0001193125-09-054946 Sample Contracts

AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Commonwealth Bankshares Inc • National commercial banks • Virginia

THIS AMENDED EMPLOYMENT AGREEMENT (“Agreement”) is made as of May 18, 2004, by and between BANK OF THE COMMONWEALTH, a banking corporation organized under the laws of Virginia (the “Bank”), COMMONWEALTH BANKSHARES, INC., a Virginia corporation (the “Holding “Company”) and STEPHEN G. FIELDS (the “Executive”); the Bank being sometimes hereinafter referred to as the “Employer.”

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AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Commonwealth Bankshares Inc • National commercial banks • Virginia

THIS AMENDED EMPLOYMENT AGREEMENT (“Agreement”) is made as of November 21, 2006, by and between BANK OF THE COMMONWEALTH, a banking corporation organized under the laws of Virginia (the “Bank”), COMMONWEALTH BANKSHARES, INC., a Virginia corporation (the “Holding Company”), and EDWARD J. WOODARD, JR (the “Executive”); the Bank being sometimes hereinafter referred to as the “Employer.”

FORM OF COMMONWEALTH BANKSHARES, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 16th, 2009 • Commonwealth Bankshares Inc • National commercial banks • Virginia

The Company hereby grants the Optionee an option to purchase shares of the Common Stock of the Company (the “Company Stock”), subject to the terms and conditions of this Agreement.

FORM OF COMMONWEALTH BANKSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 16th, 2009 • Commonwealth Bankshares Inc • National commercial banks • Virginia

The Company hereby grants the Optionee an option to purchase shares of the common stock of the Company (the “Company Stock”), subject to the terms and conditions of this Agreement.

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