X0306 4 2012-12-27 0 0001143155 HAMPTON ROADS BANKSHARES INC HMPR 0001507723 THEOBALD STEPHEN P 641 LYNNHAVEN PARKWAY VIRGINIA BEACH VA 23452 0 1 0 0 Chief Financial Officer & EVP Restricted Stock Units 2012-12-27 4 A 0 189732 0 A Common Stock 189732 189732 D Each restricted stock unit represents a contingent right to receive one share of HMPR common stock. The restricted stock units vest on the latest of: (i) two years from the Award Date, (ii) the date the Company is no longer subject to the executive compensation and corporate governance requirements of Section 111(b) of the Emergency Economic and Stabilization Act of 2008, as amended ("EESA") or (iii) the date the Company is no longer subject to the Written Agreement by and among BHR, HRB, the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions. Paul A. Driscoll, Power of Attorney 2012-12-31