10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 0-11255

HERITAGE BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Virginia	54-1234322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
150 Granby Street Norfolk, Virginia	23510
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number (757) 648-1700

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $5.00 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Section 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the registrant’s stock held by non-affiliates of the registrant as of June 30, 2008 was approximately $24,435,000, computed by reference to the sales price of the Common Stock of the Company on June 30, 2008 of $13.50 per share, and 1,810,000 shares of voting stock held by non-affiliates of the Company on June 30, 2008.

As of February 27, 2009, 2,279,252 shares of Common Stock of the Company, par value $5.00 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2009 Annual Meeting of Shareholders (the “2009 Proxy Statement”), currently scheduled for June 16, 2009, are incorporated by reference into Part III hereof.

Table of Contents

		Page
PART I
Item 1.	Description Of Business	3
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	12
Item 2.	Description Of Property	13
Item 3.	Legal Proceedings	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	69
Item 9A.	Controls and Procedures	69
Item 9B.	Other Information	69
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	70
Item 11.	Executive Compensation	70
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accounting Fees and Services	70
PART IV
Item 15.	Exhibits, Financial Statement Schedules	71

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PART I

As used in this annual report on Form 10-K, the “Company,” “we,” “our” and “us” refer to Heritage Bankshares, Inc. and its subsidiaries, unless the context requires otherwise.

Forward-Looking Statements

Statements contained in this annual report on Form 10-K which are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by the use of such words as “may,” “will,” “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated” and “potential.” These forward-looking statements relate to, among other things, expectations regarding the business environment in which we operate, projections of future performance and perceived opportunities in the market, and they are based on management’s current beliefs, assumptions and expectations. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. For a detailed discussion of the factors that might cause such a difference, see Item 1A, “Risk Factors.”

Factors that might affect forward-looking statements include, among other things:

• the demand for our products and services;

• actions taken by our competitors;

• changes in the prevailing interest rates;

• changes in delinquencies and defaults by our borrowers;

• changes in loan quality and performance;

• changes in FDIC insurance premiums;

• legislative or regulatory changes or actions that affect our business;

• our ability to achieve financial goals and strategic plans;

• litigation; and

• credit and other risks of lending activities.

As a result, we cannot assure you that our future results of operations, financial condition or other matters will be consistent with those expressed or implied in any forward-looking statements. You should not place undue reliance on these forward-looking statements, as they all are based only on information available at this time, and we assume no obligation to update any of these statements.

ITEM 1. DESCRIPTION OF BUSINESS

General

Heritage Bankshares, Inc. (the “Company”) is a bank holding company incorporated under the laws of the Commonwealth of Virginia in 1983, and serves as the holding company for its wholly-owned subsidiary, Heritage Bank. Since 1992, the Company has operated as a one bank holding company. The principal executive office of the Company is located at 150 Granby Street, Norfolk, Virginia. Currently, the Company does not transact any material business other than through Heritage Bank. Information concerning the Company and Heritage Bank may be found at www.heritagebankva.com.

Heritage Bank (the “Bank”) is a wholly-owned subsidiary of the Company and is a state banking corporation engaged in the general commercial and retail banking business. The Bank was incorporated in Virginia on September 19, 1975 and commenced business at 841 North Military Highway in Norfolk, Virginia on February 7, 1977. On December 31, 2008, the Bank had assets of $265.5 million, with total loans held for investment, net, of $176.6 million and deposits of $215.8 million.

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The Bank has one wholly-owned subsidiary, Sentinel Financial Group, Inc. (“Sentinel Financial”). At December 31, 2008, Sentinel Financial owned an interest in each of Infinex Investments, Inc. (formerly Bankers Investment Group, LLC), and Bankers Insurance, LLC, each of which offer various insurance and investment services. Our ownership interest in these companies, through Sentinel Financial, allows the Bank to provide various investment and insurance services to its customers. The Bank does not market insurance services to its customers at this time. In addition, at December 31, 2008, Sentinel Financial Group, Inc. owned other real estate owned, which had been acquired by the Bank earlier in the month.

IBV Real Estate Holdings, Inc., formerly a wholly-owned subsidiary of the Company that was formed for the sole purpose of owning additional real estate assets acquired by the Company or the Bank, was voluntarily dissolved and terminated by the Company in 2008.

Principal Products or Services

The Company, through the Bank, engages in a general community and commercial banking business, targeting the banking needs of individuals and small to medium sized businesses in its primary service area which includes Chesapeake, Norfolk, and Virginia Beach, Virginia. The principal business of the Company is to attract deposits and to lend or invest those deposits on profitable terms. These deposits are in varied forms of both demand and time accounts including checking accounts, interest checking, money market accounts, savings accounts, certificates of deposit, and IRA accounts.

The Company is involved in the construction and real estate lending market and actively extends both consumer and commercial credit. Loans consist of varying terms and may be secured or unsecured. Loans to individuals are for personal, household, and family purposes. Loans to businesses are made for purposes such as working capital, plant expansion, and equipment purchases. See Item 6, “Management’s Discussion and Analysis or Plans of Operations,” for a breakdown of loans by classification.

Market Area

The Company is located in the Norfolk-Virginia Beach-Newport News Metropolitan Statistical Area (“MSA”), which extends approximately 65 miles from Williamsburg, Virginia, to Virginia Beach, Virginia, and Currituck County, North Carolina. This MSA is the 31^st largest Metropolitan Statistical Area in the United States with a population of approximately 1.6 million persons. The Company’s principal market within this MSA is the Hampton Roads area, which comprises the cities of Norfolk, Portsmouth, Virginia Beach, Chesapeake, Suffolk, Hampton, and Newport News. The Company maintains its corporate headquarters in Norfolk, Virginia, and as of December 31, 2008, the Bank has a total of five retail offices located in the cities of Norfolk and Virginia Beach, Virginia. One of the Company’s Norfolk offices also includes a mortgage loan origination office.

Although the Hampton Roads area supports a wide range of industrial and commercial activities, the area’s principal employer is the United States Navy and other branches of the Armed Forces of the United States. Significant cutbacks in defense spending and consolidations of domestic military installations could affect the general economy of the Company’s market area. Depending on whether the Hampton Roads area experiences an overall increase or decrease in military and federal wages and salaries, the potential future impact of any such cutbacks or consolidations could be either favorable or unfavorable.

Competition

The banking business in the MSA, and the Company’s principal market area, is highly competitive, and the Company faces significant competition both in making loans and in attracting deposits. At June 30, 2008, the Company’s deposit market share as a percentage of FDIC-insured institutions’ deposits in the MSA was 1.05%. The Company’s competition for loans comes from commercial banks, savings banks, mortgage banking subsidiaries of regional commercial banks, national mortgage bankers, insurance companies, and other institutional lenders. The Company’s most direct competition for deposits has historically come from savings banks, commercial banks, credit unions and other financial institutions. The Company may face an increase in competition as a result of the continuing reduction in the restrictions on the interstate operations of financial institutions. The Company also faces competition for deposits from short-term money market mutual funds and other corporate and government securities funds. (For additional discussion regarding competition facing the Company, see Item 1A, “Risk Factors,” below.)

Employees

At December 31, 2008, we employed 63 full-time equivalent employees.

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Supervision and Regulation

Bank holding companies and banks are extensively regulated under both federal and state law. The following summary briefly describes certain significant provisions of applicable federal and state laws and applicable regulations and the potential impact of such provisions on the Company and the Bank. This summary is not complete, and we refer you to the particular statutory or regulatory provisions or proposals for more information. Because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, we cannot forecast how federal regulation of financial institutions may change in the future and impact the operations of the Company and the Bank.

The Company

Bank Holding Company Act. The Company is registered with the Federal Reserve Bank (“Federal Reserve”) as a financial holding company under the Bank Holding Company Act of 1956 (the “BHCA”), as amended by the Gramm-Leach-Bliley Act of 1999, and is subject to ongoing regulation, supervision and examination by the Federal Reserve. The Company is required to file with the Federal Reserve periodic and annual reports and other information concerning its own business operations and those of its subsidiaries. The Federal Reserve also supervises the Company’s operations and major transactions affecting its capital structure, including mergers, acquisitions and share redemptions.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on any extensions of credit to the bank company or any of its subsidiaries, or investments in the stock or other securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. Further, a holding company and any subsidiary bank are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit. A subsidiary bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer obtain or provide some additional credit, property or services from or to such bank other than a loan, discount, deposit or trust service; (ii) the customer obtain or provide some additional credit, property or service from or to company or any other subsidiary of the company; or (iii) the customer not obtain some other credit, property or service from competitors, except for reasonable requirements to assure the soundness of credit extended.

Certain other provisions of the BHCA are described below under “Change of Control”.

Capital Adequacy. The Federal Reserve has promulgated capital adequacy regulations for all bank holding companies with assets in excess of $150 million. The Federal Reserve’s capital adequacy regulations are based upon a risk-based capital determination, whereby a bank holding company’s capital adequacy is determined in light of the risk, both on- and off-balance sheet, contained in the company’s assets. Different categories of assets are assigned risk weightings and are counted at a percentage of their book value.

The regulations divide capital between Tier 1 capital (core capital) and Tier 2 capital. For a bank holding company, Tier 1 capital consists primarily of common stock, related surplus, noncumulative perpetual preferred stock, minority interests in consolidated subsidiaries and a limited amount of qualifying cumulative preferred securities. Goodwill and certain other intangibles are excluded from Tier 1 capital. Tier 2 capital consists of an amount equal to the allowance for loan and lease losses up to a maximum of 1.25% of risk-weighted assets, limited other types of preferred stock not included in Tier 1 capital, hybrid capital instruments and term subordinated debt. Investments in and loans to unconsolidated banking and finance subsidiaries that constitute capital of those subsidiaries are excluded from capital. The sum of Tier 1 and Tier 2 capital constitutes qualifying total capital. The Tier 1 component must comprise at least 50% of qualifying total capital.

Every bank holding company has to achieve and maintain a minimum Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of at least 4.0% and a minimum total capital ratio of at least 8.0%. In addition, banks and bank holding companies are required to maintain a minimum leverage ratio of Tier 1 capital to average total consolidated assets (leverage capital ratio) of at least 3.0% for the most highly-rated, financially sound banks and bank holding companies, and a minimum leverage ratio of at least 4.0% for all other banks. The Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve define Tier 1 capital for banks in the same manner for both the leverage ratio and the risk-based capital ratio. However, the Federal Reserve defines Tier 1 capital for bank holding companies in a slightly different manner.

The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory level, without significant reliance on intangible assets. The guidelines also indicate that the Federal Reserve will continue to consider a “Tangible Tier 1 Leverage Ratio” in evaluating proposals for expansion or new activities. The Tangible Tier 1 Leverage Ratio is the ratio of Tier 1 capital, less intangibles not deducted from Tier 1 capital, to quarterly average total assets.

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Source of Strength for Subsidiary. Bank holding companies are required to serve as a source of financial strength for their depository institution subsidiaries, and, if their depository institution subsidiaries become undercapitalized, bank holding companies may be required to guarantee the subsidiaries’ compliance with capital restoration plans filed with their bank regulators, subject to certain limits.

Dividends. As a holding company that does not, as an entity, currently engage in separate business activities of a material nature, the Company’s ability to pay cash dividends to its shareholders depends upon the cash dividends it receives from the Bank. The Company must pay operating expenses from funds it receives from the Bank. Therefore, shareholders may receive cash dividends from the Company only to the extent that funds are available after payment of operating expenses. In addition, the Federal Reserve generally prohibits bank holding companies from paying cash dividends except out of operating earnings, and permits dividends only if the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. As a Virginia corporation, our payment of cash dividends also is subject to the restrictions under Virginia law on the declaration of cash dividends. Under such provisions, cash dividends may not be paid if a corporation will not be able to pay its debts as they become due in the usual course of business after paying such a cash dividend or if the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy certain preferential liquidation rights. (See “The Bank - Dividends” below for discussion regarding regulatory considerations for dividends payable by the Bank.)

Change of Control. State and federal banking law restricts the amount of voting stock of a bank that a person may acquire without the prior approval of banking regulators. The BHCA requires that a bank holding company obtain the approval of the Federal Reserve before it may merge with a bank holding company, acquire a subsidiary bank, acquire substantially all of the assets of any bank, or before it may acquire ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, it would own or control, directly or indirectly, more than 5% of the voting shares of that bank or bank holding company. The overall effect of such laws is to make it more difficult to acquire the Company by tender offer or similar means than it might be to acquire control of another type of corporation. Consequently, the Company’s shareholders may be less likely to benefit from rapid increases in stock prices that often result from tender offers or similar efforts to acquire control of other types of companies.

In addition, under certain amendments to the Virginia Financial Institutions Holding Company Act that became effective July 1, 1983, no corporation, partnership or other business entity may acquire, or make any public offer to acquire, more than 5% of the stock of any Virginia financial institution, or any Virginia financial institution holding company, unless it first files an application with the Virginia State Corporation Commission (the “SCC”). The SCC is directed by the statute to solicit the views of the affected financial institution, or financial institution holding company, with respect to such stock acquisition, and is empowered to conduct an investigation during the 60 days following receipt of such an application. If the SCC takes no action within the prescribed period, or if during the prescribed period it issues notice of its intent not to disapprove an application, the acquisition may be completed.

Legislation

Sarbanes-Oxley Act. On July 30, 2002, the Sarbanes-Oxley Act (“SOX”) was enacted. SOX is not a banking law, but applies to all public companies, including the Company. The stated goals of SOX are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. Given the extensive role of the Securities and Exchange Commission (the “SEC”) in implementing and interpreting the rules relating to many of SOX’s requirements, and the continuing evolution of SOX’s requirements, the impact on the Company of these requirements may continue to change for some time. SOX includes additional disclosure requirements and corporate governance rules for public companies, extensive additional disclosure, corporate governance and other related rules adopted by the SEC for public companies, increases criminal penalties for violations of the securities laws, and mandates further studies of specified issues by the SEC and other federal government agencies. SOX also provides for the federal regulation of accounting firms that provide services to public companies and mandates additional listing standards for the securities exchanges. Not all of the rules that the SEC has adopted implementing the provisions of SOX presently apply to the Company because certain of the rules have delayed effective dates and/or do not apply to companies, like us, whose securities are quoted on over-the counter securities markets (see Item 5, “Market for Common Equity and Related Stockholder Matters” below). The SEC has also extended the effective dates of certain rules after their adoption.

Bank Secrecy Act; USA PATRIOT Act. Under the Bank Secrecy Act (“BSA”), a financial institution is required to have systems in place to detect certain transactions, based on the size and nature of the transaction. Financial institutions are generally required to report to the United States Treasury cash transactions involving more than $10,000. In addition, financial institutions are required to file suspicious activity reports for any transaction that involves more than $5,000 and which the financial institution knows, suspects or otherwise has reason to suspect involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose. The USA PATRIOT Act of 2001 (the “Patriot Act”), enacted in response to the September 11, 2001, terrorist attacks, strengthens the anti-money laundering provisions of the BSA. Many of the new provisions added by the Patriot Act apply to accounts at or held by foreign banks, or accounts of or transactions with foreign entities, and thus do not apply to the Bank because it does not have significant foreign business. However, the Patriot Act does require federal banking regulators to consider a bank’s record of compliance under the BSA in acting on any application filed with such federal regulators. The Bank’s record of compliance with the BSA will be an additional factor in any applications filed with federal regulators in the future.

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The Bank

General. The Bank operates as a state bank subject to supervision and regulation by the Bureau of Financial Institutions of the SCC. The Bureau of Financial Institutions regulates all areas of a Virginia state bank’s commercial banking operations, including reserves, loans, mergers, payment of dividends, establishment of branches and other aspects of operations.

Transactions with Affiliates. The Bank may not engage in specified transactions (including, for example, loans) with its affiliates unless the terms and conditions of those transactions are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions with or involving other nonaffiliated entities. In the absence of comparable transactions, any transaction between the Bank and its affiliates must be on terms and under circumstances, including credit standards, which in good faith would be offered or would apply to nonaffiliated companies. In addition, transactions referred to as “covered transactions” between the Bank and its affiliates may not exceed 10% of the Bank’s capital and surplus per affiliate and an aggregate of 20% of its capital and surplus for covered transactions with all affiliates. Certain transactions with affiliates, such as loans, also must be secured by collateral of specific types and amounts. The Bank also is prohibited from purchasing low-quality assets from an affiliate. Every company under common control with the Bank, including the Company, is deemed to be an affiliate of the Bank.

Loans to Insiders. Federal law also constrains the types and amounts of loans that the Bank may make to its executive officers, directors and principal shareholders. Among other things, these loans are limited in amount, must be approved by the Bank’s board of directors in advance, and must be on terms and conditions as favorable to the Bank as those available to an unrelated person.

Regulation of Lending Activities. Loans made by the Bank are also subject to numerous federal and state laws and regulations, including the Truth-In-Lending Act, the Federal Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act and adjustable rate mortgage disclosure requirements. Remedies are available to the borrower or consumer and the Bank is subject to penalties if the Bank fails to comply with these laws and regulations. The scope and requirements of these laws and regulations have expanded significantly in recent years.

Branch Banking. All banks located in Virginia are authorized to branch statewide. Accordingly, a bank located anywhere in Virginia has the ability, subject to regulatory approval, to establish branch facilities near any of our facilities and within the Bank’s market area. Federal law provides for nationwide interstate banking and branching, subject to certain aging and deposit concentration limits that may be imposed under applicable state laws. Applicable Virginia statutes permit regulatory authorities to approve de novo branching in Virginia by institutions located in states that would permit Virginia institutions to branch on a de novo basis into those states. Federal regulations prohibit an out-of-state bank from using interstate branching authority primarily for the purpose of deposit production. These regulations include guidelines to ensure that interstate branches operated by an out-of-state bank in a host state are reasonably helping to meet the credit needs of the host state communities served by the out-of-state bank.

Reserve Requirements. Pursuant to regulations of the Federal Reserve, the Bank must maintain average daily reserves against its transaction accounts. No reserves are required to be maintained on the first $6.6 million of transaction accounts, but reserves equal to 3.0% must be maintained on the aggregate balances of those accounts between $6.6 million and $45.4 million, and reserves equal to 10.0% plus $1.2 million must be maintained on aggregate balances in excess of $45.4 million. These percentages are subject to adjustment by the Federal Reserve. Because required reserves must be maintained in the form of vault cash or in a noninterest-bearing account at a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the institution’s interest-earning assets. As of December 31, 2008, the Bank met its reserve requirements.

Community Reinvestment. Under the Community Reinvestment Act (“CRA”), as implemented by regulations of the federal bank regulatory agencies, an insured bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for banks, nor does it limit a bank’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the federal bank regulatory agencies, in connection with their examination of insured banks, to assess the banks’ records of meeting the credit needs of their communities, using the ratings of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance,” and to take that record into account in its evaluation of certain applications by those banks. All banks are required to make public disclosure of their CRA performance ratings. The Bank’s current CRA performance rating is “satisfactory.”

Governmental Monetary Policies. The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve. Changes in the discount rate on member bank borrowings, control of borrowings, open market transactions in United States government securities, the imposition of and changes in reserve requirements

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against member banks and deposits and assets of foreign bank branches, and the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates are some of the monetary policies available to the Federal Reserve. Those monetary policies influence to a significant extent the overall growth of all bank loans, investments and deposits and the interest rates charged on loans or paid on time and savings deposits in order to mitigate recessionary and inflationary pressures. These techniques are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may also affect interest rates charged on loans or paid for deposits.

The monetary policies of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Bank.

Dividends. All dividends paid by the Bank are paid to the Company, the sole shareholder of the Bank. The general dividend policy of the Bank is to pay dividends at levels consistent with maintaining liquidity and preserving applicable capital ratios and servicing obligations. The dividend policy of the Bank is subject to the discretion of the board of directors of the Bank and will depend upon such factors as future earnings, financial condition, cash needs, capital adequacy, compliance with applicable statutory and regulatory requirements and general business conditions.

The ability of the Bank to pay dividends is restricted under applicable law and regulations. Under Virginia banking law, dividends must be paid out of retained earnings and no cash dividends may be paid if the Bank’s surplus is less than 50% of its paid-in capital. Also, under federal banking law, no cash dividend may be paid if the Bank is undercapitalized or insolvent or if payment of the cash dividend would render the Bank undercapitalized or insolvent, and no cash dividend may be paid by the Bank if it is in default of any deposit insurance assessment due to the FDIC.

Capital Adequacy. The capital adequacy regulations which apply to state banks, such as the Bank, are similar to the Federal Reserve requirements promulgated with respect to bank holding companies discussed above.

Enforcement Authority. The federal banking laws also contain civil and criminal penalties available for use by the appropriate regulatory agency against certain “institution-affiliated parties,” primarily including management, employees and agents of a financial institution, as well as independent contractors such as attorneys and accountants and others who participate in the conduct of the financial institution’s affairs and who caused or are likely to cause more than minimum financial loss to or a significant adverse effect on the institution, in each case who knowingly or recklessly violate a law or regulation, breach a fiduciary duty or engage in unsafe or unsound practices. These practices can include the failure of an institution to timely file required reports or the submission of inaccurate reports. These laws authorize the appropriate banking agency to issue cease and desist orders that may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnification or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets or take other action as determined by the primary federal banking agency to be appropriate. The Bank is current in its quarterly filings with the Federal Reserve.

Prompt Corrective Action. Banks are subject to restrictions on their activities depending on their level of capital. Federal “prompt corrective action” regulations divide banks into five different categories, depending on their level of capital:

• A bank is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10% or more, a core capital ratio of 6% or more and a leverage ratio of 5% or more, and if the bank is not subject to an order or capital directive to meet and maintain a certain capital level.

• A bank is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8% or more, a core capital ratio of 4% or more and a leverage ratio of 4% or more (unless it receives the highest composite rating at its most recent examination and is not experiencing or anticipating significant growth, in which instance it must maintain a leverage ratio of 3% or more).

• A bank is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8%, a core capital ratio of less than 4% or a leverage ratio of less than 3%.

• A bank is deemed to be “significantly undercapitalized” if it has a risk-based capital ratio of less than 6%, a core capital ratio of less than 3% and a leverage ratio of less than 3%.

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• A bank is deemed to be “critically undercapitalized” if it has a leverage ratio of less than or equal to 2%. In addition, the applicable federal banking agency has the ability to downgrade a bank’s classification (but not to “critically undercapitalized”) based on other considerations even if the bank meets the otherwise applicable capital guidelines.

If a state member bank, such as the Bank, is classified as “undercapitalized,” the bank is required to submit a capital restoration plan to the Federal Reserve. An undercapitalized bank is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the Federal Reserve of a capital restoration plan for that bank. In addition, if a state member bank is classified as undercapitalized, the Federal Reserve may take certain actions to correct the capital position of the bank.

If a state member bank is classified as “significantly undercapitalized,” the Federal Reserve would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring sales of new securities to bolster capital, changes in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. Moreover, if a bank is classified as “critically undercapitalized,” the bank must be placed into conservatorship or receivership within 90 days, unless the FDIC determines otherwise.

The capital classification of a bank affects the frequency of examinations of the bank and impacts the ability of the bank to engage in certain activities and affects the deposit insurance premiums paid by the bank.

Banks also may be restricted in their ability to accept brokered deposits, depending on their capital classification. “Well-capitalized” banks are permitted to accept brokered deposits, but all banks that are not well-capitalized are not permitted to accept such deposits. The Federal Reserve may, on a case-by-case basis, permit member banks that are adequately capitalized to accept brokered deposits if the Federal Reserve determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank. At December 31, 2008, the Bank was classified as “well-capitalized.”

Deposit Insurance. The Bank’s deposits are insured up to $250,000 per insured account by the Bank Insurance Fund of the FDIC. The FDIC assesses insurance premiums on a bank’s deposits at a variable rate depending on the probability that the deposit insurance fund will incur a loss with respect to the bank. The FDIC determines the deposit insurance assessment rates on the basis of the bank’s capital classification and supervisory evaluations. Pursuant to deposit insurance reform legislation, in December 2006, the FDIC adopted a new risk based assessment system for determining deposit insurance premiums. Under the new requirements, four risk categories (I-IV), each subject to different premium rates, are established, based upon an institution’s status as well capitalized, adequately capitalized or undercapitalized, and the institution’s supervisory rating. Under the new rules, all insured depository institutions will pay deposit insurance premiums, currently ranging between 5 and 7 basis points on an institution’s assessment base for institutions in risk category I (well capitalized institutions perceived as posing the least risk to the insurance fund), and 10, 28 and 43 basis points for institutions in risk categories II, III, and IV. The level of rates are subject to periodic adjustment by the FDIC. The Bank’s deposit insurance assessments may increase depending upon the risk category and subcategory, if any, to which the Bank is assigned.

On February 27, 2009, the FDIC approved a final rule that raises, beginning in the second quarter of 2009, the initial base assessment rate for deposit insurance premiums for well-managed, well-capitalized banks (Risk Category I) to 12 to 16 basis points. The initial base assessment rate for insured institutions that are classified in Risk Category II, III and IV was increased to 22, 32 and 45 basis points, respectively. In addition to the initial base assessment rates described above, there will be other adjustments to the base rates for insured institutions (either up or down) for various items including, but not limited to, levels of unsecured debt, secured liabilities and brokered deposits. Accordingly, the total assessment rate can range from 7 to 24 basis points for a Risk Category I institution; from 17 to 43 basis points for a Risk Category II institution; from 27 to 58 basis points for a Risk Category III institution; and from 40 to 77.5 basis points for a Risk Category IV institution. These total assessment rates are in addition to the approximately 1.0 to 1.2 basis point annual rates that institutions are assessed to pay the interest of Financing Corporation (FICO) bonds.

In addition, the FDIC adopted an interim rule imposing a 20 basis point special emergency assessment on every insured institution, to be assessed on June 30, 2009 but payable on September 30, 2009, and authorized the imposition of an additional 10 basis point special assessment in any quarter, if needed. Comments on the interim rule on special assessments are due no later than 30 days after publication in the Federal Register.

Accordingly, based on these FDIC premium increases, in 2009 the Bank expects a substantial increase in its FDIC insurance expense over that of 2008.

9

Available Information

We maintain an Internet website at www.heritagebankva.com. Among other Company-related information, this website contains a link to our current and prior-period filings with the SEC on Form 10-K (formerly on Form 10-KSB), Form 10-Q (formerly on Form 10-QSB), and Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. The reports are made available on our website as soon as practicable following the filing of the reports with the SEC. The information is free of charge and may be reviewed, downloaded and printed from our website at any time. You may also read and copy any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (202) 942-8090. Copies of these materials may be obtained at prescribed rates from the SEC at such address. These materials can also be inspected on the SEC’s web site at www.sec.gov.

ITEM 1A. RISK FACTORS

Our business, operations and financial condition are subject to various risks. In addition to the other information contained in this Form 10-K, you should carefully consider the risks, uncertainties and other factors described below because they could materially and adversely affect our business, financial condition, operating results, cash flow and prospects, and/or the market price of our common stock. This section does not describe all risks that may be applicable to us, our business or our industry, and is included solely as a summary of certain material risk factors.

• Our need to comply with extensive and complex government regulation could have an adverse effect on our business. The banking industry is subject to extensive regulation by state and federal authorities to protect depositors, the public or the insurance funds maintained by the FDIC. Banking regulations affect our lending practices, capital structure, investment practices, dividend policy and many other aspects of our business. These requirements may constrain our rate of growth and changes in regulations could adversely affect us. The burden imposed by these federal and state regulations may place banks, including the Bank, at a competitive disadvantage compared to less regulated competitors. In addition, the cost of compliance with regulatory requirements could adversely affect our ability to operate profitably. See Item 1, “Description of Business – Supervision and Regulation” above, for more information about applicable banking laws and regulations. In addition, because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, we cannot forecast how federal regulation of financial institutions may change in the future nor the impact those changes may have on our operations. Although Congress in recent years has sought to reduce the regulatory burden on financial institutions in certain respects, we fully expect that the financial institution industry will remain heavily regulated in the near future and that additional laws or regulations may be adopted further regulating specific banking practices.

• We rely heavily on our management team and on our ability to attract and retain key personnel. We are a customer-focused and relationship-driven organization. We expect our future growth to be driven in large part by the relationships maintained with our customers by our Chief Executive Officer, and our other executive and senior lending officers. We also rely heavily on our management team to maintain and evolve our internal controls, accounting and reporting systems. We have entered into employment agreements with our Chief Executive Officer, Chief Financial Officer and certain other key executives. The existence of such agreements, however, does not necessarily ensure that we will be able to continue to retain their services. The loss of our Chief Executive Officer, Chief Financial Officer or other key employees for any reason could have a material adverse effect on our business and possibly result in reduced revenues and earnings.

• We depend on the profitability of the Bank. We are a single bank holding company and our business is owning all of the outstanding stock of the Bank. As a result, our operating results and financial position depend on the operating results and financial position of the Bank. Many factors could adversely affect our short- and long-term operating performance, including those described below.

• We may incur losses if we are unable to successfully manage interest rate risk. Our profitability will depend in substantial part upon the spread between the interest rates earned on investments and loans and interest rates paid on deposits and other interest-bearing liabilities. We occasionally engage in marketing and promotions that offer above-market rates to attract deposits. Changes in interest rates will affect our operating performance and financial condition in diverse ways, including the pricing of loans and deposits, the volume of loan originations in our mortgage banking business and the value we can recognize on the sale of mortgage loans in the secondary market. We attempt to minimize our exposure to interest rate risk, but we will be unable to eliminate it. Our net interest spread will depend on many factors that are partly or entirely outside our control, including competition, federal economic, monetary and fiscal policies, and economic conditions generally.

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• We may be adversely affected by economic conditions in our market area. We are headquartered in Norfolk, Virginia, and our market includes the greater Hampton Roads metropolitan area. Because our lending is concentrated in this market, we will be affected by the general economic conditions in the greater southeast Virginia area. Changes in the economy may influence the growth rate of our loans and deposits, and the quality of our loan portfolio and loan and deposit pricing. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and the demand for banking products and services generally, which could negatively affect our financial condition and performance.

• Our loans secured by real estate may increase our credit losses, which would adversely affect our financial results. We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market area. A major downturn in the real estate market could adversely affect the value of our collateral for real estate loans and our customers’ ability to pay these loans, which in turn could impact us. Risk of loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We cannot fully eliminate credit risk, however, and as a result credit losses may occur in the future.

• If our allowance for loan losses becomes inadequate, our results of operations may be adversely affected. We maintain an allowance for loan losses that we believe is a reasonable estimate of known and inherent losses in our loan portfolio. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, credit quality of the loan portfolio, the collateral supporting the loans and performance of our customers relative to their financial obligations with us. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control, and these losses may exceed our current estimates. Although we believe our allowance for loan losses is a reasonable estimate of known and inherent losses in our loan portfolio, we cannot fully predict such losses or that our loan loss allowance will be adequate in the future. Excessive loan losses could have a material impact on our financial performance. Federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Any increase in the amount of our loan loss provision or loans charged-off as required by these regulatory agencies could have a negative effect on our operating results.

• We may suffer losses in the Bank’s loan portfolio despite our underwriting practices. We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices. These practices include analysis of a borrower’s prior credit history, financial statements, tax returns and cash flow projections, valuation of collateral based on reports of independent appraisers, and verification of liquid assets. Although we believe that our underwriting criteria are appropriate for our loans, the Bank may incur losses on loans that meet these criteria.

• Our future success is dependent on our ability to compete effectively in the highly competitive banking industry. We face vigorous competition from other banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions, for deposits, loans and other financial services in our market area. Most of these banks and other financial institutions are significantly larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems, and offer a wider array of banking services. We also compete with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, insurance companies and governmental organizations, which may be able to offer financing on more favorable terms than we can. Many of our non-bank competitors are not subject to the same extensive regulations that govern us. As a result, these non-bank competitors have advantages over us in providing certain services. This competition may reduce or limit our margins and our market share and may adversely affect our results of operations and financial condition.

• The costs of being a public bank holding company are proportionately higher for small companies like us. The U.S. Patriot Act, the Bank Secrecy Act and the Sarbanes-Oxley Act of 2002 and related regulations of the Securities and Exchange Commission have increased the scope, complexity and cost of corporate governance, reporting and disclosure practices. Many of these regulations are or will become applicable to our company. As a result, we have experienced and expect to continue to incur increased compliance costs, including costs related to implementing, maintaining and

11

periodically assessing and evaluating our internal controls and the pending requirement that our independent auditors attest to and report on management’s assessment of internal controls. These necessary compliance costs are proportionately higher for a company of our size and will affect our profitability more than that of some of our larger competitors.

• Our ability to operate profitably may be affected by our ability to implement technologies into our operations. The market for financial services, including banking services and consumer finance services, is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, Internet-based banking and telebanking. Our ability to compete successfully in our market may be affected by the extent to which we are able to utilize technological changes. If we are not able to implement new technologies at a cost that is reasonable and appropriate for a bank of our size, properly or timely anticipate them, or properly train our staff to use them, our business, financial condition or operating results could be adversely affected.

• There is a limited trading market for our common stock; it may be difficult to sell our shares after you have purchased them. The trading in the shares of our common stock has historically been limited. Our common stock is quoted on both the OTC Bulletin Board (“OTCBB”) and the Pink Sheets over-the-counter markets. Trading on the OTCBB and Pink Sheets is more limited than on the national exchanges such as the New York Stock Exchange or NASDAQ, so there is, and likely will continue to be, a limited trading market for our stock. Even if a more active market for our stock develops, there can be no assurance that it will continue, or that you will be able to sell your shares at the desired price.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company is a smaller reporting company and thus is not required to provide the information specified by Item 1B in this Form 10-K.

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ITEM 2. DESCRIPTION OF PROPERTY

At December 31, 2008, the Bank operated from seven locations:

Office Location	Type of Facility	Owned/ Leased	Approximate Square Footage
150 Granby Street, Suite 175, Norfolk, Virginia	Retail Banking Office	Leased	3,739 sq. ft
150 Granby Street, Suite 150, Norfolk, Virginia	Corporate Headquarters (Executive, Commercial Loans and Loan Administration)	Leased	8,403 sq. ft.
841 North Military Highway, Norfolk, Virginia	Retail Banking Office and Real Estate Finance	Owned	6,250 sq. ft.
815 Colley Avenue, Norfolk, Virginia	Retail Banking Office	Owned	3,000 sq. ft.
735 East Ocean View Avenue, Norfolk, Virginia	Retail Banking Office	Owned	3,000 sq. ft.
601 Lynnhaven Parkway, Virginia Beach, Virginia	Retail Banking Office	Owned	3,165 sq. ft.
1450 South Military Highway, Chesapeake, Virginia	Operations Center	Leased	11,119 sq. ft.

The Company’s operations center at 1450 South Military Highway is being consolidated with the Company’s corporate headquarters and its North Military Highway office. There are two separate leases for the South Military Highway location, which leases will terminate in February and July 2009.

In January 2009, the Bank opened its new retail banking office at 1756 Laskin Road, in the Hilltop section of Virginia Beach. The office is owned by the Company and consists of approximately 5,640 square feet.

We believe that all of our properties are adequately covered by insurance, are in good operating condition (ordinary wear and tear excepted) and are adequate and suitable for the ordinary and regular conduct of our business.

ITEM 3. LEGAL PROCEEDINGS

At the date of this Form 10-K, the Company is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material effect on the Company’s results of operations or financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is currently quoted on the OTC Bulletin Board and Pink Sheets over-the-counter markets under the symbol “HBKS.” During 2007 through November 18, 2007, the Company’s common stock was quoted solely on the Pink Sheets over-the-counter securities market under the symbol “HBKS.PK.” The following table sets forth the high and low closing sales price for our common stock, as reported by the OTC Bulletin Board or Pink Sheets (as applicable), by calendar quarter for 2008 and 2007. These quotations represent inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	HIGH		LOW
2008
Fourth Quarter	$	12.25	$	8.00
Third Quarter		13.50		10.00
Second Quarter		13.50		11.00
First Quarter		12.50		10.55
2007
Fourth Quarter	$	25.00	$	11.00
Third Quarter		15.70		11.25
Second Quarter		16.10		15.00
First Quarter		17.00		15.50

Holders of Stock

At December 31, 2008, there were approximately 908 holders of record of the 2,279,252 outstanding shares of the Company’s common stock.

Dividends

The Company’s Board of Directors determines whether to declare dividends and the amount of such dividends. Determinations by the Board take into account the Company’s financial condition, results of operations, capital requirements, general business conditions and other relevant factors, including applicable law, and the Company’s dividend policy may change from time to time at the discretion of the Board of Directors depending on such factors. The Company’s principal source of funds for cash dividends are the dividends paid to the Company by the Bank. The Company declared cash dividends of $0.24 per share, in aggregate, in each of 2008 and 2007. Regulatory restrictions on the payment of dividends by both the Bank to the Company and the Company to its shareholders are discussed above in Item 1, “Description of Business—Supervision and Regulation,” and described in Note 17 to the Consolidated Financial Statements under “Financial Statements.”

Recent Sales of Unregistered Securities

No securities were sold by the Company within the past three years that were not registered under the Securities Act that were not previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

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Equity Compensation Plan Information

The Company makes grants of options to purchase common stock of the Company pursuant to its stock option plans. Information regarding the Company’s outstanding executive compensation plans as of December 31, 2008 is set forth in the following table:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Security Holders (1)	295,000	$	14.10	50,000
Equity Compensation Plans Not Approved by Security Holders	—		—	—
Total	295,000	$	14.10	50,000

(1) On December 28, 2006, at the Company’s Combined 2005 and 2006 Annual Meeting of Shareholders, the Company’s shareholders approved the Heritage 2006 Equity Incentive Plan (“2006 Incentive Plan”), which authorizes the grant of stock options, stock appreciation rights, restricted stock and certain other equity awards with respect to not more than 250,000 shares of the Company’s common stock. The Company’s ability to issue new awards under its 1987 Stock Option Plan and 1999 Stock Option Plan was terminated concurrently with approval of the 2006 Incentive Plan.

Repurchases of Equity Securities by Issuer and Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATA

The Company is a smaller reporting company and thus is not required to provide the information specified by Item 6 in this Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is intended to assist readers in the understanding and evaluation of the financial condition and results of operations of Heritage Bankshares, Inc. It should be read in conjunction with the audited consolidated financial statements and accompanying notes included in this annual report on Form 10-K and the supplemental financial data appearing throughout this discussion and analysis.

Overview

The Company, through the Bank, engages in a general community and commercial banking business, targeting the banking needs of individuals and small to medium sized businesses in its primary service area. The principal business of the Company is to attract deposits and to lend or invest those deposits on profitable terms. These deposits are in varied forms of both demand and time accounts including checking accounts, interest checking, money market accounts, savings accounts, certificates of deposit, and IRA accounts.

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The Company is involved in the construction and real estate lending market and actively extends both personal and commercial credit. Loans consist of varying terms and can be secured or unsecured. Loans to individuals are for personal, household, and family purposes. Loans to businesses are for such purposes as working capital, plant expansion, and equipment purchases.

Critical Accounting Policies

The preparation of the Company’s consolidated financial statements and accompanying notes are governed by accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to use judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. While we believe our judgments, estimates and assumptions are reasonable under the circumstances, actual results may differ materially under different conditions, or using different assumptions.

The Company believes its critical accounting policies are those that are particularly sensitive in terms of judgments and the extent to which estimates are used, and include the valuation of the allowance for loan losses, the impairment of loans, financial investments and other accounts, the deferral of loan fees and direct loan origination costs, and accounting for income taxes.

Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb estimated credit losses on existing loans. If judgments and assumptions were to differ significantly from those used by management to estimate the allowance, the allowance for loan losses and the provision for loan losses on the income statement could be impacted materially. In addition, the allowance for loan losses is subject to review by various regulators who conduct examinations of the allowance for loan losses and may require adjustments to the allowance based upon the regulators’ assessment regarding its adequacy and the methodology used. (For further discussion of the Company’s allowance for loan losses, see “Lending Activities – Allowance for Loan Losses” located in Management’s Discussion and Analysis below.)

Impairment of Loans. A loan is considered impaired when it is probable that the Company will be unable to collect all interest and principal payments due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral dependent. A valuation allowance is maintained to the extent that the measure of the impaired loan is less than the recorded investment.

Impairment of Financial Investments and Other Accounts. Impairment of investment securities, other equity investments, and other asset accounts results in a write-down that must be included in net income when fair value of the asset declines below cost and is other-than-temporary. The fair values of these investments and other assets are subject to change, as they are influenced by market conditions and management decisions.

Deferral of Loan Fees and Origination Costs. SFAS No. 91, “Accounting for Non-Refundable Fees and Costs Associated with Originating or Acquiring Loans and Indirect Costs of Leases,” generally requires that loan fees and direct loan origination costs be deferred and recognized as an adjustment to the loan’s yield. While the amount of fees to be deferred is generally apparent in the origination of a loan, the Company utilizes estimates to determine the amount of deferred direct origination costs, especially payroll costs, that are attributable to the loan origination process. Management’s estimates of the amount of costs associated with successful loan origination activities are reviewed and updated annually.

Accounting for Income Taxes. The determination of the Company’s effective tax rate requires judgment. In the ordinary course of business, there are transactions and calculations for which the ultimate tax outcomes are uncertain. In addition, the Company’s tax returns are subject to audit by various tax authorities. Although we believe our estimates are reasonable, there can be no assurance that the final tax outcome will not be materially different than that which is reflected in the income tax provision and accrual.

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Selected Financial Ratios

The information presented below is derived in part from the audited consolidated financial statements and notes thereto of the Company, which appear elsewhere in this annual report on Form 10-K (see Item 8, “Financial Statements,” below). This information should be read in conjunction with the Company’s consolidated financial statements.

	FOR THE YEARS ENDED DECEMBER 31,
	2008		2007		2006
Return on average assets (1)	0.30	%	0.42	%	0.09	%
Return on average equity (2)	2.71	%	3.74	%	1.03	%
Average equity to average assets (3)	10.90	%	11.36	%	8.36	%
Dividend payout ratio (4)	80.00	%	60.00	%	240.00	%

(1) Net income divided by average total assets.

(2) Net income divided by average equity.

(3) Average equity divided by average total assets.

(4) Represents dividends declared per share divided by basic net income per share.

Financial Condition of the Company

Total Assets. The Company’s total assets increased by $44.3 million, or 20.0%, from $221.2 million at December 31, 2007 to $265.5 million at the end of 2008.

Federal Funds Sold and Investment Securities. Total federal funds sold and investment securities increased by $21.1 million, from $47.7 million at December 31, 2007 to $68.8 million at December 31, 2008, primarily attributable to an increase in mortgage-backed security balances. During the fourth quarter of 2008, the Company purchased $27.9 million of FNMA and FHLMC mortgage-backed securities, including $15.8 million that settled in January 2009 and are reflected on the balance sheet included at Item 8, “Financial Statements and Supplementary Data”, as pending settlement at December 31, 2008. At December 31, 2008, the Company’s $60.7 million balance of available for sale securities consisted of $2.3 million of balloon and $58.4 million of new and seasoned ten-year fully amortizing FNMA and FHLMC mortgage backed securities.

Loans. Loans held for investment at December 31, 2008 were $176.6 million, which represents an increase of $22.7 million, or 14.8%, from the loan balance of $153.9 million at December 31, 2007.

Asset Quality. The Company’s total nonperforming assets were $218,000, or 0.08% of assets, at December 31, 2008, compared to $163,000, or 0.07% of assets, at December 31, 2007. The increase was attributable to an increase of $178,000 in the balance of other real estate owned, partially offset by a $122,000 decrease in nonperforming loans.

Deposits. Total year-end deposits increased by $29.8 million, or 16.0%, from $186.0 million at December 31, 2007 to $215.8 million at December 31, 2008. Core deposits, which are comprised of noninterest-bearing, money market, NOW and savings deposits, increased by $28.7 million, or 21.4%, from $134.4 million at December 31, 2007 to $163.1 million at December 31, 2008. Certificate of deposit balances also increased by $1.1 million between the two twelve-month periods.

Average total deposits increased by $7.7 million, or 4.1%, from $188.5 million during the twelve months ended December 31, 2007 to $196.2 million during the twelve months ended December 31, 2008. Average core deposits increased by $11.2 million, offset by a $3.5 million decrease in the average balance of certificates of deposit, between the comparable twelve-month periods.

Borrowed Funds. Borrowed funds decreased by $2.0 million, from $8.2 million at December 31, 2007 to $6.2 million at December 31, 2008, attributable to a decrease in the balance of FHLB advances.

Other Liabilities. The Company’s $17.3 million balance of other liabilities at December 31, 2008 includes $15.8 million reflecting the January 2009 settlement of the mortgage-backed securities purchase as described above. The Company funded the settlement with a combination of deposits and FHLB advances.

Capital. Stockholders’ equity increased by $761,000, or 3.0%, from $25.1 million at December 31, 2007 to $25.9 million at December 31, 2008. Stockholders’ equity increased primarily as a result of increases in retained earnings, additional paid-in capital related to stock-based compensation, and in accumulated after-tax comprehensive income attributable to an increase in the market value of the Company’s available-for-sale investment securities portfolio.

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Net Interest Income

Like most financial institutions, the primary component of earnings for the Company is net interest income. Net interest income is the difference between interest income, primarily from loan and investment securities portfolios, and interest expense, primarily on customer deposits and borrowings. Changes in net interest income result from changes in volume, spread and margin. For purposes of determining such changes in net interest income, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as levels of noninterest-bearing liabilities. During the years ended December 31, 2008 and 2007, average interest-earning assets were $214.4 million and $201.3 million, respectively. During these same years, the Company’s net interest margins were 3.74% and 3.72%, respectively.

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Average Balances and Average Rates Earned and Paid. The following table sets forth for the Company, for the periods indicated, information with regard to average balances of assets and liabilities, as well as the total dollar amounts of interest income from interest-earning assets and interest expense on interest-bearing liabilities, resultant yields or costs, net interest income, net interest spread, net interest margin and ratio of average interest-earning assets to average interest-bearing liabilities. In preparing the table, nonaccrual loans are included in the average loan balance.

	YEAR ENDED DECEMBER 31, 2008							YEAR ENDED DECEMBER 31, 2007							YEAR ENDED DECEMBER 31, 2006
	Average Balance (1)			Interest		Yield/ Cost		Average Balance (1)			Interest		Yield/ Cost		Average Balance (1)			Interest		Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets (2)
Loans (2) (3)	$	167,596		$	9,848	5.86	%	$	145,088		$	9,963	6.87	%	$	136,779		$	9,677	7.08	%
Investment securities-taxable		36,377			1,663	4.57	%		37,633			1,888	5.01	%		15,022			651	4.29	%
Investment securities-non-taxable (2)		765			33	4.28	%		1,157			50	4.33	%		1,128			49	4.34	%
FHLB and Federal Reserve Stock		1,054			47	4.48	%		733			44	5.98	%		830			48	5.74	%
Federal funds sold		8,008			143	1.76	%		16,391			817	4.91	%		40,876			2,007	4.84	%
Other interest income		563			7	1.28	%		250			12	4.77	%		67			3	4.93	%
Total interest-earning assets		214,363			11,741	5.46	%		201,252			12,774	6.34	%		194,702			12,435	6.37	%
Noninterest-earning assets
Other assets		18,828							15,421							14,776
Total assets	$	233,191						$	216,673						$	209,478
Interest-bearing liabilities
Money market, NOW accounts	$	88,469		$	1,419	1.60	%	$	79,698		$	2,608	3.27	%	$	66,475		$	2,033	3.06	%
Savings deposits		2,459			22	0.92	%		2,305			26	1.11	%		3,546			35	0.99	%
Certificates of deposit		52,609			2,035	3.86	%		56,121			2,565	4.57	%		66,498			2,745	4.13	%
Total interest-bearing deposits		143,537			3,476	2.42	%		138,124			5,199	3.76	%		136,519			4,813	3.53	%
Other borrowings		9,147			236	2.54	%		1,922			81	4.21	%		11,600			563	4.84	%
Total interest-bearing liabilities		152,684			3,712	2.43	%		140,046			5,280	3.77	%		148,119			5,376	3.63	%
Noninterest-bearing liabilities
Demand deposits		52,660							50,370							42,128
Other liabilities		2,418							1,646							1,723
Total liabilities		207,762							192,062							191,970
Stockholders’ equity	$	25,429						$	24,611						$	17,508
Total liabilities and Stockholders’ equity	$	233,191						$	216,673						$	209,478
Net interest income and interest rate spread					8,029	3.03	%				$	7,494	2.57	%				$	7,059	2.74	%
Net interest margin						3.74	%						3.72	%						3.63	%
Ratio of average interest-earning assets to average interest-bearing liabilities		140.40	%						143.70	%						131.45	%

(1) The calculations are based on daily average balances. Certain reclassification and yield calculations have been made to 2006 to conform that year to the 2007 and 2008 presentation.

(2) Yields on tax-free loans and investments have not been adjusted for tax equivalency.

(3) For the purposes of these computations, nonaccruing loans are included in the average loan balances.

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Rate/Volume Analysis

The following table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in volume multiplied by the prior period’s rate), (ii) changes attributable to rate (changes in rate multiplied by the prior period’s volume), and (iii) net change (the sum of the previous columns). The change attributable to both rate and volume (changes in rate multiplied by changes in volume) has been allocated equally to both the changes attributable to volume and the changes attributable to rate.

	Year Ended December 31, 2008 vs. 2007 Increase (Decrease) Due to									Year Ended December 31, 2007 vs. 2006 Increase (Decrease) Due to
	Volume			Rate			Total			Volume			Rate			Total
	(Dollars in Thousands)
Interest income
Loans	$	1,443		$	(1,558	)	$	(115	)	$	576		$	(290	)	$	286
Investment securities taxable		(64	)		(161	)		(225	)		1,112			125			1,237
Investment securities non-taxable		(16	)		(1	)		(17	)		1			—			1
FHLB & FRB stock		16			(13	)		3			(6	)		2			(4	)
Federal funds sold		(299	)		(375	)		(674	)		(1,219	)		29			(1,190	)
Other interest income		9			(14	)		(5	)		9			—			9
Total interest income		1,089			(2,122	)		(1,033	)		473			(134	)		339
Interest expense
Deposits:
Money Market/NOW accounts		261			(1,451	)		(1,190	)		425			150			575
Savings deposits		2			(5	)		(3	)		(13	)		4			(9	)
Certificates of deposit		(152	)		(378	)		(530	)		(456	)		276			(180	)
Borrowings		198			(43	)		155			(509	)		27			(482	)
Total interest expense		309			(1,877	)		(1,568	)		(553	)		457			(96	)
Net interest income Increase (decrease)	$	780		$	(245	)	$	535		$	1,026		$	(591	)	$	435

Comparison of Operating Results for the Twelve Months Ended December 31, 2008 and 2007

Overview. The Company’s pre-tax income was $1.1 million for the year ended December 31, 2008 as compared to $1.4 million in 2007, a decrease of $320,000. During 2008, net interest income increased by $535,000, the provision for loan losses increased by $348,000, noninterest income decreased by $530,000, and noninterest expense decreased by $23,000. Net income, after tax, in 2008 was $688,000, representing a decrease of $232,000 compared to after-tax income of $920,000 in 2007. Diluted earnings per share decreased by $0.10, from $0.40 per share in 2007 to $0.30 per share in 2008.

Net Interest Income. Even as interest rates declined during 2008, the Company’s net interest income, before provision for loan losses, increased by $535,000. This increase resulted from a $1.6 million decrease in interest expense that was partially offset by a $1.0 million decrease in interest income, as compared to 2007. The increase in net interest income was attributable primarily to a 46 basis point increase in interest rate spread and a $13.1 million increase in interest-earning assets. The average cost of the Company’s interest-bearing liabilities decreased by 134 basis points, from 3.77% in 2007 to 2.43% in 2008. This decrease exceeded the decline of 88 basis points in the average yield of interest-earning assets, from 6.34% in 2007 to 5.46% in 2008.

Interest on loans decreased by $115,000, or 1.2%, from $10.0 million in 2007 to $9.9 million in 2008. This decrease was attributable to a decrease in the yield on the Company’s loan portfolio from 6.87% in 2007 to 5.86% in 2008, partially offset by a $22.5 million increase in the average balance of loans.

Interest on investment securities decreased by $242,000 in 2008 as compared to 2007. This decrease resulted primarily from a decrease in year-over-year average yield from 4.99% to 4.56%, as well as a $1.7 million decrease in the average balance of the portfolio, from $38.8 million in 2007 to $37.1 million in 2008. Interest on federal funds sold decreased by $674,000 in 2008, attributable to both a decrease in the average balance from $16.4 million in 2007 to $8.0 million in 2008, and a decrease in the average yield from 4.91% in 2007 to 1.76% in 2008.

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The Company’s interest expense in 2008 decreased by $1.6 million, from $5.3 million in 2007 to $3.7 million in 2008. Although our average balance of interest-bearing deposits increased by $5.4 million in 2008, interest paid on deposits decreased by $1.7 million, resulting from a decrease in the average cost of interest-bearing deposits from 3.76% in 2007 to 2.42% in 2008. Interest paid on borrowed funds increased by $155,000, from $81,000 in 2007 to $236,000 in 2008, as the $7.2 million increase in the average balance of borrowed funds more than offset the decrease in the cost of borrowings from 4.21% in 2007 to 2.54% in 2008.

Provision for Loan Losses. The Company’s provision for loan losses increased by $348,000, from $105,000 in 2007 to $453,000 in 2008. The increase in the provision for loan losses in 2008 was largely a result of $201,000 in net charge-offs incurred during the year.

Noninterest Income. Total noninterest income decreased by $530,000, from $1.9 million in 2007 to $1.4 million in 2008:

• Gains on the sale of fixed assets decreased by $524,000 in 2008, primarily due to the Bank’s sale of its former Plume Street office in 2007, which resulted in a gain of $526,000 that did not recur in 2008.

• The Company similarly recorded non-recurring income of $345,000 in 2007, resulting from payment received in connection with a settlement with a former professional services provider.

• Service charges on deposit accounts decreased by $91,000, from $506,000 in 2007 to $415,000 in 2008, due primarily to a decrease in non-sufficient fund checking fees.

• Gains on the sale of mortgage loans held for sale decreased by $28,000, from $120,000 in 2007 to $92,000 in 2008, due to reduced mortgage loan origination volume.

• Net gains on the sale of investment securities increased by $517,000, from $1,000 in 2007 to $518,000 in 2008. As previously reported, in July 2008 the Company sold approximately $28.5 million of FNMA and FHLMC balloon mortgage-backed securities in light of management concerns surrounding the financial viability of FNMA and FHLMC prior to their being placed in conservatorship.

Noninterest Expense. Total noninterest expense was $8.0 million in 2008, essentially unchanged from 2007:

• Compensation expense and professional fees decreased by $90,000 and $91,000, respectively, from 2007 to 2008.

• Courier expense increased by $141,000 from 2007 to 2008. The Company moved its courier operations in-house in late 2008 and, as a result, we expect that courier expense will decrease in 2009.

• Expenses for taxes and licenses increased by $53,000 from 2007 to 2008, primarily due an increase in state franchise tax expense.

Income Taxes. The Company’s income tax expense for the year ended December 31, 2008 was $391,000 compared to $479,000 for 2007, which represented effective tax rates of 36.2% and 34.3%, respectively.

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The following tables set forth, for the periods indicated, components of noninterest income and noninterest expense:

	Years Ended December 31,
	2008		2007
Noninterest income
Service charges on deposit accounts	$	415,093	$	505,615
Gains on sale of fixed assets		6,030		529,530
Settlement from former professional services provider		—		345,000
Gains on sale of loans, net		91,533		120,215
Income from bank-owned life insurance, net		20,270		21,008
Late charges and other fees on loans		51,732		66,030
Credit card interchange fees		37,312		35,707
ATM fees		123,584		129,989
Merchant discount fees		50,268		46,445
Gain on sale of other real estate owned		36,702		—
Net gain on sale of securities		518,148		1,170
Other		97,179		177,635
Total noninterest income	$	1,447,851	$	1,978,344

	Years Ended December 31,
	2008		2007
Noninterest expense
Compensation	$	4,088,588	$	4,179,058
Data processing		527,317		519,427
Occupancy		798,033		780,143
Furniture and equipment		554,504		531,452
Taxes and licenses		269,586		217,300
Professional fees		346,701		438,592
ATM transaction		108,444		122,343
Credit card		3,780		(59	)
Stationery and supplies		78,954		130,417
Telephone		101,363		119,439
Postage		74,678		70,563
Courier		262,802		121,331
Marketing		118,758		138,239
Service bureau expense		93,934		66,775
Insurance expense		46,717		46,287
Travel		28,157		24,261
Shareholder		38,765		43,513
Training		15,960		17,816
Loan servicing		20,779		36,357
FDIC insurance		96,277		64,508
Loss on disposal or impairment of fixed assets		69,778		66,351
Other miscellaneous		201,160		234,116
Total noninterest expense	$	7,945,035	$	7,968,229

Lending Activities

Loans held for investment, net of allowance for loan losses and unearned fees and costs, at December 31, 2008 were $176.6 million compared with $153.9 million at December 31, 2007, an increase of $22.7 million or 14.8%, primarily attributable to a $16.1 million increase in loans secured by real estate. As a percentage of average earning assets, average loans were 78.2% at December 31, 2008, and 72.1% at December 31, 2007.

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General. The Bank engages in a wide range of lending activities, which include the origination, primarily in the Bank’s market area, of (1) commercial business loans, (2) commercial real estate loans, (3) construction loans, (4) land acquisition and development loans, and (5) home equity, consumer and residential mortgage loans.

Commencing in early 2005, the Bank has taken a number of steps, such as the recruitment of highly knowledgeable and experienced lending officers, the introduction of centralized loan processing, the implementation of new underwriting and documentation requirements and the regular utilization of the loan committee process, to improve the underwriting, documentation, and administration of the Bank’s loan portfolio. The discussion in this section relates to the lending practices utilized by the Bank since early 2005.

Loan Policy. The Bank’s Loan Policy provides general guidance on underwriting of loans, risk management, credit approval, loan administration and problem asset management. The Policy is designed to help ensure that loan growth is accompanied by acceptable asset quality with uniform and consistently applied approval, administration, and documentation practices and standards.

Commercial Business Lending. The Bank actively solicits commercial business loans of all types. Commercial business loans include revolving lines of credit to provide working capital, term loans to finance the purchase of vehicles and equipment, letters of credit to guarantee payment and performance, and other loans to assist businesses in cash management or growth opportunities.

Revolving lines of credit are typically secured by various assets of the borrower, provide for the acceleration of repayment upon any event of default, are monitored monthly or quarterly to ensure compliance with loan covenants, when appropriate, and are re-underwritten annually before renewal. Interest rates on revolving lines of credit generally are variable. Term loans are generally advanced for the purchase of, and are secured by, vehicles and equipment and are normally fully amortized over a term of two to five years, on either a fixed or variable rate basis. In general, these credit facilities carry the unconditional guarantees of the owners and/or stockholders of the borrower.

Commercial Real Estate Lending. The Bank’s commercial real estate loans are primarily secured by real property and the income arising from such property. The proceeds of commercial real estate loans are generally used by the borrower to finance or refinance the cost of acquiring and/or improving a commercial property. The properties that typically secure these loans are office and warehouse facilities, retail facilities, and other commercial properties. In addition, the Bank will on a more limited basis make loans secured by special purpose facilities such as hotels, mini-storage warehouses and manufacturing facilities. The Bank actively seeks to make commercial real estate loans to borrowers who will occupy or use the financed property in connection with their normal business operations. The Bank also makes commercial real estate loans for other purposes if the borrower is in strong financial condition and presents a substantial business opportunity for the Bank or if the borrower is creditworthy and has substantially leased or pre-leased the improvements to tenants acceptable to the Bank.

The Bank’s commercial real estate loans are usually amortized over a period of time ranging from 15 years to 25 years and usually have a term to maturity ranging from five years to 15 years. These loans normally include provisions for interest rate adjustments after the loan is three to five years old. The Bank’s maximum loan-to-value ratio for a commercial real estate loan is 85%; however, this maximum can be waived for particularly strong borrowers on an exception basis. Most commercial real estate loans are further secured by one or more unconditional personal guarantees.

The Bank structures some of its commercial real estate loans as mini-permanent loans. The amortization period, term and interest rates for these loans vary based on borrower preferences and the Bank’s assessment of the loan and the degree of risk involved. If the borrower prefers a fixed rate of interest, the Bank usually offers a loan with a fixed rate of interest for a term of three to five years with an amortization period of up to 25 years and the remaining balance of the loan due and payable in a single balloon payment at the end of the initial term. If the borrower prefers a variable or floating rate of interest, the Bank usually offers a loan with a variable interest rate tied to a readily recognizable index, such as the Bank’s prime rate, for a term of three to five years with an amortization period of up to 25 years and the remaining balance of the loan due and payable in a single balloon payment at the end of the initial term.

Loans secured by commercial real estate are generally larger and involve a greater degree of risk than residential mortgage loans. Because payments on loans secured by commercial real estate are usually dependent on successful operation or management of the properties securing such loans, repayment of such loans is subject to changes in both general and local economic conditions and the borrower’s business and income. As a result, events beyond the control of the Bank, such as a downturn in the local economy, could adversely affect the performance of the Bank’s commercial real estate loan portfolio. The Bank seeks to minimize these risks by lending to established customers or experienced real estate developers and generally restricting its commercial real estate loans to its primary market area. Emphasis is placed on the income producing characteristics and repayment capacity of the collateral.

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Construction Lending. The Bank has an active construction lending program. The Bank makes loans primarily for the construction of one-to-four family residences and, to a lesser extent, multi-family dwellings. The Bank also makes construction loans for office and warehouse facilities and other nonresidential projects, generally limited to borrowers who are owner-occupants or who present other business opportunities for the Bank.

The amounts, interest rates and terms for construction loans vary, depending upon market conditions, the size and complexity of the project, and the financial strength of the borrower and any guarantors of the loan. The term for the Bank’s typical construction loan ranges from nine months to 15 months for the construction of an individual residence and from 15 months to a maximum of three years for larger residential or commercial projects. The Bank does not typically amortize its construction loans, and the borrower pays interest monthly on the outstanding principal balance of the loan. The Bank’s construction loans generally have a floating or variable rate of interest but occasionally have a fixed interest rate. The Bank does not generally finance the construction of commercial real estate projects built on a purely speculative basis. For residential builder loans, the Bank limits the number of models and/or speculative units allowed depending on market conditions, the builder’s financial strength and track record and other factors. Generally, the maximum loan-to-value ratio for one-to-four family residential construction loans is 80% of the property’s fair market value, or 85% of the property’s fair market value if the property will be the borrower’s primary residence. The fair market value of a project is determined on the basis of an appraisal of the project usually conducted by an independent, outside appraiser acceptable to the Bank or an internal evaluation when permitted under the Bank’s policies and regulatory guidelines. For larger projects, where unit absorption or leasing is a concern, the Bank may also obtain a feasibility study or other acceptable information from the borrower or other sources about the likely disposition of the property following the completion of construction.

Construction loans for nonresidential projects and multi-unit residential projects are generally larger and involve a greater degree of risk to the Bank than residential mortgage loans. The Bank attempts to minimize such risks by (1) making construction loans in accordance with the Bank’s underwriting standards to established customers or experienced real estate developers in its primary market area and (2) monitoring the quality, progress and cost of construction. The maximum loan-to-value ratio established by the Bank for non-residential construction projects and multi-unit residential construction projects is 80%; however, this maximum can be waived for particularly strong borrowers on an exception basis.

Land Acquisition and Development Lending. Land acquisition and development loans are made to builders and developers for the purpose of acquiring unimproved land to be developed for residential building sites, residential housing subdivisions, multi-family dwellings and a variety of commercial uses. The Bank generally does not make land acquisition and development loans for commercial developments but does make such loans for borrowers seeking to build owner-occupied facilities on the subject land.

The Bank underwrites and processes land acquisition and development loans in much the same manner as commercial construction loans and commercial real estate loans. For residential land acquisition and development loans, the Bank uses a lower loan-to-value ratio, which is a maximum of 65% for unimproved land and 75% of the appraised value of the developed lots as determined in accordance with the Bank’s appraisal policies for developed lots for single-family or townhouse construction and discounted, when appropriate, to reflect absorption periods in excess of one year. The Bank can waive the maximum loan-to-value ratio for particularly strong borrowers on an exception basis. The term of land acquisition and development loans ranges from a maximum of two years for loans relating to the acquisition of unimproved land to, generally, a maximum of three years for other types of projects. All land acquisition and development loans generally are further secured by one or more unconditional personal guarantees. Because these loans are usually larger in amount and involve more risk than individual lot loans, the Bank carefully evaluates the borrower’s assumptions and projections about market conditions and absorption rates in the community in which the property is located and the borrower’s ability to carry the loan if the borrower’s assumptions prove inaccurate.

Home Equity and Consumer Lending and Residential Mortgage Lending. The Bank offers its customers home equity lines of credit and home equity loans that enable customers to borrow funds secured by the equity in their homes. Home equity lines of credit are offered with adjustable rates of interest on an open-end revolving basis. Home equity loans are offered with fixed rates for a fixed period of time, usually between five and 15 years. Home equity lines of credit and home equity loans are secured by liens on personal residences and generally do not present as much risk to the Bank as other types of consumer loans.

The Bank offers a variety of consumer loans, including automobile loans, personal secured and unsecured loans, credit card loans, loans secured by savings accounts or certificates of deposit, and loans to purchase residential lots for the later construction of owner-occupied residences. The shorter terms and generally higher interest rates on consumer loans help the Bank maintain a profitable spread between its average loan yield and its cost of funds. Consumer loans secured by collateral other than a personal residence generally involve more credit risk than residential mortgage loans because of the type and nature of the collateral or, in certain cases, the absence of collateral. However, the Bank believes the higher yields generally earned on such loans compensate for the increased credit risk associated with such loans.

The Bank originates residential mortgage loans secured by properties located in its primary market area in Hampton Roads, Virginia. The Bank offers various types of residential mortgage loans in addition to traditional long-term, fixed-rate or adjustable-rate

24

mortgage loans. The Bank generally underwrites loans to be retained by the Bank on terms consistent with secondary mortgage market standards. The Bank underwrites loans to be sold to secondary market investors after closing on terms specified by the investors. Most of the Bank’s residential mortgage loans are sold to secondary market investors promptly after closing.

The following table sets forth, at the dates indicated, the Company’s loan portfolio composition by type of loan:

	At December 31,
	2008			2007			2006			2005			2004
Commercial	$	32,847,457		$	26,108,173		$	19,752,244		$	17,927,074		$	19,582,518
Real estate - mortgage		112,371,561			101,095,900			92,513,346			98,801,013			90,513,054
Real estate - construction		27,883,927			23,104,633			23,780,496			10,013,033			9,042,071
Installment and consumer		4,385,595			4,149,881			4,731,529			4,665,853			5,595,735
Total gross loans		177,488,540			154,458,587			140,777,615			131,406,973			124,733,378
Allowance for loan losses		(1,652,174	)		(1,399,875	)		(1,373,000	)		(1,335,001	)		(1,264,000	)
Unearned loan costs (fees)		725,238			791,439			713,894			348,354			59,245
Loans, net	$	176,561,604		$	153,850,151		$	140,118,509		$	130,420,326		$	123,528,623

The following table presents, at December 31, 2008, (i) the aggregate maturities of loans in the named categories of the Company’s loan portfolio and (ii) the aggregate amounts of such loans maturing after one year by fixed and variable rates:

Loan Portfolio Composition and Maturities at December 31, 2008

	Within 1 Year		After 1 Year but Within 5 Years		After 5 Years		Total		Percentage of Total Loan Portfolio
Commercial	$	13,021,287	$	15,272,352	$	4,553,818	$	32,847,457	18.51	%
Real Estate-mortgage		10,446,610		8,340,285		93,584,666		112,371,561	63.31	%
Real Estate-construction		13,380,818		13,225,409		1,277,700		27,883,927	15.71	%
Installment and consumer		1,983,019		2,116,605		285,971		4,385,595	2.47	%
	$	38,831,734	$	38,954,651	$	99,702,155	$	177,488,540	100.00	%

	Total
Loans Maturing After 1 Year
Fixed rate loans	$	29,184,448
Variable rate loans (includes loans subject to call)		109,472,358
	$	138,656,806

Allowance For Loan Losses

The Bank maintains an allowance for loan losses at a level which, in management’s judgment, is adequate to absorb estimated credit losses on existing loans. The amount of the allowance is affected by: (1) loan charge-offs, which decrease the allowance, (2) recoveries on loans previously charged-off, which increase the allowance, and (3) the provision for loan losses charged to income, which increases the allowance.

The Bank analyzes its loan portfolio through ongoing credit review processes and constructs a comprehensive allowance analysis for its loan portfolio at least quarterly. This analysis includes two basic elements: (1) specific allowances for individual loans, and (2) general allowances for loan portfolio segments, which factor in historical loan loss experience and delinquency rates for the Bank and the banking industry and numerous other environmental factors.

25

The Bank evaluates various loans individually for impairment as required by Statement of Financial Accounting Standard (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan.” An evaluation is based upon either discounted cash flows or collateral evaluations. If the evaluation shows that a particular loan is impaired, then a specific reserve is established, or a charge-off is made, for the amount of any impairment.

For loans without an individual measure of impairment, the Bank makes estimates of losses for groups of loans as required by SFAS No. 5, “Accounting for Contingencies.” As part of the loan loss reserve methodology, loans are placed into one of four major categories or segments of loans: (1) commercial and industrial loans, (2) consumer loans, (3) 1-4 family residential loans (including home equity loans and lines), and (4) multi-family and other commercial real estate loans.

The Bank then considers the impact of various bank, industry, economic and other environmental factors and documents which factors are used in the analysis.

The Bank’s allowance for loan losses is divided into four distinct portions: (1) Historical – an amount based on the Bank’s actual net charge-offs; (2) Impaired Loans – an amount for specific allocations on significant individual credits under SFAS 114; (3) Loan Segments – an amount to adjust the historical allocation for the four loan segments based on environmental factors under SFAS 5; and (4) Unallocated – an amount to reflect the imprecision inherent in these calculations.

The Company’s allowance for loan losses was $1,652,174, or 0.93% of total loans held for investment, net of unearned fees and costs, at December 31, 2008. This compares to an allowance of $1,399,875, or 0.90% of such loans, at year-end 2007 as reflected in the table below.

Management currently believes that our allowance for loan losses is adequate. However, the allowance is subject to regulatory examinations and determination as to adequacy, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance in comparison to peer banks identified by regulatory agencies. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available at the time of their examinations.

The following table sets forth, for the periods indicated, a summary of activity in the Company’s allowance for loan losses:

	At or for the Year Ended December 31,
	2008			2007			2006			2005			2004
Balance at beginning of year	$	1,399,875		$	1,373,000		$	1,335,001		$	1,264,000		$	1,186,854
Charge-offs:
Commercial		130,429			188,911			28,623			14,963			353,697
Real estate		231,370			—			—			4,093			—
Consumer		36,019			8,030			62,228			31,572			32,616
Total charge-offs		397,818			196,941			90,851			50,628			386,313
Recoveries
Commercial		186,740			106,245			42,606			80,000			—
Real estate		—			—			—			—			—
Consumer		10,607			12,927			21,982			8,619			10,459
Total recoveries		197,347			119,172			64,588			88,619			10,459
Net (recoveries) charge-offs		200,471			77,769			26,263			(37,991	)		375,854
Provision for loan losses		452,770			104,644			64,262			33,010			453,000
Balance at end of period:	$	1,652,174		$	1,399,875		$	1,373,000		$	1,335,001		$	1,264,000
Ratio of net charge-offs to average loans outstanding		0.12	%		0.05	%		0.02	%		(0.03	)%		0.33	%
Ratio of allowance for loan losses to outstanding loans held for investment, net of unearned fees and costs at end of year		0.93	%		0.90	%		0.97	%		1.01	%		1.01	%

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Breakdown of Allowance for Loan Losses by Category

The following table presents an allocation of the Company’s allowance for loan losses and the percentage of loans in each category to the total amount of loans at December 31, 2008, 2007, 2006, 2005 and 2004. The allocation presented for each year reflects an allocation methodology recommended by management in 2005 and adopted by the Company effective for the year ended December 31, 2004 and utilized in all subsequent years.

	At December 31
	2008				2007				2006				2005				2004
	Amount		Percent of Total Loans (1)		Amount		Percent of Total Loans (1)		Amount		Percent of Total Loans (1)		Amount		Percent of Total Loans (1)		Amount		Percent of Total Loans (1)
	(Dollars in Thousands)
Loan Type Allocation
Real estate – mortgage	$	991	63.31	%	$	856	65.45	%	$	812	65.72	%	$	654	75.19	%	$	551	72.56	%
Real estate – construction		246	15.71	%		188	14.96	%		18	16.89	%		15	7.62	%		4	7.25	%
Commercial		266	18.51	%		241	16.90	%		365	14.03	%		450	13.64	%		450	15.70	%
Consumer		68	2.47	%		24	2.69	%		75	3.36	%		121	3.55	%		164	4.49	%
		1,571	100.00	%		1,309	100.00	%		1,270	100.00	%		1,240	100.00	%		1,169	100.00	%
Specific problem loans		—				20				—				—				—
Unallocated		81				71				103				95				95
	$	1,652			$	1,400			$	1,373			$	1,335			$	1,264

(1) Represents total of all outstanding loans in each category as a percent of total loans outstanding.

Nonperforming Assets

The Company’s nonperforming assets include nonperforming loans (nonaccrual and restructured loans) and other real estate owned (“REO”). The Company generally does not accrue interest on loans that are 90 days or more past due and reverses all previously accrued, but uncollected, interest on loans that are placed in nonaccrual status (with the exception of credit card loans on which the Company does not accrue interest over 120 days).

REO is recorded at the lower of cost or estimated fair value as determined generally by appraisals. If the fair value of REO is less than the book value of the loan formerly secured by such REO, the fair value becomes the new cost basis of the REO, and the difference is charged against the allowance for loan losses on the date of foreclosure or completion of the appraisal. Subsequent valuations are periodically performed and valuation allowances are established if the carrying value of the real estate exceeds estimated fair value less estimated costs of sale. Other repossessed assets are carried at the lower of cost or estimated fair value as determined by independent surveys or appraisals at the time of repossession. If the fair value of the repossessed asset is less than the book value of the loan formerly secured by such repossessed asset, the difference between the book value and the fair value is charged to the allowance for loan losses on the date of repossession.

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The following table sets forth, for the date indicated, information with respect to the Company’s nonaccrual loans, restructured loans, total nonperforming loans (nonaccrual loans plus restructured loans), and total nonperforming assets:

	At December 31,
	2008			2007			2006			2005			2004
Nonaccrual loans (1)	$	30,754		$	136,650		$	169,642		$	225,934		$	648,658
Accruing loans past due 90 days or more		9,937			26,709			7,865			4,476			14,629
Total nonperforming loans		40,691			163,359			177,507			230,410			663,287
Real estate owned, net		177,500			—			—			—			297,295
Total nonperforming assets	$	218,191		$	163,359		$	177,507		$	230,410		$	960,582
Total nonperforming assets to total assets		0.08	%		0.07	%		0.08	%		0.11	%		0.62	%

(1) Includes restructured loans of $136,650 and $169,642 at December 31, 2007 and 2006, respectively. There were no restructured loans at December 31, 2008.

At December 31, 2008 the Company had approximately $3.4 million in loans that are not disclosed in the above table, but where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms. These loans may result later in being disclosed as nonaccrual, accruing but past due 90 days or more, or troubled debt restructurings.

Loans Held for Sale

There were no loans held for sale at December 31, 2008, compared to loans held for sale of $878,200 at December 31, 2007. These loans were pre-committed for sale to investors.

Investment Securities

The Company’s investment portfolio is a source of liquidity and is its second largest category of earning assets. At December 31, 2008, the portfolio included U.S. Treasury and FNMA and FHLMC mortgage-backed securities. In addition to the investment securities, the Company also invests in federal funds sold. Securities available for sale, including those pending settlement, were $60.7 million at December 31, 2008, compared with $38.1 million at December 31, 2007. There were no securities held to maturity at December 31, 2008, compared to $676,000 at December 31, 2007.

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The following table summarizes the amortized cost, gross unrealized gains and losses and the estimated fair value of securities available for sale and held to maturity for the years ended December 31, 2008, 2007 and 2006:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At December 31, 2008
Securities available for sale
U.S. Treasury Securities	$	1,761,259	$	12,493	$	3	$	1,773,749
Mortgage-backed securities		57,961,180		1,011,768		3,751		58,969,197
Total securities available for sale	$	59,722,439	$	1,024,261	$	3,754	$	60,742,946
Total securities (1)	$	59,722,439	$	1,024,261	$	3,754	$	60,742,946

(1) At December 31, 2008, the Company held no securities classified as held to maturity.

At December 31, 2007
Securities available for sale
U.S. Treasury Securities	$	999,226	$	5,614	$	—	$	1,004,840
U.S. government sponsored enterprises		5,002,563		27,137		—		5,029,700
Mortgage-backed securities		31,098,629		264,500		—		31,363,129
Obligations of states and political subdivisions		689,831		27,089		—		716,920
Total securities available for sale		37,790,249		324,340		—		38,114,589
Securities held to maturity
Mortgage-backed securities		6,512		91		—		6,603
Obligations of states and political subdivisions		469,749		10,286		—		480,035
Preferred trust securities		200,000		9,200		—		209,200
Total securities held to maturity		676,261		19,577		—		695,838
Total securities	$	38,466,510	$	343,917	$	—	$	38,810,427
At December 31, 2006
Securities available for sale
U.S. Treasury Securities	$	16,108,728	$	6,221	$	—	$	16,114,949
U.S. government sponsored enterprises		27,976,529		11,239		15,578		27,972,190
Mortgage-backed securities		135,905		631		—		136,536
Obligations of states and political subdivisions		661,387		16,445		—		677,832
Total securities available for sale		44,882,549		34,536		15,578		44,901,507
Securities held to maturity
Mortgage-backed securities		9,257		106		—		9,363
Obligations of states and political subdivisions		469,615		8,654		—		478,269
Preferred trust securities		200,000		12,000		—		212,000
Total securities held to maturity		678,872		20,760		—		699,632
Total securities	$	45,561,421	$	55,296	$	15,578	$	45,601,139

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The following table presents the contractual maturity distribution and estimated weighted average yields, based on amortized cost, of the Company’s investment securities portfolio at December 31, 2008. Actual maturities will differ from contractual maturities because mortgage-backed securities will amortize and may be prepaid prior to their contractual maturity.

	1 Year or Less				After 1 Year but through 5 Years				After 5 Years but through 10 Years				After 10 Years				Total
	Amortized Cost		Yield		Amortized Cost		Yield		Amortized Cost		Yield		Amortized Cost		Yield		Amortized Cost		Yield
U.S. Treasury Securities	$	1,761,258	2.29	%	$	—	—		$	—	—		$	—	—		$	1,761,258	2.29	%
Mortgage-backed securities		—	—			19,138,285	4.01	%		20,963,426	4.82	%		17,859,470	4.00	%		57,961,181	4.30	%
Total	$	1,761,258	2.29	%	$	19,138,285	4.01	%	$	20,963,426	4.82	%	$	17,859,470	4.00	%	$	59,722,439	4.24	%

At December 31, 2008, there were no securities of any issuer (other than FNMA and FHLMC mortgage-backed securities) that exceeded 10% of the Company’s stockholders’ equity.

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SOURCES OF FUNDS

Deposit Activities

The Company provides a range of deposit services, including noninterest-bearing checking accounts, interest-bearing checking and savings accounts, money market accounts and certificates of deposit. These accounts generally earn interest at rates established by management based on competitive market factors and management’s desire to increase or decrease certain types or maturities of deposits. The Company strives to establish customer relationships to attract core deposits in noninterest-bearing and other transactional accounts and thus to reduce its costs of funds.

The Bank’s deposit base includes large denomination certificates of deposit of $100,000 or more. These deposits represented approximately 2.2% and 3.9% of total deposits at December 31, 2008 and 2007, respectively.

The following table sets forth, for the periods indicated, the average balance outstanding and average interest rates for each major category of deposits:

	At December 31,
	2008				2007				2006
	Average Balance		Average Rate		Average Balance		Average Rate		Average Balance		Average Rate
Interest-bearing NOW, money market and savings accounts	$	90,928,206	1.59	%	$	82,003,291	3.21	%	$	70,020,852	2.95	%
Time deposits		52,609,295	3.86	%		56,120,790	4.57	%		66,498,503	4.13	%
Total interest-bearing deposits		143,537,501	2.42	%		138,124,081	3.76	%		136,519,355	3.53	%
Demand and other noninterest- bearing deposits		52,660,199	—			50,370,040	—			42,128,134	—
Total average deposits	$	196,197,700	1.77	%	$	188,494,121	2.76	%	$	178,647,489	2.69	%

The following table sets forth the amounts and maturities of certificates of deposit with balances of $100,000 or more at December 31, 2008:

Remaining maturity

Less than three months	$	545,008
Over three months through six months		1,112,825
Over six months through one year		744,251
Over twelve months		2,302,815
Total	$	4,704,899

Borrowings

As additional sources of funding, the Company utilizes unsecured credit lines from correspondent banks, advances from the Federal Home Loan Bank of Atlanta (“FHLB”) under a secured line of credit, and securities sold under agreements to repurchase which are secured transactions with customers and generally mature the day following the day sold. At December 31, 2008, borrowings included $1.2 million in securities sold under agreements to repurchase, and $5.0 million in medium-term borrowings under the FHLB secured line of credit.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity refers to the availability of sufficient funds to meet the needs of depositors, borrowers, creditors and investors and to fund operations. The Company’s primary sources of funds are customer deposits, cash, investment securities available for sale, loan repayments and borrowings. These funds are used to make loans, purchase investment securities, meet depositor withdrawals and fund operations.

Liquid assets, which include cash and due from banks, fed funds sold and nonpledged securities available for sale, totaled $51.8 million at December 31, 2008. In addition, the Bank’s funding sources at December 31, 2008 consisted of established borrowing capacity, subject to qualifying collateral availability, with the FHLB equal to 20% of the Bank’s total assets, or $49.9 million, and established federal funds lines with correspondent banks. At December 31, 2008, there was a $5.0 million outstanding balance with the FHLB and a $1,000 balance under the federal funds lines.

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Certificates of deposit that are scheduled to mature within one year totaled $47.3 million at December 31, 2008. These deposits are generally considered to be rate sensitive. While the Company’s liquidity could be impacted by a decrease in the renewals of deposits or general deposit runoff, the Company believes it has the ability to raise additional deposits by conducting deposit promotions. In the event the Company requires funds beyond its ability to generate them internally, the Company could borrow from its established lines or obtain funds through the sale of investment securities from its available for sale portfolio. Management believes the Company’s liquidity sources are sufficient to satisfy the Company’s current operational requirements and obligations. The Company maintains a high level of liquidity due to a concentration in some customer deposits, which can fluctuate significantly as depositor needs change.

Capital Resources

The Company’s capital is reflected in its stockholders’ equity, which was $25.9 million, or 9.8% of assets, at December 31, 2008, compared to $25.1 million, or 11.4% of assets, at December 31, 2007. Stockholders’ equity increased primarily as a result of increases in retained earnings, additional paid-in capital related to stock-based compensation, and in accumulated after-tax comprehensive income attributable to an increase in the market value of the Company’s available-for-sale investment securities portfolio. The Company paid aggregate dividends of $0.24 per share in each of 2008 and 2007. The dividend payout ratio was 80.0% in 2008, compared to 60.0% in 2007.

The Company’s capital continues to exceed regulatory requirements for total capital to risk weighted assets, Tier 1 capital to risk weighted assets, and Tier 1 capital to tangible assets (leverage ratio). The Company’s total capital ratio was 13.43% at December 31, 2008, compared to 14.99% at December 31, 2007; the Tier 1 capital ratio was 12.61% at December 31, 2008, compared to 14.19% at December 31, 2007; and the leverage ratio was 10.13% at December 31, 2008, compared to 11.13% at December 31, 2007. These ratios all exceed the mandated minimum requirements.

The Company will consider additional sources of capital, through the issuance of stock, debt or otherwise, as needs arise. For instance, the Company previously announced that it has received preliminary approval for a $5.7 million capital investment from the U.S. Treasury Department under the TARP Capital Purchase Program, a voluntary program designed to provide capital for healthy banks to improve the flow of funds from banks to their customers. Consummation of the investment transaction is subject to several conditions, including final approval of our participation by the Treasury, shareholder approval of an amendment to our Articles of Incorporation to authorize the preferred stock the Treasury would receive, and the negotiation and execution of definitive investment documents. Furthermore, participation in the TARP Capital Purchase Program is voluntary and we may elect not to participate even if we receive final approval from the Treasury and our shareholders approve the requisite amendment to our Articles of Incorporation. Accordingly, at this time the Company’s participation in the Program is not certain.

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The following table presents information on the Company’s and the Bank’s capital amounts and ratios as of December 31, 2008 and 2007.

(Dollars in thousands)	Actual				For Capital Adequacy Purposes				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
At December 31, 2008
Total Capital (to Risk-Weighted Assets)
Consolidated Company	$	26,865	13.43	%	$	16,000	8.0	%	$	N/A	N/A
Bank	$	26,393	13.20	%	$	15,997	8.0	%	$	19,997	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated Company	$	25,212	12.61	%	$	8,000	4.0	%	$	N/A	N/A
Bank	$	24,741	12.37	%	$	7,999	4.0	%	$	11,998	6.0	%
Tier 1 Capital (to Average Assets)
Consolidated Company	$	25,212	10.13	%	$	9,957	4.0	%	$	N/A	N/A
Bank	$	24,741	9.94	%	$	9,956	4.0	%	$	12,445	5.0	%
At December 31, 2007
Total Capital (to Risk-Weighted Assets)
Consolidated Company	$	26,310	14.99	%	$	14,043	8.0	%	$	N/A	N/A
Bank	$	25,591	14.61	%	$	14,015	8.0	%	$	17,519	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated Company	$	24,911	14.19	%	$	7,022	4.0	%	$	N/A	N/A
Bank	$	24,191	13.81	%	$	7,007	4.0	%	$	10,511	6.0	%
Tier 1 Capital (to Average Assets)
Consolidated Company	$	24,911	11.13	%	$	8,956	4.0	%	$	N/A	N/A
Bank	$	24,191	10.81	%	$	8,954	4.0	%	$	11,193	5.0	%

Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. The amount of dividends the Bank may pay to the Company, without prior approval, is limited to current year earnings plus retained net profits for the two preceding years. Loans or advances to the Company are limited to 10% of the Bank’s stockholders’ equity. For additional detail, see Item 1, “Description of Business – Supervision and Regulation,” above.

Contractual Obligations and Commitments

In the normal course of business there are various outstanding contractual obligations of the Company that will require future cash outflows. In addition, there are commitments and contingent liabilities, such as commitments to extend credit, that may or may not require future cash outflows. The following table reflects contractual obligations of the Company outstanding as of December 31, 2008.

	Payments Due by Period
Contractual Obligations	Total		On Demand Or Within 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(dollars in thousands)
Securities sold under agreements to repurchase	$	1,247	$	1,247	$	—	$	—	$	—
Other borrowings		5,001		1		5,000		—		—
Operating lease obligations		2,085		230		474		493		888
Deposits		215,782		210,451		4,812		519		—
Deferred compensation		1,023		68		135		121		699
Purchase obligations		4,221		1,740		1,651		830		—
Total contractual cash obligations	$	229,359	$	213,737	$	12,072	$	1,963	$	1,587

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The Company is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans or loans approved but not yet funded, standby letters of credit, and commitments to sell loans. These instruments involve, to varying degrees, elements of risk which have not been recognized in the Company’s consolidated balance sheets.

Loan commitments are agreements to extend credit to a customer so long as there are no violations of the terms of the contracts prior to the funding. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fee by the customer. Because certain of the commitments are expected to be withdrawn or expire unused, the total commitment amount does not necessarily represent future cash requirements. Standby letters of credit are written unconditional commitments to guarantee the performance of a customer to a third party.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Unless otherwise noted, the Company requires collateral or other security to support financial instruments with credit risk.

The following table reflects other commitments of the Company outstanding as of December 31, 2008:

Commitments to extend credit	$	42,365,456
Standby letters of credit		2,155,080
Commitments to sell loans		—
	$	44,520,536

Asset/Liability Management

The Company’s primary market risk exposure is interest rate risk. Fluctuations in interest rates will impact both the level of interest income and interest expense and the market value of the Company’s interest-earning assets and interest-bearing liabilities.

The primary goal of the Company’s asset/liability management strategy is to maximize its net interest income over time while limiting exposure to interest rate fluctuations. The Company’s ability to manage its interest rate risk depends generally on the Company’s ability to match the maturities and repricing characteristics of its assets and liabilities while taking into account the separate goals of maintaining asset quality and liquidity and achieving the desired level of net interest income. The principal variables that affect the Company’s management of its interest rate risk include the Company’s existing interest rate gap position, management’s assessment of future interest rates, the need for the Company to replace assets that may prepay before their scheduled maturities, and the withdrawal of liabilities over time.

One technique used by the Company to manage its interest rate risk exposure is the management of the Company’s interest sensitivity gap. The interest sensitivity gap is defined as the difference between the amount of interest-earning assets anticipated, based upon certain assumptions, to mature or reprice within a specific time period and the amount of interest-bearing liabilities anticipated, based upon certain assumptions, to mature or reprice within that same time period. At December 31, 2008, the Company’s one year “negative gap” (interest-bearing liabilities maturing or repricing within a period in excess of interest-earning assets repricing within the same period) was (20.2%) of total assets. Thus, during periods of rising interest rates, this implies that the Company’s net interest income would be negatively affected because the cost of the Company’s interest-bearing liabilities is likely to rise faster than the yield on its interest-earning assets. In periods of falling interest rates, the opposite effect on net interest income is likely to occur because the cost of interest-bearing liabilities likely would fall faster than the yield of interest-earning assets. The interest sensitivity gap position of the Company is a static analysis at December 31, 2008. Because many factors affect the composition of the Company’s assets and liabilities, a change in prevailing interest rates will not necessarily result in a corresponding change in net interest income that would be projected using only the interest sensitivity gap table for the Company at December 31, 2008.

The Company manages its interest rate risk by influencing the adjustable and fixed rate mix of its loans, securities, deposits and borrowings. The Company can add loans or securities with adjustable, balloon or call features, as well as fixed rate loans and mortgage securities, if the yield on such loans and securities is consistent with the Company’s asset/liability management strategy. Also, the Company can manage its interest rate risk by extending the maturity of its borrowings or selling certain assets and repaying borrowings.

Certain shortcomings are inherent in any method of analysis used to estimate a financial institution’s interest rate gap. The analysis is based at a given point in time and does not take into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, although certain assets and liabilities may have similar maturities or repricing, they may react differently to changes in market interest rates. The interest rates on certain types of assets and liabilities also may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. The interest rates on

34

loans with balloon or call features may or may not change depending on their interest rates relative to market interest rates. Additionally, certain assets, such as adjustable-rate mortgages, have features that may restrict changes in interest rates on a short-term basis and over the life of the asset.

The Company is also subject to prepayment risk, particularly in falling interest rate environments or in environments where the slope of the yield curve is relatively flat or negative. Such changes in the interest rate environment can cause substantial changes in the level of prepayments of loans and mortgage-backed securities, which may also affect the Company’s interest rate gap position.

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The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at December 31, 2008, that are subject to repricing or that mature in each of the future time periods shown. Money market, NOW, and savings deposits are assumed to be subject to immediate pricing and depositor availability and have been placed in the shortest repricing period. In making the gap table computations, none of the assumptions sometimes made regarding loan prepayment rates and deposit decay rates have been used. In addition, the table does not reflect scheduled loan principal payments. The interest rate sensitivity of the Company’s assets and liabilities illustrated in the Interest Sensitivity Analysis below would vary substantially if different assumptions were used or if actual experience differs from that indicated by the assumption used. Loans, borrowings and securities with balloon provisions, or that are subject to a call provision, are included in the period in which they balloon or may first be called. Except as stated above, the amount of assets and liabilities shown that reprice or mature during a particular period were determined in accordance with the contractual terms of the asset or liability.

Interest Sensitivity Analysis
December 31, 2008
	Three Months or Less			Over Three Months through Twelve Months			Over One Year to Three Years			Over Three Years to Five Years			Over Five Years or Non-Sensitive			Total
Interest-earning assets:
Loans (1)	$	78,113,538		$	15,733,341		$	20,474,369		$	36,785,508		$	27,076,268		$	178,183,024
Investment securities		149,999			1,623,750			2,312,647			17,102,875			39,553,675			60,742,946
Federal funds sold		8,113,693			—			—			—			—			8,113,693
Other investments		—			240,000			720,000									960,000
Federal Home Loan, Federal Reserve stock		—			—			—			—			945,500			945,500
Total interest-earning assets	$	86,377,230		$	17,597,091		$	23,507,016		$	53,888,383		$	67,575,443		$	248,945,163
Interest-bearing liabilities:
Interest-bearing deposits:
Savings accounts	$	2,753,441		$	—		$	—		$	—		$	—		$	2,753,441
Checking accounts (2)		18,826,675			—			—			—			—			18,826,675
Money market deposits		87,559,799			—			—			—			—			87,559,799
Certificates of deposit		9,947,160			37,375,245			4,811,551			519,400			—			52,653,356
Total interest-bearing deposits		119,087,075			37,375,245			4,811,551			519,400			—			161,793,271
Federal Home Loan Bank Advance		—			—			5,000,000			—			—			5,000,000
Securities sold under agreements to repurchase		1,246,536			—			—			—			—			1,246,536
Other borrowings		1,000			—			—			—			—			1,000
Total interest-bearing liabilities	$	120,334,611		$	37,375,245		$	9,811,551		$	519,400		$	—		$	168,040,807
Interest sensitivity gap	$	(33,957,381	)	$	(19,778,154	)	$	13,695,465		$	53,368,983		$	67,575,443		$	80,904,356
Cumulative interest sensitivity gap	$	(33,957,381	)	$	(53,735,535	)	$	(40,040,070	)	$	13,328,913		$	80,904,356
Cumulative interest sensitivity gap as a percentage of total assets		(12.8	)%		(20.2	)%		(15.1	)%		5.0	%		30.5	%
(1)    Excludes $30,754 of nonaccrual loans at December 31, 2008. (2)    Excludes $53,988,420 of noninterest-bearing deposits.
Total Period-End Assets	$	265,494,396

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Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). This statement permits, but does not require, entities to measure many financial instruments at fair value. The objective is to provide entities with an opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The Company adopted SPAS 159 effective January 1, 2008, but is not applying this fair value option to any instruments currently.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” (“SFAS 141(R)”) which replaces SFAS 141 SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 141(R) is effective for acquisitions by the Company taking place on or after January 1, 2009. Early adoption is prohibited. Accordingly, a calendar year-end company is required to record and disclose business combinations following existing accounting guidance until January 1, 2009. The Company will assess the impact of SFAS 141(R) if and when a future acquisition occurs.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Before this statement, limited guidance existed for reporting noncontrolling interests (minority interest). As a result, diversity in practice exists. In some cases minority interest is reported as a liability and in others it is reported in the mezzanine section between liabilities and equity. Specifically, SFAS 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financials statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interests. SFAS 160 is effective for the Company on January 1, 2009. Earlier adoption is prohibited. The Company is currently evaluating the impact, if any, the adoption of SFAS 160 will have on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities”, which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. Because companies use derivative instruments to manage certain financial risks, SFAS No. 161 is designed to provide qualitative and quantitative information to users of financial statements regarding the purpose and use of derivative instruments, how the company is accounting for these instruments, and how these derivative instruments affect the company’s financial position, performance, and cash flows. According to SFAS No. 161, disclosures of derivative instruments must be in a tabular format, must segregate the instruments as to use, must include fair values of derivative instruments, as well as their related gains or losses, and must be cross-referenced in the footnotes as to the location within the financial statements. SFAS No. 161 is effective for the Company on January 1, 2009. As of September 30, 2008, the Company carried no derivative instruments on its balance sheet and had no derivative activity during the quarter.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The FASB has stated that it does not expect SFAS 162 will result in a change in current practice. The application of SFAS 162 will have no effect on the Company’s financial position, results of operations or cash flows.

The SEC’s Office of the Chief Accountant and the staff of the FASB issued press release 2008-234 on September 30, 2008 (the “September Press Release”) to provide clarifications on fair value accounting. The September Press Release includes guidance on the use of management’s internal assumptions and the use of “market” quotes. It also reiterates the factors set forth in SEC Staff Accounting Bulletin (“SAB”) Topic 5M that should be considered when determining other-than-temporary impairment; the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer; and the intent and ability of the holder to retain its investment for a period of time sufficient to allow for any anticipated recovery in market value.

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On October 10, 2008, the FASB issued FSP SFAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP SFAS 157-3”). FSP SFAS 157-3 clarifies the application of SFAS No. 157, “Fair Value Measurements” (see Note 5), in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that asset is not active. FSP SFAS 157-3 is effective upon issuance, and covers prior periods for which financial statements have not been issued. For the Company, FSP SFAS 157-3 is effective commencing with the quarter ended September 30, 2008.

The Company considered the guidance in the September Press Release and in FSP SFAS 157-3 when conducting its review for other-than-temporary impairment as of September 30, 2008, and determined that such guidance would not result in a change to the Company’s impairment estimation techniques.

FSP EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” (the “Staff Position”), was issued in January 2009. Prior to the Staff Position, other-than-temporary impairment was determined by using either EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets” (“EITF 99-20”), or SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”), depending on the type of security. EITF 99-20 required the use of market participant assumptions regarding future cash flows regarding the probability of collecting all cash flows previously projected. SFAS 115 determined impairment to be other than temporary if it was probable that the holder would be unable to collect all amounts due according to the contractual terms. To achieve a more consistent determination of other-than-temporary impairment, the Staff Position amends EITF 99-20 to determine any other-than-temporary impairment based on the guidance in SFAS 115, allowing management to use more judgment in determining any other-than-temporary impairment. The Staff Position is effective for interim and annual reporting periods ending after December 15, 2008 and shall be applied prospectively. Retroactive application is not permitted. Management has reviewed the Company’s security portfolio and evaluated the portfolio for any other-than-temporary impairments as reflected in Note 4.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not at this time expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Off Balance Sheet Arrangements

In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk. Those financial instruments, designed to meet the financing needs of customers, include commitments to sell loans, issue standby letters of credit and otherwise extend credit. Those instruments involve both credit and interest rate risk in addition to the amount recognized on the balance sheet. The contractual amounts of these financial instruments reflect the extent of involvement in the event of nonperformance by the other party to the financial instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments, and we obtain collateral based on our credit assessment of the customer in each instance.

The Company historically sells to third-party investors substantially all of the residential mortgage loans it originates, some of whom require the repurchase of loans in the event of early default or faulty documentation. Mortgage loans and their related servicing rights are sold under agreements that define certain eligibility criteria for the mortgage loans. Recourse periods vary from 30 days up to 1 year and conditions for repurchase vary with the investor. Mortgages subject to recourse are collateralized by single-family residences and generally either have loan-to-value ratios of 80% or less or have private mortgage insurance or are insured or guaranteed by an agency of the U.S. Government. Recourse considerations are a component of our calculation of the Company’s capital adequacy. We did not make any payments under these recourse provisions in 2008 or 2007. Risks also arise from the possible inability of counterparties to meet the terms of their contracts. The Company has procedures in place to evaluate the credit risk of investors and does not expect any counterparty to fail to meet its obligations.

At December 31, 2008, the Company had no rate lock commitments to originate mortgage loans. Commitments to sell loans, where they exist, are designed to eliminate the Company’s exposure to fluctuations in interest rates in connection with rate lock commitments and loans held for sale.

Additional information related to the Company’s off-balance-sheet risk exposure is detailed in Note 16 to the accompanying consolidated financial statements.

Effects of Inflation

The effect of changing prices is typically different for financial institutions than for other companies because a financial institution’s assets and liabilities are monetary in nature. Interest rates are significantly impacted by inflation, but neither the timing nor the magnitude of the changes is directly related to price-level indices. The Company’s consolidated financial statements reflect the impact of inflation on interest rates, loan demands and deposits.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and thus is not required to provide the information specified by Item 7A in this Form 10-K.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors

Heritage Bankshares, Inc.

Norfolk, Virginia

We have audited the consolidated balance sheets of Heritage Bankshares, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Heritage Bankshares, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management’s assertion about the effectiveness of Heritage Bankshares, Inc. internal control over financial reporting as of December 31, 2008 included in the accompanying Form 10-K, Item 9A and, accordingly, we do not express an opinion thereon.

/s/ Elliott Davis LLC

Galax, Virginia

March 24, 2009

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HERITAGE BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

At December 31, 2008 and 2007

	2008		2007
ASSETS
Cash and due from banks	$	5,304,046	$	5,463,202
Federal funds sold		8,113,693		8,956,822
Cash and cash equivalents		13,417,739		14,420,024
Securities available for sale, at fair value		60,742,946		38,114,589
Securities held to maturity, at cost		—		676,261
Loans, net
Held for investment, net of allowance for loan losses of $1,652,174 and $1,399,875, respectively		176,561,604		153,850,151
Held for sale		—		878,200
Accrued interest receivable		734,821		811,644
Stock in Federal Reserve Bank, at cost		322,800		312,900
Stock in Federal Home Loan Bank of Atlanta, at cost		622,700		716,000
Premises and equipment, net		11,908,044		9,962,768
Other real estate owned		177,500		—
Other assets		1,006,242		1,503,077
Total assets	$	265,494,396	$	221,245,614
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest-bearing	$	53,988,420	$	48,390,271
Interest-bearing		161,793,271		137,624,213
Total deposits		215,781,691		186,014,484
Federal Home Loan Bank Advance		5,000,000		7,000,000
Securities sold under agreements to repurchase		1,246,536		1,130,780
Other borrowings		1,000		50,000
Accrued interest payable		236,636		320,957
Pending settlement, securities available for sale		15,846,233		—
Other liabilities		1,496,350		1,604,789
Total liabilities		239,608,446		196,121,010
Commitments and contingent liabilities
Stockholders’ equity
Common stock, $5 par value – authorized 3,000,000 shares; issued and outstanding: 2,279,252 shares at December 31, 2008; 2,278,652 shares at December 31, 2007		11,396,260		11,393,260
Additional paid-in capital		6,329,854		6,172,256
Retained earnings		7,486,301		7,345,024
Accumulated other comprehensive income, net		673,535		214,064
Total stockholders’ equity		25,885,950		25,124,604
Total liabilities and stockholders’ equity	$	265,494,396	$	221,245,614

The notes to consolidated financial statements are an integral part of these statements.

41

HERITAGE BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2008 and 2007

	2008		2007
Interest income
Loans and fees on loans	$	9,847,868	$	9,963,316
Taxable investment securities		1,662,764		1,887,600
Nontaxable investment securities		32,726		50,153
Dividends on FRB and FHLB stock		47,224		43,832
Interest on federal funds sold		142,944		816,758
Other interest income		7,228		11,917
Total interest income		11,740,754		12,773,576
Interest expense
Deposits		3,476,331		5,198,529
Borrowings		235,615		81,160
Total interest expense		3,711,946		5,279,689
Net interest income		8,028,808		7,493,887
Provision for loan losses		452,770		104,644
Net interest income after provision for loan losses		7,576,038		7,389,243
Noninterest income
Service charges on deposit accounts		415,093		505,615
Late charges and other fees on loans		51,732		66,030
Gains on sale of loans held for sale, net		91,533		120,215
Net gains on sale of investment securities		518,148		1,170
Gain on sale of fixed assets		6,030		529,530
Gain on sale of other real estate owned		36,702		—
Settlement with a former professional services provider		—		345,000
Other		328,613		410,784
Total noninterest income		1,447,851		1,978,344
Noninterest expense
Compensation		4,088,588		4,179,058
Occupancy		798,033		780,143
Furniture and equipment		554,504		531,452
Data processing		527,317		519,427
Professional fees		346,701		438,592
Taxes and licenses		269,586		217,300
Marketing		118,758		138,239
Telephone		101,363		119,439
Stationery and supplies		78,954		130,417
FDIC insurance		96,277		64,508
Loss on disposal or impairment of fixed assets		69,778		66,351
Other		895,176		783,303
Total noninterest expense		7,945,035		7,968,229
Income before provision for income taxes		1,078,854		1,399,358
Provision for income taxes		390,665		479,314
Net income	$	688,189	$	920,044
Earnings per common share
Basic	$	0.30	$	0.40
Diluted	$	0.30	$	0.40
Dividends per share	$	0.24	$	0.24
Weighted average shares outstanding – basic		2,278,849		2,278,579
Effect of dilutive stock options		15,471		15,965
Weighted average shares outstanding – assuming dilution		2,294,320		2,294,544

The notes to consolidated financial statements are an integral part of these statements

42

HERITAGE BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended December 31, 2008 and 2007

	Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance, December 31, 2006	2,277,652	$	11,388,260	$	6,031,549	$	6,971,856		$	12,513	$	24,404,178
Comprehensive income:
Net income for 2007	—		—		—		920,044			—		920,044
Change in unrealized gain on securities available-for-sale, net of tax of $103,831	—		—		—		—			201,551		201,551
Total comprehensive income												1,121,595
Exercise of stock options and related tax benefits	1,000		5,000		5,281		—			—		10,281
Equity-based compensation expense	—		—		135,426		—			—		135,426
Cash dividends ($0.24 per share)	—		—		—		(546,876	)		—		(546,876	)
Balance, December 31, 2007	2,278,652	$	11,393,260	$	6,172,256	$	7,345,024		$	214,064	$	25,124,604
Comprehensive income:
Net income for 2008	—		—		—		688,189			—		688,189
Change in unrealized gain on securities available-for-sale, net of reclassification adjustment and tax of $236,697	—		—		—		—			459,471		459,471
Total comprehensive income	—		—		—		—			—		1,147,660
Exercise of stock options and related tax benefits	600		3,000		2,319		—			—		5,319
Equity-based compensation expense	—		—		155,279		—			—		155,279
Cash dividends ($0.24 per share)							(546,912	)				(546,912	)
Balance, December 31, 2008	2,279,252	$	11,396,260	$	6,329,854	$	7,486,301		$	673,535	$	25,885,950

The notes to consolidated financial statements are an integral part of these statements.

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HERITAGE BANKSHARES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Years Ended December 31, 2008 and 2007

	2008			2007
Cash flows from operating activities:
Net Income	$	688,189		$	920,044
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan loss		452,770			104,644
Amortization of loan yield adjustments, net		414,086			475,091
Depreciation, amortization and accretion, net		371,426			(21,512	)
Stock based compensation		155,279			135,426
Exercise of stock options tax benefit		969			3,461
Lease incentive		—			242,840
Net (gains) losses on sale of:
Securities		(518,147	)		(1,170	)
Property, plant, and equipment		69,778			(529,530	)
Other assets		—			(20,480	)
Other real estate owned		(36,702	)		—
Loss on sale, disposal or impairment of long-lived assets		—			66,351
Changes in assets/liabilities, net
Decrease(Increase) in interest receivable and other assets		336,961			(479,027	)
Increase in interest payable and other liabilities		15,661,708			358,168
Decrease(Increase) in loans held for sale		878,200			(358,200	)
Net cash provided by operating activities		18,474,517			896,106
Cash flows from investing activities:
Proceeds from maturities and principal repayments of securities available for sale		18,202,267			33,611,191
Proceeds from maturities and principal repayments of securities held to maturity		105,941			2,737
Purchases of securities available for sale		(68,670,418	)		(40,822,941	)
Proceeds from sales of securities available for sale		29,228,364			14,815,500
Proceeds from sales of securities held to maturity		568,771			—
Proceeds from sale of other assets		—			73,431
Proceeds from sale of other real estate owned		552,202			—
Net increase in loans held for investment		(24,271,310	)		(14,311,377	)
Purchases of Federal Home Loan Bank stock and Federal Reserve Bank stock		(2,417,400	)		(1,125,000	)
Redemption of Federal Home Loan Bank stock		2,500,800			818,300
Purchases of premises and equipment		(2,573,450	)		(3,955,848	)
Proceeds from sales of premises and equipment		6,030			736,769
Net cash used for investing activities		(46,768,203	)		(10,157,238	)
Cash flows from financing activities:
Proceeds from exercise of stock options		4,350			6,820
Net increase(decrease) in deposits		29,767,207			(2,382,801	)
Proceeds from Federal Home Loan Bank advances		56,500,000			25,000,000
Repayments of Federal Home Loan Bank advances		(58,500,000	)		(18,000,000	)
Net increase(decrease) in securities sold under agreements to repurchase		115,756			(2,585,212	)
Proceeds from federal funds purchased		48,002,000			—
Repayment of federal funds purchased		(48,001,000	)		—
Repayments of other borrowings		(50,000	)		(5,000,000	)
Cash dividends paid		(546,912	)		(546,876	)
Net cash provided by (used for) financing activities		27,291,401			(3,508,069	)
Decrease in cash and cash equivalents		(1,002,285	)		(12,769,201	)
Cash and cash equivalents, beginning of period		14,420,024			27,189,225
Cash and cash equivalents, end of period	$	13,417,739		$	14,420,024
Supplemental disclosure:
Interest paid	$	3,796,267		$	5,335,212
Income Taxes paid	$	465,000		$	345,000
Noncash financing activities:
Transfer of loans to other real estate owned	$	1,078,000		$	—
Transfer of other real estate owned to loans	$	385,000		$	—

The notes to consolidated financial statements are an integral part of these statements.

44

HERITAGE BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Heritage Bankshares, Inc. and its wholly-owned subsidiary, Heritage Bank. All significant intercompany balances and transactions have been eliminated in consolidation.

Nature of Operations

Heritage Bankshares, Inc. (the “Company”) is a bank holding company incorporated under the laws of the Commonwealth of Virginia in 1983, and at December 31, 2008, serves as the holding company for its wholly-owned subsidiary, Heritage Bank.

Heritage Bank (the “Bank”) is a wholly-owned subsidiary of the Company and is a state banking corporation engaged in the general commercial and retail banking business. The Bank is a full-service bank conducting a general commercial and consumer banking business with its customers located throughout the Hampton Roads area of Virginia. The Bank has one wholly-owned subsidiary, Sentinel Financial Group, Inc. (“Sentinel Financial”). At December 31, 2008, Sentinel Financial owned an interest in each of Infinex Investments, Inc. (formerly Bankers Investment Group, LLC), and Bankers Insurance, LLC, providers of various insurance and investment products. The financial activities pertaining to these interests are recorded on the cost method of accounting for investments. In addition, at December 31, 2008, Sentinel Financial owned other real estate owned. This real estate is recorded at fair value.

IBV Real Estate Holdings, Inc. (“IBV”), formerly a wholly-owned subsidiary of the Company formed for the sole purpose of owning additional real estate assets acquired by the Company or the Bank, was voluntarily dissolved and terminated by the Company. The accompanying consolidated financial statements of the Company include, where applicable, the results of operations and accounts of IBV prior to its dissolution and termination in 2008.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the valuation of deferred tax assets.

Significant Group Concentrations of Credit Risk

Substantially all of the Company’s lending activities are with customers located in southeastern Virginia. Note 5 presents the Company’s lending activities. The Company invests in a variety of securities, principally obligations of the U.S., U.S. government sponsored enterprises, mortgage-backed securities and obligations of states and political subdivisions. Note 4 presents the Company’s investment activities. The Company does not have any significant concentrations of loans in any one industry or customer.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and overnight investments with Federal Home Loan Bank.

Investment Securities

Investment securities are classified in three categories and accounted for as follows:

• Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.

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• Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings.

• Debt and equity securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported as other comprehensive income, a separate component of stockholders’ equity.

Gains and losses on sales of securities are computed based on specific identification of the adjusted cost of each security and included in other income. Amortization of premiums and accretion of discounts are computed by the effective yield method and recognized in interest income.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary would result in write-downs of the individual securities to fair value. These write-downs would be included in earnings as realized losses.

Loans

Loans are reported at their principal outstanding balance net of charge-offs, deferred loan fees and costs on originated loans, unearned income, and unamortized premiums or discounts, if any, on purchased loans. Interest income is generally recognized when income is earned using the interest method. Loan origination fees and certain direct loan origination costs are deferred and the net amounts are amortized as an adjustment to yield on the respective loans.

Loans Held For Sale

Mortgage loans originated and intended for sale in the secondary market are carried at cost. Loans held for sale are pre-committed to secondary market investors and, subsequent to being closed, are held for short holding periods pending receipt of loan documents.

Allowance For Loan Losses

The Bank maintains an allowance for loan losses at a level which, in management’s judgment, is adequate to absorb estimated credit losses on existing loans. The amount of the allowance is affected by: (1) loan charge-offs, which decrease the allowance, (2) recoveries on loans previously charged-off, which increase the allowance, and (3) the provision for loan losses charged to income, which increases the allowance.

The Bank analyzes its loan portfolio through ongoing credit review processes and constructs a comprehensive allowance analysis for its loan portfolio at least quarterly. This analysis includes two basic elements: (1) specific allowances for individual loans, and (2) general allowances for loan portfolio segments, which factor in historical loan loss experience and delinquency rates for the Bank and the banking industry and numerous other environmental factors.

The Bank evaluates various loans individually for impairment as required by Statement of Financial Accounting Standard (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan.” An evaluation is based upon either discounted cash flows or collateral evaluations. If the evaluation shows that a particular loan is impaired, then a specific reserve is established, or a charge-off is made, for the amount of any impairment.

For loans without an individual measure of impairment, the Bank makes estimates of losses for groups of loans as required by SFAS No. 5, “Accounting for Contingencies.” As part of the loan loss reserve methodology, loans are placed into one of four major categories or segments of loans: (1) commercial and industrial loans, (2) consumer loans, (3) 1-4 family residential loans (including home equity loans and lines), and (4) multi-family and other commercial real estate loans.

The Bank then considers the impact of various bank, industry, economic and other environmental factors and documents which factors are used in the analysis.

The Bank’s allowance for loan losses is divided into four distinct portions: (1) Historical – an amount based on the Bank’s actual net charge-offs; (2) Impaired Loans – an amount for specific allocations on significant individual credits under SFAS 114; (3) Loan Segments – an amount to adjust the historical allocation for the four loan segments based on environmental factors under SFAS 5; and (4) Unallocated – an amount to reflect the imprecision inherent in these calculations.

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Income Recognition on Nonaccrual Loans

Loans are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well-secured and in the process of collection. If a loan or a portion of a loan is classified as doubtful, or is partially charged off, the loan is generally classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual, if repayment in full of principal and/or interest is in doubt.

Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower.

While a loan is classified as nonaccrual, and the future collectibility of the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to principal outstanding. When the future collectibility of the recorded loan balance is expected, interest income may be recognized on a cash basis.

Other Real Estate Owned

Other real estate owned is comprised of real estate acquired through foreclosure, acceptance of a deed in lieu of foreclosure, or loans in which the Company receives physical possession of the debtor’s real estate. Other real estate owned is carried at the lower of the recorded investment in the loan or the fair value of the real estate less estimated costs to sell. Net operating income of such properties, exclusive of depreciation, is included in other income and related depreciation expense is included in other expense.

Restructured Loans

Loans are considered troubled debt restructurings if, for economic or legal reasons, a concession has been granted to the borrower related to the borrower’s financial difficulties that the Company would not have otherwise considered. The Company restructures certain loans in instances where a determination is made that greater economic value will be realized under new terms than through foreclosure, liquidation, or other disposition. The terms of the renegotiation generally involve some or all of the following characteristics: a reduction in the interest pay rate to reflect actual operating income, an extension of the loan maturity date to allow time for stabilization of operating income, and partial forgiveness of principal and interest.

The carrying value of a restructured loan is reduced by the fair value of assets or equity interest received from the borrower, if any. Prior to demonstrating performance, the Company generally classifies restructured loans as nonaccrual. The accrual of interest resumes when such loans can demonstrate performance, generally evidenced by six months of pre- or post-restructuring payment performance in accordance with the restructured terms, or by the presence of other significant factors. In addition, at the time of restructuring, loans are generally classified as impaired. A restructured loan that is not impaired, based on the restructured terms, and has a stated interest rate greater than or equal to a market interest rate at the date of the restructuring, is reclassified as unimpaired in the year immediately following the year it was disclosed as restructured.

Off Balance Sheet Credit Related Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit and issue standby letters of credit. Such financial instruments are recorded when they are funded.

Rate Lock Commitments

The Company enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e., rate lock commitments). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 15 to 90 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. In such instances, the Company is not exposed to losses nor will it realize gains related to its rate lock commitments due to changes in interest rates.

The market values of rate lock commitments and best efforts contracts are not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss is recognized on the rate lock commitments.

Sale of Loans

Transfers of loans are accounted for as sales when control over the loans has been surrendered. Control over transferred loans is deemed to be surrendered when (1) the loans have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred loans, and (3) the Company does not maintain effective control over the transferred loans through an agreement to repurchase them before their maturity.

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Premises and Equipment

Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets, ranging from 2 years to 40 years.

Federal Reserve Bank Stock and Federal Home Loan Bank Stock

As a member of the Federal Reserve Bank (“FRB”), the Company is required to hold shares of FRB capital stock, $100 par value, in an amount equal to 6% of the Bank’s total common stock and capital surplus.

As a member of the Federal Home Loan Bank (“FHLB”) of Atlanta, the Company is required to hold shares of capital stock in the FHLB in an amount equal to 0.18% of total assets plus 4.50% of borrowings from the FHLB.

FRB stock and FHLB stock are carried at cost.

Income Taxes

The Company files a consolidated tax return. Provisions for income taxes reflect tax expense incurred as a consolidated group. Tax expense is allocated among the members of the consolidated group in accordance with an intercompany agreement for tax expense. Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of investment securities, deferred loan fees, allowance for loan losses, allowance for losses on foreclosed real estate, premises and equipment and deferred compensation for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. An allowance is provided if it is more likely than not that the Company will not realize the benefits of a deferred tax asset. Through December 31, 2008, no valuation allowance has been provided against the Company’s deferred tax asset.

The Company analyzes tax positions taken or expected to be taken on its tax returns to determine if it has any liability related to uncertain tax positions in accordance with FIN 48. Liabilities, if any, resulting from this evaluation are recorded in the current period.

Deferred Compensation Plans

The Company maintains deferred compensation agreements with certain current and former directors and the beneficiary of its former chief executive officer. The Company’s policy is to accrue the present value of estimated amounts to be paid under the contracts over the required service period to the date the participant is fully eligible to receive the benefits. At December 31, 2008, the discount rate the Company utilized to determine the deferred compensation liability was determined by computing the average of the last three year-end periods’ AA corporate bond yield, whose approximate maturity corresponded to the approximate time remaining to pay out the expected benefits for each participant.

Bank-Owned Life Insurance

The Company has purchased life insurance policies on certain current and former directors. Company-owned life insurance is recorded at its cash surrender value, or the amount that can be realized.

Stock Compensation Plans

At December 31, 2008, the Company has one stock-based compensation plan, the Heritage 2006 Equity Incentive Plan (the “2006 Incentive Plan”). Prior to January 1, 2006, the Company had elected to account for stock options pursuant to APB No. 25, Accounting for Stock Issued to Employees. Effective January 1, 2006, the Company adopted SFAS No. 123(R), Accounting for Stock-Based Compensation (“SFAS 123(R)”). SFAS 123(R) requires that the fair value of equity instruments, such as stock options, be recognized as an expense in the financial statements as services are performed. The Company elected to follow the modified prospective transition method, under which compensation expense is recognized prospectively for all unvested options outstanding at January 1, 2006 and for all awards modified or granted after that date. The Company had no existing stock options that remained unvested as of January 1, 2006. A description of the 2006 Incentive Plan and additional disclosures required by SFAS No. 123(R) are included in Note 10.

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Earnings Per Common Share

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options and are determined using the treasury stock method. Earnings per share calculations are presented in Note 9.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, and realized gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. Components of other comprehensive income are presented in Note 2.

Business Segments

The Company currently reports its activities as a single business segment. In determining appropriate segment definition and reporting, the Company considers components of the business about which financial information relating to performance and resource allocation is available and regularly evaluated by management. Management determines components for which it will implement performance and resource measurement procedures based upon criteria of relative importance and materiality to the organization.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform them to the current year presentation.

NOTE 2 – OTHER COMPREHENSIVE INCOME

The components of other comprehensive income and related tax effects are as follows:

	Years Ended December 31,
	2008			2007
Unrealized holding gains on available-for-sale securities	$	696,168		$	305,382
Tax Effect		(236,697	)		(103,831	)
Net of tax amount	$	459,471		$	201,551

NOTE 3 – RESTRICTIONS ON CASH AND DUE FROM BANKS

The Bank is required to maintain average balances on hand or with the Federal Reserve Board. At December 31, 2008 and 2007, these reserve balances amounted to $0 and $412,000, respectively.

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NOTE 4 – SECURITIES

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At December 31, 2008
Securities available for sale
U.S. Treasury Securities	$	1,761,259	$	12,493	$	3	$	1,773,749
Mortgage-backed securities		57,961,180		1,011,768		3,751		58,969,197
Total securities available for sale	$	59,722,439	$	1,024,261	$	3,754	$	60,742,946
Total securities (1)	$	59,722,439	$	1,024,261	$	3,754	$	60,742,946

(1) At December 31, 2008, the Company held no securities classified as held to maturity.

At December 31, 2007
Securities available for sale
U.S. Treasury securities	$	999,226	$	5,614	$	—	$	1,004,840
U.S. government sponsored enterprises		5,002,563		27,137		—		5,029,700
Mortgage-backed securities		31,098,629		264,500		—		31,363,129
Obligations of states and political subdivisions		689,831		27,089		—		716,920
Total securities available for sale		37,790,249		324,340		—		38,114,589
Securities held to maturity
Mortgage-backed securities		6,512		91		—		6,603
Obligations of states and political subdivisions		469,749		10,286		—		480,035
Preferred trust securities		200,000		9,200		—		209,200
Total securities held to maturity		676,261		19,577		—		695,838
Total securities	$	38,466,510	$	343,917	$	—	$	38,810,427

Investment securities having carrying value of $150,001 and $1,483,201 at December 31, 2008 and 2007, respectively, were made available to secure deposits of the U.S. government and the Commonwealth of Virginia. The fair values of these securities were $149,998 and $1,499,266 at December 31, 2008 and 2007, respectively.

Investment securities having carrying values of $6,079,726 and $5,002,563 at December 31, 2008 and 2007, respectively, are made available for retail repurchase agreements. The estimated fair values of these securities were $6,300,249 and $5,029,700 at December 31, 2008 and 2007, respectively.

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The following tables show gross unrealized losses and fair value on investment securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2008 and 2007. The current year unrealized losses on investment securities, if any, are a result of changes in interest rates during the periods. All unrealized losses on investment securities are considered by management to be temporary given the credit ratings on these investment securities and the short duration of the unrealized loss.

	At December 31, 2008
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury Securities	$	149,998	$	3	$	—	$	—	$	149,998	$	3
Mortgage-backed securities		3,376,929		3,751		—		—		3,376,929		3,751
Total temporarily impaired securities	$	3,526,927	$	3,754	$	—	$	—	$	3,526,927	$	3,754
	At December 31, 2007
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury Securities	$	—		—	$	—	$	—	$	—	$	—
Mortgage-backed Securities		—		—		—		—		—		—
Total temporarily impaired securities	$	—	$	—	$	—	$	—	$	—	$	—

The amortized cost and fair value of investment securities at December 31, 2008, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities since some securities may be called or prepaid prior to their contractual maturity:

	Securities Available for Sale				Securities Held to Maturity (1)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	1,761,258	$	1,773,749	$	—	$	—
Due after one year through five years		19,138,285		19,415,522		—		—
Due after five years through ten years		20,963,426		21,490,459		—		—
Due after ten years		17,859,470		18,063,216		—		—
Total	$	59,722,439	$	60,742,946	$	—	$	—

(1) At December 31, 2008, the Company held no securities classified as held to maturity.

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NOTE 5 – LOANS

Loans consist of the following:

	At December 31,
	2008			2007
Commercial	$	32,847,457		$	26,108,173
Real estate - mortgage		112,371,561			101,095,900
Real estate - construction		27,883,927			23,104,633
Installment and consumer		4,385,595			4,149,881
Total loans:		177,488,540			154,458,587
Allowance for loan losses		(1,652,174	)		(1,399,875	)
Unearned loan fees/costs		725,238			791,439
Loans net	$	176,561,604		$	153,850,151

Nonperforming assets were:

	At December 31,
	2008		2007
Nonaccrual loans (1)	$	30,754	$	136,650
Accruing loans past due 90 days or more		9,937		26,709
Total nonperforming loans		40,691		163,359
Real estate owned, net		177,500		—
Total nonperforming assets	$	218,191	$	163,359

(1) At December 31, 2008 and 2007, includes restructured loans of $0 and $136,650, respectively.

If interest on nonaccrual loans had been accrued, such income would have approximated $21,502 and $35,216 in 2008 and 2007, respectively, none of which was recognized in income.

A summary of the activity in the allowance for loan losses account is as follows:

	At December 31,
	2008			2007
Balance, beginning of year	$	1,399,875		$	1,373,000
Provision for loan losses		452,770			104,644
Loans charged-off		(397,818	)		(196,941	)
Recoveries		197,347			119,172
Balance, end of year	$	1,652,174		$	1,399,875

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The following is a summary of information pertaining to impaired loans:

	At December 31,
	2008		2007
Impaired loans without a valuation allowance	$	30,754	$	—
Impaired loans with a valuation allowance		—		136,650
Total impaired loans:	$	30,754	$	136,650
Valuation allowance related to impaired loans	$	—	$	20,497
	Years Ended December 31,
	2008		2007
Average investment in impaired loans (while impaired)	$	1,253,432	$	175,499
Interest income recognized on impaired loans	$	—	$	—

NOTE 6 – PREMISES AND EQUIPMENT

Premises and equipment consist of the following:

	At December 31,
	2008			2007
Land and improvements	$	3,915,500		$	3,915,500
Buildings and improvements		2,941,100			1,414,381
Leasehold improvements		1,710,267			1,875,159
Equipment, furniture and fixtures		3,137,027			3,131,775
Fixed assets not in service		2,462,485			1,713,278
		14,166,379			12,050,093
Less - accumulated depreciation		(2,258,335	)		(2,087,325	)
	$	11,908,044		$	9,962,768

Depreciation expense for the years ended December 31, 2008 and 2007 was $552,366 and $497,866, respectively.

In 2008 and 2007, the Company incurred losses on disposal and impairment charges related to equipment of $69,778 and $66,351, respectively.

Total rent expense for the years ended December 31, 2008 and 2007 amounted to $353,379 and $333,781, respectively.

Future minimum lease payments, by year and in the aggregate, under noncancelable leases with remaining terms of one year or more at December 31, 2008 were as follows:

2009	$	229,998
2010		234,598
2011		239,290
2012		244,076
2013- 2017		1,137,000
	$	2,084,962

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NOTE 7 – DEPOSITS

Interest-bearing deposits consist of the following:

	December 31,
	2008		2007
Money Market and NOWs	$	106,386,474	$	83,858,366
Savings		2,753,441		2,139,648
Certificates of deposit $100,000 and over		4,704,899		7,281,976
Other time deposits		47,948,457		44,344,223
	$	161,793,271	$	137,624,213

At December 31, 2008 the scheduled maturities of time deposits are as follows:

2009	$	47,322,405
2010		3,180,015
2011		1,631,536
2012		263,205
2013 and thereafter		256,195
	$	52,653,356

NOTE 8 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWINGS

Investment securities having carrying values of $6,079,726 and $5,002,563 and fair values of $6,300,248 and $5,029,700 were made available to secure deposits of the U.S. Government, the Commonwealth of Virginia and retail repurchase agreements at December 31, 2008 and December 31, 2007, respectively. Information concerning securities sold under agreements to repurchase is summarized as follows:

	December 31,
	2008			2007
Balance at end of year	$	1,246,536		$	1,130,780
Average balance during the year	$	1,662,391		$	1,461,922
Weighted average interest rate during the year		1.48	%		3.80	%
Interest expense during the year	$	24,667		$	55,592
Maximum month-end balance during the year	$	2,324,857		$	2,109,625

The Bank is a member of the FHLB of Atlanta, which had established, at December 31, 2008, a credit availability for the Bank in an amount equal to 20% of total assets. At December 31, 2008, the Bank had a $5.0 million outstanding medium term advance which will mature on March 4, 2013. At December 31, 2008, other short-term borrowings consisted of $1,000 of Federal Funds purchased from correspondent banks.

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NOTE 9 – EARNINGS PER SHARE RECONCILIATION

The Company calculates its basic and diluted earnings per share (“EPS”) in accordance with SFAS No. 128 – Earnings Per Share. The components of the Company’s EPS calculations are as follows:

	Years Ended December 31,
	2008		2007
Net income (numerator, basic and diluted)	$	688,189	$	920,044
Weighted average shares outstanding (denominator)		2,278,849		2,278,579
Earnings per common share – basic	$	0.30	$	0.40
Effect of dilutive securities
Weighted average shares outstanding		2,278,849		2,278,579
Effect of stock options		15,471		15,965
Diluted average shares outstanding (denominator)		2,294,320		2,294,544
Earnings per common share – assuming dilution	$	0.30	$	0.40

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by applying the treasury stock method. Under the treasury stock method, the exercise of dilutive stock options is assumed. The sum of the assumed proceeds of (a) the stock option exercises, (b) the amount of any tax benefits that would be credited to additional paid-in capital assuming exercise of the options, and (c) the unamortized compensation expense on in-the-money options not yet recognized pursuant to FAS 123(R) (see Note 10 – Employee and Director Benefit Plans – Stock Compensation Plans) are assumed to be used to purchase common stock at the average market price during the period. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased), if any, are included in the denominator of the diluted earnings per share calculation.

Any difference in the number of shares used for basic earnings per share and diluted earnings per share for each of the two years results solely from the dilutive effect of stock options. Options on an average of 222,500 shares and 157,000 shares were not included in computing diluted earnings per share for the years ended December 31, 2008 and December 31, 2007, respectively, because the effects of the options were antidilutive.

NOTE 10 – EMPLOYEE AND DIRECTOR BENEFIT PLANS

Stock Compensation Plans

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Accounting for Stock-Based Compensation (“SFAS 123(R)”). SFAS 123(R) requires that the fair value of equity instruments, such as stock options, be recognized as an expense in the financial statements as services are performed. The Company elected to follow the modified prospective transition method, under which compensation expense is recognized prospectively for all unvested options outstanding at January 1, 2006 and for all awards modified or granted after that date. The Company had no existing stock options that remained unvested as of January 1, 2006.

Under the Heritage 2006 Equity Incentive Plan (“2006 Incentive Plan”), the Board of Directors may grant up to 250,000 stock options, stock appreciation rights, restricted stock and certain other equity awards, in the aggregate, to officers and nonemployee directors of the Company and the Bank. The Board of Directors may approve the grant of nonstatutory stock options and options qualifying as incentive stock options, and the option price of both a nonstatutory stock option and an incentive stock option will be the fair market value of the Company’s common stock on the date of grant. Prior to January 28, 2009, “Fair Market Value” was defined generally as the weighted average (based on daily trading volume) during the thirty (30) day period next preceding the date of grant of the “last sale” prices of a share of the Company’s common stock on the five (5) days nearest preceding the date of grant on which at least 300 shares were traded. On January 28, 2009, the Board amended the definition of “Fair Market Value” under the 2006 Incentive Plan to consist of the following: (i) the closing price of a share of the Company’s common stock on the OTC Bulletin Board on the grant date of the applicable award, if the grant date is a trading day; or (ii) if shares of the Company’s common stock are not traded on the grant date of the applicable award, then the closing price of a share of common stock on the OTC Bulletin Board on the next preceding date on which a trade occurred; or (iii) if (i) and (ii) are inapplicable, the fair market value as determined in good faith by the Board.

A total of 200,000 options were outstanding at December 31, 2008 under the 2006 Incentive Plan. For purposes of determining the “fair value” under SFAS 123(R) of options granted under the 2006 Incentive Plan, the measurement date will be the date of grant.

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The fair value of each stock option award is estimated on the measurement date using a Black-Scholes valuation model that uses assumptions described below. Expected volatility is based on the historical volatility of the Company’s stock, using weekly price observations over the expected term of the stock options. The expected term represents the period of time that stock options granted are expected to be outstanding and is estimated based on management’s business plan and provisions of the grant including the contractual term and vesting schedule. The expected dividend yield is based on recent dividend history. The risk-free interest rate is the U.S. Treasury zero coupon yield curve in effect at the measurement date for the period corresponding to the expected life of the option.

All options granted will become exercisable earlier upon a change in control (as defined in the 2006 Incentive Plan) of the Company. The options may also become exercisable earlier upon the optionee’s retirement, disability or death, and in the case of an optionee who is an employee, the optionee’s termination without cause or resignation for good reason. No option may be exercised after ten (10) years from the date of grant.

The estimates of fair value derived from the Black-Scholes option pricing model are theoretical values for stock options, and changes in assumptions used in the model could result in materially different fair value estimates. The actual value of the stock options will depend on the market value of the Company’s common stock when the options are exercised. There were no options granted in 2008. The fair value of options granted during 2007 were estimated with the following assumptions:

	Year Ended December 31
	2007
Expected dividend yield	1.6%
Expected stock price volatility	21.2%
Risk-free interest rate	3.76%
Expected life of options	6.5 years
Weighted average fair value of options granted during the period	$3.54

The following table presents a summary of stock option activity during 2008 and 2007:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
						(in thousands)
Outstanding at January 1, 2008	297,600		$	14.08	—		—
Granted	—			—	—		—
Exercised	(600	)		7.25	—		—
Forfeited/expired	(2,000	)		12.12	—		—
Outstanding at December 31, 2008	295,000		$	14.10	6.3	$	92
Exercisable at December 31, 2008	184,600		$	13.25	5.2	$	92
Outstanding at January 1, 2007	258,600		$	14.35	—		—
Granted	40,000			12.12	—		—
Exercised	(1,000	)		6.82	—		—
Forfeited/expired	—			—	—		—
Outstanding at December 31, 2007	297,600		$	14.08	6.6	$	292
Exercisable at December 31, 2007	142,000		$	12.58	5.4	$	292

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the applicable year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2008 and December 31, 2007, respectively. The amount changes based on the fair market value of the Company’s stock. The Company’s current policy is to issue new shares to satisfy share option exercises.

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The aggregate intrinsic value of options exercised for the twelve months ended December 31, 2008 and December 31, 2007 was $2,850 and $10,180, respectively. Cash received from option exercises during 2008 and 2007 was $4,350 and $6,820, respectively. The total fair value of shares vested for the same periods was $162,056 and $125,224, respectively.

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The amount charged against income, before income tax benefit of $14,475, in relation to the stock-based payment arrangement was $155,279 for the year ended December 31, 2008. The amount charged against income, before income tax benefit of $16,785, in relation to the stock-based payment arrangement, was $135,426 for the year ended December 31, 2007. At December 31, 2008, unrecognized compensation expense, net of estimated forfeitures, related to unvested stock option grants was $354,395 and is currently expected to be recognized over a weighted average period of 1.4 years as follows:

	Stock-Based Compensation Expense
	(in thousands)
For the year ended December 31:
2009	$	141
2010		136
2011		68
2012		9
Total	$	354

Stock option awards granted in 2008 and 2007 under the 2006 Incentive Plan provide for accelerated vesting under certain circumstances as defined in the Plan, such as a change of control with respect to the Company, the optionee’s retirement, death, permanent disability and, if the optionee is an employee of the Company, resignation for good reason or termination without cause. Occurrence of these events may cause the requisite service period to be less than reflected in the schedule above, and unamortized stock-based compensation expense recognized at that time.

Deferred Compensation Plan

In 1985, the Company entered into a deferred compensation and retirement arrangement with certain directors and subsequently with one officer. The Company’s policy is to accrue the present value of estimated amounts to be paid under the contracts over the required service period to the date the participant is fully eligible to receive the benefit. At December 31, 2008 and 2007, other liabilities included $669,222 and $707,059, respectively, related to the deferred compensation plans. Compensation expense related to this plan was $29,692 and $36,919, for the years ended December 31, 2008 and 2007, respectively.

Employee Stock Ownership Plan

The Board of Directors adopted an Employees’ Stock Ownership Plan (the “ESOP”) effective January 1, 1998. The ESOP covers substantially all employees after they have met eligibility requirements, and funds contributed to the plan are used to purchase outstanding common stock of the Company.

The Company recognized no compensation expense related to the ESOP for the years ended December 31, 2008 and 2007, respectively. Dividends received by the ESOP are used for administrative expenses of the plan. At both December 31, 2008 and 2007, the ESOP owned 10,271 shares of common stock of the Company. There were no stock purchases for the year ended December 31, 2008 and 786 shares purchased for the year ended December 31, 2007. No shares were distributed to terminated employees during either year. At December 31, 2008 and 2007, the fair market value of the total shares held by the ESOP totaled $82,168 and $114,522, respectively.

401(k) Retirement Program

Effective January 1, 1993, the Board of Directors adopted a Retirement Program (the “401(k)”). Eligible employees who have completed the required months of service are eligible to participate and make contributions. The Company makes employer matching contributions. The Company expensed $95,657 and $134,673 for the years ended December 31, 2008 and December 31, 2007, respectively.

NOTE 11 – OTHER REAL ESTATE OWNED

In December 2008, the Company foreclosed on three properties, two of which were sold during that month. At December 31, 2008, the Company had other real estate owned in the amount of $177,500. The Company had no other real estate owned at December 31, 2007.

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NOTE 12 – OTHER NONINTEREST INCOME AND EXPENSE

The components of other noninterest income are as follows:

	Years Ended December 31,
	2008		2007
Credit card interchange fees	$	37,312	$	35,707
ATM fees		123,584		129,989
Merchant discount fees		50,268		46,445
Income from bank-owned life insurance, net		20,270		21,008
Other		97,179		177,635
Total other noninterest income	$	328,613	$	410,784

The components of other noninterest expense are as follows:

	Years Ended December 31,
	2008		2007
ATM transaction	$	108,444	$	122,343
Credit card		3,780		(59	)
Postage		74,678		70,563
Courier		262,802		121,331
Service bureau expense		93,934		66,775
Insurance expense		46,717		46,287
Travel		28,157		24,261
Shareholder		38,765		43,513
Training		15,960		17,816
Loan servicing		20,779		36,357
Other miscellaneous		201,160		234,116
Total other noninterest expense	$	895,176	$	783,303

NOTE 13 – INCOME TAXES

The principal components of income tax expense are as follows:

	Years Ended December 31,
	2008			2007
Federal income tax expense/(benefit)-current	$	402,070		$	446,839
Deferred Federal income tax expense/(benefit)		(11,405	)		32,475
Income tax expense	$	390,665		$	479,314

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A reconciliation of income tax expense calculated at the federal statutory rate and that shown in the statements of income is summarized as follows:

	Years Ended December 31,
	2008			2007
Federal income tax expense – at 34% statutory rate	$	366,810		$	475,782
Effect of tax-exempt interest		(19,689	)		(28,780	)
Effect of Life insurance proceeds, premiums, and increases in value, net		(4,458	)		(4,708	)
Effect of FAS 123(R) – incentive stock options		37,805			29,259
Other		10,197			7,761
	$	390,665		$	479,314

A cumulative net deferred tax asset is included in other assets at December 31, 2008 and 2007. The components of the asset are as follows:

	At December 31,
	2008		2007
Deferred Tax Assets
Deferred compensation	$	227,536	$	240,400
Allowance for loan losses		490,994		405,213
FAS 123(R) – non-qualifying options		46,363		31,887
Investment in partnerships		12,530		12,228
Other		7,182		57,999
Total Deferred Tax Assets		784,605		747,727
Deferred Tax Liabilities
Deferred loan costs, net		246,581		269,089
Net appreciation on available-for-sale securities		330,610		110,275
Premises and equipment		133,689		83,435
Other		646		646
Total Deferred Tax Liabilities		711,526		463,445
Net Deferred Tax Assets	$	73,079	$	284,282

NOTE 14 – COMMITMENTS AND CONTINGENCIES – RELATED PARTY

During 2007 and prior years, the Company was a party to a lease with a related party to provide space for the Bank’s operations center. This lease was classified as an operating lease for financial reporting purposes. The facility that housed the operations center was sold in August 2007 to an unrelated party, and the Company leased the facility from the unrelated party from August 2007 until the lease was terminated in December 2008. Total rent expense paid by the Bank in 2007 in respect of the related party lease was $72,996 (the Company did not have any such related party lease expense in 2008).

In December 2006, the Bank contracted with Meredith Construction Company, Inc. (“Meredith Construction”) as general contractor to build, for a maximum price of $1.4 million (which includes approximately a $127,000 fee to Meredith Construction), the Bank’s new retail banking office at its Lynnhaven Parkway site in Virginia Beach. Peter M. Meredith, Jr. is Chairman and CEO of Meredith Construction, and Mr. Meredith also is Chairman of the Board of the Company. Meredith Construction is utilizing ColonialWebb Contractors Co. (“ColonialWebb”) as the heating and air conditioning subcontractor related to construction of the Lynnhaven office for a price of $82,454. Howard W. Webb is a director of ColonialWebb, and Mr. Webb also was a director of the Company, having retired at the end of January 2009.

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In December 2007, the Board approved signage for the Bank’s Lynnhaven office with Southern Atlantic Screenprint & Sign Company (“Southern”) for less than $1,000, and similarly in December of 2008 the Board approved signage to be provided by Southern for the Bank’s Laskin Road office for less than $1,000. James A. Cummings is a director of Southern, and Mr. Cummings also is a director of the Company.

In May 2007, the Bank again contracted with Meredith Construction as general contractor to build, for a maximum price of $2.3 million (which includes approximately a $208,000 fee to Meredith Construction), the Bank’s new retail banking office at its Laskin Road site in Virginia Beach. Meredith Construction again has utilized ColonialWebb as the heating and air conditioning subcontractor related to construction of the Laskin office for a price of $195,659.

The Bank also contracted in December 2008 with Meredith Construction as general contractor to renovate, for a maximum price of $111,076 (which includes approximately a $14,488 fee to Meredith Construction), the Bank’s retail banking office at its North Military Highway site in Norfolk.

NOTE 15 – OTHER RELATED PARTY TRANSACTIONS

The Bank has loan and deposit transactions with certain of its executive officers and directors, and with companies in which the officers and directors have a financial interest.

A summary of related party loan activity for the Bank is as follows:

	2008		2007
Balance, December 31	$	12,788,685	$	11,557,471
Originations		7,617,776		1,349,286
Repayments		3,570,789		3,718,072
Other*		—		3,600,000
Balance, December 31	$	16,835,672	$	12,788,685
*       The “Other” balance above includes loans for which related parties are partial guarantors.

In the opinion of management, such related party loans are made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the same time for comparable loans to unrelated persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

Commitments to extend credit and letters of credit to related parties amounted to $4,319,009 and $4,287,678 at December 31, 2008 and 2007, respectively. (See Note 14 for additional commitments to related parties.)

NOTE 16 – COMMITMENTS AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT RISK

The Company is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans or loans approved but not yet funded, standby letters of credit, and commitments to sell loans. These instruments involve, to varying degrees, elements of risk which have not been recognized in the Company’s consolidated balance sheets.

Loan commitments are agreements to extend credit to a customer so long as there are no violations of the terms of the contracts prior to the funding. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Because certain of the commitments are expected to be withdrawn or expire unused, the total commitment amount does not necessarily represent future cash requirements. Standby letters of credit are written unconditional commitments to guarantee the performance of a customer to a third party.

61

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Unless otherwise noted, the Company requires collateral or other security to support financial instruments with credit risk. Contractual amounts for financial instruments whose contract amounts represent credit risk at December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Commitments to extend credit	$	42,365,456	$	48,572,911
Standby letters of credit		2,155,080		2,061,113
Commitments to sell loans		—		417,000
	$	44,520,536	$	51,051,024

As of December 31, 2008, the Company had $7.6 million in deposits in financial institutions in excess of amounts insured by the FDIC, the majority of which was on deposit at the Federal Home Loan Bank of Atlanta.

NOTE 17 – REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements may result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components (such as interest rate risk), risk weighting, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital) to average assets (as defined). Management believes that, as of December 31, 2008, the Bank meets all capital adequacy requirements to which it is subject.

The Bank is “well capitalized” under the applicable regulatory framework. To be categorized as well capitalized, the Bank must maintain the minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios set forth in the table below. There are no conditions or events that management believes have changed the Bank’s categorization. Additionally, management believes that, as of December 31, 2008, the Company meets all capital adequacy requirements to which it is subject. At December 31, 2008, the Company’s total risk-based capital, Tier 1 risk-based capital, and Tier 1 capital (leverage) ratios were 13.43%, 12.61% and 10.13%, respectively.

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The capital amounts and ratios for the Company (consolidated) and the Bank as of December 31, 2008 and 2007 are presented in the following table:

(Dollars in thousands)	Actual				For Capital Adequacy Purposes				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
At December 31, 2008
Total Capital (to Risk-Weighted Assets)
Consolidated Company	$	26,865	13.43	%	$	16,000	8.0	%	$	N/A	N/A
Bank	$	26,393	13.20	%	$	15,997	8.0	%	$	19,997	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated Company	$	25,212	12.61	%	$	8,000	4.0	%	$	N/A	N/A
Bank	$	24,741	12.37	%	$	7,999	4.0	%	$	11,998	6.0	%
Tier 1 Capital (to Average Assets)
Consolidated Company	$	25,212	10.13	%	$	9,957	4.0	%	$	N/A	N/A
Bank	$	24,741	9.94	%	$	9,956	4.0	%	$	12,445	5.0	%
At December 31, 2007
Total Capital (to Risk-Weighted Assets)
Consolidated Company	$	26,310	14.99	%	$	14,043	8.0	%	$	N/A	N/A
Bank	$	25,591	14.61	%	$	14,015	8.0	%	$	17,519	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated Company	$	24,911	14.19	%	$	7,022	4.0	%	$	N/A	N/A
Bank	$	24,191	13.81	%	$	7,007	4.0	%	$	10,511	6.0	%
Tier 1 Capital (to Average Assets)
Consolidated Company	$	24,911	11.13	%	$	8,956	4.0	%	$	N/A	N/A
Bank	$	24,191	10.81	%	$	8,954	4.0	%	$	11,193	5.0	%

Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. The amount of dividends the Bank may pay to the Company, without prior approval, is limited to current year earnings plus retained net profits for the two preceding years. Loans or advances are limited to 10.0% of the Bank’s stockholders’ equity.

NOTE 18 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following summary presents the methodologies and assumptions used to estimate the fair value of the Company’s financial instruments presented below. Because no active market readily exists for a portion of the Company’s financial instruments, fair values of some financial instruments are based on estimates using present value and other valuation techniques. Much of the information used to determine fair value is highly subjective in nature and therefore the results may not be precise. The subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Accordingly, the amounts which will actually be realized or paid upon settlement or maturity of the various instruments could be significantly different.

Cash, Due From Banks and Federal Funds Sold

For cash due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities

Fair values are based on quoted market prices. For unquoted securities, the fair value is estimated by the Company on the basis of financial and other information. Securities available for sale are recorded at fair value.

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Loans

The fair value of loans is estimated by discounting the future estimated scheduled cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings.

The fair value of loans does not include the value of the customer relationship or the right to fees generated by the account.

Accrued Interest Receivable

The carrying amount of accrued interest approximates fair value.

Stock in Federal Reserve Bank and Federal Home Loan Bank

The carrying value for FRB and FHLB stock approximates fair value.

Bank-Owned Life Insurance

The carrying value of life insurance approximates fair value, as this investment is carried at cash surrender value.

Deposit Liabilities

The fair value of deposits with no stated maturities (which includes demand deposits, savings accounts, and money market deposits) is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit was estimated using a discounted cash flow model based on the rates offered for deposits of similar remaining maturities. Weighted average rates paid and posted rates were used for December 2008 and 2007.

Deposit liabilities with no stated maturity are reported at the amount payable on demand without regard for the inherent funding value of these instruments. The Company believes that significant value exists in this funding source. The fair value of deposits does not include the value of the customer relationship or the rights to fees generated by the account.

Federal Home Loan Bank Advances

The fair value of FHLB advances is estimated using discounted cash flow analysis based on rates offered at the reporting date for borrowings of similar remaining maturities.

Other Borrowings and Securities Sold Under Agreements to Repurchase

The carrying amount for other borrowings and securities sold under agreements to repurchase is a reasonable estimate of fair value.

Accrued Interest Payable

The carrying value of accrued interest payable is a reasonable estimate of fair value.

Loan Commitments and Standby Letters of Credit

The carrying value of notional principal amounts of loan commitments and standby letters of credit are reasonable estimates of fair value.

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The following table presents the carrying amounts and fair value of the Company’s financial instruments at December 31, 2008 and December 31, 2007.

	2008				2007
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in Thousands)
Financial assets:
Cash and due from banks	$	5,304	$	5,304	$	5,463	$	5,463
Federal funds sold		8,114		8,114		8,957		8,957
Securities available for sale		60,743		60,743		38,115		38,115
Securities held to maturity		—		—		676		696
Loans held for investment		176,562		178,458		153,850		155,544
Loans held for sale		—		—		878		878
Accrued interest receivable		735		735		812		812
Stock in FRB and FHLB		946		946		1,029		1,029
Bank-owned life insurance		619		619		584		584
Financial Liabilities:
Deposits		215,782		216,150		186,014		186,004
Federal Home Loan Bank Advance		5,000		5,140		7,000		7,000
Other borrowing and securities sold under agreements to repurchase		1,248		1,248		1,131		1,131
Accrued interest payable		237		237		321		321

During 2008, the Bank converted to a model that calculates the fair value of loans and deposits in greater detail. Utilizing that model, the fair value of loans and deposits at December 31, 2007 was $155,544 and $186,004, respectively, rather than $157,044 and $185,949, respectively, as previously reported.

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. SFAS 157 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair Value Hierarchy

SFAS 157 establishes three levels of inputs that may be used to measure fair value:

Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities.

Level 2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Investment Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value is measured based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based

65

valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 2 securities include Treasury notes and bills, mortgage-backed securities issued by government sponsored entities, municipal bonds and other securities issued by government sponsored agencies.

Loans

The Company does not record loans at fair value on a recurring basis. From time to time, a loan is considered impaired. Loans which are deemed to be impaired are valued according to SFAS 114, “Accounting by Creditors for Impairment of a Loan”. The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value, and discounted cash flows. When the fair value of collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as Level 2. If the fair value of the loan is based on criteria other than observable market prices or current appraised value, the loan is recorded as Level 3. The Company had three impaired loans at December 31, 2008.

Foreclosed Assets

Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Foreclosed assets are carried at the lower of the carrying value or fair value. Fair value is based upon independent observable market prices or appraised values of the collateral, which the Company considers to be Level 2 inputs. The Company had foreclosed assets at December 31, 2008 with a fair value of $177,500.

General

The Company has no liabilities carried at fair value or measured at fair value on a nonrecurring basis.

The Company has no assets or liabilities whose fair values are measured using Level 3 inputs.

FASB Staff Position No. FAS 157-2 delays the implementation of SFAS 157 until the first quarter of 2009 with respect to goodwill, other intangible assets, real estate and other assets acquired through foreclosure and other non-financial assets measured at fair value on a nonrecurring basis.

Assets Recorded at Fair Value on a Recurring Basis
December 31, 2008 in thousands	Total		Level 1		Level 2		Level 3
Investment in securities available for sale	$	60,743	$	—	$	60,743	$	—
Total Assets at Fair Value	$	60,743	$	—	$	60,743	$	—
Assets Recorded at Fair Value on a Non-Recurring Basis
December 31, 2008 in thousands	Total		Level 1		Level 2		Level 3
Impaired loans	$	31	$	—	$	31	$	—
Other real estate owned		178		—		178		—
Total Assets at Fair Value	$	209	$	—	$	209	$	—

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NOTE 19 – CONDENSED FINANCIAL INFORMATION OF HERITAGE BANKSHARES, INC.

(Parent Company Only)

The following condensed financial statements of Heritage Bankshares, Inc. are presented below on a parent company only basis for the years indicated.

	At December 31,
	2008			2007
Condensed Balance Sheets
Assets
Cash	$	44,715		$	127,863
Investment in Heritage Bank		25,414,562			24,404,878
Other assets		478,699			660,336
Total Assets	$	25,937,976		$	25,193,077
Liabilities and Stockholders’ Equity
Other liabilities	$	52,026		$	68,473
Total Liabilities	$	52,026		$	68,473
Common stock		11,396,260			11,393,260
Additional paid-in capital		6,329,854			6,172,256
Retained earnings		7,486,301			7,345,024
Accumulated other comprehensive income		673,535			214,064
Stockholders’ equity	$	25,885,950		$	25,124,604
Total Liabilities and Stockholders’ Equity	$	25,937,976		$	25,193,077
	Years Ended December 31,
	2008			2007
Condensed Statements of Income
Dividends from subsidiary bank	$	410,193		$	—
Equity in undistributed net income of subsidiaries		394,933			816,523
Other income		—			39,716
Settlement with a former professional services provider		—			345,000
Interest and dividend income		—			256
Interest expense		—			(3,229	)
Other expenses		(177,178	)		(224,985	)
Income before income taxes		627,948			973,281
Income tax expense (benefit)		(60,241	)		53,237
Net Income	$	688,189		$	920,044

Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. Pursuant to federal regulations, dividends are generally restricted to net profits, as defined, for the current year, plus retained net profits for the previous two years. The maximum amount available for transfer from the Bank to the Company in the form of loans and advances is 10.0% of the Bank’s stockholders’ equity.

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Heritage Bankshares, Inc.

Statements of Cash Flows

	Years Ended December 31,
	2008			2007
Cash flows from operating activities
Net income	$	688,189		$	920,044
Add (deduct) items not affecting cash during the year
Stock-based compensation		155,279			135,426
Undistributed net income of subsidiaries		(394,933	)		(816,523	)
Exercise of stock options tax benefit		969			3,461
Net gain on sale of other investments		—			(22,361	)
Changes in assets/liabilities, net
(Increase) decrease in other assets		26,357			(293,384	)
Increase (decrease) in other liabilities		(16,447	)		26,368
Net cash (used for) operating activities		459,414			(46,969	)
Cash flows from investing activities
Proceeds from sale of other investments		—			73,431
Net cash provided by investing activities		—			73,431
Cash flows from financing activities
Proceeds from exercise of stock options		4,350			6,820
Repayment of other borrowings		—			(5,000,000	)
Cash dividends paid		(546,912	)		(546,876	)
Net cash provided by (used for) financing activities		(542,562	)		(5,540,056	)
Increase (decrease) in cash and cash equivalents		(83,148	)		(5,513,594	)
Cash and cash equivalents at beginning of year		127,863			5,641,457
Cash and cash equivalents at end of year	$	44,715		$	127,863

* * * * *

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, our controls and procedures can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control, and misstatements due to error or fraud may occur and not be detected on a timely basis.

Management’s Report on Internal Control over Financial Reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on our assessment, we believe that, as of December 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting in the quarter ended December 31, 2008 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

Explanatory Note

The Company will file a definitive proxy statement for its 2009 Annual Meeting of Shareholders pursuant to Regulation 14A (the “2009 Proxy Statement”) within 120 days after the end of the fiscal year covered by this annual report on Form 10-K (i.e., by April 30, 2009); accordingly, certain information that is required under Part III of this annual report on Form 10-K is omitted from this report and will be included in the Proxy Statement, and is incorporated herein by reference to the Proxy Statement.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning our Directors, Executive Officers and Corporate Governance, as well as any other information required by this Item 10, shall be included in the 2009 Proxy Statement and is hereby incorporated herein by reference.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its Chief Executive Officer and Chief Financial Officer. The Code of Ethics summarizes the legal, ethical and regulatory standards that such individuals must follow and is a reminder to all of the Company’s directors and executive officers of the seriousness of that commitment. As adopted, the Code of Ethics sets forth written standards that are designed, among other things, to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and

• accountability for adherence to the Code of Ethics.

A copy of the Company’s Code of Ethics may be obtained by any person, without charge, by accessing the Company’s web site at: http://www.heritagebankva.com/CorporateNews/CodeOfEthics.aspx.

ITEM 11. EXECUTIVE COMPENSATION

The information concerning Executive Compensation required by this Item 11 shall be included in the 2009 Proxy Statement and is hereby incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information concerning Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters required by this Item 12 shall be included in the 2009 Proxy Statement and is hereby incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information concerning Certain Relationships and Related Transactions, and Director Independence, required by this Item 13 shall be included in the 2009 Proxy Statement and is hereby incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information concerning Principal Accounting Fees and Services required by this Item 14 shall be included in the 2009 Proxy Statement and is hereby incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The financial statements and financial statement schedules for Heritage Bankshares, Inc. are included under Item 8 of this Annual Report on Form 10-K.

Exhibits:
3.1	Articles of Incorporation. (Incorporated herein by reference to the Company’s Form 10-K for 1983 filed March 29, 1984.)
3.2	Articles of Amendment to Articles of Incorporation filed on December 31, 1985. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
3.3	Articles of Amendment to Articles of Incorporation filed on August 9, 1990. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
3.4	Articles of Amendment to Articles of Incorporation filed on August 12, 1992. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
*10.1	1987 Stock Option Plan. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
*10.3	Amendment to 1987 Employees’ Stock Ownership Plan, which provided for certain changes required by IRS regulations including changes in participant vesting schedules. (Incorporated herein by reference to the Company’s Form 10-K for 1990 filed March 30, 1991.)
*10.4	Employees Stock Ownership Plan. (Incorporated herein by reference to the Company’s Form 10-K for 1997 filed March 30, 1998.)
*10.5	1999 Stock Option Plan for Employees. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
*10.6	Amendment to the 1999 Stock Option Plan. (Incorporated herein by reference to the Company’s Form S-8 filed January 26, 2004.)
*10.7	Employment Agreement of Michael S. Ives. (Incorporated herein by reference to the Company’s Form 8-K filed on February 11, 2005.)
10.8	Amended and Restated Bylaws of Heritage Bankshares, Inc. (Incorporated herein by reference to the Company’s Form 8-K filed on May 3, 2005.)
*10.9	Employment Agreement of John O. Guthrie. (Incorporated herein by reference to the Company’s Form 10-K filed on June 9, 2006.)
*10.10	Amendment to Employment Agreement of Michael S. Ives. (Incorporated herein by reference to the Company’s Form 8-K filed on July 5, 2006.)
10.11	Amendment to Bylaws of Heritage Bankshares, Inc. (Incorporated herein by reference to the Company’s Form 8-K filed on August 1, 2006.)
*10.12	Limited Alternative Stock Appreciation Right Agreement of Michael S. Ives. (Incorporated herein by reference to the Company’s Form 8-K filed on August 28, 2006.)
*10.15	Amendment to Employment Agreement of Michael S. Ives. (Incorporated herein by reference to the Company’s Form 8-K filed on December 26, 2006.)

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Exhibits:
*10.16	Heritage 2006 Equity Incentive Plan. (Incorporated herein by reference to the Company’s Form 8-K filed on December 29, 2006.)
10.17	Amended and Restated Deed of Lease between Heritage Bank and Dominion Enterprises dated November 21, 2006. (Incorporated herein by reference to the Company’s Form 10-K filed on March 30, 2007.)
10.18	Construction Contract between Heritage Bankshares, Inc. and Meredith Construction Company, Inc. dated October 25, 2007. (Incorporated herein by reference to the Company’s Form 8-K filed on October 26, 2007.)
*10.19	Amendment to Employment Agreement of Michael S. Ives. (Incorporated herein by reference to the Company’s Form 8-K filed on March 5, 2009.)
*10.20	Amended Employment Agreement of Sharon Curling Lessard.
*10.21	Amended Employment Agreement of Leigh C. Keogh.
21.1	Subsidiaries of the Registrant.
23.2	Consent of Elliott Davis LLC.
31.1	Certification of Principal Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HERITAGE BANKSHARES, INC.
	(Registrant)
Date: March 25, 2009	/s/ Michael S. Ives
	Michael S. Ives,
	President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 25, 2009	/s/ Michael S. Ives
	Michael S. Ives,
	President and Chief Executive Officer
	(Principal Executive Officer) and Director
March 25, 2009	/s/ John O. Guthrie
	John O. Guthrie,
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
March 25, 2009	/s/ Peter M. Meredith, Jr.
	Peter M. Meredith, Jr.,
	Chairman of the Board of Directors and Director
March 25, 2009	/s/ Stephen A. Johnsen
	Stephen A. Johnsen,
	Secretary of the Board of Directors and Director
March 25, 2009	/s/ Lisa F. Chandler
	Lisa F. Chandler,
	Director
March 25, 2009	/s/ James A. Cummings
	James A. Cummings,
	Director

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March 25, 2009	/s/ Wendell C. Franklin
	Wendell C. Franklin,
	Director
March 25, 2009	/s/ F. Dudley Fulton
	F. Dudley Fulton,
	Director
March 25, 2009	/s/ Thomas G. Johnson, III
	Thomas G. Johnson, III,
	Director
March 25, 2009	/s/ David L. Kaufman
	David L. Kaufman,
	Director
March 25, 2009	/s/ Charles R. Malbon, Jr.
	Charles R. Malbon, Jr.,
	Director
March 25, 2009	/s/ L. Allan Parrott
	L. Allan Parrott,
	Director
March 25, 2009	/s/ H. Donald Perry
	H. Donald Perry,
	Director
March 25, 2009	/s/ Ross C. Reeves
	Ross C. Reeves,
	Director
March 25, 2009	/s/ Harvey W. Roberts, III
	Harvey W. Roberts, III,
	Director
March 25, 2009	/s/ Barbara Zoby
	Barbara Zoby,
	Director

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EX-10.20

Exhibit 10.20

AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT (the “Amended Agreement”) is entered into as of the 1st day of January, 2007, by and between Heritage Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank a Virginia corporation (the “Bank”), and Sharon Curling Lessard (the “Executive”).

RECITALS

Bankshares and Executive previously entered into an employment agreement as of May 5, 2005 (the “Employment Agreement”); and

Bankshares and Executive desire to amend the Employment Agreement pursuant to the terms of this Amended Agreement.

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, Bankshares and Executive hereby agree as follows:

1. DEFINITIONS: Except as otherwise expressly provided in this Amended Agreement, the following terms shall have the following meanings for all purposes of this Amended Agreement:

(a) Accounting Firm means Bankshares’ independent accounting firm immediately prior to a Change of Control.

(b) Base Salary means the annual compensation specified in Section 4 below.

(c) Board means the Board of Directors of Bankshares.

(d) Cause means any of the reasons listed in Section 7(d) below for which this Amended Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof.

(e) Change of Control means a change in the ownership or effective control of Bankshares or in the ownership of a substantial portion of the assets of Bankshares and shall be deemed to have occurred upon the occurrence of any of the following events.

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(1) The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Bankshares, any Subsidiary or any Bankshares or Subsidiary’s employee benefit plan), directly or indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of Bankshares representing thirty-five percent (35%) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of Bankshares, but excluding for this purpose any such acquisition by any corporation with respect to which, following the acquisition, the outstanding common stock of Bankshares immediately prior thereto continues to represent (either by remaining outstanding or being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of Bankshares or such surviving entity or a parent or affiliate thereof outstanding immediately after the acquisition;

(2) Either a majority of the directors of Bankshares elected at Bankshares’ annual stockholders meeting shall have been nominated for election other than by or at the direction of the “incumbent directors” of Bankshares, or the “incumbent directors” shall cease to constitute a majority of the directors of Bankshares. The term “incumbent director” shall mean any director who was a director of Bankshares on April 27, 2005 and any individual who becomes a director of Bankshares subsequent to April 27, 2005 and who is elected or nominated by or at the direction of at least two-thirds of the then incumbent directors;

(3) The shareholders of Bankshares approve (x) a merger, consolidation or other business combination of Bankshares with any other “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate thereof, other than a merger or consolidation that would result in the outstanding common stock of Bankshares immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of Bankshares or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business combination, or (y) a plan of complete liquidation of Bankshares or an agreement for the sale or disposition by Bankshares of all or substantially all of Bankshares’ assets;

(4) A Change of Control as defined in Section 280G of the Code; or

(5) Any other event or circumstance which is not covered by the foregoing subsections but which the Board determines to affect control of Bankshares and with respect to which the Board adopts a resolution that the event or circumstance constitutes a Change of Control for purposes of this Amended Agreement.

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The date of a Change of Control described in this Section 1(e) is the date on which an event described above in this Section 1(e) occurs.

(f) Code means the Internal Revenue Code of 1986, as amended.

(g) Exchange Act means the Securities Exchange Act of 1934, as amended.

(h) Good reason means the occurrence of any of the conditions listed in Section 7(f) below which is followed by the resignation of Executive within twelve (12) months after such occurrence.

(i) Resignation for good reason means resignation by Executive in accordance with the provisions of Section 7(f) below.

(j) Restricted Period means a period ending on the later of (1) twelve (12) months after Executive’s resignation or other voluntary termination of employment pursuant to Section 7(c) below or Executive’s termination for cause pursuant to Section 7(d) below; or (2) the end of any period during which Executive’s Base Salary is continued after his termination of employment with Bankshares.

(k) Severance pay means an amount paid to Executive pursuant to Section 8(b) in the event he is terminated without cause following a Change of Control or resigns for good reason following a Change of Control.

(l) Subsidiary means any corporation at least a majority of the stock of which is owned by Bankshares, either directly or through one or more other Subsidiaries, and any other entity controlled, directly or indirectly, by Bankshares or any other Subsidiary.

(m) Term means the term of this Amended Agreement specified in Section 3 below, including the initial term, all renewal terms and any extended term pursuant to Section 8(a) below.

(n) Termination for cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(d) below for any of the reasons listed therein.

(o) Termination without cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(e) below.

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2. EMPLOYMENT:

(a) During the Term, Executive shall report to the Chief Executive Officer of Bankshares or such executive officer of Bankshares or the Bank as Bankshares’ Chief Executive Officer shall designate, and shall perform such services for Bankshares and/or one or more Subsidiaries as may be assigned to Executive by the Chief Executive Officer of Bankshares, his designate, or the Board of Directors of Bankshares or the Bank from time to time upon the terms and conditions hereinafter set forth. Executive agrees that, during the Term of Executive’s employment under this Amended Agreement, he will devote his full business time and energy to the business, affairs and interests of Bankshares and the Bank and serve diligently and to the best of his ability. Executive may serve as a director, trustee or officer of other corporations and entities, including without limitation charitable organizations, and engage in other activities to the extent those activities and services do not inhibit the performance of Executive’s duties hereunder or conflict with the business of Bankshares or any Subsidiary or any other affiliate of Bankshares or a Subsidiary.

(b) References in this Amended Agreement to services rendered for Bankshares and compensation, benefits, indemnification and liability insurance payable or provided by Bankshares shall include services rendered for and compensation, benefits, indemnification and liability insurance payable or provided by the Bank and any other Subsidiary, and references in this Amended Agreement to “Bankshares” shall mean and refer to the Bank and each other “Subsidiary” for which Executive performs services, as the context may require.

3. TERM: The initial term of this Amended Agreement shall be for the period beginning on January 1, 2007 and ending on December 31, 2008, and this Amended Agreement shall continue after the initial term for successive renewal terms of two (2) years each, unless at least three (3) months prior to the end of the initial term or any renewal term, either Executive or Bankshares delivers to the other written notice that this Amended Agreement shall terminate at the expiration of the then-existing term, subject, however, to earlier termination in the manner provided in this Amended Agreement. Notwithstanding the preceding sentence, the term of this Amended Agreement shall be extended pursuant to Section 8(a) below upon the occurrence of a Change of Control.

4. BASE SALARY: Executive shall receive Base Salary at the rate in effect for Executive as of January 1, 2007, payable in substantially equal installments no less frequently than monthly (less any amounts withheld as required by law or pursuant to any benefits plan). At least annually, Bankshares shall review and, in its sole discretion, may increase Executive’s Base Salary. If the Executive’s Base Salary is increased by Bankshares, such increased Base Salary shall then constitute the Base Salary for all purposes of this Amended Agreement and such Base Salary shall not be reduced during the Term of this Amended Agreement.

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5. EMPLOYEE BENEFITS AND REIMBURSEMENTS: During the Term of employment under this Amended Agreement, Executive shall participate or be entitled to participate in any pension, group insurance, hospitalization, incentive or deferred compensation and other benefit or compensation plans of Bankshares presently in effect or hereafter adopted and generally available to all Bank employees. Executive shall also be entitled to any additional compensation, benefits or perquisites, if any, that may be provided specifically to or for Executive by Bankshares from time to time. During the Term, to the extent provided by corporate policies, Executive shall be reimbursed for expenditures (including travel, entertainment, parking and business meetings) made in pursuance and furtherance of the business and good will of Bankshares.

6. INDEMNIFICATION:

(a) Bankshares and each bank Subsidiary for which Executive provides services shall indemnify and hold Executive harmless from and against all liability and expense resulting from (1) all acts or omissions of Executive while acting in the capacity of a director, officer, trustee, or fiduciary and/or employee of Bankshares and its Subsidiaries during Executive’s employment as such director, officer, and/or employee and (2) acts or omissions of Bankshares and its Subsidiaries occurring or alleged to have occurred during or prior to Executive’s employment, on terms and conditions no less favorable to Executive than the terms and conditions providing for indemnification of officers and directors under the Articles or Certificate of Incorporation and the Bylaws of Bankshares and each such Subsidiary as in effect on the date of this Amended Agreement. If the Articles or Certificate of Incorporation or the Bylaws of Bankshares and/or each such Subsidiary are hereafter amended to provide officers and directors with broader or greater rights of indemnification, Bankshares and each such Subsidiary acknowledge and agree that Executive shall be indemnified and held harmless under such broader or greater rights of indemnification and, further, that in no event shall Executive be entitled to any lesser rights of indemnification than would be available to Executive under such Articles or Certificate of Incorporation and/or Bylaws on the date of this Amended Agreement.

(b) To the maximum extent permitted by applicable law as in effect on the date of this Amended Agreement and without abridging or limiting the right of indemnification provided under Section 6(a) above, Bankshares and each bank Subsidiary for which Executive provides services shall indemnify and hold Executive harmless from and against all liability and expense resulting from (1) all acts or omissions of Executive while acting in the capacity of a director, officer, trustee, fiduciary and/or employee of Bankshares and its Subsidiaries during Executive’s employment as such officer and director and (2) acts or omissions of Bankshares

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and its Subsidiaries occurring or alleged to have occurred during or prior to Executive’s employment. If applicable laws relating to the indemnification of officers and directors (including, without limitation, the rules and regulations of the appropriate primary federal or state banking agency for Bankshares and each bank Subsidiary for which Executive provides services) are hereafter amended to provide officers and directors with broader or greater rights of indemnification than is provided under Section 6(a) above or this Section 6(b), Bankshares and each such Subsidiary acknowledge and agree that Executive shall be indemnified and held harmless under such broader or greater rights of indemnification and, further, that in no event shall Executive be entitled to any lesser rights of indemnification than are presently available to Executive under Section 6(a) above or this Section 6(b) on the date of this Amended Agreement. Bankshares and Executive further acknowledge and agree that it is the intention of the parties that Executive shall be entitled to indemnification as set forth under Section 6(a) above and this Section 6(b) to the greatest extent possible under either the Articles or Certificate of Incorporation and the Bylaws of Bankshares and each bank Subsidiary for which Executive performs services or applicable law as in effect on the date of this Amended Agreement or as hereafter amended from time to time to provide broader or greater rights of indemnification.

(c) Bankshares shall carry Directors and Officers Liability Insurance in such amounts as the Board in its discretion deems appropriate, and any payments made under such policy to Executive or on Executive’s behalf shall be offset against the indemnification obligation set forth in Section 6(a) and Section 6(b) above. Notwithstanding the foregoing, the indemnification provided by Section 6(a) and Section 6(b) above shall not apply, and Executive shall not be indemnified, with respect to any acts or omissions which constitute wanton or willful misconduct or willful gross negligence.

(d) The indemnity obligation set forth in this Section 6 shall be subject to the prohibitions and limitations established by applicable law and as set forth in applicable regulations adopted by any federal or state bank regulatory agency having jurisdiction over Bankshares or any bank Subsidiary.

(e) The provisions of this Section 6 shall survive termination of this Amended Agreement.

7. TERMINATION: Executive’s employment under this Amended Agreement may be terminated under any of the following conditions.

(a) Disability: If Executive is unable to perform the essential functions of Executive’s job on a full-time basis for a period of six (6) consecutive months (or for such shorter period ending with Executive’s eligibility for and receipt of long-term disability

6

benefits under an insurance policy or employee benefit plan provided or made available to Executive by Bankshares) by reason of illness or other physical or mental disability, Bankshares shall have the right to terminate Executive’s employment under this Amended Agreement by giving Executive thirty (30) days written notice thereof. If Executive’s employment is so terminated, Executive shall be paid any salary and benefits to which Executive may be entitled until the end of the payroll period in which the date of termination occurs, and thereafter, Bankshares shall have no further obligation for additional compensation and benefits under this Amended Agreement, except that Executive shall be entitled to payment for accrued and unused vacation and sick leave. A condition of disability shall be determined by the Board on the basis of competent evidence. A written opinion of a licensed physician certified in his field of specialization and acceptable to the Board, or Executive’s entitlement to or receipt of long-term disability benefits under any insurance policy or employee benefit plan provided or made available to Executive by Bankshares or under Federal Social Security law, shall be conclusive evidence of disability.

(b) Death: In the event of Executive’s death during the Term of this Amended Agreement, Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid compensation at the rate in effect at the time of Executive’s death for a period of one (1) month after the date of Executive’s death and shall be paid for Executive’s accrued and unused vacation and sick leave.

(c) Resignation By Executive: If Executive resigns or voluntarily leaves the employ of Bankshares, other than under circumstances treated as resignation for good reason, then Executive shall be in breach of this Amended Agreement and, without limiting the generality of the foregoing, the obligations of Bankshares to Executive shall terminate, except for the obligation to pay any accrued and unpaid salary, vacation and sick leave as of the date of such resignation.

(d) Termination For Cause: The Board may, in its sole discretion, by written notice to Executive terminate Executive’s employment immediately for breach upon the occurrence of any of the following:

(1) Continued and willful neglect by Executive of Executive’s duties for or on behalf of Bankshares or any of its Subsidiaries;

(2) Executive’s willful disregard of the directions of the Board or the Chief Executive Officer of Bankshares;

(3) Willful misconduct of Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of Bankshares or its Subsidiaries or a Subsidiary’s

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depositors or borrowers, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of Bankshares or its Subsidiaries to the prejudice of Bankshares or its Subsidiaries;

(4) Conduct by Executive which results in Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of Bankshares or a Subsidiary pursuant to the rules and regulations of the primary federal or state banking agency for Bankshares or the Subsidiary or any other federal or state banking agency having regulatory jurisdiction over Bankshares or the Subsidiary;

(5) Conviction of Executive of a felony or any misdemeanor involving moral turpitude;

(6) Willful violation of any code of conduct or standards of ethics applicable to employees of Bankshares that results in material and demonstrable damage to the business or reputation of Bankshares; or

(7) The issuance of a permanent injunction or similar remedy against Executive preventing Executive from executing or performing all or part of this Amended Agreement.

If Executive’s employment is terminated for cause or Bankshares has cause for termination and Executive voluntarily resigns, Executive shall not be entitled to any further compensation or benefits under this Amended Agreement other than payment for accrued and unused vacation and sick leave. Moreover, nothing in this Section 7 is intended to have any effect on any rights that are vested.

Notwithstanding anything herein to the contrary, except as “willful” may be otherwise defined by the rules and regulations of the primary federal or state banking agency for each such Subsidiary or any other federal or state banking agency having regulatory jurisdiction over each such Subsidiary, (x) no act or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of Bankshares and/or each bank Subsidiary for which Executive performs services, and (y) no failure to act on Executive’s part shall be considered “willful” if such failure is a result of a condition of disability within the meaning of Section 7(a) of this Amended Agreement.

(e) Termination Without Cause: The Board may, in its sole discretion, terminate Executive’s employment under this Amended Agreement without cause at any time in any lawful manner by not less than thirty (30) days written notice to Executive. In

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the event of such termination: (i) Executive shall be paid accrued and unused vacation and sick leave as of the date of termination, and (ii) Executive shall continue to be paid, during the twelve (12) months that follow the date of termination, the Base Salary that Executive is entitled to receive as of the date Executive is terminated without cause. Nothing in this Section shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of such termination. The salary described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Amended Agreement.

Notwithstanding the foregoing provisions of this Section 7(e), Bankshares shall not terminate Executive’s employment without cause (nor shall any decision previously made to terminate Executive’s employment without cause be effective) nor shall Bankshares, without cause, fail to renew this Amended Agreement pursuant to Section 3 during any period of time when Bankshares has knowledge that any person, entity or concern, whether acting independently, as part of a group or in concert with any other person, entity or concern, has taken steps reasonably calculated to effect a Change of Control of Bankshares until, in the opinion of the Board, such person, entity or concern has abandoned or terminated such efforts to effect a Change of Control. Any good faith determination by the Board that any such person, concern or entity has abandoned or terminated such efforts to effect a Change of Control shall be conclusive and binding on Executive. Such determination shall be promptly communicated to Executive in writing by the Secretary of Bankshares.

(f) Resignation For Good Reason:

(1) Executive may resign for good reason upon the occurrence of any of the following conditions:

(a) Without Executive’s express written consent, Bankshares requires Executive to render services other than in a senior management or executive capacity or to render services other than the type for which Executive is suited by background and training;

(b) A reduction by Bankshares of Executive’s Base Salary; or

(c) Any material breach of this Amended Agreement by Bankshares;

The Executive’s continued employment shall not constitute consent to, or a waiver of rights, with respect to, any act or failure to act constituting good reason.

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(2) Resignation for good reason shall be effected by delivering to Bankshares, within twelve (12) months after the occurrence of one of the conditions described above, a written notice specifying a date for termination of employment (a) which is not less than thirty (30) days after the date of the notice, and (b) which is not more than ninety (90) days after the date of the notice. The notice shall also state that Executive is resigning for good reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for resignation for good reason hereunder. If within the notice period, Bankshares cures or corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason.

(3) If Executive resigns for good reason at any time after the date of this Amended Agreement (other than a resignation for good reason during the Term after a Change of Control, which shall be governed by Section 8 below), then Executive shall continue to be paid, during the twelve (12) months that follow the date of Executive’s termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The salary and benefits described in this Section 7(f) shall be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Amended Agreement.

8. CHANGE OF CONTROL: Notwithstanding the preceding provisions of this Amended Agreement, upon the occurrence of a Change of Control, the following provisions shall apply:

(a) The Term shall be extended for a period of two (2) years after the date on which the Change of Control occurs.

(b) If during the Term, as extended pursuant to Section 8(a), either Executive’s employment is terminated without cause or Executive resigns for good reason, in either case, Bankshares shall provide to Executive the following severance benefits:

(1) Bankshares shall pay to Executive, in lieu of the compensation specified in Sections 7(e) and 7(f), severance pay (subject to any applicable payroll or other taxes required to be withheld) equal to 12 Months Base Salary at the rate then in effect, or if greater, in effect immediately preceding the Change of Control. Severance pay shall be paid in cash (except to the extent that Executive and Bankshares agree that it shall be paid in other property) and shall be paid in one lump sum on or before Executive’s last day of employment.

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(2) Bankshares shall pay to Executive in a lump sum on or before Executive’s last day of employment the amount of Executive’s accrued vacation and sick leave determined on the basis of his Base Salary then in effect, or if greater, in effect immediately preceding the Change of Control.

(3) If Executive collects any part or all of the severance pay and vacation and sick leave payment provided under this Section 8 by or through a lawyer or lawyers, following a Change of Control and a dispute with Bankshares regarding the terms of this Section 8 and any related provision of this Amended Agreement, Bankshares shall pay all costs of any such collection or enforcement, including reasonable legal fees and other out of pocket expenses incurred by the Executive, up to that point when Bankshares offered to settle the dispute for an amount equal to the amount that Executive is entitled to recover.

(4) The payments described in this Section 8 shall be due Executive regardless of any subsequent employment obtained by Executive.

9. NONCOMPETITION – NONDISCLOSURE:

(a) Except as otherwise provided in Section 9(c) below, during the Term and the Restricted Period, Executive shall not: (i) either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise, become employed by, or manage or perform services for any business operation, in a managerial, marketing or sales capacity, if such business operation has a location within South Hampton Roads (that is, the cities of Norfolk, Portsmouth, Chesapeake, Virginia Beach and Suffolk, Virginia) and competes with Bankshares or the Bank; (ii) induce or attempt to induce any employee of Bankshares or any Subsidiary to leave such employee’s position with Bankshares or any Subsidiary to become associated with a business competing in any way with Bankshares or any Subsidiary; or (iii) induce or attempt to induce any customer of Bankshares or any Subsidiary of either to cease transacting business with Bankshares or any Subsidiary or transfer any part of such customer’s business to any other depository institution.

(b) During the Term and for twelve (12) months after the end of the Restricted Period, Executive shall hold in a fiduciary capacity for the benefit of Bankshares and its Subsidiaries all secret or confidential information, knowledge or data relating to Bankshares and its Subsidiaries and their respective businesses, which shall have been obtained by Executive during Executive’s employment by Bankshares and any Subsidiary and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Amended Agreement). During the Term and for twelve (12) months after the end of the Restricted Period, Executive shall not, without the prior written consent of Bankshares and such Subsidiary or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than

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Bankshares and any such Subsidiary and those designated by them. After the end of the Restricted Period, the existence and identity of the customers and employees of Bankshares and any of its Subsidiaries shall not constitute secret or confidential information, knowledge or data.

(c) The provisions contained in Section 9(a) shall not apply and shall have no force and effect at any time following a Change of Control. During any period in which the provisions of Section 9(a) are effective, those provisions shall not preclude Executive from holding any publicly traded stock provided Executive does not acquire any stock interest in any one company in excess of one percent (1%) of the outstanding voting stock of that company.

(d) The parties agree that the restrictions contained in this Section 9 are reasonable and fair. If Executive competes in violation of the terms of this Section 9, the parties agree that Bankshares will be irreparably harmed without an adequate remedy at law. Accordingly, Executive acknowledges that if he breaches or threatens to breach any provision of this Section 9, Bankshares shall be entitled to an injunction, both preliminary and permanent, restraining Executive from such breach or threatened breach, but such injunctive relief shall not preclude Bankshares from pursuing all other legal or equitable remedies arising out of such a breach.

(e) The parties have attempted to limit Executive’s right to compete only to the extent necessary to protect Bankshares and its Subsidiaries from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that, if the scope or enforceability of a restrictive covenant set forth in this Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of Bankshares and its Subsidiaries.

10. NOTICES: For the purposes of this Amended Agreement, notices or other communications provided for in this Amended Agreement shall be in writing and shall be deemed to have been duly given when hand delivered to the party to whom directed or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to such party at such party’s address last known by the party giving such notice. Each party may, from time to time, and shall, upon request of another party, designate an address to which notices should be sent. Notices of change of address shall be effective only upon receipt.

11. MODIFICATION – WAIVERS – APPLICABLE LAW: No provisions of this Amended Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by Executive and on behalf of

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Bankshares by such officers as may be specifically designated by the Board. No waiver of any breach, condition or provision of this Amended Agreement by any party hereto at any time shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not set forth expressly in this Amended Agreement. The validity, interpretation, construction and performance of this Amended Agreement shall be governed by the laws of the Commonwealth of Virginia. The parties hereby irrevocably submit to the venue of the Circuit Court of Norfolk, Virginia for any action arising out of or relating to this Amended Agreement.

12. INVALIDITY – ENFORCEABILITY: The invalidity or enforceability of any provision of this Amended Agreement shall not affect the validity or enforceability of any other provision of this Amended Agreement, which shall remain in full force and effect. Any provision in this Amended Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. SUCCESSOR RIGHTS: This Amended Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, and shall be binding upon Bankshares and any successor to Bankshares. If Executive should die while any amounts would still be payable to Executive hereunder all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Amended Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

14. ATTORNEY’S FEES: Subject to Section 8(b)(3), in the event that either party incurs costs and fees, including attorney’s fees, in enforcing its rights under this Amended Agreement, the party substantially prevailing in such suit or action including any appeal shall be entitled to recover from the other all such costs and reasonable attorney’s fees.

15. COMPLIANCE WITH FEDERAL STATUTES AND REGULATIONS:

(a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of Bankshares or any Subsidiary by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)), Bankshares’ obligations to Executive under this Amended Agreement pertaining to the applicable bank Subsidiary shall be suspended as of the date of service of any such notice unless stayed by appropriate proceedings. If the charges in the notice

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are dismissed, Bankshares may in its discretion (i) pay Executive all or part of the compensation withheld while its obligations under this Amended Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of a bank Subsidiary’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of Bankshares under this Amended Agreement pertaining to the applicable bank Subsidiary shall terminate as of the effective date of the order, but vested rights of the parties hereto shall not be affected.

(c) If a bank Subsidiary is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act 12 U.S.C. Section 1813(x)(1)), all obligations under this Amended Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the parties hereto shall not be affected.

(d) All obligations under this Amended Agreement pertaining to a bank Subsidiary shall be terminated, except to the extent that it is determined that continuation of the contract is necessary to the continued operation of the applicable Subsidiary (i) by the appropriate federal banking agency, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the applicable Subsidiary under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (18 U.S.C. Section 1823(c)); or (ii) by the appropriate federal banking agency, at the time such agency approves a supervisory merger to resolve problems related to operation of the applicable Subsidiary or when the applicable Subsidiary is determined by such agency to be in an unsafe or unsound condition; but vested rights of the parties hereto shall not be affected.

16. HEADINGS: Descriptive headings contained in this Amended Agreement are for convenience only and shall not control or affect the meaning or construction of any provision hereof.

17. LEGAL CONFLICT: In the event of any conflict between any of the provisions of this Amended Agreement and the provisions of any applicable statutes or regulations, as such statutes or regulations are in effect as of the date of this Amended Agreement, the provisions of such statutes or regulations in effect as of the date of this Amended Agreement shall control.

18. SUPERSESSION OF PRIOR AGREEMENTS: This Amended Agreement supersedes all prior agreements, either expressed or implied, between the parties hereto with respect to the employment of Executive.

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IN WITNESS WHEREOF, the parties have executed this Amended Agreement effective as of the date first above written.

EXECUTIVE
/s/ Sharon Curling Lessard
Sharon Curling Lessard
HERITAGE BANKSHARES, INC.
By:	/s/ Michael S. Ives
	Michael S. Ives
	President and Chief Executive Officer
HERITAGE BANK
By:	/s/ Michael S. Ives
	Michael S. Ives
	President and Chief Executive Officer

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EX-10.21

Exhibit 10.21

AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT (the “Amended Agreement”) is entered into as of the 1st day of January, 2007, by and between Heritage Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank, a Virginia corporation (the “Bank”), and Leigh C. Keogh (the “Executive”).

RECITALS

Bankshares and Executive previously entered into an employment agreement as of May 5, 2005 (the “Employment Agreement”); and

Bankshares and Executive desire to amend the Employment Agreement pursuant to the terms of this Amended Agreement.

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, Bankshares and Executive hereby agree as follows:

1. DEFINITIONS: Except as otherwise expressly provided in this Amended Agreement, the following terms shall have the following meanings for all purposes of this Amended Agreement:

(a) Accounting Firm means Bankshares’ independent accounting firm immediately prior to a Change of Control.

(b) Base Salary means the annual compensation specified in Section 4 below.

(c) Board means the Board of Directors of Bankshares.

(d) Cause means any of the reasons listed in Section 7(d) below for which this Amended Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof.

(e) Change of Control means a change in the ownership or effective control of Bankshares or in the ownership of a substantial portion of the assets of Bankshares and shall be deemed to have occurred upon the occurrence of any of the following events.

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(1) The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Bankshares, any Subsidiary or any Bankshares or Subsidiary’s employee benefit plan), directly or indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of Bankshares representing thirty-five percent (35%) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of Bankshares, but excluding for this purpose any such acquisition by any corporation with respect to which, following the acquisition, the outstanding common stock of Bankshares immediately prior thereto continues to represent (either by remaining outstanding or being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of Bankshares or such surviving entity or a parent or affiliate thereof outstanding immediately after the acquisition;

(2) Either a majority of the directors of Bankshares elected at Bankshares’ annual stockholders meeting shall have been nominated for election other than by or at the direction of the “incumbent directors” of Bankshares, or the “incumbent directors” shall cease to constitute a majority of the directors of Bankshares. The term “incumbent director” shall mean any director who was a director of Bankshares on April 27, 2005 and any individual who becomes a director of Bankshares subsequent to April 27, 2005 and who is elected or nominated by or at the direction of at least two-thirds of the then incumbent directors;

(3) The shareholders of Bankshares approve (x) a merger, consolidation or other business combination of Bankshares with any other “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the 1934 Act) or affiliate thereof, other than a merger or consolidation that would result in the outstanding common stock of Bankshares immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of Bankshares or such surviving entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business combination, or (y) a plan of complete liquidation of Bankshares or an agreement for the sale or disposition by Bankshares of all or substantially all of Bankshares’ assets;

(4) A Change of Control as defined in Section 280G of the Code; or

(5) Any other event or circumstance which is not covered by the foregoing subsections but which the Board determines to affect control of Bankshares and with respect to which the Board adopts a resolution that the event or circumstance constitutes a Change of Control for purposes of this Amended Agreement.

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The date of a Change of Control described in this Section 1(e) is the date on which an event described above in this Section 1(e) occurs.

(f) Code means the Internal Revenue Code of 1986, as amended.

(g) Exchange Act means the Securities Exchange Act of 1934, as amended.

(h) Good reason means the occurrence of any of the conditions listed in Section 7(f) below which is followed by the resignation of Executive within twelve (12) months after such occurrence.

(i) Resignation for good reason means resignation by Executive in accordance with the provisions of Section 7(f) below.

(j) Restricted Period means a period ending on the later of (1) twelve (12) months after Executive’s resignation or other voluntary termination of employment pursuant to Section 7(c) below or Executive’s termination for cause pursuant to Section 7(d) below; or (2) the end of any period during which Executive’s Base Salary is continued after his termination of employment with Bankshares.

(k) Severance pay means an amount paid to Executive pursuant to Section 8(b) in the event he is terminated without cause following a Change of Control or resigns for good reason following a Change of Control.

(l) Subsidiary means any corporation at least a majority of the stock of which is owned by Bankshares, either directly or through one or more other Subsidiaries, and any other entity controlled, directly or indirectly, by Bankshares or any other Subsidiary.

(m) Term means the term of this Amended Agreement specified in Section 3 below, including the initial term, all renewal terms and any extended term pursuant to Section 8(a) below.

(n) Termination for cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(d) below for any of the reasons listed therein.

(o) Termination without cause means discharge of Executive prior to the end of the Term in accordance with the provisions of Section 7(e) below.

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2. EMPLOYMENT:

(a) During the Term, Executive shall report to the Chief Executive Officer of Bankshares or such executive officer of Bankshares or the Bank as Bankshares’ Chief Executive Officer shall designate, and shall perform such services for Bankshares and/or one or more Subsidiaries as may be assigned to Executive by the Chief Executive Officer of Bankshares, his designate, or the Board of Directors of Bankshares or the Bank from time to time upon the terms and conditions hereinafter set forth. Executive agrees that, during the Term of Executive’s employment under this Amended Agreement, he will devote his full business time and energy to the business, affairs and interests of Bankshares and the Bank and serve diligently and to the best of his ability. Executive may serve as a director, trustee or officer of other corporations and entities, including without limitation charitable organizations, and engage in other activities to the extent those activities and services do not inhibit the performance of Executive’s duties hereunder or conflict with the business of Bankshares or any Subsidiary or any other affiliate of Bankshares or a Subsidiary.

(b) References in this Amended Agreement to services rendered for Bankshares and compensation, benefits, indemnification and liability insurance payable or provided by Bankshares shall include services rendered for and compensation, benefits, indemnification and liability insurance payable or provided by the Bank and any other Subsidiary, and references in this Amended Agreement to “Bankshares” shall mean and refer to the Bank and each other “Subsidiary” for which Executive performs services, as the context may require.

3. TERM: The initial term of this Amended Agreement shall be for the period beginning on January 1, 2007 and ending on December 31, 2008, and this Amended Agreement shall continue after the initial term for successive renewal terms of two (2) years each, unless at least three (3) months prior to the end of the initial term or any renewal term, either Executive or Bankshares delivers to the other written notice that this Amended Agreement shall terminate at the expiration of the then-existing term, subject, however, to earlier termination in the manner provided in this Amended Agreement. Notwithstanding the preceding sentence, the term of this Amended Agreement shall be extended pursuant to Section 8(a) below upon the occurrence of a Change of Control.

4. BASE SALARY: Executive shall receive Base Salary at the rate in effect for Executive as of January 1, 2007, payable in substantially equal installments no less frequently than monthly (less any amounts withheld as required by law or pursuant to any benefits plan). At least annually, Bankshares shall review and, in its sole discretion, may increase Executive’s Base Salary. If the Executive’s Base Salary is increased by Bankshares, such increased Base Salary shall then constitute the Base Salary for all purposes of this Amended Agreement and such Base Salary shall not be reduced during the Term of this Amended Agreement.

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5. EMPLOYEE BENEFITS AND REIMBURSEMENTS: During the Term of employment under this Amended Agreement, Executive shall participate or be entitled to participate in any pension, group insurance, hospitalization, incentive or deferred compensation and other benefit or compensation plans of Bankshares presently in effect or hereafter adopted and generally available to all Bank employees. Executive shall also be entitled to any additional compensation, benefits or perquisites, if any, that may be provided specifically to or for Executive by Bankshares from time to time. During the Term, to the extent provided by corporate policies, Executive shall be reimbursed for expenditures (including travel, entertainment, parking and business meetings) made in pursuance and furtherance of the business and good will of Bankshares.

6. INDEMNIFICATION:

(a) Bankshares and each bank Subsidiary for which Executive provides services shall indemnify and hold Executive harmless from and against all liability and expense resulting from (1) all acts or omissions of Executive while acting in the capacity of a director, officer, trustee, or fiduciary and/or employee of Bankshares and its Subsidiaries during Executive’s employment as such director, officer, and/or employee and (2) acts or omissions of Bankshares and its Subsidiaries occurring or alleged to have occurred during or prior to Executive’s employment, on terms and conditions no less favorable to Executive than the terms and conditions providing for indemnification of officers and directors under the Articles or Certificate of Incorporation and the Bylaws of Bankshares and each such Subsidiary as in effect on the date of this Amended Agreement. If the Articles or Certificate of Incorporation or the Bylaws of Bankshares and/or each such Subsidiary are hereafter amended to provide officers and directors with broader or greater rights of indemnification, Bankshares and each such Subsidiary acknowledge and agree that Executive shall be indemnified and held harmless under such broader or greater rights of indemnification and, further, that in no event shall Executive be entitled to any lesser rights of indemnification than would be available to Executive under such Articles or Certificate of Incorporation and/or Bylaws on the date of this Amended Agreement.

(b) To the maximum extent permitted by applicable law as in effect on the date of this Amended Agreement and without abridging or limiting the right of indemnification provided under Section 6(a) above, Bankshares and each bank Subsidiary for which Executive provides services shall indemnify and hold Executive harmless from and against all liability and expense resulting from (1) all acts or omissions of Executive while acting in the capacity of a director, officer, trustee, fiduciary and/or employee of Bankshares and its Subsidiaries during Executive’s employment as such officer and director and (2) acts or omissions of Bankshares

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and its Subsidiaries occurring or alleged to have occurred during or prior to Executive’s employment. If applicable laws relating to the indemnification of officers and directors (including, without limitation, the rules and regulations of the appropriate primary federal or state banking agency for Bankshares and each bank Subsidiary for which Executive provides services) are hereafter amended to provide officers and directors with broader or greater rights of indemnification than is provided under Section 6(a) above or this Section 6(b), Bankshares and each such Subsidiary acknowledge and agree that Executive shall be indemnified and held harmless under such broader or greater rights of indemnification and, further, that in no event shall Executive be entitled to any lesser rights of indemnification than are presently available to Executive under Section 6(a) above or this Section 6(b) on the date of this Amended Agreement. Bankshares and Executive further acknowledge and agree that it is the intention of the parties that Executive shall be entitled to indemnification as set forth under Section 6(a) above and this Section 6(b) to the greatest extent possible under either the Articles or Certificate of Incorporation and the Bylaws of Bankshares and each bank Subsidiary for which Executive performs services or applicable law as in effect on the date of this Amended Agreement or as hereafter amended from time to time to provide broader or greater rights of indemnification.

(c) Bankshares shall carry Directors and Officers Liability Insurance in such amounts as the Board in its discretion deems appropriate, and any payments made under such policy to Executive or on Executive’s behalf shall be offset against the indemnification obligation set forth in Section 6(a) and Section 6(b) above. Notwithstanding the foregoing, the indemnification provided by Section 6(a) and Section 6(b) above shall not apply, and Executive shall not be indemnified, with respect to any acts or omissions which constitute wanton or willful misconduct or willful gross negligence.

(d) The indemnity obligation set forth in this Section 6 shall be subject to the prohibitions and limitations established by applicable law and as set forth in applicable regulations adopted by any federal or state bank regulatory agency having jurisdiction over Bankshares or any bank Subsidiary.

(e) The provisions of this Section 6 shall survive termination of this Amended Agreement.

7. TERMINATION: Executive’s employment under this Amended Agreement may be terminated under any of the following conditions.

(a) Disability: If Executive is unable to perform the essential functions of Executive’s job on a full-time basis for a period of six (6) consecutive months (or for such shorter period ending with Executive’s eligibility for and receipt of long-term disability

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benefits under an insurance policy or employee benefit plan provided or made available to Executive by Bankshares) by reason of illness or other physical or mental disability, Bankshares shall have the right to terminate Executive’s employment under this Amended Agreement by giving Executive thirty (30) days written notice thereof. If Executive’s employment is so terminated, Executive shall be paid any salary and benefits to which Executive may be entitled until the end of the payroll period in which the date of termination occurs, and thereafter, Bankshares shall have no further obligation for additional compensation and benefits under this Amended Agreement, except that Executive shall be entitled to payment for accrued and unused vacation and sick leave. A condition of disability shall be determined by the Board on the basis of competent evidence. A written opinion of a licensed physician certified in his field of specialization and acceptable to the Board, or Executive’s entitlement to or receipt of long-term disability benefits under any insurance policy or employee benefit plan provided or made available to Executive by Bankshares or under Federal Social Security law, shall be conclusive evidence of disability.

(b) Death: In the event of Executive’s death during the Term of this Amended Agreement, Executive’s estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid compensation at the rate in effect at the time of Executive’s death for a period of one (1) month after the date of Executive’s death and shall be paid for Executive’s accrued and unused vacation and sick leave.

(c) Resignation By Executive: If Executive resigns or voluntarily leaves the employ of Bankshares, other than under circumstances treated as resignation for good reason, then Executive shall be in breach of this Amended Agreement and, without limiting the generality of the foregoing, the obligations of Bankshares to Executive shall terminate, except for the obligation to pay any accrued and unpaid salary, vacation and sick leave as of the date of such resignation.

(d) Termination For Cause: The Board may, in its sole discretion, by written notice to Executive terminate Executive’s employment immediately for breach upon the occurrence of any of the following:

(1) Continued and willful neglect by Executive of Executive’s duties for or on behalf of Bankshares or any of its Subsidiaries;

(2) Executive’s willful disregard of the directions of the Board or the Chief Executive Officer of Bankshares;

(3) Willful misconduct of Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of Bankshares or its Subsidiaries or a Subsidiary’s

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depositors or borrowers, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of Bankshares or its Subsidiaries to the prejudice of Bankshares or its Subsidiaries;

(4) Conduct by Executive which results in Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of Bankshares or a Subsidiary pursuant to the rules and regulations of the primary federal or state banking agency for Bankshares or the Subsidiary or any other federal or state banking agency having regulatory jurisdiction over Bankshares or the Subsidiary;

(5) Conviction of Executive of a felony or any misdemeanor involving moral turpitude;

(6) Willful violation of any code of conduct or standards of ethics applicable to employees of Bankshares that results in material and demonstrable damage to the business or reputation of Bankshares; or

(7) The issuance of a permanent injunction or similar remedy against Executive preventing Executive from executing or performing all or part of this Amended Agreement.

If Executive’s employment is terminated for cause or Bankshares has cause for termination and Executive voluntarily resigns, Executive shall not be entitled to any further compensation or benefits under this Amended Agreement other than payment for accrued and unused vacation and sick leave. Moreover, nothing in this Section 7 is intended to have any effect on any rights that are vested.

Notwithstanding anything herein to the contrary, except as “willful” may be otherwise defined by the rules and regulations of the primary federal or state banking agency for each such Subsidiary or any other federal or state banking agency having regulatory jurisdiction over each such Subsidiary, (x) no act or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of Bankshares and/or each bank Subsidiary for which Executive performs services, and (y) no failure to act on Executive’s part shall be considered “willful” if such failure is a result of a condition of disability within the meaning of Section 7(a) of this Amended Agreement.

(e) Termination Without Cause: The Board may, in its sole discretion, terminate Executive’s employment under this Amended Agreement without cause at any time in any lawful manner by not less than thirty (30) days written notice to Executive. In

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the event of such termination: (i) Executive shall be paid accrued and unused vacation and sick leave as of the date of termination, and (ii) Executive shall continue to be paid, during the twelve (12) months that follow the date of termination, the Base Salary that Executive is entitled to receive as of the date Executive is terminated without cause. Nothing in this Section shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of such termination. The salary described in this Section 7(e) will be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Amended Agreement.

Notwithstanding the foregoing provisions of this Section 7(e), Bankshares shall not terminate Executive’s employment without cause (nor shall any decision previously made to terminate Executive’s employment without cause be effective) nor shall Bankshares, without cause, fail to renew this Amended Agreement pursuant to Section 3 during any period of time when Bankshares has knowledge that any person, entity or concern, whether acting independently, as part of a group or in concert with any other person, entity or concern, has taken steps reasonably calculated to effect a Change of Control of Bankshares until, in the opinion of the Board, such person, entity or concern has abandoned or terminated such efforts to effect a Change of Control. Any good faith determination by the Board that any such person, concern or entity has abandoned or terminated such efforts to effect a Change of Control shall be conclusive and binding on Executive. Such determination shall be promptly communicated to Executive in writing by the Secretary of Bankshares.

(f) Resignation For Good Reason:

(1) Executive may resign for good reason upon the occurrence of any of the following conditions:

(a) Without Executive’s express written consent, Bankshares requires Executive to render services other than in a senior management or executive capacity or to render services other than the type for which Executive is suited by background and training;

(b) A reduction by Bankshares of Executive’s Base Salary; or

(c) Any material breach of this Amended Agreement by Bankshares;

The Executive’s continued employment shall not constitute consent to, or a waiver of rights, with respect to, any act or failure to act constituting good reason.

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(2) Resignation for good reason shall be effected by delivering to Bankshares, within twelve (12) months after the occurrence of one of the conditions described above, a written notice specifying a date for termination of employment (a) which is not less than thirty (30) days after the date of the notice, and (b) which is not more than ninety (90) days after the date of the notice. The notice shall also state that Executive is resigning for good reason as contemplated by this Section 7(f) and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for resignation for good reason hereunder. If within the notice period, Bankshares cures or corrects any circumstances providing a basis for resignation for good reason, Executive shall not be entitled to resign for good reason.

(3) If Executive resigns for good reason at any time after the date of this Amended Agreement (other than a resignation for good reason during the Term after a Change of Control, which shall be governed by Section 8 below), then Executive shall continue to be paid, during the twelve (12) months that follow the date of Executive’s termination of employment, the Base Salary that Executive is entitled to receive as of the date of the notice announcing Executive’s resignation; provided that nothing in this Section 7(f) shall affect Executive’s rights to receive any benefit which has been earned but not paid with respect to Executive’s performance prior to the date of termination. The salary and benefits described in this Section 7(f) shall be due Executive regardless of any subsequent employment attained by Executive which is not in violation of this Amended Agreement.

8. CHANGE OF CONTROL: Notwithstanding the preceding provisions of this Amended Agreement, upon the occurrence of a Change of Control, the following provisions shall apply:

(a) The Term shall be extended for a period of two (2) years after the date on which the Change of Control occurs.

(b) If during the Term, as extended pursuant to Section 8(a), either Executive’s employment is terminated without cause or Executive resigns for good reason, in either case, Bankshares shall provide to Executive the following severance benefits:

(1) Bankshares shall pay to Executive, in lieu of the compensation specified in Sections 7(e) and 7(f), severance pay (subject to any applicable payroll or other taxes required to be withheld) equal to 12 Months Base Salary at the rate then in effect, or if greater, in effect immediately preceding the Change of Control. Severance pay shall be paid in cash (except to the extent that Executive and Bankshares agree that it shall be paid in other property) and shall be paid in one lump sum on or before Executive’s last day of employment.

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(2) Bankshares shall pay to Executive in a lump sum on or before Executive’s last day of employment the amount of Executive’s accrued vacation and sick leave determined on the basis of his Base Salary then in effect, or if greater, in effect immediately preceding the Change of Control.

(3) If Executive collects any part or all of the severance pay and vacation and sick leave payment provided under this Section 8 by or through a lawyer or lawyers, following a Change of Control and a dispute with Bankshares regarding the terms of this Section 8 and any related provision of this Amended Agreement, Bankshares shall pay all costs of any such collection or enforcement, including reasonable legal fees and other out of pocket expenses incurred by the Executive, up to that point when Bankshares offered to settle the dispute for an amount equal to the amount that Executive is entitled to recover.

(4) The payments described in this Section 8 shall be due Executive regardless of any subsequent employment obtained by Executive.

9. NONCOMPETITION – NONDISCLOSURE:

(a) Except as otherwise provided in Section 9(c) below, during the Term and the Restricted Period, Executive shall not: (i) either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise, become employed by, or manage or perform services for any business operation, in a managerial, marketing or sales capacity, if such business operation has a location within South Hampton Roads (that is, the cities of Norfolk, Portsmouth, Chesapeake, Virginia Beach and Suffolk, Virginia) and competes with Bankshares or the Bank; (ii) induce or attempt to induce any employee of Bankshares or any Subsidiary to leave such employee’s position with Bankshares or any Subsidiary to become associated with a business competing in any way with Bankshares or any Subsidiary; or (iii) induce or attempt to induce any customer of Bankshares or any Subsidiary of either to cease transacting business with Bankshares or any Subsidiary or transfer any part of such customer’s business to any other depository institution.

(b) During the Term and for twelve (12) months after the end of the Restricted Period, Executive shall hold in a fiduciary capacity for the benefit of Bankshares and its Subsidiaries all secret or confidential information, knowledge or data relating to Bankshares and its Subsidiaries and their respective businesses, which shall have been obtained by Executive during Executive’s employment by Bankshares and any Subsidiary and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Amended Agreement). During the Term and for twelve (12) months after the end of the Restricted Period, Executive shall not, without the prior written consent of Bankshares and such Subsidiary or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than

11

Bankshares and any such Subsidiary and those designated by them. After the end of the Restricted Period, the existence and identity of the customers and employees of Bankshares and any of its Subsidiaries shall not constitute secret or confidential information, knowledge or data.

(c) The provisions contained in Section 9(a) shall not apply and shall have no force and effect at any time following a Change of Control. During any period in which the provisions of Section 9(a) are effective, those provisions shall not preclude Executive from holding any publicly traded stock provided Executive does not acquire any stock interest in any one company in excess of one percent (1%) of the outstanding voting stock of that company.

(d) The parties agree that the restrictions contained in this Section 9 are reasonable and fair. If Executive competes in violation of the terms of this Section 9, the parties agree that Bankshares will be irreparably harmed without an adequate remedy at law. Accordingly, Executive acknowledges that if he breaches or threatens to breach any provision of this Section 9, Bankshares shall be entitled to an injunction, both preliminary and permanent, restraining Executive from such breach or threatened breach, but such injunctive relief shall not preclude Bankshares from pursuing all other legal or equitable remedies arising out of such a breach.

(e) The parties have attempted to limit Executive’s right to compete only to the extent necessary to protect Bankshares and its Subsidiaries from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, the parties hereby agree that, if the scope or enforceability of a restrictive covenant set forth in this Section 9 is in any way disputed at any time, a court or other trier of fact may modify and reform such provision to substitute such other terms as are reasonable to protect the legitimate business interests of Bankshares and its Subsidiaries.

10. NOTICES: For the purposes of this Amended Agreement, notices or other communications provided for in this Amended Agreement shall be in writing and shall be deemed to have been duly given when hand delivered to the party to whom directed or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to such party at such party’s address last known by the party giving such notice. Each party may, from time to time, and shall, upon request of another party, designate an address to which notices should be sent. Notices of change of address shall be effective only upon receipt.

11. MODIFICATION - WAIVERS - APPLICABLE LAW: No provisions of this Amended Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by Executive and on behalf of

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Bankshares by such officers as may be specifically designated by the Board. No waiver of any breach, condition or provision of this Amended Agreement by any party hereto at any time shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not set forth expressly in this Amended Agreement. The validity, interpretation, construction and performance of this Amended Agreement shall be governed by the laws of the Commonwealth of Virginia. The parties hereby irrevocably submit to the venue of the Circuit Court of Norfolk, Virginia for any action arising out of or relating to this Amended Agreement.

12. INVALIDITY - ENFORCEABILITY: The invalidity or enforceability of any provision of this Amended Agreement shall not affect the validity or enforceability of any other provision of this Amended Agreement, which shall remain in full force and effect. Any provision in this Amended Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. SUCCESSOR RIGHTS: This Amended Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, and shall be binding upon Bankshares and any successor to Bankshares. If Executive should die while any amounts would still be payable to Executive hereunder all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Amended Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

14. ATTORNEY’S FEES: Subject to Section 8(b)(3), in the event that either party incurs costs and fees, including attorney’s fees, in enforcing its rights under this Amended Agreement, the party substantially prevailing in such suit or action including any appeal shall be entitled to recover from the other all such costs and reasonable attorney’s fees.

15. COMPLIANCE WITH FEDERAL STATUTES AND REGULATIONS:

(a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of Bankshares or any Subsidiary by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)), Bankshares’ obligations to Executive under this Amended Agreement pertaining to the applicable bank Subsidiary shall be suspended as of the date of service of any such notice unless stayed by appropriate proceedings. If the charges in the notice

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are dismissed, Bankshares may in its discretion (i) pay Executive all or part of the compensation withheld while its obligations under this Amended Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of a bank Subsidiary’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of Bankshares under this Amended Agreement pertaining to the applicable bank Subsidiary shall terminate as of the effective date of the order, but vested rights of the parties hereto shall not be affected.

(c) If a bank Subsidiary is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act 12 U.S.C. Section 1813(x)(1)), all obligations under this Amended Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the parties hereto shall not be affected.

(d) All obligations under this Amended Agreement pertaining to a bank Subsidiary shall be terminated, except to the extent that it is determined that continuation of the contract is necessary to the continued operation of the applicable Subsidiary (i) by the appropriate federal banking agency, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the applicable Subsidiary under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (18 U.S.C. Section 1823(c)); or (ii) by the appropriate federal banking agency, at the time such agency approves a supervisory merger to resolve problems related to operation of the applicable Subsidiary or when the applicable Subsidiary is determined by such agency to be in an unsafe or unsound condition; but vested rights of the parties hereto shall not be affected.

16. HEADINGS: Descriptive headings contained in this Amended Agreement are for convenience only and shall not control or affect the meaning or construction of any provision hereof.

17. LEGAL CONFLICT: In the event of any conflict between any of the provisions of this Amended Agreement and the provisions of any applicable statutes or regulations, as such statutes or regulations are in effect as of the date of this Amended Agreement, the provisions of such statutes or regulations in effect as of the date of this Amended Agreement shall control.

18. SUPERSESSION OF PRIOR AGREEMENTS: This Amended Agreement supersedes all prior agreements, either expressed or implied, between the parties hereto with respect to the employment of Executive.

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IN WITNESS WHEREOF, the parties have executed this Amended Agreement effective as of the date first above written.

EXECUTIVE
/s/ Leigh C. Keogh
Leigh C. Keogh
HERITAGE BANKSHARES, INC.
By:	/s/ Michael S. Ives
	Michael S. Ives
	President and Chief Executive Officer
HERITAGE BANK
By:	/s/ Michael S. Ives
	Michael S. Ives
	President and Chief Executive Officer

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

The following is the sole wholly-owned subsidiary of Heritage Bankshares, Inc.:

Heritage Bank (incorporated in Virginia)*

* Sentinel Financial Group, Inc. is a wholly-owned subsidiary of Heritage Bank.

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Heritage Bankshares, Inc.

We consent to the incorporation by reference in registration statement No. 333-112214 on Form S-8 of Heritage Bankshares, Inc. of our report dated March 24, 2009, with respect to the consolidated balance sheets of Heritage Bankshares, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended, which report appears in this annual report on Form 10-K.

/s/ Elliott Davis LLC

Elliott Davis LLC

Galax, Virginia

March 24, 2009

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Ives, certify that:

1. I have reviewed this annual report on Form 10-K of Heritage Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2009	/s/ Michael S. Ives
	Michael S. Ives,
	President and Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John O. Guthrie, certify that:

1. I have reviewed this annual report on Form 10-K of Heritage Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2009	/s/ John O. Guthrie
	John O. Guthrie,
	Chief Financial Officer

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EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Heritage Bankshares, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2008, as filed with the Securities Exchange Commission (the “Report”), I, Michael S. Ives, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 25, 2009	/s/ Michael S. Ives
	Michael S. Ives,
	President and Chief Executive Officer

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EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Heritage Bankshares, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2008, as filed with the Securities Exchange Commission (the “Report”), I, John O. Guthrie, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 25, 2009	/s/ John O. Guthrie
	John O. Guthrie,
	Chief Financial Officer

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