31/10 |                                                    |       |                                                        |       
|                      |                                                               | 25,788        |                                                                 |              |                        | 8.00  |                      | 12/31/10 |                                                    |       |                                                        |       
|                      |                                                               | 2,391         |                                                                 |              |                        | 7.43  |                      | 12/31/09 |                                                    |       |                                                        |       
|                      |                                                               | 26,849        |                                                                 |              |                        | 8.75  |                      | 12/31/09 |                                                    |       |                                                        |       
|                      |                                                               |               |                                                                 |              |                        |       |                      |          |                                                    | 9,944 |                                                        | 85,794
|                      |                                                               |               |                                                                 |              |                        |      
|Donald W. Fulton, Jr. |                                                               | 7,346         |                                                                 |              |                        | 10.65 |                      | 07/31/09 |                                                    |       |                                                        |       
|                      |                                                               |               |                                                                 |              |                        |      
|Lorelle L. Fritsch    |                                                               | 1,200         |                                                                 | 1,800        |                        | 12.00 |                      | 12/31/16 |                                                    |       |                                                        |       
|                      |                                                               | 1,978         |                                                                 |              |                        |       |                      | 12/31/15 |                                                    |       |                                                        |       
|                      |                                                               | 2,079         |                                                                 |              |                        |       |                      | 12/31/14 |                                                    |       |                                                        |       
|                      |                                                               | 1,074         |                                                                 |              |                        |       |                      | 12/31/13 |                                                    |       |                                                        |       
|                      |                                                               | 1,006         |                                                                 |              |                        |       |                      | 12/31/12 |                                                    |       |                                                        |       
|                      |                                                               | 1,192         |                                                                 |              |                        |       |                      | 12/31/11 |                                                    |       |                                                        |       
|                      |                                                               | 729           |                                                                 |              |                        |       |                      | 12/31/10 |                                                    |       |                                                        |       
|                      |                                                               | 769           |                                                                 |              |                        |       |                      | 12/31/09 |                                                    |       |                                                        |       
|                      |                                                               |               |                                                                 |              |                        |       |                      |          |                                                    | 2,647 |                                                        | 22,500
|                      |                                                               |               |                                                                 |              |                        |      
|D. Ben Berry          |                                                               |               |                                                                 | 8,375        |                        | 21.87 |                      | 8/28/16  |                                                    |       |                                                        |       
|                      |                                                               | 44,589        |                                                                 |              |                        | 19.67 |                      | 11/24/14 |                                                    |       |                                                        |       
|                      |                                                               | 8,728         |                                                                 |              |                        | 9.16  |                      | 8/2/11   |                                                    |       |                                                        |       
|                      |                                                               | 48,264        |                                                                 |              |                        | 11.19 |                      | 1/19/09  |                                                    |       |                                                        |       
|                      |                                                               |               |                                                                 |              |                        |      
|David Twiddy          |                                                               |               |                                                                 | 3,350        |                        | 21.87 |                      | 8/28/16  |                                                    |       |                                                        |       
|                      |                                                               | 24,321        |                                                                 |              |                        | 19.67 |                      | 11/24/14 |                                                    |       |                                                        |       
|                      |                                                               | 13,764        |                                                                 |              |                        | 9.16  |                      | 8/2/11   |                                                    |       |                                                        |       
|                      |                                                               | 6,075         |                                                                 |              |                        | 8.64  |                      | 11/20/10 |                                                    |       |                                                        |       
|                      |                                                               |               |                                                                 |              |                        |      
|Scott Harvard         |                                                               | 18,000        |                                                                 |              |                        | 11.41 |                      | 6/1/18   |                                                    |       |                                                        |       
|                      |                                                               | 24,583        |                                                                 |              |                        | 8.09  |                      | 4/12/15  |                                                    |       |                                                        |       
|                      |                                                               | 10,975        |                                                                 |              |                        | 9.11  |                      | 3/1/15   |                                                    |       |                                                        |       
|                      |                                                               | 13,331        |                                                                 |              |                        | 7.50  |                      | 2/28/14  |                                                    |       |                                                        |       
|                      |                                                               | 20,234        |                                                                 |              |                        | 4.94  |                      | 3/1/13   |                                                    |       |                                                        |       

All of the above stock options were fully vested on the grant date except for the stock options
granted on December 31, 2006 and November 1. 2007. Of the stock options granted on December 31, 2006, Mr. Gibsons options have a four year vesting schedule, and Ms. Fritschs options have a five year vesting
schedule. All stock options have 10-year terms. Non-vested stock awards for Ms. Fritsch will vest over the 12 month period ending on December 31, 2009. Mr. Gibsons non-vested stock awards were to vest over the seven year period
ending January 1, 2016.



16



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Option Exercises and Stock Vested Table

The following table presents the stock options exercised and the stock awards vested for the named executive officers during 2008.



|                      |                                        |               |                              |              |                                       |        |     |                             |         |    
|--------------------- | -------------------------------------- | ------------- | ---------------------------- | ------------ | ------------------------------------- | ------ | --- | --------------------------- | ------- | ---
|Name                  |                                        | Option Awards |                              | Stock Awards |                                      
|                      | Number of SharesAcquired onExercise(#) |               | Value Realizedon Exercise($) |              | Number ofShares Acquiredon Vesting(#) |        |     | Value Realizedon Vesting($) |        
|                      |                                        |               |                              |             
|Jack W. Gibson        |                                        | 20,577        |                              | 111,597      |                                       | None   |     |                             | None    |    
|                      |                                        |               |                              |             
|Donald W. Fulton, Jr. |                                        |              |                              |             |                                       |       |     |                             |        |    
|                      |                                        |               |                              |             
|Lorelle L. Fritsch    |                                        | 765           |                              | 958          |                                       | None   |     |                             | None    |    
|                      |                                        |               |                              |             
|D. Ben Berry          |                                        | 7,360         |                              | 30,470       |                                       | 37,000 | (1) |                             | 185,000 | (1)
|                      |                                        |               |                              |             
|David Twiddy          |                                        | N/A           |                              | N/A          |                                       | 16,000 | (1) |                             | 80,000  | (1)
|                      |                                        |               |                              |             
|Scott Harvard         |                                        | 41,472        |                              | 358,571      |                                       | None   |     |                             | None    |    



|(1) | Restricted stock of Gateway, vested on 12/31/08 due to change in control. The realized value is calculated based on $5.00 per share stock price.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

Pension Benefits Table

The following table presents
information related to the Supplemental Retirement Agreements for the named executive officers as of the year ended December 31, 2008.



|                      |  |                                   |  |                                   |  |                                       |     |  |                                  
|--------------------- |  | --------------------------------- |  | --------------------------------- |  | ------------------------------------- | --- |  | ---------------------------------
|Name                  |  | Plan Name                         |  | Number ofYears CreditedService(#) |  | Present Value ofAccumulatedBenefit($) |     |  | PaymentsDuring LastFiscal Year($)
|                      |  |                                   |  |                                  
|Jack W. Gibson        |  | Supplemental Retirement Agreement |  |                                  |  | 2,413,582                             |     |  | None                             
|                      |  |                                   |  |                                  
|Donald W. Fulton, Jr. |  | N/A                               |  |                                  |  |                                      |     |  |                                 
|                      |  |                                   |  |                                  
|Lorelle L. Fritsch    |  | Supplemental Retirement Plan      |  |                                  |  | 15,046                                |     |  | None                             
|                      |  |                                   |  |                                  
|D. Ben Berry          |  | Supplemental Retirement Agreement |  | 0                                 |  | 0                                     | (1) |  | 0                                
|                      |  |                                   |  |                                  
|David Twiddy          |  | Supplemental Retirement Agreement |  | 0                                 |  | 0                                     | (2) |  | 0                                
|                      |  |                                   |  |                                  
|Scott Harvard         |  |                                  |  |                                  |  |                                      |     |  |                                 



|(1) | Mr. Berrys Gateway Financial Holdings, Inc. Supplemental Retirement Agreement was terminated as of December 30, 2008 and replaced with a new one issued by the
Company on December 31, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Twiddys Gateway Financial Holdings, Inc. Supplemental Retirement Agreement was terminated as of December 30, 2008 and replaced with a new one issued by the
Company on December 31, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



---

The Supplemental Retirement Agreements are discussed in further detail in the Compensation Disclosure and
Analysis section of this report. The discount rate used to calculate the Present Value of Accumulated Benefit was 7% in accordance with the plan agreement.

Nonqualified Deferred Compensation Table

The following table presents information related to the Executive Savings Plan for
the named executive officers during 2008.



|                      |  |                                             |  |                                              |  |                                        |  |                                       |  |                                          
|--------------------- |  | ------------------------------------------- |  | -------------------------------------------- |  | -------------------------------------- |  | ------------------------------------- |  | -----------------------------------------
|Name                  |  | ExecutiveContributionsin Last FiscalYear($) |  | RegistrantContributionsin Last FiscalYear($) |  | AggregateEarnings inLast FiscalYear($) |  | AggregateWithdrawals/Distributions($) |  | AggregateBalance atLast FiscalYear-End($)
|                      |  |                                             |  |                                              | 
|Jack W. Gibson        |  | None                                        |  | 52,200                                       |  | 12,033                                 |  | None                                  |  | 240,002                                  
|                      |  |                                             |  |                                              | 
|Donald W. Fulton, Jr. |  | None                                        |  |                                             |  | 5,031                                  |  | None                                  |  | 81,773                                   
|                      |  |                                             |  |                                              | 
|Lorelle L. Fritsch    |  | None                                        |  | 8,575                                        |  | 3,428                                  |  | None                                  |  | 51,139                                   
|                      |  |                                             |  |                                              | 
|D. Ben Berry          |  |                                            |  |                                             |  |                                       |  |                                      |  |                                         
|                      |  |                                             |  |                                              | 
|David Twiddy          |  |                                            |  |                                             |  |                                       |  |                                      |  |                                         
|                      |  |                                             |  |                                              | 
|Scott Harvard         |  |                                            |  |                                             |  |                                       |  |                                      |  |                                         

The Executive Savings Plan is discussed in further detail in the Compensation Disclosure and
Analysis section of this report. Amounts disclosed above in the Registrant Contributions in Last Fiscal Year and Aggregate Earnings in Last Fiscal Year columns were also included in the All Other Compensation
column of the Summary Compensation Table above.

Potential Payments upon Termination or Change in Control

The table below shows the present value of estimated Company payments pursuant to the employment agreements, equity plans and other non-qualified
plans described above, upon a termination of employment, including the Company gross-up payments for excise tax on the parachute payments upon a change of control, for each of Mr. Gibson, Mr. Fulton, Ms. Fritsch, Mr. Berry,
Mr. Twiddy and Mr. Harvard. The payments represent the maximum possible payments under interpretations and assumptions most favorable to the executive officer. All termination events, except retirement, are assumed to occur on
December 31, 2008 and termination upon a change of control is assumed to be involuntary by the Company or its successor. Termination upon retirement is assumed to occur upon the officers normal retirement date. Company payments to a
terminated executive may be more or less than the amounts contained in the various agreements and plans. In addition, certain amounts currently are vested and, thus, do not represent an increased amount of benefits.



18



---

|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|------------------------------------------------------------ |  | ------ | ----- | ------- | - | ---------- |  | --------- |  | ---------- |  | ------- |  | ---
|(Dollars in thousands)                                       |  | Gibson |       | Fritsch |   | Fulton (1) |  | Berry (2) |  | Twiddy (3) |  | Harvard
|                                                             |  |        |       |         |   |           
|Termination of Employment by Executive with Good Reason      |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Restricted Stock                                             |  | $      | 0     |         | $ | 0          |  |          |  |           |  |        |  | 0  
|Employment Agreement                                         |  |        | 1,838 |         |   | 0          |  |          |  |           |  |        |  | 248
|Executive Savings Plan                                       |  |        | 188   |         |   | 42         |  |          |  |           |  |        |  | 0  
|Supplemental Retirement Agreement/Deferred Compensation Plan |  |        | 2,641 |         |   | 0          |  |          |  |           |  |        |  | 400
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Total                                                        |  |        | 4,667 |         |   | 42         |  |          |  |           |  |        |  | 648
|                                                             |  |        |       |         |   |           
|Termination of Employment by Executive Without Good Reason   |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Restricted Stock                                             |  |        | 0     |         |   | 0          |  |          |  |           |  |        |  | 0  
|Executive Savings Plan                                       |  |        | 188   |         |   | 42         |  |          |  |           |  |        |  | 0  
|Supplemental Retirement Agreement/Deferred Compensation Plan |  |        | 2,641 |         |   | 0          |  |          |  |           |  |        |  | 400
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Total                                                        |  |        | 2,829 |         |   | 42         |  |          |  |           |  |        |  | 400
|                                                             |  |        |       |         |   |           
|Termination of Employment by Bank Without Cause              |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Restricted Stock                                             |  |        | 0     |         |   | 0          |  |          |  |           |  |        |  | 0  
|Employment Agreement                                         |  |        | 526   |         |   | 0          |  |          |  |           |  |        |  | 248
|Supplemental Retirement Agreement/Deferred Compensation Plan |  |        | 2,641 |         |   | 0          |  |          |  |           |  |        |  | 400
|Executive Savings Plan                                       |  |        | 188   |         |   | 42         |  |          |  |           |  |        |  | 0  
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Total                                                        |  |        | 3,355 |         |   | 42         |  |          |  |           |  |        |  | 648
|                                                             |  |        |       |         |   |           
|Termination of Employment by Bank with Cause                 |  |        |       |         |   |            |  |          |  |           |  |         |  |    
|Restricted Stock                                             |  |        | 0     |         |   | 0          |  |          |  |           |  | 0       |  | 0  
|Executive Savings Plan                                       |  |        | 0     |         |   | 0          |  |          |  |           |  | 0       |  | 0  
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Total                                                        |  |        | 0     |         |   | 0          |  |          |  |           |  | 0       |  | 0  
|                                                             |  |        |       |         |   |           
|Death                                                        |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Restricted Stock                                             |  |        | 87    |         |   | 23         |  |          |  |           |  |        |  | 0  
|Supplemental Retirement Agreement/Deferred Compensation Plan |  |        | 400   |         |   | 400        |  |          |  |           |  |        |  | 400
|Executive Savings Plan                                       |  |        | 188   |         |   | 42         |  |          |  |           |  |        |  | 0  
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Total                                                        |  |        | 675   |         |   | 465        |  |          |  |           |  |        |  | 400
|                                                             |  |        |       |         |   |           
|Disability                                                   |  |        |       |         |   |            |  |           |  |            |  |         |  |    
|Restricted Stock                                             |  |        | 87    |         |   | 23         |  |          |  |           |  |        |  | 0  
|Employment Agreement                                         |  |        | 265   |         |   | 75         |  |          |  |           |  |        |  | 124
|Executive Savings Plan                                       |  |        | 188   |         |   | 42         |  |          |  |           |  |        |  | 0  
|Supplemental Retirement Agreement/Deferred Compensation Plan |  |        | 2,641 |         |   | 455        |  |          |  |           |  |        |  | 400
|                                                             |  |        |       |         |   |            |  |           |  |            |  |         |  |    



19



---

|                                                              |  |       |  |       |  |   |  |   |  |   |  |      
|------------------------------------------------------------- |  | ----- |  | ----- |  | - |  | - |  | - |  | -----
|Total                                                         |  | 3,181 |  | 595   |  |  |  |  |  |  |  | 524  
|                                                              |  |       |  |       |  |  
|Company Payment upon Change in Control                        |  |       |  |       |  |   |  |   |  |   |  |      
|Employment Agreement                                          |  | 1,874 |  | 324   |  |  |  |  |  |  |  | 694  
|Supplemental Retirement Agreement/Deferred Compensation Plan: |  |       |  |       |  |  |  |  |  |  |  | 400  
|Fully vested prior to change in control                       |  | 2,641 |  | 0     |  |  |  |  |  |  |  | 0    
|Additional payment due to change in control                   |  | 1,914 |  | 683   |  |  |  |  |  |  |  | 0    
|Executive Savings Plan                                        |  | 714   |  | 235   |  |  |  |  |  |  |  | 0    
|Restricted Stock                                              |  | 87    |  | 23    |  |  |  |  |  |  |  | 0    
|Sub-total                                                     |  | 7,230 |  | 1,265 |  |  |  |  |  |  |  | 1,094
|                                                              |  |       |  |       |  |   |  |   |  |   |  |      
|Contractual Gross-up for Excise Taxes                         |  | 1,967 |  | 599   |  |  |  |  |  |  |  | 423  
|                                                              |  |       |  |       |  |   |  |   |  |   |  |      
|Total                                                         |  | 9,197 |  | 1,864 |  |  |  |  |  |  |  | 1,517
|                                                              |  |       |  |       |  |  
|Retirement                                                    |  |       |  |       |  |   |  |   |  |   |  |      
|Restricted Stock                                              |  | 87    |  | 23    |  |  |  |  |  |  |  | 0    
|Supplemental Retirement Agreement/Deferred Compensation Plan  |  | 2,728 |  | 171   |  |  |  |  |  |  |  | 400  
|Executive Savings Plan                                        |  | 188   |  | 42    |  |  |  |  |  |  |  | 0    
|                                                              |  |       |  |       |  |   |  |   |  |   |  |      
|Total                                                         |  | 3003  |  | 236   |  |  |  |  |  |  |  | 400  



|(1) | Mr. Fulton retired prior to December 31, 2008.
|--- | ----------------------------------------------

|(2) | We have taken the position that these NEOs would not be entitled to payments on this date because they did not sign employment agreements with the Company until December 31,
2008 and they joined the Company pursuant to a merger that occurred on that same date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director Compensation Table



|                         |  |                               |  |                 |     |  |                  |  |         
|------------------------ |  | ----------------------------- |  | --------------- | --- |  | ---------------- |  | --------
|Name                     |  | Fees Earned orPaid in Cash($) |  | Stock Awards($) |     |  | Option Awards($) |  | Total($)
|                         |  |                               |  |                
|Jack W. Gibson (1)       |  | 8,250                         |  | 23,450          |     |  |                  |  | 31,700  
|                         |  |                               |  |                
|Henry P. Custis (2)      |  | 39,100                        |  |                |     |  |                 |  | 39,100  
|                         |  |                               |  |                
|Richard F. Hall, III (2) |  | 31,350                        |  |                |     |  |                 |  | 31,350  
|                         |  |                               |  |                
|Douglas J. Glenn (1)     |  | 30,150                        |  | 44,999          | (5) |  |                 |  | 75,149  
|                         |  |                               |  |                
|Scott C. Harvard (2)     |  | 13,823                        |  | 8,027           |     |  |                  |  | 21,850  
|                         |  |                               |  |                
|Herman A. Hall, III      |  |                              |  | 22,400          |     |  |                 |  | 22,400  
|                         |  |                               |  |                
|W. Lewis Witt            |  | 26,200                        |  |                |     |  |                 |  | 26,200  
|                         |  |                               |  |                
|Patricia M. Windsor (3)  |  |                              |  | 23,850          |     |  |                 |  | 23,850  
|                         |  |                               |  |                
|Bobby L. Ralph           |  | 22,250                        |  |                |     |  |                 |  | 22,250  



20



---

|                          |  |        |  |        |  |   |  |       
|------------------------- |  | ------ |  | ------ |  | - |  | ------
|Emil A. Viola             |  |       |  | 23,950 |  |  |  | 23,950
|                          |  |        |  |       
|Roland Carroll Smith, Sr. |  |       |  | 22,100 |  |  |  | 22,100
|                          |  |        |  |       
|Robert R. Kinser          |  | 22,350 |  |       |  |  |  | 22,350
|                          |  |        |  |       
|Jordan E. Slone           |  | 17,000 |  |       |  |  |  | 17,000
|                          |  |        |  |       
|William Brumsey, III (4)  |  | 18,000 |  | 23,000 |  |  |  | 41,000
|                          |  |        |  |       
|Robert Y. Green, Jr. (4)  |  | 18,000 |  | 13,000 |  |  |  | 31,000
|                          |  |        |  |       
|Billy G. Roughton (4)     |  | 24,000 |  | 14,000 |  |  |  | 38,000
|                          |  |        |  |       
|Ollin B. Sykes (4)        |  | 18,000 |  | 13,000 |  |  |  | 31,000
|                          |  |        |  |       
|Frank T. Williams (4)     |  | 18,000 |  | 13,000 |  |  |  | 31,000
|                          |  |        |  |       
|Jerry T. Womack (4)       |  | 18,000 |  | 13,000 |  |  |  | 31,000
|                          |  |        |  |       
|D. Ben Berry (4)          |  | 36,000 |  |       |  |  |  | 36,000



|(1) | Reflects fees paid by the Company for all of 2008 and fees paid by Shore Bank.
|--- | ------------------------------------------------------------------------------

|(2) | Reflects fees paid by Shore through 5/31/08 and fees paid by the Company through December 31, 2008.
|--- | ---------------------------------------------------------------------------------------------------

|(3) | Patricia M. Windsor resigned effective December 31, 2008.
|--- | ---------------------------------------------------------

|(4) | Reflects fees paid by Gateway throughout 2008.
|--- | ----------------------------------------------

|(5) | Reflects compensation received for acting as an executive officer, rather than a director.
|--- | ------------------------------------------------------------------------------------------

During fiscal year 2008, each director of the Company received a directors fee of $850 per board meeting attended, $250 per committee meeting
attended, and $100 per advisory board meeting attended. The Company has a Directors Deferred Compensation Agreement through which directors can elect to defer their directors fees by using the fees to purchase shares of our stock held in
a Rabbi Trust. The directors can also elect to defer their board fees and we will accrue interest on the deferred fees at an interest rate equal to the highest rate currently being offered on a certificate of deposit at our bank subsidiaries.

Gateways Voluntary Deferred Compensation Plan for Directors in 2008 allowed its board members to elect to have their Board fees
invested in Gateway common stock. The amounts deferred were payable at the election of the board member following termination of service as a director, a change in control of the bank, death of the director, or hardship (as defined in the plan). The
amounts deferred were paid out, at the election of the board member, in lump sum or semi-annual or annual installments.

Compensation Committee
Interlocks and Insider Participation

No member of the Companys Compensation Committee was an officer or employee of the Company
during 2008. During 2008, none of our executive officers served as a member of the Compensation Committee of another entity, nor did any of our executive officers serve as a director of another entity, one of whose executive officers served on our
Compensation Committee. All three members of our Compensation Committee have outstanding with us. Each of these loans was made in the ordinary course of business on substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with unrelated parties and did not involve more than the normal risk of collectability or present other unfavorable features. See Certain Relationships and Related
Transactions.



21



---

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

The following table sets forth for (1) each director and the executive officers named in the Summary Compensation Table, (2) all directors and executive officers as a group, and (3) each beneficial
owner of more than 5% of Company common stock: (i) the number of shares of Company common stock beneficially owned on April 10, 2009, and (ii) such persons or groups percentage ownership of outstanding shares of Company
common stock on such date. The Company is not aware of any shareholder that beneficially owns 5% or more of the outstanding shares of Company common stock.All of the Companys directors and executive officers receive mail at the
Companys principal executive office at Attn: Tiffany K. Glenn, Executive Vice President, Investor Relations Officer and Corporate Secretary, 999 Waterside Dr., Suite 200, Norfolk, Virginia 23510.

This table is based upon information supplied by officers, directors, and principal shareholders and Schedule 13Ds/Gs filed with the SEC. Unless
indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as
beneficially owned.



|                                                              |  |                                    |      |  |                                  |  
|------------------------------------------------------------- |  | ---------------------------------- | ---- |  | -------------------------------- | -
|Name                                                          |  | Number of SharesBeneficially Owned |      |  | Percent ofOutstanding Shares (1) |  
|                                                              | 
|                                                              |  |                                   
|Directors:                                                    |  |                                    |      |  |                                  |  
|William Brumsey, III                                          |  | 156,784.00                         | (2)  |  | *                                |  
|Patrick E. Corbin                                             |  | 10,393.45                          | (3)  |  | *                                |  
|Henry P. Custis                                               |  | 324,000.00                         | (4)  |  | 1.49                             | %
|Douglas J. Glenn                                              |  | 108,357.89                         | (5)  |  | *                                |  
|Robert Y. Green, Jr.                                          |  | 44,455.00                          | (6)  |  | *                                |  
|Herman A. Hall, III                                           |  | 195,284.70                         | (7)  |  | *                                |  
|Richard F. Hall, III                                          |  | 118,082.38                         | (8)  |  | *                                |  
|Scott C. Harvard                                              |  | 197,315.57                         | (9)  |  | *                                |  
|Robert R. Kinser                                              |  | 90,602.48                          | (10) |  | *                                |  
|William A. Paulette                                           |  | 38,732.00                          | (11) |  | *                                |  
|Bobby L. Ralph                                                |  | 48,365.38                          | (12) |  | *                                |  
|Billy Roughton                                                |  | 122,192.00                         | (13) |  | *                                |  
|Jordan E. Slone                                               |  | 134,993.87                         | (14) |  | *                                |  
|Roland Carroll Smith, Sr.                                     |  | 153,099.48                         | (15) |  | *                                |  
|Ollin B. Sykes                                                |  | 131,035.00                         | (16) |  | *                                |  
|Emil A. Viola                                                 |  | 506,221.78                         | (17) |  | 2.32                             | %
|Frank T. Williams                                             |  | 305,377.00                         | (18) |  | 1.40                             | %
|W. Lewis Witt                                                 |  | 111,920.93                         | (19) |  | *                                |  
|Jerry Womack                                                  |  | 506,951.00                         | (20) |  | 2.32                             | %
|                                                              |  |                                   
|Non-Director Executive Officers (not included above):         |  |                                    |      |  |                                  |  
|Julie R. Anderson                                             |  | 82,279.35                          | (21) |  | *                                |  
|Lorelle L. Fritsch                                            |  | 22,934.51                          | (22) |  | *                                |  
|Tiffany K. Glenn                                              |  | See (5) above                      |      |  |                                  |  
|Renee R. McKinney                                            |  | 89,721.02                          | (23) |  | *                                |  
|Neal A. Petrovich                                             |  | 5,486.00                           | (24) |  | *                                |  
|David R. Twiddy                                               |  | 98,868.00                          | (25) |  | *                                |  
|All Directors and Executive Officers, as a group (25 persons) |  | 4,110,384.15                       | (26) |  | 18.25                            | %



22



---



|* | Represents less than 1% of outstanding shares.
|- | ----------------------------------------------

|(1) | Applicable percentages are based on 21,796,223.90 shares outstanding on April 10, 2009. Also includes shares of common stock subject to options as of April 10, 2009. Such
shares are deemed to be outstanding for the purposes of computing the percentage ownership of the individual holding such options, but are not deemed outstanding for purposes of computing the percentage of any other person shown in the table.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 34,898 options to purchase shares, 8,501.00 shares owned jointly by William Brumsey, III and Walton H. Carter (business associate), 7,135.00 shares owned by Madeline F.
Brumsey (wife), 206.00 shares held by Madeline F. Brumsey as custodian for John C. Ammons, Jr. (grandson), and 1,586.00 shares held in a deferred compensation plan for William Brumsey, III.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 204.67 shares owned jointly by Patrick E. Corbin and Brenda C. Corbin (wife), and 188.77 shares owned by Brenda C. Corbin.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 261,000.00 shares held in a revocable trust for Henry P. Custis and 63,000.00 shares held in a grantor retained annuity trust for Henry P. Custis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 32,000 options to purchase shares, 14,831 options to purchase shares by Tiffany K. Glenn (wife), 272.71 shares held in the Companys 401(k) Profit Sharing Plan and
Trust for Douglas J. Glenn, 4,633.92 shares held in the Companys 401(k) Profit Sharing Plan and Trust for Tiffany K. Glenn, 16,012.92 shares of restricted stock held by the Company for Douglas J. Glenn, 1,764.00 shares of restricted stock held
by the Company for Tiffany K. Glenn, 8,735.52 shares held in a Rabbi Trust for Douglas J. Glenn, 7,559.07 shares held in a Rabbi Trust for Tiffany K. Glenn, 12,217.23 shares owned jointly by Douglas J. Glenn and Tiffany K. Glenn, 444.59 shares held
by Tiffany K. Glenn as custodian for Grayson Glenn (son) and 444.77 shares held by Tiffany K. Glenn as custodian for Bayler Glenn (daughter).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 21,239 options to purchase shares, 1,187.00 shares owned jointly by Robert Y. Green, Jr. and Shelly S. Green (wife), and 1,586.00 shares held in a deferred compensation
plan for Robert Y. Green, Jr.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 40,759 options to purchase shares, 672.48 shares of restricted stock held by the Company for Herman A. Hall, III, 10,290.45 shares held in a Rabbi Trust for Herman A. Hall,
III, and 61,344.88 shares held in an IRA for Herman A. Hall, III.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes 116,235.62 shares held in a revocable trust for Richard F. Hall, III.
|--- | ------------------------------------------------------------------------------

|(9) | Includes 87,123 options to purchase shares, 2,054.02 shares owned by Katharine M. Harvard (wife), 567.43 shares held by Scott C. Harvard as custodian for William Scott Harvard
(son), 475.28 shares held by Scott C. Harvard as custodian for Katharine L. Harvard (daughter), and 34,780.84 shares held in a Rabbi Trust for Scott C. Harvard.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes 12,000 options to purchase shares, 260.90 shares owned jointly by Robert R. Kinser and Karen W. Kinser (wife), 379.85 shares owned by Karen W. Kinser, 9,923.26 shares owned
jointly by Robert R. Kinser and Luke E. Kinser (son), 9,835.02 shares held by Robert R. Kinser as custodian for Sarah Kinser (daughter) and 388.26 shares held by Robert R. Kinser as custodian for James T. Kinser (brother).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



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|(11) | Includes 7,836 options to purchase shares and 29,846.00 shares owned jointly by William A. Paulette and Carolyn E. Paulette (wife).
|---- | -----------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes 27,259 options to purchase shares, 5,505.55 shares held in a Rabbi Trust for Bobby L. Ralph, and 672.48 shares of restricted stock held by the Company for Bobby L. Ralph.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 19,765 options to purchase shares, 96,291.00 shares owned jointly by Billy Roughton and Mildred H. Roughton (wife), 5,493.00 shares held in a SEP for Billy Roughton, and
643.00 shares held in a SEP for Mildred H. Roughton.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 12,000 options to purchase shares, 1,720.00 shares held by the 2003 Irrevocable Slone Childrens Trust, 34,009.38 shares held by Garden Capital Acquisitions, LLC, a
company operated by Jordan E. Slone, and 39,719.46 shares held by Slone Investments.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Includes 10,000 options to purchase shares, 532.18 shares owned jointly by Roland Carroll Smith, Sr. and Jacqueline M. Smith (wife), 517.30 shares owned by Jacqueline M. Smith,
5,468.34 shares held in a Rabbi Trust for Roland Carroll Smith, Sr., 81,513.33 shares held in a Revocable Trust for Roland Carroll Smith, Sr., 5,377.82 shares held by Roland Carroll Smith, Sr. as custodian for Harrison D. Smith (grandson), 10,638.08
shares held by Roland Carroll Smith, Sr. as custodian for Erinn M. Smith (granddaughter), and 36,993.37 shares owned by Hearndon Construction Corporation, Inc., a company owned by Roland Carroll Smith, Sr.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Includes 21,239 options to purchase shares, 212.00 shares held in an IRA for Ollin B. Sykes, 110.00 shares held in a SEP for Ollin B. Sykes, 5,199.00 shares held in a 401(k) plan
for Ollin B. Sykes, 244.00 shares owned by Sykesco Investment Partnership, an investment entity partially owned by Ollin B. Sykes, and 87,281.00 shares held by Sykes & Company P. A. Profit Sharing Plan and Trust, Ollin B Sykes, trustee.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Includes 2000 options to purchase shares, 672.48 shares of restricted stock held by the Company for Emil A. Viola, 83,788.12 shares held in an IRA for Emil A. Viola, 10,184.21
shares held in a Rabbi Trust for Emil A. Viola, 25,026.80 shares held in the Viola Foundation and 58,082.51 shares held in the Michael C. Viola Childrens Trust.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Includes 34,898 options to purchase shares.
|---- | -------------------------------------------

|(19) | Includes 22,404 options to purchase shares, 672.48 shares of restricted stock held by the Company for W. Lewis Witt, 17,610.08 shares owned jointly by W. Lewis Witt and Judith W.
Witt (wife), 1,926.98 shares held in an IRA for W. Lewis Witt, 6,941.36 shares held in an IRA for Judith W. Witt, 6,177.19 shares owned by Inner-View, Ltd., a company owned by W. Lewis Witt and 46,160.64 shares held by Inner-View, Ltd. in a profit
sharing plan for W. Lewis Witt.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | Includes 34,898 options to purchase shares, 251,255.00 shares owned jointly by Jerry Womack and Alice Womack (wife), 65,582.00 shares owned by Alice Womack, 3,165.00 shares held in
an IRA for Jerry Womack, and 1,586.00 shares held in a deferred compensation plan for Jerry Womack.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Includes 31,516 options to purchase shares, 9,709.11 shares of restricted stock held by the Company for Julie R. Anderson, 10,723.69 shares held in the Companys 401(k) Profit
Sharing Plan and Trust, 1,300.00 shares held in an IRA for Julie R. Anderson, 10,586.76 shares held in a Rabbi Trust for Julie R. Anderson and 18,443.80 shares owned jointly by Julie R. Anderson and Douglas A. Anderson (husband).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

|(22) | Includes 11,827 options to purchase shares, 1,695.20 shares owned jointly with David E. Fritsch (husband), 4,799.55 shares held in the Companys 401(k) Profit Sharing Plan and
Trust, 1,965.77 shares held in a Rabbi Trust for Lorelle L. Fritsch, and 2,647.00 shares of restricted stock held by the Company for Lorelle L. Fritsch.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(23) | Includes 34,025 options to purchase shares, 8,367.26 shares of restricted stock held by the Company for Renee R. McKinney, 19,036.29 shares held in the Companys 401(k)
Profit Sharing Plan and Trust, 530.29 shares held by Renee R. McKinney as custodian for Jamie N. McKinney (daughter), 192.31 shares held in and IRA for Jamie N. McKinney, and 6,874.79 shares held in a Rabbi Trust for Renee R. McKinney.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | Includes 5,000.00 shares of restricted stock held by the Company for Neal A. Petrovich.
|---- | ---------------------------------------------------------------------------------------

|(25) | Includes 47,510 options to purchase stock and 13,356 shares held in a 401(k) plan for David R. Twiddy.
|---- | ------------------------------------------------------------------------------------------------------

|(26) | Includes 762,205 options to purchase shares.
|---- | --------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

During 2008, some director-nominees, directors and executive officers of the Company, their affiliates and members of their immediate families were customers of and had loan transactions with the Company in the normal course of business and
are expected to continue to have customer relationships with the Company in the future. All outstanding loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated persons, and did not involve more than a normal risk of collectability or present other unfavorable features. At December 31, 2008, loans to executive officers, directors and
their associates amounted to $88,345,146. During 2008, additional loans and repayments of loans by executive officers, directors, and their associates were $68,143,003. There were no loans made to directors, or to entities of which directors are
material shareholders or equity owners, which were in excess of any subsidiary banks legal lending limits.

Douglas J. Glenn, a
director and Executive Vice President, Chief Operating Officer and General Counsel of the Company, is the spouse of Tiffany K. Glenn, the Companys Executive Vice President, Marketing Officer and Secretary. For more information about
Mr. and Ms. Glenn, please see Executive Officers above. Prior to his employment with the Company in November 2007, Mr. Glenn was an attorney in the law firm Pender & Coward, P.C., which provided legal services for
the Company. Pender & Coward, P.C., continues to provide legal services to the Company.

Jordan E. Slone, a director, is the
managing member of two limited liability companies that serve as the managers for the legal entities which own and manage the Dominion Tower at 999 Waterside Drive, Norfolk, Virginia 23510. As of December 31, 2008, we had leased the second
floor of the Dominion Tower for our executive offices and a first floor branch office since August 2005. Our lease expires in September 2016, and we have one renewal option for a period of seven years. Rent payments made in 2008 totaled $624,951 for
the year. It is expected that the rent paid will exceed 5% of the gross revenues of the entities that own Dominion Tower. The terms of this lease are substantially similar to the terms of leases that are the result of arms length
negotiations between unrelated parties, and the rent is comparable to current market rates. In addition, in March, 2009, we also leased a portion of the nineteenth floor at Dominion Tower and such lease also expires in September 2016.



25



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The Bank leases its Nags Head, North Carolina and one of its Kitty Hawk, North Carolina branches from
Billy G. Roughton and his wife for monthly payments of $6,000 and $16,679, respectively. The term of the Nags Head lease is for five years, with one five-year renewal. Kitty Hawk is a land lease that commenced in April 2006 for a term of twenty
years, with three five-year renewals.

The Company made payments during 2008 to Vico Construction Corporation in the amount of
$353,048 and Viola Commercial Group, LLC in the amount of $1,557,250. These entities are affiliated with Emil A. Viola, for construction of the Edinburg branch.

Corporate Governance

The board of directors in its business judgment has determined that the
following fourteen of its nineteen members are independent as defined under the Nasdaq Stock Markets listing standards: William Brumsey, III, Patrick E. Corbin, Henry P. Custis, Robert Y. Green, Jr., Herman A. Hall, III, Richard F. Hall, III,
Robert R. Kinser, William A. Paulette, Bobby L. Ralph, Roland Carroll Smith, Sr., Ollin B. Sykes, Frank T. Williams, W. Lewis Witt, and Jerry Womack.In reaching this conclusion, the board of directors considered that the Company
and its subsidiaries provide services to, and otherwise conduct business with, certain members of the board of directors or members of their immediate families or companies with which members of the board of directors are affiliated. These
transactions are discussed in greater detail in the Certain Relationships and Related Transactions section of this report.

In
addition, as disclosed in the Companys Form 8-K, filed May 8, 2009, based on these standards, the Board of Directors recently determined that Emil A. Viola was not independent due his affiliation with Viola Commercial Group, LLC. Except
for Jordan E. Slone, Emil A. Viola, and Billy Roughton, none of our non-employee directors, their immediate family members, or employees, are engaged in such relationships with us.

The board of directors considered the following transactions between us and certain of our directors or their affiliates and determined that such
transactions did not impair the directors independence under the above standard:



| |  |  | Loans made by us and our subsidiaries to certain directors and their associates in the ordinary course of business.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Payments for storage services made to Greenbrier Self Storage, a business affiliated with W. Lewis Witt, which were under $200,000 and 5% of such companys
consolidated gross revenues.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Payments for the lease of property made to Accawmacke Associates, a business affiliated with Henry P. Custis, Jr., which were under $200,000 and 5% of such
companys consolidated gross revenues.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Information About Shareholders

The board of directors has not established a written policy regarding communications with shareholders. A formal policy has not been adopted because
directors have periodic contact with shareholders through business, personal, and community-based activities. Although not prescribed in a policy, shareholders may communicate with the board of directors through written communications addressed to
the Companys executive office at Attn: Tiffany K. Glenn, Executive Vice President, Investor Relations Officer and Corporate Secretary, Hampton Roads Bankshares, Inc., 999 Waterside Dr., Suite 200, Norfolk, Virginia 23510.

Board and Committee Meetings

The business of the
Company is managed under the direction of the board of directors. The board of directors generally meets twice a month and held 27 meetings in 2008. During 2008, each director participated in at least 75% of all board of directors meetings and at
least 75% of all meetings of



26



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committees on which he or she served, except for Jordan Slone who attended 20 boards of directors meetings or 74% of all board of directors meetings. The
board of directors does not have a policy regarding attendance at annual shareholders meetings. However, directors are encouraged to attend such meetings and at the annual meeting held on May 22, 2008, all directors were in attendance.
Set forth below is certain information on the members and duties of the various board committees. All committee meetings are scheduled by the committee chairpersons as deemed necessary.

Audit Committee

Through June, 2008,
the Audit Committee consisted of Herman A. Hall, III, Pat M. Windsor, and W. Lewis Witt. Richard F. Hall, III was appointed to the Audit Committee after the merger with Shore. Ms. Windsor retired from the board of directors on
December 31, 2008. The board of directors determined that each of these directors was an independent director as that term is defined under the Nasdaq Stock Markets listing standards and the requirements of the Securities and
Exchange Commission. The Audit Committee has determined that Herman A. Hall, III meets the qualifications of an audit committee financial expert as defined under final rules adopted by the Securities and Exchange Commission.

The Audit Committees charter appears on the Companys website. The Audit Committee is responsible for the appointment, compensation, and
oversight of the work of the independent registered public accounting firm of the Company. It also must pre-approve all audit and non-audit services provided by the independent registered public accounting firm. The Audit Committee acts as the
intermediary between the Company and the independent registered public accounting firm and reviews the reports of the independent registered public accounting firm. The Audit Committee held four meetings in 2008. See Audit Committee
Report below.

Compensation Committee

In 2008, the Compensation Committee consisted of Emil A. Viola, Herman A. Hall, III, and W. Lewis Witt, all of whom the board of directors determined were independent in 2008 under standards set by the Nasdaq Stock
Market. The Compensation Committees charter appears on the Companys website.The Compensation Committee reviews the compensation of all executive officers, determines the compensation package for the Vice Chairman and Chief
Executive Officer and administers the Companys compensation programs. The Compensation Committee held two meetings in 2008. See Compensation Discussion and Analysis and Compensation Committee Report below.

Nominating Committee

In
2008, the Nominating Committee consisted of Emil A. Viola, Herman A. Hall, III and W. Lewis Witt. The board of directors determined that the members of the Nominating Committee were independent in 2008 as defined under the Nasdaq Stock Markets
listing standards and the requirements of the Securities and Exchange Commission. The function of the Nominating committee is to identify and present nominees for membership on the board of directors. The Nominating Committee held two meetings in
2008.

The Nominating Committees charter appears on the Companys website. The board of directors relies on the
discretion of the Nominating Committee members to identify potential nominees from sources that they deem appropriate. The Nominating Committee has not formulated specific criteria for nominees, but it considers qualifications that include, but are
not limited to, ability to serve, conflicts of interest, and other relevant factors. In consideration of the fiduciary requirements of a board member, and the relationship of the Company and its subsidiaries to the communities it serves, the
Nominating Committee places emphasis on character, ethics, financial stability, business acumen, and community involvement among other criteria it may consider. In addition, as a financial services holding company,



27



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the Company is regulated by the Federal Reserve and the Bureau of Financial Institutions of the State Corporation Commission of the Commonwealth of Virginia.
Directors and director-nominees are subject to various laws and regulations pertaining to financial holding companies including a minimum stock ownership requirement.

The Nominating Committee utilizes a variety of resources in identifying nominees including individuals who serve the Company and its subsidiaries on advisory boards, recommendations of management and other Board
members, and other business or community leaders who may be qualified to serve. The Nominating Committee may consider recommendations from shareholders, but has not established a formal process for doing so. A formal process has not been adopted
because directors have historically had periodic contact with shareholders through business, personal, and community-based activities. Shareholders may contact any director with a recommendation for a nominee.

Under the Companys bylaws, shareholders may submit nominees for director.

Audit Committee Report

The Audit Committee reviews the Companys financial reporting
process, including internal control over financial reporting, on behalf of the board of directors. As required by the Audit Charter, each Audit Committee member satisfies the independence and financial literacy requirements for serving on the Audit
Committee, and at least one member has accounting or related financial management expertise, all as stated in the rules of The Nasdaq Stock Market LLC.

Management has the primary responsibility for the consolidated financial statements and the reporting process, including internal control over financial reporting. In this context, the Audit Committee has met and held
discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Companys consolidated financial statements were prepared in accordance with U.S. generally accepted
accounting principles and that the Companys internal control over financial reporting is effective. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public
accounting firm.

The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, including their judgment about the quality, not just the acceptability, of the Companys accounting principles and underlying estimates in the
Companys consolidated financial statements; all critical accounting policies and practices to be used; all alternative treatments within U.S. generally accepted accounting principles for policies and practices related to material items that
have been discussed with management of the Company; and other material written communications between the independent registered public accounting firm and the management of the Company, such as any management letter or schedule of unadjusted
differences. In addition, the Audit Committee has discussed with the independent registered public accounting firm its independence from the Company and its management, including the matters in the written disclosures required by the applicable
requirements of the Public Company Accounting Oversight Board regarding the independent accountants communications with the audit committee concerning independence.The Audit Committee discussed with the Companys internal and
independent registered public accounting firm the overall scope and specific plans for their respective audits.

The Audit Committee meets
with the internal and independent registered public accounting firm to discuss the results of their audits, the evaluations of the Companys internal controls, and the overall quality of the Companys financial reporting. The meetings also
are designed to facilitate any private communications with the Audit Committee desired by the internal auditors or independent registered public accounting firm. In reliance on the reviews and discussions referred to above, the Audit



28



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Committee recommended to the board of directors, and the board has approved, that the audited consolidated financial statements of the Company be included in
the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008, for filing with the Securities and Exchange Commission. In addition, as of December 31, 2008, the Company carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Audit Committee, along with the
Companys Chief Executive Officer and Chief Financial Officer, concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in
the Companys Exchange Act filings. The Audit Committee and the board of directors also have recommended, subject to shareholder ratification, the selection of the Companys independent registered public accounting firm, Yount,
Hyde & Barbour, P.C.

Herman A. Hall, III, Chairman

Richard F. Hall, III

W. Lewis Witt



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Amounts
paid to YHB for work performed in 2008 and 2007 appear below:



|                   |  |      |         |     |      |   |         |    
|------------------ |  | ---- | ------- | --- | ---- | - | ------- | ---
|                   |  | 2008 |         |     | 2007 |  
|Audit fees (1)     |  | $    | 233,500 |     |      | $ | 124,000 |    
|Audit-related fees |  |      | 90,118  | (3) |      |   | 12,233  | (2)
|Tax fees (4)       |  |      | 12,500  |     |      |   | 10,500  |    
|All other fees (5) |  |      | 34,125  |     |      |   | 21,500  |    



|(1) | Fees for financial statement audit, including audit of internal control over financial reporting and interim reviews.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(2) | Fees for employee benefit plan audit and consultation concerning financial accounting and reporting standards.
|--- | --------------------------------------------------------------------------------------------------------------

|(3) | Fees for assistance with the Shore and Gateway mergers and related S-4 filings, assistance with the TARP transaction and related S-3 filing, employee benefit plan audit, HUD audit
for Gateway Mortgage, and consultations concerning financial accounting reporting standards and other related issues.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Fees for preparing federal and state income tax returns and consultation regarding tax compliance issues.
|--- | ---------------------------------------------------------------------------------------------------------

|(5) | Fees for SysTrust audit of systems reliability and agreed upon procedures for vulnerability testing.
|--- | ----------------------------------------------------------------------------------------------------

As stated in the Audit Committee charter, the Audit Committee must pre-approve all audit and non-audit services provided by the firm of independent
auditors. During 2008, the Audit Committee pre-approved 100% of services provided by YHB. The Audit Committee has considered the provisions of these services by YHB and has determined that the services are compatible with maintaining YHBs
independence.



29



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following documents
are filed as part of this report:



|     |  |                                                                                                                                                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement and Plan of Merger by and between Hampton Roads Bankshares, Inc. and Shore Financial Corporation dated as of January 8, 2008, attached as Exhibit 2.1 to the Registrants
Current Report on Form 8-K dated January 9, 2008, incorporated herein by reference.                                                                 
|     | 
|2.2  |  | Agreement and Plan of Merger by and between Hampton Roads Bankshares, Inc. and Gateway Financial Holdings, Inc. dated as of September 23, 2008, attached as Exhibit 2.2 to the Registrants
Current Report on Form 8-K dated September 24, 2008, incorporated herein by reference.                                                      
|     | 
|3.1  |  | Articles of Incorporation of Hampton Roads Bankshares, Inc. and Amendment to Articles of Incorporation of Hampton Roads Bankshares, Inc.*                                                                                                                                                                                               
|     | 
|3.2  |  | Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.2 to the Companys Current Report on Form 8-K filed on March 12, 2008, incorporated herein by
reference.                                                                                                                                                    
|     | 
|4.1  |  | Specimen of Common Stock Certificate, attached as Exhibit 4.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by
reference.                                                                                                                                                    
|     | 
|10.1 |  | Employment Agreement, dated as of March 28, 1988, between the Registrant and Jack Gibson, attached as Exhibit 7 of the Form F-1, incorporated herein by reference.                                                                                                                                                                      
|     | 
|10.2 |  | Supplemental Retirement Agreement, dated as of March 31, 1994, attached as Exhibit 10.5 to the Registrants Annual Report on Form 10-K for the year ended December 31, 1993, incorporated
herein by reference.                                                                                                                          
|     | 
|10.3 |  | Employment Agreement, dated as of December 18, 1996, between the Registrant and Renee` McKinney, attached as Exhibit 10.10 to the Registrants Annual Report on Form 10-KSB for the year
ended December 31, 1996, incorporated herein by reference.                                                                                     
|     | 
|10.4 |  | First Amendment to Employment Agreement, dated as of February 1, 1997, between the Registrant and Jack Gibson, attached as Exhibit 10.11 to the Registrants Annual Report on Form 10-KSB,
incorporated herein by reference.                                                                                                            
|     | 
|10.5 |  | First Amendment to Employment Agreement, dated as of February 1, 1997, between the Registrant and Renee McKinney, attached as Exhibit 10.12 to the Registrants Annual Report on Form 10-KSB,
incorporated herein by reference.                                                                                                         
|     | 
|10.6 |  | Employment Agreement, First Amendment to Employment Agreement and Second Amendment to Employment Agreement, each dated as of March 9, 1999, between the Registrant and Tiffany Glenn, attached as
Exhibit 10.15 to the Registrants Annual Report on Form 10-KSB for the year ended December 31, 1999, incorporated herein by reference.



30



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|      |  |                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Employment Agreement, dated as of October 11, 2001, between the Registrant and Gregory Marshall, attached as Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2001, incorporated herein by reference.                         
|      | 
|10.8  |  | Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2002, incorporated herein by reference.                          
|      | 
|10.9  |  | First Amendment to Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.20 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by reference.       
|      | 
|10.10 |  | Second Amendment to Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.21 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by reference.      
|      | 
|10.11 |  | Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.1 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2003, incorporated herein by reference.                        
|      | 
|10.12 |  | First Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.2 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by reference. 
|      | 
|10.13 |  | Second Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.3 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by reference.
|      | 
|10.14 |  | Third Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.4 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by reference. 
|      | 
|10.15 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Jack Gibson, attached as Exhibit 10.24 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2003, incorporated herein by reference.              
|      | 
|10.16 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Renee McKinney, attached as Exhibit 10.28 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference.          



31



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|      |  |                                                                                                                                                                                                                                                                          
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Tiffany Glenn, attached as Exhibit 10.25 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference.           
|      | 
|10.18 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Gregory Marshall, attached as Exhibit 10.27 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2003, incorporated herein by reference.        
|      | 
|10.19 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Julie Anderson, attached as Exhibit 10.22 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2003, incorporated herein by reference.          
|      | 
|10.20 |  | First Amendment to the Employment Agreement between the Registrant and Gregory Marshall, dated October 11, 2001, attached as Exhibit 99.1 to the Registrants Current Report on Form 8-K
dated June 27, 2006, incorporated herein by reference.                          
|      | 
|10.21 |  | Second Amendment to the Employment Agreement between the Registrant and Gregory Marshall, dated October 11, 2001, attached as Exhibit 99.2 to the Registrants Current Report on Form 8-K
dated June 27, 2006, incorporated herein by reference.                         
|      | 
|10.22 |  | Amendment No. One to the Supplemental Retirement Agreement, dated as of December 9, 2003, between the Registrant and Jack Gibson, attached as Exhibit 99.4 to the Registrants Current
Report on Form 8-K dated June 27, 2006, incorporated herein by reference.         
|      | 
|10.23 |  | Director Retirement Plan, dated as of November 28, 2006, attached as Exhibit 10.28 to the Registrants Annual Report on Form 10-K dated March 1, 2008, incorporated herein by reference.                                                                                 
|      | 
|10.24 |  | Employment Agreement, dated as of November 1, 2007, between the Registrant and Douglas J. Glenn, attached as Exhibit 10.29 to the Registrants Annual Report on Form 10-K dated March 11,
2008, incorporated herein by reference.                                        
|      | 
|10.25 |  | Fourth Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Jack W. Gibson, dated as of May 27, 2008, attached as Exhibit 10.1 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference.       
|      | 
|10.26 |  | Fourth Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Donald W. Fulton, Jr., dated as of May 27, 2008, attached as Exhibit 10.2 to the Registrants
Current Report on Form 8-K dated June 2, 2008, incorporated herein by reference.
|      | 
|10.27 |  | First Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Douglas J. Glenn, dated as of May 27, 2008, attached as Exhibit 10.3 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference.      



32



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|      |  |                                                                                                                                                                                                                                                              
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28 |  | Amendment No. 2 to the Supplemental Retirement Agreement between Bank of Hampton Roads and Jack W. Gibson, dated May 27, 2008, attached as Exhibit 10.4 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference. 
|      | 
|10.29 |  | Supplemental Retirement Agreement between Bank of Hampton Roads and Douglas J. Glenn, dated May 27, 2008, attached as Exhibit 10.5 to the Registrants Current Report on Form 8-K dated
June 2, 2008, incorporated herein by reference.                      
|      | 
|10.30 |  | Credit Agreement between Compass Bank and Hampton Roads Bankshares, Inc., dated May 29, 2008, attached as Exhibit 10.6 to the Registrants Current Report on Form 8-K dated June 2, 2008,
incorporated herein by reference.                                  
|      | 
|10.31 |  | Pledge Agreement between Compass Bank and Hampton Roads Bankshares, Inc., dated May 29, 2008, attached as Exhibit 10.7 to the Registrants Current Report on Form 8-K dated June 2, 2008,
incorporated herein by reference.                                  
|      | 
|10.32 |  | Employment Agreement by and between Shore Bank, Hampton Roads Bankshares, Inc. and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.1 to the Registrants Current Report
on Form 8-K dated June 16, 2008, incorporated herein by reference.
|      | 
|10.33 |  | Restrictive Covenant Agreement by and between Hampton Roads Bankshares, Inc. and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.2 to the Registrants Current Report
on Form 8-K dated June 16, 2008, incorporated herein by reference.  
|      | 
|10.34 |  | Deferred Compensation Agreement by and between Shore Bank and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.3 to the Registrants Current Report on Form 8-K dated
June 16, 2008, incorporated herein by reference.                     
|      | 
|10.35 |  | Employment Agreement, dated as of August 28, 2006, between Hampton Roads Bankshares, Inc. and Lorelle L. Fritsch.*                                                                                                                                           
|      | 
|10.36 |  | First Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Lorelle L. Fritsch, dated as of July 23, 2008.*                                                                                                                    
|      | 
|10.37 |  | Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of January 1, 2005, attached as Exhibit 99.5 to the Registrants Current Report on Form 8-K dated June 27, 2006,
incorporated herein by reference.                                    
|      | 
|10.38 |  | First Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008.*                                                                                                                                             
|      | 
|10.39 |  | Second Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008.*                                                                                                                                            
|      | 
|10.40 |  | Hampton Roads Bankshares, Inc. 2008 Director Deferred Compensation Plan dated as of January 1, 2008.*                                                                                                                                                        



33



---

|      |  |                                                                                                                                                                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.41 |  | Amended and Restated Hampton Roads Bankshares, Inc. Directors Deferred Compensation Plan.*                                                                                                                                                                                        
|      | 
|10.42 |  | Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of July 23, 2006, attached as Exhibit 4 to the Registrants Registration Statement on Form S-8 (Registration No.
333-139968) dated January 12, 2007, incorporated herein by reference.                             
|      | 
|10.43 |  | First Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of December 30, 2008.*                                                                                                                                                                          
|      | 
|10.44 |  | Second Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of December 30, 2008.*                                                                                                                                                                         
|      | 
|10.45 |  | Hampton Roads Bankshares, Inc. Executive Savings Plan Trust, dated as of July 23, 2006.*                                                                                                                                                                                           
|      | 
|10.46 |  | Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of March 14, 2006, attached as Exhibit 10.1 to the Registrants Registration Statement on Form S-8 (Registration No.
333-134583) dated May 31, 2006, incorporated herein by reference.                          
|      | 
|10.47 |  | First Amendment to Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of December 26, 2008.*                                                                                                                                                                       
|      | 
|10.48 |  | Non-Qualified Limited Stock Option Plan for Directors and Employees, dated March 31, 1994, attached as Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated herein by reference.                                         
|      | 
|10.49 |  | Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of March 14, 2002, attached as Exhibit 99.1 to the Registrants Registration Statement on Form S-3 dated
March 14, 2002, incorporated herein by reference.                                              
|      | 
|10.50 |  | Amended and Restated Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of July 23, 2008, included in Registrants Prospectus on Form 424B3 filed August 15, 2008,
incorporated herein by reference.                                                       
|      | 
|10.51 |  | Supplement No. 1 to Amended and Restated Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of January 27, 2009, included in Registrants Prospectus on Form 424B3
filed March 4, 2009, incorporated herein by reference.                                  
|      | 
|10.52 |  | Gateway Financial Holdings, Inc. 2005 Omnibus Stock Ownership and Long Term Incentive Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form
S-8 (Registration No. 333-127978) dated August 31, 2005, incorporated herein by reference.
|      | 
|10.53 |  | Gateway Financial Holdings, Inc. 2001 Nonstatutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98021) dated August 13, 2002, incorporated herein by reference.                       



34



---

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.54 |  | Gateway Financial Holdings, Inc. 1999 Incentive Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98025) dated August 13, 2002, incorporated herein by reference.                                                                                                                                                                                                                             
|      | 
|10.55 |  | Gateway Financial Holdings, Inc. 1999 Nonstatutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98027) dated August 13, 2002, incorporated herein by reference.                                                                                                                                                                                                                          
|      | 
|10.56 |  | Gateway Financial Holdings, Inc. 1999 BOR Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-144841) dated July 25, 2007, incorporated herein by reference.                                                                                                                                                                                                                                    
|      | 
|10.57 |  | Shore Financial Corporation 2001 Stock Incentive Plan, attached as Exhibit 99 to Shore Financial Corporations Registration Statement on Form S-8 (Registration No. 333-82838) dated
February 15, 2002, incorporated herein by reference.                                                                                                                                                                                                                                             
|      | 
|10.58 |  | Shore Savings Bank, F.S.B. 1992 Stock Option Plan dated November 10, 1992, attached as Exhibit 10 to Shore Financial Corporations Registration Statement on Form S-4EF dated September
15, 1997, incorporated herein by reference.                                                                                                                                                                                                                                                   
|      | 
|13.1  |  | Excerpts from the Annual Report for the year ended December 31, 2007, except to the extent incorporated by reference, is being furnished for informational purposes only and is not deemed to
be filed as part of the Report on Form 10-K.                                                                                                                                                                                                                                            
|      | 
|14.1  |  | The Company has a Code of Ethics for its senior financial officers and the Chief Executive Officer. Any waivers of, or amendments to, the Code of Ethics will be disclosed through the timely
filing of a Form 8-K with the Securities and Exchange Commission. A copy of the Companys Code of Ethics can be obtained through written communications addressed to Neal A. Petrovich, Chief Financial Officer, Bank of Hampton Roads, 999
Waterside Dr., Suite 200, Norfolk, VA 23510.
|      | 
|21.1  |  | A list of the subsidiaries of Hampton Roads Bankshares, Inc.*                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 
|23.1  |  | Consent of Yount, Hyde & Barbour, P.C.*                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | 
|23.2  |  | Consent of KPMG LLP.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | 
|31.1  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.2  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.3  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.4  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.5  |  | Rule 13a-14(a) Certification of Chief Financial Officer.**                                                                                                                                                                                                                                                                                                                                                                                                                            



|* | Previously filed.
|- | -----------------

|** | Filed Herewith.
|-- | ---------------



35



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Hampton Roads Bankshares, Inc.By:

/s/ Douglas. J. GlennDouglas. J. GlennExecutive Vice President, Chief Operating Officer, General Counsel, Director and Member of the Interim Office of the Chief ExecutiveBy:

/s/ Scott C. HarvardScott C. HarvardDirector and Executive Vice President for Delmarva Operations and Member of the Interim Office of the Chief ExecutiveBy:

/s/ Neal A. PetrovichNeal A. PetrovichExecutive Vice President, Chief Financial Officer and Member of the Interim Office of the Chief ExecutiveBy:

/s/ David R. TwiddyDavid R. TwiddyExecutive Vice President and Member of the Interim Office of the Chief Executive




36



---

Exhibit Index

Hampton Roads Bankshares, Inc.



|     |  |                                                                                                                                                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement and Plan of Merger by and between Hampton Roads Bankshares, Inc. and Shore Financial Corporation dated as of January 8, 2008, attached as Exhibit 2.1 to the Registrants
Current Report on Form 8-K dated January 9, 2008, incorporated herein by reference.                                                                 
|     | 
|2.2  |  | Agreement and Plan of Merger by and between Hampton Roads Bankshares, Inc. and Gateway Financial Holdings, Inc. dated as of September 23, 2008, attached as Exhibit 2.2 to the Registrants
Current Report on Form 8-K dated September 24, 2008, incorporated herein by reference.                                                      
|     | 
|3.1  |  | Articles of Incorporation of Hampton Roads Bankshares, Inc. and Amendment to Articles of Incorporation of Hampton Roads Bankshares, Inc.*                                                                                                                                                                                               
|     | 
|3.2  |  | Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.2 to the Companys Current Report on Form 8-K filed on March 12, 2008, incorporated herein by
reference.                                                                                                                                                    
|     | 
|4.1  |  | Specimen of Common Stock Certificate, attached as Exhibit 4.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by
reference.                                                                                                                                                    
|     | 
|10.1 |  | Employment Agreement, dated as of March 28, 1988, between the Registrant and Jack Gibson, attached as Exhibit 7 of the Form F-1, incorporated herein by reference.                                                                                                                                                                      
|     | 
|10.2 |  | Supplemental Retirement Agreement, dated as of March 31, 1994, attached as Exhibit 10.5 to the Registrants Annual Report on Form 10-K for the year ended December 31, 1993, incorporated
herein by reference.                                                                                                                          
|     | 
|10.3 |  | Employment Agreement, dated as of December 18, 1996, between the Registrant and Renee` McKinney, attached as Exhibit 10.10 to the Registrants Annual Report on Form 10-KSB for the year
ended December 31, 1996, incorporated herein by reference.                                                                                     
|     | 
|10.4 |  | First Amendment to Employment Agreement, dated as of February 1, 1997, between the Registrant and Jack Gibson, attached as Exhibit 10.11 to the Registrants Annual Report on Form 10-KSB,
incorporated herein by reference.                                                                                                            
|     | 
|10.5 |  | First Amendment to Employment Agreement, dated as of February 1, 1997, between the Registrant and Renee McKinney, attached as Exhibit 10.12 to the Registrants Annual Report on Form 10-KSB,
incorporated herein by reference.                                                                                                         
|     | 
|10.6 |  | Employment Agreement, First Amendment to Employment Agreement and Second Amendment to Employment Agreement, each dated as of March 9, 1999, between the Registrant and Tiffany Glenn, attached as
Exhibit 10.15 to the Registrants Annual Report on Form 10-KSB for the year ended December 31, 1999, incorporated herein by reference.



37



---

|      |  |                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Employment Agreement, dated as of October 11, 2001, between the Registrant and Gregory Marshall, attached as Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2001, incorporated herein by reference.                         
|      | 
|10.8  |  | Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2002, incorporated herein by reference.                          
|      | 
|10.9  |  | First Amendment to Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.20 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2002, incorporated herein by reference.       
|      | 
|10.10 |  | Second Amendment to Employment Agreement, dated as of December 31, 2002, between the Registrant and Julie Anderson, attached as Exhibit 10.21 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2002, incorporated herein by reference.      
|      | 
|10.11 |  | Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.1 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2003, incorporated herein by reference.                        
|      | 
|10.12 |  | First Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.2 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference. 
|      | 
|10.13 |  | Second Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.3 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference.
|      | 
|10.14 |  | Third Amendment to the Employment Agreement, dated as of July 16, 2003, between the Registrant and Donald Fulton, Jr., attached as Exhibit 10.26.4 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference. 
|      | 
|10.15 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Jack Gibson, attached as Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2003, incorporated herein by reference.              
|      | 
|10.16 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Renee McKinney, attached as Exhibit 10.28 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2003, incorporated herein by reference.          
|      | 
|10.17 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Tiffany Glenn, attached as Exhibit 10.25 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2003, incorporated herein by reference.            



38



---

|      |  |                                                                                                                                                                                                                                                                          
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Gregory Marshall, attached as Exhibit 10.27 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2003, incorporated herein by reference.        
|      | 
|10.19 |  | Third Amendment to Employment Agreement, dated as of June 24, 2003, between the Registrant and Julie Anderson, attached as Exhibit 10.22 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2003, incorporated herein by reference.          
|      | 
|10.20 |  | First Amendment to the Employment Agreement between the Registrant and Gregory Marshall, dated October 11, 2001, attached as Exhibit 99.1 to the Registrants Current Report on Form 8-K
dated June 27, 2006, incorporated herein by reference.                          
|      | 
|10.21 |  | Second Amendment to the Employment Agreement between the Registrant and Gregory Marshall, dated October 11, 2001, attached as Exhibit 99.2 to the Registrants Current Report on Form 8-K
dated June 27, 2006, incorporated herein by reference.                         
|      | 
|10.22 |  | Amendment No. One to the Supplemental Retirement Agreement, dated as of December 9, 2003, between the Registrant and Jack Gibson, attached as Exhibit 99.4 to the Registrants Current Report
on Form 8-K dated June 27, 2006, incorporated herein by reference.         
|      | 
|10.23 |  | Director Retirement Plan, dated as of November 28, 2006, attached as Exhibit 10.28 to the Registrants Annual Report on Form 10-K dated March 1, 2008, incorporated herein by
reference.                                                                                 
|      | 
|10.24 |  | Employment Agreement, dated as of November 1, 2007, between the Registrant and Douglas J. Glenn, attached as Exhibit 10.29 to the Registrants Annual Report on Form 10-K dated March 11,
2008, incorporated herein by reference.                                        
|      | 
|10.25 |  | Fourth Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Jack W. Gibson, dated as of May 27, 2008, attached as Exhibit 10.1 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference.       
|      | 
|10.26 |  | Fourth Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Donald W. Fulton, Jr., dated as of May 27, 2008, attached as Exhibit 10.2 to the Registrants
Current Report on Form 8-K dated June 2, 2008, incorporated herein by reference.
|      | 
|10.27 |  | First Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Douglas J. Glenn, dated as of May 27, 2008, attached as Exhibit 10.3 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference.      



39



---

|      |  |                                                                                                                                                                                                                                                              
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28 |  | Amendment No. 2 to the Supplemental Retirement Agreement between Bank of Hampton Roads and Jack W. Gibson, dated May 27, 2008, attached as Exhibit 10.4 to the Registrants Current
Report on Form 8-K dated June 2, 2008, incorporated herein by reference. 
|      | 
|10.29 |  | Supplemental Retirement Agreement between Bank of Hampton Roads and Douglas J. Glenn, dated May 27, 2008, attached as Exhibit 10.5 to the Registrants Current Report on Form 8-K dated June
2, 2008, incorporated herein by reference.                      
|      | 
|10.30 |  | Credit Agreement between Compass Bank and Hampton Roads Bankshares, Inc., dated May 29, 2008, attached as Exhibit 10.6 to the Registrants Current Report on Form 8-K dated June 2, 2008,
incorporated herein by reference.                                  
|      | 
|10.31 |  | Pledge Agreement between Compass Bank and Hampton Roads Bankshares, Inc., dated May 29, 2008, attached as Exhibit 10.7 to the Registrants Current Report on Form 8-K dated June 2, 2008,
incorporated herein by reference.                                  
|      | 
|10.32 |  | Employment Agreement by and between Shore Bank, Hampton Roads Bankshares, Inc. and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.1 to the Registrants Current Report on
Form 8-K dated June 16, 2008, incorporated herein by reference.
|      | 
|10.33 |  | Restrictive Covenant Agreement by and between Hampton Roads Bankshares, Inc. and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.2 to the Registrants Current Report on
Form 8-K dated June 16, 2008, incorporated herein by reference.  
|      | 
|10.34 |  | Deferred Compensation Agreement by and between Shore Bank and Scott C. Harvard, dated as of June 1, 2008, attached as Exhibit 10.3 to the Registrants Current Report on Form 8-K dated June
16, 2008, incorporated herein by reference.                     
|      | 
|10.35 |  | Employment Agreement, dated as of August 28, 2006, between Hampton Roads Bankshares, Inc. and Lorelle L. Fritsch.*                                                                                                                                           
|      | 
|10.36 |  | First Amendment to Employment Agreement by and between Hampton Roads Bankshares, Inc. and Lorelle L. Fritsch, dated as of July 23, 2008.*                                                                                                                    
|      | 
|10.37 |  | Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of January 1, 2005, attached as Exhibit 99.5 to the Registrants Current Report on Form 8-K dated June 27, 2006,
incorporated herein by reference.                                    
|      | 
|10.38 |  | First Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008.*                                                                                                                                             
|      | 
|10.39 |  | Second Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008.*                                                                                                                                            
|      | 
|10.40 |  | Hampton Roads Bankshares, Inc. 2008 Director Deferred Compensation Plan dated as of January 1, 2008.*                                                                                                                                                        



40



---

|      |  |                                                                                                                                                                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.41 |  | Amended and Restated Hampton Roads Bankshares, Inc. Directors Deferred Compensation Plan.*                                                                                                                                                                                        
|      | 
|10.42 |  | Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of July 23, 2006, attached as Exhibit 4 to the Registrants Registration Statement on Form S-8 (Registration No.
333-139968) dated January 12, 2007, incorporated herein by reference.                             
|      | 
|10.43 |  | First Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of December 30, 2008.*                                                                                                                                                                          
|      | 
|10.44 |  | Second Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of December 30, 2008.*                                                                                                                                                                         
|      | 
|10.45 |  | Hampton Roads Bankshares, Inc. Executive Savings Plan Trust, dated as of July 23, 2006.*                                                                                                                                                                                           
|      | 
|10.46 |  | Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of March 14, 2006, attached as Exhibit 10.1 to the Registrants Registration Statement on Form S-8 (Registration No.
333-134583) dated May 31, 2006, incorporated herein by reference.                          
|      | 
|10.47 |  | First Amendment to Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of December 26, 2008.*                                                                                                                                                                       
|      | 
|10.48 |  | Non-Qualified Limited Stock Option Plan for Directors and Employees, dated March 31, 1994, attached as Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated herein by reference.                                         
|      | 
|10.49 |  | Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of March 14, 2002, attached as Exhibit 99.1 to the Registrants Registration Statement on Form S-3 dated
March 14, 2002, incorporated herein by reference.                                              
|      | 
|10.50 |  | Amended and Restated Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of July 23, 2008, included in Registrants Prospectus on Form 424B3 filed August 15, 2008,
incorporated herein by reference.                                                       
|      | 
|10.51 |  | Supplement No. 1 to Amended and Restated Dividend Reinvestment and Optional Cash Purchase Plan Prospectus, dated as of January 27, 2009, included in Registrants Prospectus on Form 424B3
filed March 4, 2009, incorporated herein by reference.                                  
|      | 
|10.52 |  | Gateway Financial Holdings, Inc. 2005 Omnibus Stock Ownership and Long Term Incentive Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form
S-8 (Registration No. 333-127978) dated August 31, 2005, incorporated herein by reference.
|      | 
|10.53 |  | Gateway Financial Holdings, Inc. 2001 Nonstatutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98021) dated August 13, 2002, incorporated herein by reference.                       
|      | 
|10.54 |  | Gateway Financial Holdings, Inc. 1999 Incentive Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98025) dated August 13, 2002, incorporated herein by reference.                          



41



---

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.55 |  | Gateway Financial Holdings, Inc. 1999 Nonstatutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-98027) dated August 13, 2002, incorporated herein by reference.                                                                                                                                                                                                                          
|      | 
|10.56 |  | Gateway Financial Holdings, Inc. 1999 BOR Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.s Registration Statement on Form S-8 (Registration No.
333-144841) dated July 25, 2007, incorporated herein by reference.                                                                                                                                                                                                                                    
|      | 
|10.57 |  | Shore Financial Corporation 2001 Stock Incentive Plan, attached as Exhibit 99 to Shore Financial Corporations Registration Statement on Form S-8 (Registration No. 333-82838) dated
February 15, 2002, incorporated herein by reference.                                                                                                                                                                                                                                             
|      | 
|10.58 |  | Shore Savings Bank, F.S.B. 1992 Stock Option Plan dated November 10, 1992, attached as Exhibit 10 to Shore Financial Corporations Registration Statement on Form S-4EF dated September
15, 1997, incorporated herein by reference.                                                                                                                                                                                                                                                   
|      | 
|13.1  |  | Excerpts from the Annual Report for the year ended December 31, 2007, except to the extent incorporated by reference, is being furnished for informational purposes only and is not deemed to
be filed as part of the Report on Form 10-K.                                                                                                                                                                                                                                            
|      | 
|14.1  |  | The Company has a Code of Ethics for its senior financial officers and the Chief Executive Officer. Any waivers of, or amendments to, the Code of Ethics will be disclosed through the timely
filing of a Form 8-K with the Securities and Exchange Commission. A copy of the Companys Code of Ethics can be obtained through written communications addressed to Neal A. Petrovich, Chief Financial Officer, Bank of Hampton Roads, 999
Waterside Dr., Suite 200, Norfolk, VA 23510.
|      | 
|21.1  |  | A list of the subsidiaries of Hampton Roads Bankshares, Inc.*                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 
|23.1  |  | Consent of Yount, Hyde & Barbour, P.C.*                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | 
|23.2  |  | Consent of KPMG LLP.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | 
|31.1  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.2  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.3  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.4  |  | Rule 13a-14(a) Certification of Member of Interim Office of the Chief Executive.**                                                                                                                                                                                                                                                                                                                                                                                                    
|      | 
|31.5  |  | Rule 13a-14(a) Certification of Chief Financial Officer.**                                                                                                                                                                                                                                                                                                                                                                                                                            



|* | Previously filed.
|- | -----------------

|** | Filed Herewith.
|-- | ---------------



42