<PAGE>

                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY



================================================================================

                   COMMONWEALTH BANKSHARES, INC. CORPORATION



                                      to

                           WILMINGTON TRUST COMPANY

                                    Trustee


                     ______________________________________

                         JUNIOR SUBORDINATED INDENTURE



                                  Dated as of____________


================================================================================
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
ARTICLE I - Definitions and Other Provisions of General Application............................  1

SECTION 1.01.    Definitions ..................................................................  1
                 -----------
SECTION 1.02.    Compliance Certificate and Opinions ..........................................  11
                 -----------------------------------
SECTION 1.03.    Forms of Documents Delivered to Trustee ......................................  12
                 ---------------------------------------
SECTION 1.04.    Acts of Holders ..............................................................  12
                 ---------------
SECTION 1.05.    Notices to Trustee and Company ...............................................  13
                 ------------------------------
SECTION 1.06.    Notice to Holders:  Waiver ...................................................  14
                 --------------------------
SECTION 1.07.    Conflict with Trust Indenture Act ............................................  14
                 ---------------------------------
SECTION 1.08.    Effect of Headings and Table of Contents .....................................  14
                 ----------------------------------------
SECTION 1.09.    Successors and Assigns .......................................................  14
                 ----------------------
SECTION 1.10.    Separability Clause ..........................................................  14
                 -------------------
SECTION 1.11.    Benefits of Indenture ........................................................  14
                 ---------------------
SECTION 1.12.    Governing Law ................................................................  14
                 -------------
SECTION 1.13.    Non-Business Day .............................................................  14
                 ----------------
SECTION 2.01.    Forms Generally ..............................................................  15
                 ---------------
SECTION 2.02.    Form of Face of Security .....................................................  15
                 ------------------------
SECTION 2.03.    Form of Reverse of Security ..................................................  19
                 ---------------------------
SECTION 2.04.    Additional Provisions Required in Global Security ............................  21
                 -------------------------------------------------
SECTION 2.05.    Form of Trustee's Certificate of Authentication ..............................  22
                 -----------------------------------------------

ARTICLE III - The Securities ..................................................................  22

SECTION 3.01.    Title and Terms ..............................................................  22
                 ---------------
SECTION 3.02.    Denominations ................................................................  25
                 -------------
SECTION 3.03.    Execution, Authentication, Delivery and Dating ...............................  25
                 ----------------------------------------------
SECTION 3.04.    Temporary Securities .........................................................  26
                 --------------------
SECTION 3.05.    Global Securities ............................................................  27
                 -----------------
SECTION 3.06.    Registration, Transfer and Exchange Generally:  Certain Transfers
                 and Exchanges:  Restricted Securities Legends ................................  28
                 ------------------
SECTION 3.07.    Mutilated, Destroyed, Lost and Stolen Securities .............................  31
                 ------------------------------------------------
SECTION 3.08.    Payment of Interest; Interest Rights Preserved ...............................  32
                 ----------------------------------------------
SECTION 3.09.    Persons Deemed Owners ........................................................  33
                 ---------------------
SECTION 3.10.    Cancellation .................................................................  34
                 ------------
SECTION 3.11.    Computation of Interest ......................................................  34
                 -----------------------
SECTION 3.12.    Deferrals of Interest Payment Dates ..........................................  34
                 -----------------------------------
SECTION 3.13.    CUSIP Numbers ................................................................  35
                 -------------

ARTICLE IV - Satisfaction and Discharge .......................................................  36

SECTION 4.01.    Satisfaction and Discharge of Indenture ......................................  36
                 ---------------------------------------
SECTION 4.02.    Application of Trust Money ...................................................  37
                 --------------------------

ARTICLE V - Remedies...........................................................................  37

SECTION 5.01.    Events of Default ............................................................  37
                 -----------------
SECTION 5.02.    Acceleration of Maturity; Rescission and Annulment ...........................  38
                 --------------------------------------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 5.03.    Collection of Indebtedness and Suits for Enforcement by Trustee ..............  40
                 ---------------------------------------------------------------
SECTION 5.04.    Trustee May File Proofs of Claim .............................................  40
                 --------------------------------
SECTION 5.05.    Trustee May Enforce Claim Without Possession of Securities ...................  41
                 ----------------------------------------------------------
SECTION 5.06.    Application of Money Collected ...............................................  41
                 ------------------------------
SECTION 5.07.    Limitation on Suits ..........................................................  42
                 -------------------
SECTION 5.08.    Unconditional Right of Holders to Receive Principal and Interest .............  42
                 ----------------------------------------------------------------
SECTION 5.09.    Restoration-of-Rights and Remedies ...........................................  43
                 ----------------------------------
SECTION 5.10.    Rights and Remedies Cumulate .................................................  43
                 ----------------------------
SECTION 5.11.    Delay or Omission Not Waiver .................................................  43
                 ----------------------------
SECTION 5.12.    Control by Holders ...........................................................  44
                 ------------------
SECTION 5.13.    Waiver of Past Defaults ......................................................  44
                 -----------------------
SECTION 5.14.    Undertaking for Costs ........................................................  45
                 ---------------------
SECTION 5.15.    Waiver of Usury, Stay or Extension Laws ......................................  45
                 ---------------------------------------

ARTICLE VI - The Trustee ......................................................................  45

SECTION 6.01.    Certain Duties and Responsibilities ..........................................  45
                 -----------------------------------
SECTION 6.02.    Notice of Defaults ...........................................................  46
                 ------------------
SECTION 6.03.    Certain Rights of Trustee ....................................................  47
                 -------------------------
SECTION 6.04.    Not Responsible for Recitals or Issuance of Securities .......................  48
                 ------------------------------------------------------
SECTION 6.05.    May Hold Securities ..........................................................  48
                 -------------------
SECTION 6.06.    Money Held in Trust ..........................................................  48
                 -------------------
SECTION 6.07.    Compensation and Reimbursement ...............................................  48
                 ------------------------------
SECTION 6.08.    Disqualification; Conflicting Interests ......................................  49
                 ---------------------------------------
SECTION 6.09.    Corporate Trustee Required; Eligibility ......................................  49
                 ---------------------------------------
SECTION 6.10.    Resignation and Removal, Appointment of Successor ............................  50
                 -------------------------------------------------
SECTION 6.11.    Acceptance of Appointment Successor ..........................................  51
                 -----------------------------------
SECTION 6.12.    Merger, Conversion, Consolidation or Succession to Business ..................  52
                 -----------------------------------------------------------
SECTION 6.13.    Preferential Collection of Claims Against Company ............................  52
                 -------------------------------------------------
SECTION 6.14.    Appointment of Authenticating Agent ..........................................  53
                 -----------------------------------
SECTION 6.15.    Trustee's Rights and Obligations .............................................  54
                 --------------------------------

ARTICLE VII - Holder's Lists and Reports by Trustee and Company ...............................  54

SECTION 7.01.    Company to Furnish Trustee Names and Addresses of Holders ....................  54
                 ---------------------------------------------------------
SECTION 7.02.    Preservation of Information.  Communications to Holders ......................  54
                 -------------------------------------------------------
SECTION 7.03.    Reports by Trustee ...........................................................  55
                 ------------------
SECTION 7.04.    Reports by Company ...........................................................  55
                 ------------------

ARTICLE VIII - Consolidation, Merger, Conveyance, Transfer or Lease ...........................  56

SECTION 8.01.    Company May Consolidate Only on Certain Terms ................................  56
                 ---------------------------------------------
SECTION 8.02.    Successor Company Substituted ................................................  56
                 -----------------------------

ARTICLE IX - Supplemental Indentures...........................................................  57

SECTION 9.01.    Supplemental Indentures without Consent of Holders ...........................  57
                 --------------------------------------------------
SECTION 9.02.    Supplemental Indentures with Consent of Holders ..............................  58
                 -----------------------------------------------
SECTION 9.03.    Execution of Supplemental Indentures .........................................  60
                 ------------------------------------
SECTION 9.04.    Effect of Supplemental Indentures ............................................  60
                 ---------------------------------
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
SECTION 9.05.    Conformity with Trust Indenture Act .....................................  60
                 -----------------------------------
SECTION 9.06.    Reference in Securities to Supplemental Indentures ......................  60
                 --------------------------------------------------

ARTICLE X - Covenants.....................................................................  60

SECTION 10.01.   Payment of Principal and Interest .......................................  60
                 ---------------------------------
SECTION 10.02.   Maintenance of Office or Agency .........................................  60
                 -------------------------------
SECTION 10.03.   Money for Security Payments to be Held in Trust .........................  60
                 -----------------------------------------------
SECTION 10.04.   Statement as to Compliance ..............................................  61
                 --------------------------
SECTION 10.05.   Waiver of Certain Covenants .............................................  62
                 ---------------------------
SECTION 10.06.   Payment of the Trusts' Costs and Expenses ...............................  62
                 -----------------------------------------
SECTION 10.07.   Additional Covenants ....................................................  63
                 --------------------
SECTION 10.08.   Information Returns .....................................................  63
                 -------------------
SECTION 10.09.   Statement by Officers as to Default .....................................  64
                 -----------------------------------
SECTION 10.10    Delivery of Certain Information .........................................  64
                 -------------------------------

ARTICLE XI - Redemption or Prepayment of Securities ......................................  64

SECTION 11.01.   Applicability of This Article ...........................................  65
                 -----------------------------
SECTION 11.02.   Election To Redeem:  Notice to Trustee ..................................  65
                 --------------------------------------
SECTION 11.03.   Selection of Securities to be Redeemed ..................................  65
                 --------------------------------------
SECTION 11.04.   Notice of Redemption ....................................................  65
                 --------------------
SECTION 11.05.   Deposit of Redemption Price .............................................  66
                 ---------------------------
SECTION 11.06.   Payment of Securities Called for Redemption .............................  67
                 -------------------------------------------
SECTION 11.07.   Company's Right of Redemption ...........................................  67
                 -----------------------------

ARTICLE XII - Sinking Funds ..............................................................  67

SECTION 12.01.   Applicability of Article ................................................  68
                 ------------------------
SECTION 12.02.   Satisfaction of Sinking Fund Payments with Securities ...................  68
                 -----------------------------------------------------
SECTION 12.03.   Redemption of Securities Sinking Fund ...................................  68
                 -------------------------------------

ARTICLE XIII - Subordination of Securities ...............................................  70

SECTION 13.01.   Securities Subordinate to Senior Debt ...................................  70
                 -------------------------------------
SECTION 13.02.   Payment Over of Proceeds upon Dissolution ...............................  70
                 -----------------------------------------
SECTION 13.03.   Prior Payment to Senior Debt Upon Acceleration of Securities ............  71
                 ------------------------------------------------------------
SECTION 13.04.   No Payment When Senior Debt in Default ..................................  72
                 --------------------------------------
SECTION 13.05.   Payment Permitted If No Default .........................................  72
                 -------------------------------
SECTION 13.06.   Subrogation to Rights of Holders of Senior Debt .........................  72
                 -----------------------------------------------
SECTION 13.07.   Provisions Solely to Define Relative Rights .............................  73
                 -------------------------------------------
SECTION 13.08.   Trustee to Effectuate Subordination .....................................  73
                 -----------------------------------
SECTION 13.09.   No Waiver of Subordination Provisions ...................................  73
                 -------------------------------------
SECTION 13.10.   Notice to Trustee .......................................................  74
                 -----------------
SECTION 13.11.   Reliance on Judicial Order or Certificate of Liquidating Agent ..........  74
                 --------------------------------------------------------------
SECTION 13.12.   Trustee Not Fiduciary for Holders of Senior Debt ........................  74
                 ------------------------------------------------
SECTION 13.13.   Rights of Trustee as Holder of Senior Debt ..............................  74
                 ------------------------------------------
SECTION 13.14.   Article Applicable to Paying Agents .....................................  74
                 -----------------------------------
SECTION 13.15.   Certain Conversions or Exchanges Deemed Payment .........................  75
                 -----------------------------------------------

ARTICLE XIV - Conversion of Securities ...................................................  75

SECTION 14.01.   Conversion Rights .......................................................  75
                 -----------------
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
SECTION 14.02.   Conversion Procedures ..................................................................  75
                 ---------------------
SECTION 14.03.   Conversion Price Adjustments ...........................................................  78
                 ----------------------------
SECTION 14.04.   Reclassification, Consolidation, Merger or Sale of Assets ..............................  81
                 ---------------------------------------------------------
SECTION 14.05.   Notice of Adjustments of Conversion Price ..............................................  82
                 -----------------------------------------
SECTION 14.06.   Prior Notice of Certain Events .........................................................  82
                 ------------------------------
SECTION 14.07.   Certain Defined Terms ..................................................................  83
                 ---------------------
SECTION 14.08.   Dividend or Interest Reinvestment Plans ................................................  84
                 ---------------------------------------
SECTION 14.09.   Certain Additional Rights ..............................................................  84
                 -------------------------
SECTION 14.10.   Trustee Not Responsible for Determining Conversion Price or Adjustments ................  84
                 -----------------------------------------------------------------------
SECTION 14.11.   Termination of Conversion Rights .......................................................  85
                 --------------------------------
</TABLE>

                                      iv
<PAGE>

                         COMMONWEALTH BANKSHARES, INC.

     Reconciliation and tie between the Trust Indenture Act of 1939 (including
 cross-references to provisions of Sections 310 and including 317 which,
 pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by
 the Trust Reform Act of 1990, are a part of and govern the Indenture whether or
 not physically contained therein) and the Junior Subordinated Indenture, dated
 as of _____________, 2000.

<TABLE>
<CAPTION>
                                                                                           Indenture
Trust Indenture Act Section                                                                Section
---------------------------                                                                -------
<S>                                                                                        <C>
(S)310     (a)(1), (2) and (5)....................................................             6.09
(S)310     (a)(3).................................................................             Not Applicable
(S)310     (a)(4).................................................................             Not Applicable
(S)310     (b)....................................................................             6.08, 6.10
(S)310     (c)....................................................................             Not Applicable
(S)311     (a)....................................................................             6.13
(S)311     (b)....................................................................             6.13
(S)311     (c)....................................................................             Not Applicable
(S)312     (a)....................................................................             7.01, 7.02(a)
(S)312     (b)....................................................................             7.02(b)
(S)312     (c)....................................................................             7.02(c)
(S)313     (a)....................................................................             7.03(a)
(S)313     (b)....................................................................             7.03(b)
(S)313     (c)....................................................................             7.03(a), 7.03 (b)
(S)313     (d)....................................................................             7.03(c)
(S)314     (a)(1), (2) and (3)....................................................             7.04
(S)314     (a)(4).................................................................            10.04
(S)314     (b)....................................................................             Not Applicable
(S)314     (c)(1).................................................................             1.02
(S)314     (c)(2).................................................................             1.02
(S)314     (c)(3).................................................................             Not Applicable
(S)314     (d)....................................................................             Not Applicable
(S)314     (e)....................................................................             1.02
314        (f)....................................................................             Not Applicable
(S)315     (a)....................................................................             6.01(a)
(S)315     (b)....................................................................             6.02, 7.03(a)
(S)315     (c)....................................................................             6.01(b)
(S)315     (d)....................................................................             6.01(c)
(S)315     (d)(1).................................................................             6.01(c)(1)
(S)315     (d)(2).................................................................             6.01(c)(2)
(S)315     (d)(3).................................................................             6.01(c)(3)
(S)315     (e)....................................................................             5.14
(S)316     (a)....................................................................             5.12
(S)316     (a)(1)(A)..............................................................             5.12
(S)316     (a)(1)(B)..............................................................             5.13
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                           <C>
(S)        (a)(2).................................................................            Not Applicable
(S)        (b)....................................................................            5.08
(S)        (c)....................................................................            1.04(f)
(S)317     (a)(1).................................................................            5.03
(S)317     (a)(2).................................................................            5.04
(S)317     (b)....................................................................           10.03
(S)318     (a)....................................................................            1.07
</TABLE>

-----------------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Junior Subordinated Indenture.

                                       2
<PAGE>

     JUNIOR SUBORDINATED INDENTURE, dated as of ____________, 2000, between
COMMONWEALTH BANKSHARES, INC., a bank holding company established under the laws
of the Commonwealth of Virginia (hereafter called the "Company") having its
principal office at 403 Boush Street, Norfolk, Virginia 23510, and WILMINGTON
TRUST COMPANY, a Delaware corporation, as Trustee (hereafter called the
"Trustee").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereafter called the "Securities") of
substantially the tenor hereafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more business trusts (each a "Commonwealth
Bankshares Capital Trust" and, collectively, the "Commonwealth Bankshares
Capital Trusts") of preferred trust interests in such Commonwealth Bankshares
Capital Trusts (the "Capital Securities") and common interests in such
Commonwealth Bankshares Capital Trusts (the "Common Securities" and,
collectively with the Capital Securities, the "Trust Securities"), and to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered.

     NOW THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

                                   ARTICLE I

          Definitions and Other Provisions of General Application
          -------------------------------------------------------

     SECTION 1.01.  Definitions.  For all purposes of this Indenture, except as
                    -----------
otherwise expressly provided or unless the context otherwise requires:

     (1) The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular.

     (2) All other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein.

     (3) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles that are generally accepted at the date or time of such computation;
provided, that when two or more principles are so generally accepted, it shall
--------
mean that set of principles consistent with those in use by the Company.

     (4) The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.
<PAGE>

     (5) Unless otherwise specified herein, any reference to an "Article" or
Section" refers to an Article or a Section, as the case may be, of this
Indenture.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable Interest Payment Date and that shall accrue at the rate per
annum specified or determined as specified in any Officers' Certificate
delivered pursuant to Section 3.01.

     "Additional Sums" has the meaning specified in Section 10.06.

     "Administrative Action" has the meaning specified in the definition of "Tax
Event" in this Section 1.01.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent Member" means any member of, or participant in, the Depositary.

     "Amended and Restated Declaration of Trust" for each series of Securities
has the meaning specified in the Officers' Certificate for such series delivered
pursuant to Section 3.01.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Board of Directors" means either the board of directors of the Company or
any committee of that board duly authorized to act hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Hoard
of Directors, or such committee of the Board of Directors or officers of the
Company to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of Norfolk, Virginia are
authorized or required by law or executive order to remain closed, or (iii) a
day on which the Corporate Trust Office of the Trustee, or, with respect to the
Securities of a series issued to a Commonwealth Bankshares Capital Trust, the
Corporate Trust Office of the Property Trustee under the related Trust
Agreement, is closed for business.

                                       2
<PAGE>

     "Capital Securities" has the meaning specified in the first recital of this
Indenture.

     "Capital Securities Register" means the securities register or registers to
be kept or caused to be kept by the Property Trustee pursuant to the applicable
Trust Agreement.

     "Capital Treatment Event" means the Company shall have received an opinion
of independent bank regulatory counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any rules or regulations thereunder) of the
United States or any political subdivision thereof or therein or any rules,
guidelines or policies of the Federal Reserve or (b) any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement, action or decision is announced on or after the original
Issue Date of the Capital Securities, the Company will not be entitled to treat
the Capital Securities as "Tier I Capital" (or the equivalent thereof) (except
to the extent that the Capital Securities would otherwise constitute more than
25% of the Company's Tier I Capital (or the equivalent thereof)) for purposes of
the risk-based capital adequacy guidelines of the Federal Reserve, as then in
effect and applicable to the Company; provided, however, that the distribution
                                      --------  -------
of the Securities in connection with the liquidation of a Commonwealth
Bankshares Capital Trust by the Company shall not in and of itself constitute a
Capital Treatment Event.

     "Closing" has the meaning specified in Section 14.07(a).

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

     "Common Securities" has the meaning specified in the first recital of this
Indenture.

     "Common Stock" means the common stock, $2.50 par value, of the Company.

     "Commonwealth Bankshares Capital Trust" has the meaning specified in the
first recital of this Indenture.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Guarantee" means the guarantee by the Company of the distributions
on the Trust Securities of a Commonwealth Bankshares Capital Trust to the extent
of the Guarantee Agreement.

     "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman, Chief
Executive Officer, President or

                                       3
<PAGE>

a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Conversion Agent" means the Person appointed to act on behalf of the
holders of Trust Securities in effecting the conversion of Trust Securities to
Securities and of Securities to Common Stock as and in the manner set forth in
the related Trust Agreement and in this Indenture.

     "Conversion Date" has the meaning specified in Section 14.02(c).

     "Conversion Price" has the meaning specified in Section 14.01.

     "Conversion Request" means (a) the irrevocable request to be given by a
Holder of Securities to the Conversion Agent directing the Conversion Agent to
convert such Securities into Common Stock and (b) the irrevocable request to be
given by a holder of Trust Securities to the Conversion Agent directing the
Conversion Agent to exchange such Trust Security for Securities and to convert
such Securities into Common Stock on behalf of such holder.

     "Conversion Termination Date" has the meaning specified in Section
14.11(d).

     "Conversion Termination Date of the Securities" has the meaning specified
in Section 14.11(d).

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office as of the date of this Indenture is located at 1100 N.  Market Street,
Attention: Corporate Trust Administration, Wilmington, Delaware 19890.

     "Corporation" includes a corporation, association, company, joint-stock
company or business trust.

     "Current Market Price" has the meaning specified in Section 14.03(f).

     "Declaration of Trust" for each series of Securities has the meaning
specified in the Officers' Certificate for such series delivered pursuant to
Section 3.01.

     "Defaulted Interest" has the meaning specified in Section 3.08.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 with
respect to such series (or any successor thereto (a "Successor Depositary")).

     "Determination Date" has the meaning specified in Section 2.02.

                                       4
<PAGE>

     "Dissolution Event" means the liquidation of a Commonwealth Bankshares
Capital Trust pursuant to the related Trust Agreement, and the distribution of
the Securities held by the Property Trustee to the holders of the Trust
Securities issued by such Commonwealth Bankshares Capital Trust pro rata in
accordance with such Trust Agreement.

     "Dissolution Event Distribution" has the meaning specified in Section
14.11(b).

     "Dollar" means the currency of the United States of America that, as at the
time of payment, is legal tender for the payment of public and private debts.

     "DTC" means The Depository Trust Company.

     "Event of Default," unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in Article
V.

     "Expiration Time" has the meaning specified in Section 14.03(e).

     "Extension Period" has the meaning specified in Section 3.12.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

     "Foreign Currency" means any currency issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such governments.

     "Global Security" means a Security in the form prescribed in section 2.04
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

     "Guarantee Agreement" for each series of Securities has the meaning
specified in the Officers' Certificate for such series delivered pursuant to
Section 3.01.

     "Holder" means a Person in whose name a Security is registered in the
Securities Register.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of each particular series of Securities established as
contemplated by Section 3.01.

     "Institutional Accredited Investor" means an accredited investor within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act.

     "Interest Payment Date" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

                                       5
<PAGE>

     "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

     "Investment Company Event" means the receipt by a Commonwealth Bankshares
Capital Trust of an Opinion of Counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
such Commonwealth Bankshares Capital Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act, which
change or prospective change becomes effective or would become effective, as the
case may be, on or after the date of the issuance of the Capital Securities of
such Commonwealth Bankshares Capital Trust.

     "Junior Subordinated Payment" has the meaning specified in Section 13.02.

     "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

     "Liquidation Amount" has the meaning specified in Section 1.01 of the Trust
Agreement.

     "Maturity," when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether as the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

     "1940 Act" means the Investment Company Act of 1940.

     "Notice of Conversion" has the meaning specified in Section 14.02(a).

     "Notice of Conversion Request" has the meaning specified in Section
14.02(a).

     "Notice of Conversion Termination" has the meaning specified in Section
14.11(c).

     "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President, or Vice President, and by the Treasurer, the
Controller, the Chief Financial Officer, the Secretary or any Assistant
Secretary of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company.

     "Original Issue Date" means the date of issuance specified as such in each
Security.

     "Other Debentures" means, with respect to any series of Securities, all
junior subordinated debt securities to be issued by the Company pursuant to this
Indenture, other than such series of Securities, with substantially similar
subordination terms, and that will be issued and sold (if at all) to any
Commonwealth Bankshares Capital Trust established by the Company (if any), and
will be unsecured and subordinate and junior in right of payment to the extent
and in the manner set forth in this Indenture to all Senior Debt of the Company.

                                       6
<PAGE>

     "Other Guarantees" means, with respect to any series of Securities, all
guarantees (if any) to be issued by the Company with respect to Capital
Securities (if any) to be issued by any Commonwealth Bankshares Capital Trust to
be established by the Company (if any), other than the guarantee related to such
series of Securities.

     "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this indenture, except:

          (i)   Securities theretofore canceled by the Trustee, delivered to the
Trustee for cancellation, or exchanged by the Conversion Agent in accordance
with Article XIV;

          (ii)  Securities for whose payment money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and

          (iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or that have been paid pursuant
to Section 3.07, unless proof satisfactory to the Trustee is presented that any
such Securities are held by Holders in whose hands such Securities are valid,
binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities that a Responsible Officer actually knows to
be so owned shall be so disregarded.  Securities so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.  Upon the
written request of the Trustee, the Company shall furnish the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of the Company, or any
other obligor on the Securities or any Affiliate of the Company or such obligor,
and, subject to the provisions of Section 6.01, the Trustee shall be entitled to
accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are outstanding
for the purpose of any such determination.

     "Paying Agent" means the Trustee or any Person authorized by the Company to
pay the principal of or interest on any Securities on behalf of the Company.

     "Person" means any individual, Corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

                                       7
<PAGE>

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of and interest on the Securities of such
series are payable pursuant to Sections 3.01 and 3.08.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Proceeding" has the meaning specified in Section 13.02.

     "Property Trustee" means, in respect of any Commonwealth Bankshares Capital
Trust, the commercial bank or trust company identified as the "Property Trustee"
in the related Trust Agreement, solely in its capacity as Property Trustee of
such Commonwealth Bankshares Capital Trust under such Trust Agreement and not in
its individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as therein provided.

     "Purchased Shares" has the meaning specified in Section 14.03(e).

     "Redemption Price," when used with respect to any Security to be redeemed
or prepaid means an amount in cash equal to one hundred percent (100%) of the
principal amount to be redeemed or prepaid, plus any accrued and unpaid interest
thereon, including Additional Interest and Additional Sums, if any, to the date
of such redemption.

     "Reference Date" has the meaning specified in Section 14.03(c).

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.01 with respect to Securities of a series, the date that
is the Business Day next preceding such Interest Payment Date.

     "Responsible Officer," when used with respect to the Trustee, means any
officer assigned to the Corporate Trust Office, including any managing director,
vice president, assistant vice president, assistant treasurer, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "Restricted Security" means each Security required pursuant to Section
3.06(c) to bear a Restricted Securities Legend.

     "Restricted Securities Certificate" means a certificate substantially in
the form set forth in Exhibit A to this Indenture.

                                       8
<PAGE>

     "Restricted Securities Legend" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 2.02 to be
placed on a Restricted Security.

     "Securities" has the meaning specified in the first recital of this
Indenture.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Certificate" means a certificate evidencing ownership of
Securities.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.06.

     "Senior Debt" with respect to any series of Securities means (a) the
principal of, and premium, if any, and interest on all indebtedness of the
Company for money borrowed, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, (b) all obligations to
make payment pursuant to the terms of financial instruments, such as (i)
securities contracts and foreign currency exchange contracts, (ii) derivative
instruments, such as swap agreements (including interest rate and foreign
exchange note swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange agreements, options,
commodity futures contracts and commodity options contracts, and (iii) similar
financial instruments; except, in the case of both (a) and (b) above, such
indebtedness and obligations that are expressly stated to rank junior in right
of payment to, or pari passu in right of payment with, the Securities, (c) any
                  ---- -----
indebtedness or obligations of others of the kind described in both (a) and (b)
above for the payment of which the Company is responsible or liable as guarantor
or otherwise, and (d) any deferrals, renewals or extensions of any such Senior
Debt; provided, however, that Senior Debt shall not be deemed to include (a) any
      --------  -------
debt of the Company that, when incurred and without respect to any election
under Section 1111(b) of the U.S.  Bankruptcy Code of 1978, as amended, was
without recourse to the Company; (b) any debt of the Company to any of its
Subsidiaries; (c) debt to any employee of the Company; (d) debt that by its
terms is subordinated to trade accounts payable or accrued liabilities arising
in the ordinary course of business to the extent that payments made to the
holders of such debt by the Holders as a result of the subordination provisions
of this Indenture would be greater than such payments otherwise would have been
as a result of any obligation of such holders of such debt to pay amounts over
to the obligees on such trade accounts payable or accrued liabilities arising in
the ordinary course of business as a result of the subordination provisions to
which such debt is subject; (e) trade accounts payable or accrued liabilities
arising in the ordinary course of business; and (f) any other debt securities
issued pursuant to this Indenture.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.

     "Stated Maturity" when used with respect to any Security or any installment
of principal thereof or interest thereon means the date specified pursuant to
the terms of such Security as the date on which the principal of such Security
or such installment of interest is due and payable, in

                                       9
<PAGE>

the case of such principal, as such date may be shortened or extended as
provided pursuant to the terms of such Security and this Indenture.

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For purposes of this definition, "voting stock" means stock that ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after, and evidencing all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Successor Trustee" has the meaning specified in the definition of
"Trustee" in this Section 1.01.

     "Tax Event" means the receipt by the Trust or the Company of an opinion of
an independent tax counsel to the Company experienced in such matters to the
effect that, as a result of (a) any amendment to or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, (b) any judicial decision or official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action") or (c) any amendment to or change in the administrative
position or interpretation of any Administrative Action or judicial decision
that differs from the theretofore generally accepted position, in each case, by
any legislative body, court, governmental agency or regulatory body,
irrespective of the manner in which such amendment or change is made known,
which amendment or change is effective or such Administrative Action or decision
is announced, in each case, or after the Original Issue Date of the applicable
series of Securities or the issue date of the applicable Capital Securities
issued by the affected Commonwealth Bankshares Capital Trust, there is more than
an insubstantial risk that (x) if the Securities are held by or on behalf of the
affected Commonwealth Bankshares Capital Trust, (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal
income tax with respect to interest accrued or received on the Securities or
subject to more than a de minimis amount of other taxes, duties or other
                       ----------
governmental charges as determined by such counsel, or (ii) any portion of
interest payable by the Company to the affected Commonwealth Bankshares Capital
Trust on the Securities is not, or within 90 days of the date of such opinion
will not be, deductible by the Company in whole or in part for United States
federal income tax purposes or (y) with respect to Securities that are no longer
held by or on behalf of the affected Commonwealth Bankshares Capital Trust, any
portion of interest payable by the Company on the Securities is not, or within
90 days of the date of such opinion will not be, deductible by the Company in
whole or in part for United States federal income tax purposes.

                                       10
<PAGE>

     "Trading Day" has the meaning specified in Section 14.07(b).

     "Trust Agreement" with respect to each series of Securities means the
Declaration of Trust with respect to such series, as amended and restated by the
Amended and Restated Declaration of Trust with respect to such series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
(S)(S) 77aaa-77bbbb), as in effect on the date of this Indenture, except as
provided in Sections 1.07 and 9.05.

     "Trust Securities" has the meaning specified in the first recital of this
Indenture.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee (a "Successor Trustee") shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person who is then a Trustee
hereunder and, if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

     "Vice President," when used with respect to the Company, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     SECTION 1.02.  Compliance Certificate and Opinions.  Upon any application
                    -----------------------------------
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent (including covenants
compliance with which constitutes a condition precedent), if any, provided for
in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent (including covenants compliance with which constitute a
condition precedent), if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates provided
regarding conditions or covenants waived by the Holders pursuant to Section
10.05) shall include:

     (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

                                       11
<PAGE>

     (3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     SECTION 1.03.  Forms of Documents Delivered to Trustee.  In any case where
                    ---------------------------------------
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representation
with respect to matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     SECTION 1.04.  Acts of Holders.
                    ---------------

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying

                                       12
<PAGE>

that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a Person acting in other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

          (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

          (d) The ownership of Securities shall be proved by Securities
Register.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

          (f) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to take any action under
this Indenture by vote or consent.  Except as otherwise provided herein, such
record date shall be the later of 30 days prior to the first solicitation of
such consent or vote or the date of the most recent list of Security Holders
furnished to the Trustee pursuant to Section 7.01 prior to such solicitation.
If a record date is fixed, those persons who were Security Holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date, provided, however, that unless such vote or consent is obtained
             --------  -------
from the Holders (or their duly designated proxies) of the requisite principal
amount of Outstanding Securities prior to the date that is the 120th day after
such record date, any such vote or consent previously given shall automatically
and without further action by any Holder be canceled and of no further effect.

     SECTION 1.05.  Notices to Trustee and Company.  Any request, demand,
                    ------------------------------
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

     (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, or

     (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose (except as otherwise provided in Section 5.01 hereof) hereunder if
in writing and mailed, first class, postage prepaid, to the Company addressed to
it at the address of its principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the
Trustee by the Company.

                                       13
<PAGE>

     SECTION 1.06.  Notice to Holders:  Waiver.  Where this Indenture provides
                    --------------------------
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first
class postace prepaid, to each Holder affected by such event, at the address of
such Holder as it appears in the Securities Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. In case, by reason of the suspension of or irregularities in
regular mail service or for any other reason, it shall be impossible or
impracticable to mail notice of any event to Holders when such notice is
required to be given pursuant to any provision of this Indenture or of the
relevant Securities, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 1.07.  Conflict with Trust Indenture Act.  If any provision of this
                    ---------------------------------
Indenture limits, qualifies or conflicts with the duties imposed by any of
Section 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318(c) thereof, such imposed duties shall control.

     SECTION 1.08.  Effect of Headings and Table of Contents.  The Article and
                    ----------------------------------------
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.09.  Successors and Assigns.  All covenants and agreements in
                    ----------------------
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 1.10.  Separability Clause.  In case any provision in this
                    -------------------
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     SECTION 1.11.  Benefits of Indenture.  Nothing in this indenture or in the
                    ---------------------
Securities, express or implied, shall give to any Person, other than the parties
hereto, any Paying Agent and their successors and assigns, the holders of Senior
Debt and the Holders of the Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     SECTION 1.12.  Governing Law.  This Indenture and the Securities shall be
                    -------------
governed by and construed in accordance with the laws of the Commonwealth of
Virginia, without regard to principles of conflicts of laws.

     SECTION 1.13.  Non-Business Day.  In any case where any Interest Payment
                    ----------------
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest or

                                       14
<PAGE>

principal need not be made on such date, but may be made on the next succeeding
Business Day (and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
until such next succeeding Business Day) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the Interest Payment Date or Redemption Date or at the Stated Maturity, as
the case may be.

                                  ARTICLE II

                                 Security Forms
                                 --------------

     SECTION 2.01.  Forms Generally.  The Securities of each series and the
                    ---------------
Trustee's certificate of authentication shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such securities, as evidenced by their
execution of the Securities.  If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 with respect to
the authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     Securities distributed to holders of book-entry Capital Securities shall be
distributed in the form of one or more Global Securities registered in the name
of a Depositary or its nominee, and deposited with the Securities Registrar, as
custodian for such Depositary, or held by such Depositary for credit by the
Depositary to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts they may direct).  Securities
distributed to holders of Capital Securities other than book-entry Capital
Securities shall not be issued in the form of a Global Security or any other
form intended to facilitate book-entry trading in beneficial interests in such
Securities.

     SECTION 2.02.  Form of Face of Security.
                    ------------------------

                   COMMONWEALTH BANKSHARES, INC. CORPORATION
                              (Title of Security)

                                       15
<PAGE>

                                                                  CUSIP No.
                                                                  $

     COMMONWEALTH BANKSHARES, INC., a Virginia corporation (hereafter called the
"Company," which term includes any successor corporation under the Indenture
hereafter referred to); for value received, hereby promises to pay to
_______________________________, or its registered assigns, the principal sum of
________________________ Dollars on (the "Stated Maturity").  The Company
further promises to pay interest on such principal sum from ___________________,
or from the most recent interest payment date (each such date, an "Interest
Payment Date") on which interest has been paid or duly provided for, quarterly
(subject to deferral as set forth herein), in arrears on January 15, April 15,
July 15 and October 15 of each year, commencing January 15, 2001, at the annual
rate of ___%, until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly provided
for or made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the annual rate of
___% compounded quarterly as Additional Interest.

     The amount of interest payable for any period shall be computed on the
basis of the actual number of days elapsed in a year of twelve 30-day months;
except that the amount of interest payable for any partial period shall be
computed on the basis of the actual number of days elapsed in a 360-day year.
In the event that any date on which interest is payable on this Security is not
a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date on which the payment was originally payable.  A "Business
Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in the City of Norfolk, Virginia are authorized or required
by law or executive order to remain closed or (iii) a day on which the Corporate
Trust Office of the Trustee or the Corporate Trust Office of the Property
Trustee under the Trust Agreement hereafter referred to for the related
Commonwealth Bankshares Capital Trust is closed for business.  The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities, as defined
in the Indenture) is registered at the close of business on the Regular Record
Date for such interest installment, which shall be the first day of the calendar
month in which the relevant Interest Payment Date occurs.  Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in such Indenture.

                                       16
<PAGE>

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Security, from time to
time, to defer payment of interest on such Security for up to twenty (20)
consecutive quarterly interest payment periods with respect to each deferral
period (each an "Extension Period"), during which Extension Periods the Company
                 ----------------
shall have the right to make partial payments of interest on any Interest
Payment Date, and at the end of which the Company shall pay all interest then
accrued and unpaid on the Securities (together with Additional Interest thereon
to the extent permitted by applicable law); provided, however, that no Extension
                                            --------  -------
Period may extend beyond the Stated Maturity of this Security.  During any such
Extension Period, the Company may not (i) declare or pay any dividends or
distributions on or redeem, purchase, acquire or make a liquidation payment with
respect to, any of the Company's capital stock (which includes common and
preferred stock) or (ii) make any payment of principal of, interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Company
(including any Other Debentures) that rank pari passu with or junior in interest
                                           ----------
to this Security or (iii) make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the Company
(including Other Guarantees) if such guarantee ranks pari passu with or junior
                                                     ----------
in interest to this Security (other than (a) dividends or distributions in
Common Stock of the Company, (b) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the applicable Company Guarantee,
(d) purchases or acquisitions of shares of the Company's Common Stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plan or other contractual obligation of the Company (other than
a contractual obligation ranking pari passu with or junior to this Security),
                                 ---- -----
(e) as a result of a reclassification of the Company's capital stock or the
exchange or conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital stock or (f) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged).  Prior to the termination of any such Extension Period,
the Company may further extend such Extension Period, provided, however, that
                                                      --------  -------
such extension does not cause such Extension Period to exceed twenty (20)
consecutive quarterly interest payment periods or extend beyond the Stated
Maturity of this Security. Upon the termination of any such Extension Period and
the payment of all accrued and unpaid interest and any Additional Interest then
due, and, subject to the foregoing limitations, the Company may elect to begin a
new Extension Period. No interest shall be due and payable during an Extension
Period except at the end thereof. The Company shall give the Trustee notice of
its election to begin any Extension Period at least three Business Days prior to
the Interest Payment Date, or, with respect to the Securities issued to a
Commonwealth Bankshares Capital Trust, prior to the earlier of (i) the date on
which the Distributions on the Capital Securities would have been payable except
for the election to begin or extend such Extension Period or (ii) the date on
which the Administrative Trustees are required to give notice to any automated
quotation system or to holders of such Capital Securities of the record date or
the date on which such Distributions are payable, but in any event not less than
three Business Days prior to such record date. There is no limitation on the
number of times that the Company may elect to begin an Extension Period.

                                       17
<PAGE>

     Payment of the principal of and interest on this Security will be made at
the office or agency of the Trustee in the City of Wilmington, Delaware or at
the office of such Paying Agents in the United States as the Company may
designate from time to time, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
any interest may be made (except in the case of Global Securities) (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Securities Register.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate such subordination and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof,
by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Debt, whether, now outstanding or hereafter incurred, and waives reliance
by each such holder upon such provisions.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Date:                                COMMONWEALTH BANKSHARES, INC.

[Seal]


                                     By_________________________________________
                                         [Chairman and Chief Executive Officer,
                                         President or Vice President]

Attest:


___________________________________
[Secretary or Assistant Secretary]

                                       18
<PAGE>

     SECTION 2.03.  Form of Reverse of Security.  This Security is one of a duly
                    ---------------------------
authorized issue of securities of the Company (herein called the "Securities"),
                                                                  ----------
issued and to be issued in one or more series under a Junior Subordinated
Indenture, dated as of ________________, 2000, as supplemented by an Officers'
Certificate dated as of ________________ (herein called the "Indenture"),
between the Company and Wilmington Trust Company, as Trustee (herein called the
"Trustee," which term includes any Successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $______________].

     All terms used in this Security that are defined in the Indenture and in
the Amended and Restated Declaration of Trust of Commonwealth Bankshares Capital
Trust I, dated as of _______________, 2000, as amended (the "Amended and
Restated Declaration of Trust"), among Commonwealth Bankshares, Inc., as
Depositor, and the Trustees named therein, shall have the meanings assigned to
them in the Indenture or, to the extent not defined in the Indenture, the
Amended and Restated Declaration of Trust, as the case may be.

     The Company has the right to redeem this Security (i) on or after
_______________, 2006, in whole at any time or in part from time to time, or
(ii) in whole (but not in part), at any time within 90 days following the
occurrence and during the continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event, in each case at the Redemption Price, and
subject to possible regulatory approval.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     On the terms and subject to the conditions set forth in the Indenture, the
Holder of any Security has the right, exercisable at any time on or before 5:00
p.m. (Norfolk, Virginia time) on the earlier of (i) the Business Day immediately
preceding the date of redemption of such Security, whether at maturity or upon
prepayment, and (ii) the Conversion Termination Date of the Securities, if any,
to convert the principal amount thereof (or any portion thereof that is a
multiple of $25.00) into fully paid and nonassessable shares of Common Stock of
the Company at the Conversion Price described in the Indenture. The number of
shares issuable upon conversion of a Security is determined by dividing the
principal amount of the Security converted by the Conversion Price in effect on
the date of conversion. No fractional shares will be issued upon conversion, but
a cash adjustment will be made for any fractional interest. The outstanding
principal amount of any Security shall be reduced by the portion of the
principal amount thereof converted into shares of Common Stock. The conversion
right and the Conversion Price are subject to adjustment as provided in the
Indenture, to which reference is hereby made. Under certain circumstances
specified in the Indenture, Holders converting

                                       19
<PAGE>

Securities may be entitled to accrued and unpaid interest (including Additional
Interest and Additional Sums, if any, to the extent permitted by applicable law)
on such Securities.

     The conversion rights of the Holders of Securities are subject to
termination at the option of the Company on and after January 15, 2004, subject
to and upon the satisfaction of certain conditions set forth in the Indenture.

     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of this Security may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
of this series may declare the principal amount of all of the Securities of this
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), provided, however, that, in the case
of the Securities of this series issued to a Commonwealth Bankshares Capital
Trust, if upon an Event of Default, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of this series
fail to declare the principal of all of the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the corresponding series of Capital Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee with a copy to the Property Trustee. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of this series may
annul such declaration and waive the default by written notice to the Property
Trustee, the Company and the Trustee if the default (other than the nonpayment
of the principal of these Securities that has become due solely by such
acceleration) has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Trustee. Should the Holders of the Securities of this
series fail to annul such declaration and waive such default, the holders of a
majority in aggregate Liquidation Amount of the Capital Securities shall have
such right. Upon any such declaration such principal amount and the accrued
interest (including any Additional Interest) on all of the Securities of this

                                       20
<PAGE>

series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained pursuant to Section 10.02 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee shall treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Securities of this series are issuable in registered form without
coupons.  As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.

     The Company and, by its acceptance of this Security or a beneficial
interest herein, the Holder of, and any Person that acquires a beneficial
interest in, this Security intend that such Security constitute indebtedness and
agree to treat such Security as indebtedness for all United States Federal,
state and local tax purposes.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

     SECTION 2.04.  Additional Provisions Required in Global Security.  Any
                    -------------------------------------------------
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 2.02 and 2.03, bear a legend in substantially the following form:

     "This Security is a Global Security within the meaning of the Indenture
     hereafter referred to and is registered in the name of The Depository Trust
     Company (the "Depositary") or a

                                       21
<PAGE>

     nominee of the Depositary. This Security is exchangeable for Securities
     registered in the name of a person other than the Depositary or its nominee
     only in the limited circumstances described in the Indenture and no
     transfer of this Security (other than a transfer of this Security as a
     whole by the Depositary to a nominee of the Depositary or by a nominee of
     the Depositary to the Depositary or another nominee of the Depositary) may
     be registered except in limited circumstances.

     Unless this Security is presented by an authorized representative of The
     Depository Trust Company (55 Water Street, New York) to Commonwealth
     Bankshares, Inc. or its agent for registration of transfer, exchange or
     payment, and any Security issued :is registered in the name of Cede & Co.
     or such other name as requested by an authorized representative of The
     Depository Trust Company and any payment hereon is made to Cede & Co., ANY
     TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
     WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
     interest herein."

     SECTION 2.05.  Form of Trustee's Certificate of Authentication.  This is
                    -----------------------------------------------
one of the Securities referred to in the within mentioned Indenture:


                                        ________________________________________
                                        as Trustee

Dated:

                                        By:_____________________________________
                                                   Authorized Signatory

                                  ARTICLE III

                                The Securities
                                --------------

     SECTION 3.01.  Title and Terms.  The aggregate principal amount of
                    ---------------
Securities that may be authenticated and delivered under this Indenture is
unlimited.

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

          (a)  the title of the securities of such series, which shall
distinguish the Securities of the series from all other Securities;

          (b)  the limit, if any, upon the aggregate principal amount of the
Securities of such series that may be authenticated and made available for
delivery under this Indenture (except for Securities authenticated and made
available for delivery upon registration of, transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to Section 3.04, 3.06,

                                       22
<PAGE>

3.07, 9.06 or 11.06); provided, however, that the authorized aggregate principal
amount of such series may be increased above such amount by a Board Resolution
to such effect;

          (c)  the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

          (d)  the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 3.12 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;

          (e)  the place or places where the principal of and interest on the
Securities of such series shall be payable, the place or places where the
Securities of such series may be presented for registration of transfer or
exchange, and the place or places where notices and demands to or upon the
Company in respect of the Securities of such series may be made;

          (f)  the period or periods within or the date or dates on which, if
any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

          (g)  the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof, and
the period or periods within which, the prices or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligations;

          (h)  the denominations in which any Securities of such series shall be
issuable, if other than in blocks having aggregate principal amounts of not less
than $25.00 and multiples of $25.00 in excess thereof;

          (i)  if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of and interest, if any, on the
Securities of the series shall be payable, or in which the Securities of the
series shall be denominated and the manner of determining the equivalent thereof
in Dollars for purposes of the definition of the term "Outstanding";

          (j)  the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Company set forth herein with respect to the
Securities of such series;

          (k)  if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

                                       23
<PAGE>

          (1)  the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

          (m)  any index or indices used to determine the amount of payments of
principal on the Securities of such series or the manner in which such amounts
will be determined;

          (n)  the issuance of a temporary Global Security representing all of
the Securities of such series and exchange of such temporary Global Security for
definitive Securities of such series;

          (o)  whether the Securities of the series shall be issued in whole or
in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Securities, which Depositary shall be a clearing
agency registered under the Securities Exchange Act of 1934;

          (p)  the appointment of any Paying Agent or Agents for the Securities
of such series;

          (q)  the terms of any right to convert or exchange Securities of such
series into any other securities or property of the Company, and the additions
or changes, if any, to this Indenture with respect to the Securities of such
series to permit or facilitate such conversion or exchange;

          (r)  the transfer restrictions and legends required to be on the
Securities;

          (s)  the definitions of Amended and Restated Declaration of Trust,
Declaration of Trust and Guarantee Agreement for each series;

          (t)  the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to ether series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

          (u)  any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
such indenture supplemental hereto.

     Unless otherwise provided with respect to the Securities of any series, at
the option of the Company, interest on the Securities of any series that bears
interest may be paid (except in the case of Securities in Global form) (i) by
check mailed to the address of the Person entitled

                                       24
<PAGE>

thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.

     SECTION 3.02.  Denominations.  The Securities of each series shall be in
                    -------------
registered form without coupons and shall be issuable initially in blocks having
aggregate principal amounts of not less than $25.00 and multiples of $25.00 in
excess thereof, unless otherwise specified as contemplated by Section 3.01.

     SECTION 3.03.  Execution, Authentication, Delivery and Dating.  The
                    ----------------------------------------------
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President or one of its Vice Presidents under its corporate seal
reproduced or impressed thereon and attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the Securities
may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities executed by the Company to the Trustee for authentication. Securities
may be authenticated on original issuance from time to time and delivered
pursuant to such procedures acceptable to the Trustee ("Procedures") as may be
specified from time to time by Company Order. Procedures may authorize
authentication and delivery pursuant to oral instructions of the Company or a
duly authorized agent, which instructions shall be promptly confirmed in
writing. The Trustee shall authenticate and deliver such Securities in
accordance with such instructions and as provided in this Indenture.

     Prior to the delivery of a Security in any such form to the Trustee for
authentication, the Company shall deliver to the Trustee the following:

          (a)  a Company Order requesting the Trustee's authentication and
delivery of all or a portion of the Securities of such series, and if less than
all, setting forth procedures for such authentication;

          (b)  the Board Resolution by or pursuant to which such form of
Security has been approved, and the Board Resolution, if any, by or pursuant to
which the terms of the Securities of such series have been approved, and, if
pursuant to a Board Resolution, an Officers' Certificate describing the action
taken;

          (c)  an Officers' Certificate dated the date such certificate is
delivered to the Trustee, stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities in such
form and with such terms have been complied with; and

                                       25
<PAGE>

          (d)  an Opinion of Counsel or Opinions of Counsel substantially to the
effect that (i) the form of such Securities has been duly authorized and
approved in conformity with the provisions of this Indenture; (ii) the terms of
such Securities have been duly authorized and determined in conformity with the
provisions of this Indenture, or, if such terms are to be determined pursuant to
Procedures, when so determined such terms shall have been duly authorized and
determined in conformity with the provisions of this Indenture; and (iii)
Securities in such form when completed by appropriate insertions and executed
and delivered by the Company to the Trustee for authentication in accordance
with this Indenture, authenticated and made available for delivery by the
Trustee in accordance with this Indenture within the authorization as to
aggregate principal amount established from time to time by the Board of
Directors and sold in the manner specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company entitled to the
benefits of this Indenture, subject to bankruptcy, reorganization, insolvency,
fraudulent transfer, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles, and
except as enforcement thereof may be limited by (A) requirements that a claim
with respect to any Securities denominated other than in Dollars (or a Foreign
Currency or currency unit judgment in respect of such claim) be converted into
Dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay or prohibit the
making of payments in Foreign Currencies or currency units or payments outside
the United States, and subject to such other qualifications as such counsel
shall conclude do not materially affect the rights of Holders of such
Securities.

     The Trustee shall be entitled to receive the documents referred to in
clauses (b) and (d) above only at or prior to the first request of the Company
to the Trustee to authenticate Securities of such series.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture, or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and made
available for delivery hereunder.

     SECTION 3.04.  Temporary Securities.  Pending the preparation of definitive
                    --------------------
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities

                                       26
<PAGE>

upon surrender of the temporary Securities at the office or agency of the
Company designated for that purpose without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Securities of the same
series of authorized denominations having the same original Issue Date and
Stated Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

     SECTION 3.05.  Global Securities.
                    -----------------

          (a)  Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

          (b)  Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to continue as a Depositary with respect
to such Global Security, and no successor depositary shall have been appointed,
or if at any time the Depositary ceases to be a "clearing agency" registered
under the Securities Exchange Act of 1934, as amended, at a time when the
Depositary is required to be so registered to act as such depositary, (ii) the
Company in its sole discretion determines that such Global Security shall be so
exchangeable, (iii) there shall have occurred and be continuing an Event of
Default or (iv) pursuant to the following sentence. All or any portion of a
Global Security may be exchanged for a Security that has a like aggregate
principal amount and is not a Global Security upon 20 days' prior request made
by the Depositary or is Agent Member to the Securities Registrar.

          (c)  If any Global Security is to be exchanged for other Securities or
canceled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this Article III. If any Global Security is to be exchanged for other
Securities or canceled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided in this Article III or (ii) the principal amount thereof shall be
reduced, subject to Section 3.06(b)(iv), or increased by an amount equal to the
portion thereof to be so exchanged or canceled, or equal to the principal amount
of such other Security to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Trustee shall instruct the Depositary or
its authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Security by the Depositary,
accompanied by registration instructions and, to the extent required by section
3.06, a Restricted Securities Certificate, the Trustee shall, subject to Section
3.05 (b) and as otherwise provided in this Article III, authenticate and make
available for

                                       27
<PAGE>

delivery any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

          (d)  The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interest pursuant to the rules and procedures of
the Depositary.  Accordingly, any such owners of beneficial interests in a
Global Security shall be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee or
its Agent Members.  Neither the Trustee nor the Securities Registrar shall have
any liability in respect of any transfers effected by the Depositary.

          (e)  The rights of the owners of beneficial interests in a Global
Security shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Agent Members.

     SECTION 3.06.  Registration, Transfer and Exchange Generally: Certain
                    ------------------------------------------------------
Transfers and Exchanges: Restricted Securities Legends.
------------------------------------------------------

          (a)  The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of the Securities
and of transfers of Securities. Such register is herein sometimes referred to as
the "Securities Register". The Trustee is hereby appointed "Securities
Registrar" for the purpose of registering the Securities and transfers of
Securities as herein provided.

     Upon surrender for registration of transfer of any Security at the office
of the agent of the Company designated for that purpose, the Company shall
execute, and the Trustee shall authenticate and make available for delivery, in
the name of the designated transferee or transferees, one or more new Securities
of the same series of any authorized denominations, of a like aggregate
principal amount, of the same Original Issue Date and Stated Maturity and having
the same terms and bearing such restrictive legends as may be required by this
Indenture.

     At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms and bearing such restrictive legends as may be
required by this Indenture, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, the Securities that the Holder making the exchange is entitled to
receive.

     All Securities issued upon any transfer or exchange of Securities shall be
the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

                                       28
<PAGE>

     Every Security presented or surrendered for transfer or exchange shall (if
so required by the Company or the Securities Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities.

     Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Securities pursuant to Article
XI and ending at the close of business on the day of mailing of notice of
redemption or (ii) to transfer or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof not to be redeemed.

          (b)  Certain Transfers and Exchanges.  Notwithstanding any other
               -------------------------------
provision of this Indenture, transfers and exchanges of Securities and
beneficial interests in a Global Capital Security of the kinds specified in this
Section 3.06(b) shall be made only in accordance with this Section 3.06(b).

               (i)   Non-Global Security to Global Security.  If the Holder of a
                     --------------------------------------
Security (other than a Global Security) wishes at any time to transfer all or
any portion of such Security to a Person who wishes to take delivery thereof in
the form of a beneficial interest in a Global Security, such transfer may be
effected only in accordance with the provisions of this clause (b)(i) and
subject to the rules and procedures of the Depositary. Upon receipt by the
Securities Registrar of (A) such Security as provided in Section 3.06 (a) and
instructions satisfactory to the Securities Registrar directing that a
beneficial interest in the Global Security in a specified principal amount not
greater than the principal amount of such Security be credited to a specified
Agent Member's account and (B) a Securities Certificate duly executed by such
Holder or such Holder's attorney duly authorized in writing, then the Securities
Registrar shall cancel such Security (and issue a new Security in respect of the
untransferred portion thereof) as provided in Section 3.06 (a) and increase the
aggregate principal amount of the Global Security by the specified principal
amount as provided in Section 3.05(c).

               (ii)  Non-Global Security to Non-Global Security. A Security that
                     ------------------------------------------
is not a Global Security may be transferred, in whole or in part, to a Person
who takes delivery in the form of another Security that is not a Global Security
as provided in Section 3.06(a); provided, that if such Security to be
transferred in whole or in part is a Restricted Security, the Securities
Registrar shall have received a Restricted Securities Certificate duly executed
by the transferor Holder or such Holder's attorney duly authorized in writing.

                                       29
<PAGE>

               (iii)  Exchanges between Global Security and Non-Global Security.
                      ---------------------------------------------------------
A beneficial interest in a Global Security may be exchanged for a Security that
is not a Global Security as provided in Section 3.05.

          (c)  Restricted Securities Legend.  (i) Except as set forth below, all
Securities shall bear a Restricted Securities Legend, substantially in the
following form:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
     "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
     ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
     SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
     TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
     SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
     TRANSFER SUCH SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER
     OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH COMMONWEALTH
     BANKSHARES, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE
     OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE
     RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG
     AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
     SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
     ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
     INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
     VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
     VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
     TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
     TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
     OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
     EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF
     TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE.
     THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE
     RESTRICTIONS TERMINATION DATE.

                                       30
<PAGE>

               (ii)  Subject to the following clauses of this Section 3.06(c), a
Security (other than a Global Security) that does not bear a Restricted
Securities Legend may be issued in exchange for or in lieu of a Restricted
Security or any portion thereof that bears such legend if, in the Company's
judgment, placing such a legend upon such new Security is not necessary to
ensure compliance with the registration requirements of the Securities Act, and
the Trustee, at the written direction of the Company in the form of an Officers'
Certificate, shall countersign and deliver such a new Security as provided in
this Article III.

               (iii) Notwithstanding the foregoing provisions of this Section
3.06(c), a successor Security of a Security that does not bear a Restricted
Securities Legend shall not bear such form of legend unless the Company has
reasonable cause to believe that such successor Security is a "restricted
security" within the meaning of Rule 144 under the Securities Act, in which case
the Trustee, at the written direction of the Company in the form of an Officers
Certificate, shall countersign and deliver a new Security bearing a Restricted
Securities Legend in exchange for successor Security as provided in this Article
III.

               (iv) Upon any sale or transfer of a Restricted Security
(including any Restricted Security represented by a Global Security) pursuant to
an effective registration statement under the Securities Act or pursuant to Rule
144 under the Securities Act after such registration ceases to be effective: (A)
in the case of any Restricted Security that is a definitive Security, the
Securities Registrar shall permit the Holder thereof to exchange such Restricted
Security for a definitive Security that does not bear the Restricted Securities
Legend and rescind any restriction on the transfer of such Restricted Security;
and (B) in the case of any Restricted Security that is represented by a Global
Security, the Securities Registrar shall permit the Holder of such Global
Security to exchange such Global Security for another Global Security that does
not bear the Restricted Securities Legend.

               (v)  If Restricted Securities are being presented or
surrendered for transfer or exchange then there shall be (if so required by the
Trustee), (A) if such Restricted Securities are being delivered to the
Securities Registrar by a Holder for registration in the name of such Holder,
without transfer, a certification from such Holder to that effect; or (B) if
such Restricted Securities are being transferred, (i) a certification from the
transferor in a form substantially similar to that attached as Exhibit A, and
(ii) if the Company or Securities Registrar so requests, evidence reasonably
satisfactory to them as to the compliance with the restrictions set forth in the
Restricted Securities Legend.

               (vi) If the Securities are issued pursuant to an effective
registration statement, no Restricted Securities Legend shall be required.

     SECTION 3.07.  Mutilated, Destroyed, Lost and Stolen Securities.  If any
                    ------------------------------------------------
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to hold each of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of like
tenor and principal amount, having the same Original Issue Date and Stated
Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.

                                       31
<PAGE>

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute,
and, upon its request, the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security, a new Security of the same issue
and series of like tenor and principal amount, having the same original Issue
Date and Stated Maturity and bearing the same Interest Rate as such destroyed,
lost or stolen Security, and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.08.  Payment of Interest; Interest Rights Preserved.  Interest on
                    ----------------------------------------------
any Security of any series that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest in respect of
Securities of such series, except that, unless otherwise provided in the
Securities of such series, interest payable on the Stated Maturity of a Security
shall be paid to the Person to whom principal is paid. The initial payment of
interest on any Security of any series that is issued between a Regular Record
Date and the related Interest Payment Date shall be payable as provided in such
Security or in the Board Resolution pursuant to Section 3.01 with respect to the
related series of Securities.

     Any interest on any Security that is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                                       32
<PAGE>

     (1)  The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall not be more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Securities Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, the City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (2).

     (2)  The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of the series in respect of which interest is in default
may be listed and, upon such notice as may be required by such exchange (or by
the Trustee if the Securities are not listed), if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.  Any interest on any Security
that is deferred or extended pursuant to Section 3.12 shall not constitute
Defaulted Interest for purposes of this Section 3.08.

     SECTION 3.09.  Persons Deemed Owners.  The Company, the Trustee and any
                    ---------------------
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.08) interest on such
Security and for all other purposes whatsoever, whether

                                       33
<PAGE>

or not such Security is overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global Security held on its behalf
by a Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company or the Trustee from giving effect to any written
certification, proxy, or other authorization furnished by a Depositary or
impair, as between the Depositary and such holders of beneficial interests, the
operation of customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security.

     SECTION 3.10.  Cancellation.  All Securities surrendered for payment,
                    ------------
redemption, conversion, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and
Securities surrendered directly to the Trustee for any such purpose shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and made available for
delivery hereunder that the Company may have acquired in any manner whatsoever,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities shall be delivered to the Company.

     SECTION 3.11.  Computation of Interest.  Except as otherwise specified as
                    -----------------------
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series for any period shall be computed on the basis of a
360-day year of twelve 30-day months, and interest on the Securities of each
series for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.

     SECTION 3.12.  Deferrals of Interest Payment Dates.  If specified as
                    -----------------------------------
contemplated by Section 3.01 with respect to the Securities of a particular
series, provided that no Event of Default has occurred and is continuing with
respect to such Securities, the Company shall have the right, at any time or
from time to time during the term of such series, to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 3.01 (each, an "Extension Period") during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall end on a date
other than an Interest Payment Date. At the end of any such Extension Period the
Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate specified for
the Securities of such series to the extent permitted by applicable law),
provided, however, that no Extension Period may extend beyond the Stated
Maturity of these Securities. During any such Extension Period, the Company
shall not (i) declare or pay dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock (which includes common and preferred stock), or (ii) make any
payment of principal, interest, or premium, if any, on or repay, repurchase or
redeem any debt securities of the Company (including Other Debentures) that rank
pari passu with or junior in interest to the Securities of such series or (iii)
---- -----
make any guarantee payments with respect to any guarantee by the Company of the
debt

                                       34
<PAGE>

securities of any Subsidiary of the Company (including Other Guarantees) if such
guarantee ranks pari passu with or junior in interest to the Securities of such
                ---- -----
series (other than (a) dividends or distributions in common stock of the
Company, (b) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the applicable Company Guarantee, (d) purchases or
acquisitions of shares of the Company's Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plan
or other contractual obligation of the Company (other than a contractual
obligation ranking pari passu with or junior to these Securities, (e) as a
result of a reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, or (f) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged). Prior to the termination of any such Extension Period,
the Company may further extend such Extension Period; provided, however, that no
                                                      --------  -------
Extension Period shall exceed the period or periods specified in such Securities
or extend beyond the Stated Maturity of such Securities.  Upon termination of
any Extension Period and upon the payment of all accrued and unpaid interest and
any Additional Interest then due on any Interest Payment Date, and subject to
the foregoing limitations, the Company may elect to begin a new Extension
Period. No interest shall be due and payable during an Extension Period, except
at the end thereof. The Company shall give the Trustee and the Property Trustee
notice of its election to begin any such Extension Period (or an extension
thereof) at least three Business Days prior to the Interest Payment Date or,
with respect to the Securities of a series issued to a Commonwealth Bankshares
Capital Trust, prior to the earlier of (i) the date the Distributions on the
Trust Securities of such Commonwealth Bankshares Capital Trust would have been
payable except for the election to begin or extend such Extension Period or (ii)
the date the Administrative Trustees or such Commonwealth Bankshares Capital
Trust are required to give notice to any automated quotation system or to
holders of Trust Securities of the record date or the date such Distributions
are payable, but in any event not less than three Business Days prior to such
record date. There is no limitation on the number of times that the Company may
elect to begin an Extension Period.

     SECTION 3.13.  CUSIP Numbers.  The Company in issuing the Securities may
                    -------------
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption or other related material as a
convenience to Holders; provided, however, that any such notice or other related
material may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption or other related material and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.

     So long as the Securities are held by or on behalf of a Commonwealth
Bankshares Capital Trust, notwithstanding anything to the contrary herein, the
Company shall have the right to set off any payment it is otherwise required to
make hereunder in respect of any Security with and to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, any
payment under a Company Guarantee used to satisfy the related payment of
indebtedness hereunder.

                                       35
<PAGE>

                                  ARTICLE IV

                          Satisfaction and Discharge
                          --------------------------

     SECTION 4.01.  Satisfaction and Discharge of Indenture.  This Indenture,
                    ---------------------------------------
upon Company Request, shall cease to be of further effect (except as to (i) any
surviving rights of transfer, substitution and exchange of Securities, (ii)
rights hereunder of Holders to receive payments of principal of and interest on
the Securities; and other rights, duties and obligations of the Holders as
beneficiaries hereof with respect to the amounts, if any, deposited with the
Trustee pursuant to this Article IV and (iii) the rights and obligations of the
Trustee hereunder), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (1)  either

          (A)  all Securities theretofore authenticated and delivered (other
than (i) Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 3.07 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for
cancellation; or

          (B)  all such Securities not theretofore delivered to the Trustee for
cancellation

               (i)    have become due and payable, or

               (ii)   will become due and payable at their Stated Maturity
within one year of the date of deposit, or

               (iii)  are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of Clause (B)(i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the currency or currencies in which the Securities of
such series are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and interest (including any Additional Interest) to the date of
such deposit (in the case of Securities that have become due and payable) or to
the Stated Maturity or the date for redemption, as the case may be;

     (2)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

                                       36
<PAGE>

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

     Notwithstanding the satisfaction and discharge of this Indenture on the
earlier resignation or removal of the Trustee, the obligations of the Company to
the Trustee under Section 6.07 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.

     SECTION 4.02.  Application of Trust Money.  Subject to the provisions of
                    --------------------------
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01, shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for the payment of which such
money or obligations have been deposited with or received by the Trustee;
provided, however, that such moneys need not be segregated from other funds
except to the extent required by law.

                                   ARTICLE V

                                   Remedies
                                   --------

     SECTION 5.01.  Events of Default.  "Event of Default," wherever used herein
                    -----------------
with respect to the Securities of any Series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (1)  default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period); or

     (2)  default in the payment of the principal of any Security of that series
when due, whether at its maturity, upon redemption, by declaration of
acceleration or otherwise; or

     (3)  default in the observance or performance in any material respect, of
any covenant of the Company in this Indenture (other than a covenant a default
in the performance of which or the breach of which is elsewhere in this Section
specifically dealt with), and continuance of such default for a period of 90
days after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate outstanding principal amount of the Securities of that series a
written notice specifying such default and requiring it to be remedied; or

                                       37
<PAGE>

     (4)  the entry of a decree or order by a court having jurisdiction in the
premises adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (5)  the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due and
its willingness to be adjudicated a bankrupt, or the taking of corporate action
by the Company in furtherance of any such action; or

     (6)  in respect of a series issued to a Commonwealth Bankshares Capital
Trust, the voluntary or involuntary dissolution, winding-up or termination of a
Commonwealth Bankshares Capital Trust, except in connection with the
distribution of the Securities of such series to the holders of Trust Securities
in liquidation of such Commonwealth Bankshares Capital Trust, the redemption of
all the Trust Securities of a Commonwealth Bankshares Capital Trust, or certain
mergers, consolidations or amalgamations, each as permitted by the applicable
Trust Agreement; or

     (7)  any other Event of Default with respect to Securities of that series
as set forth in the Board Resolution and the Officers' Certificate, or
established in a supplemental indenture hereto, prior to the issuance of the
series of such Securities as contemplated by Section 3.01.

     SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.  If an
                    --------------------------------------------------
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided,
however, that, in the case of the Securities of a series issued to a
Commonwealth Bankshares Capital Trust, if, upon an Event of Default, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
outstanding Securities of that series fail to declare the principal of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the corresponding series of Capital
Securities then outstanding shall have such right by a notice in writing to the
Company and the Trustee with a copy to the Property Trustee. The Holders of a
majority in aggregate

                                       38
<PAGE>

principal amount of the Outstanding Securities of a series may annul such
declaration and waive the default by written notice to the Property Trustee, the
Company and the Trustee if the default (other than the nonpayment of the
principal of these Securities that has become due solely by such acceleration)
has been cured and a sum sufficient to pay all matured installments of interest
and principal due otherwise than by acceleration has been deposited with the
Trustee. Should the Holders of the Securities of such a series fail to annul
such declaration and waive such default, the holders of a majority in aggregate
Liquidation Amount of the Capital Securities shall have such right. Upon any
such declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided, however, that the
payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIV.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

     (1)  the Company has paid or deposited with the Trustee a sum sufficient to
pay:

          (A)  all overdue installments of interest (including any Additional
Interest) on all Securities of that series,

          (B)  the principal of any Securities of that series that has become
due otherwise than by such declaration of acceleration and interest thereon at
the rate borne by the Securities, and

          (C)  all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and

     (2)  all Events of Default with respect to Securities of that series, other
than the nonpayment of the principal of Securities of that series that has
become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.

     The Company is required to file annually with the Trustee a certificate as
to whether or not the Company is in compliance with all the conditions and
covenants applicable to it under this Indenture.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of

                                       39
<PAGE>

business on the day the Trustee receives such notice. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such notice, whether or not such Holders remain Holders after such
record date; provided, however, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
that is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice that has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.02.

     SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
                    -------------------------------------------------------
Trustee.  The Company covenants that if:
-------

     (1)  default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable, and such default continues for a period of 30 days, or

     (2)  default is made in the payment of the principal of any Security at the
maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, including any sinking fund payment or
analogous obligations and interest (including any Additional Interest); and, in
addition thereto, all amounts owing to the Trustee under Section 6.07 and
Section 10.06.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

     SECTION 5.04.  Trustee May File Proofs of Claim. In case of the pendency of
                    --------------------------------
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment,

                                       40
<PAGE>

composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors,

          (a)  the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest
(including any Additional Interest)) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

               (i)  to file and prove a claim for the whole amount of principal
and interest (including any Additional Interest) owing and unpaid in respect to
the Securities and to file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.07 and of the Holders allowed in any such judicial
proceedings; and

               (ii) in particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same in accordance with Section 5.06; and

          (b)  any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.06, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any proceeding; provided, however, that
                                                      -----------------
the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.

     SECTION 5.05.  Trustee May Enforce Claim Without Possession of Securities.
                    ----------------------------------------------------------
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of all the amounts owing to the Trustee and any predecessor
Trustee under Section 6.07, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

     SECTION 5.06.  Application of Money Collected. Any money or property
                    ------------------------------
collected or to be applied by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money or
property on account of principal or interest (including any

                                       41
<PAGE>

Additional Interest), upon presentation of the Securities and the notation
thereon of the payment, if only partially paid, and upon surrender thereof, if
fully paid:

     First: to the payment of all amounts due the Trustee and any predecessor
     -----
Trustee under Section 6.07;

     Second: to the payment of the amounts then due and unpaid upon such series
     ------
of Securities for principal and interest (including any Additional Interest), in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such series of Securities for principal and interest
(including any Additional Interest), respectively; and

     Third: the balance, if any, to the Person or Persons entitled thereto.
     -----

     SECTION 5.07.  Limitation on Suits. No Holder of any Securities of any
                    -------------------
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or for the appointment of a receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) or for any other
remedy hereunder, unless:

     (1)  such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;

     (2)  the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

     (3)  such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

     (4)  the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

     (5)  no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series;

     it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing itself of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

     SECTION 5.08.  Unconditional Right of Holders to Receive Principal and
                    -------------------------------------------------------
Interest. Notwithstanding any other provision in this Indenture, the Holder of
--------
any Security shall have the right that is absolute and unconditional to receive
payment of the principal of and (subject to

                                       42
<PAGE>

Section 3.08) interest (including any Additional Interest) on such Security on
the respective Stated Maturities expressed in such Security and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder. In the case of Securities of a
series issued to a Commonwealth Bankshares Capital Trust, any holder of the
corresponding series of Capital Securities shall have the right, upon the
occurrence of an Event of Default described in Section 5.01(1) or 5.01(2)
hereof, to institute a suit directly against the Company for enforcement of
payment to such Holder of principal of and (subject to Section 3.08) interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount of the Capital Securities of the
corresponding series held by such Holder. Notwithstanding any payments made to a
holder of Capital Securities by the Company in connection with a suit directly
against the Company, the Company shall remain obligated to pay the principal of
or interest on the Securities, and the Company shall be subrogated to the rights
of the holder of such Capital Securities with respect to payments on the Capital
Securities to the extent of any payments made by the Company to such holder in
any suit directly against the Company.

     The holders of the Capital Securities will riot be able to exercise
directly any remedies, other than those set forth in this Section 5.08,
available to the holders of the Securities unless there shall have been an Event
of Default under the related Trust Agreement.

     SECTION 5.09.  Restoration of Rights and Remedies. If the Trustee or any
                    ----------------------------------
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

     SECTION 5.10.  Rights and Remedies Cumulate.  Except as otherwise provided
                    ----------------------------
in the last paragraph of Section 3.07, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 5.11.  Delay or Omission Not Waiver. Except as otherwise provided
                    ----------------------------
in the last paragraph of Section 3.07, no delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


                                       43
<PAGE>

     SECTION 5.12.  Control by Holders. The Holders of a majority in principal
                    ------------------
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place) of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

     (1)  such direction shall not be in conflict with any rule of law or with
this Indenture;

     (2)  the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction; and

     (3)  subject to the provisions of Section 6.01, the Trustee shall have the
right to decline to follow such direction if the Trustee in good faith shall, by
a Responsible Officer or Officers of the Trustee, determine that the proceeding
so directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

     Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, however, that, unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior
to the day that is 90 days after such record date, such notice shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice identical to a written notice that has been canceled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.12.

     SECTION 5.13.  Waiver of Past Defaults. The Holders of a majority in
                    -----------------------
aggregate principal amount of the Outstanding Securities of a series affected
thereby may, on behalf of the Holders of all the Securities of such series,
waive any past default, except a default in the payment of principal of or
interest (including any Additional Interest) (unless such default has been cured
and a sum sufficient to pay all overdue installments of interest and principal
due otherwise than by acceleration has been deposited with the Trustee) on any
Security of such series or a default in respect of a covenant or provision that,
under Article IX, cannot be modified or amended without the consent of the
Holder of each outstanding Security of such series and, in the case of
Securities of a series issued to a Commonwealth Bankshares Capital Trust, should
the Holders of such Securities fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount of the
related series of Capital Securities shall have such right.


                                       44
<PAGE>

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     SECTION 5.14.  Undertaking for Costs. All parties to this Indenture agree,
                    ---------------------
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than l0% in principal amount of the
outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or interest (including
any Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

     SECTION 5.15.  Waiver of Usury, Stay or Extension Laws. The Company
                    ---------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE VI

                                  The Trustee
                                  -----------

     SECTION 6.01.  Certain Duties and Responsibilities. (a) Except during the
                    -----------------------------------
continuance of an Event of Default:

     (1)  the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

     (2)  in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provisions hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Indenture (but need not confine or investigate the accuracy of mathematical
calculations or other facts stated therein).


                                       45
<PAGE>

          (b)  In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

          (c)  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct except that:

               (i)    this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section;

               (ii)   the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

               (iii)  the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of Holders pursuant to Section 5.12 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.

     (d)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or indemnity satisfactory to it against such risk or liability is not
assured to it.

     (e)  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.02.  Notice of Defaults. Within 90 days after actual knowledge by
                    ------------------
a Responsible Officer of the Trustee of the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series, as their names and addresses appear
in the Securities Register, notice of such default hereunder known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of or interest (including any Additional Interest) on any
Security of such series, the Trustee shall be fully protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of Securities of such series; and provided, further, however, that,
in the case of any default of the character specified in Section 5.01(3), no
such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof.  For the purpose of

                                       46
<PAGE>

this Section, the term "default" means any event that is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

     SECTION 6.03.  Certain Rights of Trustee. Subject to the provisions of
                    -------------------------
Section 6.01:

     (a)  the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, Security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;

     (b)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
is herein specifically prescribed) shall be entitled to receive and may, in the
absence of bad faith on its part, conclusively rely upon an Officers'
Certificate;

     (d)  the Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

     (e)  the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction;

     (f)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the reasonable cost of the Company upon
giving reasonable notice to the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

     (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;


                                       47
<PAGE>

     (h)  the Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Indenture;

     (i)  the Trustee shall not be charged with knowledge of any Event of
Default unless either (1) a Responsible Officer of the Trustee shall have actual
knowledge or (2) the Trustee shall have received notice thereof in accordance
with Section 1.05(1) hereof from the Company or a Holder;

     (j)  no permissive power or authority available to the Trustee shall be
construed as a duty; and

     (k)  the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.

     SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities. The
                    ------------------------------------------------------
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or any offering or disclosure materials prepared in connection
therewith.  The Trustee shall not be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     SECTION 6.05.  May Hold Securities. The Trustee, any Paying Agent,
                    -------------------
Securities Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Securities Registrar or such
other agent.

     SECTION 6.06.  Money Held in Trust. Money held by the Trustee in trust
                    -------------------
hereunder need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

     SECTION 6.07.  Compensation and Reimbursement. The Company, as borrower on
                    ------------------------------
the Securities, agrees:

     (1)  to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

     (2)  to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its

                                       48
<PAGE>

agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

     (3)  to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense (other than taxes based upon, measured by or
determined by the income of the Trustee) (including the reasonable compensation
and the expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     The obligations of the Company under this Section 6.07 shall survive the
termination of this Indenture or the earlier resignation or removal of the
Trustee.

     To secure the Company's payment obligations in this Section, the Company
and the Holders agree that the Trustee shall have a lien prior to the Securities
on all money or property held or collected by the Trustee.  Such lien shall
survive the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code of 1978, as amended, or any successor
statute.

     The provisions of this Section 6.07 shall survive the termination of this
Indenture.

     SECTION 6.08.  Disqualification; Conflicting Interests. The Trustee for the
                    ---------------------------------------
Securities of any series issued hereunder shall be subject to the provisions of
Section 310 (b) of the Trust Indenture Act.  Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second-to-last paragraph of Section 310 (b) of the Trust Indenture Act.

     SECTION 6.09.  Corporate Trustee Required; Eligibility. There shall at all
                    ---------------------------------------
times be a Trustee hereunder that shall be:

     (a)  a corporation organized and doing business under the laws of the
United States of America or of any state, territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal, state, territorial or District of
Columbia authority, or

     (b)  a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to the supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least

                                       49
<PAGE>

$50,000,000, subject to supervision of examination by Federal or state
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereafter specified in this Article. Neither the Company nor any
Person directly or indirectly controlling, controlled by or under common control
with the Company shall serve as Trustee for the Securities of any series issued
hereunder.

     SECTION 6.10.  Resignation and Removal, Appointment of Successor. (a) No
                    -------------------------------------------------
resignation or removal of the Trustee and no appointment of a Successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the Successor Trustee under Section 6.11.

          (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company.  If an
instrument of acceptance by a Successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a Successor Trustee with respect to the Securities of such
series.

          (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the outstanding Securities of such series, delivered to the Trustee and to
the Company.

          (d)  If at any time:

               (i)    the Trustee shall fail to comply with Section 6.08 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

               (ii)   the Trustee shall cease to be eligible under Section 6.09
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

               (iii)  the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (x) the Company, acting
pursuant to the authority of a Board Resolution, may remove the Trustee, or (y)
subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a Successor Trustee.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a Successor Trustee

                                       50
<PAGE>

with respect to the Securities of that or those series. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a Successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the Successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the Successor Trustee with respect to the Securities
of such series and supersede the Successor Trustee appointed by the Company. If
no Successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner hereafter provided, within 30 days of such resignation or removal the
Trustee or any Holder who has been a bona fide Holder of a Security for at least
six months, subject to Section 5.14, on behalf of himself and all others
similarly situated, may petition any court of competent jurisdiction for the
appointment of a Successor Trustee with respect to the Securities of such
series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a Successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses appear in
the Securities Register. Each notice shall include the name of the Successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

     SECTION 6.11.  Acceptance of Appointment Successor. (a) In case of the
                    -----------------------------------
appointment hereunder of a Successor Trustee with respect to all Securities,
every such Successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such Successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
Successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such Successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such Successor Trustee all property and money held by
such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of the Successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each Successor Trustee with respect to the Securities
of one or more series shall execute and deliver a written instrument or an
indenture supplemental hereto wherein each Successor Trustee small accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each Successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
Successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confine that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the

                                       51
<PAGE>

administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such written instrument or supplemental
indenture shall constitute such Trustees as co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee, and upon the execution and delivery of such written instrument or
supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, and each such Successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
Successor Trustee relates; but, on request of the Company or any Successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
Successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such Successor Trustee relates.

          (c)  Upon request of any such Successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such Successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

          (d)  No Successor Trustee shall accept its appointment unless at the
time of such acceptance such Successor Trustee shall be qualified and eligible
under this Article.  In the event that the Trust Indenture Act applies to this
Indenture at the time that any Successor Trustee is appointed, such Successor
Trustee shall qualify under such Act.

     SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business.
                    -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article
(including qualification under the Trust Indenture Act, if applicable), without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such Successor Trustee, and in all cases the certificate of
authentication shall have the full force that it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13.  Preferential Collection of Claims Against Company.  If and
                    -------------------------------------------------
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).


                                       52
<PAGE>

     SECTION 6.14.  Appointment of Authenticating Agent. The Trustee may appoint
                    -----------------------------------
an authenticating agent or agents (each, an "Authenticating Agent") with respect
to one or more series of Securities that shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Where reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any state, Territory or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then for the purposes
of this Section the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

                                       53
<PAGE>

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of each series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities referred to in the within mentioned
Indenture.

     Dated:                             _______________________________
                                        Agent Trustee


                                        by ____________________________
                                             As Authenticating Agent


                                        by ____________________________
                                             As Authenticating Agent

     SECTION 6.15.  Trustee's Rights and Obligations. The Trustee shall have and
                    --------------------------------
be subject to all the duties and responsibilities specified with respect to an
indenture trustee under the Trust Indenture Act.  Subject to such provisions,
the Trustee is under no obligation to exercise any of the powers vested in it by
this Indenture at the request of any holder of the Securities, unless offered
indemnity to its satisfaction by such holder against the costs, expenses and
liabilities that might be incurred thereby.  The Trustee will not be required to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of its duties if the Trustee reasonably believes that repayment
or adequate indemnity is not reasonably assured to it.  Notwithstanding the
foregoing, nothing in this Section 6.15 shall be deemed to abrogate any of the
rights, indemnities or protections otherwise provided to the Trustee under this
Indenture.

                                  ARTICLE VII

               Holder's Lists and Reports by Trustee and Company
               -------------------------------------------------

     SECTION 7.01.  Company to Furnish Trustee Names and Addresses of Holders.
                    ---------------------------------------------------------
The Company will furnish or cause to be furnished to the Trustee:

     (a)  quarterly, not more than 15 days after each Regular Record Date in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date, and

     (b)  at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

     SECTION 7.02.  Preservation of Information.  Communications to Holders. (a)
                    -------------------------------------------------------
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses

                                       54
<PAGE>

of Holders contained in the most recent list furnished to the Trustee as
provided in Section 7.01 and the names and addresses of Holders received by the
Trustee in its capacity as Securities Registrar. The Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished.

     (b)  The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

     (c)  Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

     SECTION 7.03.  Reports by Trustee. (a) The Trustee shall transmit to
                    ------------------
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act, at the times and in the
manner provided pursuant thereto.

          (b)  Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than the last calendar day in
February of each calendar year, commencing with the last calendar day in
February of the year following the Original Issue Date.

          (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which the Securities are listed and also with the Commission. The Company
will notify the Trustee whenever the Securities are listed on any securities
exchange.

     SECTION 7.04.  Reports by Company. The Company shall file with the Trustee
                    ------------------
and with the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act; provided that any such information, documents or reports required
to be filed with the Commission pursuant to Section 13 or Section 15 (d) of the
Securities Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is required to be filed with the Commission.
Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company shall continue to file with the Commission and
provide the Trustee with the annual reports and the information, documents and
other reports that are specified in Sections 13 and 15 (d) of the Securities
Exchange Act of 1934, as amended.  The Company also shall comply with the other
provisions of Trust Indenture Act Section 314(a).  Delivery of such reports,
information and documents to the Trustee is for informational purposes only, and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                       55
<PAGE>

                                 ARTICLE VIII

             Consolidation, Merger, Conveyance, Transfer or Lease
             ----------------------------------------------------

     SECTION 8.01.  Company May Consolidate Only on Certain Terms. The Company
                    ---------------------------------------------
shall not consolidate with or merge with or into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and no Person shall consolidate with or merge with or into the Company
or convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless:

     (1)  in case the Company shall consolidate with or merge with or into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the corporation formed by such
consolidation or into which the Company is merged or the Person that acquires by
conveyance or transfer, or that leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of the United States of America or any
State or the District of Columbia, and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and interest
(including any Additional Interest) on all the Securities and the performance of
every covenant and every obligation of this Indenture on the part of the Company
to be performed or observed;

     (2)  immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing;

     (3)  if at such time Securities of a series issued to a Commonwealth
Bankshares Capital Trust are Outstanding, such consolidation, merger,
conveyance, transfer or lease is permitted under the related Trust Agreement and
Company Guarantee and does not give rise to any breach or violation of the
related Trust Agreement or Company Guarantee; and

     (4)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each stating that such consolidation, merger, conveyance,
transfer or lease and any such supplemental indenture complies with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee, subject to Section 6.01,
may rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 8.01.

     SECTION 8.02.  Successor Company Substituted. Upon any consolidation or
                    -----------------------------
merger by the Company with or into any other Person, or any conveyance, transfer
or lease by the Company of its properties and assets substantially as an
entirety to any Person in accordance with Section 8.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and in the event of any such conveyance, transfer or
lease the Company shall be discharged from all

                                       56
<PAGE>

obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.

     Such successor Person may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the Securities issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall make available
for delivery any Securities that previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication pursuant to
such provisions and any Securities that such successor Person thereafter shall
cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions.  All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

                                  ARTICLE IX

                            Supplemental Indentures
                            -----------------------

     SECTION 9.01.  Supplemental Indentures without Consent of Holders. Without
                    --------------------------------------------------
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following:

     (1)  to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Securities contained;

     (2)  to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender any right or power herein conferred upon the
Company;

     (3)  to establish the form or terms of Securities of any series as
permitted by Sections 2.01 or 3.01;

     (4)  to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company;

     (5)  to add any additional Events of Default;

                                       57
<PAGE>

     (6)  to change or eliminate any of the provisions of this Indenture;
provided that any such change or elimination (a) shall become effective only
when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (b) shall not apply to any Outstanding Securities;

     (7)  to cure any ambiguity, to correct or supplement any provision herein
that may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture;
provided that such action pursuant to this clause (7) shall not materially
adversely affect the interest of (a) the Holders of Securities of any series or,
(b) in the case of the Securities of a series issued to a Commonwealth
Bankshares Capital Trust and for so long as any of the corresponding series of
Capital Securities shall remain outstanding, the holders of such Capital
Securities;

     (8)  to evidence and provide for the acceptance of appointment hereunder by
a Successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11(b); or

     (9)  to comply with the requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the Trust Indenture Act.

     SECTION 9.02.  Supplemental Indentures with Consent of Holders. With the
                    -----------------------------------------------
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of such Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

     (1)  except to the extent permitted by Section 3.12 or as otherwise
specified as contemplated by Section 3.01 with respect to the extension of the
interest payment period of the Securities of any series, change the Stated
Maturity of the principal of, or any installment of interest (including any
Additional Interest) on, any Security, or reduce the principal amount thereof or
the rate of interest thereon, or reduce the amount of principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the date fixed for redemption thereof);

     (2)  reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of

                                       58
<PAGE>

this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture;

     (3)  modify any of the provisions of this Section, Section 5.13 or Section
10.05, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby; or

     (4)  modify the provisions in Article XIII of this Indenture with respect
to the subordination of outstanding Securities of any series in a manner adverse
to the Holders thereof;

provided that, in the case of the Securities of a series issued to a
--------
Commonwealth Bankshares Capital Trust, so long as any of the corresponding
series of Capital Securities remain outstanding, no such amendment shall be made
that adversely affects the holders of such Capital Securities in any material
respect, and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance with any covenant under this indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate Liquidation Amount of such Capital Securities then outstanding
unless and until the principal of the Securities of such series and all accrued
and, subject to Section 3.08, unpaid interest (including any Additional
Interest) thereon have been paid in full; and provided further, however, that in
                                              ----------------  -------
the case of the securities of a series issued to a Commonwealth Bankshares
Capital Trust, so long as any of the corresponding series of Capital Securities
remain outstanding, no amendment shall be made to Section 5.08 of this Indenture
that would impair the rights of the holders of such Capital Securities provided
herein without the prior consent of the holders of each Capital Security then
outstanding unless and until the principal of the Securities of such series and
all accrued and (subject to Section 3.08) unpaid interest (including any
Additional Interest) thereon have been paid in full.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto.  If a record date is fixed, the Holders on such record
date, or their duly designated Proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date that is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                       59
<PAGE>

     SECTION 9.03.  Execution of Supplemental Indentures. In executing or
                    ------------------------------------
accepting the additional trusts created by any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in conclusively relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this indenture or otherwise, or
that may subject it to liability or be contrary to applicable law.

     SECTION 9.04.  Effect of Supplemental Indentures. Upon the execution of any
                    ---------------------------------
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     SECTION 9.05.  Conformity with Trust Indenture Act. No supplemental
                    -----------------------------------
indenture will be qualified or executed pursuant to the Trust Indenture Act
unless this Indenture is so qualified, or in connection with Capital Securities
that are registered under the Securities Exchange Act of 1934, as amended, upon
the effectiveness of a registration statement.  Every supplemental indenture so
qualified or executed shall conform to the requirements of the Trust Indenture
Act as then in effect.

     SECTION 9.06.  Reference in Securities to Supplemental Indentures.
                    --------------------------------------------------
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Articles may, and shall if required by the Company,
bear a notation in form approved by the Company as to any matter provided for in
such supplemental indenture.  If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such Series.

                                   ARTICLE X

                                   Covenants
                                   ---------

     SECTION 10.01. Payment of Principal and Interest. The Company covenants and
                    ---------------------------------
agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of and interest on the Securities of that series in
accordance with the terms of such Securities and this Indenture.

     SECTION 10.02. Maintenance of Office or Agency. The Company will maintain
                    -------------------------------
in each Place of Payment for any series, an office or agency where Securities of
that series may be presented or surrendered for payment and an office or agency
where Securities may be surrendered for transfer or exchange and where notices
and demand to or upon the Company in

                                       60
<PAGE>

respect of the Securities and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain such office or agency or shall fall to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
of such purposes, and may from time to time rescind such designations; provided,
                                                                       --------
however, that no such designation or rescission shall in any manner relieve the
-------
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes.  The Company will give
prompt written notice to the Trustee of any such designation and any change in
the location of any such office or agency.

     SECTION 10.03. Money for Security Payments to be Held in Trust. If the
                    -----------------------------------------------
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or
interest on any of the Securities of such series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, prior
to 10:00 a.m. Norfolk, Virginia time on each due date of the principal of or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and make available for delivery to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

     (1)  hold all sums held by it for the payment of the principal of or
interest on Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;

     (2)  give the Trustee written notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal or
interest;

     (3)  at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

                                       61
<PAGE>

     (4)  comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by the Company or any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
on Company Request to the Company, or (if then held by the Company) shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, the City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, that shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     SECTION 10.04. Statement as to Compliance. The Company shall deliver to the
                    --------------------------
Trustee, within 120 days after the end of each calendar year of the Company
commencing after the date hereof, an Officers' Certificate executed by
authorized officers at least one of whom shall be the principal executive,
financial or accounting officer of the Company covering the preceding calendar
year, stating whether or not to the best knowledge of the signers thereof the
Company is in default in the performance, observance or fulfillment of or
compliance with any of the material terms, provisions covenants and conditions
of this Indenture, and if the Company shall be in such default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.  For the purpose of this Section 10.04, compliance shall be
determined without regard to any grace period (other than an Extension Period)
or requirement of notice provided pursuant to the terms of this Indenture.

     SECTION 10.05. Waiver of Certain Covenants. The Company may omit in any
                    ---------------------------
particular instance to comply with any covenant or condition as specified as
contemplated by Section 3.01 with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to

                                       62
<PAGE>

or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

     SECTION 10.06. Payment of the Trusts' Costs and Expenses. Since the
                    -----------------------------------------
Commonwealth Bankshares Capital Trusts are being formed solely to facilitate the
investment in the Securities, the Company, as borrower on the Securities, hereby
covenants to pay all debts and obligations (other than with respect to the
payment of principal and interest on the Trust Securities) and all costs and
expenses of such Trusts (including, but not limited to, all costs and expenses
relating to the organization of such Trusts, the fees and expenses of the
Trustees and all costs and expenses relating to the operation of such Trusts)
and to pay any and all taxes, duties, assessments or other governmental charges
of whatever nature (other than United States withholding taxes) imposed on such
Trusts by the United States, or any other taxing authority (such payments of
amounts in connection with taxes being herein referred to as "Additional Sums"),
so that the net amounts received and retained by such Trusts and their
respective Property Trustees after paying such expenses or Additional Sums will
be equal to the amounts such Trusts and Property Trustees would have received
had no such costs, expenses or taxes, duties, assessments or other governmental
charges been incurred by or imposed on such Trusts.  The foregoing obligations
of the Company are for the benefit of, and shall be enforceable by, any person
to whom such debts, obligations, costs, expenses and taxes are owed (a
"Creditor") whether or not such Creditor has received notice thereof.  Any such
Creditor may enforce such obligations of the Company hereunder directly against
the Company, and the Company hereby irrevocably waives any right or remedy to
require that any such Creditor take any action against any Trust or any other
person before proceeding against the Company.  The Company also agrees hereby to
execute such additional agreements as may be necessary or desirable to give full
effect to the foregoing.

     SECTION 10.07. Additional Covenants. The Company covenants and agrees with
                    --------------------
each Holder of Securities of a series issued to a Commonwealth Bankshares
Capital Trust that it will not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any shares of the Company's capital stock (which includes common and preferred
stock), or (ii) make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Company (including
Other Debentures) that rank pari passu with or junior in interest to the
                            ---- -----
Securities of such series or (iii) make any guarantee payments with respect to
any guarantee by the Company of debt securities of any subsidiary of the Company
(including Other Guarantees) if such guarantee ranks pari passu with or junior
                                                     ---- -----
in interest to the Securities (other than (a) dividends or distributions in
Common Stock of the Company, (b) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the Company Guarantee, (d) purchases
or acquisitions of shares of the Company's Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plan
or other contractual obligation of the Company (other than a contractual
obligation ranking pari passu with or junior in interest to these Securities),
                   ---- -----
(e) as a result of a reclassification of the Company's capital stock or the
exchange or conversion of one class or series of the Company's capital stock for
another class or series of the Company's capital

                                       63
<PAGE>

stock or (f) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged), if at such time (i) there
shall have occurred an Event of Default, (ii) the Company shall be in default
with respect to its payment of any obligations under the related Company
Guarantee or (iii) the Company shall have given notice of its election to begin
an Extension Period as provided herein and shall not have rescinded such notice,
or such Extension Period, or any extension thereof, shall be continuing.

     The Company also covenants with each Holder of Securities of a series
issued to a Commonwealth Bankshares Capital Trust (i) to maintain directly, or
indirectly through a wholly owned Subsidiary, 100% ownership of the Common
Securities of such Commonwealth Bankshares Capital Trust; provided, however,
                                                          --------  -------
that any permitted successor of the Company hereunder may succeed to the
Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, wind-up or liquidate such Commonwealth Bankshares Capital Trust,
except (a) in connection with a distribution of the Securities of such series to
the holders of Capital Securities in liquidation of such Commonwealth Bankshares
Capital Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement and (iii) to use its
reasonable best efforts, consistent with the terms and provisions of such Trust
Agreement, (x) not to adversely affect such Commonwealth Bankshares Capital
Trust's status as a grantor trust and (y) not to cause such Commonwealth
Bankshares Capital Trust to be classified as an association taxable as a
corporation for United States Federal income tax purposes.

     SECTION 10.08. Information Returns. For each year during which any
                    -------------------
Securities are outstanding, the Company shall furnish to each Paying Agent on a
timely basis such information as may be reasonably requested by each Paying
Agent in order that such Paying Agent may prepare the information that it is
required to report for such year on Internal Revenue Service Forms 1096 and
1099.  Such information shall include the amount of original issue discount, if
any, includable in income for each $1,000 of principal amount at Stated Maturity
of outstanding Securities during such year.

     SECTION 10.09. Statement by Officers as to Default. The Company shall
                    -----------------------------------
deliver to the Trustee, within five days after the Company becomes aware of the
occurrence of any Event of Default, an Officers' Certificate setting forth the
details of such Event of Default and the action that the Company proposes to
take with respect thereto, if known at such time.

     SECTION 10.10  Delivery of Certain Information. If specified as
                    -------------------------------
contemplated by Section 3.01 with respect to a series of Securities, at any time
when the Company is not subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Security,
the Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder, to a prospective purchaser who is a
"qualified institutional buyer", within the meaning of Rule 144A under the
Securities Act, of such Security designated by such Holder in order to permit
compliance by such Holder with Rule 144A in connection with the resale of such
Security by such Holder; provided, however, that unless otherwise specified as
contemplated by Section 3.01, the Company shall not be required to furnish such
information in connection with any request made on or after the date that is two

                                       64
<PAGE>

years from the later of (i) the date such Security (or any predecessor Security)
was acquired from the Company or (ii) the date such Security (or any predecessor
Security) was last acquired from an "affiliate" of the Company within the
meaning of Rule 144 under the Securities Act.  "Rule 144A Information" shall be
such information as is specified pursuant to Rule 144A(d)(4) under the
Securities Act as in effect on the date hereof.

                                  ARTICLE XI

                    Redemption or Prepayment of Securities
                    --------------------------------------

     SECTION 11.01. Applicability of This Article. Redemption of Securities
                    -----------------------------
(whether by operation of a sinking fund or otherwise) as permitted or required
by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided, however, that
if any provision of any such form of security shall conflict with any provision
of this Article, the provision of such form of Security shall govern.

     SECTION 11.02. Election To Redeem:  Notice to Trustee. The election of the
                    --------------------------------------
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at the election of the Company of any
Securities of any particular series and having the same terms, the Company
shall, not less than 30 nor more than 60 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and, in the case of Securities held by or on behalf of a
Commonwealth Bankshares Capital Trust, the Property Trustee of such date and of
the principal amount of Securities of that series to be redeemed.  In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities, the Company shall
furnish the Trustee with an Officers' Certificate and an Opinion of Counsel
evidencing compliance with such restriction.  Any such notice given to the
Trustee hereunder shall include the information required by Section 11.04
hereof.

     SECTION 11.03. Selection of Securities to be Redeemed. If less than all the
                    --------------------------------------
Securities of any series are to be redeemed (unless all the Securities of such
series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security all as designated to the Trustee by the Company),
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and that may provide for the selection for
redemption of a portion of the principal amount of any Security of such series;
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.  If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

                                       65
<PAGE>

     The Trustee shall promptly notify the Company in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.  If the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

     SECTION 11.04. Notice of Redemption. Notice of redemption (other than at
                    --------------------
the Stated Maturity) shall be given by first-class mail, postage prepaid, mailed
not later than the thirtieth day, and not earlier than the sixtieth day, prior
to the date fixed for redemption, to each Holder of Securities to be redeemed,
at the address of such Holder as it appears in the Securities Register.

     With respect to Securities of each series to be redeemed, each notice of
redemption shall state:

          (a)  the Redemption Date for Securities of such series;

          (b)  the Redemption Price or, if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the estimate of
the Redemption Price provided pursuant to this Indenture together with a
statement that it is an estimate and that the actual Redemption Price will be
calculated on the third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice shall be given as
set forth above setting forth the Redemption Price promptly following the
calculation thereof);

          (c)  if less than all Outstanding Securities of such particular series
and having the same terms are to be redeemed, the identification (and, in the
case of partial redemption, the respective principal amounts) of the particular
Securities to be redeemed;

          (d)  that on the date fixed for redemption, the redemption price at
which such Securities are to be redeemed will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease
to accrue on and after such date;

          (e)  the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

          (f)  that the redemption is for a sinking fund, if such is the case;

          (g)  such other provisions as may be required in respect of the terms
of a particular series of Securities; and

          (h)  the CUSIP number if any.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the

                                       66
<PAGE>

expense of the Company and shall not be irrevocable. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, a failure to give
such notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

     SECTION 11.05. Deposit of Redemption Price. Prior to 10:00 a.m. Norfolk,
                    ---------------------------
Virginia time on the Redemption Date specified in the notice of redemption given
as provided in Section 11.04, the Company will deposit with the Trustee or with
one or more Paying Agents an amount of money sufficient to redeem on the
Redemption Date all the Securities so called for redemption at the applicable
Redemption Price.

     SECTION 11.06. Payment of Securities Called for Redemption. If any notice
                    -------------------------------------------
of redemption has been given as provided in Section 11.04, the Securities or
portion of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable Redemption Price.   On presentation and surrender of
such Securities at a place of payment in such notice specified, such Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable Redemption Price.

     Upon presentation of any Security redeemed in part only, the company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Company, a new Security or Securities of that same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same original Issue Date,
Stated Maturity and terms.  If the Global Security is so surrendered, such new
Security will (subject to Section 3.06) also be a new Global Security.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of such Security shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

     SECTION 11.07. Company's Right of Redemption. Unless otherwise specified as
                    -----------------------------
contemplated by Section 3.01 with respect to the Securities of a particular
series and notwithstanding any additional redemption rights that may be so
specified, the Company, at its option, may redeem the Securities, subject to the
Company having received prior approval of the Federal Reserve if then required
under applicable capital guidelines or policies of the Federal Reserve, (i) on
or after the date specified in such Securities, in whole at any time or in part
from time to time, or ii) upon the occurrence and during the continuation of a
Tax Event, an Investment Company Event or a Capital Treatment Event, at any time
within 90 days following the occurrence and during the continuation of such Tax
Event, Investment Company Event or Capital Treatment Event, in whole (but not in
part), in each case at a Redemption Price specified in such Securities, together
with accrued interest (including Additional Interest) to the Redemption Date.

     If less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such redemption

                                       67
<PAGE>

shall be sufficient to satisfy any provisions of the Trust Agreement related to
the Commonwealth Bankshares Capital Trust to which such Securities were issued.

                                  ARTICLE XII

                                 Sinking Funds
                                 -------------

     SECTION 12.01. Applicability of Article. The provisions of this Article
                    ------------------------
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 3.01 for such
Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any sinking fund payment in excess of such minimum amount that is
permitted to be made by the terms of such Securities of any series is herein
referred to as an "optional sinking fund payment".  If provided for by the terms
of any Securities of any series, the case amount of any sinking fund payment may
be subject to reduction as provided in Section 13.02.  Each sinking fund payment
shall be applied to the redemption (or purchase by tender or otherwise) of
Securities of any series as provided for by the terms of such Securities.

     SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities. In
                    -----------------------------------------------------
lieu of making all or any part of a mandatory sinking fund payment with respect
to any Securities of a series in cash, the Company may at its option, at any
time no more than 16 months and no less than 45 days prior to the date on which
such sinking fund payment is due, deliver to the Trustee Securities of such
series (together with the unmatured Coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities of
such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series, were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that the Securities to be so credited have not been previously so
credited.  The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the redemption price for such Securities, as
specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund, and the amount of such sinking fund payment shall be
reduced accordingly.

     SECTION 12.03. Redemption of Securities Sinking Fund.  Not less than 45
                    -------------------------------------
days prior to each sinking fund payment date for any series of securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, that is to be
satisfied by payment of cash in the currency in which the Securities of such
series are payable (except as provided pursuant to Section 3.01) and the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
pursuant to Section 13.02 and will also deliver to the Trustee any Securities to
be so delivered.  Such Certificate shall be irrevocable and upon its delivery
the Company shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the succeeding sinking fund payment date.  In
the case of the

                                       68
<PAGE>

failure of the Company to deliver such Certificate (or, as required by this
Indenture, the Securities and coupons, if any, specified in such Certificate) by
the due date therefor, the sinking fund payment due on the succeeding sinking
fund payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 13.02 and without the right to make the
optional sinking fund payment with respect to such series at such time.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any particular series shall be applied by the Trustee (or
by the Company if the Company is acting as its own Paying Agent) on the sinking
fund payment date on which such payment is made (or, if such payment is made
before a sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Securities of such
series at the redemption price specified in such Securities with respect to the
sinking fund.  Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent), in
which case such moneys shall be segregated and held in trust as provided in
Section 10.03) for such series and together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
12.03.  Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Company is acting as its own
Paying Agent, segregated and held in trust as provided in Section 10.03) on the
last sinking fund payment date with respect to Securities of such series and not
held for the payment or redemption of particular Securities of such series shall
be applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity.  The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.03 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.04.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.06.  On or before
each sinking fund payment date, the Company shall pay to the Trustee (or, if the
Company is acting as its own Paying Agent, the company shall segregate and hold
in trust as provided in Section 10.03) in cash a sum in the currency in which
Securities of such series are payable (except as provided pursuant to Section
3.01) equal to the principal and any interest accrued to the redemption date for
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.03.

     Neither the Trustee nor the Company shall redeem any Securities of a series
with sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Securities of such series or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series,
except that if the notice of redemption shall have been provided in accordance
with the provisions hereof, the Trustee (or the Company if the Company is then
acting as its own Paying Agent) shall redeem such Securities if cash sufficient
for that purpose shall be deposited with the Trustee (or segregated by the
Company) for that purpose in accordance with the terms of this Article XII.

                                       69
<PAGE>

Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of the Securities and
coupons, if any, of such series; provided, however, that in case such default or
                                 --------  -------
Event of Default shall have been cured or waived herein, such moneys shall
thereafter be applied on the next sinking fund payment date for the Securities
of such series on which such moneys may be applied pursuant to the provisions of
this Section 12.03.

                                 ARTICLE XIII

                          Subordination of Securities
                          ---------------------------

     SECTION 13.01. Securities Subordinate to Senior Debt. The Company covenants
                    -------------------------------------
and agrees, and each Holder of a Security, by its acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereafter set forth
in this Article, the payment of the principal of and interest (including any
Additional Interest) on each and all of the Securities are hereby expressly made
subordinate and junior in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior Debt.

     SECTION 13.02. Payment Over of Proceeds upon Dissolution. In the event of
                    -----------------------------------------
(a) any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company, its creditors or its property, (b) any proceeding for the
liquidation, dissolution, or other winding up of the Company, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings, (c)
any assignment by the Company for the benefit of creditors or (d) any other
marshaling of the assets of the company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall
be entitled to receive payment in full of principal of and interest, if any, on
such Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the Holders of the Securities are entitled to receive or retain any
payment or distribution of any kind or character, whether in cash, property or
securities (including any payment by distribution that may be payable or
deliverable by reason of the payment of any other debt of the Company (including
any series of the Securities) subordinated to the payment of the Securities,
such payment or distribution being hereafter referred to as a "Junior
Subordinated Payment"), on account of principal of or interest (including any
Additional Interest) on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the
holders of Senior Debt shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any Junior Subordinated Payment, that
may be payable or deliverable in respect of the Securities in any such
Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Debt is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt,

                                       70
<PAGE>

and if such fact shall, at or prior to the time of such payment or distribution,
have been made known to a Responsible Officer of the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan or
reorganization or readjustment, in each case, which securities are subordinated
in right of payment to all then outstanding Senior Debt to substantially the
same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article.  The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person or the liquidation or dissolution of the
Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article VIII shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person that acquires by sale such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
VIII.

     SECTION 13.03. Prior Payment to Senior Debt Upon Acceleration of
                    -------------------------------------------------
Securities. In the event that any securities are declared due and payable before
----------
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall first be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
will be entitled to receive or retain any payment or distribution of any kind or
character, whether in cash, property or securities (including any Junior
Subordinated Payment) by the Company on account of the principal of or interest
(including any Additional Interest) on the Securities or on account of the
purchase or other acquisition of Securities by the Company or any Subsidiary;
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with this Indenture or as otherwise
specified as contemplated by Section 3.01 for the Securities of any series by
delivering and crediting pursuant to Section 12.02 or as otherwise specified as
contemplated by Section 3.01 for the Securities of any series of Securities that
have been acquired (upon redemption or otherwise) prior to such declaration of
acceleration.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to a Responsible Officer of the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.


                                       71
<PAGE>

     The provisions of this Section shall not apply to any payment with respect
to which Section 13.02 would be applicable.

     SECTION 13.04. No Payment When Senior Debt in Default. (a) In the event and
                    --------------------------------------
during the continuation of any default by the Company in the payment of
principal of or interest, if any, on any Senior Debt, or in the event that any
event of default with respect to any Senior Debt shall have occurred and be
continuing and shall have resulted in such Senior Debt becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, unless and until such event of default shall have been
cured or waived or shall have ceased to exist and such acceleration shall have
been rescinded or annulled, or (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or event of default, then no
direct or indirect payment or distribution of any kind or character, whether in
cash, property or securities (including any Junior Subordinated Payment), by
set-off or otherwise, shall be made or agreed to be made by the Company on
account of principal or interest (including any Additional Interest) on the
Securities or on account of any redemption, repayment, retirement, purchase or
other acquisition of any Securities by the Company or any Subsidiary; provided,
however, that nothing in this Section shall prevent the satisfaction of any
sinking fund payment in accordance with this Indenture or as otherwise specified
as contemplated by Section 3.01 for the Securities of any series by delivering
and crediting pursuant to Section 12.02 or as otherwise specified as
contemplated by Section 3.01 for the Securities of any series of Securities that
have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to a Responsible Officer of the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any payment with respect
to which Section 13.02 would be applicable.

     SECTION 13.05. Payment Permitted If No Default. Nothing contained in this
                    -------------------------------
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 13.02 or under the conditions described in Sections 13.03
and 13.04, from making payments at any time of principal of or interest
(including any Additional Interest) on the Securities, or (b) the application by
the Trustee of any money deposited with it hereunder to the payment of or on
account of the principal of or interest (including any Additional Interest) on
the Securities or the retention of such payment by the Holders, if, at the time
of such payment by the Company or application by the Trustee, as the case may
be, it did not have knowledge that such payment or application, as the case may
be, would have been prohibited by the provisions of this Article.

     SECTION 13.06. Subrogation to Rights of Holders of Senior Debt. Subject to
                    -----------------------------------------------
the payment in full of all amounts due on all Senior Debt to the extent required
under Sections 13.02

                                       72
<PAGE>

and 13.03 of this Indenture, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
the Holders of the Securities shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article (equally and ratably with the holders of all
indebtedness of the Company that by its express terms is subordinated to Senior
Debt of the Company to substantially the same extent as the Securities are
subordinated to the Senior Debt and is entitled to like rights of subrogation by
reason of any payments or distributions made to holders of such Senior Debt) to
the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
until the principal of and interest on the Securities shall be paid in full. For
purposes of such subrogation or assignment, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Debt by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of Senior
Debt, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt.

     SECTION 13.07. Provisions Solely to Define Relative Rights. The provisions
                    -------------------------------------------
of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders
of Senior Debt on the other hand.  Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as between the Company and the Holders of the securities, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of and interest (including any
Additional Interest) on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior Debt; or
(c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture
including, without limitation, filing and voting claims in any Proceeding,
subject to the rights, if any, under this Article of the holders of Senior Debt
to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

     SECTION 13.08. Trustee to Effectuate Subordination. Each Holder of a
                    -----------------------------------
Security by his or her acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination provided in this Article and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

     SECTION 13.09. No Waiver of Subordination Provisions. No right of any
                    -------------------------------------
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or be otherwise charged with.

                                       73
<PAGE>

     SECTION 13.10. Notice to Trustee. The Company shall give prompt written
                    -----------------
notice to the Trustee of any fact known to the Company that would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor (whether or not the facts contained in
such notice are true); provided, however, that if the Trustee shall not have
                       --------  -------
received the notice provided for in this Section at least two Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
or interest (including any Additional Interest) on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such monies and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

     SECTION 13.11. Reliance on Judicial Order or Certificate of Liquidating
                    --------------------------------------------------------
Agent. Upon any payment or distribution of assets of the Company referred to in
-----
this Article, the Trustee, subject to the provisions of Article VI, and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     SECTION 13.12. Trustee Not Fiduciary for Holders of Senior Debt. The
                    ------------------------------------------------
Trustee, in its capacity as trustee under this Indenture, shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt and shall not be liable to
any such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of
this Article or otherwise.

     SECTION 13.13. Rights of Trustee as Holder of Senior Debt; Preservation of
                    -----------------------------------------------------------
Trustee's Rights.  The Trustee in its individual capacity shall be entitled to
----------------
all the rights set forth in this Article with respect to any Senior Debt that
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     SECTION 13.14. Article Applicable to Paying Agents. In case at any time any
                    -----------------------------------
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its

                                       74
<PAGE>

meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee.

     SECTION 13.15. Certain Conversions or Exchanges Deemed Payment. For
                    -----------------------------------------------
purposes of this Article XIII only, (a) the issuance and delivery of junior
securities (as defined below) upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of or interest (including any Additional Interest) on the Securities
or on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such Security.  For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company and (ii) securities of the Company that are
subordinated in right of payment to all Senior Debt that may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article.

                                  ARTICLE XIV

                           Conversion of Securities
                           ------------------------

     SECTION 14.01. Conversion Rights. Subject to and upon compliance with the
                    -----------------
provisions of this Article XIV, the Securities are convertible, at the option of
the Holder, at any time on or before 5:00 p.m.  (Norfolk, Virginia time) on the
earlier of (i) the Business Day immediately preceding the date of repayment of
such Securities, whether at maturity or upon prepayment, and (ii) the Conversion
Termination Date of the Securities, into fully paid and nonassessable shares of
Common Stock at a per share conversion price equal to $8.00, subject to
adjustment as described in this Article XIV (as so adjusted, the "Conversion
Price").  A Holder of Securities may convert any portion of the principal amount
of such Securities into that number of fully paid and nonassessable shares of
Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) obtained by dividing the principal amount of the Securities to be
converted by the Conversion Price.  In case a Security or portion thereof is
called for redemption or prepayment, such conversion right in respect of the
Security or portion so called shall expire at 5:00 p.m.  (Norfolk, Virginia
time) on the Business Day immediately preceding the corresponding Redemption
Date, unless the Company defaults in making the payment due upon redemption or
prepayment.

     SECTION 14.02. Conversion Procedures. (a) To convert all or a portion of
                    ---------------------
the Securities, the Holder thereof shall deliver to the Conversion Agent an
irrevocable notice in the form of Exhibit B attached to this Indenture (each, a
"Notice of Conversion Request") setting forth the principal amount of Securities
to be converted, together with the name or names, if other than the Holder, in
which the shares of Common Stock should be issued upon conversion and, if such
Securities are definitive Securities, surrender to the Conversion Agent the
Securities to be converted, duly endorsed or assigned to the Company or in
blank.  In addition, a holder of Trust Securities may exercise its right under
the related Trust Agreement to exchange such Trust Securities for Securities
which will be converted into Common Stock by delivering to the Conversion Agent
an irrevocable request (each, a "Conversion Request") setting forth the

                                       75
<PAGE>

information called for by the preceding sentence and directing the Conversion
Agent (i) to exchange such Trust Securities for a portion of the Securities held
by the related Commonwealth Bankshares Capital Trust (at an exchange rate of
$25.00 principal amount of Securities for each Trust Security) and (ii)
immediately to convert such Securities, on behalf of such holder, into Common
Stock pursuant to this Article XIV and, if such Trust Securities are in
definitive form, surrendering such Trust Securities, duly endorsed or assigned
to the Company or in blank.  So long as any Trust Securities are outstanding, no
Commonwealth Bankshares Capital Trust shall convert any Securities except
pursuant to a Conversion Request delivered to the Conversion Agent by a holder
of Trust Securities.

     Holders of Securities at 5:00 p.m. (Norfolk, Virginia time; on a record
date for an Interest Payment Date will be entitled to receive the interest
payable on such Securities on the corresponding Interest Payment Date
notwithstanding the conversion of such Securities following such record date but
on or prior to such Interest Payment Date.  Except as provided in the
immediately preceding sentence, the Company will not make, or be required to
make, any payment, allowance or adjustment for accumulated and unpaid interest,
whether or not in arrears, on converted Securities; provided, however, that if
notice of prepayment of Securities is mailed or otherwise given to Holders of
Securities or the related Commonwealth Bankshares Capital Trust issues a press
release announcing a Conversion Termination Date, then, if any Holder of
Securities converts any Securities into Common Stock on any date on or after the
date on which such notice of prepayment is mailed or otherwise given or the date
of such press release, as the case may be, and if such date of conversion falls
on any day from and including the first day of an Extension Period and on or
prior to the Interest Payment Date upon which such Extension Period ends, such
converting Holder shall be entitled to receive either (i) if the date of such
conversion falls after a record date and on or prior to the next succeeding
Interest Payment Date, all accrued and unpaid interest on such Securities
(including interest thereon, if any, to the extent permitted by applicable law)
to such Interest Payment Date or (ii) if the date of such conversion does not
fall on a date described in clause (i) above, all accrued and unpaid interest on
such Securities (including interest thereon, if any, to the extent permitted by
applicable law) to the most recent Interest Payment Date prior to the date of
such conversion, which interest shall, in either such case, be paid to such
converting Holder unless the date of conversion of such Securities is on or
prior to the Interest Payment Date upon which such Extension Period ends and
after the record date for such Interest Payment Date, in which case such
interest shall be paid to the person who was the Holder of such Securities (or
one or more predecessor Securities) at 5:00 p.m.  (Richmond, Virginia time) on
such record date.  Except as otherwise set forth above in this paragraph, in the
case of any Security that is converted, interest whose Stated Maturity is after
the date of conversion of such Security shall not be payable, and the Company
shall not make or be required to make any other payment, adjustment or allowance
with respect to accrued but unpaid interest (including Additional Interest and
Additional Sums, if any) on the Securities being converted, which shall be
deemed to be paid in full.  If any Security called for prepayment is converted,
any money deposited with the Trustee or with any Paying Agent or so segregated
and held in trust for the prepayment of such Security shall (subject to any
right of the Holder of such Security or any Predecessor Security to receive
interest as provided in this Indenture) be paid to the Company upon a Company
Request or, if then held by the Company, shall, be discharged from such trust.

                                       76
<PAGE>

     Each conversion shall be deemed to have been effected immediately prior to
5:00 p.m.  (Norfolk, Virginia time) on the day (the "Conversion Date") on which
the Notice of Conversion Request or the Notice of Conversion, as the case may
be, was received by the Conversion Agent from the Holder or from a holder of the
Trust Securities, as the case may be, effecting a conversion thereof pursuant to
its conversion rights under the related Trust Agreement.  The Person or Persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as a record holder or holders of such Common Stock as
of the Conversion Date.  As promptly as practicable on or after the Conversion
Date, the Company shall issue and deliver at the office of the Conversion Agent,
unless otherwise directed by the Holder in the Notice of Conversion Request, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share, to the Person or Persons entitled to receive the
same.  The Conversion Agent shall deliver such certificate or certificates to
each such Person or Persons.

          (b) Subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in Section 14.02(a), the
Company's delivery upon conversion of the fixed number of shares of Common Stock
into which the Securities are convertible (together with the cash payment, if
any, in lieu of fractional shares) shall be deemed to satisfy the Company's
obligation to pay the principal amount at maturity of the portion of Securities
so converted and any unpaid interest (including Additional Interest and
Additional Sums, if any) accrued on such Securities at the time of such
conversion.

          (c) No fractional shares of Common Stock will be issued as a result of
conversion, but, in lieu thereof, the Company shall pay to the Conversion Agent
a cash adjustment in an amount equal to the same fraction of the Closing Price
as such fractional interest on the date on which the Securities or Trust
Securities, as the case may be, were duly surrendered to the Conversion Agent
for conversion, or, if such day is not a Trading Day, on the next Trading Day,
and the Conversion Agent in turn will make such payment, if any, to the Holder
of the Securities or the holder of the Trust Securities so converted.

          (d) In the event of the conversion of any Security in part only, a new
Security or Securities for the unconverted portion thereof will be issued in the
name of the Holder thereof upon the cancellation thereof.

          (e) In effecting the conversion transactions described in this
Section, the Conversion Agent is acting as agent of the holders of Trust
Securities (in the exchange of Trust Securities for Securities) and as agent of
the Holders of Securities (In the conversion of Securities into Common Stock),
as the case may be, directing it to effect such conversion transactions.  The
Conversion Agent is hereby authorized (i) to exchange Trust Securities for
Securities held by the related Commonwealth Bankshares Capital Trust from time
to time in connection with the conversion of such Trust securities in accordance
with this Article XIV and (ii) to convert all or a portion of such Securities
into Common Stock and thereupon to deliver such shares of Common Stock in
accordance with the provisions of this Article XIV and to deliver to such
Commonwealth Bankshares Capital Trust a new Security or Securities for any
resulting unconverted principal amount.

                                       77
<PAGE>

     SECTION 14.03. Conversion Price Adjustments. The Conversion Price shall be
                    ----------------------------
subject to adjustment (without duplication) from time to time as follows:

          (a) In case the Company shall, while any of the Securities are
outstanding, (i) pay a dividend or make a distribution with respect to its
Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of
Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) issue by reclassification of its shares of
Common Stock any shares of capital stock of the Company, the Conversion Price in
effect immediately prior to such action shall be adjusted so that the Holder of
any Securities thereafter surrendered for conversion shall be entitled to
receive the number of shares of capital stock of the Company that he would have
owned immediately following such action had such Securities been converted
immediately prior thereto.  An adjustment made pursuant to this Section 14.03(a)
shall become effective immediately after the record date in the case of a
dividend or other distribution and shall become effective immediately after the
effective date in case of a subdivision, combination or reclassification (or
immediately after the record date if a record date shall have been established
for such event).  If, as a result of an adjustment made pursuant to this Section
14.03(a), the Holder of any Security thereafter surrendered for conversion shall
become entitled to receive shares of two or more classes or series of capital
stock of the Company, the Board of Directors (whose determination shall be
conclusive and shall be described in a resolution of the Board of Directors
filed with the Trustee) shall determine the allocation of the adjusted
Conversion Price between or among shares of such classes or series of capital
stock.

          (b) In case the Company shall, while any of the Securities are
outstanding, issue rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after the record date
mentioned in this Section 14.03(b)) to subscribe for or purchase shares of
Common Stock at a price per share less than the Current Market Price per share
of Common Stock on such record date, the Conversion Price for the Securities
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares that the aggregate offering
price of the total number of shares so offered for subscription or purchase
would purchase at such Current Market Price, and of which the denominator shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase.  Such adjustment shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights or warrants.  For the purposes of this subsection, the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company.  The Company shall not issue any
rights or warrants in respect of the shares of Common Stock held in the treasury
of the Company.  In case any rights or warrants referred to in this subsection
in respect of which an adjustment shall have been made shall expire unexercised
within 45 days after the same shall have been distributed or issued by the
Company, the Conversion Price shall be readjusted at the time of such expiration
to the Conversion Price that would have been in effect if no adjustment had been
made on account of the distribution or issuance of such expired rights or
warrants.

                                       78
<PAGE>

          (c) Subject to the last sentence of this Section 14.03(c) and to
Section 14.03(d), in case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its indebtedness,
shares of any class or series of capital stock, cash or assets (including
securities, but excluding any rights or warrants referred to in Section
14.03(b), any dividend or distribution paid exclusively in cash and any dividend
or distribution referred to in Section 14.03(a)), the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the effectiveness of the
Conversion Price reduction contemplated by this Section 14.03 (c) by a fraction
of which the numerator shall be the Current Market Price per share of the Common
Stock on the date fixed for the payment of such distribution (the "Reference
Date") less the fair market value (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors), on the Reference Date, of the portion of the
evidences of indebtedness, shares of capital stock, cash and assets so
distributed applicable to one share of Common Stock, and the denominator shall
be such Current Market Price per share of the Common Stock, such reduction to
become effective immediately prior to the opening of business on the day
following the Reference Date.  In the event that such dividend or distribution
is not so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price that would then be in effect if such dividend or distribution
had not occurred.  If the Board of Directors determines the fair market value of
any distribution for purposes of this Section 14.03(c) by reference to the
actual or when issued trading market for any securities comprising such
distribution, it must, in doing so, consider the prices in such market over the
same period used in computing the Current Market Price per share of Common
Stock.  For purposes of this Section 14.03(c), any dividend or distribution that
includes shares of Common Stock or rights or warrants to subscribe for or
purchase shares of Common Stock shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, shares of capital stock, cash or
assets other than such shares of Common Stock or such rights or warrants (making
any Conversion Price reduction required by this Section 14.03(c)) immediately
followed by (2) a dividend or distribution of such shares of common Stock or
such rights or warrants (making any further Conversion Price reduction required
by Section 14.03 (a) or 14.03(b)), except (A) the Reference Date of such
dividend or distribution as defined in this Section 14.03 (c) shall be
substituted as (a) "the record date in the case of a dividend or other
distribution," and (b) "the record date for the determination of stockholders
entitled to receive such rights or warrants" within the meaning of Sections
14.03 (a) and 14.03(b), respectively, and (B) any shares of Common Stock
included in such dividend or distribution shall not be deemed outstanding for
purposes of computing any adjustment of the Conversion Price in Section
14.03(a).

          (d) In case the Company shall pay or make a dividend or other
distribution on its Common Stock exclusively in cash (excluding all regular cash
dividends, if the annualized amount thereof per share of Common Stock does not
exceed 15% of the Current Market Price per share of the Common Stock on the
Trading Day immediately preceding the date of declaration of such dividend), the
Conversion Price shall be reduced to equal the price determined by multiplying
the Conversion Price in effect immediately prior to the effectiveness of the
Conversion Price reduction contemplated by this Section 14.03(d) by a fraction
of which the numerator shall be the Current Market Price per share of the Common
Stock on the date

                                       79
<PAGE>

fixed for the payment of such dividend or distribution less the amount of cash
so distributed (and not excluded as herein provided) that is allocable to one
share of Common Stock, and the denominator shall be such Current Market Price
per share of the Common Stock, such reduction to become effective immediately
prior to the opening of business on the day following the date fixed for the
payment of such dividend or distribution; provided, however, that in the event
the portion of the cash so distributed applicable to one share of Common Stock
is equal to or greater than the Current Market Price per share of the Common
Stock on the record date mentioned above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder of Securities shall have
the right to receive upon conversion the amount of cash that such Holder would
have received had such Holder converted each Security immediately prior to the
record date for the distribution of the cash. In the event that such dividend or
distribution is not so paid or made, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such
dividend or distribution had not occurred.

          (e) In case a tender or exchange offer (other than an odd-lot offer)
made by the Company or any subsidiary of the Company for all or any portion of
the Common Stock shall expire and such tender or exchange offer shall involve
the payment by the Company or such subsidiary of consideration per share of
Common Stock having a fair market value (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
resolution of the Board of Directors) at the last time (the "Expiration Time")
that tenders or exchanges may be made pursuant to such tender or exchange offer
(as it shall have been amended) that exceeds 110% of the Current Market Price
per share of Common Stock on the Trading Day next succeeding the Expiration
Time, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the effectiveness of the Conversion Price reduction contemplated by this
Section 14.03 (e) by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding (including any tendered or exchanged shares)
at the Expiration Time multiplied by the Current Market Price per share of the
Common Stock on the Trading Day next succeeding the Expiration Time, and the
denominator shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time and the Current Market Price per share of the Common Stock on the Trading
Day next succeeding the Expiration Time, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration
Time.

          (f) For the purpose of any computation under Sections 14.03(b), (c),
(d) or (e), the "Current Market Price" per share of Common Stock on any date in
question shall be deemed to be the average of the daily Closing Prices for the
five consecutive Trading Days selected by the Company commencing not more than
20 Trading Days before, and ending not later than, the earlier of the day in
question or, if applicable, the day before the "ex" date with respect to the
issuance or distribution requiring such computation; provided, however, that if
another event occurs that would require an adjustment pursuant to any of
Sections 14.03(a) through (e), inclusive, the Board of Directors may make such
adjustments to the Closing Prices

                                       80
<PAGE>

during such five Trading Day period as it determines to be appropriate to
effectuate the intent of the provisions of this Section 14.03, in which case any
such determination by the Board of Directors shall be set forth in a resolution
of the Board of Directors and shall be conclusive. For purposes of this
paragraph, the term "ex" date, (i) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades regular way
on the NYSE or on such successor securities exchange on which the Common Stock
may be listed or in the relevant market from which the Closing Prices were
obtained without the right to receive such issuance or distribution, and (ii)
when used with respect to any tender or exchange offer, means the first date on
which the Common Stock trades regular way on such securities exchange or in such
market after the Expiration Time of such offer.

          (g) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 14.03(a) through (e), as it considers to
be advisable to avoid or diminish any income tax to holders of Common Stock or
rights to purchase Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for income
tax purposes.  The Company from time to time may reduce the Conversion Price by
any amount for any period of time if the period is at least 20 days, the
reduction is irrevocable during the period, and the Board of Directors of the
Company shall have made a determination that such reduction would be in the best
interest of the Company, which determination shall be conclusive.  Whenever the
Conversion Price is reduced pursuant to the preceding sentence, the Company
shall mail to Holders of record of the Securities a notice of the reduction at
least 15 days prior to the date that the reduced Conversion Price takes effect,
and such notice shall state the reduced Conversion Price and the period that it
will be in effect.

          (h) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Conversion Price; provided, however, that any adjustment that, by reason of this
Section 14.03(h), is not required to be made shall be carried forward and taken
into account in determining whether any subsequent adjustment shall be required.

          (i) If any action would require adjustment of the Conversion Price
pursuant to more than one of the provisions described above, only one adjustment
shall be made, and such adjustment shall be the amount of adjustment that has
the highest absolute value to the Holder of the Securities.

     SECTION 14.04. Reclassification, Consolidation, Merger or Sale of Assets.
                    ---------------------------------------------------------
In the event that the Company shall be a party to any transaction, including
without limitation (a) any recapitalization or reclassification of the Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination
of the Common Stock), (b) any consolidation of the Company with, or merger of
the Company into, any other Person, any merger of another Person into the
Company (other than a merger that does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company), (c) any sale, transfer or lease of all or substantially all of the
assets of the Company or (d) any compulsory share exchange, in each case
pursuant to which the Common Stock is converted into the right to receive other
securities, cash or other property, then lawful provision shall be made as part
of the terms of such

                                       81
<PAGE>

transaction whereby the Holder of each Security then outstanding shall have the
right thereafter to convert each Security only into the kind and amount of
securities, cash or other property receivable upon consummation of such
transaction by a holder of the number of shares of Common Stock of the Company
into which such Security could have been converted immediately prior to such
transaction.

     The Company or the Person that is formed by such consolidation or that
results from such merger or that acquires such assets or the Company's shares,
as the case may be, shall make provision in its certificate or articles of
incorporation or other constituent document to establish such right.  Such
certificate or articles of incorporation or other constituent document shall
provide for adjustments that, for events subsequent to the effective date of
such certificate or articles of incorporation or other constituent document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article XIV.  The above provisions shall similarly apply to
successive transactions of the foregoing type.

     SECTION 14.05. Notice of Adjustments of Conversion Price. Whenever the
                    -----------------------------------------
Conversion Price is adjusted as herein provided:

          (a) The Company shall compute the adjusted Conversion Price and shall
prepare a certificate signed by the Chief Financial Officer or the Treasurer of
the Company setting forth the adjusted Conversion Price and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Trustee, the Conversion Agent and
the transfer agent for the Capital Securities and the Securities; and

          (b) Notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price shall, as soon as practicable, be
mailed by the Company to all record holders of Capital Securities and all
Holders of the Securities at their last addresses as they appear upon the
Capital Securities Register or the Securities Register, as the case may be.

     SECTION 14.06. Prior Notice of Certain Events. In case:
                    ------------------------------

          (a) the Company shall (i) declare any dividend (or any other
distribution) on its Common Stock, other than (A) a dividend payable in shares
of Common Stock or (B) a dividend payable in cash that would not require an
adjustment pursuant to Section 14.03(c) or (d), or (ii) authorize a tender or
exchange offer that would require an adjustment pursuant to section 14.03(e);

          (b) the Company shall authorize the granting to all holders of Common
Stock of rights or warrants to subscribe for or purchase any shares of stock of
any class or series or of any other rights or warrants;

          (c) of any reclassification of Common Stock (other than a subdivision
or combination of the outstanding Common Stock, or a change in par value, or
from par value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company shall be required, or of the sale or transfer
of all or substantially all of the assets of the Company or of

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<PAGE>

any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or other property; or

          (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

          then the Company shall (1) if any Capital Securities are outstanding,
cause to be filed with the transfer agent for the Capital Securities, and cause
to be mailed to the holders of record of the Capital Securities, at their last
addresses as they shall appear in the Capital Securities Register or (2) cause
to be mailed to all Holders at their last addresses as they shall appear in the
Securities Register, at least 15 days prior to the applicable record or
effective date hereafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend, distribution,
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up (but no failure
to mail such notice or any defect therein or in the mailing thereof shall affect
the validity of the corporate action required to be specified in such notice).

     SECTION 14.07. Certain Defined Terms. The following definitions shall apply
                    ---------------------
to terms used in this Article XIV:

          (a) "Closing Price" of any security on any day shall mean the last
reported sale price of such security, regular way, on such day or, if no sale
takes place on such day, the average of the reported closing bid and asked
prices of such security or such day, regular way, in either case as reported on
the NYSE Composite Tape or, if the security is not listed or admitted to trading
on the NYSE, on the principal national securities exchange on which such
security is listed or admitted to trading, or, if not listed or admitted to
trading on a national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc.  or, if such security is not
quoted or admitted to trading on such quotation system, on the principal
quotation system on which such security is listed or admitted to trading or
quoted, or, if not listed or admitted to trading or quoted on any national
securities exchange or quotation system, the average of the closing bid and
asked prices of such security in the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such manner, as
furnished by any NYSE member firm selected from time to time by the Board of
Directors for that purpose or, if not so available in such manner, as otherwise
determined in good faith by the Board of Directors.

          (b) "Trading Day" shall mean a day on which securities are traded on
the national securities exchange or quotation system used to determine the
Closing Price.


                                       83
<PAGE>

     SECTION 14.08. Dividend or Interest Reinvestment Plans. Notwithstanding the
                    ---------------------------------------
foregoing provisions, the issuance of any shares of Common Stock pursuant to any
plan providing for the reinvestment of dividends or interest payable on
securities of the Company and the investment of additional optional amounts in
shares of Common Stock under any such plan, and the issuance of any shares of
Common Stock or options or rights to purchase such shares pursuant to any
employee benefit plan or program of the Company pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of the
date that the Securities were first issued, shall not be deemed to constitute an
issuance of Common Stock or exercisable, exchangeable or convertible securities
by the Company to which any of the adjustment provisions described above
applies.   There shall also be no adjustment of the Conversion Price in case of
the issuance of any stock (car securities convertible into or exchangeable for
stock) of the Company except as specifically described in this Article XIV.

     SECTION 14.09. Certain Additional Rights. In case the Company shall, by
                    -------------------------
dividend or otherwise, declare or make a distribution on its Common Stock
referred to in Section 14.03(c) or (d) (including, without limitation, dividends
or distributions referred to in the last sentence of Section 14.03(c)), the
Holder of the Securities, upon the conversion thereof subsequent to 5:00 p.m.
(Norfolk, Virginia time) on the date fixed for the determination of stockholders
entitled to receive such distribution and prior to the effectiveness of the
Conversion Price adjustment in respect of such distribution, shall also be
entitled to receive, for each share of Common Stock into which the securities
are converted, the portion of the shares of Common Stock, rights, warrants,
evidences of indebtedness, shares of capital stock, cash and assets so
distributed applicable to one share of Common Stock; provided, however, that, at
the election of the Company (whose election shall be evidenced by a resolution
of the Board of Directors) with respect to all Holders so converting, the
Company may, in lieu of distributing to such Holder any portion of such
distribution not consisting of cash or securities of the Company, pay such
Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors).  If any conversion of
Securities described in the immediately preceding sentence occurs prior to the
payment date for a distribution to holders of Common Stock that the Holder of
Securities so converted is entitled to receive in accordance with the
immediately preceding sentence, the Company may elect (such election to be
evidenced by a resolution of the Board of Directors) to distribute to such
Holder a due bill for the shares of Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash or assets to which such Holder is so
entitled, provided, that such due bill (i) meets any applicable requirements of
the principal national securities exchange or other market on which the Common
Stock is then traded and (ii) requires payment or delivery of such shares of
Common Stock, rights, warrants, evidences of indebtedness, shares of capital
stock, cash or assets no later than the date of payment or delivery thereof to
holders of shares of Common Stock receiving such distribution.

     SECTION 14.10. Trustee Not Responsible for Determining Conversion Price or
                    -----------------------------------------------------------
Adjustments. Neither the Trustee nor any Conversion Agent shall at any time be
-----------
under any duty or responsibility to any Holder of any Security to determine
whether any facts exist that may require any adjustment of the Conversion Price,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making any such adjustment.  Neither the

                                       84
<PAGE>

Trustee nor any Conversion Agent shall be accountable with respect to the
validity or value (or the kind of account) of any shares of Common Stock or of
any securities or property that may at any time be issued or delivered upon the
conversion of any Security; and neither the Trustee nor any Conversion Agent
makes any representation with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property upon the surrender of any
Security for the purpose of conversion, or, except as expressly herein provided,
to comply with any of the covenants of the Company contained in this Article
XIV.

     SECTION 14.11. Termination of Conversion Rights. (a) Right of Company to
                    --------------------------------
Terminate Conversion Rights.  On and after January 15, 2004, the Company may, at
its option, cause the conversion rights of holders of Securities to terminate if
(i) the Company is then current in the payment of interest on the Securities
(including Additional Interest and Additional Sums, if any) (except to the
extent that the payment of interest may have been deferred as a result of any
Extension Period) and (ii) for at least 20 Trading Days within any period of 30
consecutive Trading Days, including the last Trading Day of such period, the
Closing Price of the Common Stock shall have exceeded 115% of the Conversion
Price of the Securities then in effect.

          (b) Exercise of Option Prior to a Dissolution Event Distribution.  To
exercise its conversion expiration option prior to the distribution of
Securities from the related Commonwealth Bankshares Capital Trust to the holders
of the corresponding Trust Securities upon the occurrence of a Dissolution Event
(a "Dissolution Event Distribution"), the Company shall give written notice to
such Commonwealth Bankshares Capital Trust directing such Commonwealth
Bankshares Capital Trust to issue the "Press Release" (as defined in Section
4.08(h)(ii) of the related Trust Agreement), to cause the conversion rights of
the holders of Trust Securities to terminate.  The Company shall also furnish a
copy of such notice to the Trustee (and the Conversion Agent if the Trustee is
not then serving as the Conversion Agent).  If such Commonwealth Bankshares
Capital Trust fails to issue the Press Release within two (2) Business Days
after its receipt of such notice, the Company may, on behalf of such
Commonwealth Bankshares Capital Trust, issue the Press Release in accordance
with the provisions of Section 4.08(h) of the related Trust Agreement.  The
conversion rights of the Holders of the Securities shall terminate
simultaneously with the termination of the conversion rights of the holders of
the Trust Securities.

          (c) Exercise of Option After a Dissolution Event Distribution.  To
exercise its conversion termination option after a Dissolution Event
Distribution, the Company shall issue a press release for publication on the Dow
Jones News Service or on a comparable news service announcing the Conversion
Termination Date of the Securities.  Such press release must be issued prior to
the opening of business on the second Trading Day after a period in which the
conditions of Section 14.11(a) have been satisfied, but in no event prior to
January 15, 2004.  Such press release shall state that the Company has elected
to exercise its right to terminate the conversion privilege, specify the
Conversion Termination Date of the Securities (as determined in the manner set
forth below) and provide the Conversion Price and the Closing Price of the
Common Stock, in each case as of the close of business on the Trading Day next
preceding the

                                       85
<PAGE>

date of the press release. Additionally, the Company shall cause a notice of the
termination of conversion rights (a "Notice of Conversion Termination") to be
given by first-class mail to each Holder of Securities, the Trustee (and the
Conversion Agent if the Trustee is not then serving as the Conversion Agent) not
more than four Business Days after the Company issues such press release. The
Notice of Conversion Termination shall state, as appropriate: (i) the Conversion
Termination Date of the Securities; (ii) the Conversion Price of the Securities
and the Closing Price of the Common Stock, in each case as of the close of
business on the Trading Day next preceding the date of the Notice of Conversion
Termination; (iii) the place or places at which a Notice of Conversion Request
with respect to Securities may be given to the Conversion Agent in accordance
with Section 14.02 prior to the Conversion Termination Date of the Securities;
and (iv) such other information or instructions as the Company deems necessary
or advisable to enable each Holder to exercise its conversion right hereunder.
Notice of Conversion Termination shall be deemed to have been given on the day
that such notice is first mailed by first-class mail, postage prepaid, to each
Holder of Securities at the address of such Holder appearing in the Securities
Register (whether or not such Holder receives the Notice of Conversion
Termination). No defect in the Notice of Conversion Termination or in the
mailing thereof with respect to any Securities shall affect the validity of the
Company's exercise of its conversion termination option if the press release
referred to above shall have been issued.

          (d) Certain Definitions.  The term "Conversion Termination Date" has
the meaning assigned to such term in Section 4.08(h)(ii) of the related Trust
Agreement.  The "Conversion Termination Date of the Securities" shall be the
close of business on the Business Day selected by the Company that is not less
than 30 nor more than 60 calendar days after (1) the date on which the related
Commonwealth Bankshares Capital Trust (or the Company, as the case may be)
issues the Press Release as provided in Section 14.11 (b) announcing the
Company's intention to terminate the conversion rights of the holders of the
Trust Securities or (2) the date on which the Company issues the press release
required by Section 14.11(c) announcing its intention to terminate the
conversion rights of the Holders of the Securities, as the case may be.  If the
Company does not exercise its conversion termination option, the Conversion
Termination Date of the Securities (i) with respect to any principal amount of
Securities that is called for repayment shall be the close of business on the
Business Day prior to the scheduled date for such repayment and (ii) in any
other case shall be the close of business on the Business Day prior to the
Maturity Date of the Securities.  As of the close of business on the earlier of
the Conversion Termination Date or the Conversion Termination Date of the
Securities, the Securities shall be deemed to be nonconvertible securities.

     This instrument may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first written above.

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<PAGE>

                         COMMONWEALTH BANKSHARES, INC.



                         By:______________________________________________
                         Name:  Edward J. Woodard, Jr.
                         Title: President and Chief Executive Officer

[Seal]



                         WILMINGTON TRUST COMPANY,
                         As Trustee



                         By:______________________________________________
                         Name:  Donald G.  MacKelcan
                         Title: Assistant Vice President

[Seal]

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<PAGE>

                                                                       EXHIBIT A

                  [Form of Restricted Securities Certificate]

                       RESTRICTED SECURITIES CERTIFICATE

           (For transfers pursuant to Section 3.05 and Section 3.06
                     of the Junior Subordinated Indenture)

[_____________________________],
as Security Registrar
[address]

Re:  Junior Convertible Subordinated Debt Securities of Commonwealth Bankshares,
     Inc. (the "Company") (the "Securities")

     Reference is made to the Junior Subordinated Indenture, dated as of
_________________, 2000 (the "Indenture"), between Commonwealth Bankshares, Inc.
and Wilmington Trust Company, as trustee (the "Trustee"). Terms used herein and
defined in the Indenture or in Regulation D, Rule 144A or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), are used herein
as so defined.

     This certificate relates to $___________ aggregate principal amount of
Securities, that are evidenced by the following certificates) (the "Specified
Securities"):

     CUSIP No(s) -______________________________________________________________

     CERTIFICATE No(s) -________________________________________________________

     CURRENTLY IN BOOK-ENTRY FORM: ___________ Yes ________ No (check one)

The person in whose name this certificate is executed below (the "undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary in the name of the Undersigned, as or on behalf of the
Owner.  If the Specified Securities are not represented by a Global Security,
they are registered in the name of the Undersigned, as or on behalf of the
Owner.

The Owner has requested that the Specified Securities be transferred to a person
(the "Transferee") who will take delivery in the form of a Restricted Security.
In connection with such transfer, the Owner hereby certifies that, unless such
transfer is being effected pursuant to an effective registration statement under
the Securities Act, it is being effected in accordance with one of the following
as indicated (check one):

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<PAGE>

________  (1)  transferred to the Company; or

________  (2)  exchanged for the undersigned's own account without transfer; or

________  (3)  transferred pursuant to and in compliance with Rule 144A under
               the Securities Act; or

________  (4)  to an institutional "accredited investor" within the meaning of
               subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
               Securities Act that is acquiring the Securities for its own
               account, or for the account of such an institutional "accredited
               investor," for investment purposes and not with a view to, or for
               offer or sale in connection with, any distribution in violation
               of the Securities Act; or

________  (5)  transferred pursuant to another available exemption from the
               registration requirements of the Securities Act.

Unless such transfer is being effected in accordance with one of the above, the
Securities Registrar will refuse to register any of the Securities evidenced by
this certificate in the name of any person other than the Holder thereof;
provided, however, that if (4) or (5) is applicable, the Securities Registrar
may require, prior to registering any such transfer of the Securities such legal
opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, such as the exemption provided by Rule 144 under such Act;
provided, further, that if box (3) is checked, the transferee must also certify
that it is a qualified institutional buyer as defined in Rule 144A.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Dated:                   _______________________________________________________
                         (Print the name of the Undersigned, as such term is
                         defined in the second paragraph of this certificate.)



                         By:____________________________________________________
                         Name:
                         Title:
                         (If the Undersigned is a corporation, partnership or
                         fiduciary, the title of the person signing on behalf of
                         the Undersigned must be stated.)

                                       89
<PAGE>

                                                                       EXHIBIT B

                         NOTICE OF CONVERSION REQUEST

To:  Commonwealth Bankshares, Inc.

     The undersigned owner of these Securities hereby irrevocably exercises the
option to convert these Securities, or the portion below designated, into Common
Stock of Commonwealth Bankshares, Inc. (the "Common Stock") in accordance with
the terms of the Indenture (the "Indenture"), dated as of ____________, 2000,
between the Company and Wilmington Trust Company, as Trustee.   Pursuant to the
aforementioned exercise of the options to convert these Capital Securities, the
undersigned hereby directs the Conversion Agent (as that term is defined in the
Indenture) to convert such Securities on behalf of the undersigned, into Common
Stock (at the conversion price specified in the Indenture).

     The undersigned also hereby directs the Conversion Agent that the shares
issuable and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned,
unless a different name has been indicated in the assignment below.  If shares
are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.

Date: _____________________________

Principal Amount of Securities to be converted ($25 or integral multiples
thereof):

If a name or names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons.

-    ___________________________________________

-    ___________________________________________

-    ___________________________________________

-    ___________________________________________

(Sign exactly as your name appears on the other side of this Security) (for
conversion only)

Please Print or Type Name and Address, Including Zip Code, and Social Security
or Other Identifying Number

-    ___________________________________________
-    ___________________________________________
-    ___________________________________________
-    ___________________________________________

                                       90
<PAGE>

Signature Guarantee:*

                    ____________________________________________________________


_______________________________
     *    Signature must be guaranteed by an "eligible guarantor institution"
that is a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

647671

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