Exhibit 10.AI



 Exhibit 10(ai) 
  
 FIRST VIRGINIA BANKS, INC. 
 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN 







 FIRST VIRGINIA BANKS, INC. 
 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN 
  
 TABLE OF CONTENTS 
  

			
	 	  	Page No.


	 ARTICLE I.
	  	 
	 Purpose of the Plan - Effective Date
	  	 
	 Section 1.01 - Purpose
	  	1
	 Section 1.02 - Effective Date
	  	1
	 ARTICLE II.
	  	 
	 Definitions
	  	 
	 Section 2.01 - Beneficiary
	  	1
	 Section 2.02 - Board of Directors
	  	1
	 Section 2.03 - Committee
	  	1
	 Section 2.04 - Corporation
	  	1
	 Section 2.05 - Deferred Compensation Agreement
	  	2
	 Section 2.06 - Director
	  	2
	 Section 2.07 - Director’s Fees
	  	2
	 Section 2.08 - Employee
	  	2
	 Section 2.09 - Insurance Company
	  	2
	 Section 2.10 - Officer
	  	2
	 Section 2.11 - Participant
	  	2
	 Section 2.12 - Plan
	  	2
	 Section 2.13 - Plan Year
	  	3
	 Section 2.14 - Policy
	  	3
	 Section 2.15 - Reduction Period
	  	3
	 ARTICLE III.
	  	 
	 Administration
	  	 
	 Section 3.01 - Administration
	  	3
	 ARTICLE IV.
	  	 
	 Eligibility
	  	 
	 Section 4.01 - Eligibility
	  	4
	 ARTICLE V.
	  	 
	 Participation and Deferral
	  	 
	 Section 5.01 - Participation
	  	4
	 Section 5.02 - Deferral of Director’s Fees
	  	5
	 ARTICLE VI.
	  	 
	 Benefits
	  	 
	 Section 6.01 - Deferred Compensation Benefits
	  	5
	 Section 6.02 - Survivor Benefits Before Payments Begin Under the Plan
	  	6









			
	 Section 6.03 - Survivor Benefits After Payments Begin Under This Plan
	  	6
	 Section 6.04 - Change in Control
	  	6
	 ARTICLE VII.
	  	 
	 Termination of Participation
	  	 
	 Section 7.01 - Termination of Participation
	  	7
	 ARTICLE VII.
	  	 
	 Discretionary Purchase of Policies
	  	 
	 Section 8.01 - Discretionary Purchase of Policies
	  	7
	 Section 8.02 - Interest of Participant
	  	7
	 ARTICLE VIII.
	  	 
	 Termination and Amendment
	  	 
	 Section 8.01 - Termination and Amendment
	  	7
	 ARTICLE IX.
	  	 
	 Miscellaneous Provisions
	  	 
	 Section 9.01 - Nonalienation of Benefits
	  	8
	 Section 9.02 - Withholding
	  	8
	 Section 9.03 - Gender and Number
	  	8
	 Section 9.04 - Titles and Headings
	  	8
	 Section 9.05 - Governing Law
	  	8
	 Section 9.06 - Separability Clause
	  	8








 FIRST VIRGINIA BANKS, INC. 
  
 1986 DIRECTORS’ DEFERRED COMPENSATION PLAN 
 (As Amended and Restated on September 26, 1990) 
  
 PURPOSE OF THE PLAN - EFFECTIVE DATE 
  
 Purpose 
  
 The purpose of this Plan is to provide each eligible Director of First Virginia Banks, Inc. with the opportunity to receive deferred compensation and to provide for the payment of survivor benefits in the event of his
death. An additional purpose is to establish a method of paying Director’s compensation that will aid First Virginia Banks, Inc. in continuing to attract and retain as members of their Board of Directors persons whose abilities, experience and
judgment can contribute to the continued progress of First Virginia Banks, Inc. 
  
 Section 1.02 - Effective Date 
  
 This Plan shall
be effective January 1, 1986. 
  
 DEFINITIONS

  
 Beneficiary 
  
 Shall mean either the Primary Beneficiary or the Secondary Beneficiary as
those terms are defined herein. 
  
 Board of Directors 
  
 Shall mean the Board of Directors of the Corporation, sometimes referred to
as the Board. 
  
 Committee 
  
 Shall mean the Executive Committee of the Board. 
  
 Corporation 
  
 Shall mean First Virginia Banks, Inc. and its successors and assigns.








 Deferred Compensation Agreement 
  
 Shall mean a written agreement between a Participant and the Corporation,
pursuant to which a Participant agrees to a deferral of his Director’s Fees and the Corporation agrees to pay deferred compensation (or a survivor benefit) in accordance with the terms of the Plan and the agreement. 
  
 Director 
  
 Shall mean a regular bylaw member of the Board or a regular member of the
Senior Advisory Board of the Corporation. 
  
 Director’s Fees 
  
 Shall mean any compensation,
whether for Board meetings, committee meetings or otherwise, earned for services rendered to the Corporation by a Director in any capacity as an individual during a particular Plan Year in which he is a Participant, but includes only compensation
earned during those Plan Years designated in his Deferred Compensation Agreement. 
  
 Employee 
  
 Shall mean an individual who is employed by the Corporation or any of its subsidiaries and who is on the payroll of the Corporation or a subsidiary.

  
 Insurance Company 
  
 Shall mean any legal reserve life insurance company which shall issue a
Policy in accordance with Article VII of this Plan. 
  
 Officer 
  
 Shall mean an Officer of the Corporation, or
any of its subsidiaries, as the term Officer is defined in the bylaws or governing resolutions of the Corporation or any applicable subsidiary. 
  
 Participant 
  
 Shall mean a Director who is eligible and becomes covered under Articles IV and V of this Plan. Once a Director becomes a Participant, he shall continue
to be a Participant even though he is serving as a member of the Senior Advisory Board of the Corporation and no longer serves as a bylaw Director. 
  
 Personal Representative 
  
 Shall mean the Executor or Personal Representative appointed in the Last Will and Testament of the Participant, Primary Beneficiary or Secondary
Beneficiary as appropriate. In 







 the absence of such a will being admitted to probate within one year from the date of death of the Participant, Primary
or Secondary Beneficiary, then “Personal Representative” shall mean the administrator or personal representative of the decedent appointed by a court of competent jurisdiction. 
  
 Plan 
  
 Shall mean the Corporation’s 1986 Directors’ Deferred Compensation Plan as set forth herein and as it may be amended from time to time.

  
 Plan Year 
  
 Shall mean a twelve (12) consecutive month period which shall begin on
January 1 and end on December 31. 
  
 Policy

  
 Shall mean any life insurance policy purchased by the
Corporation on the life of a Participant. 
  
 Primary Beneficiary 
  
 Shall mean the person or persons
designated as the Primary Beneficiary by a Participant in a Designation of Beneficiary Form filed with the Corporation’s Secretary to receive payment under the Plan after Participant’s death. 
  
 Reduction Period 
  
 Shall mean the period of five (5) consecutive Plan Years, the first period
beginning January 1, 1986 and ending on December 31, 1990, except that with respect to Director E. Cabell Brand, the Reduction Period for the first period shall mean a period of six Plan Years beginning January 1, 1986 and ending on December 31,
1991. The Committee shall be able to designate as many Reduction Periods as it wants during which deferrals may be made. 
  
 Secondary Beneficiary 
  
 Shall mean the person or persons designated as Secondary Beneficiary by a Participant in a Designation of Beneficiary Form filed with the
Corporation’s Secretary to receive payments under the Plan if the Participant’s Primary Beneficiary is not alive at Participant’s death. 







 ADMINISTRATION 
  
 Administration 
  
 This Plan will be administered by and under the direction of the Committee. The Committee shall adopt, and may from time to time modify or amend, such
rules and guidelines consistent herewith as it deems necessary or appropriate for carrying out the provisions and purposes of the Plan, which, upon its adoption and so long as in effect, shall be deemed a part hereof to the same extent as if set
forth in the Plan (hereinafter referred to as the “Administrative Guidelines”). If any matter pertaining to the individual participation of a member of the Committee comes up for action of the Committee, that member shall be disqualified
to act upon the particular matter, which matter shall be resolved by the remaining members of the Committee. Any interpretation and construction by the Committee of any provision of, and the determination of any question arising under, the Plan, the
Administrative Guidelines, and any Deferred Compensation Agreement under the Plan, shall be final and conclusive. 
  
 The Corporation shall maintain accurate bookkeeping accounts with respect to each Participant’s Compensation credited and deferred under his Election
Form. 
  
 ELIGIBILITY 
  
 Eligibility 
  
 Each Director who is not a current Employee of the Corporation or of a
subsidiary of the Corporation, who satisfies such medical requirements as the Committee may impose, and who enters into a Deferred Compensation Agreement, shall be eligible to participate in the Plan. 
  
 PARTICIPATION AND DEFERRAL 
  
 Participation 
  
 An eligible Director may become a Participant by completing a Deferred
Compensation Agreement and filing it with the Corporation’s Secretary prior to the beginning of a Plan Year. The effective date of participation will be the first day of the Plan Year after the Deferred Compensation Agreement has been filed. In
the Deferred Compensation Agreement, the Participant must indicate: (a) the amount of Director’s Fees the Participant wishes to defer (which must be at least One Thousand Dollars ($1,000), and must be in multiples of One Thousand Dollars
($1,000)), and (b) the three specific Plan Years during the Reduction Period the Participant wishes to defer. A Participant may redesignate the three specific Plan Years 







 during the Reduction Period in which he wishes to defer by entering into a new Deferred Compensation Agreement and
redesignating the new Plan Years on the new Deferred Compensation Agreement, provided, however, that the new Deferred Compensation Agreement is executed prior to the beginning of a redesignated Plan Year. In this case, the new Deferred Compensation
Agreement would amend the old Agreement. Otherwise, the Deferred Compensation Agreement is irrevocable and may not be amended prior to the completion of the deferrals. 
  
 A Participant may increase the amount deferred by entering into a new Deferred Compensation Agreement for the increased
amount, subject to approval of the Committee. Execution of a new Deferred Compensation Agreement will result in a new Reduction Period for the increased deferral amount. A new Deferred Compensation Agreement will be in addition to, and not
supersede, any existing Deferred Compensation Agreement. Participation in the Plan will be determined separately for each Deferred Compensation Agreement. 
  
 Deferral of Director’s Fees 
  
 The Corporation shall defer payment of the Participant’s Director’s Fees in the manner and amount as stated in his Deferred Compensation
Agreement. Deferrals shall cease automatically once a Participant has deferred his Director’s Fees for the total amount specified in his Deferred Compensation Agreement. 
  
 BENEFITS 
  
 Deferred Compensation Benefits 
  
 Provided that a Participant has made sufficient deferrals for at least one Plan Year, he shall be entitled to deferred compensation benefits equal to the
amounts specified in his Deferred Compensation Agreement multiplied by the ratio (expressed to the nearest thousandth of a percent) of: (a) the amount of deferrals the Participant has made pursuant to the terms of his Deferred Compensation Agreement
to (b) the total amount of deferrals the Participant agreed to make in his Deferred Compensation Agreement. At the election of the Participant, deferred compensation benefits shall be paid a lump sum or in equal annual installments over a period of
five, ten or fifteen years. A Participant must make his election as to how he wishes to receive his deferred compensation benefits 45 days prior to the date the first installment (or lump sum payment) is to begin. The first installment (or lump sum
payment) shall be made on the later of: (a) the first day of the month following the last day of the Reduction Period or (b) the first day of the month following the Director’s sixty-fifth (65th) birthday, and subsequent installments, if
any, shall be made on the same day of each subsequent year. 







 Termination of Participation 
  
 A Participant’s participation will be terminated under the Plan only by
a Participant’s failure to complete deferrals for the first Plan Year designated by Participant in his Deferred Compensation Agreement (or amended Deferred Compensation Agreement) as the first Plan Year to defer, for any reason other than
death. If a Participant’s participation is terminated, then he shall receive a lump sum payment of the total amount of his Director’s Fees deferred within sixty (60) days after the first day of the month following his termination of
participation and shall not be entitled to any of the benefits under this Plan. The effective date of termination shall be the date that the Participant’s status as a Director is terminated prior to completing deferrals for at least one Plan
Year; otherwise the date of termination shall be the first date of the next Plan Year following the first Plan Year designated by Participant as the first Plan Year to defer. 
  
 Survivor Benefits Before Payments Begin Under the Plan 
  
 Provided that a Participant’s participation in the Plan has not been
terminated and Participant has not been paid any deferred compensation benefits under Section 6.01 of this Plan, then, upon Participant’s death, Participant’s Primary Beneficiary (or Secondary Beneficiary or Personal Representative, as the
case may be) shall be entitled to receive the survivor benefits specified in Participant’s Deferred Compensation Agreement multiplied by the ratio (expressed to the nearest thousandth of a percent) of: (a) the amount of deferrals the
participant has made pursuant to the terms of his Deferred Compensation Agreement to (b) the total amount of deferrals the Participant agreed to make in his Deferred Compensation Agreement. These survivor benefits-shall be paid over a period of fifteen years or, at the request of Participant’s Beneficiary (or Personal Representative) and with the approval of
the Committee, these survivor benefits may be paid in a lump sum or over a period of five or ten years. The first payment (whether a lump sum payment or first installment) shall be made as of the first day of the second month following the
Participant’s death and any subsequent payments shall be made on the same day of each subsequent year. 
  
 If Participant’s Primary Beneficiary or Secondary Beneficiary are not alive on the date of Participant’s death, then payments shall be made to
Participant’s Personal Representative. If Participant’s Primary Beneficiary should die after the commencement of payments to him, then the balance of the payments shall be paid to the Secondary Beneficiary. If the Secondary Beneficiary is
not alive at the time of the Primary Beneficiary’s death, then the balance of the payments shall be made to the Personal Representative of the Primary Beneficiary. If the Secondary Beneficiary dies after payments have commenced to him, then the
balance of the payments due shall be made to the Personal Representative of the Secondary Beneficiary. 
  
 Survivor Benefits After Payments Begin Under This Plan 
  
 If a Participant should die after having been paid at least one installment under Section 6.01 of this Plan, the
Participant’s Primary Beneficiary (or Secondary Beneficiary or Personal Representative, as the case may be) shall be entitled to receive the remaining installments payable to Participant under Section 6.01 at the same time and in the same
manner 







 as Participant would have received them. At the request of Participant’s Beneficiary (or Personal Representative)
and with the approval of the Committee, Participant’s Beneficiary (or Personal Representative) may receive these remaining installments over a shorter period of time or receive them as a lump sum payment. 
  
 If Participant’s Primary Beneficiary or Secondary Beneficiary are not
alive on the date of Participant’s death, then the remaining payments will be made to Participant’s Personal Representative. If Participant’s Primary Beneficiary should die after the commencement of payments to him, then the balance
of the payments shall be paid to the Secondary Beneficiary. If the Secondary Beneficiary is not alive at the time of the Primary Beneficiary’s death, then the balance of the payments shall be made to the Personal Representative of the Primary
Beneficiary. If the Secondary Beneficiary dies after payments have commenced to him, then the balance of the payments due shall be made to the Personal Representative of the Secondary Beneficiary. 
  
 DISCRETIONARY PURCHASE OF POLICIES 
  
 Discretionary Purchase of Policies 
  
 The Corporation may, but shall not be required to, offset its obligations
under this Plan through the purchase of life insurance on the life of each Participant. Each Participant agrees to cooperate in the securing of life insurance on the Participant’s life by furnishing such information as the Corporation and the
Insurance Company may require, taking such physical examinations as may be necessary and taking any other such action as may be requested by the Corporation and the Insurance Company to obtain such insurance coverage. If the Participant refuses to
cooperate in the securing of life insurance, the Corporation shall have no further obligation under this Plan. 
  
 Interest of Participant 
  
 Neither the Participant nor any Beneficiary shall have any interest in any Policy purchased under Section 7.01 nor in any other assets of the Corporation.
The Participant’s and Beneficiary’s only interest hereunder shall be the right to receive the benefits provided under the Plan. Nothing in this Plan shall be construed as the creation by the Corporation of an escrow account or trust fund
or as any other form of asset segregation, it being the intention and understanding of the parties that the Corporation’s obligations under this Plan shall be unfunded and that the Participant and any Beneficiary shall, as to claims under this
Plan, be no more than a general creditor of the Corporation. 







 TERMINATION AND AMENDMENT 
  
 Termination and Amendment 
  
 The Board of Directors of the Corporation reserves in its sole and exclusive discretion the right at any time, and from time
to time, to amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant, Primary Beneficiary, or Secondary Beneficiary, provided, however, that neither termination nor any amendment of the
Plan may, without written approval of a Participant, reduce or terminate any benefit to or in respect of a Participant under this Plan. 
  
 MISCELLANEOUS PROVISIONS 
  
 Nonalienation of Benefits 
  
 No benefits payable hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such benefits shall be subject
to legal process or attachment for the payment of any claims against any person entitled to receive the same. 
  
 Withholding 
  
 Deferrals by a Participant under this Plan and payments made by the Corporation under this Plan shall be subject to withholding at the time of such
deferral or payment, as shall be required under any income tax or other law, whether of the United States or any other jurisdiction. 
  
 Gender and Number 
  
 The masculine pronoun wherever used herein shall include the feminine gender and the feminine the masculine, and the singular number as used herein shall
include the plural and the plural the singular, unless the context clearly indicates a different meaning. 
  
 Titles and Headings 
  
 The titles to Articles and headings of Sections or subsections of this Plan are for convenience of reference and, in case of any conflict, the text of the
Plan, rather than titles and headings, shall control. 
  
 Governing Law 
  
 The validity, construction and effect
of the provisions of this Plan in all respects shall be governed and regulated according to and by the laws of the Commonwealth of Virginia and to 







 the extent the laws of the Commonwealth of Virginia are superseded by the laws of the United States of America, by the
laws of the United States of America. 
  
 Separability Clause 
  
 The invalidity or
unenforceability of any provision of this Plan shall in no way affect the validity or enforceability of any other provision. 







 EXTRACT FROM MINUTES 
 OF 
 MEETING OF DIRECTORS 
 CONTAINING 
 FIRST
AMENDMENT 
 TO 
 1983 DIRECTORS’ DEFERRED 
 COMPENSATION PLAN 
  
 The undersigned, being the Secretary of FIRST VIRGINIA BANKS, INC.,
hereinafter referred to as the Corporation, a Virginia corporation with principal office located at One First Virginia Plaza, 6400 Arlington Boulevard, Falls Church, Virginia 22046, does hereby certify that the following Resolutions were adopted by
the Board of Directors of the Corporation at a meeting duly held on January 25, 1984, at which a quorum was present: 
  
 W I T N E S S E T H 
  
 WHEREAS, effective December 21, 1983, the Corporation established the 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN to provide each eligible Director of
the Corporation with the opportunity to receive deferred compensation (or survivor benefits in lieu thereof); and 
  
 WHEREAS, the Corporation, under the provisions of the Plan is authorized to amend the Plan at any time and from time to time; and 
  
 WHEREAS, the Corporation is desirous of amending the Plan; 
  
 NOW, THEREFORE, the premises considered, 
  
 BE IT 
  
 RESOLVED, That the 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN be, and
the same is, hereby amended, effective December 21, 1983, in the following respect: 
  
 ARTICLE VI 
  
 Section
6.01(b) - Amended by striking the word, symbols and number “seven (7)” in the last sentence and substituting in lieu thereof the following word, symbols and number: “five (5)”. 







 IN GENERAL 
  
 Any provision of the aforesaid Plan inconsistent with the foregoing change is hereby amended to be consistent therewith.

  
 AND BE IT 
  
 FURTHER RESOLVED, That the Secretary of the Corporation be, and he is, hereby authorized and
directed to notify the Directors affected by the foregoing change of the change made in the Plan by the foregoing Resolution. 







 FIRST VIRGINIA BANKS, INC. 
 FALLS CHURCH, VIRGINIA 
  
 EXTRACT FROM MINUTES 
 OF 
 MEETING OF DIRECTORS 
 CONTAINING 
 SECOND AMENDMENT 
 TO

 AND AUTHORIZING THE PARTICIPATION OF 
 FIRST VIRGINIA LIFE INSURANCE COMPANY 
 UNDER THE 
 1983 DIRECTORS’ DEFERRED 
 COMPENSATION PLAN 
  
 The undersigned,
being the Secretary of FIRST VIRGINIA BANKS, INC., hereinafter referred to as the Corporation, a Virginia corporation with principal office located at One First Virginia Plaza, 6400 Arlington Boulevard, Falls Church, Virginia 22046, does hereby
certify that the following Resolutions were adopted by the Board of Directors of the Corporation at a meeting duly held on May 23, 1984, at which a quorum was present: 
  
 W I T N E S S E T H 
  
 WHEREAS, effective December 21, 1983, the Corporation established the 1983
DIRECTORS’ DEFERRED COMPENSATION PLAN to provide each eligible Director of the Corporation with the opportunity to receive deferred compensation (or survivor benefits in lieu thereof); and 
  
 WHEREAS, the Corporation, under the provisions of the Plan, is authorized to
amend the Plan at any time and from time to time, which right has been exercised on one occasion; and 
  
 WHEREAS, the Corporation is desirous of amending the Plan; 
  
 NOW, THEREFORE, the premises considered, 







 BE IT 
  
 RESOLVED, That the 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN be, and the same is, hereby amended, effective May 23,
1984, in the following respects: 
  
 ARTICLE II

  
 Section 2.04 - Amended by adding at the end thereof the following:
“, except that the term ‘Corporation’ as used in Sections 2.02, 2.07, 2.08, 2.10 and 4.01 shall mean FIRST VIRGINIA BANKS, INC., and its successors and assigns and any non-banking subsidiary of FIRST
VIRGINIA BANKS, INC. that was formed pursuant to Section 4(c)(8) of the Bank Holding Company Act which shall agree to adopt this Plan as provided in Section 9.02”. 
  
 ARTICLE V 
  
 Section 5.02 - Amended by adding between the first and second sentence thereof, the following new sentence: “In addition, if a subsidiary of FIRST VIRGINIA
BANKS, INC. as described in Section 2.04 should adopt this Plan at any time during any Plan Year, it shall automatically begin deferring payment of the Participant’s Director’s Fees earned after the effective date of its adoption of
the Plan.” 
  
 ARTICLE IX 
  
 Article IX - Amendment by adding at the end thereof the following new Heading and
Section: 
  
 “Section 9.02 - Adoption of Plan -”

  
 “Adoption of this Plan to cover its
Directors by any non-banking subsidiary of FIRST VIRGINIA BANKS, INC. that was formed pursuant to Section 4(c)(8) of the Bank Holding Company Act shall be evidenced by a resolution of its governing body and by a resolution of the Board of Directors
of FIRST VIRGINIA BANKS, INC. authorizing the participation of such subsidiary under the Plan.” 
  
 IN GENERAL 
  
 Any provision of the aforesaid Plan inconsistent with the foregoing changes is hereby amended to be consistent therewith. 
  
 BE IT 
  
 FURTHER RESOLVED, That FIRST VIRGINIA LIFE INSURANCE COMPANY be, and it is, hereby authorized to adopt the 1983 DIRECTORS’ DEFERRED COMPENSATION
PLAN, subject to agreement by its Board of Directors to pay to the Corporation the Director’s Fees deferred under said Plan as soon as practicable after said Director’s Fees are deferred. 







 AND BE IT 
  
 FURTHER RESOLVED, That the Secretary of the Corporation be, and he is, hereby authorized and directed to notify the
Directors affected by the foregoing changes of the changes made in the Plan by the foregoing Resolutions. 







 FIRST VIRGINIA BANKS, INC. 
  
 1983 DIRECTORS’ DEFERRED COMPENSATION PLAN 







 Purpose of the Plan - Effective Date 
  
 Purpose. The purpose of this Plan is to provide each eligible Director of FIRST
VIRGINIA BANKS, INC. with the opportunity to receive deferred compensation and to provide for the payment of survivor benefits in the event of his death before the date on which deferred compensation payments are scheduled to commence under the
Plan. An additional purpose is to establish a method of paying Director’s compensation that will aid FIRST VIRGINIA BANKS, INC. in continuing to attract and retain as members of their Board of Directors persons whose abilities, experience and
judgment can contribute to the continued progress of FIRST VIRGINIA BANKS, INC. 
  
 Effective Date. This Plan shall be effective December 21, 1983. 
  
 Definitions 
  
 Beneficiary. Shall mean the person or persons (including a contingent beneficiary) designated by a Participant as provided in Sections 6.02 and
6.03 to receive payments under the Plan after the Participant’s death. 
  
 Board of Directors. Shall mean the Board of Directors of the Corporation, sometimes referred to as the Board. 
  
 Committee. Shall mean the Executive Committee of the Board. 
  
 Corporation. Shall mean FIRST VIRGINIA BANKS, INC., and its successors and assigns. 
  
 Deferred Compensation Agreement. Shall mean a written agreement between a Participant and the Corporation, pursuant to which, a
Participant agrees to a deferral of his Director’s Fees and the Corporation agrees to pay deferred compensation (or a survivor benefit in lieu thereof) in accordance with the terms of the Plan and the agreement. 
  
 Director. Shall mean a regular member of the Board. 
  
 Director’s Fees. Shall mean any compensation, whether for Board meetings,
committee meetings or otherwise, earned for services rendered to the Corporation by a Director in any capacity as an individual during a particular Plan Year in which he is a Participant, but includes only compensation earned on or after the
effective date of his election to participate. 
  
 Employee. Shall mean an
individual who is employed by the Corporation or any of its subsidiaries. 







 Insurance Company. Shall mean any legal reserve life insurance company which shall issue a Policy in accordance
with ARTICLE VIII of this Plan. 
  
 Officer. Shall mean an Officer of
the Corporation, or any of its subsidiaries, as the term Officer is defined in the bylaws or governing resolutions of the Corporation or any applicable subsidiary. 
  
 Participant. Shall mean a Director who is eligible and becomes covered under ARTICLES IV and V of this Plan. 
  
 Plan. Shall mean the Corporation’s 1983 Directors’ Deferred Compensation
Plan, as set forth herein and as it may be amended from time to time. 
  
 Plan
Year. Shall mean a twelve (12) consecutive month period which shall begin on December 21 and end on December 20. 
  
 Policy. Shall mean any life insurance policy purchased by the Corporation on the life of a Participant. 
  
 Reduction Period. Shall mean the period of seven (7) Plan Years following the
effective date of a Participant’s Deferred Compensation Agreement under this Plan. 
  
 Administration 
  
 Administration. This Plan will be administered by and under the direction of the Committee. The Committee shall adopt, and may from time to time modify or amend,
such rules and guidelines consistent herewith as it deems necessary or appropriate for carrying out the provisions and purposes of the Plan, which, upon its adoption and so long as in effect, shall be deemed a part hereof to the same extent as if
set forth in the Plan (hereinafter referred to as the “Administrative Guidelines”). Any interpretation and construction by the Committee of any provision of, and the determination of any question arising under, the Plan, the Administrative
Guidelines, and any Deferred Compensation Agreement under the Plan, shall be final and conclusive. 
  
 The Corporation shall maintain accurate bookkeeping accounts with respect to each Participant’s Director’s Fees credited and deferred under his
Deferred Compensation Agreement. 
  
 Eligibility

  
 Eligibility. Each Director who is not a current Officer or Employee of
the Corporation or of a subsidiary of the Corporation, who satisfies such medical requirements as the Committee may impose, and who enters into a Deferred Compensation Agreement, shall be eligible to participate in the Plan. 







 Participation and Deferral 
  
 Participation. An eligible Director may become a Participant effective only on the
first day of a Plan Year. An eligible Director becomes a Participant by entering into a Deferred Compensation Agreement. The Deferred Compensation Agreement must be executed and filed with the Corporation’s Secretary before the Board meeting
that occurs on or after the first day of the Plan Year for which Director’s Fees are to be earned and deferred. Execution of the Deferred Compensation Agreement will constitute an election to participate. 
  
 An election to participate must be made with respect to a stated amount
(which must be at least One Thousand Dollars ($1,000) and must be in multiples of One Thousand Dollars ($1,000)) of Director’s Fees to be earned for any Plan Year covered in the election to participate. An election to participate, once
filed, is irrevocable for the Plan Year in which it is filed. An election to participate, once filed, applies to Director’s Fees earned in later Plan Years in which a Participant serves as a Director, unless revoked by written notice to the
Corporation’s Secretary within thirty (30) days before the Plan Year. 
  
 The amount deferred for each Plan Year for which deferrals are to be made during the Reduction Period shall equal the amount specified in the Participant’s initial Deferred Compensation Agreement. However, a
Participant may increase the amount deferred by entering into a new Deferred Compensation Agreement for the increased amount, subject to the approval of the Committee. Execution of a new Deferred Compensation Agreement will result in a new Reduction
Period for the increased deferral amount. A new Deferred Compensation Agreement will be in addition to, and not supersede, any existing Deferred Compensation Agreement. Participation in the Plan will be determined separately for each Deferred
Compensation Agreement. 







 Deferral of Director’s Fees. The Corporation shall defer payment of the Participant’s Director’s
Fees as stated in his election to participate during any Plan Year in which a Participant has an election to participate in effect. Deferrals shall not be made during any Plan Year for which a Participant has made an election not to have deferrals
made. A Participant may elect within thirty (30) days before each Plan Year not to have his Director’s Fees deferred during the next Plan Year by so notifying (in writing) the Corporation’s Secretary. A Participant may reinstitute the
deferral as of the beginning of any subsequent Plan Year if he so notifies the Corporation’s Secretary in writing within thirty (30) days prior to the-beginning of such Plan Year. Deferrals shall cease automatically once a Participant has
deferred his Director’s Fees for the minimum number of Plan Years required to be entitled to deferred compensation. benefits under Section 6.01. 
  
 Benefits 
  
 Deferred Compensation Benefits. 
  
 If a Participant is less than sixty-eight (68) years old prior to the May 1 preceding the effective date of his Deferred Compensation
Agreement, and he defers his Director’s Fees for at least four (4) Plan Years within the seven (7) Plan Years beginning coincident with or immediately succeeding the effective date of his Deferred Compensation Agreement, he shall be
entitled to receive fifteen (15) equal annual payments from the Corporation in the amount specified in his Deferred Compensation Agreement. The first payment shall be made on the later of the first day of the month seven (7) Plan Years following the
effective date of his Deferred Compensation Agreement or the first day of the month following the Director’s sixty-fifth (65th) birthday, and subsequent payments shall be made on the same day of each subsequent year. 
  
 If a Participant is sixty-eight (68) years old or older
prior to the May 1 preceding the effective date of his Deferred Compensation Agreement, and he defers his Director’s Fees for the lesser of four (4) Plan Years or the period of time remaining before he cannot stand for reelection to the Board
(but not less than two (2) Plan Years), he shall be entitled to receive ten (10) equal annual payments from the Corporation in the amount specified in his Deferred Compensation Agreement. The first payment shall be made on the first day of the month
five (5) Plan Years following the effective date of his Deferred Compensation Agreement, and subsequent payments shall be made on the first day of each subsequent Plan Year. 
  
 If there is a change in control of the Corporation and a Participant’s service on the Board is
terminated within one (1) year before the change in control or any time after the change in control and he has not made the deferments required under Section 6.01(a) or (b), as applicable, he shall nevertheless receive the
benefits specified in paragraph (h) of his Deferred Compensation Agreement. Regardless of the above, this provision shall not be effective if a Director terminates his participation in the Plan before his Service on the Board is terminated.








 If a Participant’s participation is terminated under Section 7.01 of this
Plan, he shall receive a lump sum payment of the total amount of his Director’s Fees deferred plus interest payable at six percent (6%) per annum compounded annually, computed from the first day of the Plan Year succeeding the date of deferral
and ending on the December 20 preceding the date of payment. If the Participant’s participation under the Plan is terminated because of the termination of his status as a Director, payment shall be made within sixty (60) days after his
termination of participation. If the Participant’s participation under the Plan is terminated because of his failure to make deferments in enough years to make it possible to make the deferments required under Section 6.01(a) or
(b), as applicable, payment shall be made on the first day of the month seven (7) Plan Years following the effective date of his Deferred Compensation Agreement, unless the Committee in its sole discretion decides to make the payment at an
earlier date. 
  
 Survivor Benefits Before Payments Begin Under the Plan.
If a Participant dies before payments commence under the Plan either while still a Director or after he has ceased to be a Director but after he has made the deferments required under Section 6.01(a) or (b), as applicable, the
Participant’s Beneficiary shall be entitled to receive the survivor benefits specified in the Participant’s Deferred Compensation Agreement. If a Participant does not make the deferments required under Section 6.01(a) or (b),
as applicable, as a result of a change in control as defined in Section 6.04 of this Plan and payments have not yet commenced to the Participant as of the date of his death, his Beneficiary shall nevertheless be entitled to receive survivor
benefits specified in the Participant’s Deferred Compensation Agreement. The first payment shall be made as of the first day of the second month following the Participant’s death, and subsequent payments shall be made on the same day of
each subsequent year. 
  
 Survivor Benefits After Payments Begin Under This
Plan. If a Participant dies after payments begin under the Plan, the Corporation shall pay to the Participant’s Beneficiary the remaining payments payable under Section 6.01 of the Plan. 
  
 Change in Control. A change in control shall mean a change of a nature that would be
required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (hereinafter called the Act) or similar reporting requirement; provided that, without
limitation, a change in control shall be deemed to have occurred if any person (as that term is defined in Section 13(d) and 14(d) of the Act) other than the Corporation or any present Director or Officer of the Corporation is or becomes the
beneficial owner (as that term is defined in Rule 13d-3 under the Act or similar rule), directly or indirectly, of securities representing twenty-five percent (25%) or more of the voting power of the Corporation’s then outstanding securities or
if during any two (2) consecutive years the individuals who constitute the Board of Directors of the Corporation at the beginning of such period should cease to constitute a majority of the Board, unless the election of each subsequent Director has
been approved in advance by Directors representing at least two-thirds (2/3) of the Directors then in office who were Directors at the beginning of the two (2) year period. 







 Termination of Participation 
  
 Termination of Participation. The failure of a Participant to make deferments in
enough years to make it possible to make the deferments required under Section 6.01(a) or (b), as applicable, or the termination of a Participant’s status as a Director for any reason other than death or change in control, as
defined in Section 6.04 of this Plan, before he has made the deferments required under Section 6.01(a) or (b), as applicable, shall result in the termination of his Agreement and his participation in the Plan. 
  
 Discretionary Purchase of Policies 
  
 Discretionary Purchase of Policies. The Corporation may, but shall not be required
to, offset its obligations under this Plan through the purchase of life insurance on the life of each Participant. Each Participant agrees to cooperate in the securing of life insurance on the Participant’s life by furnishing such information
as the Corporation and the Insurance Company may require, taking such physical examinations as may be necessary and taking any other such action as may be requested by the Corporation and the Insurance Company to obtain such insurance coverage. If
the Participant refuses to cooperate in the securing of life insurance, the Corporation shall have no further obligation under this Plan. 
  
 Interest of Participant. Neither the Participant nor any Beneficiary shall have any interest in any Policy purchased under Section 8.01 nor in any
other assets of the Corporation. The Participant’s and Beneficiary’s only interest hereunder shall be the right to receive the benefits provided under the Plan. Nothing in this Plan shall be construed as the creation by the Corporation of
an escrow account or trust fund or as any other form of asset segregation, it being the intention and understanding of the parties that the Corporation’s obligations under this Plan shall be unfunded and that the Participant and any Beneficiary
shall, as to claims under this Plan, be no more than a general creditor of the Corporation. 
  
 Termination and Amendment 
  
 Termination and Amendment. The Board of Directors of the Corporation reserves in its sole and exclusive discretion the right at any time, and from time to time, to
amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant or Beneficiary; provided, however, that neither termination nor any amendment of the Plan may, without written approval of a
Participant, reduce or terminate any benefit to or in respect of a Participant under this Plan. 







 Prior to January 1, 1984, the Corporation may revise the benefit amounts specified in a Director’s
Deferred Compensation Agreement. However, such revision shall be subject to the Director and the Corporation both entering into a new Deferred Compensation Agreement reflecting the revised benefit amounts before January 1, 1984. The revised
Agreement shall be effective as of the effective date of the initial Agreement. If the Director does not agree to enter into a revised Agreement, the initial Agreement shall be terminated as of the effective date of the initial Agreement, and the
Corporation shall pay the deferred amount without interest to the Director as soon as practicable. 
  
 Miscellaneous Provisions 
  
 Nonalienation of Benefits. No benefits payable hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such benefits
shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same. 
  
 Withholding. Payments made by the Corporation under this Plan shall be subject to withholding at the time of such payment, as shall be required under any income
tax or other law, whether of the United States or any other jurisdiction. 
  
 Gender and Number. The masculine pronoun wherever used herein shall include the feminine gender and the feminine the masculine, and the singular number as used herein shall include the plural and the plural the singular, unless the
context clearly indicates a different meaning. 
  
 Titles and Headings. The
titles to Articles and headings of Sections or subsections of this Plan are for convenience of reference and, in case of any conflict, the text of the Plan, rather than titles and headings, shall control. 
  
 Governing Law. The validity, construction and effect of the provisions of this Plan in
all respects shall be governed and regulated according to and by the laws of-the Commonwealth of Virginia and to the extent the laws of the Commonwealth of Virginia are superseded by the laws of the United States of America. 
  
 Separability Clause. The invalidity or unenforceability of any provision of this Plan
shall in no way affect the validity or enforceability of any other provision. 







 FIRST VIRGINIA BANKS, INC. 
  
 1986 DIRECTOR’S DEFERRED COMPENSATION PLAN 







 FIRST VIRGINIA BANKS, INC. 
  
 1986 DIRECTOR’S DEFERRED COMPENSATION PLAN 
  
 Table of Contents 
  

			
	 	  	Page


	 ARTICLE I
	  	 
		
	 Purpose of the Plan - Effective Date
	  	 
	 Section 1.01 - Purpose
	  	4
	 Section 1.02 - Effective Date
	  	4
	 ARTICLE II
	  	 
		
	 Definitions
	  	 
	 Section 2.01 - Beneficiary
	  	4
	 Section 2.02 - Board of Directors
	  	4
	 Section 2.03 - Committee
	  	4
	 Section 2.04 - Corporation
	  	4
	 Section 2.05 - Deferred Compensation Agreement
	  	4
	 Section 2.06 - Director
	  	4
	 Section 2.07 - Director’s Fees
	  	4
	 Section 2.08 - Employee
	  	4
	 Section 2.09 - Insurance Company
	  	4
	 Section 2.10 - Officer
	  	5
	 Section 2.11 - Participant
	  	5
	 Section 2.12 - Plan
	  	5
	 Section 2.13 - Plan Year
	  	5
	 Section 2.14 - Policy
	  	5
	 Section 2.15 - Reduction Period
	  	5
	 Section 2.16 - Secondary Beneficiary
	  	5
	 ARTICLE III
	  	 
		
	 Administration
	  	 
	 Section 3.01 - Administration
	  	5
	 ARTICLE IV
	  	 
		
	 Eligibility
	  	 
	 Section 4.01 - Eligibility
	  	6
	 ARTICLE V
	  	 
	 Participation and Deferral
	  	 

  

 i 









			
	 Section 5.01 - Participation
	  	6
	 Section 5.02 - Deferral of Director’s Fees
	  	6
	 ARTICLE VI
	  	 
		
	 Benefits
	  	 
	 Section 6.01 - Deferred Compensation Benefits
	  	6
	 Section 6.02 - Survivor Benefits Before Payments Begin Under the Plan
	  	7
	 Section 6.03 - Survivor Benefits After Payments Begin Under This Plan
	  	7
	 Section 6.04 - Change in Control
	  	7
	 ARTICLE VII
	  	 
		
	 Discretionary Purchase of Policies
	  	 
	 Section 7.01 - Discretionary Purchase of Policies
	  	8
	 Section 7.02 - Interest of Participant
	  	8
	 ARTICLE VIII
	  	 
		
	 Termination and Amendment
	  	 
	 Section 8.01 - Termination and Amendment
	  	8
	 ARTICLE IX
	  	 
		
	 Miscellaneous Provisions
	  	 
	 Section 9.01 - Nonalienation of Benefits
	  	8
	 Section 9.02 - Withholding
	  	8
	 Section 9.03 - Gender and Number
	  	9
	 Section 9.04 - Titles and Headings
	  	9
	 Section 9.05 - Governing Law
	  	9
	 Section 9.06 - Separability Clause
	  	9

  

 ii 








 FIRST VIRGINIA BANKS, INC. 
  
 1986 DIRECTORS’ DEFERRED COMPENSATION PLAN 







 Purpose of the Plan - Effective Date 
  
 Purpose. The purpose of this Plan is to provide each eligible Director of First
Virginia Banks, Inc. with the opportunity to receive deferred compensation and to provide for the payment of survivor benefits in the event of his death before the date on which deferred compensation payments are scheduled to commence under the
Plan. An additional purpose is to establish a method of paying Director’s compensation that will aid First Virginia Banks, Inc. in continuing to attract and retain as members of its Board of Directors persons whose abilities, experience and
judgment can contribute to the continued progress of First Virginia Banks, Inc. 
  
 Effective Date. This Plan shall be effective January 1, 1986. 
  
 Definitions 
  
 Beneficiary. Shall mean
the person or persons designated by a Participant in a Designation of Beneficiary Form filed with the Corporation’s Secretary to receive payments under the Plan after the Participant’s death. 
  
 Board of Directors. Shall mean the Board of Directors of the Corporation, sometimes
referred to as the Board. 
  
 Committee. Shall mean the Executive Committee
of the Board. 
  
 Corporation. Shall mean First Virginia Banks, Inc. and
its successors and assigns. 
  
 Deferred Compensation Agreement. Shall mean
a written agreement between a Participant and the Corporation, pursuant to which a Participant agrees to a deferral of his Director’s Fees and the Corporation agrees to pay deferred compensation (or a survivor benefit) in accordance with the
terms of the Plan and the agreement. 
  
 Director. Shall mean a regular
member of the Board. 
  
 Director’s Fees. Shall mean any compensation,
whether for Board meetings, committee meetings or otherwise, earned for services rendered to the Corporation by a Director in any capacity as an individual during a particular Plan Year in which he is a Participant, but includes only compensation
earned during those Plan Years designated in his Deferred Compensation Agreement. 
  
 Employee. Shall mean an individual who is employed by the Corporation or any of its subsidiaries and who is on the payroll of the Corporation or a subsidiary. 
  
 Insurance Company. Shall mean any legal reserve life insurance company which shall issue a Policy in accordance with Article VII of
this Plan. 







 Officer. Shall mean an Officer of the Corporation, or any of its subsidiaries, as the term Officer is defined in
the bylaws or governing resolutions of the Corporation or any applicable subsidiary. 
  
 Participant. Shall mean a Director who is eligible and becomes covered under Articles IV and V of this Plan. 
  
 Plan. Shall mean the Corporation’s 1986 Directors’ Deferred Compensation Plan as set forth herein and as it may be amended from time to time. 

 
 Plan Year. Shall mean a twelve (12) consecutive month period which shall begin on
January 1 and end on December 31. 
  
 Policy. Shall mean any life insurance
policy purchased by the Corporation on the life of a Participant. 
  
 Reduction
Period. Shall mean a period of five (5) consecutive Plan Years, the first period beginning January 1,1986 and ending on December 31, 1990. 
  
 Secondary Beneficiary. Shall mean the person or persons designated by a Participant in a Designation of Beneficiary Form filed with the Corporation’s
Secretary to receive payments under the Plan if the Participant’s primary Beneficiary should predecease Participant. 
  
 Administration 
  
 Administration. This Plan will be administered by and under the direction of the Committee. The Committee shall adopt, and may from time to time modify or amend,
such rules and guidelines consistent herewith as it deems necessary or appropriate for carrying out the provisions and purposes of the Plan, which, upon its adoption and so long as in effect, shall be deemed a part hereof to the same extent as if
set forth in the Plan (hereinafter referred to as the “Administrative Guidelines”). If any matter pertaining to the individual participation of a member of the Committee comes up for action of the Committee, that member shall be
disqualified to act upon the particular matter, which matter shall be resolved by the remaining members of the Committee. Any interpretation and construction by the Committee of any provision of, and the determination of any question arising
under, the Plan, the Administrative Guidelines, and any Deferred Compensation Agreement under the Plan, shall be final and conclusive. 
  
 The Corporation shall maintain accurate bookkeeping accounts with respect to each Participant’s Compensation credited and deferred under his Deferred
Compensation Agreement. 







 Eligibility 
  
 Eligibility. Each Director who is not a current Employee of the Corporation or of a subsidiary of the Corporation, who satisfies such
medical requirements as the Committee may impose, and who enters into a Deferred Compensation Agreement, shall be eligible to participate in the Plan. 
  
 Participation and Deferral 
  
 Participation. An eligible Director may become a Participant by completing a Deferred Compensation Agreement and filing it with the Corporation’s Secretary
prior to the beginning of a Plan Year. The effective date of participation will be the first day of the Plan Year after the Deferred Compensation Agreement has been filed. In the Deferred Compensation Agreement, the Participant must indicate (a) the
amount of Director’s Fees the Participant wishes to defer (which must be at least One Thousand Dollars ($1,000), and must be in multiples of One Thousand Dollars ($1,000)), and (b) the three specific Plan Years during the Reduction Period the
Participant wishes to defer. A Participant may redesignate the three specific Plan Years during the Reduction Period in which he wishes to defer by entering into a new Deferred Compensation Agreement and redesignating the new Plan Years on the new
Deferred Compensation Agreement, provided, however, that the new Deferred Compensation Agreement is executed prior to the beginning of a redesignated Plan Year. In this case, the new Deferred Compensation Agreement would amend the old Agreement.
Otherwise, the Deferred Compensation Agreement is irrevocable and may not be amended prior to the completion of the deferrals. 
  
 A Participant may increase the amount deferred by entering into a new Deferred Compensation Agreement for the increase amount, subject to approval of the
Committee. Execution of a new Deferred Compensation Agreement will result in a new Reduction Period for the increased deferral amount. A new Deferred Compensation Agreement will be in addition to, and not supersede, any existing Deferred
Compensation Agreement. Participation in the Plan will be determined separately for each Deferred Compensation Agreement. 
  
 Deferral of Director’s Fees. The Corporation shall defer payment of the Participant’s Director’s Fees in the manner and amount as stated in his
Deferred Compensation Agreement. Deferrals shall cease automatically once a Participant has deferred his Director’s Fees for the total amount specified in his Deferred Compensation Agreement. 
  
 Benefits 
  
 Deferred Compensation Benefits. Provided that a Participant is living and has made
sufficient deferrals for at least one Plan Year, he shall be entitled to the benefit equal to the amount 







 specified in his Deferred Compensation Agreement multiplied by the ratio (expressed to the nearest thousandth of a
percent) of (a) the amount of deferrals the Participant has made pursuant to the terms of his Deferred Compensation Agreement to (b) the total amount of deferrals the Participant agreed to make in his Deferred Compensation Agreement. This amount
shall be payable by the Corporation in fifteen (15) equal payments. The first payment shall be made on the later of (a) the first day of the month following the last day of the Reduction Period, or (b) the first day of the month following the
Director’s sixty-fifth (65th) birthday, and subsequent payments shall be made on the same day of each subsequent year. 
  
 Termination of Participation. A Participant’s participation will be terminated under the Plan only by Participant’s failure to complete deferrals for the
first Plan Year designated by Participant in his Deferred Compensation Agreement as the first Plan Year to defer, for any reason other than death. If a Participant’s participation is terminated, then he shall receive a lump sum payment of the
total amount of his Director’s Fees deferred within sixty (60) days after the first day of the month following his termination of participation and shall not be entitled to any of the benefits under this Plan. The effective date of termination
shall be the date that the Participant’s status as a Director is terminated prior to completing deferrals for at least one Plan Year; otherwise the date of termination shall be the first date of the next Plan Year following the first Plan Year
designated by Participant as the first Plan Year to defer. 
  
 Survivor
Benefits Before Payments Begin Under the Plan. Provided that a Participant’s participation in the Plan has not been terminated and Participant has not been paid any deferred compensation benefits under Section 6.01 of this Plan, then, upon
Participant’s death, Participant’s Beneficiary (or Secondary Beneficiary, as the case may be) shall be entitled to receive the survivor benefits specified in the Participant’s Deferred Compensation Agreement. This amount shall be
payable by the Corporation in fifteen (15) equal payments. The first payment shall be made as of the first day of the second month following the Participant’s death and subsequent payments shall be made on the same day of each subsequent year.

  
 Survivor Benefits After Payments Begin Under This Plan. If a
Participant should die after having been paid at least one payment under Section 6.01 of this Plan, the Participant’s Beneficiary (or Secondary Beneficiary, as the case may be) shall be entitled to receive the remaining payments payable to
Participant under Section 6.01 at the same time and in the same manner as Participant would have received them. 
  
 If Participant’s Beneficiary (or Secondary Beneficiary) should die after having been paid at least one payment of survivor benefits, then the
remaining survivor benefits shall be paid pursuant to the Last Will and Testament of the said Beneficiary (or Secondary Beneficiary) or in the absence of such a Will being admitted to probate within one year from the date of death, then to the
Personal Representative of the said Beneficiary (or Secondary Beneficiary). Such payments shall be made at the same time and in the same manner as said Beneficiary (or Secondary Beneficiary) would have received them. 







 Discretionary Purchase of Policies 
  
 Discretionary Purchase of Policies. The Corporation may, but shall not be required
to, offset its obligations under this Plan through the purchase of life insurance on the life of each Participant. Each Participant agrees to cooperate in the securing of life insurance on the Participant’s life by furnishing such information
as the Corporation and the Insurance Company may require, taking such physical examinations as may be necessary and taking any other such action as may be requested by the Corporation and the Insurance Company to obtain such insurance coverage. If
the Participant refuses to cooperate in the securing of life insurance, the Corporation shall have no further obligation under this Plan. 
  
 Interest of Participant. Neither the Participant nor any Beneficiary shall have any interest in any Policy purchased under Section 7.01 nor in any other assets of
the Corporation. The Participant’s and Beneficiary’s only interest hereunder shall be the right to receive the benefits provided under the Plan. Nothing in this Plan shall be construed as the creation by the Corporation of an escrow
account or trust fund or as any other form of asset segregation, it being the intention and understanding of the parties that the Corporation’s obligations under this Plan shall be unfunded and that the Participant and any Beneficiary shall, as
to claims under this Plan, be no more than a general creditor of the Corporation. 
  
 Termination and Amendment 
  
 Termination and Amendment. The Board of Directors of the Corporation reserves in its sole and exclusive discretion the right at any time, and from time to time, to
amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant, Beneficiary, or Secondary Beneficiary, provided, however, that neither termination nor any amendment of the Plan may, without
written approval of a Participant, reduce or terminate any benefit to or in respect of a Participant under this Plan. 
  
 Miscellaneous Provisions 
  
 Nonalienation of Benefits. No benefits payable hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such benefits
shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same provided, however, that nothing herein shall be deemed to affect the rights of the Participant’s Beneficiary (or
Secondary Beneficiary) to appoint the same by his or her Last Will and Testament. 
  
 Withholding. Deferrals by a Participant under this Plan and payments made by the Corporation under this Plan shall be subject to withholding at the time of such deferral or payment, as shall be required under any income tax or other
law, whether of the United States or any other jurisdiction. 







 Gender and Number. The masculine pronoun wherever used herein shall include the feminine gender and the feminine
the masculine, and the singular number as used herein shall include the plural and the plural the singular, unless the context clearly indicates a different meaning. 
  
 Titles and Headings. The titles to Articles and headings of Sections or subsections of this Plan are for convenience of reference
and, in case of any conflict, the text of the Plan, rather than titles and headings, shall control. 
  
 Governing Law. The validity, construction and effect of the provisions of this Plan in all respects shall be governed and regulated according to and by the laws of the Commonwealth of Virginia and to the extent
the laws of the Commonwealth of Virginia are superseded by the laws of the United States of America. 
  
 Separability Clause. The invalidity or unenforceability of any provision of this Plan shall in no way affect the validity or enforceability of any other provision.