Exhibit 10.3


Virginia Commerce Bank


Executive and Director Deferred Compensation Plan


Master Plan Document


Effective January 1, 2007
















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Selection, Enrollment, Eligibility

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Selection by Committee

  	
   

  	
  6

  
	
  2.2

  	
   

  	
  Enrollment and Eligibility Requirements;
  Commencement of Participation

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Deferral Commitments/Company Contribution
  Amounts/Company Restoration Matching Amounts /Vesting/Crediting/Taxes

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Minimum Deferrals

  	
   

  	
  7

  
	
  3.2

  	
   

  	
  Maximum Deferral

  	
   

  	
  7

  
	
  3.3

  	
   

  	
  Election to Defer; Effect of Election Form

  	
   

  	
  8

  
	
  3.4

  	
   

  	
  Withholding and Crediting of Annual Deferral
  Amounts

  	
   

  	
  9

  
	
  3.5

  	
   

  	
  Company Contribution Amount

  	
   

  	
  9

  
	
  3.6

  	
   

  	
  Company Restoration Matching Amount

  	
   

  	
  9

  
	
  3.7

  	
   

  	
  Crediting of Amounts after Benefit Distribution

  	
   

  	
  10

  
	
  3.8

  	
   

  	
  Vesting

  	
   

  	
  10

  
	
  3.9

  	
   

  	
  Crediting/Debiting of Account Balances

  	
   

  	
  11

  
	
  3.10

  	
   

  	
  FICA and Other Taxes

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Scheduled Distribution; Unforeseeable
  Emergencies

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Scheduled Distribution

  	
   

  	
  13

  
	
  4.2

  	
   

  	
  Postponing Scheduled Distributions

  	
   

  	
  13

  
	
  4.3

  	
   

  	
  Other Benefits Take Precedence Over Scheduled
  Distributions

  	
   

  	
  13

  
	
  4.4

  	
   

  	
  Unforeseeable Emergencies

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  Change In Control Benefit

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Change in Control Benefit

  	
   

  	
  14

  
	
  5.2

  	
   

  	
  Payment of Change in Control Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Retirement Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Retirement Benefit

  	
   

  	
  15

  
	
  6.2

  	
   

  	
  Payment of Retirement Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  Termination Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Termination Benefit

  	
   

  	
  16

  
	
  7.2

  	
   

  	
  Payment of Termination Benefit

  	
   

  	
  16

  



 



 i
 









 


	
  ARTICLE 8

  	
   

  	
  Disability Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Disability Benefit

  	
   

  	
  16

  
	
  8.2

  	
   

  	
  Payment of Disability Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  Death Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Death Benefit

  	
   

  	
  16

  
	
  9.2

  	
   

  	
  Payment of Death Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Beneficiary Designation

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Beneficiary

  	
   

  	
  16

  
	
  10.2

  	
   

  	
  Beneficiary Designation; Change; Spousal Consent

  	
   

  	
  17

  
	
  10.3

  	
   

  	
  Acknowledgement

  	
   

  	
  17

  
	
  10.4

  	
   

  	
  No Beneficiary Designation

  	
   

  	
  17

  
	
  10.5

  	
   

  	
  Doubt as to Beneficiary

  	
   

  	
  17

  
	
  10.6

  	
   

  	
  Discharge of Obligations

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Leave of Absence

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Paid Leave of Absence

  	
   

  	
  17

  
	
  11.2

  	
   

  	
  Unpaid Leave of Absence

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Termination of Plan, Amendment or Modification

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Termination of Plan

  	
   

  	
  18

  
	
  12.2

  	
   

  	
  Amendment

  	
   

  	
  18

  
	
  12.3

  	
   

  	
  Plan Agreement

  	
   

  	
  19

  
	
  12.4

  	
   

  	
  Effect of Payment

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  Administration

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Committee Duties

  	
   

  	
  19

  
	
  13.2

  	
   

  	
  Administration Upon Change In Control

  	
   

  	
  19

  
	
  13.3

  	
   

  	
  Agents

  	
   

  	
  20

  
	
  13.4

  	
   

  	
  Binding Effect of Decisions

  	
   

  	
  20

  
	
  13.5

  	
   

  	
  Indemnity of Committee

  	
   

  	
  20

  
	
  13.6

  	
   

  	
  Employer Information

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  Other Benefits and Agreements

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Coordination with Other Benefits

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
   

  	
  Claims Procedures

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Presentation of Claim

  	
   

  	
  20

  



 



 ii
 









 


	
  15.2

  	
   

  	
  Notification of Decision

  	
   

  	
  21

  
	
  15.3

  	
   

  	
  Review of a Denied Claim

  	
   

  	
  21

  
	
  15.4

  	
   

  	
  Decision on Review

  	
   

  	
  21

  
	
  15.5

  	
   

  	
  Legal Action

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
   

  	
  Trust

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
   

  	
  Establishment of the Trust

  	
   

  	
  22

  
	
  16.2

  	
   

  	
  Interrelationship of the Plan and the Trust

  	
   

  	
  22

  
	
  16.3

  	
   

  	
  Distributions From the Trust

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  Miscellaneous

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Status of Plan

  	
   

  	
  22

  
	
  17.2

  	
   

  	
  Unsecured General Creditor

  	
   

  	
  23

  
	
  17.3

  	
   

  	
  Employer’s Liability

  	
   

  	
  23

  
	
  17.4

  	
   

  	
  Nonassignability

  	
   

  	
  23

  
	
  17.5

  	
   

  	
  Not a Contract of Employment

  	
   

  	
  23

  
	
  17.6

  	
   

  	
  Furnishing Information

  	
   

  	
  23

  
	
  17.7

  	
   

  	
  Terms

  	
   

  	
  23

  
	
  17.8

  	
   

  	
  Captions

  	
   

  	
  23

  
	
  17.9

  	
   

  	
  Governing Law

  	
   

  	
  23

  
	
  17.10

  	
   

  	
  Notice

  	
   

  	
  24

  
	
  17.11

  	
   

  	
  Successors

  	
   

  	
  24

  
	
  17.12

  	
   

  	
  Spouse’s Interest

  	
   

  	
  24

  
	
  17.13

  	
   

  	
  Validity

  	
   

  	
  24

  
	
  17.14

  	
   

  	
  Incompetent

  	
   

  	
  24

  
	
  17.15

  	
   

  	
  Court Order

  	
   

  	
  24

  
	
  17.16

  	
   

  	
  Distribution in the Event of Income Inclusion
  Under 409A

  	
   

  	
  25

  
	
  17.17

  	
   

  	
  Deduction Limitation on Benefit Payments

  	
   

  	
  25

  
	
  17.18

  	
   

  	
  Insurance

  	
   

  	
  25

  



 



 iii















VIRGINIA COMMERCE BANK


EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN


Effective January 1, 2007


Purpose


The purpose of this Plan is to provide specified
benefits to Directors and a select group of management or highly compensated
Employees who contribute materially to the continued growth, development and
future business success of Virginia Commerce Bank, a Virginia banking
corporation, and its subsidiaries and Affiliates, if any, that sponsor this
Plan.  This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.


This Plan is intended to comply with all applicable
law, including Code Section 409A and related Treasury guidance and Regulations,
and shall be operated and interpreted in accordance with this intention.


ARTICLE 1

Definitions


For the purposes of this Plan, unless otherwise
clearly apparent from the context, the following phrases or terms shall have
the following indicated meanings:


1.1                                 “Account
Balance” shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of (i) the Deferral Account balance, (ii) the
Company Contribution Account balance, and (iii) the Company Restoration
Matching Account balance. The Account Balance shall be a bookkeeping entry only
and shall be utilized solely as a device for the measurement and determination
of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.


1.2                                 “Affiliate”
or “Affiliates” shall mean a group of entities, including the Company, which
constitutes a controlled group of corporations (as defined in section 414(b) of
the Code), a group of trades or businesses (whether or not incorporated) under
common control (as defined in section 414(c) of the Code), and members of an
affiliated service group (within the meaning of section 414(m) of the Code).


1.3                                 “Annual
Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus,
Commissions, Director Fees and LTIP Amounts that a Participant defers in
accordance with Article 3 for any one Plan Year, without regard to whether
such amounts are withheld and credited during such Plan Year.  In the event of a Participant’s Retirement,
Disability, death or Termination of Employment prior to the end of a Plan Year,
such year’s Annual Deferral Amount shall be the actual amount withheld prior to
such event.


1.4                                 “Annual
Installment Method” shall be an annual installment payment over the number of
years selected by the Participant  in
accordance with this Plan, calculated as follows: (i) for the first annual
installment, the Participant’s vested Account Balance shall be calculated as of
the close of business on or around  the Participant’s Benefit Distribution Date,
as determined by the Committee in its sole discretion,  and (ii) for remaining annual installments,
the Participant’s vested Account Balance shall be calculated on every
anniversary of such calculation date, as



 1
 









applicable.  Each annual
installment shall be calculated by multiplying this balance by a fraction, the
numerator of which is one and the denominator of which is the remaining number
of annual payments due the Participant. 
By way of example, if the Participant elects a ten (10) year Annual
Installment Method for the Retirement Benefit, the first payment shall be 1/10
of the vested Account Balance, calculated as described in this definition.  The following year, the payment shall be 1/9
of the vested Account Balance, calculated as described in this definition.


1.5                                 “Base
Salary” shall mean the annual cash compensation relating to services performed
during any calendar year, excluding distributions from nonqualified deferred
compensation plans, bonuses, commissions, overtime, fringe benefits, stock
options, relocation expenses, incentive payments, non-monetary awards, director
fees and other fees, and automobile and other allowances paid to a Participant
for employment services rendered (whether or not such allowances are included
in the Employee’s gross income).  Base
Salary shall be calculated before reduction for compensation voluntarily deferred
or contributed by the Participant pursuant to all qualified or nonqualified
plans of any Employer and shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125, 402(e)(3),
402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the
extent that had there been no such plan, the amount would have been payable in
cash to the Employee.


1.6                                 “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under
this Plan upon the death of a Participant.


1.7                                 “Beneficiary
Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.


1.8                                 “Benefit
Distribution Date” shall mean the date that triggers distribution of a
Participant’s vested Account Balance.  A
Participant’s Benefit Distribution Date shall be determined upon the occurrence
of any one of the following:


(a)                                  If
the Participant Retires, his or her Benefit Distribution Date shall be the last day of the six-month period
immediately following  the date on
which the Participant Retires; provided, however, in the event
the Participant changes his or her Retirement Benefit election in accordance
with Section 6.2(b), his or her Benefit Distribution Date shall be postponed in
accordance with Section 6.2(b);


(b)                                 If
the Participant experiences a Termination of Employment, his or her Benefit
Distribution Date shall be the last
day of the six-month period immediately following the date on which the
Participant experiences a Termination of Employment;


(c)                                  The
date on which the Committee is provided with proof that is satisfactory to the
Committee of the Participant’s death, if the Participant dies prior to the
complete distribution of his or her vested Account Balance; or


(d)                                 The
date on which the Participant becomes Disabled; or


(e)                                  The date on which the Company experiences a
Change in Control, as determined by the Committee in its sole discretion, if
(i) the Participant has elected to receive a Change in



 2
 









Control Benefit, as set forth in Section 5.1
below, and (ii) if a Change in Control occurs prior to the Participant’s
Termination of Employment, Retirement, death or Disability.


1.9                                 “Board”
shall mean the board of directors of the Company.


1.10                           “Bonus”
shall mean any compensation, in addition to Base Salary, Commissions and LTIP
Amounts, earned by a Participant for services rendered during a Plan Year,
under any Employer’s annual bonus and cash incentive plans.


1.11                           “Change
in Control” shall mean any “change in control event” as defined in accordance
with Code Section 409A and related Treasury guidance and Regulations.


1.12                           “Change in Control Benefit” shall have the
meaning set forth in Article 5.


1.13                           “Claimant”
shall have the meaning set forth in Section 15.1.


1.14                           “Code”
shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time.


1.15                           “Commissions”
shall mean the cash commissions earned by a Participant from any Employer for
services rendered during a Plan Year, excluding Bonus, LTIP Amounts or other
additional incentives or awards earned by the Participant.


1.16                           “Committee”
shall mean the committee described in Article 13.


1.17                           “Company”
shall mean Virginia Commerce Bank, a Virginia banking corporation, and any
successor to all or substantially all of the Company’s assets or business.


1.18                           “Company
Contribution Account” shall mean (i) the sum of the Participant’s Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s
Company Contribution Account in accordance with this Plan, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Company Contribution Account.


1.19                           “Company
Contribution Amount” shall mean, for any one Plan Year, the amount determined
in accordance with Section 3.5.


1.20                           “Company
Restoration Matching Account” shall mean (i) the sum of all of a Participant’s
Company Restoration Matching Amounts, plus (ii) amounts credited or debited to
the Participant’s Company Restoration Matching Account in accordance with this
Plan, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Company
Restoration Matching Account.


1.21                           “Company
Restoration Matching Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.


1.22                           “Death
Benefit” shall mean the benefit set forth in Article 9.


1.23                           “Deferral
Account” shall mean (i) the sum of all of a Participant’s Annual Deferral
Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral
Account in accordance with this Plan, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to his
or her Deferral Account.


1.24                           “Director”
shall mean any member of the board of directors of any Employer.



 3
 









1.25                           “Director
Fees” shall mean the annual fees earned by a Director from any Employer,
including retainer fees and meetings fees, as compensation for serving on the
board of directors.


1.26                           “Disability”
or “Disabled” shall mean that a Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident or health plan covering employees
of the Participant’s Employer.  For
purposes of this Plan, a Participant shall be deemed Disabled if determined to
be totally disabled by the Social Security Administration, or if determined to
be disabled in accordance with the applicable disability insurance program of
such Participant’s Employer, provided that the definition of “disability”
applied under such disability insurance program complies with the requirements
in the preceding sentence.


1.27                           “Disability
Benefit” shall mean the benefit set forth in Article 8.


1.28                           “Election
Form” shall mean the form, which may be in electronic format, established from
time to time by the Committee that a Participant completes, signs and returns
to the Committee to make an election under the Plan.


1.29                           “Employee”
shall mean a person who is an employee of any Employer.


1.30                           “Employer(s)”
shall mean the Company and/or any of its subsidiaries or Affiliates (now in existence
or hereafter formed or acquired) that have been selected by the Board to
participate in the Plan and have adopted the Plan as a sponsor.


1.31                           “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.


1.32                           “401(k)
Plan” shall mean, with respect to an Employer, a plan qualified under Code
Section 401(a) that contains a cash or deferral arrangement described in Code
Section 401(k), adopted by the Employer, as it may be amended from time to
time, or any successor thereto.


1.33                           “LTIP
Amounts” shall mean any portion of the compensation attributable to a Plan Year
that is earned by a Participant as an Employee under any Employer’s long-term
incentive plan or any other long-term incentive arrangement designated by the
Committee.


1.34                           “Participant”
shall mean any Employee or Director (i) who is selected to participate in
the Plan, (ii) who submits an executed Plan Agreement, Election Form and
Beneficiary Designation Form, which are accepted by the Committee, and (iii)
whose Plan Agreement has not terminated.


1.35                           “Plan”
shall mean the Virginia Commerce Bank Executive and Director Deferred
Compensation Plan, which shall be evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to time.


1.36                           “Plan
Agreement” shall mean a written agreement, as may be amended from time to time,
which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Participant’s Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan



 4
 









Agreement bearing the latest date of acceptance by the Employer shall
supersede all previous Plan Agreements in their entirety and shall govern such
entitlement.  The terms of any Plan
Agreement may be different for any Participant, and any Plan Agreement may
provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Employer and the
Participant.


1.37                           “Plan
Year” shall mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year.


1.38                           “Retirement,”
“Retire(s)” or “Retired” shall mean, with respect to an Employee, the
separation from service with all Employers, as determined in accordance with
Code Section 409A and related Treasury guidance and Regulations, for any reason
other than death or Disability, on or after the attainment of any one of the
following:


(a)                                  age
sixty-five (65);


(b)                                 age
fifty-five (55) with five (5) Years of Service; or


(c)                                  twenty
(20) Years of Service;


and shall mean with respect to a Director who is not an Employee,
separation from service as a Director with all Employers, as determined in
accordance with Code Section 409A and related Treasury guidance and
Regulations.  If a Participant is both an
Employee and a Director, Retirement shall not occur until he or she Retires as
both an Employee and a Director.


1.39                           “Retirement
Benefit” shall mean the benefit set forth in Article 6.


1.40                           “Scheduled
Distribution” shall mean the distribution set forth in Section 4.1.


1.41                           “Terminate
the Plan,” “Termination of the Plan” shall mean a determination by an Employer’s
board of directors that (i) all of its Participants shall no longer be eligible
to participate in the Plan, (ii) no new deferral elections for such
Participants shall be permitted, and (iii) such Participants shall no longer be
eligible to receive company contributions under this Plan.


1.42                           “Termination
Benefit” shall mean the benefit set forth in Article 7.


1.43                           “Termination
of Employment” shall mean the separation from service with all Employers,
voluntarily or involun­tarily, for any reason other than Retirement, Disability
or death, as determined in accordance with Code Section 409A and related
Treasury guidance and Regulations.  If a
Participant is both an Employee and a Director, a Termination of Employment
shall occur only upon the termination of the last position held.


1.44                           “Trust”
shall mean one or more trusts established by the Company in accordance with
Article 16.


1.45                           “Unforeseeable
Emergency” shall mean a severe financial hardship of the Participant or his or
her Beneficiary resulting from (i) an illness or accident of the
Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the
Participant’s or Beneficiary’s dependent (as defined in Code Section 152(a)),
(ii) a loss of the Participant’s or Beneficiary’s property due to
casualty, or (iii) such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant or the Participant’s Beneficiary, all as determined in the sole
discretion of the Committee.



 5
 









1.46                           
“Years of Service” shall mean the total number of full years in which a
Participant has been employed by one or more Employers.  For purposes of this definition, a year of
employment shall be a 365 day period (or 366 day period in the case of a leap
year) that, for the first year of employment, commences on the Employee’s date
of hiring and that, for any subsequent year, commences on an anniversary of
that hiring date.  The Committee shall
make a determination as to whether any partial year of employment shall be
counted as a Year of Service.


ARTICLE 2

Selection, Enrollment, Eligibility


2.1                                 Selection by Committee.  Participation in the Plan shall be limited to
Directors and, as determined by the Committee in its sole discretion, a select
group of management or highly compensated Employees.  From that group, the Committee shall select,
in its sole discretion, those individuals who may actually participate in this
Plan.


2.2                                 Enrollment and Eligibility Requirements;
Commencement of Participation.


(a)                                  As
a condition to participation, each Director or selected Employee who is
eligible to participate in the Plan effective as of the first day of a Plan
Year shall complete, execute and return to the Committee a Plan Agreement, an
Election Form and a Beneficiary Designation Form, prior to the first day of
such Plan Year, or such other earlier deadline as may be established by the
Committee in its sole discretion.  In
addition, the Committee shall establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are necessary.


(b)                                 A
Director or selected Employee who first becomes eligible to participate in this
Plan after the first day of a Plan Year must complete, execute and return to
the Committee a Plan Agreement, an Election Form, and a Beneficiary Designation
Form within thirty (30) days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as may be
established by the Committee, in its sole discretion, in order to participate
for that Plan Year.  In such event, such
person’s participation in this Plan shall not commence earlier than the date
determined by the Committee pursuant to Section 2.2(c) and such person shall
not be permitted to defer under this Plan any portion of his or her Base
Salary, Bonus, LTIP Amounts, Commissions and/or Director Fees that are paid
with respect to services performed prior to his or her participation
commencement date, except to the extent permissible under Code Section 409A and
related Treasury guidance or Regulations.


(c)                                  Each
Director or selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines,
in its sole discretion, that the Director or Employee has met all enrollment
requirements set forth in this Plan and required by the Committee, including
returning all required documents to the Committee within the specified time
period.  Notwithstanding the foregoing, the
Committee shall process such Participant’s deferral election as soon as
administratively practicable after such deferral election is submitted to and
accepted by the Committee.



 6
 









(d)                                 If
a Director or an Employee fails to meet all requirements contained in this
Section 2.2 within the period required, that Director or Employee shall not be
eligible to participate in the Plan during such Plan Year.


ARTICLE 3

Deferral Commitments/Company Contribution Amounts/


Company Restoration Matching Amounts/ Vesting/Crediting/Taxes


3.1                                 Minimum Deferrals.


(a)                                  Annual Deferral Amount.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary, Bonus,
Commissions, LTIP Amounts and/or Director Fees in the following minimum amounts
for each deferral elected: 


	
  Deferral

  	
   

  	
  Minimum Amount

  	
   

  
	
  Base Salary,
  Bonus, Commissions and/or LTIP Amounts

  	
   

  	
  $

  	
  5,000

  	
  agrregate

  
	
  Director Fees

  	
   

  	
  $

  	
  5,000

  	
   

  



If the Committee determines, in its sole discretion,
prior to the beginning of a Plan Year that a Participant has made an election
for less than the stated minimum amounts, or if no election is made, the amount
deferred shall be zero.  If the Committee
determines, in its sole discretion, at any time after the beginning of a Plan
Year that a Participant has deferred less than the stated minimum amounts for
that Plan Year, any amount credited to the Participant’s Account Balance as the
Annual Deferral Amount for that Plan Year shall be distributed to the
Participant within sixty (60) days after the last day of the Plan Year in which
the Committee determination was made.


(b)                                 Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the minimum Annual Deferral Amount
shall be an amount equal to the minimum set forth above, multiplied by a
fraction, the numerator of which is the number of complete months remaining in
the Plan Year and the denominator of which is 12.


3.2                                 Maximum Deferral.


(a)                                  Annual Deferral Amount.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary, Bonus,
Commissions, LTIP Amounts and/or Director Fees up to the following maximum
percentages for each deferral elected: 


	
  Deferral

  	
   

  	
  Maximum Percentage

  	
   

  
	
  Base Salary

  	
   

  	
  80

  	
  %

  
	
  Bonus

  	
   

  	
  80

  	
  %

  
	
  Commissions

  	
   

  	
  80

  	
  %

  
	
  LTIP Amounts

  	
   

  	
  80

  	
  %

  
	
  Director Fees

  	
   

  	
  100

  	
  %

  



 



 7
 









(b)                                 Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year,  the maximum Annual Deferral Amount shall
be limited to the amount of compensation not yet earned by the Participant as
of the date the Participant submits a Plan Agreement and Election Form to the
Committee for acceptance, except to the extent permissible under Code Section
409A and related Treasury guidance or Regulations.  For compensation that is earned based upon a
specified performance period, the Participant’s deferral election will apply to
the portion of such compensation that is equal to (i) the total amount of
compensation for the performance period, multiplied by (ii) a fraction, the
numerator of which is the number of days remaining in the service period after
the Participant’s deferral election is made, and the denominator of which is
the total number of days in the performance period.


3.3                                 Election to Defer; Effect of Election Form.


(a)                                  First Plan Year.  In connection with a Participant’s commence­ment
of participa­tion in the Plan, the Participant shall make an irrevocable
deferral election for the Plan Year in which the Participant commences
participation in the Plan, along with such other elections as the Committee
deems necessary or desirable under the Plan. 
For these elections to be valid, the Election Form must be completed and
signed by the Participant, timely delivered to the Committee (in accordance
with Section 2.2 above) and accepted by the Committee.


(b)                                 General Timing Rule for Deferral Elections in
Subsequent Plan Years. 
For each succeeding Plan Year and as permitted by the Committee, a Participant
may elect to defer Base Salary, Bonus, Commissions, Director Fees and/or LTIP
Amounts, and make such other elections as the Committee deems necessary or
desirable under the Plan by timely delivering a new Election Form to the
Committee, in accordance with its rules and procedures, before the December 31st preceding the Plan Year in which such
compensation is earned, or before such other deadline established by the
Committee in accordance with the requirements of Code Section 409A and related
Treasury guidance or Regulations.


Any deferral election(s) made in accordance with this Section 3.3(b)
shall be irrevocable; provided, however, that if the Committee requires
Participants to make a deferral election for “performance-based compensation”
by the deadline(s) described above, it may, in its sole discretion, and in
accordance with Code Section 409A and related Treasury guidance or Regulations,
permit a Participant to subsequently change his or her deferral election for
such compensation by submitting an Election Form to the Committee no later than
the deadline established by the Committee pursuant to Section 3.3(c) below.


(c)                                  Performance-Based Compensation. Notwithstanding
the foregoing, the Committee may, in its sole discretion, determine that an
irrevocable deferral election pertaining to “performance-based compensation”
based on services performed over a period of at least twelve (12) months, may
be made by timely delivering an Election Form to the Committee, in accordance
with its rules and procedures, no later than six (6) months before the end of
the performance service period.  “Performance-based
compensation” shall be compensation, the payment or amount of which is
contingent on pre-established organizational or individual performance
criteria, which satisfies the requirements of



 8
 









Code Section 409A and related Treasury guidance or Regulations.  In order to be eligible to make a deferral
election for performance-based compensation, a Participant must perform
services continuously from a date no later than the date upon which the
performance criteria for such compensation are established through the date
upon which the Participant makes a deferral election for such
compensation.  In no event shall an
election to defer performance-based compensation be permitted after such
compensation has become both substantially certain to be paid and readily
ascertainable.


(d)                                 Compensation Subject to Risk of Forfeiture.  With respect to compensation (i) to which a
Participant has a legally binding right to payment in a subsequent year, and
(ii) that is subject to a forfeiture condition requiring the Participant’s
continued services for a period of at least twelve (12) months from the date
the Participant obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable deferral election for such
compensation may be made by timely delivering an Election Form to the Committee
in accordance with its rules and procedures, no later than the 30th day after
the Participant obtains the legally binding right to the compensation, provided
that the election is made at least twelve (12) months in advance of the
earliest date at which the forfeiture condition could lapse.


3.4                                 Withholding and Crediting of Annual Deferral
Amounts.  For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Salary payroll in equal amounts, as adjusted
from time to time for increases and decreases in Base Salary.  The Bonus, Commissions, LTIP Amounts and/or
Director Fees portion of the Annual Deferral Amount shall be withheld at the
time the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise
would be paid to the Participant, whether or not this occurs during the Plan
Year itself.  Annual Deferral Amounts
shall be credited to a Participant’s Deferral Account at the time such amounts
would otherwise have been paid to the Participant.


3.5                                 Company Contribution Amount.


(a)                                  For
each Plan Year, an Employer may be required to credit amounts to a Participant’s
Company Contribution Account in accordance with employment or other agreements
entered into between the Participant and the Employer.  Such amounts shall be credited on the date or
dates prescribed by such agreements.


(b)                                 For
each Plan Year, an Employer, in its sole discretion, may, but is not required
to, credit any amount it desires to any Participant’s Company Contribution
Account under this Plan, which amount shall be for that Participant the Company
Contribution Amount for that Plan Year. 
The amount so credited to a Participant may be smaller or larger than
the amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other
Participants receive a Company Contribution Amount for that Plan Year.  The Company Contribution Amount described in
this Section 3.5(b), if any, shall be credited on a date or dates to be
determined by the Committee, in its sole discretion.


3.6                                 Company Restoration Matching Amount.  A Participant’s Company Restoration Matching
Amount for any Plan Year shall be an amount determined by the Committee, in its
sole discretion, to make up for certain limits applicable to the 401(k) Plan or other
qualified plan for



 9
 









such
Plan Year, as identified by the Committee, or for such other purposes as
determined by the Committee in its sole discretion.  The amount so credited to a Participant under
this Plan for any Plan Year (i) may be smaller or larger than the amount
credited to any other Participant, and (ii) may differ from the amount credited
to such Participant in the preceding Plan Year. The Participant’s Company
Restoration Matching Amount, if any, shall be credited on a date or dates to be
determined by the Committee, in its sole discretion.


3.7                                 Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to
the contrary, should the complete distribution of a Participant’s vested
Account Balance occur prior to the date on which any portion of (i) the Annual
Deferral Amount that a Participant has elected to defer in accordance with
Section 3.3, (ii) the Company Contribution Amount, or (iii) the Company
Restoration Matching Amount, would otherwise be credited to the Participant’s
Account Balance, such amounts shall not be credited to the Participant’s
Account Balance, but shall be paid to the Participant in a manner determined by
the Committee, in its sole discretion.


3.8                                 Vesting.


(a)                                  A
Participant shall at all times be 100% vested in his or her Deferral Account.


(b)                                 A
Participant shall be vested in his or her Company Contribution Account in
accordance with the vesting schedule(s) set forth in his or her Plan Agreement,
employment agreement or any other agreement entered into between the
Participant and his or her Employer.  If
not addressed in such agreements, a Participant shall vest in his or her
Company Contribution Account in accordance with the vesting schedule(s)
declared by the Committee, in its sole discretion.


(c)                                  A
Participant shall be vested in his or her Company Restoration Matching Account
only to the extent that the Participant would be vested in such amounts under
the provisions of the 401(k) Plan, as determined by the Committee in its sole
discretion.


(d)                                 Notwithstanding
anything to the contrary contained in this Section 3.8, in the event of a Change in Control, or upon a Participant’s
Retirement, death while employed by an Employer, or Disability, a
Participant’s Company Contribution Account and Company Restoration Matching
Account shall immediately become 100% vested (if not already vested in
accordance with the above vesting schedules).


(e)                                  Notwithstanding subsection 3.8(d) above, the
vesting schedule for a Participant’s Company Contribution Account and Company
Restoration Matching Account shall not be accelerated upon a Change in Control
to the extent that the Committee determines that such acceleration would cause
the deduction limitations of Section 280G of the Code to become effective.  In the event that all of a Participant’s
Company Contribution Account and/or Company Restoration Matching Account is not
vested pursuant to such a determination, the Participant may request
independent verification of the Committee’s calculations with respect to the
application of Section 280G.  In such
case, the Committee must provide to the Participant within ninety (90) days of
such a request an opinion from a nationally recognized accounting firm selected
by the Participant (the “Accounting Firm”). 
The opinion shall state the Accounting Firm’s opinion that any limitation
in the vested percentage hereunder is necessary to avoid the limits of Section
280G and contain supporting calculations. 
The cost of such opinion shall be paid for by the Company.



 10
 









(f)                                    Section 3.8(e) shall not prevent the
acceleration of the vesting schedule applicable to a Participant’s Company
Contribution Account and/or Company Restoration Matching Account if such
Participant is entitled to a “gross-up” payment, to eliminate the effect of the
Code section 4999 excise tax, pursuant to his or her employment agreement or
other agreement entered into between such Participant and the Employer.


3.9                                 Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules
and procedures that are established from time to time by the Committee, in its
sole discretion, amounts shall be credited or debited to a Participant’s
Account Balance in accordance with the following rules:


(a)                                  Measurement Funds.  The Participant may elect one or more of the
measurement funds selected by the Committee, in its sole discretion, which are
based on certain mutual funds (the “Measurement Funds”), for the purpose of
crediting or debiting additional amounts to his or her Account Balance.  As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund.  Each such action will take effect as of the
first day of the first calendar quarter that begins at least thirty (30) days
after the day on which the Committee gives Participants advance written notice
of such change.


(b)                                 Election of Measurement Funds.  A Participant, in connection with his or her
initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election Form, one or more Measurement Fund(s) (as described in Section
3.9(a) above) to be used to determine the amounts to be credited or debited to
his or her Account Balance.  If a
Participant does not elect any of the Measurement Funds as described in the
previous sentence, the Participant’s Account Balance shall automatically be
allocated into the lowest-risk Measurement Fund, as determined by the
Committee, in its sole discretion.  The
Participant may (but is not required to) elect, by submitting an Election Form
to the Committee that is accepted by the Committee, to add or delete one or more
Measurement Fund(s) to be used to determine the amounts to be credited or
debited to his or her Account Balance, or to change the portion of his or her
Account Balance allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with the
previous sentence, it shall apply as of the first business day deemed
reasonably practicable by the Committee, in its sole discretion, and shall
continue thereafter for each subsequent day in which the Participant
participates in the Plan, unless changed in accordance with the previous
sentence.  Notwithstanding the foregoing,
the Committee, in its sole discretion, may impose limitations on the frequency
with which one or more of the Measurement Funds elected in accordance with this
Section may be added or deleted by such Participant; furthermore, the
Committee, in its sole discretion, may impose limitations on the frequency with
which the Participant may change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund.


(c)                                  Proportionate Allocation.  In making any election described in Section
3.9(b) above, the Participant shall specify on the Election Form, in increments
of one percent (1%), the percentage of his or her Account Balance or
Measurement Fund, as applicable, to be allocated/reallocated.


(d)                                 Crediting or Debiting Method.  The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the
manner in which



 11
 









such Participant’s Account Balance has been
hypothetically allocated among the Measurement Funds by the Participant.


(e)                                  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation of his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall  not be considered or
construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund.  In the
event that the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of the investments
on which the Measurement Funds are based, no Participant shall have any rights
in or to such investments themselves. 
Without limiting the foregoing, a Participant’s Account Balance shall at
all times be a bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company or the Trust; the Participant shall at
all times remain an unsecured creditor of the Company.


3.10                           FICA and Other Taxes.


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Salary,
Bonus, Commissions and/or LTIP Amounts that is not being deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.10.


(b)                                 Company Restoration Matching Account and Company
Contribution Account. 
When a Participant becomes vested in a portion of his or her Company
Restoration Matching Account and/or Company Contribution Account, the
Participant’s Employer(s) shall withhold from that portion of the Participant’s
Base Salary, Bonus, Commissions and/or LTIP Amounts that is not deferred, in a
manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such Company Restoration Matching Amount and/or Company
Contribution Amount.  If necessary, the
Committee may reduce the vested portion of the Participant’s Company
Restoration Matching Account or Company Contribution Account, as applicable, in
order to comply with this Section 3.10.


(c)                                  Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.



 12
 









ARTICLE 4

 Scheduled Distribution; Unforeseeable
Emergencies 


4.1                                 Scheduled Distribution.  In connection with each election to defer an
Annual Deferral Amount, a Participant may irrevocably elect to receive a
Scheduled Distribution, in the form of a lump sum payment, from the Plan with
respect to all or a portion of the Annual Deferral Amount.  The Scheduled Distribution shall be a lump
sum payment in an amount that is equal to the portion of the Annual Deferral
Amount the Participant elected to have distributed as a Scheduled Distribution,
plus amounts credited or debited in the manner provided in Section 3.9
above on that amount, calculated as of the close of business on or around the
date on which the Scheduled Distribution becomes payable, as determined by the
Committee in its sole discretion. 
Subject to the other terms and conditions of this Plan, each Scheduled
Distribution elected shall be paid out during a sixty (60) day period
commencing immediately after the first day of any Plan Year designated by the
Participant (the “Scheduled Distribution Date”).  The Plan Year designated by the Participant must
be at least three (3) Plan Years after the end of the Plan Year to which the
Participant’s deferral election described in Section 3.3 relates, unless
otherwise provided on an Election Form approved by the Committee in its sole
discretion.  By way of example, if a
Scheduled Distribution is elected for Annual Deferral Amounts that are earned
in the Plan Year commencing January 1, 2007, the earliest Scheduled
Distribution Date that may be designated by a Participant would be January 1,
2011, and the Scheduled Distribution would become payable during the sixty (60)
day period commencing immediately after such Scheduled Distribution Date.


4.2                                 Postponing Scheduled Distributions. A
Participant may elect to
postpone a Scheduled Distribution described in Section 4.1 above, and have such
amount paid out during a sixty (60) day period commencing immediately after an
allowable alternative distribution date designated by the Participant in
accordance with this Section 4.2.  In order
to make this election, the Participant must submit a new Scheduled Distribution
Election Form to the Committee in accordance with the following criteria:


(a)                                  Such
Scheduled Distribution Election Form must be submitted to and accepted by the
Committee in its sole discretion at least twelve (12) months prior to the
Participant’s previously designated Scheduled
Distribution Date;


(b)                                 The
new Scheduled Distribution Date selected by the Participant must be the first
day of a Plan Year, and must be at least five years after the previously designated Scheduled Distribution
Date; and


(c)                                  The election of the new Scheduled
Distribution Date shall have no effect until at least twelve (12) months after
the date on which the election is made.


4.3                                 Other Benefits Take Precedence Over Scheduled
Distributions.  Should a
Benefit Distribution Date occur that triggers a benefit under Articles 5, 6, 7,
8 or 9, any Annual Deferral Amount that is subject to a Scheduled Distribution
election under Section 4.1 shall not be paid in accordance with Section 4.1,
but shall be paid in accordance with the other applicable Article.
Notwithstanding the foregoing, the Committee shall interpret this Section 4.3
in a manner that is consistent with Code Section 409A and related Treasury
guidance and Regulations.



 13
 









4.4                                 Unforeseeable Emergencies.


(a)                                  If the Participant experiences an
Unforeseeable Emergency, the Participant may petition the Committee to receive
a partial or full payout from the Plan, subject to the provisions set forth
below.


(b)                                 The
payout, if any, from the Plan shall not exceed the lesser of (i) the
Participant’s vested Account Balance, calculated as of the close of business on
or around the date on which the amount becomes payable, as determined by the
Committee in its sole discretion, or (ii) the amount necessary to satisfy the
Unforeseeable Emergency, plus amounts
necessary to pay Federal, state, or local income taxes or penalties
reasonably anticipated as a result of the distribution.  Notwithstanding the foregoing, a Participant
may not receive a payout from the Plan to the extent that the Unforeseeable
Emergency is or may be relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship or (C) by cessation of deferrals under this Plan.


(c)                                  If
the Committee, in its sole discretion, approves a Participant’s petition for
payout from the Plan, the Participant shall receive a payout from the Plan
within sixty (60) days of the date of such approval, and the Participant’s
deferrals under the Plan shall be terminated as of the date of such approval.


(d)                                 In addition, a Participant’s deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole
discretion, that termination of such Participant’s deferral elections is
required pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant to
obtain a hardship distribution from an Employer’s 401(k) Plan.  If the Committee determines, in its sole
discretion, that a termination of the Participant’s deferrals is required in
accordance with the preceding sentence, the Participant’s deferrals shall be
terminated as soon as administratively practicable following the date on which
such determination is made.


(e)                                  Notwithstanding
the foregoing, the Committee shall interpret all provisions relating to a
payout and/or termination of deferrals under this Section 4.4 in a manner that
is consistent with Code Section 409A and related Treasury guidance and
Regulations.


ARTICLE 5


Change
in Control Benefit 


5.1                                 Change in Control
Benefit.  A Participant, in connection with his
or her commencement of participation in the Plan, shall irrevocably elect on an
Election Form whether to (i) receive a Change in Control Benefit upon the occurrence of a Change in Control,
which shall be equal to the Participant’s vested Account Balance, calculated as
of the close of business on or around the Participant’s Benefit Distribution
Date, as determined by the Committee in its sole discretion, or (ii) to have
his or her Account Balance remain in the Plan upon the occurrence of a Change
in Control and to have his or her Account Balance remain subject to the terms
and conditions of the Plan.  If a
Participant does not make any election with respect to the payment of the
Change in Control Benefit, then such Participant’s Account Balance shall remain
in the Plan upon a Change in Control and shall be subject to the terms and
conditions of the Plan.



 14
 









5.2                                 Payment of Change in
Control Benefit.  The Change in Control Benefit, if any, shall
be paid to the Participant in a lump sum no later than sixty (60) days
after the Participant’s Benefit Distribution Date.  Notwithstanding the foregoing, the Committee
shall interpret all provisions in this Plan relating to a Change in Control
Benefit in a manner that is consistent with Code Section 409A and related Treasury guidance and Regulations.


ARTICLE 6

Retirement Benefit


6.1                                 Retirement Benefit.  A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance, calculated as of the
close of business on or around the Participant’s Benefit Distribution Date, as
determined by the Committee in its sole discretion.


6.2                                 Payment of Retirement Benefit.


(a)                                  A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive the Retirement Benefit in a
lump sum or pursuant to an Annual Installment Method of up to fifteen (15)
years.  If a Participant does not make
any election with respect to the payment of the Retirement Benefit, then such
Participant shall be deemed to have elected to receive the Retirement Benefit
in a lump sum.


(b)                                 A Participant may change the form of payment
of the Retirement Benefit  by submitting
an Election Form to the Committee in accordance with the following criteria:


(i)                                     The election to
modify the Retirement Benefit shall have no effect until at least twelve (12)
months after the date on which the election is made; and


(ii)                                  The first Retirement Benefit payment shall
be delayed at least five (5) years from
the Participant’s originally scheduled Benefit Distribution Date described in Section 1.8(a).


For purposes of applying
the requirements above, the right to receive the Retirement Benefit in
installment payments shall be treated as the entitlement to a single
payment.  The Committee shall interpret
all provisions relating to changing the Retirement Benefit election under this
Section 6.2 in a manner that is consistent with Code Section 409A and related
Treasury guidance or Regulations.


The Election Form most
recently accepted by the Committee that has become effective shall govern the
payout of the Retire­ment Benefit.


(c)                                  The
lump sum payment shall be made, or installment payments shall commence, no
later than sixty (60) days after the Participant’s Benefit Distribution
Date.  Remaining installments, if any,
shall be paid no later than sixty (60) days after each anniversary of the
Participant’s Benefit Distribution Date.



 15
 









ARTICLE 7

Termination Benefit


7.1                                 Termination Benefit.  A Participant who experiences a Termination
of Employment shall receive, as a Termination Benefit, his or her vested
Account Balance, calculated as of the close of business on or around the
Participant’s Benefit Distribution Date, as determined by the Committee in its
sole discretion.


7.2                                 Payment of Termination Benefit.  The Termination Benefit shall be paid to the
Participant in a lump sum payment no later than sixty (60) days after the
Participant’s Benefit Distribution Date.


ARTICLE 8

Disability Benefit


8.1                                 Disability Benefit. Upon a Participant’s Disability, the
Participant shall receive a Disability Benefit, which shall be equal to the
Participant’s vested Account Balance, calculated as of the close of business on
or around the Participant’s Benefit Distribution Date, as selected by the
Committee in its sole discretion.


8.2                                 Payment of Disability Benefit.  The Disability Benefit shall be
paid to the Participant in a lump sum payment no later than sixty (60) days
after the Participant’s Benefit Distribution Date.


ARTICLE 9

Death Benefit


9.1                                 Death Benefit.  The Participant’s Beneficiary(ies) shall
receive a Death Benefit upon the Participant’s death which will be equal to the
Participant’s vested Account Balance, calculated as of the close of business on
or around the Participant’s Benefit Distribution Date, as selected by the
Committee in its sole discretion.


9.2                                 Payment of Death Benefit.  The Death Benefit shall be paid to the
Participant’s Beneficiary(ies) in a lump sum payment no later than sixty (60)
days after the Participant’s Benefit Distribution Date.


ARTICLE 10

Beneficiary Designation


10.1                           Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.



 16
 









10.2                           Beneficiary Designation; Change; Spousal Consent.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time.  If the
Participant names someone other than his or her spouse as a Beneficiary, the
Committee may, in its sole discretion, determine that spousal consent is
required to be provided in a form designated by the Committee, executed by such
Participant’s spouse and returned to the Committee.  Upon the acceptance by the Committee of a new
Beneficiary Designation Form, all Beneficiary designations previously filed
shall be canceled.  The Committee shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.


10.3                           Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.


10.4                           No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficia­ries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


10.5                           Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.


10.6                           Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon such
full payment of benefits.


ARTICLE 11

Leave of Absence


11.1                           Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take a paid leave of absence from the employment of
the Employer, and such leave of absence does not constitute a separation from
service, as determined by the Committee in accordance with Code Section 409A
and related Treasury guidance and Regulations, (i) the Partici­pant shall
continue to be considered eligible for the benefits provided in Articles 4, 5,
6, 7, 8 or 9 in accordance with the provisions of those Articles, and (ii) the
Annual Deferral Amount  shall
continue to be withheld during such paid leave of absence in accordance with
Section 3.3.


11.2                           Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take an unpaid leave of absence from the employ­ment
of the Employer for any reason, and such leave of absence does not constitute a
separation from service, as determined by the Committee in accordance with Code
Section 409A and related Treasury guidance and Regulations, such



 17















Participant shall continue to be eligible for the benefits provided in
Articles 4, 5, 6, 7, 8 or 9 in accordance with the provisions of those
Articles. However, the Participant shall be excused from fulfilling his or her
Annual Deferral Amount commitment that would otherwise have been withheld
during the remainder of the Plan Year in which the unpaid leave of absence is
taken.  During the unpaid leave of
absence, the Participant shall not be allowed to make any additional deferral
elections.  However, if the Participant
returns to employment, the Participant may elect to defer an Annual Deferral
Amount for the Plan Year following his or her return to employment and for
every Plan Year thereafter while a Participant in the Plan, provided such
deferral elections are otherwise allowed and an Election Form is delivered to
and accepted by the Committee for each such election in accordance with
Section 3.3 above.


11.3                         Leaves Resulting in Separation from Service.  In the event that a Participant’s leave of
absence from his or her Employer constitutes a separation from service, as
determined by the Committee in accordance with Code Section 409A and related
Treasury guidance and Regulations, the Participant’s vested Account Balance
shall be distributed to the Participant in accordance with Article 6 or 7 of
this Plan, as applicable.


ARTICLE 12


Termination of Plan, Amendment or Modification


12.1                         Termination of Plan.  Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to Terminate the Plan.  In
the event of a Termination of the Plan, the Measurement Funds available to
Participants following the Termination of the Plan shall be comparable in
number and type to those Measurement Funds available to Participants in the
Plan Year preceding the Plan Year in which the Termination of the Plan is
effective. 
Following a Termination of the Plan, Participant Account
Balances shall remain in the Plan until the Participant becomes eligible for
the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in accordance with the
provisions of those Articles.  The Termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become entitled to
the payment of any benefits under the Plan as of the date of termination.  Notwithstanding the foregoing, to the extent
permissible under Code Section 409A and related Treasury guidance or
Regulations, during the thirty (30)
days preceding or within twelve (12) months following a Change in Control an
Employer shall be permitted to (i) terminate the Plan by action of its
board of directors, and (ii)
distribute the vested Account Balances to Participants in a lump sum no later than twelve (12)
months after the Change in Control, provided that all other substantially
similar arrangements sponsored by such Employer are also terminated and all
balances in such arrangements are distributed within twelve (12) months of the
termination of such arrangements.


12.2                         Amendment.


(a)                                  Any
Employer may, at any time, amend or modify the Plan in whole or in part with
respect to that Employer. 
Notwithstanding the foregoing, (i) no amendment or modification shall be
effective to decrease the value of a Participant’s vested Account Balance in
existence at the time the amendment or modification is made, and (ii) no



 18
 









amendment or modification of this Section 12.2 or Section 13.2 of the
Plan shall be effective.


(b)                                 Notwithstanding
any provision of the Plan to the contrary, in the event that the Company
determines that any provision of the Plan may cause amounts deferred under the
Plan to become immediately taxable to any Participant under Code Section 409A,
and related Treasury guidance or Regulations, the Company may (i) adopt such
amendments to the Plan and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company determines
necessary or appropriate to preserve the intended tax treatment of the Plan
benefits provided by the Plan and/or (ii) take such other actions as the
Company determines necessary or appropriate to comply with the requirements of
Code Section 409A, and related Treasury guidance or Regulations.


12.3                         Plan Agreement.  Despite the provisions of Sections 12.1
and 12.2 above, if a Participant’s Plan Agreement contains benefits or
limitations that are not in this Plan document, the Employer may only amend or
terminate such provisions with the written consent of the Participant.


12.4                         Effect of Payment.  The full payment of the Participant’s vested
Account Balance under Articles 4, 5, 6, 7, 8 or 9 of the Plan shall
completely discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan, and the Participant’s Plan Agreement shall
terminate.


ARTICLE 13

Administration


13.1                         Committee Duties.  Except as otherwise provided in this Article
13, this Plan shall be administered by a Committee, which shall consist of the
Board, or such committee as the Board shall appoint.  Members of the Committee may be Participants
under this Plan.  The Committee shall
also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administra­tion of this
Plan, and (ii) decide or resolve any and all ques­tions, including benefit
entitlement determinations and interpretations of this Plan, as may arise in
connection with the Plan.  Any individual
serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. 
When making a determination or calculation, the Committee shall be
entitled to rely on information furnished by a Participant or the Company.


13.2                         Administration Upon Change In Control.
Within one hundred and twenty (120) days following a Change in Control, the
individuals who comprised the Committee immediately prior to the Change in
Control (whether or not such individuals are members of the Committee following
the Change in Control) may, by written consent of the majority of such
individuals, appoint an independent third party administrator (the “Administrator”)
to perform any or all of the Committee’s duties described in Section 13.1
above, including without limitation, the power to determine any questions
arising in connection with the administration or interpretation of the Plan,
and the power to make benefit entitlement determinations.  Upon and after the effective date of such
appointment, (i) the Company must pay all reasonable administrative expenses
and fees of the Administrator, and (ii) the Administrator may only be
terminated with the written



 19
 









consent of the majority of Participants with an Account Balance in the
Plan as of the date of such proposed termination.


13.3                         Agents. In the administration of
this Plan, the Committee or the Administrator, as applicable, may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative) and may from
time to time consult with counsel.


13.4                         Binding Effect of Decisions.  The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.


13.5                         Indemnity of Committee.  All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee or the Administrator.


13.6                         Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may be,
on all matters relating to the Plan, the Trust, the Participants and their
Beneficiaries, the Account Balances of the Participants, the compensation of
its Participants, the date and circum­stances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Committee or Administrator may reasonably require.


ARTICLE 14

Other Benefits and Agreements


14.1                         Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.


ARTICLE 15

Claims Procedures


15.1                         Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant.  All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.



 20
 









15.2                         Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim.  If the Committee
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the
Claimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  The Committee shall notify the Claimant in
writing:


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


(b)                                 that
the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:


	
  

  	
  (i)

  	
  the specific reason(s) for the denial of the claim,
  or any part of it;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  specific reference(s) to pertinent provisions of the
  Plan upon which such denial was based;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  a description of any additional material or
  information necessary for the Claimant to perfect the claim, and an explanation
  of why such material or information is necessary;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  an explanation of the claim review procedure set
  forth in Section 15.3 below; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  a statement of the Claimant’s right to bring a civil
  action under ERISA Section 502(a) following an adverse benefit determination
  on review.

  



 


15.3                         Review of a Denied Claim.  On or before sixty (60) days after
receiving a notice from the Committee that a claim has been denied, in whole or
in part, a Claimant (or the Claimant’s duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim.  The Claimant (or the Claimant’s
duly authorized representative):


(a)                                  may,
upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claim for benefits;


(b)                                 may
submit written comments or other documents; and/or


(c)                                  may
request a hearing, which the Committee, in its sole discretion, may grant.


15.4                         Decision on Review.  The Committee shall render its decision on
review promptly, and no later than sixty (60) days after the Committee
receives the Claimant’s written request for a review of the denial of the
claim.  If the Committee determines that
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial sixty (60) day period.  In no event shall such extension exceed a period
of sixty (60) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  In rendering its decision, the Committee
shall take into account all comments, documents, records and other information



 21
 









submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.  The decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:


(a)                                  specific
reasons for the decision;


(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was
based;


(c)                                  a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


(d)                                 a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).


15.5                         Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 15 is a mandatory prerequisite to a Claimant’s
right to commence any legal action with respect to any claim for benefits under
this Plan.  


ARTICLE 16

Trust


16.1                         Establishment of the Trust.  In
order to provide assets from which to fulfill its obligations to the
Participants and their Beneficiaries under the Plan, the Company may establish
a trust by a trust agreement with a third party, the trustee, to which each
Employer may, in its discretion, contribute cash or other property, including
securities issued by the Company, to provide for the benefit payments under the
Plan, (the “Trust”).


16.2                         Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain
liable to carry out its obligations under the Plan.


16.3                         Distributions From the Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


ARTICLE 17

Miscellaneous


17.1                         Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that “is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted (i) in a manner consistent with that intent, and (ii) in accordance
with Code Section 409A and related Treasury guidance and Regulations.



 22
 









17.2                         Unsecured General Creditor.  Participants and their Bene­ficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer.  For purposes of the payment of benefits under
this Plan, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


17.3                         Employer’s Liability.  An Employer’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An Employer shall have no obliga­tion to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.


17.4                         Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transfer­able.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


17.5                         Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided in a written employment
agreement.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to inter­fere with the right
of any Employer to discipline or discharge the Participant at any time.


17.6                         Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administra­tion of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.


17.7                         Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.


17.8                         Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


17.9                         Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the
Commonwealth of Virginia without regard to its conflicts of laws principles.



 23
 









17.10                   Notice.  Any notice or filing required or permitted to
be given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below: 


	
  Virginia Commerce Bank

  
	
  Attn: Director of Human Resources

  
	
  14201 Sullyfield Circle

  
	
  Chantilly, Virginia 20151

  



 


Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


17.11                   Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participant’s Employer and its successors and
assigns and the Participant and the Participant’s designated Beneficiaries.


17.12                   Spouse’s Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse’s will, nor shall such
interest pass under the laws of intestate succession.


17.13                   Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


17.14                   Incompetent.  If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


17.15                   Court Order.  The Committee is authorized to comply with
any court order in any action in which the Plan or the Committee has been named
as a party, including any action involving a determination of the rights or
interests in a Participant’s benefits under the Plan.  Notwithstanding the foregoing, the Committee
shall interpret this provision in a manner that is consistent with Code Section
409A and other applicable tax law.  In addition, if necessary to comply with a qualified
domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to
which a court has determined that a spouse or former spouse of a Participant
has an interest in the Participant’s benefits under the Plan, the Committee, in
its sole discretion, shall



 24
 









have the right to immediately distribute the spouse’s
or former spouse’s interest in the Participant’s benefits under the Plan to
such spouse or former spouse.


17.16                   Distribution in the Event of Income Inclusion
Under 409A.  If any
portion of a Participant’s Account Balance under this Plan is required to be
included in income by the Participant prior to receipt due to a failure of this
Plan to meet the requirements of Code Section 409A and related Treasury
guidance or Regulations, the Participant may petition the Committee or
Administrator, as applicable, for a distribution of that portion of his or her
Account Balance that is required to be included in his or her income.  Upon the grant of such a petition, which
grant shall not be unreasonably withheld, the Participant’s Employer shall
distribute to the Participant immediately available funds in an amount equal to
the portion of his or her Account Balance required to be included in income as
a result of the failure of the Plan to meet the requirements of Code Section
409A and related Treasury guidance or Regulations, which amount shall not
exceed the Participant’s unpaid vested Account Balance under the Plan.  If the petition is granted, such distribution
shall be made within ninety (90) days of the date when the Participant’s
petition is granted.  Such a distribution
shall affect and reduce the Participant’s benefits to be paid under this Plan.


17.17                   Deduction Limitation on Benefit Payments.  If an Employer reasonably anticipates that
the Employer’s deduction with respect to any distribution from this Plan would
be limited or eliminated by application of Code Section 162(m), then to the
extent deemed necessary by the Employer to ensure that the entire amount of any
distribution from this Plan is deductible, the Employer may delay payment of
any amount that would otherwise be distributed from this Plan.  Any amounts for which distribution is delayed
pursuant to this Section shall continue to be credited/debited with additional
amounts in accordance with Section 3.9 above. 
The delayed amounts (and any amounts credited thereon) shall be
distributed to the Participant (or his or her Beneficiary in the event of the
Participant’s death) at the earliest date the Employer reasonably anticipates
that the deduction of the payment of the amount will not be limited or
eliminated by application of Code Section 162(m).


17.18                   Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance.  The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies to whom the
Employers have applied for insurance.



 25
 









IN
WITNESS WHEREOF, the Company has signed this Plan document as of                    ,
2006.


	
  

  	
  “Company”

  
	
   

  	
  Virginia Commerce Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 



 26