Insurance Loan Agreement

Exhibit 10.19

Insurance Loan Agreement

This Agreement is entered into as of the 31^st day of December, 2003, by and among Valley Financial Corporation, a Virginia corporation (“VFC”), Valley Bank, a Virginia banking corporation (“Valley Bank”) and A. Xxxxx Xxxxx, 0000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (“Xxxxx”);

Whereas, Xxxxx is indebted to Valley Bank in the principal amount of $7,272.20, pursuant to a loan (“Policy Loan”) secured by the assignment of Policy No. 2286571, issued by the National Life Insurance Company (“Insurer”) on Xxxxx’ life pursuant to a “split dollar” insurance plan adopted by Valley;

Whereas, Valley Bank has decided to terminate the split dollar insurance plan and, in connection with the termination, Valley Bank shall provide Xxxxx with additional compensation in an amount sufficient to pay off the Policy Loan to VFC (“Insurance Bonus”) together with an amount estimated to be sufficient to pay the federal and state taxes incurred by Xxxxx on account of his receipt of the Insurance Bonus (“Tax Gross Up”);

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises of the parties herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, the parties hereto agree as follows:

1. On the closing date, which shall be a mutually convenient date on or before December 31, 2003:

(a) Valley Bank shall pay to Xxxxx the Insurance Bonus and Tax Gross Up computed as of the closing date;

(b) Xxxxx shall pay in full the Policy Loan and VFC shall cancel the promissory note evidencing the Policy Loan and deliver the same to Xxxxx marked “paid”; and

(c) The parties shall execute and file with the Insurer, on forms satisfactory to the Insurer, such documents as are necessary to release, terminate and cancel the assignment of the Policy as collateral for the Policy Loan.

2. As of the closing date and effective immediately on receipt by VFC of an amount sufficient to pay the Policy Loan in full, VFC releases,

terminates and cancels the assignment of the Policy as collateral for the Policy Loan and acknowledges that it shall have no further rights or interests in the Policy or its proceeds.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

Valley Bank
By		/s/ Xxxxx Xxxxxxxx
		Title:		President

/s/ A. Xxxxx Xxxxx

A. Xxxxx Xxxxx

Valley Financial Corporation
By		/s/ Xxxxx Xxxxxxxx
		Title:		President