**EXHIBIT 10.5**

THIS SUPPLEMENTAL RETIREMENT PLAN (hereinafter the “Plan”) is adopted by Valley Bank, a State Banking Corporation, organized and existing under the laws of the Commonwealth of Virginia (hereinafter sometimesreferred to as the “Bank” and sometimes referred to as the “Plan Sponsor”) effective November 1, 2008. The Plan is an amendment and restatement of several individual supplemental retirement plans (the “IndividualPlans”), adopted prior to November 1, 2008, and consolidated as part of the Plan. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and final regulationsthereunder. The Individual Plans have been operated in good faith compliance with the requirements of Section 409A of the Code for periods from January 1, 2005, through December 31, 2008. 

ARTICLE I 

Definition of Terms

The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearlyrequired by the context: 

1.1 “Act”: The Employee Retirement Income Security Act of 1974, as the same may be amended from time totime, or the corresponding sections of any subsequent legislation which replaces it, and, to the extent not inconsistent therewith, the regulations issued thereunder. 

1.2 “Administrator”: The plan administrator provided for in Article VIII hereof. 

1.3“Bank”: Valley Bank, a bank organized under the laws of the Commonwealth of Virginia. 

1.4 “Affiliate”: Any subsidiary,affiliate or other related business entity to the Corporation. 

1.5 “Beneficiary”: The person or persons designated byParticipant or otherwise entitled pursuant to Article IV to receive benefits under the Plan attributable to such Participant after the death of such Participant. 

1.6 “Board”: The present and any succeeding Board of Directors of the Bank. 

1.7 “Change ofControl”: A change in control of a nature that would be required to be reported (assuming such event has not been “previously reported”) in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof,pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); provided that, notwithstanding the foregoing and without limitation, such a change in control shall be deemed to have occurred atsuch time as: 

(i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Actas in effect on January 1, 1994), directly or indirectly, of 20% or more of the combined voting power of the Corporation’s voting securities; 

(ii) individuals who as of the date hereof, constitute the Board of Directors of the Corporation (the“Incumbent Board”) ceases for any reason to constitute at least the majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’sshareholders, was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, withoutobjection to such nomination) shall be, for the purposes of this clause (ii) considered as though such person were a member of the Incumbent Board; 

(iii) all or substantially all of the assets of the Corporation or the assets of the Bank are sold, transferred or conveyed by any means, including but not limited to direct purchase or merger, if the transferee isnot controlled by the Corporation with “control” for the purposes of this subsection meaning the ownership of more than 50% of the combined voting power of such entity’s voting securities; or 

(iv) the Corporation is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of theoutstanding voting securities of the surviving or resulting corporation or entity shall be owned, in the aggregate, by the former shareholders of the Corporation. 

Notwithstanding anything in the foregoing to the contrary, no change in control shall be deemed to have occurred for purposed of this Agreement by virtue of any transaction. 

(i) which results in Participant or a group of Persons which includes participant, acquiring, directly or indirectly, 20% or more of the combined votingpower of the Corporation’s voting securities; 

(ii) arranged or caused by a federal bank regulatory agency possessing appropriatejurisdiction on the grounds of failing financial condition of the Corporation or Bank which results in the acquisition, directly or indirectly, of 20% or more of the combined voting power of the Corporation’s voting securities by any Person; or

(iii) which results in the Corporation, any subsidiary of the Corporation or any profit-sharing plan, employee stock ownership plan oremployee benefit plan of the Corporation or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of theCorporation’s voting securities. 

1.8 “Code”: The Internal Revenue Code of 1986, as the same may be amended from time to time, orthe corresponding section of any subsequent Internal Revenue Code, and, to the extent not inconsistent therewith, regulations issued thereunder. 

1.9 “Corporation”: Valley Financial Corporation, the parent corporation owning the Bank. 

1.10 “Delayed RetirementDate”: In the event Participant continues in the active employment of the Bank beyond his Normal Retirement Date, the first day of the calendar month next following the date of termination of his employment with the Bank. 

1.11 “Disability Retirement Date”: The first day of the calendar month coinciding with or the next following the date Participant retires as aresult of a Disability. For purposes hereof, the existence of a “Disability” or the status of being “Disabled” shall be considered present during the period for which Participant either: 

(i) is determined by the Federal Social Security Administration to be disabled, as that term is defined for purposes of the Federal Social Securitydisability benefits, and for which he receives such benefits after the required waiting period prior to his Normal Retirement Date, or 

(ii)is determined by the applicable fiduciary to be disabled for purposes of entitlement to disability benefits under any long term disability plan which is maintained by the Bank and under which Participant is covered, and for which Participantreceives such benefits prior to his Normal Retirement Date for a period of not less than three months, 

provided the cause of such Disability occurred whenParticipant was participating in this Plan. The Administrator shall have the right to require proof of continuing Disability. Failure by Participant to provide such evidence as may, from time to time, be required by the Administrator prior toParticipant’s attainment of his Normal Retirement Date shall result in the discontinuance of his Disability Retirement status and the termination of his/her status as Disabled under the Plan. The determination of Disability shall be made by theAdministrator in accordance with standards uniformly applied to all other employees of the Bank participating in similar plans, on the advice of one or more physicians appointed or approved by the Bank if deemed necessary or advisable by theAdministrator, and the Administrator shall have the right to require further medical examinations from time to time to determine whether there has been any change in the Participant’s physical condition. 

1.12 “Effective Date”: The Effective Date of the Plan, as amended and restated, is November 1, 2008. 

1.13 “Normal Retirement Date”: The first day of the calendar month coinciding with or nextfollowing date on which the Participant attains age sixty-five (65). 

1.14 “Participant”: An employee of the Bank or an Affiliateselected to participate in the Plan in accordance with Article II. 

1.15 “Participation Date”: The date of an individual’sentry into the Plan as a Participant in accordance with Article II. 

1.16 “Plan”: This document as contained herein or dulyamended, which reflects a consolidation and amendment and restatement of the individual supplemental retirement plans identified on **Exhibit 1.16**, attached hereto. 

1.17 “Plan Sponsor”: Valley Bank, a state bank. 

1.18 “Plan Year”: A twelve (12) month period commencing on January 1 and ending on December 31 of each year. 

1.19 “Retirement Benefit”: The amount due Participant or his designated Beneficiary under the Plan, as determined pursuant to Article III hereof. 

1.20 “Separation for Service”: Except as provided below, Separation from Service means either: (i) the complete cessation of theperformance of services by the Participant for the employer for whatever reason, or (ii) a diminished level of services where the Participant is expected to perform services at a level equal to 20% or less of the average level of serviceprovided during the immediately preceding 36 months. 

Separation from Service does not include military leave, sick leave or other bonafide leave of absence if (i) the period of such leave does not exceed six months, and (ii) there is a reasonable expectation that the Participant will return to perform service with the employer. There is a deemed Separation from Serviceif the leave of absence exceeds six months and the Participant has no contractual or statutory right to reemployment. Such deemed Separation of Service occurs on the first day immediately following the six month period. A 29-month period shall besubstituted for the six-month period if the leave of absence is due to a medically determinable physical or mental impairment expected to result in death or last for a continuous period of six months or more. For purposes of this Section 1.20,“employer” means “employer” as defined in the Treasury Regulations Section 1.409A-1(h)(3). 

1.21 “Specified Employee”: A Participant who, as of December 31st of a calendar year, meets therequirements of Code section 416(i)(1)(A)(i), (ii), or (iii) applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5). A Participant who meets the criteria in the preceding sentence will be considered aSpecified Employee for purposes of the Plan for the 12-month period commencing on the next following April 1. Compensation for purposes of identifying the Specified Employee is 

defined according to Treasury Regulations section 1.415(c)-2(a) applied without regard to the safe harbor provided in Treasury Regulations section1.415(c)-2(d), the special timing rules provided in Treasury Regulations section 1.415(c)-2(e), and the special rules provided in Treasury Regulation section 1.415(c)-2(g). 

ARTICLE II 

Eligibility for Benefits 

2.1 Eligibility and Date of Participation. The Board in its discretion shall designate whether and when an employee is eligible to participate inthe Plan. The Board shall designate Participants from among those individuals who constitute a select group of management or highly compensated employees of the Bank or an Affiliate for purposes of the Employee Retirement Income Security Act of1974, as amended; provided, however, that the Board need not designate as Participants all such individuals. A Participant shall be eligible to receive a benefit determined under Article III of this Plan following his termination of employment withthe Plan Sponsor in the event such termination occurs following his Normal Retirement Date, Disability or termination of his employment for any reason following completion of the required years of service set forth herein below in Article V, saidpayment of benefits to be paid in accordance with the provisions of Article VI. 

ARTICLE III 

Supplemental Retirement Benefit 

3.1Determination of Supplemental Retirement Benefit.

3.1(a) Subject to the terms and conditions set forth herein, uponParticipant’s termination of employment on or after his Normal Retirement Date he/she shall be entitled to a yearly benefit equal to fifty percent (50%) of the Participant’s final five (5) years average Compensation, reduced byParticipant’s primary Social Security benefit. In the event Participant’s Normal Retirement Date shall occur earlier than fifteen (15) years from the Participant’s Participation Date, Participant’s yearly benefit shall bereduced by a **Fraction**, the **Numerator** of which shall be Participant’s years of employment with the Bank or the Corporation from the Participant’s Participation Date until his Normal Retirement Date and the**Denominator** of which shall be fifteen (15) (hereinafter referred to as the “Target Retirement Benefit”). 

“Example: yearly benefit x Years of employment from Participation Date to Normal Retirement Date) 

15 

The Target Retirement Benefit shall be subject to such increase or decrease as may be determined in accordance with Section 3.1(b) below or Section 5.1(b) ifemployment terminates prior to Participant’s Normal Retirement Date. The Target Retirement Benefit shall be paid in monthly installments for a period of one hundred and eighty (180) months. 

3.1(b) The Bank shall establish for the benefit of Participant a separate account for bookkeepingpurposes and shall credit to such account for each Plan Year an amount that when aggregated with similar accruals for all Plan Years prior to Participant’s Normal Retirement Date is projected to fully fund the Target Retirement Benefit. Theamount required each Plan Year to fully fund the Target Retirement Benefit for the Participant at his Normal Retirement Date shall be referred to herein as the “Target Annual Accrual.” 

In order to ensure that the Supplemental Retirement Benefit to be paid Participant at his Normal Retirement Date properly reflects the financialperformance of the Corporation during the period of Participant’s participation in the Plan, the Target Annual Accrual amount for a Participant shall be subject to increase or decrease each Plan Year based upon the average of the percentages(i.e., 50%, 80%, 100%, 110%, or 125%) that were earned pursuant to the chart below for the fiscal year of the Corporation immediately preceding the Plan Year for which the Target Annual Accrual is to be determined, as well as for each prior fiscalyear during the period of Participant’s participation in the Plan. The measure of the Corporation’s financial performance shall be its Return on Equity (“ROE”) as determined for the most recent fiscal year of the Corporationimmediately preceding the Plan Year in which the determination of the Target Annual Accrual is to be made. The Corporation’s ROE shall be determined by the Corporation’s auditors or certified public accountant on a consistent basis.

The “Target Annual Accrual” shall be increased or decreased each Plan Year based upon the following ROE requirements for theCorporation’s preceding fiscal year: 

 

**Under 10%**

**ROE**
  **10%-12%****ROE** **12%-15%****ROE** **15%-18%****ROE** **Over 18%****ROE**  
50%
      50% of Target Annual Accrual  80%    80% of Target Annual Accrual   100%   100% of Target Annual Accrual    110%  110% of Target Annual Accrual     125% 125% of Target Annual Accrual
**Notwithstanding the foregoing, the Administrator shall, on a prospective basis only, have theright to make adjustments to the ROE requirements set forth above at any time during the term of this Plan.**

**EXAMPLE:** Ifthe Corporation’s ROE for fiscal year previous to year 1 of the Plan is 10%-12%, the amount credited to Participant’s Account for year 1 of the Plan shall be 80% of the Target Annual Accrual amount for such year. If, in year 2, the ROE forthe previous fiscal year is 15%-18%, the amount credited to Participant’s account in year 2 shall be (110% + 80%/2) times the Target Annual Accrual for such year. 

At Normal Retirement, Participant’s Supplemental Retirement Benefit to be paid in accordance with Article VI shall be the Target Retirement Benefit increased or reduced as a result of any adjustments to theTarget Annual Accruals to his account based upon the annual ROE requirements for the Corporation. 

For the purposes of determining the Supplemental Retirement Benefit due a Participant under this Plan,the assumptions to be used by the Administrator shall be those set forth for that Participant in **Exhibit 3.1(b)**, which shall be deemed a part of this Plan. 

3.1(c) Notwithstanding the foregoing, if Participant terminates employment prior to his Normal Retirement Date, the benefit calculated under this Article III may be subject to adjustment in accordance with the vestingschedule set forth in Article V below. 

3.2 Definitions. For purpose hereof, the following terms shall have the following meaning:

3.2(a) “Compensation” shall, for the purpose of projecting Participant’s Target Retirement Benefit mean Participant’stotal base salary, wages, and bonus received by or made available to him by the Bank for a Fiscal Year. Compensation shall be determined for Participant prior to any withholding or deductions and prior to any reduction for employee electivecontributions to a Cafeteria Plan described in Section 125 of the Code or a qualified cash or deferred arrangement described in Section 401(k) of the Code. However, Compensation shall exclude items of compensation as expensereimbursements and allowances, amounts contributed to or on behalf of Participant pursuant to this Plan or any other employee benefit plan or program of the Bank or Corporation in which Participant is eligible to participate, or any other similarextraordinary remuneration. 

3.2(b) “Primary Social Security Benefit” means the annual income to which Participant is entitled atnormal retirement under the provisions of the Federal Social Security Act as in effect on the first day of the Plan Year in which he attains age sixty-six (66). If Participant does not qualify for, or loses, Social Security benefits to which he isentitled under the Federal Social Security Act because of failure to make application therefore, or for any other reason, such Social Security benefits shall nevertheless be considered, for purposes of the Plan, as being received by Participant. Itis the intent of this definition that Participant’s Supplemental Retirement Benefit shall be offset by the actual social security benefits payable at that time. If Participant begins to receive the social security benefits earlier, such paidbenefits will be used as an offset, and the offset will reflect the fact that the actual payments to the Participant are less (because of the early payment) than the social security benefits used to determine the offset. 

ARTICLE IV 

Death Benefit 

4.1 Death after Commencement of Payment. If Participant dies after his Supplemental Retirement Benefit commences to be paid and beforeParticipant has received one hundred eighty (180) monthly payments, the only benefits payable under the Plan to his Beneficiary after his death shall be the remaining monthly payments needed to ensure that one hundred eighty (180) monthlypayments are made. 

4.2 Supplemental Death Benefit.

4.2(a) If Participant dies before his Normal Retirement Date and provided that Participant has designated a Beneficiary in anticipation of death, aSupplemental Death Benefit shall be paid to the Beneficiary in an annual amount equal to the excess of: 

(i) Fifty percent(50%) of the Participant’s Compensation, (as defined in subparagraph 3.2), for the calendar year immediately preceding the year in which Participant’s death occurs, over 

(ii) The Social Security Survivor Benefit. 

The Supplemental Death Benefit shall be paid each year in twelve (12) monthly installments for a period of one hundred and eighty (180) months commencing on the first day of the month following Participant’s death. TheSupplemental Death Benefit shall be paid in lieu of any Supplemental Retirement Benefit. 

4.3 Beneficiary Designation.

4.3(a) Participant shall be entitled to designate a Beneficiary hereunder by filing a designation in writing with the Administrator on the formprovided for such purpose. Any Beneficiary designation made hereunder shall be effective only if signed and dated by Participant and delivered to the Administrator prior to the time of Participant’s death. Any Beneficiary designation hereundershall remain effective until changed or revoked hereunder. 

4.3(b) Any Beneficiary designation may include multiple, contingent orsuccessive Beneficiaries and may specify the proportionate distribution to each Beneficiary. 

4.3(c) A Beneficiary designation may bechanged by Participant at any time, or from time to time, by filing a new designation in writing with the Administrator. 

4.3(d) IfParticipant dies without having designated a Beneficiary, or if the Beneficiary so designated his predeceased him/her, then his/her estate shall be deemed to be his/her Beneficiary. 

4.3(e) If a Beneficiary of Participant shall survive Participant but shall die before the Participant’s entire benefit under the Plan has beendistributed, then, absent any other provision by Participant, the unpaid balance thereof shall be distributed to the such other beneficiary named by the decreased Beneficiary to received his/her interest or if none, to the estate of the decreasedBeneficiary. If multiple beneficiaries are designated, absent any other provision by the Participant, those named or the survivor of them shall share equally any amounts payable hereunder. 

ARTICLE V 

Vesting Schedule 

5.1 Vesting Generally

5.1(a) Except as set forth below and subject to the forfeiture events described in paragraph 5.2 hereof, Participant shall be fully vested in his/herSupplemental Retirement Benefit upon the first to occur of: 

(i) A Participant’s having reached his Normal RetirementDate while employed by the Bank or the Corporation, 

(ii) A Participant’s having remained continuously employed withthe Bank and/or the Corporation through the end of the first fiscal year for which a 100% “Vested %” is shown on the schedule for that Participant attached as **Exhibit 5.1(b)**; or 

(iii) The occurrence of a Change of Control. 

5.1(b) Separation from Service Prior to Normal Retirement Date. 

Absent an event described inSection 5.1(a) and 5.2, a Participant shall, following a voluntary Separation from Service, be entitled to receive the vested portion of his Supplemental Retirement Benefit as determined in Section 3.2 above in accordance with the vestingschedule for that Participant attached as **Exhibit 5.1(b)**. 

The payment of Supplemental Retirement Benefits for a Participantwho Separates from Service prior to Normal Retirement Date shall be payable in accordance with the provisions of Article VI herein below. 

5.1(c) Separation from Service Due to Disability. 

In the event of a Participant’s Separation from Service on his DisabilityRetirement Date on account of Disability, such Participant will have a vested right to the Supplemental Retirement Benefit described in section 3.1(a) in an amount equal to the greater of: 

(i) 25%; or 

(ii) the actual vested amount for such Participant based the vesting schedule for that Participant attached as **Exhibit 5.1(b)**. 

Solely for purposes of determining Participant’s final five (5) years average Compensation in order to compute the benefit payable to him/her under this section 5.1(c), the Participant’s Disability Retirement Date shall bedeemed to be the Participant’s Normal Retirement Date. The Supplemental Retirement Benefit payable to Participant as a result of his Disability shall begin on the Participant’s Normal Retirement Date and shall be paid in accordance withthe provisions of Article VI set forth below. 

5.2 Forfeiture of Benefits.

5.2(a) Notwithstanding any contrary provision hereof, Supplemental Retirement with respect to Participant shall be forfeited upon the occurrence of any ofthe following: 

(i) Participant’s voluntary termination of employment prior to meeting the vesting requirements ofSection 5.1(b); 

(ii) Participant’s termination of employment with the Bank for “cause”; 

(iii) Participant’s entering “competition”, his/her making an “unauthorized disclosure of confidentialinformation”, after his termination of or retirement from employment with the Bank, in which case all payments to or with respect to Participant shall cease and all payments made to Participant or his Beneficiary under the Plan since theoccurrence of such event of forfeiture shall be returned to the Bank (provided however, forfeiture shall not occur upon Participant’s entering into competition following a Change of Control); or 

(iv) The discovery by the Bank following Participant’s termination of or retirement from employment with the Bank or following hisdeath, that an event constituting “cause” sufficient for his termination of employment or discovery of Participant’s previous “unauthorized disclosure of confidential information” prior to his termination, retirement, ordeath before termination or retirement, in which case all payments under the Plan to or with respect to Participant shall cease and all payments previously made to Participant or his Beneficiary under the Plan shall be returned to the Bank.

All determinations relative to the forfeiture of Supplemental Retirement Benefits hereunder shall be made by the Board of Directors of the Company.

5.2(b) For purposes of this Section 5.2: 

(i) “Cause” means (i) the willful and continued failure by Participant to substantially perform his duties as an employee(other than any such failure resulting from his/her incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by (a) the Board (excluding Participant), where Participant is theChief Executive Officer of the Corporation, or (b) the Chief Executive Officer of the Corporation or his delegate, for any other Participant, and which failure has not been cured as hereinafter provided, which demand specifically identifies themanner in which the board believes that Participant has not substantially performed his duties, or (ii) the willful engaging by Participant in illegal conduct or any conduct which is demonstrably and materially injurious to the Corporation orBank. Without limiting the generality of the foregoing, Cause shall include the issuance of a removal order or similar order by a governmental regulatory agency with appropriate jurisdiction prohibiting Participant from participating in the affairsof the Corporation or Bank. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of the Corporation or Bank Board or based upon the advice of counsel for 

the Corporation or Bank shall be conclusively presumed to be done, or omitted to be done, by Participant in good faith and in the best interests of theCorporation and Bank. It is also expressly understood and acknowledged by the parties that the Participant’s attention to matters not directly related to the business of the Corporation or Bank shall not provide a basis for termination forCause so long as the Corporation and/or Bank has approved participant’s engagement in such activities. Upon the issuance of a written demand for substantial performance, Participant shall have a reasonable period of time in which to correctsuch alleged violation, provided, however, that the alleged violation is neither dishonest nor criminal. The parties acknowledge and agree that thirty (30) days shall be deemed a reasonable time in which to correct any such alleged violation.If Participant is unable to correct the alleged violation within said thirty (30) day period, then if (a) the Board (excluding Participant, where Participant is the Chief Executive Officer of the Corporation, or (b) the ChiefExecutive Officer of the Corporation or his delegate, for any other Participant, determines that Participant is using his best efforts to make such correction and that the alleged violation can be corrected, the Board, Chief Executive Officer ordelegate, as applicable, shall extend the thirty (30) day period by such time as is reasonably necessary for Participant to effect such correction as expeditiously as practicable. Notwithstanding the foregoing, after a Change in Control of theCorporation or the Bank, Participant shall not be deemed to be terminated for Cause unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the entiremembership of the Board (excluding Participant) at a meeting of such Board called and held for such purpose (after a reasonable notice to Participant and an opportunity for Participant, together with his/her counsel, to be heard before the board),finding that in the good faith opinion of the Board Participant was guilty of conduct set forth above and specifying the particulars thereof in detail. In such event Participant shall have a reasonable period of time in which to correct the allegedviolation, provided, however, that the alleged violation is neither dishonest nor criminal. As in the case of an alleged violation prior to a Change in Control, it is agreed that thirty (30) days (extended by the Board, if necessary, asoutlined above) shall be deemed a reasonable time in which to correct any such alleged violation. 

(ii)“Competition” means engaging by Participant, without the written consent of the Board, or a person authorized hereby, in a business as a more than one percent (1%) stockholder, an officer, a director, an employee, a partner, an agent,a consultant, or any other individual or representative capacity (unless Participant’s duties, responsibilities, and activities, including supervisory activities, for or on behalf of such business, are not related in any way to such competitiveactivity) if it involves: 

(A) Engaging in, or entering into services or providing advice pertaining to, any line ofbusiness that the Bank, the Corporation or any Affiliate actively conducts or develops in competition with the Bank, the Corporation or any Affiliate in the same geographic area (generally, within a one hundred (100) mile radius of Roanoke,Virginia) as such line of business is then conducted, or 

(B) Soliciting for employment any employees of the Bank, the Corporation or anyAffiliate. 

(iii) “Unauthorized disclosure of confidential information” means the disclosure by Participant,without the written consent of the Board or a person authorized thereby, to any person other than as required by law or court order, or other than to an authorized employee of the Bank, the Corporation or an Affiliate, or to a person to whomdisclosure is necessary or appropriate in connection with the performance by Participant of his duties as an employee or director of the Bank, the Corporation or an Affiliate (including, but not limited to, disclosure to the Corporation’s or anAffiliate’s outside counsel, accountants, or bankers of financial data properly requested by such persons and approved by an authorized officer of the Bank or the Corporation), any confidential information of the Bank or the Corporation or anyAffiliate with respect to any of the products, services, customers, suppliers, marketing techniques, methods or future plans of the Bank, the Corporation or any Affiliate; provided, however, that: 

(A) Confidential information shall not include any information known generally to the public (other than as a result of unauthorizeddisclosure by Participant) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Bank, the Corporation, or any Affiliate; and 

(B) Participant shall be allowed to disclose confidential information to his attorney solely for the purpose of ascertaining whether suchinformation is confidential within the intent of the Plan, but only so long as Participant both discloses to his attorney the provisions of this paragraph and agrees not to waive the attorney-client privilege with respect thereto. 

ARTICLE VI 

Payment of Benefits

6.1 Time and Manner for Payment of Supplemental Benefit.

6.1(a) Subject to paragraph 6.1(d) below, if a Participant Separates from Service on or after his Normal Retirement Date, such Participant’sSupplemental Retirement Benefit shall be payable commencing the first day of the month following such Participant’s Separation from Service. Subject to the forfeiture events of paragraph 5.2, benefits shall be payable to Participant in the formof one hundred eighty (180) monthly installments. 

6.1(b) Participant’s Supplemental Retirement Benefit, if any, shall be payablecommencing on the first day of the month following his Normal Retirement Date if he Separates from Service before his Normal Retirement Date for any reason (other than death, in which case Plan provisions regarding a Supplemental Death Benefit shallapply). 

6.1(c) Any Supplemental Death Benefit shall be payable to Participant’s designated Beneficiarybeginning on the first day of the month immediately following the date of Participant’s death and shall be payable for a period of one hundred eighty (180) months. 

6.1(d) To the extent that Participant is a Specified Employee on his Separation from Service, any Supplemental Retirement Benefit payable hereunder shallbe paid on the later of the date specified in paragraph 6.1(a) or (b), as applicable, or the first day of the month following the six-month anniversary of the Participant’s Separation from Service. Any amounts required to be delayed under thepreceding sentence to comply with Code section 409A shall be accumulated and paid in a lump sum with interest, at the Prime Rate of Interest in effect on the Participant’s Separation from Service date and as reported in the Wall Street Journal.

6.2 Benefit Determination and Payment Procedure. The Administrator shall make all determinations concerning eligibility forbenefits under the Plan, the time or terms of payment, to Participant or Participant’s Beneficiary, in the event of Participant’s death. No benefit shall be payable under the Plan unless the Administrator, in its sole discretion as Planfiduciary, determines that such benefit is due. 

6.3 Payments to Minors and Incompetents. If Participant or his/her designatedBeneficiary is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit ofParticipant or Beneficiary. Such payments shall be considered a direct payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 

6.4 Distribution of Benefit When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to determine the identityand/or whereabouts of Participant or his/her Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Bank’s records. If the Administrator is unable to locatesuch a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Bank shall continue to hold the benefit due such person, subject to any applicable statute of escheats. 

6.5 Claims Procedure. Claims for benefits under the Plan must be filed with the Administrator onforms supplied by the Bank. The Administrator shall be responsible for deciding whether such claim is within the scope provided by the Plan (a “Covered Claim”) and for providing full and fair review of the decision with respect to suchclaim. In addition, the Administrator shall provide a full and fair review to the extent required by the Employee Retirement Income Security Act of 1974, as amended, including without limitation Section 503 thereof, (and applicable U.S.Department of Labor Regulations). 

Each claimant or other interested person shall file with the Administrator such pertinent information asthe Administrator may specify, and in such manner and form as the Administrator may specify and provide, and such person shall not have any rights or be entitled to any benefits or further benefits hereunder, as the case may be, unless suchinformation is filed by the claimant or on behalf of the claimant. Each claimant shall supply at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a claimant has notincurred a Covered Claim or if the claimant shall fail to furnish such proof as is requested, no benefits or no further benefits hereunder, as the case may be, shall be payable to such claimant. 

For all purposes under the Plan, the Administrator’s decision with respect to a claim if no review is requested and its decision with respect to aclaim if review is requested shall be final, binding and conclusive on all interested parties as to matters relating to the Plan. 

ARTICLEVII 

Funding 

7.1Funding

7.1(a) The undertaking to pay the benefits hereunder shall be an unfunded obligation payable solely from the general assetsof the Bank and shall be subject to the claims of the Bank’s creditors. 

7.1(b) Except as provided in any Trust that may beestablished as provided in paragraph 7.2, nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Bank andParticipant or his designated Beneficiary or any other person or to give Participant or his Beneficiary any right, title or interest in any specific asset or assets of the Bank. To the extent that Participant or a Beneficiary acquires a right toreceive payments from the Bank under the Plan, such rights shall be no greater than the right of any unsecured general creditor of the Bank. 

7.2 Use of Rabbi Trust Permitted. Subject to the obligations described in paragraph 7.3, the Bank may in its sole discretion elect to establish and fund a “Rabbi” Trust for the purpose of providing benefits under the Plan.

7.3 Obligations upon Change of Control. Upon the occurrence of a Change of Control, the Bank shallbe obligated to establish (if one does not already exist) and deposit into a “Rabbi” Trust the actuarially determined present value of Participants vested Supplemental Retirement Benefits determined as of the effective date of the Changeof Control. Alternatively, the Bank may obtain a written and binding obligation from the party or parties that will exercise effective control following the Change of control, that the obligations to Participant under this Plan will be assumed andcontinued by such party. 

ARTICLE VIII 

Plan Administration 

8.1 Appointment of Plan Administrator. The Bank may appoint its Board of Directors, the HumanResources Subcommittee of the Board of Directors, or one or more persons who may or may not also be members of the Board of Directors to serve as the Plan Administrator (the “Administrator”) for the purpose of carrying out the dutiesspecifically imposed on the Administrator by this Plan, the Act and the Code. In the event more than one person is appointed, the persons shall form an administrative committee for the Plan. The person or committee persons serving as Administratorshall serve for indefinite terms at the pleasure of the Bank, and may, by sixty (60) days prior written notice to the Bank, resign or otherwise terminate such appointment. 

8.2 Bank as Plan Administrator. In the event that no Administrator is appointed or in office pursuant to paragraph 8.1, the Board of Directors ofthe Bank shall be the Administrator. 

8.3 Compensation and Expenses. Unless otherwise determined and paid by the Board of Directors,the person or committee persons serving as the Administrator shall serve without compensation for service as such. All expenses of the Administrator shall be paid by the Bank. 

8.4 Procedure if a Committee. If the Administrator is a committee other than the Human Resources Committee or other standing subcommitteeestablished by the Board of Directors, it shall appoint from its members a chairman and a Secretary. The Secretary shall keep records as may be necessary for the acts and resolutions of such committee and be prepared to furnish reports thereof tothe Bank. Except as otherwise provided, all instruments executed on behalf of such committee may be executed by its Chairman or Secretary. 

8.5 Action by Majority Vote if a Committee. If the Administrator is a committee, its action in a matter, questions and decisions shall be determined by a majority vote of its members qualified to act thereon. They may meet informallyor take any action without the necessity of meeting as a group. 

8.6 Appointment of Successors. Upon the death, resignation orremoval of a person serving as, or on a committee which serves as the Administrator of the Plan, the Bank, by its Board of Directors may, but need not, appoint a successor. 

8.7 Additional Duties and Responsibilities. The Administrator shall have the following duties andresponsibilities in addition to those expressly provided elsewhere in the Plan: 

8.7(a) The Administrator shall be responsible for thefulfillment of all relevant reporting and disclosure requirements set forth in the Act and the Code, the distribution thereof to Participant and his Beneficiaries and the filing thereof with the appropriate governmental officials and agencies.

8.7(b) The Administrator shall maintain and retain necessary records respecting administration of the Plan and matters upon whichdisclosure is required under the Act and the Code. 

8.7(c) The Administrator shall make any elections for the Plan under the Act or theCode. 

8.7(d) The Administrator shall make all determinations regarding eligibility for benefits under the Plan. 

8.7(e) The Administrator shall have the right to settle claims against the Plan and to make such equitable adjustments in Participant’s or his/herBeneficiary’s rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan. 

8.8 Power and Discretionary Authority. The Administrator is hereby vested with all the power and authority necessary in order to carry out itsduties and responsibilities in connection with the administration of the Plan, including the power to interpret the provisions of the Plan. For such purpose, the Administrator shall have the power to adopt rules and regulations consistent with theterms of the Plan. No benefit shall be payable under the Plan unless the Administrator, in its sole discretion as a Plan fiduciary, determines that such benefit is due. 

8.9 Availability of Records. The Bank shall, at the request of the Administrator, make available necessary records or other information they possess which may be required by the Administrator in order to carryout its duties hereunder. 

8.10 No Action with Respect to Own Benefit. If Participant also serves as a member of the AdministrativeCommittee, such Participant shall not take any part as the Administrator in any discretionary action in connection with his participation as an individual. Such action shall be taken by the remaining Administrator, if any, or otherwise by the BankBoard of Directors. 

8.11 Plan Interpretation and Fiduciary Discretion. The Administrator may construe the Plan, correct defects,supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan and such action shall be conclusive. 

ARTICLE IX 

Amendment and Termination of Plan 

9.1 Amendment or Termination of the Plan

9.1(a) The Plan may be terminated at any time by the Board provided, however that such termination is permitted and administered in accordance withTreasury Regulation section 1.409A-3(j)(4)(ix). Upon termination of the Plan and subject to the forfeiture events described in paragraph 5.2, above, the Supplemental Retirement Benefit or, if applicable, the Supplemental Death Benefit of eachParticipant shall become vested and non-forfeitable. 

9.2(b) The Plan may be amended in whole or in part from time to time by the Boardeffective as of any date specified. No amendment shall operate to decrease Participant’s vested Supplemental Retirement Benefit or, if applicable, Supplemental Death Benefit determined a though Participant had terminated employment as of theearlier of the date on which the amendment is approved by the Board or the date on which an instrument of amendment is signed on behalf of the Bank. 

9.3(c) The Bank hereby delegates to the Administrator the right to modify, alter, or amend the Plan in whole or in part to make any technical modification, alteration or amendment which in the opinion of counsel forthe Bank is required by law and is deemed advisable by the Administrator and to make any other modification, alteration or amendment which does not, in the Administrator’s view, substantially increase costs, contributions or benefits and doesnot materially affect the eligibility, vesting or benefit accrual or allocation provisions of the Plan. 

ARTICLE X 

Miscellaneous 

10.1Non-assignability. The interest of Participant under the Plan are not subject to claims of the Participants’ creditors; and neither Participant, nor his Beneficiary, shall have any right to sell, assign, transfer, or otherwise convey theright to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable. 

10.2 Right to Requirement Information and Reliance Thereon. The Bank or the Administrator shall have the right to require Participant, his Beneficiary or other person receiving benefit payments to provide itwith such information, in writing, and in such form as to may deem necessary to the administration of the Plan and may relay thereon in carrying out its duties hereunder. Any payment to or on behalf of Participant or his Beneficiary in accordancewith the provisions of the Plan in good faith reliance upon any such written information provided by Participant or any other person to whom such payment is made shall be in full satisfaction of all claims by Participant and his 

Beneficiary; and any payment to or on behalf of a Beneficiary in accordance with the provision so the Plan in good faith reliance upon any such writteninformation provided by such Beneficiary or any other person to whom such payment is made shall be in full satisfaction of all claims by such Beneficiary. 

10.3 Notices and Elections. All notices required to be given in writing and all elections required to be made in writing, under any provision of the Plan, shall be invalid unless made on such forms as may beprovided or approved by the Administrator and, in the case of a notice or election by Participant or his Beneficiary, unless executed by Participant or his Beneficiary giving such notice or making such election. 

10.4 Delegation of Authority. Whenever the Bank is permitted or required to perform any act, such act may be performed by its Chief ExecutiveOfficer or other person duly authorized by its Chief Executive Officer or the Board. 

10.5 Service of Process. The Administratorshall be the agent for service of process on the Plan. 

10.6 Governing Law. The Plan shall be construed, enforced and administeredin accordance with the laws of the Commonwealth of Virginia, and any federal law which preempts the same. 

10.7 Binding Effect. ThePlan shall be binding upon and inure to the benefits of the Bank, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives. 

10.8 Severability. If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction,the remaining provisions shall nevertheless remain in full force and effect. 

10.9 No Effect on Employment Agreement. The Plan shallnot be considered or construed to modify, amend or supersede any employment agreement between the Bank and Participant heretofore or hereafter entered into unless so specifically provided. 

10.10 Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include theplural and vice-versa in all cases where such meanings would be appropriate. 

10.11 Titles and Captions. Titles and captions andheadings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. 

10.12 Construction. The Plan has been designed to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in the Act,and shall be interpreted and administered as such. 

10. 13 Code Section 409A. Any benefit, payment or other right provided by the Plan shall beprovided or made in a manner, and at such time, in such form and subject to such election procedures (if any), as complies with the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1), includingwithout limitation, deferring payment until the occurrence of a specified payment event described in Code section 409A(a)(2). Notwithstanding any other provision hereof or document pertaining hereto, the Plan shall be so construed and interpreted tomeet the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1).