0001002105-08-000414 Sample Contracts

Form of Consent Letter
Consent Letter • December 15th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

The (the "Company") anticipates entering into a Securities Purchase Agreement (the "Securities Purchase Agreement"), with the United States Department of Treasury ("Treasury") that provides for the Company's participation in the Treasury's TARP Capital Purchase Program (the "CPP"). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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FORM OF SENIOR EXECUTIVE OFFICER WAIVER
Senior Executive Officer Waiver • December 15th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

Valley Financial Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the United States Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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