Exhibit 4.2



 Exhibit 4.2 
 FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT 
 THIS
FIRST AMENDMENT (the “Amendment”) is entered into and is effective as of December 21, 2009, by and among (i) Xenith Corporation, a Virginia corporation (“Xenith”), (ii) BCP Fund I Virginia Holdings,
LLC, a Delaware limited liability company (“BCP Fund”), and (iii) those Holders listed on Exhibit A hereto (such Holders being referred to herein collectively as the “D&O Holders”). 
 WHEREAS, the parties to this Amendment, together with certain other individual Holders, have entered into an Investor Rights Agreement dated
as of June 26, 2009 (the “Investor Rights Agreement”), pursuant to which all of the Holders have agreed to vote their shares of common stock with respect to the election of certain directors in the manner provided for in
Article 2 of the Investor Rights Agreement. 
 WHEREAS, as of the date of this Amendment, (i) BCP Fund is the sole
Institutional Investor, and (ii) the D&O Holders are those Persons who are currently directors or executive officers of Xenith Corporation and who will become directors or executive officers of Xenith Bankshares, Inc., at the effective time
of the Merger; 
 WHEREAS, the Company, BCP Fund and the D&O Holders desire to amend the Investor Rights Agreement pursuant
to Section 4.1 thereof in order to provide that the obligations of the Holders under Article 2 of the Investors Rights Agreement shall only apply to the Institutional Investors and the D&O Holders, and the remaining Holders shall be
relieved of their obligations under Article 2; and 
 WHEREAS, capitalized terms used in this Amendment and not otherwise
defined shall have the meanings ascribed to them of the Investor Rights Agreement. 
 NOW THEREFORE, in consideration of the
foregoing, and for other valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 
  

	 	1.	Amendment to Provisions Relating to Election of Directors. 

 Section 2 of the Investors Rights Agreement is hereby amended and restated in its entirety to provide as follows: 
  

	 	“2.	ELECTION OF DIRECTORS 

  

	 	2.1.	BankCap Designees 

   The Company hereby agrees to take such actions as are necessary, and each Institutional Investor and D&O Holder agrees to vote its shares of Common Stock and take such other actions as are necessary, so as to elect, reelect,
vote or replace as a Director of the Company, one (1) individual designated by BankCap for so long as BankCap is a registered bank holding company under the Bank








 
Holding Company Act of 1956, as amended, with respect to the Company. In addition to the Director designated pursuant to the immediately preceding sentence, for so long as BankCap, together with
its affiliates, are the beneficial owners of shares of Common Stock representing not less than 25% of the outstanding voting capital stock of the Company, the Company hereby agrees to take such actions as are necessary, and each Institutional
Investor and D&O Holder agrees to vote its shares of Common Stock and take such other actions as are necessary, so as to elect, reelect, vote or replace as a Director of the Company, one individual designated by BankCap. The Directors designated
by BankCap pursuant to this Section 2.1 shall be referred to as the BankCap Directors. 
  

	 	2.2.	Removal and Substitution of Board Members 

   The Company hereby agrees to take such actions as are necessary, and each Institutional Investor and D&O Holder agrees to vote its shares of Common Stock, and take such other actions as
are necessary, for the removal of any BankCap Director upon the request of BankCap and for the election to the Board of Directors of a substitute designated by BankCap in accordance with Section 2.1 hereof. 
  

	 	2.3.	Vacancies on Board of Directors 

   The Company hereby agrees to take such actions as are necessary, and each Institutional Investor and D&O Holder agrees to vote its shares of Common Stock and take such other actions as are
necessary, in such manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors of the Company caused by the resignation, removal or death of a BankCap Director shall be filled only in accordance with
Section 2.1 hereof. 
  

	 	2.4.	Provisions Regarding Election of Directors not Applicable to Certain Holders 

   For the avoidance of doubt, the provisions of this Article 2 shall not apply to any Holder other than
Institutional Investors and the D&O Holders. 
  

	 	2.	Ratification. 

 Except as
expressly amended hereby, all of the provisions of the Investor Rights Agreement are ratified and confirmed as in full force and effect. 
  

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	 	3.	Execution in Counterparts. 

 To facilitate execution, this Amendment may be executed in as many counterparts as may be necessary or convenient, with all counterparts together constituting a single agreement. 
 [signatures appear on following pages] 
  

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 WITNESS the following signatures. 
  

			
	XENITH CORPORATION
		
	By:	 	 /s/ T. Gaylon Layfield, III

	Mr.	 	T. Gaylon Layfield, III
		 	Chief Executive Officer and President
	
	BCP FUND I VIRGINIA HOLDINGS, LLC
		
	By:	 	BankCap Partners Fund I, L.P.
		 	its Sole Member
		
	By:	 	BankCap Partners GP, L.P.
		 	its General Partner
		
	By:	 	BankCap Equity Fund, LLC,
		 	its General Partner
		
	By:	 	 /s/ Scott A. Reed

		 	Scott A. Reed
		 	its Managing Member


  

	
	D&O HOLDERS:
	
	 /s/ Palmer M. Garson

	 Palmer M. Garson

	
	 /s/ Brian D. Jones

	 Brian D. Jones

	
	 /s/ T. Gaylon Layfield, III

	 T. Gaylon Layfield, III



 [First Amendment Investor Rights Agreement] 
  

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	 /s/ Malcolm S. McDonald

	Malcolm S. McDonald
	
	 /s/ Robert J. Merrick

	Robert J. Merrick
	
	 /s/ Scott A. Reed

	Scott A. Reed
	
	 /s/ Mark B. Sisisky

	Mark B. Sisisky
	
	 /s/ Thomas W. Osgood

	Thomas W. Osgood
	
	 /s/ Ronald E. Davis

	Ronald E. Davis
	
	 /s/ Wellington W. Cottrell, III

	Wellington W. Cottrell, III
	
	 /s/ W. Jefferson O’Flaherty

	W. Jefferson O’Flaherty


 [First Amendment Investor Rights Agreement] 
  

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 EXHIBIT A 
 List of D&O Holders 
 Palmer P. Garson 
 Brian D. Jones 
 T. Gaylon Layfield, III

 Malcolm S. McDonald 
 Robert J.
Merrick 
 Scott A. Reed 
 Mark B.
Sisisky 
 Thomas W. Osgood 
 Ronald
E. Davis 
 Wellington W. Cottrell, III 
 W. Jefferson O’Flaherty 
  

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