UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Amendment No. 1 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, 2010
 Commission File Number 001-32968
 HAMPTON ROADS BANKSHARES, INC.
  Virginia
    
    54-2053718(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)999 Waterside Dr., Suite 200Norfolk, Virginia
    
    23510(Address of principal executive offices)
    
    (Zip Code)
 (757) 217-1000
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
    2




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ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 DIRECTORS
  Director
    
    TermName
    
    Age
    
    Principal Occupation
    
    Since
    
    Expires inJohn A. B. Andy
Davies, Jr.
    
    
    60
    
    
    Mr. Davies was
named President and
CEO of the Company
in July 2009.
Prior to joining
the Company, Davies
was President and
CEO of The Marathon
Organization Ltd.,
a management
consulting firm
focused on
community banks.
Davies served as
Chairman of the
Virginia Board of
Directors of RBC
Centura Bank from
2001 to 2004 and as
Regional President
 Virginia Market
of Centura Bank
from 1999 to 2001.
From 1991 to 1999,
he was President,
CEO, and Director
of First Coastal
Bankshares. His
banking career
began in 1974. He
is a graduate of
the College of
William and Mary
and the Stonier
Graduate School of
Banking. Mr.
Davies has been
actively engaged
with numerous
civic, cultural,
and educational
organizations in
Hampton Roads,
including the role
of board chairman
with ACCESS College
Foundation, WHRO
Foundation, United
Way of South
Hampton Roads, and
Junior Achievement
of Greater Hampton
Roads. Mr. Davies
experience in the
banking industry
and his extensive
knowledge of
financial services
provide the Board
with an invaluable
resource for
assessing and
managing risk and
for strategic
corporate planning.
    
    
    2009
    
    
    
    2011Douglas J. Glenn
    
    
    44
    
    
    Mr. Glenn is
Executive Vice
President, Chief
Operating Officer,
and General Counsel
of the Company and
Executive
Vice-President and
General Counsel of
the Bank of Hampton
Roads. He was
appointed Executive
Vice President and
General Counsel of
the Company and the
Bank in 2007. He
added the
responsibilities of
Chief Operating
Officer of the
Company in February
2009.
    
    
    2006
    
    
    
    2012Prior to joining
the Company, Mr.
Glenn practiced law
at Pender & Coward,
P.C. in Virginia
Beach, Virginia.
His law practice
was focused
primarily on small
business clients
and clients
involved in various
aspects of real
estate. His
knowledge of small
business and
 3




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##### 



Director
    
    TermName
    
    Age
    
    Principal Occupation
    
    Since
    
    Expires inreal
estate finance and
legal issues are
valuable attributes
for the Companys
Board of Directors.Billy G. Roughton
    
    
    66
    
    
    Mr. Roughton was a
director of Gateway
Financial Holdings,
Inc. (Gateway)
until its merger
with the Company on
December 31, 2008
and was Chairman of
the Board of
Gateway Bank &
Trust Co, Inc.
(Gateway Bank)
until May 2009. He
is President and
CEO of BGR
Development, a
company that
develops and
manages both
residential and
commercial real
estate, positions
he has held since
1974. He also is
Dealer Principal,
President, and CEO
of JEB Management
Services, Inc.,
doing business as
Alliance Nissan,
which is a
franchised
automobile
dealership,
positions he has
held since 2009.
In addition, Mr.
Roughton is the
Managing Partner of
various companies
involved in real
estate development
and project
management for both
residential and
commercial real
estate. He is
directly involved
in the management
of the business
ventures including,
among other
aspects, personnel
management,
financing, project
cash flow, permit
acquisition,
operations, and
overall viability
and corporate
stability. Mr.
Roughton has
substantial
knowledge of the
market for
residential and
commercial real
estate and of
participants in the
market on the Outer
Banks area of North
Carolina.
    
    
    2008
    
    
    
    2012Henry P. Custis, Jr.
    
    
    65
    
    
    Mr. Custis is
currently the
Chairman of the
Companys Board of
Directors, a
position he has
held since 2010.
Mr. Custis is a
Partner at Custis,
Lewis & Dix, a law
firm in Accomac,
Virginia. He has
practiced law since
1970. He was
chairman of the
board of Shore
until its merger
with the Company on
June 1, 2008 and
currently serves as
chairman of Shore
Bank, a position he
has held since
1997. He also has
served on boards
for Eastern Shore
Citizens Bank from
1974-1975 and
predecessor banks
to the current
SunTrust Banks,
Inc. Mr. Custis is
a former director
of the Eastern
Shore of Virginia
Community
Foundation. He has
practiced law for
39 years, served on
bank boards for 36
years, and been an
investor for 35
years.
    
    
    2008
    
    
    
    2012Patrick E. Corbin
    
    
    57
    
    
    Mr. Corbin is the
Managing
Shareholder of
Corbin & Company,
P.C. He has been a
    
    
    2009
    
    
    
    2012
 4




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##### 



Director
    
    TermName
    
    Age
    
    Principal Occupation
    
    Since
    
    Expires inCertified Public
Accountant since
1979. From 1988 to
2000 he was a
director and
chairman of the
audit committee of
Cenit Bank for
Savings in Norfolk,
Virginia. He holds
a Bachelor of
Science degree in
business with a
major in accounting
from Virginia
Polytechnic
Institute. He is a
member of
professional
organizations
including, the
American Institute
of Certified Public
Accountants, the
Virginia Society of
Certified Public
Accountants, and
the Tidewater
Virginia Society of
Certified Public
Accountants. He is
a director and past
chairman of the
Chesapeake
Alliance. He was
designated as
Super CPA by
Virginia Business
magazine in the
fields of
litigation support
and business
valuation for the
years 2002-2007.
Mr. Corbin brings
significant
experience to the
Board in the fields
of accounting and
small business
expertise.William A. Paulette
    
    
    63
    
    
    Mr. Paulette was a
director of Gateway
until its merger
with the Company on
December 31, 2008
and was a director
of Bank of Richmond
from 1998 to 2007.
He has served on
the board of
Virginia Military
Institute since
2003. He is
founder, President,
and CEO of KBS,
Inc., a
construction firm
based in Richmond,
Virginia. He is
responsible for the
general management
of KBS including
its financial
success.
    
    
    2009
    
    
    
    2012W. Lewis Witt
    
    
    68
    
    
    Mr. Witt has been
the owner and
president of
Inner-view, Ltd.
since September
1976, a utility
contractor, and has
been the owner of
Greenbrier Self
Storage since 1997.
He previously
served as a
Chairman of Coastal
Virginia Bank until
its acquisition by
the Company in
1992. Mr. Witts
involvement with
utility contracting
acquaints him with
a wide network of
community officials
and other
contractors. He is
knowledgeable
regarding the South
Hampton Roads real
estate and
development market
and many of its
participants.
    
    
    2001
    
    
    
    2013Jordan E. Slone
    
    
    49
    
    
    Mr. Slone has been
the Chairman and
CEO of Harbor Group
International since
July 1985, a
diversified real
estate investment
and financial
services company
with offices in the
United States,
Canada, and Israel
and owns and
manages properties
in five countries,
including
properties in the
Companys markets.
Harbor Groups
property portfolio
of Class A office
buildings and
apartment complexes
exceeds
    
    
    2006
    
    
    
    2013
 5




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##### 



Director
    
    TermName
    
    Age
    
    Principal Occupation
    
    Since
    
    Expires in$2.7
billion in value.
Harbor Group also
owns 3.5% of the
third largest
mobile home company
in the United
States.
Additionally, the
company originates
and purchases loans
as well as
commercial
mortgage-backed
securities. Prior
to forming Harbor
Group in 1985, Mr.
Slone was
co-founder and Vice
President of
International
Spring Corporation,
a Portsmouth,
Virginia
manufacturer of
inner box springs
for the mattress
industry. In 1986,
the Slone family
sold International
Spring to Leggett
and Platt, Inc., a
Fortune 500
company. Mr. Slone
also serves on the
Board of Directors
of USA Discounters,
a furniture
retailer and
finance company
with 13 stores
across the United
States. In
addition, he is an
Advisory Board
Member of the
National
Multi-Housing
Council. Mr. Slone
brings significant
knowledge regarding
commercial real
estate and finance
as well as
organizational and
managerial skills
to the Company.Randal K. Quarles
    
    
    53
    
    
    Mr. Quarles was
designated to the
Companys Board of
Directors by an
affiliate of The
Carlyle Group
pursuant to the
terms of the
Investment
Agreements. Mr.
Quarles is
currently a
managing director
with The Carlyle
Group in Washington
D.C., a position he
has held since
August 2007. Mr.
Quarles brings a
wealth of
experience related
to the regulation
of financial
institutions. From
August 2001 until
October 2006, Mr.
Quarles served in a
variety of senior
roles at the U.S.
Department of the
Treasury: from
August 2005 to
December 2006 as
Under Secretary of
the Treasury for
Domestic Finance;
from 2002 to 2005
as Assistant
Secretary of the
Treasury for
International
Affairs; and from
2001 to 2002 as the
United States
Executive Director
at the
International
Monetary Fund. From
1984 to 1991 and
from 1993 to 2001,
Mr. Quarles
practiced law in
the private sector
at Davis Polk &
Wardwell, where he
was a partner from
1994 to 2001 and
co-head of the
firms Financial
Institutions Group
from 1996 to 2001.
In the interval
from 1991 to 1993,
Mr. Quarles also
served in the
Treasury
Department: from
1992 to 1993 as
Deputy Assistant
Secretary for
Financial
Institutions
Policy, and from
1991 to 1992 as
Special Assistant
to the Secretary of
the Treasury.
    
    
    2010
    
    
    
    2011
 6




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##### 



Director
    
    TermName
    
    Age
    
    Principal Occupation
    
    Since
    
    Expires inHal F. Goltz
    
    
    28
    
    
    Mr. Goltz was
designated to the
Companys Board of
Directors by an
affiliate of
Anchorage Advisors
pursuant to the
terms of the
Investment
Agreements. Mr.
Goltz is currently
a Senior Analyst at
Anchorage Advisors,
a position which he
has held since
October 2007. From
June 2004-June
2007, he was an
Event-Driven
Analyst of Citadel
Investment Group.
Mr. Goltz has
significant
experience in the
financial services
industry and
experience with
distressed
financial
institutions.
    
    
    2010
    
    
    
    2011Robert B. Goldstein
    
    
    71
    
    
    Robert B. Goldstein
is a founding
Principal in CapGen
Capital Advisers, a
private equity fund
that invests in
banks and financial
service companies.
His experience
includes many years
in commercial
banks, savings and
loan associations
and other financial
institutions. Over
the years, he has
been CEO of
numerous banks and
thrifts, and on the
boards of directors
as both a
management member
as well as serving
as an independent
director. The
institutions range
in size from small
to large cap and
have been located
in various
geographic areas.
Goldstein draws
from a team of
highly experienced
bankers who bring
skills in such
diverse areas as
risk management,
asset quality
administration,
audit, finance and
marketing.
    
    
    2010
    
    
    
    2011In addition to his
role as a Director
of both BankFIRST
and as Chairman of
the board of The
BANKshares, Inc,
Goldstein is a
Founding Principal
of CapGen Capital
Advisers; serves on
the Board of
Directors of FNB
Corporation,
Hermitage, PA;
serves on the Board
of Directors of
Seacoast Banking
Corporation and
Seacoast National
Bank, Stuart, FL;
as well as on the
board of Palmetto
Bancshares, Inc and
Palmetto Bank,
Greenville, SC;
also on the board
of Hampton Road
Bankshares, Inc,
Norfolk, VA and is
a member of the
Executive Network
of Glencoe Capital
LLC of Chicago, IL.
Among other
achievements, he
was named
Businessperson of
the Year in New
Haven.Goldstein received
a B.B.A. degree
from Texas
Christian
University, where
he graduated magna
cum laude and was
an Honor Student in
the University of
Texas program for
merit scholars. He
also served for
seven years on the
faculty of the
Southwestern
Graduate School of
Banking at Southern
Methodist
University.
 7




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##### 



NON-DIRECTOR EXECUTIVE OFFICERS (INCLUDING NAMED EXECUTIVE OFFICERS)
  
 
 
 Family relationships
  Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  8




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##### 



ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
      9




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##### 




    
    a prohibition on payment to any of our five most highly compensated employees of any
cash bonuses;
 
    
    a prohibition on our Named Executive Officers and the next five most highly compensated
employees from receiving any severance payments upon a termination of employment or any
payments triggered by a change-in-control;
 
    
    a requirement that we claw back incentive compensation to our Named Executive Officers
and the next 20 most highly compensated employees if it is based on materially inaccurate
financial statements or performance metrics, and a prohibition on payment of any tax
gross-up payment to this group; and
 
    
    a limitation on tax deductions for compensation paid to each of our Named Executive
Officers that exceeds $500,000 in any year.
  
    
    Incentive compensation arrangements should balance risk and financial results in a
manner that does not encourage employees to expose their organizations to imprudent risks.
 
    
    A banking organizations risk-management processes and internal controls should
reinforce and support the development and maintenance of balanced incentive compensation
arrangements.
 
    
    Banking organizations should have strong and effective corporate governance to help
ensure sound compensation practices, including active and effective oversight by the board
of directors.
   
    
    Performance-based bonuses and other incentive payments to the five most highly
compensated employees, and all other employees were not made during fiscal 2010.
 
    
    The change of control agreements previously applicable to senior executive officers, the
next five most highly compensated employees, and all other employees continued to be
suspended in fiscal 2010.
  10




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Salary
   11




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##### 



Employment Agreements:
 John A. B. Davies, Jr
    12




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##### 



Stephen P. Theobald
 Lorelle Fritsch
 Douglas J. Glenn
   David
Twiddy
 13




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##### 



.
 Kevin Pack
   Neal Petrovich
 Incentive Arrangement:
 2006 Stock Incentive Plan
 Executive Savings Plan
 14




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##### 



Defined Contribution Plan
   .
 Supplemental Retirement Agreement
   Supplemental Executive Retirement Plan
 15




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##### 



Perquisites and other benefits
 Split Dollar Arrangements
 Risk Assessment
  Leadership Structure
  2010 Compensation Committee Report
  16




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##### 




    
    Performance-based bonuses and other incentive payments to the five most highly
compensated employees, as well as all other employees were not made during fiscal
2010.
    
    The change of control agreements previously applicable to senior executive
officers, the next five most highly compensated employees, and all other employees
were suspended during fiscal 2010.
   17




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##### 



Summary Compensation Table
  Non-
    
    Change inEquity
    
    Pension ValueIncentive
    
    andPlan
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Compen-
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    Bonus
    
    Awards
    
    Awards
    
    sation
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    Salary ($)
    
    ($)
    
    (h)($)
    
    (i)($)
    
    ($)
    
    Earnings (j)($)
    
    ($)
    
    ($)John A. B. Davies, Jr.
    
    
    2010
    
    
    $
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    78,197
    (a)
    
    
    578,1972009
    
    
    
    242,628
    
    
    
    57,895
    
    
    
    123,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,913
    
    
    
    436,186Stephen P. Theobald
    
    
    2010
    
    
    
    35,417
    (b)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269,785
    (m)
    
    
    305,202Neal A. Petrovich
    
    
    2010
    
    
    
    135,417
    (k)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,944
    (c)
    
    
    135,4662009
    
    
    
    234,006
    
    
    
    
    
    
    
    41,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,976
    
    
    
    309,482Lorelle L. Fritsch (l)
    
    
    2010
    
    
    
    205,817
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,226
    
    
    
    10,451
    (d)
    
    
    233,4942009
    
    
    
    181,166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,099
    
    
    
    11,405
    
    
    
    208,6702008
    
    
    
    131,907
    
    
    
    
    
    
    
    22,500
    
    
    
    
    
    
    
    
    
    
    
    15,046
    
    
    
    44,022
    
    
    
    213,475David Twiddy(n)
    
    
    2010
    
    
    
    425,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    244,463
    
    
    
    25,439
    (e)
    
    
    694,9022009
    
    
    
    425,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,945
    
    
    
    109,605
    
    
    
    740,5502008
    
    
    
    425,000
    
    
    
    130,000
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855,307
    
    
    
    1,490,307Douglas J. Glenn
    
    
    2010
    
    
    
    404,167
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,976
    
    
    
    59,942
    (f)
    
    
    527,3932009
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,193
    
    
    
    75,302
    
    
    
    530,495Kevin Pack
    
    
    2010
    
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,299
    (g)
    
    
    494,2992009
    
    
    
    353,718
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,344
    
    
    
    373,062
 18




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##### 



(a)
    
    This column includes $40,150 in fees for acting as a director of the Company, $3,874 for
personal use of a Company automobile, and a $34,173 payment to correct an underpayment due to
payment error in 2009.(b)
    
    This amount represents part-year compensation due to Mr. Theobald having joined the Company as
Chief Financial Officer on December 1, 2010.(c)
    
    This column includes Greenbrier Country Club dues of $1,801, $1,073 for personal use of a
Company automobile and a $2,070 payment related to the vesting of restricted stock.(d)
    
    This column includes $8,233 in 401(k) match, $1,168 for personal use of a Company automobile,
and $1,050 earnings related to an executive savings plan.(e)
    
    This column includes $14,700 in 401(k) match, $900 for personal use of a Company automobile,
the Pines Lake Country Club dues of $1,725, and BOLI imputed income of $8,114.(f)
    
    This column includes $9,800 in 401(k) match, $3,830 for personal use of a Company automobile,
a $1,760 payment related to the vesting of restricted stock, ($7,308) earnings for an executive
savings plan, and Cavalier Golf & Yacht Club dues of $11,960. This total also includes $39,900 in
fees for acting as a director of the Company.(g)
    
    This column includes $14,700 in 401(k) match, $700 for personal use of an automobile, Capital
City Club dues of $1,914, State Club dues of $1,030, BOLI imputed income of $955 and $150,000 in
regards to a non-solicitation and non-competition agreement.(h)
    
    This column represents stock awards granted by the Company. The expense was calculated
according to ASC Topic 718 (formerly known as FASB Statement 123R). Stock awards are expensed over
the vesting periods established at the time the grants are made by the Company.(i)
    
    This column represents the expense to the Company related to stock options granted. The
expense was calculated according to ASC Topic 718 (formerly known as FASB Statement 123R). Stock
options granted to employees and Directors have exercise prices equal to the market value of our
common stock on the grant date.(j)
    
    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.(k)
    
    This amount represents part-year compensation due to Mr. Petrovich having resigned from the
Company, effective June 4, 2010.(l)
    
    Ms. Fritsch acted as the Chief Financial Officer of the Company from August 2008 to February
2009 and May 2010 to December 1, 2010.(m)
    
    Represents consulting fees earned prior to becoming Chief Financial Officer. 19




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##### 



(n)
    
    Mr. Twiddy resigned as Executive Vice President of the Company effective February 24, 2011. Grants of Plan-Based Awards Table
  All Other
    
    All Other OptionStock Awards:
    
    Awards: Number
    
    Exercise or
    
    Grant DateNumber of
    
    of Securities
    
    Base Price of
    
    Fair ValueShares of
    
    Underlying
    
    Option
    
    of Stock andStock or Units
    
    Options
    
    Awards
    
    OptionName
    
    Grant Date
    
    (#)
    
    (#)
    
    ($/Sh)
    
    Awards ($)John A. B. Davies, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen P. Theobald
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Neal A. Petrovich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lorelle L. Fritsch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David Twiddy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas J. Glenn
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Pack
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Outstanding Equity Awards at Fiscal Year-End Table
  Option Awards
    
    Stock AwardsNumber
    
    Marketof
    
    Value ofShares
    
    Sharesor Units
    
    or UnitsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    of StockSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    ThatUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    Have
    
    HaveUnexercised
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    NotOptions (#)
    
    Options (#)
    
    Price
    
    Expiration
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date
    
    (#)
    
    ($)John A. B. Davies, Jr.
    
    
    0
    
    
    
    0
    
    
    $
    0.00
    
    
    
    n/a
    
    
    
    0
    
    
    $
    0.00Stephen P. Theobald
    
    
    0
    
    
    
    0
    
    
    $
    0.00
    
    
    
    n/a
    
    
    
    0
    
    
    $
    0.00Neal A. Petrovich
    
    
    0
    
    
    
    0
    
    
    $
    0.00
    
    
    
    n/a
    
    
    
    0
    
    
    $
    0.00Lorelle L. Fritsch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    $
    0.002,400
    
    
    
    600
    
    
    $
    12.00
    
    
    
    12/31/2016
 20




---



##### 



Option Awards
    
    Stock AwardsNumber
    
    Marketof
    
    Value ofShares
    
    Sharesor Units
    
    or UnitsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    of StockSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    ThatUnderlying
    
    Underlying
    
    Option
    
    
    
    
    
    Have
    
    HaveUnexercised
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    NotOptions (#)
    
    Options (#)
    
    Price
    
    Expiration
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date
    
    (#)
    
    ($)1,978
    
    
    
    0
    
    
    $
    10.65
    
    
    
    12/31/20152,079
    
    
    
    0
    
    
    $
    9.75
    
    
    
    12/31/20141,074
    
    
    
    0
    
    
    $
    8.77
    
    
    
    12/31/20131,006
    
    
    
    0
    
    
    $
    7.09
    
    
    
    12/31/20121,192
    
    
    
    0
    
    
    $
    7.03
    
    
    
    12/31/2011729
    
    
    
    0
    
    
    $
    6.53
    
    
    
    12/31/2010David Twiddy
    
    
    670
    
    
    
    2,680
    
    
    $
    21.87
    
    
    
    8/28/201624,321
    
    
    
    0
    
    
    $
    19.67
    
    
    
    11/24/201413,764
    
    
    
    0
    
    
    $
    9.16
    
    
    
    8/2/20116,075
    
    
    
    0
    
    
    $
    8.64
    
    
    
    11/20/2010Douglas J. Glenn
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    $
    2,080.000
    
    
    
    20,000
    
    
    $
    12.25
    
    
    
    11/1/20172,000
    
    
    
    0
    
    
    $
    12.00
    
    
    
    12/31/201610,000
    
    
    
    0
    
    
    $
    12.00
    
    
    
    12/31/2016Kevin Pack
    
    
    1,340
    
    
    
    5,360
    
    
    $
    20.985
    
    
    
    8/31/2017
  Option Exercises and Stock Vested Table
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number ofAcquired on
    
    Value Realized
    
    Shares Acquired
    
    Value RealizedExercise
    
    on Exercise
    
    on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)John A. B. Davies, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen P. Theobald
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Neal A. Petrovich
    
    
    
    
    
    
    
    
    
    
    1000
    
    
    $
    2070Lorelle L. Fritsch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David Twiddy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas J. Glenn
    
    
    
    
    
    
    
    
    
    
    2000
    
    
    $
    1760Kevin Pack
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Pension Benefits Table
  21




---



##### 



Number of
    
    Present Value of
    
    PaymentsYears Credited
    
    Accumulated
    
    During LastService
    
    Benefit
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)John A. B. Davies, Jr.
    
    None
    
    
    
    
    
    
    
    
    
    
    Stephen P. Theobald
    
    None
    
    
    
    
    
    
    
    
    
    
    Neal A. Petrovich
    
    None
    
    
    
    
    
    
    
    
    
    
    Lorelle L. Fritsch
    
    Supplemental Executive Retirement Plan
    
    
    3
    
    
    $
    48,372
    
    
    
    David Twiddy
    
    Supplemental Retirement Agreement
    
    
    2
    
    
    $
    805,615
    
    
    
    Douglas J. Glenn
    
    None
    
    
    3
    
    
    $
    155,482
    
    
    
    Kevin Pack
    
    None
    
    
    
    
    
    
    
    
    
    
    
  Nonqualified Deferred Compensation Table
  Executive
    
    Registrant
    
    Aggregate
    
    
    
    
    
    AggregateContributions
    
    Contributions
    
    Earnings in
    
    Aggregate
    
    Balance atin Last Fiscal
    
    in Last Fiscal
    
    Last Fiscal
    
    Withdrawals/
    
    Last FiscalYear
    
    Year
    
    Year
    
    Distributions
    
    Year-EndName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)John A. B. Davies, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen P. Theobald
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/ANeal A. Petrovich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lorelle L. Fritsch
    
    
    
    
    
    
    
    
    
    $
    1,050
    
    
    
    
    
    
    $
    50,477David Twiddy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas J. Glenn
    
    
    
    
    
    
    
    
    
    $
    (7,308
    )
    
    
    
    
    
    $
    4,939Kevin Pack
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 22




---



##### 



Potential Payments upon Termination or Change-in-Control
 (1)
 Davies
    
    Theobald
    
    Petrovich
    
    Fritsch
    
    Glenn
    
    Pack
    
    TwiddyCHANGE OF CONTROLEmployment Agreement
    
    
    2,040,793
    
    
    
    
    
    
    
    
    
    
    
    408,084
    
    
    
    1,073,791
    
    
    
    
    
    
    
    2,064,502Supplemental Retirement
Agreement/PlanFully vested prior to
Change of Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,284Additional vesting due
to change in control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    683,094
    
    
    
    2,328,283
    
    
    
    
    
    
    
    3,640,122Employee Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    197,277
    
    
    
    332,501
    
    
    
    
    
    
    
    Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    750
    
    
    
    
    
    
    
    Sub Total
    
    
    2,040,793
    
    
    
    
    
    
    
    
    
    
    
    1,288,454
    
    
    
    3,735,325
    
    
    
    
    
    
    
    6,128,909Contractual Gross-Up for
Excise Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    588,113
    
    
    
    1,699,201
    
    
    
    
    
    
    
    2,587,300Company Payment Upon
Change of Control
    
    
    2,040,793
    
    
    
    
    
    
    
    
    
    
    
    1,876,567
    
    
    
    5,434,526
    
    
    
    
    
    
    
    8,716,209RETIREMENTRestricted Stock Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employment Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,660,842
    
    
    
    
    
    
    
    2,899,277SERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    455,396Employee Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902Retirement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    497,298
    
    
    
    1,660,842
    
    
    
    
    
    
    
    2,899,277TERMINATION OF
EMPLOYMENT BY EXECUTIVE
WITH GOOD REASONRestricted Stock Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employment Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,261Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,284
 23




---



##### 



Davies
    
    Theobald
    
    Petrovich
    
    Fritsch
    
    Glenn
    
    Pack
    
    TwiddySERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    EXECUTIVE TERM W/ GOOD
REASON
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    848,545TERMINATION OF
EMPLOYMENT BY EXECUTIVE
WITHOUT GOOD REASONRestricted Stock Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employment Agreement /
Consulting Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    424,284SERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Director Deferred Comp
Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Director Retirement
Agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    EXECUTIVE TERM
W/O GOOD REASON
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    424,284TERMINATION OF
EMPLOYMENT BY BANK
WITHOUT CAUSERestricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employment Agreement
    
    
    747,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,261
    
    
    
    
    
    
    
    424,261Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   424,284SERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    BANK TERM W/O
CAUSE
    
    
    747,985
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    424,261
    
    
    
    
    
    
    
    848,545TERMINATION OF EMPLOYMENT BY BANK WITH
CAUSE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DEATHRestricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,120
    
    
    
    
    
    
    
    Employment Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    417,734
    
    
    
    
    
    
    
    417,734SERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351,179
    
    
    
    
    
    
    
    
    
    
    
    Executive Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    DEATH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    393,081
    
    
    
    420,854
    
    
    
    
    
    
    
    417,734DISABILITYRestricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,120
    
    
    
    
    
    
    
    Employment Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,500
    
    
    
    212,500
    
    
    
    
    
    
    
    212,500Supplemental Retirement
Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    424,284SERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    455,396
    
    
    
    
    
    
    
    
    
    
    
    Executive Savings Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,902
    
    
    
    
    
    
    
    
    
    
    
    DISABILITY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    609,798
    
    
    
    215,620
    
    
    
    
    
    
    
    636,784
 24




---



##### 



(1)
    
    The TARP compensation limitations prohibit the Company from making any payment to the
Named Executive Officers for departure from the Company for any reason, or paying any benefit upon
a change-in-control, except for payments for services performed or benefits accrued. In addition,
the Company is prohibited, under section 18(k) of the Federal Deposit Insurance Act and 12 C.F.R.
Part 359, from making any severance or indemnification payments to its employees for so long as
Bank of Hampton Roads or the Company remain in troubled condition under applicable federal
regulations. Both of these limitations exclude payments due to an employee on death or disability.
Therefore, even though we have discussed above potential payments that would have been due had a
termination of an executive officer occurred as of December 31, 2010, it is likely that the
application of the TARP compensation limitations and/or 12 C.F.R. Part 359 would result in a
prohibition of all such payments, except to the extent previously accrued under generally accepted
accounting principles or due to death or disability, to a Named Executive Officer if such officer
terminated employment during the TARP period or while the restrictions of 12 C.F.R. Part 359 apply. Director Compensation Table
  Fees Earned orPaid in Cashfrom the
    
    Fees Earned orTotal Fees
    
    
    
    
    
    
    
    
    
    Company/Bank
    
    Paid in CashEarned or Paid
    
    
    
    
    
    Option
    
    of Hampton
    
    from Shorein Cash
    
    Stock Awards
    
    Awards
    
    Roads
    
    BankName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)William Brumsey, III(1)(6)
    
    
    25,025
    
    
    
    
    
    
    
    
    
    
    
    25,025
    
    
    
    Pat Corbin(7)
    
    
    32,325
    
    
    
    
    
    
    
    
    
    
    
    31,825
    
    
    
    500Henry P. Custis(7)(10)
    
    
    49,525
    
    
    
    
    
    
    
    
    
    
    
    25,525
    
    
    
    24,000John A. B. Davies, Jr.(7)
    
    
    40,150
    
    
    
    
    
    
    
    
    
    
    
    23,650
    
    
    
    16,500Douglas J. Glenn(7)
    
    
    39,900
    
    
    
    
    
    
    
    
    
    
    
    23,400
    
    
    
    16,500Robert B. Goldstein(2)
    
    
    4,225
    
    
    
    
    
    
    
    
    
    
    
    4,225
    
    
    
    Hal F. Goltz(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Herman A. Hall,
III(1)(6)(11)
    
    
    28,650
    
    
    
    
    
    
    
    
    
    
    
    28,650
    
    
    
    Richard F. Hall,
III(4)(8)(12)
    
    
    49,850
    
    
    
    
    
    
    
    
    
    
    
    29,650
    
    
    
    20,200Robert R. Kinser(1)(6)
    
    
    27,900
    
    
    
    
    
    
    
    
    
    
    
    27,900
    
    
    
    William E. Paulette
    
    
    24,100
    
    
    
    
    
    
    
    
    
    
    
    24,100
    
    
    
    Randal K. Quarles(3)
    
    
    5,650
    
    
    
    
    
    
    
    
    
    
    
    5,650
    
    
    
    Bobby L. Ralph(1)(6)
    
    
    30,650
    
    
    
    
    
    
    
    
    
    
    
    30,650
    
    
    
    Billy G. Roughton
    
    
    25,650
    
    
    
    
    
    
    
    
    
    
    
    25,650
    
    
    
    Jordan E. Slone
    
    
    27,275
    
    
    
    
    
    
    
    
    
    
    
    27,275
    
    
    
    Roland Carroll Smith,
Sr.(1)(6)
    
    
    26,250
    
    
    
    
    
    
    
    
    
    
    
    26,250
    
    
    
    Ollin B. Sykes(1)(6)
    
    
    26,400
    
    
    
    
    
    
    
    
    
    
    
    26,400
    
    
    
    Emil A. Viola(5)(9)
    
    
    22,700
    
    
    
    
    
    
    
    
    
    
    
    22,700
    
    
    
    Frank T. Williams(1)(6)
    
    
    27,025
    
    
    
    
    
    
    
    
    
    
    
    27,025
    
    
    
    W. Lewis Witt
    
    
    29,900
    
    
    
    
    
    
    
    
    
    
    
    29,900
    
    
    
    Jerry T. Womack(1)(6)
    
    
    25,650
    
    
    
    
    
    
    
    
    
    
    
    25,650
    
    
    
    
 25




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##### 



(1)
    
    Company Directorship ended on September 30, 2010; remains a director of Bank of Hampton Roads.(2)
    
    Company Directorship began on October 4, 2010.(3)
    
    Company Directorship began on September 30, 2010.(4)
    
    Company Directorship ended on September 30, 2010.(5)
    
    Company Directorship and Bank of Hampton Roads Directorship ended on September 28, 2010.(6)
    
    Fees paid after September 30, 2010, for Bank of Hampton Roads Directorship only.(7)
    
    Received only one fee for both Company and Bank of Hampton Roads Directorships.(8)
    
    Fees paid after September 30, 2010 for Bank of Hampton Roads and Shore Bank Directorships only.(9)
    
    Chairman of the Boards for the Company and Bank of Hampton Roads until September 28, 2010.(10)
    
    Chairman of the Companys board as of September 28, 2010; Chairman of the Shore Bank Board until October 25, 2010.(11)
    
    Chairman of the Board of Bank of Hampton Roads as of September 28, 2010.(12)
    
    Chairman of the Board of Shore Bank as of October 25, 2010.    Compensation Committee Interlocks and Insider Participation
  26




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##### 



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Beneficial Ownership of Directors, Executive Officers, and Principal Shareholders of the Company
   Number of Shares
    
    Percent ofName
    
    Beneficially Owned
    
    Outstanding Shares (1)Certain Beneficial Owners:Carlyle Financial Services Harbor, L.P.(2)
    
    
    196,767,315.00
    (3)
    
    
    23.57
    (3)ACMO-HR, L.L.C.(4)
    
    
    196,543,825.00
    (5)
    
    
    23.09
    (5)CapGen Capital Group VI LP(6)
    
    
    159,389,597.00
    (7)
    
    
    18.91
    (7)Fir Tree Value Master Fund, L.P.(8)
    
    
    82,633,418.00
    
    
    
    9.90Affiliates of Davidson Kempner Capital
Management LLC
    
    
    82,633,418.00
    (9)
    
    
    9.90United States Department of the Treasury
    
    
    53,551,408.00
    (10)
    
    
    6.41Directors:John A. B. Davies, Jr.
    
    
    119,843.05
    (11)
    
    
    *Patrick E. Corbin
    
    
    697,641.67
    (12)
    
    
    *Henry P. Custis
    
    
    630,496.00
    (13)
    
    
    *Douglas J. Glenn
    
    
    126,893.02
    (14)
    
    
    *William A. Paulette
    
    
    417,346.00
    (15)
    
    
    *Billy Roughton
    
    
    1,276,896.71
    (16)
    
    
    *Jordan E. Slone
    
    
    371,093.34
    (17)
    
    
    *
 27




---



##### 



Number of Shares
    
    Percent ofName
    
    Beneficially Owned
    
    Outstanding Shares (1)W. Lewis Witt
    
    
    1,000,087.86
    (18)
    
    
    
    *Robert B. Goldstein(19)
    
    
    159,389,597.00
    (20)
    
    
    18.91Hal F. Goltz
    
    
    
    
    
    
    Randal K. Quarles
    
    
    
    
    
    
    Non-Director Executive Officers (not
included above):Stephen P. Theobald
    
    
    
    
    
    
    Lorelle L. Fritsch
    
    
    22,934.51
    (21)
    
    
    
    *Kevin Pack
    
    
    205,586.41
    (22)
    
    
    
    *All Directors and Executive Officers, as
a group (14 persons)
    
    
    168,431,818.58
    (23)
    
    
    19.88
 
 *
    
    Represents less than 1% of outstanding shares.(1)
    
    Applicable percentages are based on 834,680,993.56 shares outstanding on April 11, 2011.
Shares of common stock subject to options and warrants exercisable within 60 days of April 11,
2011 are deemed outstanding (without regard for limitations on exercise) for computing the
percentage of the person holding such options or warrants but are not deemed outstanding for
computing the percentage held by any other person. The table includes shares owned by
spouses, other immediate family members, in trust, shares held in retirement accounts or funds
for the benefit of the named individuals, shares held as restricted stock and other forms of
ownership, over which shares the persons named in the table may possess voting and/or
investment power.(2)
    
    DBD Cayman Holdings, Ltd., is the sole shareholder of DBD Cayman, Ltd., which is the general
partner of TCG Holdings Cayman II, L.P., which is the general partner of TC Group Cayman
Investment Holdings, L.P., which is the sole shareholder of Carlyle Financial Services, Ltd.,
which is the general partner of TCG Financial Services, L.P., which is the general partner of
Carlyle Financial Services Harbor, L.P. William E. Conway, Jr., Daniel A. DAniello and David
M. Rubenstein are the ordinary members as well as the directors of DBD Cayman Holdings, Ltd.
and, in such capacities, may be deemed to share beneficial ownership of the shares of common
stock owned by DBD Cayman, Ltd. William E. Conway, Jr., Daniel A. DAniello, David M.
Rubenstein and Glenn Youngkin are the directors of Carlyle Financial Services, Ltd. and, in
such capacity, may be deemed to share beneficial ownership of the shares of common stock
beneficially owned by Carlyle Financial Services, Ltd.(3)
    
    Does not include 8,346,810.00 shares of common stock underlying a warrant that becomes
exercisable only upon the occurrence of a stay of the Written Agreement the with the Federal
Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State
Corporation Commission (the Written Agreement) or the occurrence of a Sale Event, as
defined in the applicable warrant agreement.(4)
    
    All investment and voting decisions with respect to the shares of common stock held by ACMO- 28




---



##### 



HR, L.L.C. are made by Anchorage Capital Group, L.L.C. (formerly named Anchorage Advisors,
L.L.C.). Because of their respective relationships with ACMO-HR, L.L.C. and each other,
each of Anchorage Advisors Management, L.L.C., Anchorage Capital Group, L.L.C., Anchorage
Capital Master Offshore, Ltd., ACMO-HR, L.L.C and Messrs. Anthony L. Davis and Kevin M.
Ulrich may be deemed to share voting and disposition power with respect to the shares of
common stock beneficially owned by ACMO-HR, L.L.C. None of these persons or entities may be
deemed to have sole voting and disposition power with respect to any shares of common stock
beneficially owned by ACMO-HR, L.L.C.(5)
    
    Includes 16,693,620.00 shares of common stock issuable pursuant to a non-contingent warrant,
but does not include 8,346,810.00 shares of common stock underlying a warrant that becomes
exercisable only upon the occurrence of a stay of the Written Agreement or the occurrence of a
Sale Event, as defined in the applicable warrant agreement.(6)
    
    Messrs. John Rose, Robert Goldstein, Eugene A. Ludwig, John Sullivan, Alfred Moses and Edward
Mathias comprise the investment committee of CapGen Capital Group VI LLC, and the investment
committee is responsible for making all decisions with respect to the voting or disposition of
the shares of common stock held by CapGen Capital Group VI LLC. CapGen Capital Group VI LLC
is the general partner of CapGen Capital Group VI LP.(7)
    
    Includes 8,346,810.00 shares of common stock issuable pursuant to a non-contingent warrant,
but does not include 4,173,405.00 common shares underlying a warrant that becomes exercisable
only upon the occurrence of a stay of the Written Agreement or the occurrence of a Sale
Event,. as defined in the applicable warrant agreement.(8)
    
    Fir Tree, Inc. may be deemed to beneficially own the shares of common stock held by Fir Tree
Value Master Fund, L.P. as a result of being the investment manager of Fir Tree Value Master
Fund, L.P. Fir Tree Value Master Fund, L.P. may direct the vote and disposition of the shares
of common stock beneficially held by it. Fir Tree, Inc. has been granted investment
discretion over the common stock held by Fir Tree Value Master Fund, L.P., and thus, has the
shared power to direct the vote and disposition of the shares of common stock beneficially
held by Fir Tree Value Master Fund, L.P. Fir Tree, Inc. is also the investment manager of Fir
Tree REOF II Master Fund, LLC, and has been granted investment discretion over the common
stock held by Fir Tree REOF II Master Fund, LLC, and thus also has the shared power to direct
the vote and disposition of such shares of common stock.(9)
    
    Each of Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Timothy I.
Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman and
Conor Bastable may be deemed to share beneficial ownership over an aggregate of 82,633,418.00
shares of common stock. Each of these individuals disclaims all beneficial ownership as
affiliates of a registered investment advisor, and each such individual disclaims all
beneficial ownership except as to the extent of his pecuniary interest in the shares of common
stock. The business address of each such individual is c/o Davidson Kempner Capital
Management LLC, 65 East 55th Street, 19th Floor, New York, New York 10022.(10)
    
    Includes 52,225,550.00 shares of common stock issued on September 30, 2010, and 1,325,858.00
shares of common stock underlying a warrant issued that is immediately exercisable.(11)
    
    Includes 25,000.00 shares of fully-vested restricted stock held by the Company for John A.B.
Davies, Jr.(12)
    
    Includes 204.67 shares owned jointly by Patrick E. Corbin and Brenda C. Corbin (wife), 188.77
shares owned by Brenda C. Corbin, 7,405.17 shares held in a deferred compensation plan for 29




---



##### 



Patrick E. Corbin, and 44,843.05 shares held in a revocable trust for Patrick E. Corbin.(13)
    
    Includes 303,000.00 shares held in a revocable trust for Henry P. Custis, 50,000.00 shares
held in a revocable trust jointly for Henry P. Custis and Linda Custis (wife), and 277,496.00
shares owned by Linda Custis.(14)
    
    Includes 32,000.00 options to purchase shares, 14,831.00 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, 10,718.92 shares of restricted stock held by the Company for
Douglas J. Glenn, 1,764.00 shares held by Tiffany K. Glenn, 9,464.59 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, 17,806.06 shares held
in the Companys director compensation plans for Douglas J. 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).(15)
    
    Includes 29,846.00 shares owned jointly by William A. Paulette and Carolyn E. Paulette
(wife).(16)
    
    Includes 19,765.00 options to purchase shares, 299,296.66 shares owned jointly by Billy
Roughton and Mildred H. Roughton (wife), 18,206.25 shares held in a SEP for Billy Roughton and
2,128.81 shares held in a SEP for Mildred H. Roughton.(17)
    
    Includes 12,000.00 options to purchase shares, 1,720.00 shares held by the 2003 Irrevocable
Slone Childrens Trust, 34,479.28 shares held by Garden Capital Acquisitions, LLC, a company
operated by Jordan E. Slone, and 165,268.25 shares held by Slone Investments.(18)
    
    Includes 20,013.00 options to purchase shares, 57,777.93 shares owned jointly by W. Lewis
Witt and Judith W. Witt (wife), 6,300.62 shares held in an IRA for W. Lewis Witt, 24,234.29
shares held in an IRA for Judith W. Witt, 335,664.48 shares held in the Companys director
compensation plans for W. Lewis Witt, 20,197.19 shares owned by Inner-View, Ltd., a company
owned by W. Lewis Witt, and 150,933.00 shares held in an IRA for W. Lewis Witt.(19)
    
    As a principal member and member of the investment committee of CapGen, LLC, the general
partner of CapGen Capital Group VI LP, Mr. Goldstein may be deemed to be the indirect
beneficial owner of such shares or shares underlying the warrants under Rule 16a-1(a)(2)
promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the
Exchange Act, Mr. Goldstein disclaims that he is the beneficial owner of such shares, to the
extent of his pecuniary interest.(20)
    
    Includes 8,346,810.00 shares of common stock underlying a warrant issued to CapGen Capital
Group VI LP that is immediately exercisable, but does not include 4,173,405.00 shares of
common stock underlying a warrant issued to CapGen Capital Group VI LP that becomes
exercisable only upon the occurrence of a stay of the Written Agreement or the occurrence of a
Sale Event, as defined in the applicable warrant agreement.(21)
    
    Includes 11,827.00 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,
and 1,965.77 shares held in a Rabbi Trust for Lorelle L. Fritsch.(22)
    
    Includes 6,700.00 options to purchase shares, 16,436.41 shares held in the Companys 401(k)
Profit Sharing Plan and Trust, 25,563 shares held in a Gateway investments stock account for
Kevin Pack and 34,270.00 shares held in an IRA for Kevin Pack. 30




---



##### 



(23)
    
    Includes options to purchase shares. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        31




---



##### 



Corporate Governance
 Director Independence
    32




---



##### 




    
    Loans made by us and our subsidiaries to certain directors and their associates in the
ordinary course of business.
    
    Payments, which were under $200,000 and 5% of such companys consolidated gross
revenues, for storage services made to Greenbrier Self Storage, a business affiliated with
W. Lewis Witt.
    
    Payments, which were under $200,000 and 5% of such companys consolidated gross
revenues, for the lease of property made to Accawmacke Associates, a business affiliated
with Henry P. Custis, Jr.
    
    Transaction-related fees paid to Carlyle Investment Management L.L.C. in connection with
the Private Placement and the relationship that Randal K. Quarles has with this entity.
    
    Transaction-related fees paid to ACMO-HR, L.L.C. in connection with the Private
Placement and the relationship that Hal F. Goltz has with this entity.
    
    Transaction-related fees paid to CapGen Capital Group VI LP in connection with the
Private Placement and the relationship that Robert B. Goldstein has with this entity.
 Committees
  Audit Committee
    Audit Committee Report
   33




---



##### 



Nominating, Compensation and Human Resources Committee
   Compensation Committee
  34




---



##### 



Corporate Governance and Nominating Committee
    
    
    the candidates ability to help the Board of Directors create stockholder
wealth;
    
    the candidates ability to represent the interests of the stockholders;
    
    the business judgment, experience that is relevant to the business and acumen of
the candidate;
    
    the need of the Board for Directors to have certain skills and experience
relevant to the business;
    
    the candidates ability to fully participate in Board of Directors activities
and fulfill the responsibilities of a director, including attendance at and active
participation in, meetings of the Board of Directors or its committees;
    
    other business and professional commitments of the candidate, including the
number of other boards (public, private and charitable) on which the candidate
serves; and
    
    the financial sophistication, including the ability to qualify as financially
literate under NASDAQ listing standards.
   35




---



##### 



Boards Role in Risk Oversight
  Information About Shareholders
  Board and Committee Meetings
  ITEM 14
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  KPMG(1)
    
    YHB2010
    
    2009
    
    2010
    
    2009Audit fees (2)
    
    $
    126,893
    
    
    $
    20,000
    
    
    $
    259,771
    
    
    $
    329,846Audit-related fees
    
    
    30,604
    (6)
    
    
    10,500
    (8)
    
    
    108,365
    (7)
    
    
    132,254
    (3)Tax fees
    
    
    367,516
    
    
    
    
    
    
    
    17,820
    
    
    
    45,115
    (4)All other fees
    
    
    
    
    
    
    
    
    
    
    13,379
    (6)
    
    
    21,000
    (5)
 36




---



##### 



(1)
    
    On October 7, 2010, the Audit Committee of the Board of Directors of the Company appointed
KPMG as the Companys independent registered public accounting firm. Therefore, although KPMG
conducted the year end audit of the Companys 2010 financial statements, YHB performed a review of
its Form 10-Qs for the first three quarters of 2010.(2)
    
    Fees for financial statement audit, including audit of internal control over financial
reporting and interim reviews.(3)
    
    Fees for assistance with capital raise efforts and related S-3, assistance with Gateway merger
and related S-4, assistance with TARP transaction and related S-3, employee benefit plan audit,
assistance with S-8 filing regarding Gateway 401k plan, 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.(6)
    
    Fees for Goodwill impairment testing, SEC comment letter, and capital raise efforts and
related S-3.(7)
    
    Fees for SEC comment letter, capital raise efforts and related S-3, and 401(k) plan audits.(8)
    
    Relates to fees paid for consents on Form S-3 filings.  37




---



##### 



PART IV
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 3.1
    
    Amended and Restated Articles of Incorporation of Hampton Roads Bankshares, Inc., attached
as Exhibit 3.1 to the Registrants Current Report on Form 8-K dated September 28, 2010,
incorporated herein by reference.3.2
    
    Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.4 to the
Registrants Current Report on Form 8-K dated September 24, 2009, incorporated herein by
reference.4.1
    
    Specimen of Common Stock Certificate, incorporated by reference from the Registrants Form
10-Q for the quarter ended September 30, 2010, filed November 9, 2010.4.2
    
    Carlyle Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30. 2010, filed November 9,
2010.4.3
    
    Anchorage Contingent Warrant for Purchase of Shares of Common Stock, incorporated by
reference from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed
November 9, 2010.4.4
    
    Anchorage Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30. 2010, filed November 9,
2010.4.5
    
    CapGen Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed November 9,
2010.4.6
    
    CapGen Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed November 9,
2010.4.7
    
    Amended and Restated Warrant for Purchase of Shares of Common Stock issued to the United
States Department of the Treasury, incorporated by reference from the Registrants Form 8-K,
filed August 18, 2010.4.8
    
    Letter Agreement, dated December 31, 2008, by and between Hampton Roads Bankshares, Inc. and
the United States Department of the Treasury, incorporated by reference from the Registrants
Form 8-K, filed January 5, 2009.4.9
    
    Exchange Agreement, dated August 12, 2010, by and between Hampton Roads Bankshares, Inc. and
the United States Department of the Treasury, incorporated by reference from the Registrants
Form 8-K, filed August 18, 2010.10.1
    
    Second Amended and Restated Investment Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.2
    
    Amended and Restated CapGen Investment Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.3
    
    Form of Second Amended and Restated Securities Purchase Agreement, incorporated by reference
from the Registrants Form 8-K, filed August 17, 2010.10.4
    
    Amended and Restated Securities Purchase Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.5
    
    Carlyle Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.
 38




---



##### 



10.6
    
    Anchorage Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.10.7
    
    CapGen Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.10.8
    
    Consent Letter with affiliate of Davidson Kempner, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.9
    
    Consent Letter with affiliates of Fir Tree, dated August 11, 2010, incorporated by reference
from the Registrants Form 8-K, filed August 17, 2010.10.10
    
    Assignment and Assumption Agreement, among Goldman, Sachs, & Co., CapGen Capital Group VI
LP, and C12 Protium Value Opportunities Ltd, dated September 23, 2010, incorporated by
reference from the Registrants Form 8-K, filed September 23, 2010.10.11
    
    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.10.12
    
    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.10.13
    
    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.10.14
    
    First Amendment to the Employment Agreement 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.10.15
    
    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.10.16
    
    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.10.17
    
    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.10.18
    
    Employment Agreement, dated as of August 28, 2006, between Hampton Roads Bankshares, Inc.
and Lorelle L. Fritsch, attached as Exhibit 10.35 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2008, incorporated herein by reference.10.19
    
    First Amendment to the Employment Agreement between Hampton Roads Bankshares, Inc. and
Lorelle L. Fritsch, dated as of July 23, 2008, attached as Exhibit 10.36 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by
reference.10.20
    
    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.10.21
    
    First Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of
December 30, 2008, attached as Exhibit 10.38 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.
 39




---



##### 



10.22
    
    Second Amendment to the Bank of Hampton Roads Supplemental Executive Retirement Plan, dated
as of December 30, 2008, attached as Exhibit 10.39 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2008, incorporated herein by reference.10.23
    
    Hampton Roads Bankshares, Inc. 2008 Director Deferred Compensation Plan dated as of January
1, 2008, attached as Exhibit 10.40 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2008, incorporated herein by reference.10.24
    
    Amended and Restated Hampton Roads Bankshares, Inc. Directors Deferred Compensation Plan
attached, as Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2008, incorporated herein by reference.10.25
    
    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.10.26
    
    First Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of
December 30, 2008, attached as Exhibit 10.43 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.10.27
    
    Second Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of
December 30, 2008, attached as Exhibit 10.44 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.10.28
    
    Hampton Roads Bankshares, Inc. Executive Savings Plan Trust, dated as of July 23, 2006,
attached as Exhibit 10.45 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2008, incorporated herein by reference.10.29
    
    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.10.30
    
    First Amendment to Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of
December 26, 2008 attached as Exhibit 10.47 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2008, incorporated herein by reference.10.31
    
    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.10.32
    
    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.10.33
    
    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.10.34
    
    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.10.35
    
    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.10.36
    
    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.
 40




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10.37
    
    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.10.38
    
    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.10.39
    
    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.10.40
    
    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.10.41
    
    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.10.42
    
    Employment Agreement between Hampton Roads Bankshares, Inc. and David Twiddy, attached as
Exhibit 10.4 to the Registrants Current Report on Form 8-K, dated January 7, 2009,
incorporated herein by reference.10.43
    
    Employment Agreement between Hampton Roads Bankshares, Inc. and John A. B. Davies, Jr.,
attached as Exhibit 10.1 to the Registrants Current Report on Form 8-K, dated July 30, 2009,
incorporated herein by reference.10.44
    
    Non-Solicitation and Non-Competition Agreement by and among Bank of Hampton Roads, Gateway
Bank Mortgage, Inc, and Kevin M. Pack, dated November 12, 2010, attached as Exhibit 10.1 to
the Registrants Current Report on Form 8-K, dated December 30, 2010, incorporated herein by
reference.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 SEC. A copy of the Companys Code of Ethics can be
obtained through written communications addressed to Stephen P. Theobald, Chief Financial
Officer, Hampton Roads Bankshares, Inc., 999 Waterside Drive, Suite 200, Norfolk, VA 23510.16.1
    
    Letter regarding Change in Independent Registered Public Accounting Firm, dated October 13,
2010, attached as Exhibit 16.1 to the Registrants Current Report on Form 8-K, filed October
13, 2010, incorporated herein by reference.21.1
    
    A list of the subsidiaries of Hampton Roads Bankshares, Inc., previously filed.23.1
    
    Consent of KPMG, previously filed.23.2
    
    Consent of Yount, Hyde, & Barbour, P.C., previously filed.31.1
    
    The Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.31.2
    
    The Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.32.1
    
    Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, previously filed.99.1
    
    TARP Certification of Chief Executive Officer and Chief Financial Officer, previously
filed.
 41




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SIGNATURES
  Hampton Roads Bankshares, Inc.Date April 26, 2011
    /s/ John A. B. Davies, Jr.John A. B. Davies, Jr.President and Chief Executive Officer 42




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Exhibit Index
Hampton Roads Bankshares, Inc.
 3.1
    
    Amended and Restated Articles of Incorporation of Hampton Roads Bankshares, Inc., attached
as Exhibit 3.1 to the Registrants Current Report on Form 8-K dated September 28, 2010,
incorporated herein by reference.3.2
    
    Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.4 to the
Registrants Current Report on Form 8-K dated September 24, 2009, incorporated herein by
reference.4.1
    
    Specimen of Common Stock Certificate, incorporated by reference from the Registrants Form
10-Q for the quarter ended September 30, 2010, filed November 9, 2010.4.2
    
    Carlyle Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30. 2010, filed November 9,
2010.4.3
    
    Anchorage Contingent Warrant for Purchase of Shares of Common Stock, incorporated by
reference from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed
November 9, 2010.4.4
    
    Anchorage Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30. 2010, filed November 9,
2010.4.5
    
    CapGen Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed November 9,
2010.4.6
    
    CapGen Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference
from the Registrants Form 10-Q for the quarter ended September 30, 2010, filed November 9,
2010.4.7
    
    Amended and Restated Warrant for Purchase of Shares of Common Stock issued to the United
States Department of the Treasury, incorporated by reference from the Registrants Form 8-K,
filed August 18, 2010.4.8
    
    Letter Agreement, dated December 31, 2008, by and between Hampton Roads Bankshares, Inc. and
the United States Department of the Treasury, incorporated by reference from the Registrants
Form 8-K, filed January 5, 2009.4.9
    
    Exchange Agreement, dated August 12, 2010, by and between Hampton Roads Bankshares, Inc. and
the United States Department of the Treasury, incorporated by reference from the Registrants
Form 8-K, filed August 18, 2010.10.1
    
    Second Amended and Restated Investment Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.2
    
    Amended and Restated CapGen Investment Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.3
    
    Form of Second Amended and Restated Securities Purchase Agreement, incorporated by reference
from the Registrants Form 8-K, filed August 17, 2010.10.4
    
    Amended and Restated Securities Purchase Agreement, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.5
    
    Carlyle Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.10.6
    
    Anchorage Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.
 43




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10.7
    
    CapGen Investor Letter, dated August 11, 2010, incorporated by reference from the
Registrants Form 8-K, filed August 17, 2010.10.8
    
    Consent Letter with affiliate of Davidson Kempner, dated August 11, 2010, incorporated by
reference from the Registrants Form 8-K, filed August 17, 2010.10.9
    
    Consent Letter with affiliates of Fir Tree, dated August 11, 2010, incorporated by reference
from the Registrants Form 8-K, filed August 17, 2010.10.10
    
    Assignment and Assumption Agreement, among Goldman, Sachs, & Co., CapGen Capital Group VI
LP, and C12 Protium Value Opportunities Ltd, dated September 23, 2010, incorporated by
reference from the Registrants Form 8-K, filed September 23, 2010.10.11
    
    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.10.12
    
    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.10.13
    
    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.10.14
    
    First Amendment to the Employment Agreement 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.10.15
    
    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.10.16
    
    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.10.17
    
    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.10.18
    
    Employment Agreement, dated as of August 28, 2006, between Hampton Roads Bankshares, Inc.
and Lorelle L. Fritsch, attached as Exhibit 10.35 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2008, incorporated herein by reference.10.19
    
    First Amendment to the Employment Agreement between Hampton Roads Bankshares, Inc. and
Lorelle L. Fritsch, dated as of July 23, 2008, attached as Exhibit 10.36 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by
reference.10.20
    
    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.10.21
    
    First Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of
December 30, 2008, attached as Exhibit 10.38 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.10.22
    
    Second Amendment to the Bank of Hampton Roads Supplemental Executive Retirement Plan, dated
as of December 30, 2008, attached as Exhibit 10.39 to the Registrants Annual Report on Form10-K for the year ended December 31, 2008, incorporated herein by reference.
 44




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10.23
    
    Hampton Roads Bankshares, Inc. 2008 Director Deferred Compensation Plan dated as of January
1, 2008, attached as Exhibit 10.40 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2008, incorporated herein by reference.10.24
    
    Amended and Restated Hampton Roads Bankshares, Inc. Directors Deferred Compensation Plan
attached, as Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2008, incorporated herein by reference.10.25
    
    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.10.26
    
    First Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of
December 30, 2008, attached as Exhibit 10.43 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.10.27
    
    Second Amendment to Hampton Roads Bankshares, Inc. Executive Savings Plan, dated as of
December 30, 2008, attached as Exhibit 10.44 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2008, incorporated herein by reference.10.28
    
    Hampton Roads Bankshares, Inc. Executive Savings Plan Trust, dated as of July 23, 2006,
attached as Exhibit 10.45 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2008, incorporated herein by reference.10.29
    
    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.10.30
    
    First Amendment to Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of
December 26, 2008 attached as Exhibit 10.47 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2008, incorporated herein by reference.10.31
    
    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.10.32
    
    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.10.33
    
    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.10.34
    
    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.10.35
    
    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.10.36
    
    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.
 45




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##### 



10.37
    
    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.10.38
    
    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.10.39
    
    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.10.40
    
    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.10.41
    
    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.10.42
    
    Employment Agreement between Hampton Roads Bankshares, Inc. and David Twiddy, attached as
Exhibit 10.4 to the Registrants Current Report on Form 8-K, dated January 7, 2009,
incorporated herein by reference.10.43
    
    Employment Agreement between Hampton Roads Bankshares, Inc. and John A. B. Davies, Jr.,
attached as Exhibit 10.1 to the Registrants Current Report on Form 8-K, dated July 30, 2009,
incorporated herein by reference.10.44
    
    Non-Solicitation and Non-Competition Agreement by and among Bank of Hampton Roads, Gateway
Bank Mortgage, Inc, and Kevin M. Pack, dated November 12, 2010, attached as Exhibit 10.1 to
the Registrants Current Report on Form 8-K, dated December 30, 2010, incorporated herein by
reference.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 SEC. A copy of the Companys Code of Ethics can be
obtained through written communications addressed to Stephen P. Theobald, Chief Financial
Officer, Hampton Roads Bankshares, Inc., 999 Waterside Drive, Suite 200, Norfolk, VA 23510.16.1
    
    Letter regarding Change in Independent Registered Public Accounting Firm, dated October 13,
2010, attached as Exhibit 16.1 to the Registrants Current Report on Form 8-K, filed October
13, 2010, incorporated herein by reference.21.1
    
    A list of the subsidiaries of Hampton Roads Bankshares, Inc., previously filed.23.1
    
    Consent of KPMG, previously filed.23.2
    
    Consent of Yount, Hyde, & Barbour, P.C., previously filed.31.1
    
    The Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.31.2
    
    The Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.32.1
    
    Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, previously filed.99.1
    
    TARP Certification of Chief Executive Officer and Chief Financial Officer, previously
filed.
 46