**Exhibit 10.3**

**Virginia Commerce Bank**

Executive and Director Deferred Compensation Plan

*Master Plan Document*

**Effective January 1, 2007**

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# **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       |

 

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** **
| **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     |

 

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| 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     |

 

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**VIRGINIA COMMERCE BANK**

**EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN**

Effective January 1, 2007

**Purpose**

The purpose of this Plan is to provide specifiedbenefits to Directors and a select group of management or highly compensatedEmployees who contribute materially to the continued growth, development andfuture business success of Virginia Commerce Bank, a Virginia bankingcorporation, and its subsidiaries and Affiliates, if any, that sponsor thisPlan.  This Plan shall be unfunded fortax purposes and for purposes of Title I of ERISA.

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

**ARTICLE 1Definitions**

For the purposes of this Plan, unless otherwiseclearly apparent from the context, the following phrases or terms shall havethe following indicated meanings:

1.1                                 “AccountBalance” shall mean, with respect to a Participant, an entry on the records of theEmployer equal to the sum of (i) the Deferral Account balance, (ii) theCompany Contribution Account balance, and (iii) the Company RestorationMatching Account balance. The Account Balance shall be a bookkeeping entry onlyand shall be utilized solely as a device for the measurement and determinationof the amounts to be paid to a Participant, or his or her designatedBeneficiary, pursuant to this Plan.

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

1.3                                 “AnnualDeferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus,Commissions, Director Fees and LTIP Amounts that a Participant defers inaccordance with Article 3 for any one Plan Year, without regard to whethersuch 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 tosuch event.

1.4                                 “AnnualInstallment Method” shall be an annual installment payment over the number ofyears selected by the Participant**inaccordance with this Plan, calculated as follows: (i) for the first annualinstallment, the Participant’s vested Account Balance shall be calculated as ofthe 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 everyanniversary of such calculation date, as

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

1.5                                 “BaseSalary” shall mean the annual cash compensation relating to services performedduring any calendar year, excluding distributions from nonqualified deferredcompensation plans, bonuses, commissions, overtime, fringe benefits, stockoptions, relocation expenses, incentive payments, non-monetary awards, directorfees and other fees, and automobile and other allowances paid to a Participantfor employment services rendered (whether or not such allowances are includedin the Employee’s gross income).  BaseSalary shall be calculated before reduction for compensation voluntarily deferredor contributed by the Participant pursuant to all qualified or nonqualifiedplans of any Employer and shall be calculated to include amounts not otherwiseincluded 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 theextent that had there been no such plan, the amount would have been payable incash to the Employee.

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

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

1.8                                 “BenefitDistribution Date” shall mean the date that triggers distribution of aParticipant’s vested Account Balance.  AParticipant’s Benefit Distribution Date shall be determined upon the occurrenceof any one of the following:

(a)                                  Ifthe Participant Retires, his or her Benefit Distribution Date shall be the last day of the six-month periodimmediately following**the date onwhich the Participant Retires; provided, however, in the eventthe Participant changes his or her Retirement Benefit election in accordancewith Section 6.2(b), his or her Benefit Distribution Date shall be postponed inaccordance with Section 6.2(b);

(b)                                 Ifthe Participant experiences a Termination of Employment, his or her BenefitDistribution Date shall be the lastday of the six-month period immediately following the date on which theParticipant experiences a Termination of Employment;

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

(d)                                 Thedate on which the Participant becomes Disabled; or

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

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Control Benefit, as set forth in Section 5.1below, and (ii) if a Change in Control occurs prior to the Participant’sTermination 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 LTIPAmounts, earned by a Participant for services rendered during a Plan Year,under any Employer’s annual bonus and cash incentive plans.

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

1.12                           “Change in Control Benefit” shall have themeaning 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 totime.

1.15                           “Commissions”shall mean the cash commissions earned by a Participant from any Employer forservices rendered during a Plan Year, excluding Bonus, LTIP Amounts or otheradditional 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 anysuccessor to all or substantially all of the Company’s assets or business.

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

1.19                           “CompanyContribution Amount” shall mean, for any one Plan Year, the amount determinedin accordance with Section 3.5.

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

1.21                           “CompanyRestoration Matching Amount” shall mean, for any one Plan Year, the amountdetermined in accordance with Section 3.6.

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

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

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

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

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

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

1.28                           “ElectionForm” shall mean the form, which may be in electronic format, established fromtime to time by the Committee that a Participant completes, signs and returnsto 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 existenceor hereafter formed or acquired) that have been selected by the Board toparticipate 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 beamended from time to time.

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

1.33                           “LTIPAmounts” shall mean any portion of the compensation attributable to a Plan Yearthat is earned by a Participant as an Employee under any Employer’s long-termincentive plan or any other long-term incentive arrangement designated by theCommittee.

1.34                           “Participant”shall mean any Employee or Director (i) who is selected to participate inthe Plan, (ii) who submits an executed Plan Agreement, Election Form andBeneficiary 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 DeferredCompensation Plan, which shall be evidenced by this instrument and by each PlanAgreement, as they may be amended from time to time.

1.36                           “PlanAgreement” 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 Participantand the Participant’s Employer shall provide for the entire benefit to whichsuch Participant is entitled under the Plan; should there be more than one PlanAgreement, the Plan

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

1.37                           “PlanYear” shall mean a period beginning on January 1 of each calendar year andcontinuing through December 31 of such calendar year.

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

(a)                                  agesixty-five (65);

(b)                                 agefifty-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 inaccordance with Code Section 409A and related Treasury guidance andRegulations.  If a Participant is both anEmployee and a Director, Retirement shall not occur until he or she Retires asboth an Employee and a Director.

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

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

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

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

1.43                           “Terminationof Employment” shall mean the separation from service with all Employers,voluntarily or involun­tarily, for any reason other than Retirement, Disabilityor death, as determined in accordance with Code Section 409A and relatedTreasury guidance and Regulations.  If aParticipant is both an Employee and a Director, a Termination of Employmentshall 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 withArticle 16.

1.45                           “UnforeseeableEmergency” shall mean a severe financial hardship of the Participant or his orher Beneficiary resulting from (i) an illness or accident of theParticipant or Beneficiary, the Participant’s or Beneficiary’s spouse, or theParticipant’s or Beneficiary’s dependent (as defined in Code Section 152(a)),(ii) a loss of the Participant’s or Beneficiary’s property due tocasualty, or (iii) such other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of theParticipant or the Participant’s Beneficiary, all as determined in the solediscretion of the Committee.

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

**ARTICLE 2Selection, Enrollment, Eligibility**

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

2.2                                 **Enrollment and Eligibility Requirements;Commencement of Participation**.

(a)                                  Asa condition to participation, each Director or selected Employee who iseligible to participate in the Plan effective as of the first day of a PlanYear shall complete, execute and return to the Committee a Plan Agreement, anElection Form and a Beneficiary Designation Form, prior to the first day ofsuch Plan Year, or such other earlier deadline as may be established by theCommittee in its sole discretion.  Inaddition, the Committee shall establish from time to time such other enrollmentrequirements as it determines, in its sole discretion, are necessary.

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

(c)                                  EachDirector or selected Employee who is eligible to participate in the Plan shallcommence participation in the Plan on the date that the Committee determines,in its sole discretion, that the Director or Employee has met all enrollmentrequirements set forth in this Plan and required by the Committee, includingreturning all required documents to the Committee within the specified timeperiod.  Notwithstanding the foregoing, theCommittee shall process such Participant’s deferral election as soon asadministratively practicable after such deferral election is submitted to andaccepted by the Committee.

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(d)                                 Ifa Director or an Employee fails to meet all requirements contained in thisSection 2.2 within the period required, that Director or Employee shall not beeligible to participate in the Plan during such Plan Year.

**ARTICLE 3Deferral 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 electto defer, as his or her Annual Deferral Amount, Base Salary, Bonus,Commissions, LTIP Amounts and/or Director Fees in the following minimum amountsfor 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 electionfor less than the stated minimum amounts, or if no election is made, the amountdeferred shall be zero.  If the Committeedetermines, in its sole discretion, at any time after the beginning of a PlanYear that a Participant has deferred less than the stated minimum amounts forthat Plan Year, any amount credited to the Participant’s Account Balance as theAnnual Deferral Amount for that Plan Year shall be distributed to theParticipant within sixty (60) days after the last day of the Plan Year in whichthe Committee determination was made.

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

3.2                                 **Maximum Deferral.**

(a)                                  **Annual Deferral Amount**.  For each Plan Year, a Participant may electto defer, as his or her Annual Deferral Amount, Base Salary, Bonus,Commissions, LTIP Amounts and/or Director Fees up to the following maximumpercentages for each deferral elected: 
| Deferral      | ** ** | **Maximum Percentage** | ** ** |
|---------------|------------|-----------------------------|------------|
| Base Salary   |       | 80                          | %          |
| Bonus         |       | 80                          | %          |
| Commissions   |       | 80                          | %          |
| LTIP Amounts  |       | 80                          | %          |
| Director Fees |       | 100                         | %          |

 

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(b)                                 **Short Plan Year**.  Notwithstanding the foregoing, if aParticipant first becomes a Participant after the first day of a Plan Year,**the maximum Annual Deferral Amount shallbe limited to the amount of compensation not yet earned by the Participant asof the date the Participant submits a Plan Agreement and Election Form to theCommittee for acceptance, except to the extent permissible under Code Section409A and related Treasury guidance or Regulations.  For compensation that is earned based upon aspecified performance period, the Participant’s deferral election will apply tothe portion of such compensation that is equal to (i) the total amount ofcompensation for the performance period, multiplied by (ii) a fraction, thenumerator of which is the number of days remaining in the service period afterthe Participant’s deferral election is made, and the denominator of which isthe 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 commence­mentof participa­tion in the Plan, the Participant shall make an irrevocabledeferral election for the Plan Year in which the Participant commencesparticipation in the Plan, along with such other elections as the Committeedeems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed andsigned by the Participant, timely delivered to the Committee (in accordancewith Section 2.2 above) and accepted by the Committee.

(b)                                 **General Timing Rule for Deferral Elections inSubsequent Plan Years**. For each succeeding Plan Year and as permitted by the Committee, a Participantmay elect to defer Base Salary, Bonus, Commissions, Director Fees and/or LTIPAmounts, and make such other elections as the Committee deems necessary ordesirable under the Plan by timely delivering a new Election Form to theCommittee, in accordance with its rules and procedures, before the December 31st preceding the Plan Year in which suchcompensation is earned, or before such other deadline established by theCommittee in accordance with the requirements of Code Section 409A and relatedTreasury 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 requiresParticipants to make a deferral election for “performance-based compensation”by the deadline(s) described above, it may, in its sole discretion, and inaccordance with Code Section 409A and related Treasury guidance or Regulations,permit a Participant to subsequently change his or her deferral election forsuch compensation by submitting an Election Form to the Committee no later thanthe deadline established by the Committee pursuant to Section 3.3(c) below.

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

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

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

3.4                                 **Withholding and Crediting of Annual DeferralAmounts**.  For each PlanYear, the Base Salary portion of the Annual Deferral Amount shall be withheldfrom each regularly scheduled Base Salary payroll in equal amounts, as adjustedfrom time to time for increases and decreases in Base Salary.  The Bonus, Commissions, LTIP Amounts and/orDirector Fees portion of the Annual Deferral Amount shall be withheld at thetime the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwisewould be paid to the Participant, whether or not this occurs during the PlanYear itself.  Annual Deferral Amountsshall be credited to a Participant’s Deferral Account at the time such amountswould otherwise have been paid to the Participant.

3.5                                 **Company Contribution Amount**.

(a)                                  Foreach Plan Year, an Employer may be required to credit amounts to a Participant’sCompany Contribution Account in accordance with employment or other agreementsentered into between the Participant and the Employer.  Such amounts shall be credited on the date ordates prescribed by such agreements.

(b)                                 Foreach Plan Year, an Employer, in its sole discretion, may, but is not requiredto, credit any amount it desires to any Participant’s Company ContributionAccount under this Plan, which amount shall be for that Participant the CompanyContribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger thanthe amount credited to any other Participant, and the amount credited to anyParticipant for a Plan Year may be zero, even though one or more otherParticipants receive a Company Contribution Amount for that Plan Year.  The Company Contribution Amount described inthis Section 3.5(b), if any, shall be credited on a date or dates to bedetermined by the Committee, in its sole discretion.

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

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

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

3.8                                 **Vesting**.

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

(b)                                 AParticipant shall be vested in his or her Company Contribution Account inaccordance with the vesting schedule(s) set forth in his or her Plan Agreement,employment agreement or any other agreement entered into between theParticipant and his or her Employer.  Ifnot addressed in such agreements, a Participant shall vest in his or herCompany Contribution Account in accordance with the vesting schedule(s)declared by the Committee, in its sole discretion.

(c)                                  AParticipant shall be vested in his or her Company Restoration Matching Accountonly to the extent that the Participant would be vested in such amounts underthe provisions of the 401(k) Plan, as determined by the Committee in its solediscretion.

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

(e)                                  Notwithstanding subsection 3.8(d) above, thevesting schedule for a Participant’s Company Contribution Account and CompanyRestoration Matching Account shall not be accelerated upon a Change in Controlto the extent that the Committee determines that such acceleration would causethe deduction limitations of Section 280G of the Code to become effective.  In the event that all of a Participant’sCompany Contribution Account and/or Company Restoration Matching Account is notvested pursuant to such a determination, the Participant may requestindependent verification of the Committee’s calculations with respect to theapplication of Section 280G.  In suchcase, the Committee must provide to the Participant within ninety (90) days ofsuch a request an opinion from a nationally recognized accounting firm selectedby the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitationin the vested percentage hereunder is necessary to avoid the limits of Section280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

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

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

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

(b)                                 **Election of Measurement Funds**.  A Participant, in connection with his or herinitial 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 Section3.9(a) above) to be used to determine the amounts to be credited or debited tohis or her Account Balance.  If aParticipant does not elect any of the Measurement Funds as described in theprevious sentence, the Participant’s Account Balance shall automatically beallocated into the lowest-risk Measurement Fund, as determined by theCommittee, in its sole discretion.  TheParticipant may (but is not required to) elect, by submitting an Election Formto the Committee that is accepted by the Committee, to add or delete one or moreMeasurement Fund(s) to be used to determine the amounts to be credited ordebited to his or her Account Balance, or to change the portion of his or herAccount Balance allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with theprevious sentence, it shall apply as of the first business day deemedreasonably practicable by the Committee, in its sole discretion, and shallcontinue thereafter for each subsequent day in which the Participantparticipates in the Plan, unless changed in accordance with the previoussentence.  Notwithstanding the foregoing,the Committee, in its sole discretion, may impose limitations on the frequencywith which one or more of the Measurement Funds elected in accordance with thisSection may be added or deleted by such Participant; furthermore, theCommittee, in its sole discretion, may impose limitations on the frequency withwhich the Participant may change the portion of his or her Account Balanceallocated to each previously or newly elected Measurement Fund.

(c)                                  **Proportionate Allocation**.  In making any election described in Section3.9(b) above, the Participant shall specify on the Election Form, in incrementsof one percent (1%), the percentage of his or her Account Balance orMeasurement 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 themanner in which

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

(e)                                  **No Actual Investment**.  Notwithstanding any other provision of thisPlan that may be interpreted to the contrary, the Measurement Funds are to beused for measurement purposes only, and a Participant’s election of any suchMeasurement Fund, the allocation of his or her Account Balance thereto, thecalculation of additional amounts and the crediting or debiting of such amountsto a Participant’s Account Balance shallnot be considered orconstrued in any manner as an actual investment of his or her Account Balancein any such Measurement Fund.  In theevent 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 investmentson which the Measurement Funds are based, no Participant shall have any rightsin or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall atall times be a bookkeeping entry only and shall not represent any investmentmade on his or her behalf by the Company or the Trust; the Participant shall atall 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 AnnualDeferral Amount is being withheld from a Participant, the Participant’sEmployer(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 mannerdetermined by the Employer(s), the Participant’s share of FICA and otheremployment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce theAnnual Deferral Amount in order to comply with this Section 3.10.

(b)                                 **Company Restoration Matching Account and CompanyContribution Account**. When a Participant becomes vested in a portion of his or her CompanyRestoration Matching Account and/or Company Contribution Account, theParticipant’s Employer(s) shall withhold from that portion of the Participant’sBase Salary, Bonus, Commissions and/or LTIP Amounts that is not deferred, in amanner determined by the Employer(s), the Participant’s share of FICA and otheremployment taxes on such Company Restoration Matching Amount and/or CompanyContribution Amount.  If necessary, theCommittee may reduce the vested portion of the Participant’s CompanyRestoration Matching Account or Company Contribution Account, as applicable, inorder to comply with this Section 3.10.

(c)                                  **Distributions**.  The Participant’s Employer(s), or the trusteeof the Trust, shall withhold from any payments made to a Participant under thisPlan all federal, state and local income, employment and other taxes requiredto be withheld by the Employer(s), or the trustee of the Trust, in connectionwith such payments, in amounts and in a manner to be determined in the solediscretion of the Employer(s) and the trustee of the Trust.

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**ARTICLE 4 Scheduled Distribution; UnforeseeableEmergencies**

4.1                                 **Scheduled Distribution**.  In connection with each election to defer anAnnual Deferral Amount, a Participant may irrevocably elect to receive aScheduled Distribution, in the form of a lump sum payment, from the Plan withrespect to all or a portion of the Annual Deferral Amount.  The Scheduled Distribution shall be a lumpsum payment in an amount that is equal to the portion of the Annual DeferralAmount the Participant elected to have distributed as a Scheduled Distribution,plus amounts credited or debited in the manner provided in Section 3.9above on that amount, calculated as of the close of business on or around thedate on which the Scheduled Distribution becomes payable, as determined by theCommittee in its sole discretion. Subject to the other terms and conditions of this Plan, each ScheduledDistribution elected shall be paid out during a sixty (60) day periodcommencing immediately after the first day of any Plan Year designated by theParticipant (the “Scheduled Distribution Date”).  The Plan Year designated by the Participant mustbe at least three (3) Plan Years after the end of the Plan Year to which theParticipant’s deferral election described in Section 3.3 relates, unlessotherwise provided on an Election Form approved by the Committee in its solediscretion.  By way of example, if aScheduled Distribution is elected for Annual Deferral Amounts that are earnedin the Plan Year commencing January 1, 2007, the earliest ScheduledDistribution 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**. AParticipant may elect topostpone a Scheduled Distribution described in Section 4.1 above, and have suchamount paid out during a sixty (60) day period commencing immediately after anallowable alternative distribution date designated by the Participant inaccordance with this Section 4.2.  In orderto make this election, the Participant must submit a new Scheduled DistributionElection Form to the Committee in accordance with the following criteria:

(a)                                  SuchScheduled Distribution Election Form must be submitted to and accepted by theCommittee in its sole discretion at least twelve (12) months prior to theParticipant’s previously designated ScheduledDistribution Date;

(b)                                 Thenew Scheduled Distribution Date selected by the Participant must be the firstday of a Plan Year, and must be at least five years after the previously designated Scheduled DistributionDate; and

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

4.3                                 **Other Benefits Take Precedence Over ScheduledDistributions**.  Should aBenefit 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 Distributionelection 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 4.3in a manner that is consistent with Code Section 409A and related Treasuryguidance and Regulations.

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4.4                                 **Unforeseeable Emergencies**.

(a)                                  If the Participant experiences anUnforeseeable Emergency, the Participant may petition the Committee to receivea partial or full payout from the Plan, subject to the provisions set forthbelow.

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

(c)                                  Ifthe Committee, in its sole discretion, approves a Participant’s petition forpayout from the Plan, the Participant shall receive a payout from the Planwithin sixty (60) days of the date of such approval, and the Participant’sdeferrals 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 beterminated to the extent the Committee determines, in its solediscretion, that termination of such Participant’s deferral elections isrequired pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant toobtain a hardship distribution from an Employer’s 401(k) Plan.  If the Committee determines, in its solediscretion, that a termination of the Participant’s deferrals is required inaccordance with the preceding sentence, the Participant’s deferrals shall beterminated as soon as administratively practicable following the date on whichsuch determination is made.

(e)                                  Notwithstandingthe foregoing, the Committee shall interpret all provisions relating to apayout and/or termination of deferrals under this Section 4.4 in a manner thatis consistent with Code Section 409A and related Treasury guidance andRegulations.

**ARTICLE 5**

**Changein Control Benefit**

5.1                                 **Change in ControlBenefit**.  A Participant, in connection with hisor her commencement of participation in the Plan, shall irrevocably elect on anElection 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 asof the close of business on or around the Participant’s Benefit DistributionDate, as determined by the Committee in its sole discretion, or (ii) to havehis or her Account Balance remain in the Plan upon the occurrence of a Changein Control and to have his or her Account Balance remain subject to the termsand conditions of the Plan.  If aParticipant does not make any election with respect to the payment of theChange in Control Benefit, then such Participant’s Account Balance shall remainin the Plan upon a Change in Control and shall be subject to the terms andconditions of the Plan.

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

**ARTICLE 6Retirement Benefit**

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

6.2                                 **Payment of Retirement Benefit**.

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

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

(i)                                     The election tomodify 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 shallbe delayed at least five (5) years fromthe Participant’s originally scheduled Benefit Distribution Date described in Section 1.8(a).

For purposes of applyingthe requirements above, the right to receive the Retirement Benefit ininstallment payments shall be treated as the entitlement to a singlepayment.  The Committee shall interpretall provisions relating to changing the Retirement Benefit election under thisSection 6.2 in a manner that is consistent with Code Section 409A and relatedTreasury guidance or Regulations.

The Election Form mostrecently accepted by the Committee that has become effective shall govern thepayout of the Retire­ment Benefit.

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

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**ARTICLE 7Termination Benefit**

7.1                                 **Termination Benefit**.  A Participant who experiences a Terminationof Employment shall receive, as a Termination Benefit, his or her vestedAccount Balance, calculated as of the close of business on or around theParticipant’s Benefit Distribution Date, as determined by the Committee in itssole discretion.

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

**ARTICLE 8Disability Benefit**

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

8.2                                 **Payment of Disability Benefit**.** **The Disability Benefit shall bepaid to the Participant in a lump sum payment no later than sixty (60) daysafter the Participant’s Benefit Distribution Date.

**ARTICLE 9Death Benefit**

9.1                                 **Death Benefit**.  The Participant’s Beneficiary(ies) shallreceive a Death Benefit upon the Participant’s death which will be equal to theParticipant’s vested Account Balance, calculated as of the close of business onor around the Participant’s Benefit Distribution Date, as selected by theCommittee in its sole discretion.

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

**ARTICLE 10Beneficiary Designation**

10.1                           **Beneficiary**.  Each Participant shall have the right, at anytime, to designate his or her Beneficiary(ies) (both primary as well ascontingent) to receive any benefits payable under the Plan to a beneficiaryupon the death of a Participant.  TheBeneficiary designated under this Plan may be the same as or different from theBeneficiary designation under any other plan of an Employer in which theParticipant participates.

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

10.3                           **Acknowledgment**.  No designation or change in designation of aBeneficiary shall be effective until received and acknowledged in writing bythe Committee or its designated agent.

10.4                           **No Beneficiary Designation**.  If a Participant fails to designate aBeneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if alldesignated Beneficia­ries predecease the Participant or die prior to completedistribution of the Participant’s benefits, then the Participant’s designatedBeneficiary 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 bepayable 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 theproper Beneficiary to receive payments pursuant to this Plan, the Committeeshall have the right, exercisable in its discretion, to cause the Participant’sEmployer to withhold such payments until this matter is resolved to theCommittee’s satisfaction.

10.6                           **Discharge of Obligations**.  The payment of benefits under the Plan to aBeneficiary shall fully and completely discharge all Employers and theCommittee from all further obligations under this Plan with respect to theParticipant, and that Participant’s Plan Agreement shall terminate upon suchfull payment of benefits.

**ARTICLE 11Leave of Absence**

11.1                           **Paid Leave of Absence**.  If a Participant is authorized by theParticipant’s Employer to take a paid leave of absence from the employment ofthe Employer, and such leave of absence does not constitute a separation fromservice, as determined by the Committee in accordance with Code Section 409Aand related Treasury guidance and Regulations, (i) the Partici­pant shallcontinue 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) theAnnual Deferral Amount**shallcontinue to be withheld during such paid leave of absence in accordance withSection 3.3.

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

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Participant shall continue to be eligible for the benefits provided inArticles 4, 5, 6, 7, 8 or 9 in accordance with the provisions of thoseArticles. However, the Participant shall be excused from fulfilling his or herAnnual Deferral Amount commitment that would otherwise have been withheldduring the remainder of the Plan Year in which the unpaid leave of absence istaken.  During the unpaid leave ofabsence, the Participant shall not be allowed to make any additional deferralelections.  However, if the Participantreturns to employment, the Participant may elect to defer an Annual DeferralAmount for the Plan Year following his or her return to employment and forevery Plan Year thereafter while a Participant in the Plan, provided suchdeferral elections are otherwise allowed and an Election Form is delivered toand accepted by the Committee for each such election in accordance withSection 3.3 above.

11.3                         **Leaves Resulting in Separation from Service**.  In the event that a Participant’s leave ofabsence from his or her Employer constitutes a separation from service, asdetermined by the Committee in accordance with Code Section 409A and relatedTreasury guidance and Regulations, the Participant’s vested Account Balanceshall be distributed to the Participant in accordance with Article 6 or 7 ofthis Plan, as applicable.

**ARTICLE 12**

**Termination of Plan, Amendment or Modification**

12.1                         **Termination of Plan**.  Although each Employer anticipates that itwill continue the Plan for an indefinite period of time, there is no guaranteethat any Employer will continue the Plan or will not terminate the Plan at anytime in the future.  Accordingly, eachEmployer reserves the right to Terminate the Plan.  Inthe event of a Termination of the Plan, the Measurement Funds available toParticipants following the Termination of the Plan shall be comparable innumber and type to those Measurement Funds available to Participants in thePlan Year preceding the Plan Year in which the Termination of the Plan iseffective.* *Following a Termination of the Plan, Participant AccountBalances shall remain in the Plan until the Participant becomes eligible forthe benefits provided in Articles 4, 5, 6, 7, 8 or 9 in accordance with theprovisions of those Articles.* *The Termination of the Plan shallnot adversely affect any Participant or Beneficiary who has become entitled tothe payment of any benefits under the Plan as of the date of termination.  Notwithstanding the foregoing, to the extentpermissible under Code Section 409A and related Treasury guidance orRegulations, during the thirty (30)days preceding or within twelve (12) months following a Change in Control anEmployer shall be permitted to (i) terminate the Plan by action of itsboard 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 substantiallysimilar arrangements sponsored by such Employer are also terminated and allbalances in such arrangements are distributed within twelve (12) months of thetermination of such arrangements.

12.2                         **Amendment**.

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

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

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

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

12.4                         **Effect of Payment**.  The full payment of the Participant’s vestedAccount Balance under Articles 4, 5, 6, 7, 8 or 9 of the Plan shallcompletely discharge all obligations to a Participant and his or her designatedBeneficiaries under this Plan, and the Participant’s Plan Agreement shallterminate.

**ARTICLE 13Administration**

13.1                         **Committee Duties**.  Except as otherwise provided in this Article13, this Plan shall be administered by a Committee, which shall consist of theBoard, or such committee as the Board shall appoint.  Members of the Committee may be Participantsunder this Plan.  The Committee shallalso have the discretion and authority to (i) make, amend, interpret, andenforce all appropriate rules and regulations for the administra­tion of thisPlan, and (ii) decide or resolve any and all ques­tions, including benefitentitlement determinations and interpretations of this Plan, as may arise inconnection with the Plan.  Any individualserving on the Committee who is a Participant shall not vote or act on anymatter relating solely to himself or herself. When making a determination or calculation, the Committee shall beentitled 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, theindividuals who comprised the Committee immediately prior to the Change inControl (whether or not such individuals are members of the Committee followingthe Change in Control) may, by written consent of the majority of suchindividuals, appoint an independent third party administrator (the “Administrator”)to perform any or all of the Committee’s duties described in Section 13.1above, including without limitation, the power to determine any questionsarising 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 suchappointment, (i) the Company must pay all reasonable administrative expensesand fees of the Administrator, and (ii) the Administrator may only beterminated with the written

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

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

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

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

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

**ARTICLE 14Other Benefits and Agreements**

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

**ARTICLE 15Claims Procedures**

15.1                         **Presentation of Claim**.  Any Participant or Beneficiary of a deceasedParticipant (such Participant or Beneficiary being referred to below as a “Claimant”)may deliver to the Committee a written claim for a determination with respectto the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of anotice 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 daysof the date on which the event that caused the claim to arise occurred.  The claim must state with particularity thedetermination desired by the Claimant.

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15.2                         **Notification of Decision**.  The Committee shall consider a Claimant’sclaim within a reasonable time, but no later than ninety (90) days afterreceiving the claim.  If the Committeedetermines that special circumstances require an extension of time forprocessing the claim, written notice of the extension shall be furnished to theClaimant prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed aperiod of ninety (90) days from the end of the initial period.  The extension notice shall indicate thespecial circumstances requiring an extension of time and the date by which theCommittee expects to render the benefit determination.  The Committee shall notify the Claimant inwriting:

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

(b)                                 thatthe Committee has reached a conclusion contrary, in whole or in part, to theClaimant’s requested determination, and such notice must set forth in a mannercalculated 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 afterreceiving a notice from the Committee that a claim has been denied, in whole orin part, a Claimant (or the Claimant’s duly authorized representative) may filewith the Committee a written request for a review of the denial of theclaim.  The Claimant (or the Claimant’sduly authorized representative):

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

(b)                                 maysubmit written comments or other documents; and/or

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

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

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submitted by the Claimant relating to the claim, without regard towhether such information was submitted or considered in the initial benefitdetermination.  The decision must bewritten in a manner calculated to be understood by the Claimant, and it mustcontain:

(a)                                  specificreasons for the decision;

(b)                                 specificreference(s) to the pertinent Plan provisions upon which the decision wasbased;

(c)                                  astatement that the Claimant is entitled to receive, upon request and free ofcharge, reasonable access to and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theClaimant’s claim for benefits; and

(d)                                 astatement of the Claimant’s right to bring a civil action under ERISA Section502(a).

15.5                         **Legal Action**.  A Claimant’s compliance with the foregoingprovisions of this Article 15 is a mandatory prerequisite to a Claimant’sright to commence any legal action with respect to any claim for benefits underthis Plan.****

**ARTICLE 16Trust**

16.1                         **Establishment of the Trust**.  Inorder to provide assets from which to fulfill its obligations to theParticipants and their Beneficiaries under the Plan, the Company may establisha trust by a trust agreement with a third party, the trustee, to which eachEmployer may, in its discretion, contribute cash or other property, includingsecurities issued by the Company, to provide for the benefit payments under thePlan, (the “Trust”).

16.2                         **Interrelationship of the Plan and the Trust**.  The provisions of the Plan and the PlanAgreement shall govern the rights of a Participant to receive distributionspursuant to the Plan.  The provisions ofthe Trust shall govern the rights of the Employers, Participants and thecreditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remainliable to carry out its obligations under the Plan.

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

**ARTICLE 17Miscellaneous**

17.1                         **Status of Plan**.  The Plan is intended to be a plan that is notqualified within the meaning of Code Section 401(a) and that “is unfunded andis maintained by an employer primarily for the purpose of providing deferredcompensation 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 andinterpreted (i) in a manner consistent with that intent, and (ii) in accordancewith Code Section 409A and related Treasury guidance and Regulations.

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17.2                         **Unsecured General Creditor**.  Participants and their Bene­ficiaries, heirs,successors and assigns shall have no legal or equitable rights, interests orclaims in any property or assets of an Employer.  For purposes of the payment of benefits underthis Plan, any and all of an Employer’s assets shall be, and remain, thegeneral, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shallbe 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 ofbenefits shall be defined only by the Plan and the Plan Agreement, as enteredinto between the Employer and a Participant. An Employer shall have no obliga­tion to a Participant under the Planexcept as expressly provided in the Plan and his or her Plan Agreement.

17.4                         **Nonassignability**.  Neither a Participant nor any other personshall have any right to commute, sell, assign, transfer, pledge, anticipate,mortgage or otherwise encumber, transfer, hypothecate, alienate or convey inadvance of actual receipt, the amounts, if any, payable hereunder, or any partthereof, which are, and all rights to which are expressly declared to be,unassignable and non-transfer­able.  Nopart of the amounts payable shall, prior to actual payment, be subject toseizure, attachment, garnishment or sequestration for the payment of any debts,judgments, alimony or separate maintenance owed by a Participant or any otherperson, be transferable by operation of law in the event of a Participant’s orany other person’s bankruptcy or insolvency or be transferable to a spouse as aresult of a property settlement or otherwise.

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

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

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

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

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

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17.10                   **Notice**.  Any notice or filing required or permitted tobe given to the Committee under this Plan shall be sufficient if in writing andhand-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 ofdelivery or, if delivery is made by mail, as of the date shown on the postmarkon the receipt for registration or certification.

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

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

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

17.13                   **Validity**.  In case any provision of this Plan shall beillegal or invalid for any reason, said illegality or invalidity shall notaffect the remaining parts hereof, but this Plan shall be construed andenforced as if such illegal or invalid provision had never been insertedherein.

17.14                   **Incompetent**.  If the Committee determines in its discretionthat a benefit under this Plan is to be paid to a minor, a person declaredincompetent or to a person incapable of handling the disposition of that person’sproperty, 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.  TheCommittee may require proof of minority, incompetence, incapacity orguardianship, as it may deem appropriate prior to distribution of thebenefit.  Any payment of a benefit shallbe a payment for the account of the Participant and the Participant’sBeneficiary, as the case may be, and shall be a complete discharge of anyliability under the Plan for such payment amount.

17.15                   **Court Order**.  The Committee is authorized to comply withany court order in any action in which the Plan or the Committee has been namedas a party, including any action involving a determination of the rights orinterests in a Participant’s benefits under the Plan.  Notwithstanding the foregoing, the Committeeshall interpret this provision in a manner that is consistent with Code Section409A and other applicable tax law.  In addition, if necessary to comply with a qualifieddomestic relations order, as defined in Code Section 414(p)(1)(B), pursuant towhich a court has determined that a spouse or former spouse of a Participanthas an interest in the Participant’s benefits under the Plan, the Committee, inits sole discretion, shall

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

17.16                   **Distribution in the Event of Income InclusionUnder 409A**.  If anyportion of a Participant’s Account Balance under this Plan is required to beincluded in income by the Participant prior to receipt due to a failure of thisPlan to meet the requirements of Code Section 409A and related Treasuryguidance or Regulations, the Participant may petition the Committee orAdministrator, as applicable, for a distribution of that portion of his or herAccount Balance that is required to be included in his or her income.  Upon the grant of such a petition, whichgrant shall not be unreasonably withheld, the Participant’s Employer shalldistribute to the Participant immediately available funds in an amount equal tothe portion of his or her Account Balance required to be included in income asa result of the failure of the Plan to meet the requirements of Code Section409A and related Treasury guidance or Regulations, which amount shall notexceed the Participant’s unpaid vested Account Balance under the Plan.  If the petition is granted, such distributionshall be made within ninety (90) days of the date when the Participant’spetition is granted.  Such a distributionshall 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 thatthe Employer’s deduction with respect to any distribution from this Plan wouldbe limited or eliminated by application of Code Section 162(m), then to theextent deemed necessary by the Employer to ensure that the entire amount of anydistribution from this Plan is deductible, the Employer may delay payment ofany amount that would otherwise be distributed from this Plan.  Any amounts for which distribution is delayedpursuant to this Section shall continue to be credited/debited with additionalamounts in accordance with Section 3.9 above. The delayed amounts (and any amounts credited thereon) shall bedistributed to the Participant (or his or her Beneficiary in the event of theParticipant’s death) at the earliest date the Employer reasonably anticipatesthat the deduction of the payment of the amount will not be limited oreliminated by application of Code Section 162(m).

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

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INWITNESS WHEREOF, the Company has signed this Plan document as of                    ,2006.
|        | “Company”    |
|--------|------------------------|
|   | Virginia Commerce Bank |
|   |                   |   |
|   | By:                    |   |   |
|   | Title:                 |   |   |
|        |                        |  |  |  |  |

 

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