Amendment to Employment Agreement of John O. Guthrie dated December 21, 2009



 Exhibit 10.32 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS
AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of December 21, 2009, by and between Heritage Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank, a Virginia corporation, and
John O. Guthrie (the “Executive”). 
 RECITALS 
 Bankshares, Bank and Executive previously entered into an Employment Agreement as of June 9, 2006 (“Employment Agreement”),
which has been amended subsequently; and 
 Bankshares, Bank and Executive desire to amend the Employment Agreement as further
provided herein. 
 NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and
valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, Bankshares, Bank and Executive hereby agree that effective January 1, 2009, the Employment Agreement is hereby amended to read as follows:

  

	1.	A new paragraph is added to the end of Section 1(e) of the Employment Agreement, Change of Control, to read as follows: 

 Notwithstanding the foregoing, a Change in Control shall be deemed to occur under the Employment Agreement only to the extent any triggering
business transaction constitutes a change in the ownership or effective control of Bankshares, or in the ownership of a substantial portion of the assets of Bankshares, as determined under Code Section 409A and Treasury Regulations issued
thereunder from time to time. 








	2.	A new sentence shall be added to the end of Section 7(b) to read as follows: 

 Such additional compensation and accrued and unused leave payments shall be paid in a single lump sum within 30 days from Executive’s
date of death. 
  

	3.	A new Section 18 is added to read as follows: 

 18. INTERNAL REVENUE CODE SECTION 409A/CONTINUATION OF BENEFITS/REIMBURSEMENTS  
 This Agreement is intended to and shall comply with Internal Revenue Code Section 409A. All references to a termination of employment and separation from service shall mean and be administered to
comply with the definition of “separation from service” in Code Section 409A. 
 All reimbursements provided
under this Agreement shall comply with Code Section 409A and shall be subject to the following requirements: 
  

	 	(a)	The amount of expenses eligible for reimbursement, during the Executive’s taxable year may not affect the expenses eligible for reimbursement to be provided in
another taxable year, and 

  

	 	(b)	The reimbursement of an eligible expense must be made by December 31 following the taxable year in which the expense was incurred. 

 The right to reimbursement is not subject to liquidation or exchange for another benefit. 
 If Executive is a “specified employee” (as defined under Code Section 409A) at the time of separation from service, to the
extent that any amount payable under this Agreement constitutes “deferred compensation” under Code Section 409A (and is not otherwise excepted from Code Section 409A coverage by virtue of being considered “separation
pay” or a “short term deferral” or otherwise) and is payable to Executive based upon a separation from service (other than death or “disability” as defined under Code Section 409A), such amount shall not be paid until
the first day following the six-month anniversary of the employee’s separation from service. 
 Any right to a series of
installment payments shall be treated as a right to a series of separate payments for purposes of Code Section 409A. 
 Payment of any unused vacation or sick leave, unless expressly provided otherwise herein shall be made in a single lump sum within 30 days of separation from service. 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first
above written. 
  

							
		 		 	EXECUTIVE
			
	Date: December 22, 2009	 		 	 /s/ John O. Guthrie

		 		 	John O. Guthrie
			
		 		 	HERITAGE BANKSHARES, INC.
				
	Date: December 21, 2009	 		 	By:	 	 /s/ Michael S. Ives

		 		 		 	Michael S. Ives
		 		 		 	President and Chief Executive Officer
			
		 		 	HERITAGE BANK
				
	Date: December 21, 2009	 		 	By:	 	 /s/ Michael S. Ives

		 		 		 	Michael S. Ives
		 		 		 	President and Chief Executive Officer

  

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