UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)










| | x | Annual
Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2016

or



| |  ̈ | Transition
Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from ________
to __________



Commission file number 000-23565



EASTERN VIRGINIA
BANKSHARES, INC.

(Exact name of registrant as specified in its
charter)



|Virginia                        | 54-1866052                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     



10900 Nuckols Road, Suite 325

Glen Allen, Virginia 23060

(Address of principal executive offices) (Zip
Code)



Registrant’s telephone number, including
area code: (804) 443-8400



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



|Common Stock, $2 par value per share | The NASDAQ Stock Market LLC              
|------------------------------------ | -----------------------------------------
|Title of each class                  | Name of each exchange on which registered



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 ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes ̈Nox



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.    YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YesxNo ̈



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 the 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, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



|Large Accelerated Filer |  ̈                                              | Accelerated Filer         | x
|----------------------- | ---------------------------------------------- | ------------------------- | -
|Non-Accelerated Filer   |  ̈(Do not check if a smaller reporting company) | Smaller Reporting Company |  ̈
|Emerging Growth Company |  ̈                                              |                           |  



If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈Nox



The aggregate market value of common stock held by non-affiliates
of the registrant as of June 30, 2016 was $94.6 million.



There were 13,116,600 shares of common stock, par value $2.00 per
share, outstanding as of March 10, 2017.



*    *    *



DOCUMENTS INCORPORATED BY REFERENCE



Not applicable.










EXPLANATORY NOTE



Eastern Virginia Bankshares, Inc. (the “Company,” “we,”
“us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend
our Annual Report on Form 10-K for the year ended December 31, 2016, originally filed with the Securities and Exchange Commission
(the “SEC”) on March 15, 2017 (the “Original 10-K Filing”), solely for the purpose of including the information
required by Part III of Form 10-K. Such information was previously omitted from the Original 10-K Filing in reliance on General
Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K
by reference to our definitive proxy statement for the 2017 Annual Meeting of Shareholders if such proxy statement is filed no
later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form 10-K.



In accordance with Rule 12b-15 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original 10-K Filing are hereby amended
and restated in their entirety, and Part IV, Item 15 of the Original 10-K Filing is hereby amended and restated in its entirety,
with the only changes being the addition of new certifications by our principal executive officer and principal financial officer
filed herewith. This Amendment does not amend or otherwise update any other information in the Original 10-K Filing. Accordingly,
this Amendment should be read in conjunction with the Original 10-K Filing and with our filings with the SEC subsequent to the
Original 10-K Filing.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Executive Officers



Information required under this Item with respect to executive officers
of the Company is included as a supplemental item at the end of Part I of the Original 10-K Filing.



Directors



On March 26, 2013, the Company entered into separate securities
purchase agreements with certain institutional investors for the purchase of shares of the Company’s common stock and Series
B Preferred Stock, for aggregate gross proceeds of $45.0 million. The securities purchase agreements with Castle Creek Capital
Partners IV, LP, an affiliate of Castle Creek Capital Partners (“Castle Creek”), and GCP III EVB LLC (“GCP”),
an affiliate of GCP Capital Partners (“GCP Capital”), give each of Castle Creek and GCP Capital, based on their current
ownership of Company securities, the right (through their respective affiliates) to maintain one representative on the Board of
Directors of the Company and of EVB, our subsidiary bank. Mr. Gutin has been selected as GCP Capital’s representative to
serve on the Company’s Board of Directors pursuant to the securities purchase agreement. Castle Creek has not yet selected
its representative to serve on the Company’s Board of Directors.



No family relationships exist among any of the directors or between
any of the directors and executive officers of the Company.



There have been no material changes to the procedures by which shareholders
may recommend nominees to the Company’s Board of Directors.



The following biographical information discloses as of February
1, 2017 each director’s age, the year each individual was first elected to the Board of Directors, business experience in
the past five years and qualifications and attributes that lead the Board to conclude that the individual should serve as a director.
The Company is the holding company for EVB. Any references in this Amendment to EVB or the “Bank” are to our subsidiary
bank.



2







|Name
    and Age        |  | Directorof theCompanySince |  | Qualifications
    and Previous Five-Years Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------- |  | -------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|W. Rand Cook (63)       |  | 1997                       |  | Mr. Cook serves as Chairman of the Board of Directors, and has served as a director of the Bank and a predecessor of the Bank since 2000.  Mr. Cook is a Partner in the law firm of McCaul, Martin, Evans and Cook, P.C. and is the Commissioner of Accounts for Hanover County Circuit Court.  Mr. Cook holds both MBA and JD degrees, and previously maintained an active law practice that focused on corporate law and debtor and creditor rights.  Mr. Cook brings experience in corporate governance, strategic planning and financial planning to the Board of Directors, and his legal background gives Mr. Cook valuable insight into various legal risks that the Company may encounter.  Previously, Mr. Cook worked with the Virginia General Assembly, which gave Mr. Cook a unique perspective on state legislative and regulatory environments.
|                        |  |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|F. L. Garrett,
III (76) |  | 1997                       |  | Mr. Garrett serves as Vice Chairman of the Board of Directors and previously served as Chairman of the Board of Directors of a predecessor of the Bank.  Mr. Garrett has served as a director of the Bank and a predecessor of the Bank since 1982.  Mr. Garrett owns Harborside Storage, a boat storage company and is an active realtor with Long & Foster Real Estate in Essex County, Virginia and neighboring areas.  As a local business owner and a successful realtor, Mr. Garrett contributes to the Board of Directors a strong sense of changing economic and market conditions in the Company’s market areas.  Mr. Garrett has also developed extensive knowledge of our business during his extended service to the Company, the Bank and one of the Bank’s predecessors.                                                                        



3







|John F. Biagas (52)         |  | 2014 |  | Mr. Biagas has been the owner, President and CEO of Bay Electric Co., Inc., an electrical and general contractor located in Newport News, Virginia since 1997, and has served as a director of the Company and the Bank since 2014.  Mr. Biagas is a Master Electrician licensed in four states and the District of Columbia.  Bay Electric serves a very diverse client base and specializes in general contracting as well as in design/build general and electrical construction, security/technology solutions and services, and solar photovoltaic.  Under Mr. Biagas’s direction, Bay Electric has become one of the fastest growing minority-owned electrical and general construction contractors in the Mid-Atlantic region with annual revenues in excess of $70 million.  Mr. Biagas provides the Board of Directors essential guidance related to his business development expertise and general business experience through owning and operating a fast-paced contracting company and working on multi-million dollar projects.  Mr. Biagas was initially appointed to the Board of Directors pursuant to the reorganization agreement for the Company’s acquisition of Virginia Company Bank.  Mr. Biagas brings to the Board of Directors extensive experience in identifying potential risks and rewards in real estate development and construction.  Mr. Biagas also brings to the Board of Directors leadership skills and oversight experience through his service on numerous local, statewide and national boards, including the U.S. Chamber of Commerce Board of Directors, a founding and current member of the Virginia Chapter of the Young Presidents Organization and as a founding member and director of Virginia Company Bank from its inception in 2005 until its acquisition by the Company in 2014.  Mr. Biagas is also the Vice Rector for the Old Dominion University Board of Visitors and serves as vice chair of the Student Advancement Committee and as a member of the Administration and Finance Committee.
|--------------------------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|William G. Cox (66)         |  | 2010 |  | Although first elected to the Board of Directors in 2010, Mr. Cox has served as a director of the Bank and a predecessor of the Bank since 1988.  Mr. Cox is a retired realtor in the Company’s market areas and is the former owner of Twin Rivers Realty in King William County, Virginia.  Mr. Cox contributes to the Board of Directors an extensive knowledge of local real estate markets and strategic management experience that he developed while operating Twin Rivers Realty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Michael E. Fiore, P.E. (72) |  | 2010 |  | Mr. Fiore has served as President and co-owner of Resource International, LTD, a civil engineering firm since 1979, and has served as a director of the Bank and a predecessor of the Bank since 2000.  Mr. Fiore brings to the Board of Directors valuable experience managing corporate budgets, marketing plans, sales plans and personnel issues, and conducting contractual negotiations and negotiations with county and city government officials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



4







|Boris M. Gutin (42)            |  | 2013 |  | Mr. Gutin is a private equity investment professional and has served as a director of the Company and the Bank since 2013. Mr. Gutin currently serves as a Managing Director of GCP Capital and is a member of its Investment Committee.  Mr. Gutin has been with GCP Capital and its predecessor firm, Greenhill Capital Partners, since 2003.  GCP Capital is a private equity investment firm focused on financial services, energy and business services investments.  Mr. Gutin has largely focused on financial and business services investments at GCP Capital, currently serves as a director of Radius Bank in Boston, Massachusetts and director of First Mariner Bank in Baltimore, Maryland, and has served as a director of several other community banks and financial services companies.  Mr. Gutin earned his MBA from Harvard Business School.  Mr. Gutin brings to the Board of Directors extensive investment and advisory skills which contribute valuable insight on operational and business strategies.  Mr. Gutin has an in-depth knowledge of our business and industry, including an understanding of bank valuations and strategic alternatives.  Mr. Gutin also brings to the Board of Directors leadership skills and oversight experience through his service on the boards of directors of other companies, including other financial institutions and community banks.
|------------------------------ |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ira C. Harris, Ph.D., CPA (56) |  | 2004 |  | Dr. Harris is a member of the faculty of the McIntire School of Commerce at the University of Virginia in Charlottesville, Virginia.  Dr. Harris holds a Ph.D. in strategic management and is a certified public accountant.  For seven years, Dr. Harris worked as a CPA for a large public accounting firm, and has owned and operated Store-Tel Storage in Tappahannock, Virginia since 2003.  Dr. Harris’ accounting experience and extensive strategic management knowledge bring a valuable business perspective to the Board of Directors’ deliberations and decision making processes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                               |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Eric A. Johnson
(62)           |  | 2010 |  | Mr. Johnson has served as a real estate broker with Mason Realty in Middlesex, Virginia since 1976 and as a director of the Bank and a predecessor of the Bank since 1988.  In addition, Mr. Johnson previously owned Urbanna Market and Urbanna Builders Supply, both of which generated multi-million dollar annual sales.  Mr. Johnson brings experience in local real estate markets to the Board of Directors, as well as entrepreneurial spirit, business judgment and knowledge of local business markets that he has developed through his business ventures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|W. Leslie Kilduff, Jr. (66)    |  | 2010 |  | Mr. Kilduff serves as a Principal in the law firm of W. Leslie Kilduff, Jr., PLC and has served as a director of the Bank and a predecessor of the Bank since 2004.  Mr. Kilduff has developed experience in the areas of residential and commercial real estate, finance, contract negotiations, and business and liability issues, as well as legal risks facing the Company, which contributes valuable perspectives to Board deliberations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



5







|Joe A. Shearin (60)        |  | 2003 |  | Mr. Shearin has served as President and Chief Executive Officer of the Company since 2002.  Mr. Shearin has 38 years of bank management experience including commercial, retail, marketing, sales, strategic planning, credit administration, risk management and asset/liability management.  Mr. Shearin also has experience managing troubled banks that have focused significant efforts on regulatory compliance initiatives.  Mr. Shearin’s significant management experience and expertise in regulatory compliance matters is invaluable to the Board of Directors and provides key insights into business strategies and operational decisions considered by the Board of Directors.                                                            
|-------------------------- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Leslie E. Taylor, CPA (68) |  | 2000 |  | Mr. Taylor is owner and President of Leslie E. Taylor, CPA PC, focusing on personal and small business relationships.  Mr. Taylor has also served as a director of the Bank and a predecessor of the Bank since 1989.  Mr. Taylor brings to the Board of Directors experience in auditing, reviewing and analyzing financial statements and a clear understanding of the critical importance of maintaining effective internal controls.  Through his accounting practice Mr. Taylor remains current on local economic and business trends and conditions.  Mr. Taylor also makes significant contributions to the Company’s corporate governance as the Chairman of the Audit and Risk Oversight Committee and as that committee’s financial expert.    
|                           |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Jay T. Thompson, III (60)  |  | 2000 |  | Mr. Thompson owns Mechanicsville Drug in Hanover, Virginia and is a licensed pharmacist.  In addition, Mr. Thompson owns and manages a variety of residential and commercial real estate properties in the Company’s market area, and has previously served as Chairman of the Board of Directors of a predecessor of the Bank.  Mr. Thompson has served as a director of the Bank and a predecessor of the Bank since 2000.  By managing his business and real estate interests, Mr. Thompson has developed financial and business acumen and experience with local business markets that he contributes to Board deliberations.  Mr. Thompson has also completed bank educations programs on the Bank Secrecy Act and anti-money laundering compliance.



Section 16(a) Beneficial Ownership Reporting Compliance



Section l6(a) of the Exchange Act, 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 forms they file.



Based solely on a review of the copies of such forms furnished to
the Company, or written representations that no other reports were required, the Company believes that its officers and directors
complied with all such filing requirements under Section 16(a) during 2016, with the following exceptions: Mr. Shearin reported
four transactions late on a Form 4 and Mr. Thompson reported nine transactions late on a Form 4.



6







CORPORATE GOVERNANCE



Audit and Risk Oversight Committee



The Audit and Risk Oversight Committee acts for the Board to appoint
an independent registered public accounting firm, review and monitor the internal auditors, to approve the scope of the independent
and internal auditors’ audits, to review the reports of examination by both independent and internal auditors and regulatory
agencies, and to issue periodic reports to the Board of Directors. The Audit and Risk Oversight Committee consists, and during
2016 consisted, entirely of directors who meet the independence and eligibility requirements of the NASDAQ Stock Market (“NASDAQ”)
and the SEC. The Audit and Risk Oversight Committee is composed of Leslie E. Taylor, CPA (Chairman), W. Rand Cook, William G. Cox
and Ira C. Harris, Ph.D., CPA. The same individuals served on the Audit and Risk Oversight Committee during 2016, with the exception
that Mr. Gutin, who also met the independence and eligibility requirements of NASDAQ and the SEC, also served on the Audit and
Risk Oversight Committee until May 2016. The Board of Directors has determined that Audit and Risk Oversight Committee Chairman
Leslie E. Taylor, CPA fulfills the applicable standard as an independent audit committee financial expert. The Audit and Risk Oversight
Committee operates under a Charter adopted by the Board of Directors that is available on the Company’s web page at www.evb.org
under “Investor Relations—Governance Documents.” The Committee Charter is available to any shareholder upon request
to the Corporate Secretary at Eastern Virginia Bankshares, Inc. at 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060. The
Audit and Risk Oversight Committee meets at least quarterly and met seven times during 2016.



Our Board of Directors is charged with providing oversight of our
risk management processes. The Audit and Risk Oversight Committee is primarily responsible for overseeing our risk management function
on behalf of the Board. In carrying out its responsibilities, the Audit and Risk Oversight Committee works closely with our Chief
Risk Officer and other members of our enterprise risk management team. In addition to risk reporting to the Audit and Risk Oversight
Committee, there is a Board Enterprise Risk Management Committee which meets approximately quarterly with the Chief Risk Officer
and other members of management to discuss, evaluate and review a comprehensive report on enterprise risk management, including
management’s assessment of risk exposures (including risks related to liquidity, operations, regulatory compliance and asset
quality, among others), and the processes in place to monitor and control such risk exposures. At least annually, the Chief Risk
Officer makes a presentation on enterprise risk management to the full Board.



In addition to the Audit and Risk Oversight Committee and the Board
Enterprise Risk Management Committee, the other committees of the Board consider the risks within their areas of responsibility.
For example, the Compensation Committee considers the risks that may be implicated by our compensation programs and meets with
the Chief Risk Officer at least annually to discuss, evaluate and review an assessment of those risks. Similarly, the Bank’s
Loan Committee evaluates credit risk and credit policy.



Code
of Ethics



The Board of Directors has approved a Code of Ethics for all directors,
officers and staff of the Company and its subsidiaries. The Code of Ethics is designed to promote honest and ethical conduct, proper
disclosure of financial information in the Company’s periodic reports, and compliance with applicable laws, rules, and regulations
by the Company’s senior officers who have financial responsibilities. The Code of Ethics is available on the Company’s
web page at www.evb.org under “Investor Relations — Governance Documents.”



7







ITEM 11. EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



Introduction



Below is a discussion of the philosophy, the strategy and the major
details of our approach to compensating executive management. This approach has been developed under the direction and oversight
of the Compensation Committee, with assistance from an independent compensation consultant and with input from management.



Our executive management is expected to design
and execute our business plan that emphasizes prudent risk and asset quality management to lead to superior returns for our shareholders.
Following this discussion, you will find tables containing detailed information concerning compensation earned or paid for 2016
and prior years to our “named executive officers,” who are the following:



| | · | Joe A. Shearin – President and Chief Executive Officer of the
Company and the Bank.
| | - | -----------------------------------------------------------------------------------

| | · | J. Adam Sothen – Chief Financial Officer of the Company and
Executive Vice President and Chief Financial Officer of the Bank.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | Mark C. Hanna – Executive Vice President and Regional Executive
of the Bank.
| | - | ----------------------------------------------------------------------------

| | · | Douglas R. Taylor – Executive Vice President and Chief Risk
Officer of the Bank.
| | - | --------------------------------------------------------------------------------

| | · | James S. Thomas – Executive Vice President and Chief Credit
Officer of the Bank.
| | - | --------------------------------------------------------------------------------



The Company had three other executive officers, Bruce T. Brockwell,
Executive Vice President and Chief Banking Officer of the Bank, Dianna B. Emery, Executive Vice President and Chief Operations
Officer of the Bank and Ann-Cabell Williams, Executive Vice President and Chief Channel Distribution Officer of the Bank, during
2016. The discussion below is intended to help you understand the information provided in tables that follow and provide context
for our overall executive compensation program.



Objective



The primary objective of our executive compensation program, as
stated by our Executive Compensation Philosophy and Strategy, as reviewed, revised and restated in 2014, is to assure that we have
competent and motivated executive management to lead the Company. To accomplish this objective, we must provide competitive levels
of compensation to attract, retain and reward outstanding executives. The banking industry is very competitive, and excellent leadership
is vital to design and execute our business plan. To that end, we believe that:



| | · | Our executive management should have compensation opportunities at
levels that are competitive with peer institutions.
| | - | ----------------------------------------------------------------------------------------------------------------------

| | · | Total compensation should include “at risk” components
that are linked to annual results, as well as to longer term performance.
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | · | Stock-based compensation, principally in the form of long-term incentives,
should form a key component of total compensation as a means of aligning the interests of key executives with those of our shareholders.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Discussion of Our Approach



Our general approach is to provide executive compensation consistent
with promoting shareholder value, with an emphasis on prudent risk and asset quality management. To this end, the Compensation
Committee designs compensation plans and incentives to link the financial interests of the Company’s executive officers to
the interests of shareholders, to support the Company’s long-term goals, to tie compensation to the Company’s performance
and to attract, retain and motivate talented leadership. The Committee has retained CT Executive Benefits Group (“CTEBG”),
formerly an affiliate of the Titan Group, LLC (“Titan”), as an independent compensation consultant, to assist it in
developing and administering its executive compensation program. CTEBG also provides consulting services to the Bank related to
the Bank’s bank-owned life insurance policies, for which the Bank typically pays less than $6,000 annually. The Compensation
Committee has assessed the independence of CTEBG under applicable SEC and NASDAQ rules and concluded that the advice it receives
from CTEBG is objective and not influenced by other relationships that could be viewed as conflicts of interest.



8







The Compensation Committee operates under a Charter which was updated
and adopted in 2014 by the Boards of Directors of the Company and the Bank, which outlines the Committee’s duties and authority,
and is guided by an Executive Compensation Philosophy and Strategy statement which provides an overall blueprint for developing
and administering executive compensation programs. In addition, beginning in 2009 and continuing until October 21, 2013, as a result
of the Company’s participation in the United States Department of the Treasury’s Capital Purchase Program, commonly
known as “TARP,” the Committee and the Company had to comply with legal and contractual terms affecting the executive
compensation process (the “TARP Regulations”). The TARP Regulations generally ceased to apply following the termination
of the Company’s participation in TARP in October 2013, except that compensation paid during the TARP period to certain executives
and highly compensated employees remains subject to a “clawback” or repayment requirement in certain circumstances
and the Company must continue to apply the TARP $500,000 federal income tax deduction limitation to compensation attributable to
services provided by certain executives during the TARP period until all such compensation has been completely paid out to the
executive.



Consideration
of Shareholder Advisory Vote on Executive Compensation



When reviewing executive compensation policies and setting compensation,
the Compensation Committee pays close attention to advisory votes by shareholders to approve the compensation of our named executive
officers. At last year’s annual meeting, approximately 91% of shares voted were cast in favor of our approach to executive
compensation. The Compensation Committee acknowledges the broad support of our shareholders and continues to apply the principles
described above and below in pursuit of a pay-for-performance culture.



At the Company’s 2014 Annual Meeting of Shareholders, approximately
95% of shares voted were cast in favor of a frequency of “every one year” for conducting an advisory vote on our executive
compensation. The Company, therefore, has decided to include an advisory vote on executive compensation every year. The Company
does not anticipate holding any future advisory votes to approve the Company’s executive compensation due to the pending
merger with Southern National Bancorp of Virginia, Inc., pursuant to which, if consummated, Southern National Bancorp of Virginia,
Inc. will be the surviving entity (the “Pending Merger”). However, if the Company does hold another annual meeting,
it would anticipate holding an advisory vote on executive compensation at such annual meeting.



Principles that Guide Executive Compensation



We rely upon the following principles in structuring compensation
arrangements for our executive officers:



| | 1. | Benchmarking - Our stated goal is to provide base salaries, long-term and short-term incentive compensation and benefits
for our executives that are competitive with those offered by comparable Virginia banking institutions. In order to analyze competitiveness
in the marketplace, we relied in 2016 upon an analysis of peer institutions, similar in asset size and corporate structure, prepared
by CTEBG. During 2017 we plan to rely upon a similar analysis of peer institutions prepared by CTEBG when analyzing competitiveness
of our executive compensation in the marketplace. The members of this peer group for 2016 were:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



American National Bankshares Inc.

C & F Financial Corporation

Community Bankers Trust Corporation

Middleburg Financial Corporation

Monarch Financial Holdings, Inc.

National Bankshares, Inc.

Old Point Financial Corporation

Southern National Bancorp of Virginia,
Inc.

WashingtonFirst Bankshares, Inc.

Hampton Roads Bankshares, Inc.

Xenith Bankshares, Inc.



9







For 2017, Monarch Financial Holdings, Inc., Middleburg
Financial Corporation and Hampton Roads Bankshares, Inc. have been removed from the peer group due to mergers, and Access National
Corporation has been added because it has a similar size and business model to the Company.



For our executive management, we believe that total compensation
should be near the 50th percentile of our peer group.



| | 2. | Allocation of Elements of Compensation - We believe that the weighting of elements of total compensation (specifically
salary, annual bonus and long-term incentives) should vary within the management group as appropriate to reflect the role of each
senior manager and his or her ability to influence the Company’s performance (see matrix in Annual Bonus discussion below).
Over time, we expect to shift the weighting of total compensation more toward variable compensation (annual bonus and long-term
incentives).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Pay for Performance - To promote shareholder value, we are continuing to focus on performance-based incentives. We administer
our long-term incentive program for our executive management consistent with this principle.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Elements of Compensation



The Company uses the following elements of compensation and benefits
to recruit, retain and reward its key executives:



| | 1. | Salary - A competitive salary for key executives is essential. Furthermore, flexibility to adapt to the particular skills
of an individual or the specific needs of the Company is required. In February or March, Mr. Shearin presents to the Compensation
Committee salary adjustment recommendations (consisting of merit adjustments and market adjustments, as applicable) for the year
for executive management, other than himself, based on performance of the Company and of the specific individuals during the prior
year. The Committee reviews the recommendations, makes any further adjustments and approves the changes. Mr. Shearin’s salary
is reviewed by the Compensation Committee, and is approved by the Board of Directors in executive session.The employment
agreements between the Company and certain members of executive management are discussed later in this section. Salary levels are
typically determined by comparison to peer group salaries for comparable executive positions and based on an evaluation of the
executive’s performance during the prior year. Company performance compared to the peer group and the factors discussed in
the matrix under Annual Bonus below are also considered in Mr. Shearin’s recommendations to adjust salaries and the Compensation
Committee’s decisions.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As a result of improving financial performance and to
recognize the contributions of executive management for this improvement, the Committee accepted Mr. Shearin’s recommendation
for a 2% merit increase and various market adjustments for salaries of executive management (other than himself) in 2016. The Committee
also recommended and the Board of Directors in executive session approved a 5% combined market and merit increase to Mr. Shearin’s
salary for 2016. These base salary increases became effective March 1, 2016.



| | 2. | Annual Bonus - We offer key executives an opportunity to participate in our Annual Bonus Plan for Key Executives (the
“Annual Bonus Plan”). The Annual Bonus Plan provides our executive officers an opportunity to earn an annual cash bonus
of up to 25% (or 35% in the case of Mr. Shearin) of the officer’s salary. The Annual Bonus Plan targets specific financial
and non-financial objectives that directly contribute to the overall success of the Company, and is designed to motivate key executives
to achieve, and then reward them for achieving, those objectives.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At the beginning of the year, the target amount of bonus
for each executive officer under the Annual Bonus Plan is set by the Committee for the CEO, and recommended by the CEO and approved
by the Committee for other members of executive management. Also at the beginning of the year, the performance metrics and the
weighting for each such metric is set by the Committee for the CEO, and recommended by the CEO and approved by the Committee for
other members of executive management. As approved by the Committee for 2016, the Annual Bonus Plan incorporates the following
performance metrics and establishes performance objectives for these metrics: risk management, financial reporting, budget compliance,
asset quality, asset growth, net income growth and critical factors. The weighting of the performance metrics, as approved by the
Committee, varies among members of executive management.



10







After each completed year, performance against the Annual
Bonus Plan’s performance metrics and objectives is evaluated by the Committee for the CEO’s performance, and by the
CEO for performance of all other participants. The CEO proposes bonus payments under the Annual Bonus Plan for all participants
other than himself, and the Committee reviews the performance of each participant and determines and approves all bonus payments
under the Annual Bonus Plan. Although the calculation of a bonus is based on analysis of performance against the specific goals
under the Annual Bonus Plan, the Committee retains ultimate discretion to pay higher or lower bonuses than what would be earned
based on performance with regard to the performance objectives, or to pay no bonuses to participants for a particular performance
year.



As described below under the heading “Employment
Agreements,” in connection with his hiring, Mr. Hanna received a cash retention bonus of $150,000, payable in three annual
installments of $50,000 on each of November 15, 2015, 2016, and 2017, provided that Mr. Hanna remains an employee of the Company
on the applicable payment date for each installment.  Mr. Hanna is not eligible to participate in the Annual Bonus Plan until
after the final installment of the cash retention bonus has been paid.



The table below presents the target bonus amount for each
named executive officer other than Mr. Hanna under the Annual Bonus Plan as approved by the Committee for 2016.



|                  | Target Bonus, as a % of Base Salary*
|----------------- | ------------------------------------
|Joe A. Shearin    | 35                                  
|J. Adam Sothen    | 15                                  
|Douglas R. Taylor | 15                                  
|James S. Thomas   | 15                                  



*Base salary as of March 1, 2016 is used to calculate
the named executive officer’s target bonus amount.



The table below presents the performance metrics for each
named executive officer that were approved by the Committee for 2016. Under the Annual Bonus Plan, an executive’s performance
may result in partial credit for a particular performance metric if a target performance objective is not met, or may result in
more than 100% credit for a particular performance metric in the case of superior performance that exceeds the relevant target
performance objective (subject to the Annual Bonus Plan’s maximum cap on bonus amounts to any participant of 25% (or, 35%
in the case of Mr. Shearin) of the participant’s salary).



|                    |  | Percent Weighting by Position |    
|------------------- |  | ----------------------------- | ---
|Metric              |  | CEO                           |    
|Risk management     |  |                               | 15 
|Financial reporting |  |                               | 5  
|Budget compliance   |  |                               | 15 
|Asset quality       |  |                               | 20 
|Asset growth        |  |                               | 15 
|Net income growth   |  |                               | 15 
|Critical factors    |  |                               | 15 
|                    |  |                               | 100



11







Target performance objectives for 2016 for each of the
performance metrics listed above were:





| | q | Risk
management - Adherence to regulatory and audit requirements with unqualified opinion from registered public accounting firm and
satisfactory rating from regulatory authorities. A satisfactory rating from regulatory authorities was met in 2016. An unqualified
opinion from our registered public accounting firm was met in 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q | Financial reporting - Timely and accurate reporting to the SEC and
the Board of Governors of the Federal Reserve System without adverse comment, and to the Company’s Board of Directors and
its committees. This performance target was met in 2016.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q | Budget compliance - Compliance with division and department-specific
budgets. This performance target was not met in 2016 for any of the Annual Bonus Plan’s participants.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q | Asset quality - Maintain asset quality above the average of named
peer group and receive a satisfactory review on the credit quality of the loan portfolio by an independent third party. These performance
targets were met in 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q | Asset growth – Achieve average assets of $1.267 billion. In
2016, our actual average assets were $1.303 billion. This performance target was met in 2016.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | q | Net income growth – Achieve net income of $9.5 million. This
performance target was not met in 2016. In 2016, our net income was $7.8 million.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | q | Critical factors are at the individual level and in many cases include
confidential information. All individual critical factors were achieved.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



After reviewing 2016 performance against the performance
objectives and analyzing achievement levels for the relevant performance metrics, including considering Mr. Shearin’s recommendations
for the other participants in the Annual Bonus Plan, the Compensation Committee awarded bonuses to our named executive officers
that approached each such executive’s target or maximum bonus opportunity for 2016. Additionally, Mr. Shearin received an
extraordinary achievement bonus of $53 thousand related to his involvement in facilitating the Pending Merger. For more information
on amounts paid for 2016 performance pursuant to the Annual Bonus Plan and Mr. Shearin’s additional bonus, see the Summary
Compensation Table below.



The bonuses are subject to clawback by the Company, in
accordance with any Company clawback policy that may be adopted from time to time or any applicable law.



| | 3. | Long-Term Incentives - In 2003, our shareholders approved an amendment to the 2000 Stock Incentive Plan, resulting in
the 2003 Stock Incentive Plan (the “2003 Plan”), which authorized the granting of up to 400,000 shares of Company common
stock pursuant to grants of stock options, stock appreciation rights, common stock, restricted stock and phantom stock. Under the
terms of the 2003 Plan document, after April 17, 2013 no more awards may be granted under the 2003 Plan. Any awards previously
granted under the 2003 Plan that were outstanding as of April 17, 2013 remained outstanding and will vest, etc. in accordance with
their regular terms.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2007, our shareholders approved the
Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (the “2007 Equity Compensation Plan”) which authorized
the granting of up to 400,000 shares of Company common stock pursuant to grants of stock options, stock appreciation rights, common
stock, restricted stock, performance shares, incentive awards and stock units.



In 2016, our shareholders approved the
Eastern Virginia Bankshares, Inc. 2016 Equity Compensation Plan (the “2016 Equity Compensation Plan”) which authorizes
the granting of up to 500,000 shares of the Company’s common stock pursuant to grants of stock options, restricted stock,
restricted stock units, stock appreciation rights, stock awards, performance units and performance cash awards. No additional awards
may be granted under the 2007 Equity Compensation Plan, but our named executive officers are eligible to receive awards under the
2016 Equity Compensation Plan going forward.



For 2016, the Committee awarded restricted stock grants
that are 50% based on time vesting and 50% based on performance vesting, in each case subject to earlier forfeiture or accelerated
vesting under circumstances described in the award agreement. The Committee awarded Mr. Shearin a grant of 30,000 shares of restricted
stock and grants of 5,000 shares of restricted stock as recommended by Mr. Shearin for each member of the executive management
team in accordance with the terms described below.



12







| | 1. | Time Vested—One half of shares granted will vest as follows:
| | -- | ------------------------------------------------------------



|a. | March 31, 2017 | 20%
|-- | -------------- | ---
|b. | March 31, 2018 | 20%
|c. | March 31, 2019 | 20%
|d. | March 31, 2020 | 20%
|e. | March 31, 2021 | 20%



| | 2. | Performance Vested—One half of shares granted will vest March 31, 2019 if, and only if, for calendar year
2018 either Earnings Per Share or Return on Assets of the Company equals or exceeds the
60th percentile of the peer group discussed above under “Benchmarking.” One quarter of the shares granted
will vest if for calendar year 2018 the Company’s ranking for Earnings Per Share or Return
on Assets, whichever is higher, is less than the 60th percentile of the peer group but equals or exceeds the
50th percentile, as shown in the following table:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Higher of EPS or ROARanking                         | Vesting Percentage of thePerformance Vested Shares
|--------------------------------------------------- | --------------------------------------------------
|                                                    |                                                   
|60th percentile and above                           | 100%                                              
|50th percentile up to but excluding 60th percentile | 50%                                               
|below 50th percentile                               | 0%                                                



The Committee will determine the extent to which the
performance for calendar year 2018 is achieved. If any financial institution included in the peer group is acquired or otherwise
changes its structure or business prior to December 31, 2018 such that it is no longer reasonably comparable to the Company (as
determined by the Committee), the Committee may eliminate such financial institution from the peer group in determining performance.
In the case of any such elimination, the Committee may, but is not required to, replace the eliminated financial institution with
another financial institution which it considers reasonably comparable to the Company.



As noted below, with respect to the performance-based portion
of the restricted shares granted in 2014, in light of the Pending Merger and the difficulty of comparison to the peer group as
a result of recent merger activity within the peer group, in March 2017, the Compensation Committee converted these shares into
time-based restricted stock that will vest upon consummation of the Pending Merger.



As noted below, in connection with his hiring, Mr. Hanna
received a restricted stock award of 3,242 shares of restricted stock under the 2007 Equity Compensation Plan on November 20, 2014,
which vested 50% on November 15, 2015, and 50% on November 15, 2016.



Subject to accelerated vesting under circumstances described
in each award agreement, the shares subject to grants will be forfeited, to the extent not yet vested, if the executive’s
employment terminates prior to a vesting date. If consummated, the Pending Merger will constitute a change of control under all
outstanding equity awards, resulting in accelerated vesting of all then outstanding equity awards in accordance with their terms.



For awards granted to the Company’s named executive
officers in 2012 and 2013, accelerated vesting will occur in the event of an executive’s retirement at or after age 65 with
the consent of the Board of Directors (or its delegee) when “cause” for termination is not present or in the event
of a “change of control” provided the executive has remained employed through the date of the change of control.



13







For awards granted to the Company’s named
executive officers in 2014, 2015 and 2016, accelerated vesting will occur in the event of an executive’s retirement at
or after age 65 with the consent of the Board of Directors (or its delegee) when “cause” for termination is not
present, in the event of a “change of control” provided the executive has remained employed through the date of
the change of control, or in the event of termination of employment due to the executive’s death or
“disability.” The precise definitions of the terms “cause”, “change of control” and
“disability” are set forth in each respective award agreement. For the Company’s named executive officers
who have employment agreements, the term “cause” as used in an award agreement has the meaning set forth in the
executive’s employment agreement. For the Company’s named executive officers who do not have employment
agreements, the term “cause” as used in an award agreement would generally include the executive’s personal
dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses)
or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude or misappropriation
of the Company’s assets (determined on a reasonable basis) or those of its subsidiaries or other affiliates.



For all outstanding restricted stock awards to the Company’s
named executive officers, a change of control would generally occur if certain individuals, entities or groups gain control of
50% or more of the Company’s outstanding voting securities, or if the composition of the Company’s Board of Directors
changes during any period of two consecutive years such that the individuals constituting a majority of the Board of Directors
at the beginning of the period no longer constitute the majority of the Board of Directors at the end of the period, unless each
new director was approved by at least two-thirds of the incumbent directors.



For the Company’s named executive officers who have
employment agreements, the term “disability” as used in an award agreement has the meaning set forth in the executive’s
employment agreement. For the Company’s named executive officers who do not have employment agreements, the term “disability”
as used in an award agreement has the meaning set forth for purposes of Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended (the “Code”), which generally includes a serious medical condition that prevents an individual from engaging
in any substantial gainful activity.



The 2014, 2015 and 2016 restricted stock grants are subject
to clawback by the Company, in accordance with any Company clawback policy that may be adopted from time to time or any applicable
law.



Stock Ownership and Retention Policy.The Committee
has approved and adopted a Stock Ownership and Retention Policy under which senior executives of the Company (Executive Vice Presidents
or higher) are expected to hold shares of Company stock at least equal in value to their base salaries from time to time. The purpose
of the Policy is to assure that senior executives are “invested” in the Company and that their financial interests
align with those of non-employee shareholders. Generally, stock purchased in the open market or held in a brokerage account, shares
held in trust for or owned by an executive, his or her spouse or dependent children, shares resulting from the exercise of options
and vested, as well as unvested, shares that were awarded under a time-vesting schedule will count as being held under the Policy.
Unexercised stock options and grants of performance-based shares that have not vested will not count as being held.



The Policy does not establish a time period for attaining
these guidelines but does require that until the designated ownership level is met, all net shares resulting from the exercise
of options, restricted or performance stock or other equity grants received from the Company shall be retained by the covered executive.



| | 4. | Employment Agreements - Assuring the continued service of key executives is essential to the successful future of the
organization. Employment agreements, which help retain key executives during a possible change of control situation, assist the
Company by providing security to key executives.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has entered into an employment agreement with
each of Joe A. Shearin, James S. Thomas and Mark C. Hanna. The Company has no other employment agreements with its named executive
officers.



14







Employment Agreement with Mr. Shearin. The Company
and Mr. Shearin are parties to an amended and restated employment agreement effective January 1, 2008, which was further amended
on March 19, 2015. Mr. Shearin’s employment agreement provides for him to serve as our President and Chief Executive Officer
and provides for a base salary, which may be increased by the Board of Directors in its discretion, and such other bonuses as are
approved by the Board of Directors in its discretion. Mr. Shearin’s employment agreement provides for a rolling three-year
term, unless either party provides written notice that the employment term should not be renewed and extended.



Under his employment agreement, Mr. Shearin’s employment
may be terminated by the Company with or without cause. If Mr. Shearin resigns for “good reason” or his employment
is terminated without “cause”, as those terms are defined in his employment agreement, however, he is entitled to receive
a monthly payment equal to one-twelfth his rate of annual base salary in effect immediately preceding such termination for 36 months,
to receive out-placement services for up to two years, including job search services, paid for by the Company up to a total of
$10,000, and to receive continuing health insurance benefits for himself and his dependents for 36 months following termination,
with such premiums paid by the Company (the “health insurance continuation benefit”).



If Mr. Shearin resigns for good reason or his employment
is terminated without cause within one year after a “change of control” (as defined in the employment agreement), he
will also be entitled to a lump sum severance payment approximately equal to the excess, if any, of 299% of his annualized cash
compensation for a period that precedes the change of control as determined under the Code, over the total amount of his termination
compensation described above. Under Mr. Shearin’s employment agreement, the Company can terminate the agreement unilaterally
in connection with a change of control and pay out the value of all benefits under the employment agreement in a lump sum, as allowed
by Section 409A of the Code.



If Mr. Shearin’s employment terminates due to his
death, the Company will pay to his estate the compensation, including salary and any accrued bonus, that otherwise would have been
payable to Mr. Shearin through the end of the month in which his death occurs. If Mr. Shearin’s employment is terminated
due to “disability” (as defined in the employment agreement) or for cause, he is not entitled to receive compensation
or other benefits under his employment agreement.



Mr. Shearin’s employment agreement also contains
a confidentiality provision without a time limit and a covenant not to compete that is in effect during his employment and for
twelve months after the termination of his employment, provided that the covenant not to compete ceases to apply in the event of
a change of control. If Mr. Shearin breaches the confidentiality provision or the covenant not to compete, or engages in a competitive
business at any time while he is receiving the salary continuation benefit, he will have no right to further post-termination payments
or benefits provided by his employment agreement.



Employment Agreement with Mr. Thomas. The Company
and Mr. Thomas are parties to an amended and restated employment agreement effective January 1, 2008. Mr. Thomas’ employment
agreement provides for him to serve as an executive officer and provides for a base salary, which may be increased by the Board
of Directors in its discretion, and such other bonuses as are approved by the Board of Directors in its discretion. Mr. Thomas’
employment agreement provides for a one-year term, with an automatic one-year extension each December 31, unless either party provides
prior written notice that the employment term should not be renewed and extended.



Under his employment agreement, Mr. Thomas’ employment
may be terminated by the Company with or without cause. If Mr. Thomas resigns for “good reason” or his employment is
terminated without “cause”, as those terms are defined in his employment agreement, however, he is entitled to receive
termination compensation equal to one-twelfth of his annual base salary then in effect in each month for the remainder of the term
of his employment agreement.



If Mr. Thomas resigns for good reason or his employment
is terminated without cause within one year after a “change of control” (as defined in the employment agreement), he
will also be entitled to a lump sum severance payment approximately equal to the excess, if any, of 299% of his annualized cash
compensation for a period that precedes the change of control as determined under the Code, over the total amount of his termination
compensation described above.



15







If Mr. Thomas’ employment terminates due to his
death, the Company will pay to his estate the compensation, including salary and any accrued bonus, that otherwise would have been
payable to Mr. Thomas through the end of the month in which his death occurs. If Mr. Thomas’ employment is terminated due
to “disability” (as defined in the employment agreement) or for cause, he is not entitled to receive compensation or
other benefits under his employment agreement.



Mr. Thomas’ employment agreement also contains a
confidentiality provision without a time limit and a covenant not to compete that is in effect during his employment and for twelve
months after the termination of his employment, provided that the covenant not to compete ceases to apply in the event of a change
of control. If Mr. Thomas breaches the confidentiality provision or the covenant not to compete, or engages in a competitive business
at any time while he is receiving the termination compensation, he will have no right to further post-termination payments provided
by his employment agreement.



Employment Agreement with Mr. Hanna. The Company
and Mr. Hanna are parties to an employment agreement effective November 20, 2014. Mr. Hanna’s employment agreement provides
for him to serve as our Executive Vice President and Regional Executive and provides for a base salary, which may be increased
by the Board of Directors in its discretion. The initial term of Mr. Hanna’s employment agreement ended December 31, 2016,
with an automatic one-year extension each December 31 beginning December 31, 2016, unless either party provides written notice
at least 30 days prior to the end of the term that the employment term should not be renewed and extended.



As provided in Mr. Hanna’s employment agreement,
the Company amended its supplemental retirement plan, effective November 20, 2014, to include Mr. Hanna as a participant on the
terms described in Mr. Hanna’s employment agreement. The supplemental retirement plan and the benefits thereunder are described
further below under the heading “Supplemental Retirement Benefit.”



Mr. Hanna’s employment agreement provides for an
equity award bonus and a cash retention bonus. As provided in Mr. Hanna’s employment agreement, the Company granted to Mr.
Hanna a restricted stock award in the amount of 3,242 shares of restricted stock under the 2007 Equity Compensation Plan on November
20, 2014. Of the 3,242 shares granted, 50% vested on November 15, 2015, and the remaining 50% vested on November 15, 2016. Mr.
Hanna is also entitled to a cash retention bonus equal to $150,000, payable in three equal annual installments of $50,000 on each
of November 15, 2015, 2016 and 2017, provided that Mr. Hanna remains an employee of the Company on the applicable payment date
for each installment. The first two installments of the retention bonus were paid to Mr. Hanna on November 15, 2015 and November
15, 2016, with the third installment due November 15, 2017. Mr. Hanna is entitled to such other bonuses as are approved by the
Board of Directors in its discretion.



Mr. Hanna’s employment agreement also provides that
the Company will reimburse him for annual membership dues at a golf and country club.



Under his employment agreement, Mr. Hanna’s employment
may be terminated by the Company with or without cause. If Mr. Hanna resigns for “good reason” or his employment is
terminated without “cause”, as those terms are defined in his employment agreement, however, he is entitled to receive
termination compensation equal to one-twelfth of his annual base salary then in effect in each month for the remainder of the term
of his employment agreement. The calculation of Mr. Hanna’s termination compensation may also include bonus amounts, if any,
only if the Company includes such bonus amounts for other members of executive management at the time of termination.



If Mr. Hanna resigns for good reason or his employment
is terminated without cause within one year after a “change of control” (as defined in the employment agreement), instead
of the termination compensation described above, he will be entitled to a lump sum severance payment equal to two times the total
of his annual base salary and most recent annual bonus, if any, on the date of termination, or, if higher, on the date immediately
prior to the change of control, provided, however, that the calculation of Mr. Hanna’s severance payment will include bonus
amounts, if any, only if the Company includes such bonus amounts for other members of executive management at the time of a change
of control.



16







If Mr. Hanna’s employment terminates due to his
death, the Company will pay to his estate the compensation, including salary and any accrued bonus, that otherwise would have been
payable to Mr. Hanna through the end of the month in which his death occurs. If Mr. Hanna’s employment is terminated due
to “disability” (as defined in the employment agreement) or for cause, he is not entitled to receive compensation or
other benefits under his employment agreement.



Mr. Hanna’s employment agreement also contains a
confidentiality provision that is in effect for five years after termination ceases, or for such longer period, if any, as the
information is entitled to protection as a trade secret, and a covenant not to compete that is in effect during his employment
and for twelve months after the termination of his employment, provided that the covenant not to compete ceases to apply in the
event of a change of control. If Mr. Hanna breaches the confidentiality provision or the covenant not to compete, or engages in
a competitive business at any time while he is receiving the termination compensation, he will have no right to further post-termination
payments provided by his employment agreement.



The employment agreement for each executive provides that,
in all circumstances, any amounts paid by the Company pursuant to the employment agreement will be limited to one dollar less than
the maximum amount deductible under Section 280G of the Code.  Please see additional information set forth below under the
heading “Potential Payments Upon Termination or Change of Control.”



The precise definitions of the terms “good reason”,
“cause”, “change of control” and “disability” are set forth in the employment agreement for
each executive.



An executive will generally have good reason to terminate
his employment under his employment agreement if the Company (or any successor) negatively changes certain important aspects of
the executive’s employment without his consent, including his authority, responsibility or salary, moves the executive’s
principal office outside certain geographical areas, or fails to comply with any material term of the employment agreement. Mr.
Shearin would also have good reason to terminate his employment if the Company removes him from or fails to re-elect him to the
position of President and Chief Executive Officer of the Company, reduces his fringe benefits, or fails to require any successor
to the Company to expressly assume and agree to perform the obligations under Mr. Shearin’s employment agreement.



Termination for cause under each employment agreement
would generally include the executive’s personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving
moral turpitude, misappropriation of the Company’s assets (determined on a reasonable basis) or those of its subsidiaries
or other affiliates, or material breach by the executive of any other provision of the employment agreement.



A change of control under each employment agreement would
generally occur if certain individuals, entities or groups gain control of 50% or more of the Company’s outstanding voting
securities, except as a result of certain transactions initiated by the Company or approved by the Company’s Board of Directors,
or if the composition of the Company’s Board of Directors changes as a result of certain transactions or business combinations
such that the individuals constituting a majority of the Board of Directors before the transaction or business combination no longer
constitute the majority of the Board of Directors of the Company or its successor within a certain period after the transaction
or business combination.



Under each employment agreement, an executive would be
determined to be disabled if the condition satisfies the definition of disability in the disability insurance policy maintained
by the Company for the executive’s benefit or if a physician determines that the condition constitutes a total and permanent
disability, whichever is more favorable to the executive. The Company may terminate the executive’s employment 90 days after
giving notice to the executive that the Company has determined the executive is disabled for purposes of the employment agreement
and intends to terminate his employment for reason of disability, unless the executive returns to the full-time performance of
his essential job functions within the 90-day period.



17







Pending Merger. In connection with the Pending
Merger, Southern National Bancorp, Inc. is expected to enter into new employment agreements with Messrs. Shearin and Sothen, to
be effective upon completion of the merger, and is expected to assume the existing employment agreements for Messrs. Hanna and
Thomas.



| | 5. | Perquisites – The Company provides its named executive officers with limited perquisites in the scope of their
employment. We provide personal commuting use of a company car to the CEO. We reimburse the CEO for certain annual physical examination
and related medical expenses. Additionally, the Company reimburses certain business travel expenses of the CEO’s spouse in
accordance with the Company’s Expense Policy. We reimburse country club and golf membership fees for Messrs. Shearin, Hanna
and Thomas. In addition, we provide a monthly housing allowance for Mr. Shearin and Mr. Sothen. Otherwise, we provide no other
perquisites to our named executive officers that are not generally available to all employees on a nondiscriminatory basis, except
with very limited and immaterial exceptions. Except for Mr. Shearin, the perquisites provided to our named executive officers are
less than $10,000 in the aggregate for each named executive officer on an annual basis.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Supplemental Retirement Benefit - We believe that maintaining a supplemental retirement plan plays an important role
in providing “pension equity” and in retaining key executives. We intend for employees generally, including key executives,
to receive a combined retirement benefit from Social Security, qualified retirement plans of the Company and, if necessary, supplemental
nonqualified arrangements approximating 70% of their pre-retirement income. For that reason, effective January 1, 2008, we adopted
a supplemental executive retirement plan. Mr. Shearin began participating in the plan at its adoption, as his retirement benefit
from other sources is projected to fall short of the replacement target. For Mr. Shearin, the plan provides for an annual benefit
at age 67 of $155,000. Full vesting occurs only at age 67, with graduated vesting of between 5-9.25% for each year of service after
age 52. Benefits are payable monthly for 15 years. There is no pre-retirement death benefit, but a beneficiary can be named to
receive the remaining payments for the 15-year period after benefits have commenced.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We amended the supplemental retirement plan in 2014 to
include Mr. Hanna, who was a participant in a similar plan sponsored by Virginia Company Bank before we acquired that bank in 2014.
For Mr. Hanna, the plan provides for a benefit of $3,333 per month for 200 months beginning on the first day of the month following
a termination of employment at or after age 65. Full vesting occurs only at age 65, with graduated vesting of approximately 5%
for each year of service after age 46. If Mr. Hanna terminates employment at or after age 62 but before age 65, he will receive
the vested percentage of his normal retirement benefit paid in equal monthly installments for 200 months beginning on the first
day of the month following his termination of employment. If Mr. Hanna terminates employment before age 62, he will receive the
vested percentage of his normal retirement benefit paid in a lump sum on the first day of the month following his attainment of
age 62. There is no pre-retirement death benefit, but a beneficiary can be named to receive a lump sum payment after Mr. Hanna’s
death equal to the value of the remaining amounts payable under the plan.



In the event an executive becomes “disabled”
(as defined in the plan) while employed by the Company, the supplemental retirement plan provides that the executive will receive
the vested percentage of his normal retirement benefit based on his age on the date he becomes disabled. For Mr. Shearin, the disability
benefit will be paid in equal monthly installments over a 15-year period beginning on the first day of the month following the
date he becomes disabled. For Mr. Hanna, the disability benefit will be paid in equal monthly installments for 200 months beginning
on the first day of the month following the date he becomes disabled. A participant in the plan would be determined to be disabled
if he cannot engage in any substantial gainful activity due to a serious medical condition, or if the executive has been receiving
benefits as a result of such serious medical condition for at least three months under an accident and health plan maintained by
the Company.



18







The normal retirement benefit for each of Mr. Shearin
and Mr. Hanna will fully vest on the date of a “change of control” (as defined in the plan). Under the supplemental
retirement plan, a change of control would generally occur if certain individuals, entities or groups gain control of 50% or more
of the Company’s outstanding voting securities, except as a result of certain transactions initiated by the Company or approved
by the Company’s Board of Directors, or if the composition of the Company’s Board of Directors changes as a result
of certain transactions or business combinations such that the individuals constituting a majority of the Board of Directors before
the transaction or business combination no longer constitute the majority of the Board of Directors of the Company or its successor
within a certain period after the transaction or business combination. If consummated, the Pending Merger will constitute a change
of control under the supplemental retirement plan, resulting in accelerated vesting (but not accelerated payment) of benefits for
each of Mr. Shearin and Mr. Hanna.



The Committee reviewed the supplemental retirement plan
in 2016 and made no changes.



| | 7. | Executive Severance Plan – The Company has an executive severance plan covering each officer of the Company and
the Bank at the Executive Vice President level or above who does not have an employment agreement with the Company or the Bank.
Presently, Mr. Sothen and Mr. Taylor participate in this plan. The plan provides severance pay and benefits to participants following
certain termination events. The severance pay and benefits under the plan consist of (i) base salary continuation at the rate in
effect on the date of termination (the “Severance Salary Continuation Benefit”) and (ii) continued payment of an amount
equal to the employer-paid portion of the monthly medical premium for the participant and his or her covered spouse and dependents
on the date of termination, if the participant elects and receives medical insurance coverage under COBRA following termination
of employment (the “Severance Medical Insurance Benefit”). Under the plan, a participant whose employment is terminated
other than for “cause” (as defined in the plan) and other than in connection with a “change of control”
of the Company (as defined in the plan) will receive the Severance Salary Continuation Benefit and the Severance Medical Insurance
Benefit for six months following termination of employment. Instead of receiving the severance pay and benefits described above,
a participant whose employment is terminated other than for cause within one year following a change of control, or who experiences
a “constructive discharge” (as defined in the plan) within one year following a change of control, will receive the
Severance Salary Continuation Benefit and the Severance Medical Insurance Benefit for twelve months following termination of employment.
Payment of the Severance Salary Continuation Benefit and the Severance Medical Insurance Benefit is contingent in all cases on
the participant providing a general release of claims in favor of the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The precise definitions of the terms “cause”,
“change of control” and “constructive discharge” are set forth in the executive severance plan.



Termination for cause under the executive severance plan
would generally include the executive’s personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving
moral turpitude, misappropriation of the Company’s assets (determined on a reasonable basis) or the Bank’s assets,
death, or disability as defined in a long-term disability insurance policy maintained by the Company or the Bank for the executive’s
benefit.



Under the executive severance plan, a change of control
would generally occur if certain individuals, entities or groups gain control of 50% or more of the Company’s outstanding
voting securities, except as a result of certain transactions initiated by the Company or approved by the Company’s Board
of Directors, or if the composition of the Company’s Board of Directors changes as a result of certain transactions or business
combinations such that the individuals constituting a majority of the Board of Directors before the transaction or business combination
no longer constitute the majority of the Board of Directors of the Company or its successor within a certain period after the transaction
or business combination.



Under the executive severance plan, a constructive discharge
would generally occur if the Company materially reduces the executive’ base compensation, authority, duties or responsibility
or materially changes the geographic location of the executive’s office.



19







| | 8. | Bank Owned Life Insurance – We have invested in bank owned life insurance products covering certain key employees
of the Company and the Bank, including the Company’s named executive officers. We believe bank owned life insurance can serve
as a valuable key employee compensation and retention tool that simultaneously earns interest income for the Bank, and can provide
insurance coverage that supplements or replaces coverage that is otherwise available to all of the Company’s employees under
the Company’s group term life insurance program. The Company presently maintains bank owned life insurance policies for the
Company’s named executive officers, with a death benefit paid to the beneficiaries of each named executive officer of four
times base salary. Because the Company’s named executive officers have a death benefit of four times base salary under the
bank owned life insurance policies, the named executive officers are no longer covered by the Company’s group term life insurance
program.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Conclusion



During 2017 and until the Pending Merger is consummated, we anticipate
that the Compensation Committee, with assistance from its independent consultant, will continue its ongoing administration and
evaluation of our executive compensation approach consistent with our philosophy which aligns with our business plan.



Compensation Policies and Practices as They Relate to Risk Management



The Company, under the guidance of the Compensation Committee, has
reviewed the compensation policies and practices of the Company as they relate to risk management. This review included both executive
officer and non-executive officer compensation policies and practices and factors in place to mitigate risk. In conducting the
review, management focused on the risks associated with the Company’s compensation policies and practices and evaluated those
risks in light of the Company’s operations and the internal compensation approval and compliance systems. The Company has
determined that its policies and practices, including mitigating factors, are not reasonably likely to have a material adverse
effect on the Company.



In connection with this risk review, the Compensation Committee
meets with the Company’s Chief Risk Officer to discuss, evaluate and review the Company’s compensation plans and the
risks these plans pose to the Company. The Compensation Committee will identify and limit or mitigate features in the Company’s
compensation plans that could encourage the taking of unnecessary and excessive risks that pose risks to the Company (including
behavior focused on short-term results rather than long-term value creation). In addition, the Committee will discuss, evaluate
and review employee compensation plans and eliminate or mitigate features that could encourage the manipulation of reported earnings
to enhance an employee’s compensation. These reviews are completed at least once a year.



For the review conducted during December 2016, the Committee evaluated
the compensation plans discussed in the “Compensation Discussion and Analysis” presented above, as well as several
additional employee compensation arrangements that provide for variable cash compensation, bonus, commission or incentive payments
to other employees. As a result of the risk and manipulation review, the Compensation Committee concluded that these plans do not
encourage unnecessary and excessive risks that threaten the value of the Company or the manipulation of reported earnings to enhance
the compensation of any employee and determined that the potential risks arising from these plans are not reasonably likely to
have a material adverse effect on the Company.



Compensation



The following table shows, for the fiscal years ended December 31,
2016, 2015 and 2014, the total compensation paid by the Company and its subsidiaries, as well as certain other compensation paid
or accrued for those years, to the “named executive officers” in all capacities in which they served.



Material terms of plans that govern awards included in the Summary
Compensation Table, the relationship of salary and bonus to total compensation and material terms of certain employment agreements
including post-termination payments are discussed in the “Compensation Discussion and Analysis” above.



20







Summary Compensation Table for 2016



|Name and Principal Position                                                      |  | Year |      |  | Salary
    ($) |   |         | Bonus
    ($)  (1) |  |   | StockAwards ($) (2)
    (3) |  |  | Non-EquityIncentive PlanCompensation(4) |         |  | Change
    inPensionValue andNonqualifiedDeferredCompensationEarnings ($) (5) |   |         | All
    OtherCompensation
    ($) (6) |  |   | Total
    ($) | 
|-------------------------------------------------------------------------------- |  | ---- | ---- |  | -------------- | - | ------- | ------------------ |  | - | --------------------------- |  |  | --------------------------------------- | ------- |  | ----------------------------------------------------------------------------- | - | ------- | ------------------------------------- |  | - | ------------- | 
|                                                                                 |  |      |      |  |                |   |         |                    |  |   |                             |  |  |                                         |         |  |                                                                               |   |         |                                       |  |   |               | 
|Joe A. Shearin                                                                   |  |      | 2016 |  |                | $ | 352,415 |                    |  | $ | 53,000                      |  |  | $                                       | 153,000 |  |                                                                               | $ | 123,000 |                                       |  | $ | 133,606       | 
|President and Chief Executive                                                    |  |      | 2015 |  |                |   | 343,951 |                    |  |   | -                           |  |  |                                         | 70,650  |  |                                                                               |   | 110,000 |                                       |  |   | 205,039       | 
|Officer of the Company and the Bank                                              |  |      | 2014 |  |                |   | 328,511 |                    |  |   | 25,000                      |  |  |                                         | 57,188  |  |                                                                               |   | 85,000  |                                       |  |   | 83,123        | 
|                                                                                 |  |      |      |  |                |   |         |                    |  |   |                             |  |  |                                         |         |  |                                                                               |   |         |                                       |  |   |               | 
|J. Adam Sothen                                                                   |  |      | 2016 |  |                | $ | 170,930 |                    |  | $ | -                           |  |  | $                                       | 25,500  |  |                                                                               | $ | 40,305  |                                       |  | $ | -             | 
|Chief Financial Officer of the                                                   |  |      | 2015 |  |                |   | 155,293 |                    |  |   | -                           |  |  |                                         | 23,550  |  |                                                                               |   | 24,205  |                                       |  |   | -             | 
|Company and Executive Vice President and Chief Financial Officer
    of the Bank |  |      | 2014 |  |                |   | 143,074 |                    |  |   | -                           |  |  |                                         | 22,875  |  |                                                                               |   | 21,957  |                                       |  |   | -             | 
|                                                                                 |  |      |      |  |                |   |         |                    |  |   |                             |  |  |                                         |         |  |                                                                               |   |         |                                       |  |   |               | 
|Mark C. Hanna (7)                                                                |  |      | 2016 |  |                | $ | 228,762 |                    |  | $ | 50,000                      |  |  | $                                       | 25,500  |  |                                                                               | $ | -       |                                       |  | $ | 14,637        | 
|Executive Vice President and Regional Executive of the Bank                      |  |      | 2015 |  |                |   | 225,000 |                    |  |   | 50,000                      |  |  |                                         | -       |  |                                                                               |   | -       |                                       |  |   | 13,492        | 
|                                                                                 |  |      |      |  |                |   |         |                    |  |   |                             |  |  |                                         |         |  |                                                                               |   |         |                                       |  |   |               | 
|Douglas R. Taylor(8)                                                             |  |      | 2016 |  |                | $ | 153,254 |                    |  | $ | -                           |  |  | $                                       | 25,500  |  |                                                                               | $ | 22,798  |                                       |  | $ | -             | 
|Executive Vice President and Chief Risk Officer of the Bank                      |  |      | 2015 |  |                |   | 149,334 |                    |  |   | -                           |  |  |                                         | 23,550  |  |                                                                               |   | 22,215  |                                       |  |   | -             | 
|                                                                                 |  |      |      |  |                |   |         |                    |  |   |                             |  |  |                                         |         |  |                                                                               |   |         |                                       |  |   |               | 
|James S. Thomas                                                                  |  |      | 2016 |  |                | $ | 173,316 |                    |  | $ | -                           |  |  | $                                       | 25,500  |  |                                                                               | $ | 25,951  |                                       |  | $ | 2,512         | 
|Executive Vice President and                                                     |  |      | 2015 |  |                |   | 169,046 |                    |  |   | -                           |  |  |                                         | 23,550  |  |                                                                               |   | 25,212  |                                       |  |   | 16,632        | 
|Chief Credit Officer of the the Bank                                             |  |      | 2014 |  |                |   | 163,113 |                    |  |   | -                           |  |  |                                         | 22,875  |  |                                                                               |   | 23,480  |                                       |  |   | -             | 



|(1) | For Mr. Hanna, the amounts in this column
    reflect the first and second installments of the $150,000 cash retention bonus, payable in three equal annual installments of
    $50,000 on each of November 15, 2015, 2016, and 2017, provided that Mr. Hanna remains an employee of the Company on the
    applicable payment date for each installment.  For 2016 and 2014, for Mr. Shearin, the amounts in this column
    reflect discretionary bonuses awarded to him for those years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | The amounts in this column reflect the aggregate grant date fair value of the restricted stock awards, computed in accordance with ASC Topic 718, in the case of time-based restricted stock awards, based on the closing price of a share of our common stock as reported on the NASDAQ Global Market on the grant date and, in the case of performance-based restricted stock awards, based on a probable outcome of 50% vesting.  The grant date fair values for the 2016 performance-based restricted stock awards, based on achievement of the maximum vesting, would be as follows:  Mr. Shearin — $102,000 and Messrs. Sothen, Hanna, Taylor and Thomas — $17,000.  On March 24, 2016, the Company granted restricted stock to these executive officers.  50% of these shares are subject to time vesting in five equal annual installments which began on March 31, 2017.  The remaining 50% of these shares are subject to performance vesting and will vest on March 31, 2019 to the extent financial performance requirements for fiscal year 2018 are met.  The grant date fair values for the 2015 performance-based restricted stock awards, based on achievement of the maximum vesting, would be as follows:  Mr. Shearin — $47,100 and Messrs. Sothen, Taylor and Thomas — $15,700.  On March 19, 2015, the Company granted restricted stock to these executive officers.  50% of these shares are subject to time vesting in five equal annual installments which began on March 31, 2016.  The remaining 50% of these shares are subject to performance vesting and will vest on March 31, 2018 to the extent financial performance requirements for fiscal year 2017 are met.  The grant date fair values for the 2014 performance-based restricted stock awards, based on achievement of the maximum vesting, would be as follows: Mr. Shearin — $38,125 and Messrs. Sothen and Thomas — $15,250.  On October 15, 2014, the Company granted restricted stock to these executive officers.  50% of these shares are subject to time vesting in five equal annual installments which began on March 31, 2015.

The remaining 50% of these shares were originally subject to
performance vesting based on financial performance requirements for fiscal year 2016. However, in light of the Pending Merger and
the fact that a comparison to the peer group was challenging as a result of the recent merger activity within the peer group, in
March 2017, the Compensation Committee converted these shares into time-based restricted stock that will vest upon consummation
of the Pending Merger. On November 20, 2014, the Company granted 3,242 shares of restricted stock to Mr. Hanna.  These shares were subject to time vesting in two equal annual installments on November 15, 2015 and November 15, 2016.  As noted above, if consummated, the Pending Merger will constitute a change of control under all outstanding equity awards, resulting in accelerated vesting of all then outstanding equity awards in accordance with their terms.



21









|(3) | No stock options were granted to the named executive officers in 2016, 2015 or 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Annual cash bonuses earned under the Annual Bonus Plan are reported in this table as Non-Equity Incentive Plan Compensation.  As noted above, Mr. Hanna is not eligible to participate in the Annual Bonus Plan until 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | For Messrs. Shearin and Thomas includes the change in actuarial present value of the executive’s accumulated benefit in the qualified defined benefit pension plan, and for Messrs. Shearin and Hanna includes the change in their balances in the nonqualified supplemental executive retirement plan.  All changes in values are based on reports from independent advisors, using the assumptions described in the “Pension Plan” and “Supplemental Executive Retirement Plan” sections of this Amendment.  The 2014 changes in pension value were negative, driven largely by an increase in the discount rate applied to calculate the present value of future pension payments. The 2014 change in pension value for Mr. Thomas was ($5,708).  In 2016 for Mr. Shearin, there was a $6,061 increase in pension value and a $127,545 increase in his accumulated benefit under the supplemental executive retirement plan.  In 2015 for Mr. Shearin, there was a $45,072 increase in pension value and a $159,967 increase in his accumulated benefit under the supplemental executive retirement plan.  In 2014 for Mr. Shearin, there was a ($21,405) change in pension value and a $104,528 increase in his accumulated benefit under the supplemental executive retirement plan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | For 2016, 2015 and 2014, “All Other Compensation” includes the Company’s 401(k) match and imputed income for bank owned life insurance, and for 2015 and 2016, dividends paid on unvested shares of time vesting restricted stock held by the named executive officers on each dividend payment date during 2015 and 2016.  Additionally, for Mr. Shearin in 2016 only, “All Other Compensation” includes $26,236 in housing allowance and relocation related expenses.  Except for Mr. Shearin in 2016, the value of perquisites for each executive is less than $10,000 in each year presented, and therefore perquisites are not reported in this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(7) | Mr. Hanna joined the Company on November 16, 2014 as Executive Vice President and Regional Executive of the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(8) | Mr. Taylor was not a named executive officer in 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





Stock
Incentive Plans



The Company’s 2003 Plan and the 2007 Equity Compensation Plan
provided for the granting of both incentive and non-qualified stock options and restricted stock awards to executive officers,
key employees and directors of the Company and its subsidiaries. The terms of these plans were disclosed in the Company’s
2003 Proxy Statement for the 2003 Plan as filed with the SEC on March 24, 2003 and the 2007 Proxy Statement for the 2007 Equity
Compensation Plan as filed with the SEC on March 21, 2007.



On May 19, 2016, the Company’s shareholders approved the 2016
Equity Compensation Plan to promote the success of the Company by providing incentives to key employees, non-employee directors,
consultants and advisors to associate their personal interests with the long-term financial success of the Company and with growth
in shareholder value consistent with the Company’s risk management practices. The 2016 Equity Compensation Plan authorizes
the Company to issue up to 500,000 additional shares of common stock pursuant to stock options, restricted stock, restricted stock
units, stock appreciation rights, stock awards, performance units and performance cash awards. There were 484,232 shares still
available to be granted as awards under the 2016 Equity Compensation Plan as of December 31, 2016. The terms of the 2016 Equity
Compensation Plan were disclosed in the Company’s 2016 Proxy Statement as filed with the SEC on April 21, 2016.



Grants
of Plan-Based Awards



The following table presents information regarding possible payouts
to each of the named executive officers under the Company’s Annual Bonus Plan for 2016 and grants of equity awards to the
named executive officers during 2016. The Company did not make any option grants during 2016, but did grant 50,000 shares of restricted
stock under the 2007 Equity Compensation Plan to our named executive officers during 2016.



22







Grants of Plan-Based Awards—2016





|                  |  |                |         |  | Estimated
                                         Possible Payouts Under Non-Equity
                                         Incentive Plan Awards (1) |  |   | Estimated
    Possible Payouts Under EquityIncentive Plan Awards (2) |  |   | All
                                         Other StockAwards: Numberof Shares of |  |  | Grant
    Date FairValue of Stockand Option |        
|----------------- |  | -------------- | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------------------------------------------------------------------- |  | - | ---------------------------------------------------------------------------------- |  |  | ------------------------------------------- | -------
|Name              |  | Grant
    Date |         |  | Threshold
    ($)                                                                                                                                       |  |   | Target
    ($)                                                       |  |   | Maximum
    ($)                                                                    |  |  | Threshold
    (#)                           |        
|Joe A. Shearin    |  |                | —       |  |                                                                                                                                                         |  | — |                                                                      |  | $ | 123,743                                                                            |  |  | $                                           | 123,743
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|J. Adam Sothen    |  |                | —       |  |                                                                                                                                                         |  | — |                                                                      |  | $ | 26,037                                                                             |  |  | $                                           | 43,394 
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|Mark C. Hanna     |  |                | —       |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|Douglas R. Taylor |  |                | —       |  |                                                                                                                                                         |  | — |                                                                      |  | $ | 23,063                                                                             |  |  | $                                           | 38,438 
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|James S. Thomas   |  |                | —       |  |                                                                                                                                                         |  | — |                                                                      |  | $ | 26,081                                                                             |  |  | $                                           | 43,469 
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      
|                  |  |                | 3/24/16 |  |                                                                                                                                                         |  | — |                                                                      |  |   | —                                                                                  |  |  |                                             | —      



| | (1) | Each of the named executive officers above, other than Mr. Hanna, was eligible to receive a cash bonus award for 2016 under the Annual Bonus Plan discussed on page 10. The amounts shown in these columns reflect the maximum payment level under the Annual Bonus Plan, which was 25% of the individual’s base salary as of March 1, 2016, except for Mr. Shearin for whom the maximum was 35% of his base salary as of March 1, 2016, and the target payment level, which was 15% of the individual’s base salary as of March 1, 2016, except for Mr. Shearin whose target payment was 35% of base salary as of March 1, 2016.  There is no threshold payment level under the Annual Bonus Plan.                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | On March 24, 2016, the Company granted 50,000 shares of restricted stock to the named executive officers.  50% of these shares are subject to time vesting in five equal annual installments beginning on March 31, 2017 and are reflected in the “All Other Stock Awards” column.  The remaining 50% of these shares are subject to performance vesting and are reflected in the “Estimated Possible Payouts Under Equity Incentive Plan Awards” columns.  These shares will vest on March 31, 2019 at either a 50% level or 100% level if financial performance requirements for fiscal year 2018 are met.  As noted above, if consummated, the Pending Merger will constitute a change of control under all outstanding equity awards, resulting in accelerated vesting of all then outstanding equity awards in accordance with their terms.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (3) | The amounts in this column reflect the grant date fair value of the restricted stock granted under the 2007 Equity Compensation Plan, computed in accordance with ASC Topic 718.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



23







Outstanding
Equity Awards at December 31, 2016



The following table indicates outstanding equity awards held by
the named executive officers as of December 31, 2016. None of the named executive officers held any stock options as of December
31, 2016.



|                  |  |             |  | Outstanding Equity Awards at December 31, 2016                 |       
|----------------- |  | ----------- |  | -------------------------------------------------------------- | ------
|                  |  |             |  | Stock Awards                                                   |       
|                  |  |             |  |                                                                |       
|                  |  |             |  |                                                                |       
|                  |  |             |  |                                                                |       
|Name              |  | Grant  Date |  | Number ofShares orUnits ofStock ThatHave NotVested (#) (1) (2) |       
|Joe A. Shearin    |  | 6/29/2012   |  |                                                                | 2,400 
|                  |  | 11/18/2013  |  |                                                                | 4,800 
|                  |  | 10/15/2014  |  |                                                                | 3,750 
|                  |  | 3/19/2015   |  |                                                                | 6,000 
|                  |  | 3/24/2016   |  |                                                                | 15,000
|                  |  |             |  |                                                                |       
|J. Adam Sothen    |  | 6/29/2012   |  |                                                                | 800   
|                  |  | 11/18/2013  |  |                                                                | 2,000 
|                  |  | 10/15/2014  |  |                                                                | 1,500 
|                  |  | 3/19/2015   |  |                                                                | 2,000 
|                  |  | 3/24/2016   |  |                                                                | 2,500 
|                  |  |             |  |                                                                |       
|Mark C. Hanna     |  | 3/24/2016   |  |                                                                | 2,500 
|                  |  |             |  |                                                                |       
|Douglas R. Taylor |  | 6/29/2012   |  |                                                                | 800   
|                  |  | 11/18/2013  |  |                                                                | 2,000 
|                  |  | 10/15/2014  |  |                                                                | 1,500 
|                  |  | 3/19/2015   |  |                                                                | 2,000 
|                  |  | 3/24/2016   |  |                                                                | 2,500 
|                  |  |             |  |                                                                |       
|James S. Thomas   |  | 6/29/2012   |  |                                                                | 800   
|                  |  | 11/18/2013  |  |                                                                | 2,000 
|                  |  | 10/15/2014  |  |                                                                | 1,500 
|                  |  | 3/19/2015   |  |                                                                | 2,000 
|                  |  | 3/24/2016   |  |                                                                | 2,500 





|(1) | There are 4,800 shares remaining from the 2012 restricted stock award.  These shares will vest on June 29, 2017.  There are 10,800 shares remaining from the 2013 restricted stock award.  These shares will vest according to the following schedule:  50% or 5,400 shares will vest on November 18, 2017 and 50% or 5,400 shares will vest on November 18, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | There are 22,000 shares remaining from these
    October 15, 2014 restricted stock awards. 50% of these shares are subject to time vesting in five equal annual installments
    beginning on March 31, 2015. The remaining 50% of these shares were originally subject to performance vesting based on
    financial performance requirements for fiscal year 2016. However, in light of the Pending Merger and the fact that a
    comparison to the peer group was challenging as a result of the recent merger activity within the peer group, in March 2017,
    the Compensation Committee converted these shares into time-based restricted stock that will vest upon consummation of the
    Pending Merger. There are 27,000 shares remaining from these 2015 restricted stock awards. 50% of these shares are subject to
    time vesting in five equal annual installments beginning on March 31, 2016. The remaining 50% of these shares are subject to
    performance vesting and will vest on March 31, 2018 at either a 50% level (threshold) or 100% level (target) if financial
    performance requirements for fiscal year 2017 are met. There are 50,000 shares remaining from these 2016 restricted stock
    awards. 50% of these shares are subject to time vesting in five equal annual installments beginning on March 31, 2017. The
    remaining 50% of these shares are subject to performance vesting and will vest on March 31, 2019 at either a 50% level
    (threshold) or 100% level (target) if financial performance requirements for fiscal year 2018 are met. The shares
    subject to performance vesting are reported in this table at the threshold level of achievement in accordance with SEC rules.
     As noted above, if consummated, the Pending Merger will constitute a change of control under all outstanding equity
    awards, resulting in accelerated vesting of all then outstanding equity awards in accordance with their terms.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | The market value of restricted stock is based on the $10.45 closing price of a share of our common stock as reported on the NASDAQ Global Market on December 30, 2016, the last business day of 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





24







Option Exercises and Stock Vested



The following table presents information regarding restricted
stock that vested during 2016 for each of our named executive officers. None of the named executive officers exercised stock options
during 2016.



Option Exercises and Stock Vested for 2016



|                  |  | Option Awards                                |   |  | Stock Awards                    |  
|----------------- |  | -------------------------------------------- | - |  | ------------------------------- | -
|                  |  |                                              |   |  |                                 |  
|Name              |  | Number of  Shares  Acquired on  Exercise (#) |   |  | Value Realized  on Exercise ($) |  
|Joe A. Shearin    |  |                                              | - |  |                                 | $
|J. Adam Sothen    |  |                                              | - |  |                                 | $
|Mark C. Hanna     |  |                                              | - |  |                                 | $
|Douglas R. Taylor |  |                                              | - |  |                                 | $
|James S. Thomas   |  |                                              | - |  |                                 | $



| | (1) | Represents the gross number of restricted shares that vested
during 2016, without taking into account any shares that may have been surrendered or withheld to satisfy applicable tax obligations.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Value realized is the gross number of shares that vested multiplied
by the market price of a share of our common stock as reported on the NASDAQ Global Market on the date of vesting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pension Plan



The Company had a pension plan provided through the Virginia
Bankers Association Insurance Trust. Until December 31, 2011, the plan was a defined benefit pension plan, and benefits were based
on an employee’s final five year average salary at the time of retirement, normally at age 65. All active, full-time employees
of the Company and its subsidiaries were eligible to participate in the plan through December 31, 2007 at age 21 with one year
of service. Employees did not contribute to the plan, and a participant became 100% vested upon completion of five years of service.
Employees of predecessor Hanover Bank as well as EVB Investments, Inc. became eligible to participate in the plan as of October
1, 2003. Directors who were full-time employees were eligible for participation. The Company amended the pension plan on January
28, 2008. Under the terms of the amended plan, balances under the plan were frozen on December 31, 2007 for all plan participants
except that participants who were then age 55 or greater or had at least 10 years of service with the Company on October 1, 2007
would remain in the existing plan and receive future contributions. The balances for Messrs. Shearin and Thomas were frozen as
of December 31, 2007. The plan was further amended February 28, 2011 to freeze the plan with no additional contributions for grandfathered
participants. Benefits for all participants have remained frozen in the plan since such action was taken. Effective January 1,
2012, the plan was converted to a cash balance plan. Under a cash balance plan, participant benefits are stated as an account balance.
An opening account balance was established for each plan participant based on the lump sum value of his or her accrued benefit
as of December 31, 2011 in the original defined benefit pension plan. Each participant’s account will be credited with an
“interest” credit each year. The interest rate for each year is determined as the average annual interest rate on the
2 year U.S. Treasury securities for the month of December preceding the plan year. The Company intends to terminate the plan effective
May 1, 2017 in connection with the Pending Merger. Following termination and the receipt of a favorable determination letter, all
benefits under the plan will be distributed to participants. The present value of the accumulated benefit as listed below was calculated
by our pension actuaries Sageview Consulting Group, LLC based on the assumptions listed below:



25







| | 1. | Annuity Conversion of 1.82% for First Segment (5 years),
4.12% for Second Segment (15 years) and 5.01% for Third Segment (after 20 years).
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | IRS Applicable Mortality as described in IRS Notice 2015-53.
The actuarial benefits for the named executive officers as of December 31, 2016 are presented in the table below:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pension
Plan Benefits – Fiscal Year 2016



|                  |  |           |   |  | Number of           |  |   | Present Value  |  |   | Payments        | 
|----------------- |  | --------- | - |  | ------------------- |  | - | -------------- |  | - | --------------- | 
|                  |  |           |   |  | Years Credited      |  |   | of Accumulated |  |   | During Last     | 
|Name              |  | Plan Name |   |  | Service (#) (1) (2) |  |   | Benefit ($)    |  |   | Fiscal Year ($) | 
|Joe A. Shearin    |  |           | * |  |                     |  | 6 |                |  | $ | 302,369         | 
|J. Adam Sothen    |  |           | * |  |                     |  | - |                |  |   | -               | 
|Mark C. Hanna     |  |           | * |  |                     |  | - |                |  |   | -               | 
|Douglas R. Taylor |  |           | * |  |                     |  | - |                |  |   | -               | 
|James S. Thomas   |  |           | * |  |                     |  | 4 |                |  |   | 121,032         | 



| | * | VBA Master Defined Benefit Plan for Eastern Virginia Bankshares,
Inc.
| | - | ---------------------------------------------------------------------



| | (1) | Named executive officers had their service years frozen
at 2007 year end. As a result, the years of credited service under the plan do not match the named executive officers’ actual
years of service, which are as follows: Mr. Shearin, 15 years and Mr. Thomas, 13 years.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Sothen, Mr. Hanna and Mr. Taylor are not eligible to
participate in the plan.
| | --- | ---------------------------------------------------------------------------------



Supplemental Executive Retirement Plan



The benefits under the supplemental executive retirement plan
are discussed under the heading “Elements of Compensation” above.



The table below shows the accumulated benefit as of December
31, 2016 for the named executive officer under the supplemental executive retirement plan.



Pension
Benefits – Fiscal Year 2016



|               |  |           |   |  | Number of      |  |   | Present Value  |  |   | Payments        | 
|-------------- |  | --------- | - |  | -------------- |  | - | -------------- |  | - | --------------- | 
|               |  |           |   |  | Years Credited |  |   | of Accumulated |  |   | During Last     | 
|Name           |  | Plan Name |   |  | Service (1)    |  |   | Benefit ($)    |  |   | Fiscal Year ($) | 
|Joe A. Shearin |  |           | * |  |                |  | 8 |                |  | $ | 813,703         | 
|Mark C. Hanna  |  |           | * |  |                |  | 2 |                |  |   | 28,129          | 



| | * | Eastern Virginia Bankshares, Inc. Supplemental Executive
Retirement Plan.
| | - | -------------------------------------------------------------------------



| | (1) | This plan was adopted
for Mr. Shearin effective January 1, 2008, and was amended to add Mr. Hanna in 2014. The years of credited service under the plan
do not match Mr. Shearin’s actual years of service, which is 15 years.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26







Potential Payments Upon Termination or Change of Control



Our employment agreements and equity award agreements and certain
other plans and programs in which our named executive officers participate provide for benefits or payments upon certain employment
termination or change of control events. The benefits and payments payable upon certain termination or change of control events
are discussed under the heading “Elements of Compensation” above, except to the extent a benefit or payment is available
generally to all salaried employees and in a manner that does not discriminate in favor of our executive officers. We also provide
non-discriminatory life insurance benefits and provide disability coverage that all salaried employees can purchase at a group
rate. In addition we maintain bank owned life insurance policies with respect to eighteen of our most highly compensated employees,
including each named executive officer.



The Board of Directors and Compensation Committee, as applicable,
have concluded that these payments are appropriate based on an evaluation of what is customary in the community banking industry
with particular focus on competitor banking companies in Virginia. Potential payments upon termination before or after a change
of control or upon death or disability do not influence decisions regarding any other element of compensation. There are material
conditions and obligations applicable to payments upon termination as outlined above and the payments may also be limited by applicable
federal banking regulations.



The table below shows the estimated potential payments to each
of our named executive officers upon certain employment termination or change of control events, assuming the scenario were effective
as of December 31, 2016. Stock valuations are based on the closing price of our common stock ($10.45 per share) as reported on
the NASDAQ Stock Market on December 30, 2016, the last business day of 2016. The table reports only amounts that are increased,
accelerated or otherwise paid or payable as a result of the applicable termination or change of control event and, as a result,
excludes amounts accrued through December 31, 2016, that would have been paid in the normal course of continued employment (such
as accrued but unpaid salary and bonus amounts), equity awards that had vested prior to the termination or change of control, and
pension plan and supplemental retirement plan benefits included in the Pension Benefits — Fiscal Year 2016 tables
above that had vested based on the executive’s age prior to the termination or change of control. The table also excludes
any amounts that are available generally to all salaried employees and in a manner that does not discriminate in favor of our executive
officers.



27







The amounts shown in the table below are only estimates; we
cannot determine actual amounts to be paid until an employment termination or change of control occurs.



The amounts shown in the table below do not reflect any payments
or benefits that are expected to be received by any of the named executive officers in connection with the Pending Merger.



Potential
Payments Upon Termination or Change of Control Table



|                  |  |                                        |  |       |           |  |                       |   |         |                     |  |   | Termination                                       |     |  |              |                                                      |    
|----------------- |  | -------------------------------------- |  | ----- | --------- |  | --------------------- | - | ------- | ------------------- |  | - | ------------------------------------------------- | --- |  | ------------ | ---------------------------------------------------- | ---
|                  |  |                                        |  |       |           |  |                       |   |         | Non-Change of       |  |   | Without Cause                                     |     |  |              |                                                      |    
|                  |  |                                        |  |       |           |  |                       |   |         | Control             |  |   | or for Good                                       |     |  | Change of    |                                                      |    
|                  |  |                                        |  |       |           |  | Disability/           |   |         | Termination         |  |   | Reason                                            |     |  | Control with |                                                      |    
|                  |  |                                        |  |       |           |  | Termination           |   |         | Without Cause or    |  |   | following a                                       |     |  | no Related   |                                                      |    
|Name              |  | Payments
    and Benefits              |  | Death |           |  | Due
    to Disability |   |         | for
    Good Reason |  |   | Change
    of Control                             |     |  | Termination  |                                                      |    
|Joe A. Shearin    |  | Severance (1)                          |  | $     | -         |  |                       | $ | -       |                     |  | $ | 1,104,619                                         |     |  |              | $
                                         1,104,619 | (2)
|                  |  | Supplemental Retirement Benefit        |  |       | -         |  |                       |   | -       | (3)                 |  |   | -                                                 |     |  |              | 833,091                                              | (4)
|                  |  | Restricted Stock - Accelerated Vesting |  |       | 559,075   |  |                       |   | 559,075 |                     |  |   | -                                                 |     |  |              | 634,315                                              |    
|                  |  | Bank-Owned
    Life Insurance(5)       |  |       | 1,414,204 |  |                       |   | -       |                     |  |   | -                                                 |     |  |              | -                                                    |    
|                  |  |                                        |  | $     | 1,973,279 |  |                       | $ | 559,075 |                     |  | $ | 1,104,619                                         |     |  | $            | 2,572,025                                            |    
|                  |  |                                        |  |       |           |  |                       |   |         |                     |  |   |                                                   |     |  |              |                                                      |    
|J. Adam Sothen    |  | Executive Severance Plan               |  | $     | -         |  |                       | $ | -       |                     |  |   | $
                                         89,921 | (6) |  |              | $
                                         179,842   | (7)
|                  |  | Restricted Stock - Accelerated Vesting |  |       | 141,075   |  |                       |   | 141,075 |                     |  |   | -                                                 |     |  |              | 170,335                                              |    
|                  |  | Bank-Owned
    Life Insurance(5)       |  |       | 694,310   |  |                       |   | -       |                     |  |   | -                                                 |     |  |              | -                                                    |    
|                  |  |                                        |  | $     | 835,385   |  |                       | $ | 141,075 |                     |  | $ | 89,921                                            |     |  | $            | 350,177                                              |    
|                  |  |                                        |  |       |           |  |                       |   |         |                     |  |   |                                                   |     |  |              |                                                      |    
|Mark C. Hanna     |  | Severance (8)                          |  | $     | -         |  |                       | $ | -       |                     |  | $ | 229,500                                           |     |  |              | $
                                         459,000   | (9)
|                  |  | Supplemental Retirement Benefit        |  |       | -         |  |                       |   | -       | (3)                 |  |   | -                                                 |     |  |              | 341,442                                              | (4)
|                  |  | Restricted Stock - Accelerated Vesting |  |       | 52,250    |  |                       |   | 52,250  |                     |  |   | -                                                 |     |  |              | 52,250                                               |    
|                  |  | Bank-Owned
    Life Insurance(5)       |  |       | 918,000   |  |                       |   | -       |                     |  |   | -                                                 |     |  |              | -                                                    |    
|                  |  |                                        |  | $     | 970,250   |  |                       | $ | 52,250  |                     |  | $ | 229,500                                           |     |  | $            | 852,692                                              |    
|                  |  |                                        |  |       |           |  |                       |   |         |                     |  |   |                                                   |     |  |              |                                                      |    
|Douglas R. Taylor |  | Executive Severance Plan               |  | $     | -         |  |                       | $ | -       |                     |  |   | $
                                         80,008 | (6) |  |              | $
                                         160,016   | (7)
|                  |  | Restricted Stock - Accelerated Vesting |  |       | 141,075   |  |                       |   | 141,075 |                     |  |   | -                                                 |     |  |              | 170,335                                              |    
|                  |  | Bank-Owned
    Life Insurance(5)       |  |       | 615,007   |  |                       |   | -       |                     |  |   | -                                                 |     |  |              | -                                                    |    
|                  |  |                                        |  | $     | 756,082   |  |                       | $ | 141,075 |                     |  | $ | 80,008                                            |     |  | $            | 330,351                                              |    
|                  |  |                                        |  |       |           |  |                       |   |         |                     |  |   |                                                   |     |  |              |                                                      |    
|James S. Thomas   |  | Severance (10)                         |  | $     | -         |  |                       | $ | -       |                     |  | $ | 173,875                                           |     |  |              | $
                                         430,500   | (2)
|                  |  | Restricted Stock - Accelerated Vesting |  |       | 141,075   |  |                       |   | 141,075 |                     |  |   | -                                                 |     |  |              | 170,335                                              |    
|                  |  | Bank-Owned
    Life Insurance(5)       |  |       | 695,501   |  |                       |   | -       |                     |  |   | -                                                 |     |  |              | -                                                    |    
|                  |  |                                        |  | $     | 836,576   |  |                       | $ | 141,075 |                     |  | $ | 173,875                                           |     |  | $            | 600,835                                              |    



| | (1) | Severance under Mr. Shearin’s employment agreement
includes a monthly salary continuation payment equal to one-twelfth Mr. Shearin’s rate of annual base salary in effect upon
termination, payable for 36 months (i.e., $1,060,653), out-placement services for up to two years, including job search services
(i.e., a maximum of $10,000) and 36 months of continuing medical, dental and vision insurance coverage, with such premiums paid
by the Company (i.e., $33,966). The Company has the right to cease payment of these amounts if Mr. Shearin breaches the confidentiality
provisions or covenant not to compete, provided that the covenant not to compete ceases to apply in the event of a change of control.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Under the employment agreements with Mr. Shearin and Mr.
Thomas, if employment is terminated within one year following a change of control, this amount is paid in monthly installments
over the respective term of the employment agreement, with an additional lump sum (if any) payable at termination as needed to
bring the total amount of severance payments to 299% of the executive’s annualized cash compensation for a period that precedes
the change of control as determined under the Code. All amounts due under the employment agreements with Mr. Shearin and Mr. Thomas
are subject to cutback under Section 280G of the Code (i.e., they will be reduced to one dollar less than the maximum amount that
may be paid under Section 280G of the Code without making the payment nondeductible). The amounts shown in this column do not
reflect any potential reduction that may be made in this regard.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Upon the executive’s disability, the amount of the
executive’s benefit payable under the supplemental retirement plan is not increased although the time of payment is accelerated.
For Mr. Shearin, payment of the vested percentage would be made in monthly installments for 15 years beginning on the first day
of the month following the date of disability. For Mr. Hanna, payment of the vested percentage would be made in 200 monthly installments
beginning on the first day of the month following the date of disability.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28







| | (4) | The amount shown in this column is the present value of
the incremental amount of the benefit under the supplemental retirement plan for which vesting or payment would have been accelerated
in connection with such a termination as of December 31, 2016. The actuarial assumptions used to calculate the incremental benefit
are the same as the assumptions in the Pension Benefits for 2016 table using a 3.85% rate for present value computations.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Death benefits represent life insurance payments that would
be made to the named executive officer’s beneficiaries pursuant to bank owned life insurance policies, which provide for
a death benefit of four times the deceased named executive officer’s base salary.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | If employment is terminated involuntarily by the Company
or the Bank without cause, the executive is entitled to six months of continuing salary payments and six months of payments equal
to the regular employer-paid portion of the monthly premium for the executive’s medical insurance under COBRA, payable in
accordance with established payroll practices, provided the executive signs a general release.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | If, within one year following a change of control, either
employment is terminated involuntarily by the Company or the Bank without cause or the executive terminates employment for good
reason (i.e., a “constructive discharge” under the Executive Severance Plan), the executive is entitled to twelve
months of continuing salary payments and twelve months of payments equal to the regular employer-paid portion of the monthly premium
for the executive’s medical insurance under COBRA, payable in accordance with established payroll practices, provided the
executive signs a general release.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Severance under Mr. Hanna’s employment agreement
is payable monthly over the remaining term of the employment agreement. The Company has the right to cease payment of these amounts
if Mr. Hanna breaches the confidentiality provisions or covenant not to compete, provided that the covenant not to compete ceases
to apply in the event of a change of control.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | If employment is terminated within one year following a
change of control, this amount will be paid in a lump sum upon termination. All amounts due under the employment agreement with
Mr. Hanna are subject to cutback under Section 280G of the Code (i.e., they will be reduced to one dollar less than the maximum
amount that may be paid under Section 280G of the Code without making the payment nondeductible). The amounts shown in this column
do not reflect any potential reduction that may be made in this regard.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Severance under Mr. Thomas’s employment agreement
is payable monthly over the remaining term of the employment agreement. The Company has the right to cease payment of these amounts
if Mr. Thomas breaches the confidentiality provisions or covenant not to compete, provided that the covenant not to compete ceases
to apply in the event of a change of control.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Committee Report



The Compensation Committee consists entirely of independent
directors. The Compensation Committee is composed of Eric A. Johnson (Chairman), John F. Biagas, W. Rand Cook, F. L. Garrett, III,
Boris M. Gutin and Ira C. Harris, Ph.D., CPA. The same individuals served on the Compensation Committee during 2016. The Committee
administers the Company’s and the Bank’s executive compensation program, recommends to the Company’s Board of
Directors the compensation of the Chief Executive Officer and establishes the compensation of the other executive officers.



The Committee reviewed and discussed the Compensation Discussion
and Analysis (“CDA”) with management and based on such review and discussion, the Committee recommended to the Board
of Directors that the CDA be included in this Amendment.



The Compensation Committee

Eric A. Johnson, Chairman
John F. Biagas
W. Rand Cook
F. L. Garrett, III
Boris M. Gutin
Ira C. Harris, Ph.D., CPA



29







Compensation Committee Interlocks and Insider Participation



No member of the Compensation Committee is a current or former
officer or employee of the Company or any of our subsidiaries. In addition, there are no Compensation Committee interlocks with
other entities with respect to any such member. The CEO attends Compensation Committee meetings that discuss matters not directly
related to the CEO, but is not a member of the Compensation Committee.



Director Compensation



The Nominating and Corporate Governance Committee periodically
reviews the compensation paid to the Company’s non-employee directors and recommends changes to the full Board of Directors.
Directors who are also officers of the Company do not receive any compensation for their Company or Bank Board or committee service.
Compensation paid to our non-employee directors for 2016 is disclosed in the table below.



Based on the recommendation of the Nominating and Corporate
Governance Committee, the Company’s Board approved changes to non-employee director compensation in 2016. Following a comprehensive
analysis of director fees paid by twelve peer banks and discussion of appropriate mix between cash and equity compensation for
directors and appropriate retainer amounts for certain committees, as well as review of the Company’s performance in recent
years, on the recommendation of the Nominating and Corporate Governance Committee, the Board approved an increase in non-employee
director compensation for 2016. The initial change, effective May 19, 2016, increased the meeting fees and monthly retainer amounts
paid in cash and established a fixed dollar value for the amount of the annual retainer paid in unrestricted shares of the Company’s
common stock. Based on the recommendation of the Nominating and Corporate Governance Committee, the Company’s Board approved
a modification to non-employee director compensation, effective June 23, 2016, to permit non-employee directors to receive a portion
of their annual retainer in cash.



Director Compensation Prior to May 19, 2016



From January 1, 2016 through May 18, 2016, each non-employee
director received $300 for each Company Board meeting attended and $300 for each Company Board committee meeting attended. For
joint meetings of the Company’s and the Bank’s Boards, each non-employee director received a fee of $150 in addition
to the Bank Board meeting fee. On days when the Company’s and the Bank’s Boards both met but not jointly, the Chairman
of the Board of Directors had the discretion to determine to pay each director $300 instead of the $150 fee. In addition to the
meeting fees, the Audit and Risk Oversight Committee members received a monthly retainer fee of $200 and the Chairman of that committee
received a monthly retainer fee of $300.



Each director of the Company’s Board is also a member
of the Bank’s Board. From January 1, 2016 through May 18, 2016, each non-employee director received $500 for each Bank Board
meeting attended and $300 for each committee meeting attended. The Chairman of the Bank’s Board, who also serves as the Chairman
of the Company’s Board, received an additional $500 per month retainer. Each member of the Bank’s Loan Committee also
received $150 for each teleconference of the Loan Committee between regularly scheduled Loan Committee meetings. For meetings of
the Company’s Board of Directors and the Bank’s Board of Directors, directors were permitted one paid absence per year.
Directors did not receive additional compensation for executive sessions held as part of Company Board or Bank Board meetings.



Prior to May 19, 2016 and including service in 2015, each non-employee
director of the Bank Board also received an annual retainer in the form of a grant of 500 unrestricted shares of the Company’s
common stock.



Current Director Compensation



Effective May 19, 2016, each non-employee director receives
$450 for each Company Board meeting attended and $450 for each Company Board committee meeting attended. For joint meetings of
the Company’s and the Bank’s Boards, each non-employee director receives a fee of $225 in addition to the Bank Board
meeting fee. On days when the Company’s and the Bank’s Boards meet but not jointly, the Chairman of the Board of Directors
has the discretion to determine to pay each director $450 instead of the $225 fee.  In addition to the meeting fees, the Audit
and Risk Oversight Committee members receive a monthly retainer fee of $300 and the Chairman of that committee receives a monthly
retainer fee of $450.



30







Effective May 19, 2016, each non-employee director receives
$750 for each Bank Board meeting attended and $450 for each committee meeting attended. The Chairman of the Bank’s Board,
who also serves as the Chairman of the Company’s Board, receives an additional $750 per month retainer. Each member of the
Bank’s Loan Committee receives $225 for each teleconference of the Loan Committee between regularly scheduled Loan Committee
meetings. For meetings of the Company’s Board of Directors and the Bank’s Board of Directors, directors continue to
be permitted one paid absence per year. Directors do not receive additional compensation for executive sessions held as part of
Company Board or Bank Board meetings.



Beginning with the 2016 award, each non-employee director of
the Bank’s Board also receives an annual retainer in the form of a grant of unrestricted shares of the Company’s common
stock in the amount of approximately $15,000, based on the closing price of the common stock on the date of the grant and prorated
to the time served. Each non-employee director may elect in advance whether to have a portion (up to $10,000) of this annual retainer
paid in cash rather than equity.



In the event a new non-employee director is elected to the Bank
Board during the year, the annual retainer is prorated on a daily basis and paid on July 1. In the event a non-employee director
ceases serving on the Bank Board for any reason other than a removal for cause, the annual retainer is prorated on a daily basis
and paid within 30 days of the departure from the Bank Board.



In connection with these changes in director compensation, the
Company delayed payment of the 2016 annual retainer to September 1, 2016, except for Mr. Lewis, whose term as a director ended
on May 19, 2016.



31







Total director fees paid by the Company were $59,675 in 2016.
Total director fees paid by the Bank were $353,407 in 2016.



|Director Compensation for 2016
|------------------------------
|                              
|                              
|Name                          
|                              
|John F. Biagas                
|W. Rand Cook                  
|William G. Cox                
|F. L. Garrett, III            
|Michael E. Fiore, P.E.        
|Boris M. Gutin                
|Ira C. Harris, Ph.D., CPA     
|Eric A. Johnson               
|W. Leslie Kilduff, Jr.        
|William L. Lewis (4)          
|Leslie E. Taylor, CPA         
|Jay T. Thompson, III          



| | (1) | Mr. Shearin receives no additional compensation as a director
of the Company or Bank’s Board. His compensation as an executive officer is included under the caption “Summary Compensation
Table.”
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The amounts in this column reflect cash retainer and meeting
fees for Company and Bank Board and committee service.
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (3) | The values in this column are the grant date fair values
of 2016 stock awards to directors computed in accordance with FASB ASC Topic 718. Except for Mr. Lewis, the fair market value
in 2016 was $7.61 per share determined as the closing price of the Company’s common stock on September 1, 2016. For Mr.
Lewis, the fair market value was $7.30 per share determined as the closing price of the Company’s common stock on May 18,
2016. The total fair value of the grants to our directors for their service on the Bank’s Board was $133,232 in 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Mr. Lewis’ term expired at the 2016 Annual Meeting
of Shareholders.
| | --- | -------------------------------------------------------------------



32







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



Security Ownership of Certain Beneficial Owners



The following table sets forth certain information with respect
to beneficial ownership of the Company’s common stock as of March 24, 2017 by each beneficial owner of more than 5.0% of
the Company’s common stock, based on currently available Schedules 13D and 13G and amendments thereto filed with the SEC
and other information available to the Company.



|                                     |  | Amount And Nature of |               |  |                      | 
|------------------------------------ |  | -------------------- | ------------- |  | -------------------- | 
|Name and Address of Beneficial Owner |  | Beneficial Ownership |               |  | Percent of Class (1) | 
|                                     |  |                      |               |  |                      | 
|Castle Creek Capital Partners IV, LP |  |                      | 1,061,225 (2) |  |                      | 
|6051 El Tordo                        |  |                      |               |  |                      | 
|Rancho Santa Fe, CA 92067            |  |                      |               |  |                      | 
|                                     |  |                      |               |  |                      | 
|EJF Capital LLC                      |  |                      | 660,784 (3)   |  |                      | 
|2107 Wilson Blvd., Suite 410         |  |                      |               |  |                      | 
|Arlington, VA 22201                  |  |                      |               |  |                      | 
|                                     |  |                      |               |  |                      | 
|GCP III EVB LLC                      |  |                      | 1,122,756 (4) |  |                      | 
|600 Lexington Ave., 31st Floor       |  |                      |               |  |                      | 
|New York, NY 10022                   |  |                      |               |  |                      | 
|                                     |  |                      |               |  |                      | 
|Wellington Management Company, LLP   |  |                      | 941,671 (5)   |  |                      | 
|280 Congress Street                  |  |                      |               |  |                      | 
|Boston, MA 02210                     |  |                      |               |  |                      | 



| | (1) | Based on 13,116,600 shares of the Company’s common
stock issued and outstanding on March 24, 2017.
| | --- | --------------------------------------------------------------------------------------------------



| | (2) | Based on Amendment No. 3 to the Schedule 13D filed by Castle Creek, Castle Creek Capital IV LLC,
                                                                              John M. Eggemeyer, J. Mikesell Thomas, Mark G. Merlo and John T. Pietrzak on December 28, 2016. Castle Creek and Castle
                                                                              Creek Capital IV LLC have sole voting power and investment power with regard to 1,061,225 shares of common stock. As managing
                                                                              principals of Castle Creek Capital IV LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo and Mr. Pietrzak may be deemed to share
                                                                              voting power with regard to 1,061,225 shares of common stock and may be deemed to share investment power with regard to
                                                                              1,061,225 shares of common stock. Castle Creek also owns 4,048,670 shares of Series B Preferred Stock, which is convertible
                                                                              into shares of common stock in connection with certain transfers of such shares of Series B Preferred Stock or if the
                                                                              Company’s Board of Directors has approved such conversion, subject to certain restrictions based on the beneficial
                                                                              ownership of the holder of the shares of Series B Preferred Stock. Castle Creek does not currently have the right to acquire
                                                                              such common stock and does not have voting or investment power over such common stock. Castle Creek and its affiliates are
                                                                              subject to a passivity agreement with the Board of Governors of the Federal Reserve System, which is filed as an exhibit to
                                                                              the Schedule 13D. On December 22, 2016, Castle Creek entered into a Secured Promissory Note (the “Secured
                                                                              Promissory Note”) in favor of Stifel Bank & Trust (the “Secured Party”) in connection with a
                                                                              $20,000,000 term loan facility. Pursuant to a Security and Pledge Agreement entered into in connection with the Secured
                                                                              Promissory Note, Castle Creek has pledged, among other things, all of its interest in the common stock beneficially owned by
                                                                              it. In connection with such pledge, Castle Creek made certain customary representations, warranties and covenants with
                                                                              respect to the common stock, including that Castle Creek will not trade, assign or transfer the common stock without the
                                                                              Secured Party’s written consent. Both Castle Creek entities, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo and Mr. Pietrzak
                                                                              share the contact address listed in the table above.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Based on Amendment No. 2 to Schedule 13G filed by EJF Capital
LLC on February 12, 2016, as of December 31, 2015, EJF Financial Services Fund, LP is the record owner of 613,158 shares
of common stock. EJF Financial Services GP, LLC serves as the general partner of EJF Financial Services Fund, LP and an investment
manager of certain affiliates for it and may be deemed to share beneficial ownership of the shares of common stock of which EJF
Financial Services Fund, LP is the record owner. EJF Capital LLC is the sole member of each of EJF Financial Services GP, LLC
and EJF Financial Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of common stock of which
such entities may share beneficial ownership. EJF Capital LLC also serves as the investment manager of a managed account, and
may be deemed to share beneficial ownership of 47,626 shares of common stock of which the managed account is the record owner.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares
of common stock over which EJF Capital LLC may share beneficial ownership. All EJF entities noted above and Mr. Friedman share
the contact address listed in the table above.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



33







| | (4) | GCP, an affiliate of GCP Capital, also owns 1,191,522 shares
of Series B Preferred Stock, which is convertible into shares of common stock in connection with certain transfers of such shares
of Series B Preferred Stock or if the Company’s Board of Directors has approved such conversion, subject to certain restrictions
based on the beneficial ownership of the holder of the shares of Series B Preferred Stock. GCP does not currently have the right
to acquire such shares of common stock and does not have voting or investment power over such common stock. GCP Capital and its
affiliates are subject to a passivity agreement with the Board of Governors of the Federal Reserve System. GCP and GCP Capital
share the contact address listed in the table above.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Based on Amendment No. 8 to the Schedule 13G filed by Wellington
Management Company, LLP (“Wellington”) on February 9, 2017. Wellington, in its capacity as investment advisor,
may be deemed to share voting power with regard to 941,671 shares of common stock and may be deemed to share investment power
with regard to 941,671 shares of common stock.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Security Ownership of Management



The following table sets forth, as of March 24, 2017, certain
information with respect to the beneficial ownership of shares of the Company’s common stock and the Company’s Series
B Preferred Stock, as applicable, by each of the current members of the Board of Directors, by each of the executive officers named
in the “Summary Compensation Table” above and by all current directors and executive officers as a group. Beneficial
ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of a director living in such
person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the director or
executive officer can vest title in himself or herself at once or at some future time. All of the directors and executive officers
receive mail at the Company’s principal executive office at 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060.



|                                       |  | Common Stock                 |         |      | Series
    B Preferred Stock |                         
|-------------------------------------- |  | ---------------------------- | ------- | ---- | ---------------------------- | ------------------------
|                                       |  | Amount and Nature of         |         |      |                              |                         
|Name                                   |  | Beneficial
    Ownership (1) |         |      |                              | Percent
    of Class (2)
|Directors:                             |  |                              |         |      |                              |                         
|John F. Biagas                         |  |                              | 54,712  | (3)  |                              |                         
|W. Rand Cook                           |  |                              | 22,008  | (4)  |                              |                         
|William G. Cox                         |  |                              | 21,592  | (5)  |                              |                         
|Michael E. Fiore, P.E.                 |  |                              | 13,041  |      |                              |                         
|F. L. Garrett, III                     |  |                              | 33,219  | (6)  |                              |                         
|Boris M. Gutin                         |  |                              | 21,577  | (7)  |                              |                         
|Ira C. Harris, Ph.D., CPA              |  |                              | 10,511  | (8)  |                              |                         
|Eric A. Johnson                        |  |                              | 36,955  | (9)  |                              |                         
|W. Leslie Kilduff, Jr.                 |  |                              | 53,038  | (10) |                              |                         
|Joe A. Shearin                         |  |                              | 102,646 | (11) |                              |                         
|Leslie E. Taylor, CPA                  |  |                              | 12,131  | (12) |                              |                         
|Jay T. Thompson, III                   |  |                              | 65,236  | (13) |                              |                         
|                                       |  |                              |         |      |                              |                         
|Non-Director Named Executive Officers: |  |                              |         |      |                              |                         
|Mark C. Hanna                          |  |                              | 14,247  | (14) |                              |                         
|J. Adam Sothen                         |  |                              | 24,972  | (15) |                              |                         
|Douglas R. Taylor                      |  |                              | 23,499  | (16) |                              |                         
|James S. Thomas                        |  |                              | 28,094  | (17) |                              |                         
|                                       |  |                              |         |      |                              |                         
|All directors and executive            |  |                              |         |      |                              |                         
|officers as a group (19 persons)       |  |                              | 572,678 | (18) |                              |                         



| | * | Percentage of ownership is less than 1.0% of the outstanding
shares of common stock of the Company.
| | - | ---------------------------------------------------------------------------------------------------



34







| | (1) | Under the rules of the SEC, a person is deemed to be the
beneficial owner of a security if that person, directly or indirectly, has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security. Accordingly more than one person may be deemed
to be a beneficial owner of the same securities. A person is deemed to be a beneficial owner of any securities if that person
has the right to acquire beneficial ownership within 60 days of the relevant date. Unless otherwise indicated by footnote, the
named individuals have the sole power to vote and sole power to dispose of the shares of stock reported in this table.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on 13,116,600 shares of common stock issued and outstanding
on March 24, 2017.
| | --- | ------------------------------------------------------------------------------------



| | (3) | Includes 6,521 shares of common stock owned jointly by
Mr. Biagas and his wife.
| | --- | -------------------------------------------------------------------------------



| | (4) | Includes (i) 17,050 shares of common stock jointly owned
by Mr. Cook and his wife and (ii) 273 shares of common stock held in an IRA for the benefit of Mr. Cook.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes (i) 2,993 shares of common stock held in an IRA
for the benefit of Mr. Cox, (ii) 3,316 shares of common stock held in an IRA for the benefit of Mr. Cox’s wife, for which
Mr. Cox disclaims beneficial ownership and (iii) 1,533 shares of common stock registered in the name of Mr. Cox’s wife,
for which Mr. Cox disclaims beneficial ownership.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes (i) 2,810 shares of common stock held in an IRA
for the benefit of Mr. Garrett, (ii) 1,760 shares of common stock held in an IRA for the benefit of Mr. Garrett’s wife,
for which Mr. Garrett disclaims beneficial ownership, (iii) 100 shares of common stock owned jointly by Mr. Garrett and his wife
and (iv) 8,844 shares of common stock registered in the name of Mr. Garrett’s wife, for which Mr. Garrett disclaims beneficial
ownership.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Mr. Gutin does not have or share voting power or investment
power with regard to 1,122,756 shares of common stock and 1,191,522 shares of Series B Preferred Stock directly owned by GCP,
an affiliate of GCP Capital of which Mr. Gutin serves as a managing director.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 431 shares of common stock owned jointly by Mr.
Harris and his wife.
| | --- | -----------------------------------------------------------------------------



| | (9) | Includes 15,243 shares of common stock held in an IRA for
the benefit of Mr. Johnson.
| | --- | -------------------------------------------------------------------------------------



| | (10) | Mr. Kilduff pledged 4,350 shares of common stock as collateral.
| | ---- | ---------------------------------------------------------------



| | (11) | Includes (i) 5,507 shares of common stock held in an IRA
for the benefit of Mr. Shearin and (ii) 60,700 shares of restricted stock subject to time-based or performance-based vesting restrictions
over which Mr. Shearin has no investment power until such shares vest.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Includes 1,099 shares of common stock owned jointly by
Mr. Taylor and his wife.
| | ---- | -------------------------------------------------------------------------------



| | (13) | Includes (i) 1,168 shares of common stock registered in
the name of Mr. Thompson’s wife, for which Mr. Thompson disclaims beneficial ownership and (ii) 6,423 shares of common stock
owned jointly by Mr. Thompson and his wife.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | Includes 5,000 shares of restricted stock subject to time-based
or performance-based vesting restrictions over which Mr. Hanna has no investment power until such shares vest.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (15) | Includes 16,300 shares of restricted stock subject to time-based
or performance-based vesting restrictions over which Mr. Sothen has no investment power until such shares vest.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (16) | Includes 16,300 shares of restricted stock subject to time-based
or performance-based vesting restrictions over which Mr. Taylor has no investment power until such shares vest.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (17) | Includes 16,300 shares of restricted stock subject to time-based
or performance-based vesting restrictions over which Mr. Thomas has no investment power until such shares vest.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (18) | Includes shares of common stock (including 35,200 shares
of restricted stock subject to time-based or performance-based vesting restrictions over which the executive officers have no
investment power until such shares vest) held by Executive Vice President and Chief Banking Officer of the Bank, Bruce T. Brockwell,
Executive Vice President and Chief Operations Officer of the Bank, Dianna B. Emery and Executive Vice President and Chief Channel
Distribution Officer of the Bank, Ann-Cabell Williams.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (19) | Based on 5,240,192 shares of Series B Preferred Stock issued
and outstanding on March 24, 2017.
| | ---- | -----------------------------------------------------------------------------------------------



35







Change
of Control



The Pending Merger, if consummated, will constitute a change
of control of the Company.



Securities Authorized for Issuance Under Equity Compensation
Plans



The following table summarizes information, as of December 31,
2016, relating to shares of the Company’s common stock that may be issued under our 2003 Plan and our 2016 Equity Compensation
Plan, which are the only compensation plans under which equity securities are authorized for issuance.



|                              |  |                            |        |  |                      |   |       | (c)                      | 
|----------------------------- |  | -------------------------- | ------ |  | -------------------- | - | ----- | ------------------------ | 
|                              |  |                            |        |  |                      |   |       | Number of Securities     | 
|                              |  |                            |        |  |                      |   |       | Remaining Available      | 
|                              |  | (a)                        |        |  | (b)                  |   |       | for Future Issuance      | 
|                              |  | Number of Securities to Be |        |  | Weighted Average     |   |       | Under Equity             | 
|                              |  | Issued upon Exercise of    |        |  | Exercise Price of    |   |       | Compensation Plans       | 
|                              |  | Outstanding Options,       |        |  | Outstanding Options, |   |       | (excluding securities    | 
|Plan Category                 |  | Warrants and Rights        |        |  | Warrants and Rights  |   |       | reflected in column (a)) | 
|Equity Compensation Plans     |  |                            |        |  |                      |   |       |                          | 
|Approved by Shareholders:     |  |                            |        |  |                      |   |       |                          | 
|2003 Stock Incentive Plan (1) |  |                            | 36,500 |  |                      | $ | 15.81 |                          | 
|2016 Equity Compensation Plan |  |                            | -      |  |                      |   | -     |                          | 
|Equity Compensation Plans Not |  |                            |        |  |                      |   |       |                          | 
|Approved by Shareholders (2)  |  |                            | -      |  |                      |   | -     |                          | 
|Total                         |  |                            | 36,500 |  |                      | $ | 15.81 |                          | 



| | (1) | The 2003 Plan, amending and restating the 2000 Stock Option
Plan, expired on April 17, 2013, and no further awards may be granted under the 2003 Plan. Certain awards previously granted under
the 2003 Plan that were outstanding as of April 17, 2013 remain outstanding in accordance with their terms.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The Company does not have any equity compensation plans
that have not been approved by shareholders.
| | --- | ----------------------------------------------------------------------------------------------------





| | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
| | -------- | -------------------------------------------------------------------------



INFORMATION REGARDING BOARD OF DIRECTORS
AND COMMITTEES

AND CORPORATE GOVERNANCE



Audit and Risk Oversight Committee.  For a
description of the Audit and Risk Oversight Committee, please see Item 10 of this Amendment, which description is incorporated
herein by reference.



Compensation Committee.  The Compensation Committee
is a joint committee of the Boards of Directors of the Company and the Bank (referred to in this Amendment as the “Compensation
Committee”). Each of the Committee’s members must serve as a director of both the Company and the Bank and is jointly
appointed by the Boards of the Company and the Bank.



The Compensation Committee consists of Eric A. Johnson (Chairman),
John F. Biagas, W. Rand Cook, F. L. Garrett, III, Boris M. Gutin and Ira C. Harris, Ph.D., CPA, all of whom are members of the
Company’s Board of Directors and meet the independence requirements of NASDAQ. The same individuals served on the Compensation
Committee during 2016. The Compensation Committee establishes the compensation to be paid to the executive officers, with the exception
of the Company’s Chief Executive Officer for whom the Compensation Committee recommends compensation to be approved by the
Company’s Board of Directors. The Compensation Committee (or authorized subcommittee) also administers all incentive and
stock plans for the benefit of such officers and directors eligible to participate in such plans. The Committee met four times
in 2016. The Compensation Committee operates under a Joint Charter adopted by the Company and Bank Boards. The Committee Charter
is available to any shareholder upon request to the Corporate Secretary at Eastern Virginia Bankshares, Inc. at 10900 Nuckols Road,
Suite 325, Glen Allen, Virginia 23060 and is available on the Company’s web page at www.evb.org under “Investor
Relations — Governance Documents.” For additional information, see “Executive Compensation” in
Item 11 of this Amendment.



36







Nominating and Corporate Governance Committee.  The
Nominating and Corporate Governance Committee consists of four directors, Michael E. Fiore, P.E. (Chairman), W. Rand Cook, William
G. Cox and Jay T. Thompson, III, all of whom meet the independence requirements of NASDAQ. The same individuals served on the Nominating
and Corporate Governance Committee during 2016, with the exception that Mr. Lewis, who also met the independence and eligibility
requirements of NASDAQ and the SEC, also served on the Nominating and Corporate Governance Committee until his term expired at
the 2016 Annual Meeting. The Committee met two times in 2016. The Committee operates under a Charter adopted by the Board. The
Committee Charter is available to any shareholder upon request to the Corporate Secretary at Eastern Virginia Bankshares, Inc.
at 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060 and is available on the Company’s web page at www.evb.org
under “Investor Relations — Governance Documents.”



Independence of the Directors



With the assistance of the Nominating and Corporate Governance
Committee, the Board of Directors conducts an annual evaluation of the independence of each director, as independence is defined
by the NASDAQ listing standards and the SEC. The Board has determined that all currently-serving non-employee directors (that is,
all directors other than Mr. Shearin), who comprise a majority of the Company’s Board, satisfy the independence requirements
as defined by the NASDAQ listing standards. In addition, the Board determined that Mr. Lewis satisfied the independence requirements
as defined by the NASDAQ listing standards at all times during 2016 before his term expired at the 2016 Annual Meeting. In reaching
these conclusions, the Board considered that the Company and the Bank provide services to, have relationships with, and otherwise
conduct business with, companies of which certain members of the Board or members of their immediate families are or were directors,
officers or managers.



Based on its evaluation, the Board of Directors concluded that
none of our non-employee directors, or their immediate family members, employers or other associated parties, are engaged in relationships
with us that would jeopardize their independence as defined by the NASDAQ listing standards. In addition to the transactions discussed
under the heading “Certain Relationships and Related Transactions” below, the Board considered the following transactions
between us and certain of our directors or their affiliates to determine whether such director was independent:



| | 1. | we obtained some degree of legal services from William L. Lewis, PC, of which Mr. Lewis was the managing partner;
| | -- | -----------------------------------------------------------------------------------------------------------------

| | 2. | we obtain some degree of legal services from W. Leslie Kilduff, Jr., PLC, of which Mr. Kilduff is the managing partner;
| | -- | -----------------------------------------------------------------------------------------------------------------------

| | 3. | we obtain some degree of real estate services from Mason Realty, of which Mr. Johnson is a broker; and
| | -- | ------------------------------------------------------------------------------------------------------

| | 4. | we obtain some degree of real estate services from Long and Foster Real Estate, of which Mr. Garrett is a realtor.
| | -- | ------------------------------------------------------------------------------------------------------------------



Certain Relationships and Related Transactions



Some of the directors and officers of the Company are at present,
as in the past, customers of the Bank, and the Bank has had, and expects to have in the future, banking transactions in the ordinary
course of its business with directors, officers, principal shareholders and their associates. These transactions have been, and
in the future will be made, on substantially the same terms, including interest rates on deposits and interest rates and collateral
on loans, as those prevailing at the same time for comparable transactions with parties not related to the Company or the Bank.
These transactions do not involve more than the normal risk of collectability or present other unfavorable features. Loans to related
parties are approved by the Bank’s Board with the related party (or any director with a material interest in the related
party) not present. The aggregate balance of loans to directors and executive officers of the Company and Bank totaled $10.5 million
at December 31, 2016, or 8.0% of the Company’s equity capital at that date.



37







Resource International, LTD (“Resource”), of which
Mr. Fiore is President and co-owner, and Kings Charter Properties, LLC (“Kings Charter”), of which Mr. Fiore is a member,
have loans currently outstanding with the Bank that, at December 31, 2016 were classified as “substandard.” With respect
to the three loans by the Bank to Resource, these loans had an aggregate outstanding principal balance of $1.6 million at December
31, 2016, and the Bank collected interest payments on these loans of $93 thousand and principal payments of $280 thousand during
2016. The largest aggregate principal amount outstanding since January 1, 2016 was $1.6 million. With respect to the one loan by
the Bank to Kings Charter, this loan had an aggregate outstanding principal balance of $1.4 million at December 31, 2016, and the
Bank collected interest payments on this loan of $72 thousand and principal payments of $83 thousand during 2016. The largest aggregate
principal amount outstanding since January 1, 2016 was $1.5 million. These loans to Resource and Kings Charter have not experienced
delinquencies in principal or interest payments. However, the Bank had classified these loans as “substandard” under
its loan classification system based on the financial condition of Resource and Kings Charter. Mr. Fiore, Resource and Kings Charter
continue to work with the Company and the Bank to ensure that these loans remain current.



For additional information about other transactions between
the Company or the Bank and directors or entities in which a director has an interest, please see “Independence of the Directors”
beginning on page 37 of this Amendment.



There were no other transactions since the beginning of 2016
between the Company’s directors or officers and the Company or the Bank, nor are there any proposed transactions in which
the amount involved exceeds $120,000.



Additionally, there are no legal proceedings to which any director,
officer or principal shareholder, or any affiliate thereof is a party that are adverse to the Company or any of its subsidiaries
or involve a material interest adverse to the Company or any of its subsidiaries.



The Board of Directors and the Company are committed to maintaining
the highest legal and ethical conduct while fulfilling their responsibilities, and recognize that certain related party transactions
can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other
than the best interests of the Company and its shareholders. Accordingly, as a general matter, it is the Company’s preference
to avoid related party transactions. Nevertheless, the Company recognizes that there are situations where related party transactions
may be in, or may not be inconsistent with, the best interests of the Company and its shareholders, including but not limited to
situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not
readily available from alternative sources or when the Company provides products or services to Related Parties on an arm’s
length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees
generally.



“Related Parties” include directors, executive officers,
shareholders known to own 5% or more of the Company’s voting stock, immediate family members of these persons, or any entity
owned or controlled by these persons.



To the extent required under SEC rules, any transactions with
a related party exceeding $120,000 that are determined to be directly or indirectly material to the related party are disclosed
in the Company’s proxy statements. While the Company has not adopted a stand-alone written policy with respect to the review,
approval and ratification of transactions with related parties, pursuant to the Company’s Corporate Governance Guidelines,
the Audit and Risk Oversight Committee reviews any related party transaction, except for extensions of credit, which are reviewed
and approved by the Bank Board pursuant to the Bank’s written procedures for loans to insiders under Regulation O. Any member
of the Audit and Risk Oversight Committee or Bank Board who is a Related Party with respect to a transaction under review by the
Committee does not participate in the deliberations or vote on such transaction.



38







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



Fees of Independent Registered Public Accounting Firm



The following table presents the fees billed for professional
audit services rendered by Yount, Hyde & Barbour, P.C. for the audit of the Company’s annual financial statements for
the years ended December 31, 2016 and 2015, and fees billed for other services rendered by Yount, Hyde & Barbour, P.C. during
those periods.



Independent
Public Accountants’ Fees



|               |  | 2016 |         |  | 2015       | 
|-------------- |  | ---- | ------- |  | ---------- | 
|               |  | Fees |         |  | Percentage | 
|Audit fees (1) |  | $    | 172,000 |  |            | 
|Tax fees(2)    |  |      | 11,830  |  |            | 
|               |  | $    | 183,830 |  |            | 



| | (1) | Audit fees consist of fees paid for audit and review services
and consents. This includes reviews of documents filed with the SEC, including, in 2016, the filing of Forms S-3 and S-8 and in
2015, the filing of Forms S-3, S-4 and S-4/A. Fees also include attestation regarding the adequacy of internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Tax fees consist of fees paid for preparation of federal
and state income tax returns, and consultation regarding tax compliance issues.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



Pre-Approved Services



All of the audit services and non-audit services that were rendered
by Yount, Hyde & Barbour, P.C. were pre-approved by the Audit and Risk Oversight Committee, which concluded that the provision
of such services by Yount, Hyde & Barbour, P.C. was compatible with the maintenance of that firm’s independence in the
conduct of their auditing functions. Although the Audit and Risk Oversight Committee does not maintain a formal policy for the
pre-approval of audit and non-audit services, the Audit and Risk Oversight Committee generally pre-approves such services as part
of the committee’s approval of the scope of the engagement of the independent registered public accountant. If any non-audit
services are desired that were not so pre-approved, the Audit and Risk Oversight Committee generally pre-approves these services
as necessary on a case-by-case basis.



39







PART IV



Item 15. Exhibits, Financial Statement Schedules



(a)(1) The response to this portion of Item 15 was previously
filed with the Original 10-K Filing on March 15, 2017.



(a)(2) The response to this portion of Item 15 was previously
filed with the Original 10-K Filing on March 15, 2017.



(a)(3) Exhibits



The following exhibits are filed as part of this Amendment and
this list includes the Exhibit Index.



Exhibit

Number



| | 2.1 | Agreement and Plan of Reorganization, dated as of May 29,
2014, among Eastern Virginia Bankshares, Inc., EVB and Virginia Company Bank (incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed May 30, 2014).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.2 | Agreement and Plan of Merger, dated as of December 13,
2016, between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated by reference to
Exhibit 2.2 to the Company’s Current Report on Form 8-K filed December 14, 2016).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.2.1 | Amendment to Agreement and Plan of Merger, dated as of
March 8, 2017, by and between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 9, 2017).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1 | Amended and Restated Articles of Incorporation of Eastern
Virginia Bankshares, Inc., effective December 29, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Annual
Report on Form 10-K filed March 10, 2009).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1.1 | Articles of Amendment to the Articles of Incorporation
of Eastern Virginia Bankshares, Inc., effective January 6, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed January 13, 2009).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1.2 | Articles of Amendment to the Articles of Incorporation
of Eastern Virginia Bankshares, Inc., effective June
| | ----- | -----------------------------------------------------------------------------------------------------------



| | 10, | 2013 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed June 14, 2013).
| | --- | ----------------------------------------------------------------------------------------------------------------



| | 3.2 | Bylaws of Eastern Virginia Bankshares, Inc., as amended
June 4, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 14, 2013).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.3 | Indenture, dated April 22, 2015, by and between Eastern
Virginia Bankshares, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s
Current Report on Form 8-K filed April 24, 2015).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.4 | Forms of 6.50% Subordinated Note due 2025 (included as
Exhibit A-1 and Exhibit A-2 in Exhibit 4.3 filed with, and incorporated herein by reference to, the Company’s Current Report
on Form 8-K filed April 24, 2015).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Certain instruments relating to long-term debt as to which the
total amount of securities authorized there under does not exceed 10% of the total assets of Eastern Virginia Bankshares, Inc.
have been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K. The registrant will furnish a copy of any such instrument
to the Securities and Exchange Commission upon its request.



40







| | 10.1 | Eastern Virginia Bankshares, Inc. 2003 Stock Incentive
Plan (incorporated by reference to Exhibit A to the Company’s 2003 Proxy Statement filed March 24, 2003).*
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.2 | Eastern Virginia Bankshares, Inc. 2007 Equity Compensation
Plan (incorporated by reference to Exhibit A to the Company’s 2007 Proxy Statement filed March 21, 2007.*
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Amended and Restated Employment Agreement dated as of January
1, 2008 between Eastern Virginia Bankshares, Inc. and Joe A. Shearin (incorporated by reference to Exhibit 10.3 to the Company’s
Annual Report on Form 10-K filed March 10, 2009).*
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3.1 | Amendment to Amended and Restated Employment Agreement,
dated as of March 19, 2015 between Eastern Virginia Bankshares, Inc. and Joe A. Shearin (incorporated by reference to Exhibit
10.3.1 to the Company’s Current Report on Form 8-K filed March 23, 2015).*
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.6 | Amended and Restated Employment Agreement dated as of January
10, 2008, between Eastern Virginia Bankshares, Inc. and James S. Thomas (incorporated by reference to Exhibit 10.6 to the Company’s
Annual Report on Form 10-K filed March 10, 2009).*
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.10 | Form of TARP-compliant Restricted Stock Agreement under
Eastern Virginia Bankshares, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current
Report on Form 8-K filed November 19, 2010).*
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.13 | Form of TARP-compliant Restricted Stock Agreement under
Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (incorporated by reference to Exhibit 10.13 to the Company’s
Current Report on Form 8-K filed July 6, 2012).*
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.14 | Securities Purchase Agreement, dated as of March 26, 2013,
between Eastern Virginia Bankshares, Inc. and Castle Creek Capital Partners IV, LP (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed March 28, 2013).
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.15 | Securities Purchase Agreement, dated as of March 26, 2013,
between Eastern Virginia Bankshares, Inc. and GCP III EVB LLC (incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed March 28, 2013).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.16 | Form of Securities Purchase Agreement between Eastern Virginia
Bankshares, Inc. and certain institutional investors (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed March 28, 2013).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.18 | Base salaries for executive officers of Eastern Virginia
Bankshares, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed May 10,
2016).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.19 | Non-employee directors’ annual compensation for Eastern
Virginia Bankshares, Inc. (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed
August 9, 2016).*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.20 | Form of Time-Based and Performance-Based Restricted Stock
Agreement under Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 to
the Company’s Current Report on Form 8-K filed October 16, 2014).*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.21 | Eastern Virginia Bankshares, Inc. Supplemental Executive
Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report
on Form 10-Q filed May 16, 2011).*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.21.1 | First Amendment to Eastern Virginia Bankshares, Inc. Supplemental
Executive Retirement Plan, effective as of November 20, 2014 (incorporated by reference to Exhibit 10.21.1 to the Company’s
Annual Report on Form 10-K filed March 31, 2015).*
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



41







| | 10.22 | Employment Agreement, effective November 20, 2014, between
Eastern Virginia Bankshares, Inc. and Mark C. Hanna (incorporated by reference to Exhibit 10.22 to the Company’s Annual
Report on Form 10-K filed March 31, 2015).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.23 | Form of Split Dollar Insurance Agreement between EVB and
each of the executive officers of the Company (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report
on Form 10-K filed March 31, 2015).*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.24 | Eastern Virginia Bankshares, Inc. Executive Severance Plan
(incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed March 23, 2015).*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.25 | Description of Annual Bonus Plan for Key Executives.ǂ*
| | ----- | ------------------------------------------------------



| | 10.26 | Subordinated Note Purchase Agreement, dated April 22, 2015,
by and among Eastern Virginia Bankshares, Inc. and the purchasers identified therein (incorporated by reference to Exhibit 10.26
to the Company’s Current Report on Form 8-K filed April 24, 2015).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.27 | Registration Rights Agreement, dated April 22, 2015, by
and among Eastern Virginia Bankshares, Inc. and the purchasers identified therein (incorporated by reference to Exhibit 10.27
to the Company’s Current Report on Form 8-K filed April 24, 2015).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.28 | Eastern Virginia Bankshares, Inc. 2016 Equity Compensation
Plan (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed May 24, 2016).*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.29 | Form of Time-Based and Performance-Based Restricted Stock
Agreement under Eastern Virginia Bankshares, Inc. 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.29 to
the Company’s Current Report on Form 8-K filed November 21, 2016).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 21.1 | Subsidiaries of Eastern Virginia Bankshares, Inc.ǂ
| | ---- | --------------------------------------------------



| | 23.1 | Consent of Yount, Hyde & Barbour, P.C.ǂ
| | ---- | ---------------------------------------



| | 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer.ǂ
| | ---- | ---------------------------------------------------------



| | 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer.ǂ
| | ---- | ---------------------------------------------------------



| | 31.3 | Rule 13a-14(a) Certification of Chief Executive Officer.#
| | ---- | ---------------------------------------------------------



| | 31.4 | Rule 13a-14(a) Certification of Chief Financial Officer.#
| | ---- | ---------------------------------------------------------



| | 32.1 | Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350.ǂ
| | ---- | -----------------------------------------------------------------------------



| | 32.2 | Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350.ǂ
| | ---- | -----------------------------------------------------------------------------



| | 101 | The following materials from Eastern Virginia Bankshares,
Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language),
furnished herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of
Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and
(vi) Notes to Consolidated Financial Statements.ǂ
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



* Management contract or compensatory plan or arrangement.



# Filed herewith.



ǂ Incorporated by reference to the corresponding exhibit
to the Original 10-K Filing.



(b) Exhibits – See exhibit index included
in Item 15(a)(3) above.



(c) Financial Statement Schedules –
See Item 15(a)(2) above.



42







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.



EASTERN VIRGINIA BANKSHARES, INC.

(Registrant)



|By: | /s/ Joe A. Shearin                    | Date: | May 1, 2017
|--- | ------------------------------------- | ----- | -----------
|    | Joe A. Shearin                        |       |            
|    | President and Chief Executive Officer |       |            
|    | (Principal Executive Officer)         |       |            



43







Exhibit Index



Exhibit

Number



| | 2.1 | Agreement and Plan of Reorganization, dated as of May 29,
2014, among Eastern Virginia Bankshares, Inc., EVB and Virginia Company Bank (incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed May 30, 2014).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.2 | Agreement and Plan of Merger, dated as of December 13,
2016, between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated by reference to
Exhibit 2.2 to the Company’s Current Report on Form 8-K filed December 14, 2016).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.2.1 | Amendment to Agreement and Plan of Merger, dated as of
March 8, 2017, by and between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 9, 2017).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1 | Amended and Restated Articles of Incorporation of Eastern
Virginia Bankshares, Inc., effective December 29, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Annual
Report on Form 10-K filed March 10, 2009).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1.1 | Articles of Amendment to the Articles of Incorporation
of Eastern Virginia Bankshares, Inc., effective January 6, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed January 13, 2009).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.1.2 | Articles of Amendment to the Articles of Incorporation
of Eastern Virginia Bankshares, Inc., effective June 10, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed June 14, 2013).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.2 | Bylaws of Eastern Virginia Bankshares, Inc., as amended
June 4, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 14, 2013).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.3 | Indenture, dated April 22, 2015, by and between Eastern
Virginia Bankshares, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s
Current Report on Form 8-K filed April 24, 2015).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4.4 | Forms of 6.50% Subordinated Note due 2025 (included as
Exhibit A-1 and Exhibit A-2 in Exhibit 4.3 filed with, and incorporated herein by reference to, the Company’s Current Report
on Form 8-K filed April 24, 2015).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Certain instruments relating to long-term debt as to which the
total amount of securities authorized there under does not exceed 10% of the total assets of Eastern Virginia Bankshares, Inc.
have been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K. The registrant will furnish a copy of any such instrument
to the Securities and Exchange Commission upon its request.



| | 10.1 | Eastern Virginia Bankshares, Inc. 2003 Stock Incentive
Plan (incorporated by reference to Exhibit A to the Company’s 2003 Proxy Statement filed March 24, 2003).*
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.2 | Eastern Virginia Bankshares, Inc. 2007 Equity Compensation
Plan (incorporated by reference to Exhibit A to the Company’s 2007 Proxy Statement filed March 21, 2007.*
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.3 | Amended and Restated Employment Agreement dated as of January
1, 2008 between Eastern Virginia Bankshares, Inc. and Joe A. Shearin (incorporated by reference to Exhibit 10.3 to the Company’s
Annual Report on Form 10-K filed March 10, 2009).*
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



44







| | 10.3.1 | Amendment to Amended and Restated Employment Agreement,
dated as of March 19, 2015 between Eastern Virginia Bankshares, Inc. and Joe A. Shearin (incorporated by reference to Exhibit
10.3.1 to the Company’s Current Report on Form 8-K filed March 23, 2015).*
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.6 | Amended and Restated Employment Agreement dated as of January
10, 2008, between Eastern Virginia Bankshares, Inc. and James S. Thomas (incorporated by reference to Exhibit 10.6 to the Company’s
Annual Report on Form 10-K filed March 10, 2009).*
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.10 | Form of TARP-compliant Restricted Stock Agreement under
Eastern Virginia Bankshares, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current
Report on Form 8-K filed November 19, 2010).*
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.13 | Form of TARP-compliant Restricted Stock Agreement under
Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (incorporated by reference to Exhibit 10.13 to the Company’s
Current Report on Form 8-K filed July 6, 2012).*
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.14 | Securities Purchase Agreement, dated as of March 26, 2013,
between Eastern Virginia Bankshares, Inc. and Castle Creek Capital Partners IV, LP (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed March 28, 2013).
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.15 | Securities Purchase Agreement, dated as of March 26, 2013,
between Eastern Virginia Bankshares, Inc. and GCP III EVB LLC (incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed March 28, 2013).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.16 | Form of Securities Purchase Agreement between Eastern Virginia
Bankshares, Inc. and certain institutional investors (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed March 28, 2013).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.18 | Base salaries for executive officers of Eastern Virginia
Bankshares, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed May 10,
2016).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.19 | Non-employee directors’ annual compensation for Eastern
Virginia Bankshares, Inc. (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed
August 9, 2016).*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.20 | Form of Time-Based and Performance-Based Restricted Stock
Agreement under Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 to
the Company’s Current Report on Form 8-K filed October 16, 2014).*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.21 | Eastern Virginia Bankshares, Inc. Supplemental Executive
Retirement Plan, effective January 1, 2008 (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report
on Form 10-Q filed May 16, 2011).*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.21.1 | First Amendment to Eastern Virginia Bankshares, Inc. Supplemental
Executive Retirement Plan, effective as of November 20, 2014 (incorporated by reference to Exhibit 10.21.1 to the Company’s
Annual Report on Form 10-K filed March 31, 2015).*
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.22 | Employment Agreement, effective November 20, 2014, between
Eastern Virginia Bankshares, Inc. and Mark C. Hanna (incorporated by reference to Exhibit 10.22 to the Company’s Annual
Report on Form 10-K filed March 31, 2015).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.23 | Form of Split Dollar Insurance Agreement between EVB and
each of the executive officers of the Company (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report
on Form 10-K filed March 31, 2015).*
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.24 | Eastern Virginia Bankshares, Inc. Executive Severance Plan
(incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed March 23, 2015).*
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.25 | Description of Annual Bonus Plan for Key Executives.ǂ*
| | ----- | ------------------------------------------------------



45







| | 10.26 | Subordinated Note Purchase Agreement, dated April 22, 2015,
by and among Eastern Virginia Bankshares, Inc. and the purchasers identified therein (incorporated by reference to Exhibit 10.26
to the Company’s Current Report on Form 8-K filed April 24, 2015).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.27 | Registration Rights Agreement, dated April 22, 2015, by
and among Eastern Virginia Bankshares, Inc. and the purchasers identified therein (incorporated by reference to Exhibit 10.27
to the Company’s Current Report on Form 8-K filed April 24, 2015).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.28 | Eastern Virginia Bankshares, Inc. 2016 Equity Compensation
Plan (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed May 24, 2016).*
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10.29 | Form of Time-Based and Performance-Based Restricted Stock
Agreement under Eastern Virginia Bankshares, Inc. 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.29 to
the Company’s Current Report on Form 8-K filed November 21, 2016).*
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 21.1 | Subsidiaries of Eastern Virginia Bankshares, Inc.ǂ
| | ---- | --------------------------------------------------



| | 23.1 | Consent of Yount, Hyde & Barbour, P.C.ǂ
| | ---- | ---------------------------------------



| | 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer.ǂ
| | ---- | ---------------------------------------------------------



| | 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer.ǂ
| | ---- | ---------------------------------------------------------



| | 31.3 | Rule 13a-14(a) Certification of Chief Executive Officer.#
| | ---- | ---------------------------------------------------------



| | 31.4 | Rule 13a-14(a) Certification of Chief Financial Officer.#
| | ---- | ---------------------------------------------------------



| | 32.1 | Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350.ǂ
| | ---- | -----------------------------------------------------------------------------



| | 32.2 | Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350.ǂ
| | ---- | -----------------------------------------------------------------------------



| | 101 | The following materials from Eastern Virginia Bankshares,
Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language),
furnished herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of
Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and
(vi) Notes to Consolidated Financial Statements.ǂ
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



* Management contract or compensatory plan or arrangement.



# Filed herewith.



ǂ Incorporated by reference to the corresponding exhibit
to the Original 10-K Filing.



46