0001193125-09-198191 Sample Contracts

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 September 25, 2009
Securities Purchase Agreement • September 25th, 2009 • Heritage Bankshares Inc /Va • State commercial banks • New York

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Investor and the Company desire to amend the Securities Purchase Agreement as follows:

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Heritage Bankshares Inc /Va • State commercial banks

THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of September 23, 2009, by and between Heritage Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank, a Virginia corporation, and Michael S. Ives (the “Executive”).

HERITAGE BANKSHARES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT WITH MICHAEL S. IVES
Supplemental Executive Retirement Agreement • September 25th, 2009 • Heritage Bankshares Inc /Va • State commercial banks • Virginia

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT, (the “Agreement”) by and between HERITAGE BANKSHARES, INC. (together with its affiliates and successors, the “Corporation”) and MICHAEL S. IVES (“Executive”), is made effective this 23rd day of September, 2009.

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 September 25, 2009
Securities Purchase Agreement • September 25th, 2009 • Heritage Bankshares Inc /Va • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Heritage Bankshares Inc /Va • State commercial banks • Virginia

WHEREAS, (the “Executive”) is a party with Heritage Bankshares Inc., (“Bankshares”), to an Employment Agreement dated (the “Agreement”); and

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