Reference is made to that certain Letter Agreement incorporating the Securities Purchase

Agreement —Standard Terms dated as of December 19, 2008 (the "Securities Purchase

Agreement" ) by and among the United States Department of the Treasury (the "Investor" )

and

CoITllTlUnlty Bankers TIUst ColpoI'ation, a Delawal'e corpolatlon (the Acgulred Company ).

Further detail regarding the Securities Purchase Agreement is set forth on Schedule A hereto.

Investol, the Acquired ColTlpBny arlcl ColT11TlUnlty Barlkers TIUst Corporation, a Virginia

corporation (the "Acquiror Company"; collectively, Acquiror Company and Acquired Company

are referred to as the "Companies" ) desire to set forth herein certain additional agreements as a

IesUlt ofthe corlsUmIIlatlon of B.ITlelgel'lansBctlon pUrsuant to an Agleenlent ancl Plan of

Reincorporation and Merger dated as of May 13, 2013 by and among Acquiror Company, and

Acquired Company, effective on January 1, 2014 (the "Merger Transaction" ). This letter shall

be referred to as the "Post-Merger Side Letter." Capitalized terms used but not defined herein

shall have the meanings assigned to them in the Securities Purchase Agreement and the

Certificate of Designations.

As a result of the Merger Transaction, the Acquiror Company has assumed the

obligations and responsibilities of Acquired Company with respect to hlvestor. Specifically:

1. Concurrently herewith, the Acquiror Company is paying all accrued and unpaid

dividends on the Acquired Company's Designated Preferred Shares and is issuing a new

series of preferred shares in exchange for the Acquired Company's Designated Preferred

Sl'lales; ancl

2. Pursuant to Section 4.3 ofthe Securities Purchase Agreement and effective as of

the date hereof, Acquiror Company hereby expressly assumes the due and punctual

performance and observance of each and every covenant, agreement, and condition of the

Securities Purchase Agreement and all ancillary documents to be performed and observed

by Acquired Company.

In connection with the foregoing, with the exception ofthe Securities Purchase

AgreelTlent, AcqUII'ol'olllpany ls IssUlng new documentation to Investol to I eflect the

investment that Investor initially made in the Acquired Company, including the following (BII

section references below are to the Securities Purchase Agreement, unless otherwise provided):

1. an officer's certificate regarding a bring down ofthe representations in the

SecUrltles PUrchase AgleelTlent as ofthe date hereof, per Section 1.2(d)(ii), with any exceptions

to such representations noted on a disclosure schedule attached hereto;
United States Department ofthe Treasury

Page 2

2. evidence the Acquiror Company filed a Certificate of Designations in connection

with the New Preferred Shares (as defined below) issued to Investor as outlined in paragraph 6

below, pcl Scctlon 1.2(d)(iii);

3. an officer's certificate regarding compliance with section 111(b)ofthe

Emergency Economic Stabilization Act of 2008 as of the date hereof, per Section 1.2(d)(iv)„'.

waivers from Senior Executive Officers and others in accordance with the

EIHcrgcncy EconoIHlc Stablllzatlon Act of 2008, as aIHcnclccl by thc American Rccovcry ancl

Reinvestment Act of 2009 ("A~"),releasing Investor from certain claims, dated as of the date

hereof, per Section 1.2(d)(v);

5. a legal opinion regarding the New Preferred Shares and New Warrant (as defined

below), per Section 1.2(d)(vi);

6. a certificate representing a number of a new series of preferred shares issued by

the Acquiror Company to replace the Acquired Company's Designated Preferred Shares (the

"XeW I'I efeI7 ed ShareS" );

7. a warrant to purchase shares of common stock issued by the Acquiror Company

to replace the Acquired Company's warrant (the "Pew tFarrant");

8. a side letter regarding compliance with A~; and

9. a copy of the artlclcs and bylaws of thc AcclUllor ColTlpany.

Acquiror Company hereby acknowledges receipt of each of the closing documents in

conncc'tlon with thc lnltlal Investor closing fol AcqUII'ccl ColTlpal'ly, with the cxccptlon ofthc

Securities Purchase Agreement.

This side letter agreement, the Securities Purchase Agreement and the above-listed

documentation constitutes the entire agreement, and supersedes all other prior agreements,

understandings, representations and warranties, both written and oral, between the parties with

lcspcct to thc subfcct Inattcl hclcof.

This side letter agreement may be executed in counterparts, each of which shall be

deemed an original and all of which shall together constitute one and the same instrument. This

side letter agreement shall be governed by and construed in accordance with the federal law of

the United States if and to the extent such law is applicable, and otherwise in accordance with the

laws ofthe State of New York applicable to contracts made and to be performed entirely within

sUch state.
United States Department ofthe Treasury

Signature Page

Name: Rex L. Smith, Ill

Title: President and Chief Executive Officer
In witness wIMrcof, 'this side 1cttcf agTccHlcnt has bccn (inly cxccntcct by tlM anthnl'Ized

fcprcscntatlvcs Qf t1M partlcs 1MrctQ as Qf tlM date fll'st abQvc wl lttcn.

By:

Name:

Title:

Nan&e: TimothyJ owen

Title: Depu ssistant Secretary for

I"inancial StabiHty
General Information Regarding Acquired Company Initial Closing:

Acquired Company Name: Community Hankers Trust Corporation

Date of Acquired Company Letter Agreement incorporating

the Securities Purchase Agreement: December 19„2008

Corporate or other organizational form ofthe Acquired Company: Delaware corporation

NulTlber and scllcs of preferred stock issued to the

Investor at the Acquired Company Closing: 17,680 shares of Fixed Rate Cumulative Perpetual

Preferred Stock, Series A

Number of Acquired Company Initial Warrant Shares: 780,000

Terms ofthe Merger/~cceotsitioo:

Effective Date of Merger/Acquisition: January 1, 2014

NUlrlbcl'f Ncw WaITant Shares IssUccl to Invcstol by AcqU11'or. ColTlpany

Post-Merger to Replace Initial Warrant Shares: 780,000

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