Exhibit 10.9






































VILLAGE BANK





OUTSIDE DIRECTORS DEFERRAL PLAN



























































Effective January 1, 2005





VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


TABLE OF CONTENTS
 
 PageINTRODUCTION
1ARTICLE I DEFINITIONS
21.01
Account
21.02
Administrator
21.03
Affiliate
21.04
Bank
21.05
Beneficiary
21.06
Benefit Commencement Date
21.07
Board
21.08
Code
21.09
Compensation
31.10
Death Benefit
31.11
Deferral Amount
31.12
Deferral Contributions
31.13
Deferral Election
31.14
Deferred Account
31.15
Deferred Benefit
31.16
Director
31.17
Effective Date
41.18
Eligible Director
41.19
Participant
41.20
Plan
41.21
Plan Year
41.22
Rate of Return
41.23
Retirement
4ARTICLE II ELIGIBILITY AND PARTICIPATION
52.01
Eligibility
52.02
Notice and Election Regarding Active Participation
52.03
Commencement of Active Participation
52.04
Length of Participation
5ARTICLE III DETERMINATION OF DEFERRAL
63.01
Deferred Benefit
63.02
Deferral Election
63.03
Crediting of Interest to Deferred Account
63.04
Equitable Adjustment in Case of Error or Omission
7ARTICLE IV ACCOUNTS AND INVESTMENTS
84.01
Accounts
84.02
Hypothetical Nature of Accounts
8ARTICLE V VESTING
9
 
  
  
 ARTICLE VI DEATH BENEFITS
106.01
Pre-Benefit Commencement Date Death Benefit
106.02
Post-Benefit Commencement Date Death Benefit
10ARTICLE VII PAYMENT OF BENEFITS
117.01
Payment of Deferred Benefit
117.02
Payment of Death Benefit
117.03
Form of Payment of Deferred Benefit
117.04
Benefit Determination and Payment Procedure
117.05
Payments to Minors and Incompetents
117.06
Distribution of Benefit When Distributee Cannot Be Located
127.07
Beneficiary Designation
12ARTICLE VIII FUNDING
138.01
Funding
138.02
Purchase of Life Insurance
138.03
Trust
13ARTICLE IX PLAN ADMINISTRATOR
149.01
Appointment of Administrator
149.02
Duties and Responsibilities of Plan Administrator
14ARTICLE X AMENDMENT OR TERMINATION OF PLAN
15ARTICLE XI MISCELLANEOUS
1611.01
Non-assignability
1611.02
Notices and Elections
1611.03
Delegation of Authority
1611.04
Service of Process
1611.05
Governing Law
1611.06
Binding Effect
1611.07
Severability
1711.08
Gender and Number
1711.09
Titles and Captions
17




VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


INTRODUCTION





Effective January 1, 2005, the Board of Directors of Village Bank adopted the Outside Directors Deferral Plan, under which non-employee directors of Village Bank have the opportunity to defer receipt of certain compensation until retirement or departure from the Board.


1
 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE I


DEFINITIONS





1.01           Account





Account means a bookkeeping account established for a Participant under Article IV.





1.02           Administrator





Administrator meansthe Compensation Committee of the Board unless responsibility is delegated as provided for in Article X.





1.03           Affiliate





Affiliate meansany subsidiary, parent, affiliate, or other related business entity to the Bank.





1.04           Bank





Bank means Village Bank, or any successor thereto.





1.05           Beneficiary





Beneficiary means the person or persons designated by a Participant or otherwise entitled pursuant to Section 7.07 to receive benefits under the Plan attributable to such Participant after the death of such Participant.





1.06           Benefit Commencement Date





Benefit Commencement Date means the first day of the month following the Participant’s Retirement.





1.07           Board





Board means the present and any succeeding Board of Directors of the Bank, unless such term is used with respect to a particular Affiliate and its Directors, in which event it shall mean the present and any succeeding Board of Directors of that Affiliate.





1.08           Code





Code means the Internal Revenue Code of 1986, as may be amended from time to time.





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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


1.09           Compensation





Compensation means fees payable to a Participant for service as a member of the Board, including (i) an annual retainer fee (“Retainer”) and (ii) meeting or committee fees (collectively referred to as “Additional Fees”) paid by the Bank to an Eligible Director, but excluding any such compensation deferred from a prior period, expense reimbursement and allowances and benefits not normally paid in cash to the Participant.





1.10           Death Benefit





Death Benefit means the benefit with respect to a Participant due a Participant's Beneficiary, determined in accordance with Article VI.





1.11           Deferral Amount





Deferral Amount means, with respect to each Plan Year, the sum of the Deferral Contributions of a Participant with respect to his Retainer and/or his Additional Fees to be paid during the Plan Year.





1.12           Deferral Contributions





Deferral Contributions means that portion of a Participant's Compensation which is deferred under the Plan.





1.13           Deferral Election





Deferral Election means an irrevocable election of a Deferral Amount in writing executed by the Eligible Director or Participant and timely filed with the Administrator.





1.14           Deferred Account





Deferred Account means an unfunded, bookkeeping account maintained on the books of the Bank for a Participant which reflects his interest in amounts attributable to his Deferral Contributions under the Plan.





1.15           Deferred Benefit





Deferred Benefit means the balance in a Participant's Deferred Account.





1.16           Director





Director means an individual who serves as a member of the Board.





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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


1.17           Effective Date





Effective Date means January 1, 2005.





1.18           Eligible Director





Eligible Director means a Director who is not an employee of the Bank.





1.19           Participant





Participant means an Eligible Director who elects to participate in the Plan, and further differentiated as follows:





(a)           “Active Participant”: A Participant who has an election to make Deferral Contributions to the Plan in effect at the time in question.





(b)           “Inactive Participant”: A Participant who does not have an election to make Deferral Contributions to the Plan in effect at the time in question.





1.20           Plan





Plan means the Village Bank Outside Directors Deferral Plan.





1.21           Plan Year





Plan Year means the calendar year.





1.22           Rate of Return





Rate of Return means the fixed rate of return for allocations made by a Participant to his Deferred Account.  Such rate of return shall be established by the Board of Directors in its sole discretion prior to the beginning of each Plan Year.





1.23           Retirement





Retirement means a Participant’s termination of service from the Board.





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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


ARTICLE II


ELIGIBILITY AND PARTICIPATION





2.01           Eligibility





Each Eligible Director shall be eligible to participate in the Plan and to defer Compensation hereunder for such Plan Year.





2.02           Notice and Election Regarding Active Participation





(a)           In order to become an Active Participant and to make Deferral Contributions with respect to a Plan Year, an Eligible Director must file with the Administrator a Deferral Election, as provided in Plan section 3.02, which is effective as of the first day of the Plan Year.  Such election must be filed by the date established by the Administrator, which date shall be no later than the December 31 preceding such Plan Year.   An individual who becomes an Eligible Director during a Plan Year must file a Deferred Election with the Administrator within 30 days after becoming an Eligible Director.





(b)           By executing and filing such election with the Administrator, an Eligible Director consents and agrees to the following:





(i)
To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be requested by any health questionnaire provided by the Administrator;





(ii)
To be bound by all terms and conditions of the Plan and all amendments thereto.





2.03           Commencement of Active Participation





An Eligible Director shall become an Active Participant with respect to a Plan Year only if he is expected to have Compensation during such Plan Year, and he timely files and has in effect a Deferral Election for such Plan Year.





2.04           Length of Participation





An individual who is or becomes a Participant shall be or remain an Active Participant as long as he has a Deferral Election in effect; and he shall be or remain an Inactive Participant as long as he is entitled to future benefits under the terms of the Plan and is not considered an Active Participant.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE III


DETERMINATION OF DEFERRAL





3.01           Deferred Benefit





A Participant's Deferred Benefit shall be the balance in his Deferred Account as of the date of determination.





3.02           Deferral Election





(a)           Subject to the restrictions and conditions provided in this Plan section, a Participant may irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to defer all or a portion of his Compensation in and accordance with his Election for such Plan Year.  Any such election must be filed with the Administrator at the time required under Plan section 2.02(a).





(b)           The following conditions apply:





(i)
The maximum Deferral Contribution of Retainer with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Retainer for such Plan Year and such election shall be made in ten percent (10%) increments or in a flat dollar amount in fifty dollar ($50) increments.





(ii)
The maximum Deferral Contribution of Additional Fees with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Additional Fees for such Plan Year and such election shall be made in ten percent (10%) increments or in a flat dollar amount in fifty dollar ($50) increments.





(iii)
A Participant’s Deferral Election shall remain in effect from year to year unless revised or amended.  A Participant may revoke or amend his Deferral Election effective as of the beginning of a Plan Year in accordance with the procedures described in Plan section 2.02(a).





(iv)
Each Deferral Election shall be made on a form provided by the Administrator and shall specify the Deferral Amount and source of deferrals and such additional information as the Administrator may require.





3.03           Crediting of Interest to Deferred Account





There shall be credited to each Participant’s Deferred Account an amount representing interest on the balance of such account.  Interest shall be credited as earned.  Such interest shall be based on the applicable Rate of Return for the Plan Year.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





3.04           Equitable Adjustment in Case of Error or Omission





If an error or omission is discovered in a Participant’s Deferred Account, the Administrator shall make such equitable adjustment as the Administrator deems appropriate.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE IV


ACCOUNTS AND INVESTMENTS





4.01           Accounts





A separate Account under the Plan shall be established for each Participant.  Such Account shall be (a) credited with the amounts deferred in accordance with Plan section 3.02, (b) credited with investment earnings, and (c) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article VII.  With each Participant’s Account, separate subaccounts shall be maintained to the extent that the Board determines them necessary or useful in the administration of the Plan.





4.02           Hypothetical Nature of Accounts





Each Account established under this Article IV shall be maintained for bookkeeping purposes only.  Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE V


VESTING





A Participant's Deferred Account shall be fully vested and non-forfeitable at all times.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE VI


DEATH BENEFITS





6.01           Pre-Benefit Commencement Date Death Benefit





In the event that a Participant dies prior to his Benefit Commencement Date, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferred Benefit that the Participant would have received as of his date of death.  This Death Benefit shall be calculated by (a) increasing the Participant’s Account by any amounts that have been deferred and amounts not yet credited to the Account, and (b) increasing the value of the Participant’s Deferred Account by the amount that would have been credited as interest at the Rate of Return from the date of death through the Beneficiary’s Benefit Commencement Date.  This Death Benefit shall begin to be paid on the first of January after the Participant’s date of death.  The Participant’s Deferred Account shall accrue interest thereafter at the Rate of Return.





6.02           Post-Benefit Commencement Date Death Benefit





In the event that a Participant dies after his Benefit Commencement Date, then the Beneficiary of such Participant shall be entitled to receive as a Death Benefit a continuation of the payment of the Deferred Benefit in the same manner and in the same amount that the Participant would have received had the Participant lived to receive the Deferred Benefit.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


ARTICLE VII


PAYMENT OF BENEFITS





7.01           Payment of Deferred Benefit





A Participant's Deferred Benefit, if any, shall become payable to the Participant as of the Benefit Commencement Date or as soon thereafter as is administratively practical.  Each of the Participant’s installment payments shall be comprised of accrued interest, if any, and that portion of the Participant’s Deferred Benefit equal to the balance in the Participant’s Deferred Account.





7.02           Payment of Death Benefit





A Participant's pre-benefit commencement Death Benefit shall be payable to his Beneficiary as set forth in Article VI and shall be paid in installments payable over a ten-year period beginning as of the January 1 following the Participant’s date of death or as soon thereafter as is administratively practicable.





7.03           Form of Payment of Deferred Benefit





A Participant’s Deferred Account shall be paid in cash.





7.04           Benefit Determination and Payment Procedure





The Administrator shall make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant's Beneficiary, in the event of the death of the Participant.  The Administrator shall promptly notify the Bank of each such determination that benefit payments are due and provide to the Bank all other information necessary to allow the Bank to carry out such determination, whereupon the Bank shall pay such benefits in accordance with the Administrator's determination.





7.05           Payments to Minors and Incompetents





If a Participant or Beneficiary entitled to receive any benefits hereunder 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 of such Participant or Beneficiary.  Such payments shall be considered a 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.





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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


7.06           Distribution of Benefit When Distributee Cannot Be Located





The Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant's 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 or the Administrator's records.  If the Administrator is unable to locate such 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.





7.07           Beneficiary Designation





(a)           A Participant may designate a Beneficiary.  Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Administrator prior to the time of the Participant's death.  The most recent Beneficiary designation received by the Administrator shall be the effective Beneficiary designation for all Plan Years and shall supercede all prior Beneficiary designations unless specifically designated otherwise.  Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder.





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





(c)           If the Participant dies without having designated a Beneficiary, or if the Beneficiary so designated has predeceased him, then his estate shall be deemed to be his Beneficiary.





(d)           If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant's entire benefit under the Plan has been distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his interest or, if none, to the estate of the deceased Beneficiary.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE VIII


FUNDING





8.01           Funding





All Plan Participants and Beneficiaries are general unsecured creditors of the Bank with respect to the benefits due hereunder and the Plan constitutes a mere promise by the Bank to make benefit payments in the future.  It is the intention of the Bank that the Plan be considered unfunded for tax purposes.





8.02           Purchase of Life Insurance





The Bank may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided under this Plan or may otherwise segregate assets for such purpose.





8.03           Trust





The Bank may, but is not required to, establish a grantor trust which may be used to hold assets of the Bank which are maintained as reserves against the Bank's unfunded, unsecured obligations hereunder.  Such reserves shall at all times be subject to the claims of the Bank's creditors.  To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Bank's obligation hereunder, then such obligation of the Bank shall be reduced to the extent such assets are utilized to meet its obliga­tions hereunder.


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 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005


ARTICLE IX


PLAN ADMINISTRATOR





9.01           Appointment of Administrator





The Plan shall be administered by the Compensation Committee. The Compensation Committee may appoint one or more persons to serve as the Plan Administrator for the purpose of administering the Plan.  In the event more than one person is appointed, the persons shall form a committee for the purpose of functioning as the Administrator of the Plan.  The person or committeemen serving as Administrator shall serve for indefinite terms at the pleasure of the Compensation Committee, and may, by 30 days prior written notice to the Compensation Committee, terminate such appointment.





9.02           Duties and Responsibilities of Plan Administrator





(a)           The Administrator shall maintain and retain necessary records regarding its administration of the Plan.





(b)           The Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant's or Beneficiary'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.





(c)           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.


14
 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE X


AMENDMENT OR TERMINATION OF PLAN





The Board may amend or terminate the Plan from time to time, effective as of any date specified.  Any such action taken by the Board shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof.  No amendment or termination shall decrease a Participant's Deferred Benefit accrued prior to the effective date of the amendment or termination. The Board reserves the right to unilaterally shorten the deferral period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant.


15
 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





ARTICLE XI


MISCELLANEOUS





11.01                      Non-assignability





The interests of each Participant under the Plan are not subject to claims of the Participant's creditors; and neither the Participant nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey the right 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.





11.02                      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 be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election.  Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator.





11.03                      Delegation of Authority





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





11.04                      Service of Process





The Administrator shall be the agent for service of process on the Plan.





11.05                      Governing Law





The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia.





11.06                      Binding Effect





The Plan shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives.


16
 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





11.07                      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.





11.08                      Gender and Number





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





11.09                      Titles and Captions





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


17
 VILLAGE BANK
 OUTSIDE DIRECTORS DEFERRAL PLAN
 Effective January 1, 2005





IN WITNESS WHEREOF, the Bank has caused this Plan to be executed by its duly authorized officer.











VILLAGE BANK








By____________________________





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