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                                                                     EXHIBIT 4.2




                            BANK OF THE COMMONWEALTH

                             SUPPLEMENTAL EXECUTIVE

                                 RETIREMENT PLAN

                            Effective January 1, 2002

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                            BANK OF THE COMMONWEALTH

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PREAMBLE ......................................................................1

ARTICLE I .....................................................................2

  DEFINITIONS .................................................................2
     1.1      Account .........................................................2
     1.2      Administrator ...................................................2
     1.3      Bank ............................................................2
     1.4      Bank Stock ......................................................2
     1.5      Beneficiary .....................................................2
     1.6      Board ...........................................................2
     1.7      Bonus ...........................................................2
     1.8      Cause ...........................................................3
     1.9      Change in Control ...............................................3
     1.10     Code ............................................................4
     1.11     Compensation ....................................................4
     1.12     Declared Investment Rate ........................................4
     1.13     Deferrals .......................................................4
     1.14     Designation Date ................................................4
     1.15     Disability ......................................................5
     1.16     Effective Date ..................................................5
     1.17     Election Form ...................................................5
     1.18     Eligible Employee ...............................................5
     1.19     Participant .....................................................5
     1.20     Plan ............................................................5
     1.21     Plan Year .......................................................5
     1.22     Retirement ......................................................5
     1.23     Retirement Benefit ..............................................6
     1.24     Salary ..........................................................6
     1.25     Survivor Benefit ................................................6
     1.26     Termination Benefit .............................................6
     1.27     Trust ...........................................................6
     1.28     Trustee .........................................................6
     1.29     Valuation Date ..................................................6

ARTICLE II ....................................................................7

  ELIGIBILITY .................................................................7

ARTICLE III ...................................................................8

  CONTRIBUTIONS TO ACCOUNTS ...................................................8
     3.1      Accounts ........................................................8

ARTICLE IV ....................................................................9



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  PARTICIPANT ELECTIONS TO DEFER ..............................................9
     4.1      Election to Defer ...............................................9
                Deferral Election .............................................9
                Maximum Reduction in Compensation ............................10

ARTICLE V ....................................................................11

  ADJUSTMENTS TO ACCOUNTS FOR DECLARED INVESTMENT RATES ......................11
     5.1      Adjustments to Accounts ........................................11
                Bank Stock ...................................................11
                Interest Bearing Fund ........................................12
     5.2      Accounting for Distributions ...................................13
     5.3      Separate Accounts ..............................................13
     5.4      Deemed Investment Directions of Participants ...................13

ARTICLE VI ...................................................................16

  BENEFITS ...................................................................16
     6.1      Retirement Benefit .............................................16
     6.2      Disability .....................................................17
     6.3      Termination Benefit ............................................17
                Termination Of Employment For Reasons Other Than
                  Death, Disability, or Retirement ...........................17
                Vesting in Account ...........................................18
                  Forfeitures ................................................18
     6.4      Survivor Benefits ..............................................18
                Pre-Retirement ...............................................18
     6.5      Change in Control Provisions ...................................18
                Full Vesting .................................................18
                Immediate Payouts Upon Termination of Employment .............18
     6.6      Small Benefit ..................................................19
     6.7      Withholding:  Payroll Taxes ....................................19

ARTICLE VII ..................................................................20

  BENEFICIARY DESIGNATION ....................................................20
     7.1      Beneficiary Designation ........................................20

ARTICLE VIII .................................................................21

  CONTRIBUTIONS ..............................................................21

ARTICLE IX ...................................................................23

  ADMINISTRATION OF PLAN .....................................................23
     9.1      Plan Administrator .............................................23
     9.2      Examination of Records .........................................24
     9.3      Reliance on Reports and Certificates ...........................24
     9.4      Nondiscriminatory Exercise of Authority ........................24
     9.5      Indemnification of Administrator ...............................24

ARTICLE X ....................................................................25

  MISCELLANEOUS ..............................................................25
    10.1      Alienability and Assignment Prohibition ........................25
    10.2      Binding Obligation of Bank and Any Successor in Interest .......25
    10.3      Amendment or Termination .......................................25
    10.4      Claims Procedure ...............................................25
    10.5      Employment and Other Rights ....................................26


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    10.6      Governing Law ..................................................26



                                       iii

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                            BANK OF THE COMMONWEALTH

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     THIS PLAN is made effective in the City of Norfolk, Virginia, this 1st day
of January, 2002, by the BANK OF THE COMMONWEALTH (the "Bank").


                                    PREAMBLE
                                    --------

     The purpose of this Plan is to provide a means whereby the Bank may afford
a measure of financial security to certain executive employees of the Bank who
have rendered and continue to render valuable services for their Bank. The Plan
is intended to provide for future income needs of these employees, so that their
services may be retained and their productive efforts encouraged.

     This Plan will be maintained for the exclusive benefit of the Participants
of the Plan and is intended to constitute an unfunded plan of deferred
compensation for a select group of highly compensated or management employees
pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA") and
the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

     By separate agreement, the Bank has created an irrevocable trust (the
"Trust") to facilitate the payment of deferred compensation to Participants
under this Plan. The Trust and any assets held by the Trust to assist the Bank
in meeting its obligations under this Plan will conform to the terms of the
model trust described in Revenue Procedure 92-64.


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                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     1.1 "Account" means the bookkeeping reserve account established on the
Bank's financial records to record the aggregate interest of a Participant in
this Plan. Within each Account, separate subaccounts shall be maintained
pursuant to the terms of this Plan to the extent necessary for the
administration of the Plan for each different Plan Year, including subaccounts
to record each Participant's Deferrals and Declared Investment Rate or method of
payment elections related thereto.

     1.2 "Administrator" means the person or committee as may be appointed from
time to time by the Board or if the Board so elects, the Board, to supervise the
administration of the Plan.

     1.3 "Bank" means the Bank of the Commonwealth, and any successor which
shall maintain this Plan.

     1.4 "Bank Stock" means Common Stock of Commonwealth Bankshares, Inc., the
100% parent of the Bank

     1.5 "Beneficiary" means the person or persons designated to receive any
amount in the event of the death of a Participant or former Participant in
accordance with Section 7.1.

     1.6 "Board" means the Board of Directors of the Bank.

     1.7 "Bonus" means any annual, quarterly or other periodic payment of
incentive Compensation for services rendered which is in addition to a
Participant's regular Salary.


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     1.8 "Cause" means termination of a Participant's employment with the Bank
on account of: (a) the Participant's misappropriation or embezzlement of any
funds or property of the Bank; (b) the Participant's conviction of a felony or a
crime involving moral turpitude; (c) gross misconduct, neglect or dereliction of
duty, or disloyal conduct or proven dishonesty by the Participant in the
performance of services for the Bank; or (d) the Participant's engaging in any
activity or conduct which in the opinion of the Board is contrary to the best
interests of the Bank.

     1.9 "Change in Control" means (i) the purchase or other acquisition by any
person, entity or group of persons, within the meaning of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934 ("Act"), or any comparable successor
provisions, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 30 percent or more of the combined voting power of
the then outstanding voting securities issued by the Bank or any of its parent
corporations; (ii) the approval by the stockholders of the Bank or any of its
parent corporations of a reorganization, merger, or consolidation, in each case,
with respect to which persons who were stockholders of the Bank or any of its
parent corporations immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50 percent of the
combined voting power entitled to vote generally in the election of directors of
the then outstanding securities of the reorganized, merged or consolidated Bank
or parent corporation, as applicable, (iii) a liquidation or dissolution of the
Bank, (iv) the sale of fifty percent (50%) or more, of the Bank's assets, or (v)
a sale of any portion of the Bank's assets or operations which, on the basis of
the Bank's most recent audited financial statement, will result or is projected
to result in a fifty percent (50%) or more reduction in the Bank's gross
revenues for the current period, compared to the period covered by such audited
financial statement; (vi) any other corporate transaction, including a layoff


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or reduction in force, which results in the involuntary termination of
employment of fifty percent (50%) or more of the Participants in this Plan; or
(vii) a majority of members of the Bank's board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the Bank's board of directors prior to the date of the
appointment or election.

     1.10 "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereof, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time. References to sections
of the Code shall be construed also to refer to any successor sections.

     1.11 "Compensation" means the total amount of Salary, Bonus and other
payments made by the Bank to a Participant for services rendered to the Bank
during the Plan Year, including pre-tax Deferrals elected by the Participant
under this Plan, and pre-tax salary reduction contributions under any ss. 401(k)
or ss. 125 plan sponsored by the Bank.

     1.12 "Declared Investment Rate" means with respect to any Plan Year a rate
of return (positive or negative) that equals the notional gains or losses equal
to those generated as if the Account balance had been invested in one or more of
the deemed investments as may be made available by the Bank under this Plan.

     1.13 "Deferrals" means the amount of pre-tax Salary and/or Bonus payments
voluntarily elected to be deferred and credited to a Participant's Account under
Article IV.

     1.14 "Designation Date" means January 1st, April 1st, July 1st and October
1st.



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     1.15 "Disability" means any physical or mental impairment which, on the
basis of medical evidence satisfactory to the Board, renders the Participant
unable to continue the performance of his regular duties with the Bank and that
such impairment will be permanent and continuous during the remainder of the
Participant's life.

     1.16 "Effective Date" means January 1, 2002.

     1.17 "Election Form" means the election form or forms which an Eligible
Employee files with the Bank from time to time to participate in the Plan and
make the various Deferral, distribution and investment elections permitted under
the Plan.

     1.18 "Eligible Employee" means an employee who is eligible to participate
in the Plan as provided in Article II.

     1.19 "Participant" means an Eligible Employee who has filed a completed and
executed Election Form with the Administrator and is participating in the Plan.

     1.20 "Plan" means this instrument, and all amendments thereto.

     1.21 "Plan Year" means a 12-month period beginning on January 1st and
ending on the following December 31st of each year.

     1.22 "Retirement" means the termination of a Participant's employment with
the Bank after his attainment of age sixty-five (65).



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     1.23 "Retirement Benefit" means the sum total of benefits payable to a
Participant who is eligible for Retirement.

     1.24 "Salary" means that portion of a Participant's Compensation which is
payable on a regular and periodic basis in accordance with the Bank's normal and
customary payroll procedures.

     1.25 "Survivor Benefit" means those Plan benefits that become payable upon
the death of a Participant pursuant to the provisions of Section 6.4.

     1.26 "Termination Benefit" means the lump sum amount payable to a
Participant who terminates employment before death, Disability or becoming
eligible for Retirement under Section 6.3. 1.27 "Trust" means the irrevocable
trust agreement dated January 1, 2002, established by the Bank as grantor and
the Bank Trust Department as Trustee, or any substitute or successor thereto.

     1.28 "Trustee" means the trustee named in the agreement establishing the
Trust and such successor and or additional trustees as may be named pursuant to
the terms of the agreement establishing the trust.

     1.29 "Valuation Date" means the last date of each calendar quarter, or,
March 31st, June 30th, September 30th, and December 31st.


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                                   ARTICLE II
                                   ELIGIBILITY
                                   -----------

     The Administrator shall determine which Employees shall be eligible to
participate in the Plan; provided, however, any such Employee must be a member
of a select group of management or highly compensated employees. The management
or highly compensated Employees determined by the Administrator from time to
time to be Eligible Employees, along with the effective date of their
participation in the Plan, shall be listed on Exhibit I attached hereto.


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                                   ARTICLE III
                            CONTRIBUTIONS TO ACCOUNTS
                            -------------------------

     3.1 Accounts. The Bank shall create a special account on its books and
financial records (the "Account"), to which shall be credited each Participant's
Deferrals, as specified in Section 4.1 and as elected by the Participant on his
or her Election Form, together with earnings as specified in Article V. All
amounts credited to each Participant's Account are credited solely for purposes
of accounting and computations and shall remain the assets of the Bank subject
to the claims of the Bank's general creditors.


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                                   ARTICLE IV
                         PARTICIPANT ELECTIONS TO DEFER
                         ------------------------------

     4.1 Election to Defer. Any Eligible Employee may enroll in the pre-tax
Compensation Deferral feature of the Plan. The Deferral election may be made,
effective as of the first day of a Plan Year, by filing a completed and fully
executed Election Form with the Administrator during enrollment periods
established by the Administrator, but in no event later than December 31st
preceding the year of the Deferral. Notwithstanding the preceding sentence, an
Employee who, for the first time, becomes eligible to participate in the Plan
during a Plan Year, may file an Election Form for the balance of such Plan Year,
as long as such Election is filed within thirty (30) days of the date on which
he first became eligible. On such Election Form, the Eligible Employee shall
irrevocably elect the amount of his Compensation to defer for such Plan Year
("Deferrals") and the time and method for distribution of such Deferrals under
Article VI. With respect to any Employee who is designated as a Participant
after the commencement of a Plan Year, the Deferral election shall only pertain
to such Participant's Compensation earned and payable after the date such
Employee is designated as a Participant.

          (a) Deferral Election. An Eligible Employee may elect to defer (i) a
     specific dollar amount and/or percentage from his Salary and/or (ii) a
     specific dollar amount and/or percentage of any Bonus to be deferred for
     the applicable Plan Year. An Eligible Employee must also elect the Declared
     Investment Rates that will apply to deferrals made pursuant to his
     election. If an Eligible Employee specifies a dollar amount of Bonus to be
     deferred, and the dollar amount of such Bonus is less than his actual Bonus
     payment for such Plan Year, the shortfall will not be credited to such
     Participant's Deferral Account.


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          (b) Maximum Reduction in Compensation. Notwithstanding the foregoing,
     a Participant may not reduce his taxable Compensation after Deferrals to
     this Plan to an amount less than the maximum amount of earnings subject to
     taxes imposed by Sections 3101(a) and 3111(a) of the Code (i.e., the FICA
     taxable wage base applicable to old-age, survivors, and disability
     insurance).


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                                    ARTICLE V
              ADJUSTMENTS TO ACCOUNTS FOR DECLARED INVESTMENT RATES
              -----------------------------------------------------

     5.1 Adjustments to Accounts. Pursuant to Section 5.4, each Participant
shall have the right to direct the Bank as to how amounts in his or her Account
shall be deemed to be invested as between the following two options: (1) Bank
Stock Fund; or (2) Interest Bearing Fund. The Trustee may follow such investment
direction but shall not be legally bound to do so. The Participant's Account
will be credited and debited, as applicable, with either the increase or
decrease in the value of Bank Stock, based on the increase or decrease in the
per share value of Bank Stock, for the relevant period, or the applicable
credited interest rate earned under the Interest Bearing Fund, as follows.

          (a) Bank Stock. The Bank shall establish and maintain a separate
     sub-account, a Bank Stock Account, for each Plan Year for each Participant
     who elects to have all or a portion of his of her Deferral amounts for such
     Plan Year invested in Bank Stock. A Participant's Bank Stock Account shall
     be credited as follows:

               (1) All Deferral amounts that are deemed, at the Participant's
          election, to be invested in Bank Stock shall be credited to the
          Participant's Bank Stock Account on the date when the Deferral amount
          would otherwise be paid to the Participant.

               (2) All Deferral amounts deemed to be invested in Bank Stock
          shall be credited to the Participant's Bank Stock Account in units or
          fractional units. Dividends paid on Bank Stock shall also be deemed
          invested in Bank Stock and shall be credited to the Participant's Bank
          Stock Account in units or fractional units on the date when the
          dividend would otherwise be


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          paid to the Participant. The value of each unit shall be determined
          each Valuation Date and shall equal the fair market value of one share
          of Bank Stock on such Valuation Date. The value of each partial unit
          shall be determined each Valuation Date pro-rata with reference to the
          value of each unit as determined each Valuation Date. On each date
          that Deferral or dividend amounts are credited to the Participant's
          Bank Stock Account, the number of units to be credited shall be
          determined by dividing the amount of such Deferral or dividend amounts
          by the value of a unit as of the Valuation Date coinciding with or
          immediately preceding such crediting date.

               (3) If there is any change in the number or class of shares of
          Bank Stock through the declaration of a stock dividend or other
          extraordinary dividends, or recapitalization resulting in stock
          splits, or combinations or exchanges of such shares or in the event of
          similar transactions, the units in each Participant's Bank Stock
          Account shall be equitably adjusted to reflect any such change in the
          number or class of issued shares of Bank Stock or to reflect such
          similar transaction.

          (b) Interest Bearing Fund. As of each Valuation Date, the Bank shall
     credit, to the respective Account of the Participant, an amount for
     interest earned, calculated at a rate equal to the five-year U.S. Treasury
     Bill rate as such rate was in effect on the immediately preceding Valuation
     Date. Said amount of interest earned shall be calculated utilizing a 360
     day year and the aggregate Account balance of each Participant that is
     deemed to be invested in the Interest Bearing Fund, including all prior
     accruals of interest.

          (c) Notwithstanding any other provision of the Plan that may be
     interpreted to the contrary, the investment options, including Bank Stock,
     are to be used for measurement


                                       12

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     purposes only, and a Participant's election of any such investment option,
     the allocation to his or her Account balances thereto, the calculation of
     additional amounts and the crediting or debiting of such amounts to a
     Participant's Account balances shall not be considered or construed in any
     manner as an actual investment of his or her Account balances in any such
     investment option. In the event that the Bank or the Trustee, in its own
     discretion, decides to invest funds in any or all of the investment
     options, no Participant shall have any rights in or to such investments
     themselves. Without limiting the foregoing, a Participant's Account
     balances shall at all times be a bookkeeping entry only and shall not
     represent any investment made on the Participant's behalf by the Bank or
     the Trust. The Participant shall at all times remain an unsecured creditor
     of the Bank.

     5.2 Accounting for Distributions. As of the date of any distribution
hereunder pursuant to Article VI, the distribution to a Participant or his or
her Beneficiary or Beneficiaries shall be charged to such Participant's Account.

     5.3 Separate Accounts. A separate account under the Plan shall be
established and maintained by the Bank on behalf of each Participant to record
his or her interest in the Plan, with subaccounts to show separately the deemed
earnings and losses credited or debited to the deemed investments of the
Account.

     5.4 Deemed Investment Directions of Participants. Subject to such
limitations as may from time to time be required by law, imposed by the Bank, or
the Trustee, or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Bank or the
Trustee, prior to and effective for each Designation Date, each Participant may
communicate to the Bank a direction as to how his or her Account should be
deemed invested


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among the two deemed investments available hereunder. Such direction shall
designate the percentage (in any whole percent multiples) of each portion of the
Participant's Account that is requested to be deemed invested in the deemed
investments and shall be subject to the following rules:

          (a) Any initial or subsequent deemed investment direction shall be in
     writing, on a form supplied by and filed with the Bank, and shall be
     effective as of the next Designation Date that is at least ten (10)
     business days after such filing.

          (b) All amounts credited to a Participant's Account shall be deemed to
     be invested in accordance with the then effective deemed investment
     direction, and, as of the effective date of any new deemed investment
     direction, all or a portion of the Participant's Account at that date shall
     be reallocated among the designated deemed investment funds according to
     the percentages specified in the new deemed investment direction unless and
     until a subsequent deemed investment direction shall be filed and become
     effective. An election concerning deemed investment choices shall continue
     indefinitely as provided in the Participant's most recent Election Form or
     other form specified by the Bank.

          (c) If the Bank receives an initial deemed investment direction that
     it deems incomplete, unclear, or improper, the Participant's investment
     direction then in effect shall remain in effect (or, in the case of a
     deficiency in an initial deemed investment direction, the Participant shall
     be deemed to have filed a direction to invest all of the account in the
     Interest Bearing Fund) until the next Designation Date, unless the Bank
     provides for, and permits the application of, corrective action prior
     thereto.


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          (d) If the Bank possesses at any time directions as to the deemed
     investment of less than all of the Participant's Account, the Participant
     shall be deemed to have directed that the undesignated portion of the
     Account be deemed to be invested in Interest Bearing Fund.

          (e) Each reference in this Section 5.4 to a Participant shall be
     deemed to include, where applicable, a reference to a Beneficiary.


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                                   ARTICLE VI
                                    BENEFITS
                                    --------

     6.1 Retirement Benefit. A Participant is eligible for a Retirement Benefit
under this Plan when he has satisfied all the requirements for Retirement. The
Retirement Benefit will be based on the balance in the Participant's Account and
will be paid in ten (10) annual installments as described below.

     The amount to be paid with each installment shall be the balance in the
Participant's Account, as of the date of the "applicable valuation date," as
defined below, multiplied by a fraction, the numerator of which is one (1) and
the denominator of which is the number of installment payments remaining. For
purposes of this Section, the applicable valuation date for the first
installment payment shall be the date of the Participant's Retirement, and the
applicable valuation date for subsequent installment payments shall be the first
day of each Plan Year thereafter; provided, however, that in no event shall more
than one installment payment be made to a Participant in any one Plan Year. A
Participant shall receive the initial installment on the first day of the month
next following the Participant's Retirement, and each subsequent installment
payment shall be made within thirty (30) days of the applicable valuation date.

     If the Participant should die on or after he has satisfied all the
requirements for Retirement and before all of the ten installment payments are
made, the unpaid balance of the Participant's Account will be paid to his
designated Beneficiary in full as soon as practicable after the first day of the
calendar year following the year in which the said Participant dies.


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     Following receipt of his complete Retirement Benefit, a Participant shall
be entitled to no further benefits under the Plan.

     6.2 Disability. If a Participant suffers a Disability before he reaches
Retirement, then the Bank shall make ten (10) annual installment payments to
such Participant in the same manner and to the same extent as provided in
Section 6.1 above. Such installments shall commence on the first day of the
month next following the Participant's Disability, and each subsequent
installment shall be paid within thirty (30) days of the applicable valuation
date as set forth in section 6.1; provided, however, that in no event shall more
than one installment payment be made to a Participation in any one Plan Year.

     6.3 Termination Benefit.

          (a) Termination of Employment For Reasons Other Than Death,
     Disability, or Retirement. If a Participant terminates employment for any
     reason other than death, Disability, or Retirement, then the amount in such
     Participant's Account shall continue to accrue the Deemed Investment Rate
     as provided in Article V and no payments shall be made until such
     Participant attains the age of 65, at which time payments shall be made in
     the same manner and to the same extent as set forth in Section 6.1 above.
     Notwithstanding the foregoing, if prior to attaining the age of 65 such
     Participant should become Disabled, or if prior to attaining the age of 65
     such Participant should die, then payments shall be made in the same manner
     and to the same extent as set forth in Sections 6.2 (Disability Benefits)
     or 6.4 (Survivor Benefits), as applicable.


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<PAGE>

          (b) Vesting in Account. Subject only to Section 6.3(b)(i) below, a
     Participant shall always be one hundred percent (100%) fully vested in his
     Account and, no portion of such Account balance is subject to forfeiture.

               (i) Forfeitures. Notwithstanding anything hereinabove to the
          contrary, a Participant whose employment with the Bank is terminated
          for Cause shall forfeit all amounts in his Account and all rights of
          such employee, his designated Beneficiary, executors, administrators,
          or other persons, to receive payments thereof shall be forfeited. Such
          forfeited amounts shall revert to and become part of the Bank's
          general unrestricted assets.

     6.4 Survivor Benefits.

          (a) Pre-Retirement. If a Participant dies while employed by the Bank
     but before such Participant is otherwise eligible to receive Retirement
     Benefits, or after such Participant is eligible to receive Retirement
     Benefits but before receipt of all such benefits, a Survivor Benefit will
     be paid to his Beneficiary in a lump sum equal to the balance of his
     Account as soon as practicable after the first day of the Plan Year
     following the year in which such Participant died.

     6.5 Change in Control Provisions.


          (a) Full Vesting. Notwithstanding anything hereinabove to the
     contrary, in the event of any Change in Control of the Company, each
     Participant's Account shall immediately vest and become 100% nonforfeitable
     as of the date of the occurrence of a Change in Control.

          (b) Immediate Payouts Upon Termination of Employment. Each Participant
     who terminates employment for any reason following a Change in Control or
     any series of two or


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     more Changes in Control and each Participant who has previously terminated,
     retired or become Disabled and still maintains an Account hereunder, and
     each Beneficiary then receiving survivor benefits on account of the death
     of a Participant, shall receive his full Account balance in a lump sum
     within thirty (30) days after the later of the date of the Change in
     Control or the date on which the Participant terminates employment,
     regardless of any previous election by the Participant to receive
     Retirement Benefits in installments.

     6.6 Small Benefit. Notwithstanding anything herein to the contrary, in the
event the total amount owed to a Participant or a Beneficiary after the
Participant ceases to be employed by the Bank is $10,000 or less, the
Administrator shall promptly distribute any such amount in a single lump sum
payment.

     6.7 Withholding: Payroll Taxes. To the extent required by the law in effect
at the time payments are made, the Bank shall withhold from payments made
hereunder the minimum taxes required to be withheld by the federal or any state
or local government. As to any payroll tax that is due from a Participant for
Compensation deferred under this Plan, the Bank shall collect such tax from
funds paid to such Participant with respect to other compensation not deferred
under the Plan unless said other compensation is insufficient to pay such
payroll taxes whereupon the shortfall shall serve to reduce the elected Deferral
amount.


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                                   ARTICLE VII
                             BENEFICIARY DESIGNATION
                             -----------------------

     7.1 Beneficiary Designation. Each Participant shall have the right, at any
time, to designate any person or persons as Beneficiary or Beneficiaries to whom
payment under this Plan shall be made in the event of Participant's death prior
to complete distribution to Participant of the Benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Administrator during the Participant's lifetime on a form prescribed by the
Administrator.

     The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed.

     If a Participant fails to designate a Beneficiary as provided above, or if
all designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Administrator shall direct
the distribution of such benefits to the Participant's estate.


                                       20

<PAGE>

                                  ARTICLE VIII
                                  CONTRIBUTIONS
                                  -------------

     All Participants and Beneficiaries shall have the status of general
unsecured creditors of the Bank. The Plan constitutes a mere promise by the Bank
to pay the Participants' Accounts in the future, and nothing contained in this
Plan and no action taken pursuant to the provisions of this Plan shall create or
be construed to create a fiduciary relationship between the Bank and the
Participant, his designated beneficiary or any other person. The Bank shall not
have any obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Plan. All Participants and Beneficiaries
shall be and remain general creditors of the Bank in the same manner as any
other creditor having a general claim for matured and unpaid compensation. The
Participant, his Beneficiary, or any other person claiming through the
Participant, shall only have the right to receive from the Bank the benefits
specified in this Plan. The Bank's obligation to pay the Participant the full
amount of his vested Account balance shall be offset by any amounts paid from
the Trust to the Participant or his Beneficiaries.

     Although the Bank reserves the absolute right at its sole discretion either
to set aside funds to assist in fulfilling the obligations undertaken by this
Plan or to refrain from so setting aside funds and to determine the extent,
nature, and method of so setting aside funds, it is the Bank's intent to make
contributions to the Trust of as much of the cumulative bookkeeping reserve
associated with the Plan, determined in accordance with generally accepted
accounting principles, as its operating cash flows permit. Nothing shall entitle
the Bank to any reversion of assets from the Trust, other than in accordance
with the terms and conditions of the Trust. At no time shall any Participant be
deemed to have any lien, right, title or interest in or to any specific


                                       21

<PAGE>

Trust investment or to any assets of the Bank. At all times, either the Bank or
the Trust shall be the owner of any assets used to satisfy the Bank's
obligations hereunder.


                                       22

<PAGE>

                                   ARTICLE IX
                             ADMINISTRATION OF PLAN
                             ----------------------

     9.1 Plan Administrator. The administration of the Plan shall be under the
supervision of the Administrator. The Administrator will have full power to
administer the Plan in all of its details, subject to applicable requirements of
law. For this purpose, the Administrator's powers will include, but will not be
limited to, the following authority, in addition to all other powers provided by
this Plan:

          (a) To make and enforce such rules and regulations as it deems
     necessary or proper for the efficient administration of the Plan, including
     the establishment of any claims procedures that may be required by
     applicable provisions of law;

          (b) To interpret the Plan, its interpretation thereof in good faith to
     be final and conclusive on all persons claiming benefits under the Plan;

          (c) To decide all questions concerning the Plan and the eligibility of
     any person to participate in the Plan;

          (d) To appoint such agents, counsel, accountants, consultants and
     other persons as may be required to assist in administering the Plan; and

          (e) To allocate and delegate its responsibilities under the Plan and
     to designate other persons to carry out any of its responsibilities under
     the Plan, any such allocation, delegation or designation to be in writing.


                                       23

<PAGE>

     9.2 Examination of Records. The Administrator will make available to each
Participant such of his or her records under the Plan as pertain to him or her,
for examination at reasonable times during normal business hours.

     9.3 Reliance on Reports and Certificates. In administering the Plan, the
Administrator will be entitled to the extent permitted by law to rely
conclusively upon any information furnished by any Bank, Participant,
Beneficiary, accountant, controller, attorney, actuary, consultant or other
advisor, and any agent of the foregoing, as the case may be.

     9.4 Nondiscriminatory Exercise of Authority. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a nondiscriminatory
manner so that all persons similarly situated will receive substantially the
same treatment.

     9.5 Indemnification of Administrator. The Bank agrees to indemnify and to
defend to the fullest extent permitted by law any Employee serving as the
Administrator or as a member of a committee designated as Administrator
(including any Employee or former Employee who formerly served as Administrator
or as a member of such committee) against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of any claim
approved by the Bank) occasioned by any act or omission to act in connection
with the Plan, if such act or omission is in good faith.


                                       24

<PAGE>

                                    ARTICLE X
                                  MISCELLANEOUS
                                  -------------

     10.1 Alienability and Assignment Prohibition. A Participant's or
Beneficiary's right to benefit payments under the Plan shall not be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or the
Participant's Beneficiaries.

     10.2 Binding Obligation of Bank and Any Successor in Interest. The Bank
expressly agrees that it shall not merge or consolidate into or with another
corporation or sell substantially all of its assets to another corporation, firm
or person until such corporation, firm or person expressly agrees, in writing,
to assume and discharge the duties and obligations of the Bank under this Plan.

     10.3 Amendment or Termination. The Bank expects the Plan to be permanent
but, since future conditions affecting the Bank cannot be anticipated or
foreseen, the Bank must necessarily and does hereby reserve the right to amend,
modify or terminate the Plan at any time by action of the Board. No amendment or
termination of the Plan shall operate to decrease any Participant's Account
balance as of the date of such action.

     10.4 Claims Procedure. In the event any claim by a Participant or
Beneficiary is denied as to the amount and/or the method of payment under the
Plan, such Participant or Beneficiary shall be given prompt notice in writing of
such denial, which notice shall set forth the reason for the denial. The
Participant or Beneficiary may, by filing notice in writing with the Board
within sixty (60) days after the date of such notice of denial, request review
of such denial. The Board shall


                                       25

<PAGE>

review such denial, and shall state its decision, in writing, in a manner
calculated to be understood, to the Participant or Beneficiary concerned.

     10.5 Employment and Other Rights. This Plan creates no rights whatsoever in
any Participant to continue in the employ of the Bank for any length of time,
nor does it affect the right of any Participant to participate in or be covered
by any other pension, profit sharing, welfare benefit, bonus or other
supplemental compensation plan or fringe benefit program of the Bank.

     10.6 Governing Law. To the extent not preempted by ERISA, this Plan shall
be construed, administered and enforced according to the laws of the
Commonwealth of Virginia.

     IN WITNESS WHEREOF, the Bank has caused this Plan to be executed on its
behalf by its duly authorized officer, on the day and year first above written.

     This Plan document is signed on _________________________________, 2001.

                                       BANK OF THE COMMONWEALTH
                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------
ATTEST:

By:
   ------------------------------------
Title:
      ---------------------------------



                                       26

<PAGE>

                                    EXHIBIT I
                                    ---------

                            BANK OF THE COMMONWEALTH
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                            Schedule of Participants
                            ------------------------

                                               Number of
                                           Years of Service
                             Date of         as of Date of      Opening Balance
Name                      Participation      Participation      as of 01/01/2002

                                       27