8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2016

Hampton Roads Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation) 001-32968
(Commission File Number) 54-2053718
(IRS Employer
Identification No.)

641 Lynnhaven Parkway
Virginia Beach, Virginia
(Address of principal executive offices) 23452
(Zip Code)

Registrant’s telephone number, including area code: (757) 217-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 10, 2016, Hampton Roads Bankshares, Inc. (“HRB”) and Xenith Bankshares, Inc. (“XBKS”) issued a joint press release announcing the execution of an Agreement and Plan of Reorganization, dated as of February 10, 2016, pursuant to which XBKS and HRB will merge, subject to the terms and conditions set forth therein.  A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, HRB and XBKS may provide  supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the slides that may be made available in connection with the presentations is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Forward-Looking Statements

The information presented herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving HRB’s and XBKS’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and neither HRB nor XBKS assumes a duty to update forward-looking statements.

In addition to factors previously disclosed in HRB’s and XBKS’s reports filed with the Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this filing, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by HRB and XBKS shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the HRB and XBKS businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; HRB’s and XBKS’s businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the inability to realize deferred tax assets within expected time frames or at all; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional Information About the Proposed Transaction and Where to Find It

Investors and security holders are urged to carefully review and consider each of HRB’s and XBKS’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q.  The documents filed by HRB with the SEC may be obtained free of charge at HRB’s website at www.bankofhamptonroads.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from HRB by requesting them in writing to Hampton Roads Bankshares, Inc., 641 Lynnhaven Parkway, Virginia Beach, Virginia 23452, or by telephone at (757) 217-1000.

The documents filed by XBKS with the SEC may be obtained free of charge at XBKS’s website at www.xenithbank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from XBKS by requesting them in writing to Xenith Bankshares, Inc., One James Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219, Attention: Thomas W. Osgood, or by telephone at (804) 433-2209.

In connection with the proposed transaction, HRB intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of XBKS and HRB and a prospectus of HRB, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of XBKS and HRB are urged to carefully read the entire registration statement and joint proxy

2

statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from HRB or XBKS as described in the paragraphs above.

HRB, XBKS, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from HRB and XBKS shareholders in connection with the proposed transaction. Information about the directors and executive officers of HRB and their ownership of HRB common stock is set forth in the definitive proxy statement for HRB’s 2015 annual meeting of shareholders, as previously filed with the SEC on April 27, 2015. Information about the directors and executive officers of XBKS and their ownership of XBKS common stock is set forth in the definitive proxy statement for XBKS’s 2015 annual meeting of shareholders, as previously filed with the SEC on March 19, 2015.  Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Joint press release of Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated February 10, 2016
99.2	Investor Presentation, February 10, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hampton Roads Bankshares, Inc.
February 10, 2016	By:	/s/ Paul A. Driscoll
		Paul A. Driscoll
		Senior Vice President,
		Secretary and General Counsel

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint press release of Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated February 10, 2016
99.2	Investor Presentation, February 10, 2016

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EX-99.1

Exhibit 99.1

Hampton Roads Bankshares and Xenith Bankshares Announce Strategic Merger

Combined Company to Adopt Xenith Bank Name

VIRGINIA BEACH, VA, AND RICHMOND, VA, February 10, 2016 — Hampton Roads Bankshares, Inc. (“HRB”) (Nasdaq: HMPR), the holding company for the Bank of Hampton Roads, and Xenith Bankshares, Inc. (“Xenith”) (Nasdaq: XBKS), the holding company for Xenith Bank, today jointly announced that they have reached a definitive agreement to merge. The transaction has been unanimously approved by the Boards of Directors of each company.  The combination, with pro forma total assets of $2.9 billion and combined deposits of $2.5 billion, will create the second-largest community bank by deposits in the Virginia Beach/Norfolk/Newport News MSA and the fifth-largest community bank by deposits in the Commonwealth of Virginia.

Under the terms of the agreement, Xenith shareholders will receive 4.4 shares of HRB common stock for each share of Xenith common stock.  Based on the closing price of the HRB’s common stock on February 10, 2016, the transaction will be valued at approximately $107.2 million.  Upon closing, HRB shareholders and Xenith shareholders will own approximately 74% and 26%, respectively, of the stock in the combined company.

The combined company, which will adopt the Xenith Bankshares name for the holding company and the Xenith Bank name for all banking operations, will be governed by a 13 person Board of Directors, consisting of 8 directors from HRB and 5 directors from Xenith.  Headquarters for the combined organization will be in Richmond, Virginia.  The combined company will trade on the Nasdaq under the symbol XBKS.

T. Gaylon Layfield, III, currently President and Chief Executive Officer of Xenith, will serve as Chief Executive Officer of the combined company and Donna Richards, currently President of the Bank of Hampton Roads, will serve as President and Chief Operating Officer.  Layfield and Richards each bring over 30 years of commercial banking experience, as well as unique and distinct business backgrounds and skill sets. Thomas W. Osgood, currently Chief Financial Officer of Xenith, will serve as Chief Financial Officer of the combined company. Wellington W. (Chris) Cottrell, III, currently Chief Credit Officer of Xenith, will serve as Chief Credit Officer of the combined company, while Thomas B. Dix, III, currently Chief Financial Officer of Hampton Roads, will serve as a Co-Head of the Commercial Line of Business.  “This leadership team is experienced and ready to lead the organization,” said Charles M. Johnston, HRB’s Chairman of the Board and Interim CEO.  He added, “With Gaylon serving as CEO and Donna serving as President, I have full confidence that this partnership will achieve great success in the future, creating value for all of our stakeholders.” Mr. Johnston intends to retire from the company and the Board at the closing of this transaction.

“This is an exciting opportunity to combine two financially strong banks with very similar cultures, core values and guiding principles, as well as a shared commitment to building long-term customer relationships with exceptional customer service,” said Donna Richards. “As a combined company united under one name, we will bring together the relationship focus of a hometown bank with the sophistication and experience of a larger one.  In addition, Xenith’s extensive business banking experience will complement Bank of Hampton Roads’ retail and consumer focus. ”

Richards added, “Our top priority is to make sure the customers of both banks experience a smooth transition and enjoy the security of continuing to bank with people they have grown to know and trust.  We will remain proactive corporate citizens supporting economic growth in the communities we serve.”

Gaylon Layfield said, “We are very pleased to join forces with Hampton Roads Bankshares.  With shared values and complementary capabilities and footprints in strong markets, our two organizations represent an excellent fit and we are confident that the combined company will be very well positioned to provide outstanding service to our customers and to create superior value for our shareholders.” Layfield concluded, “The increased scale and capital base position us well for a period of accelerated growth.”

The combined company expects to realize cost savings equal to approximately 10% of the combined company’s expense base as a result of rationalization of operations. The cost savings are expected to generate earnings per share accretion for shareholders of both companies. Post-closing, the combined company is expected to have a Tangible Common Equity/Total Assets ratio in excess of 13%. The transaction is expected to be substantially accretive to tangible book value per share of both companies given the anticipated recovery of a deferred tax asset.

The combination is subject to regulatory approval, approval of HRB’s and Xenith’s shareholders and other customary closing conditions.  The transaction is expected to close in the third quarter of 2016.

Sandler O’Neill & Partners, L.P. and Wachtell, Lipton, Rosen & Katz served as financial and legal advisors, respectively, to Hampton Roads Bankshares, Inc.  Macquarie Capital and Hunton & Williams LLP served as financial and legal advisors, respectively, to Xenith Bankshares, Inc.

About Xenith Bankshares, Inc.

Xenith Bankshares, Inc., through its wholly-owned subsidiary, Xenith Bank, provides business-focused banking services to customers in the Richmond and Hampton Roads, Virginia; and Greater Washington, D.C. markets.  Headquartered in Richmond, it has assets of approximately $1.0 billion.  Xenith Bank has eight locations in Herndon, Richmond, Suffolk and Gloucester, Virginia and one loan production office in Newport News, Virginia.

About Hampton Roads Bankshares, Inc.

Hampton Roads Bankshares, Inc. is a $2.0 billion in assets bank holding company headquartered in Virginia Beach, Virginia. The Company’s primary subsidiary is Bank of Hampton Roads, which does business as the Bank of Hampton Roads, Gateway Bank, and Shore Bank (the “Banks”).  The Banks provide a full range of banking services, targeting the needs of individuals and small to medium-sized businesses. The Bank of Hampton Roads operates banking offices in Virginia and North Carolina doing business as The Bank of Hampton Roads and Gateway Bank. Shore Bank serves the Eastern Shore of Maryland and Virginia through seven banking offices and loan production offices in West Ocean City and Baltimore, Maryland, and Rehoboth Beach, Delaware.

Forward-Looking Statements

The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Hampton Roads Bankshares, Inc.’s (“HRB”) and Xenith Bankshares, Inc.’s (“Xenith”) expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,”

“anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in HRB’S and Xenith’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by HRB and Xenith stockholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the HRB and Xenith businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; HRB’S and Xenith’s businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the inability to realize deferred tax assets within expected time frames or at all; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Additional Information About the Proposed Transaction and Where to Find It

Investors and security holders are urged to carefully review and consider each of HRB’ and Xenith’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q.  The documents filed by HRB with the SEC may be obtained free of charge at HRB’s website at www.bankofhamptonroads.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from HRB by requesting them in writing to Hampton Roads Bankshares, Inc., 641 Lynnhaven Parkway, Virginia Beach, Virginia 23452, or by telephone at (757) 217-1000.

The documents filed by Xenith with the SEC may be obtained free of charge at Xenith’s website at www.xenithbank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Xenith by requesting them in writing to Xenith Bankshares, Inc., One James Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219, Attention: Thomas W. Osgood, or by telephone at (804) 433-2209.

In connection with the proposed transaction, HRB intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Xenith and HRB and a prospectus of HRB, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Xenith and HRB are urged to carefully read the entire

registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from HRB or Xenith as described in the paragraphs above.

HRB, Xenith, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from HRB and Xenith stockholders in connection with the proposed transaction. Information about the directors and executive officers of HRB and their ownership of HRB common stock is set forth in the definitive proxy statement for HRB’s 2015 annual meeting of stockholders, as previously filed with the SEC on April 27, 2015. Information about the directors and executive officers of Xenith and their ownership of Xenith common stock is set forth in the definitive proxy statement for Xenith’s 2015 annual meeting of stockholders, as previously filed with the SEC on March 19, 2015.  Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above.

EX-99.2

Exhibit 99.2

A Strategic Combination HMPR and XBKS Enter Strategic Merger February 10, 2016

Forward Looking Statements The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Hampton Roads Bankshares, Inc.’s (“Hampton Roads”) and Xenith Bankshares, Inc.’s (“Xenith”) expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. In addition to factors previously disclosed in Hampton Roads’ and Xenith’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Hampton Roads and Xenith stockholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Hampton Roads and Xenith businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; Hampton Roads’ and Xenith’s businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the inability to realize deferred tax assets within expected time frames or at all; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Investors and security holders are urged to carefully review and consider each of Hampton Roads’ and Xenith’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Hampton Roads with the SEC may be obtained free of charge at Hampton Roads’ website at www.bankofhamptonroads.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Hampton Roads by requesting them in writing to Hampton Roads Bankshares, Inc., 641 Lynnhaven Parkway, Virginia Beach, Virginia 23452, or by telephone at (757) 217-1000. The documents filed by Xenith with the SEC may be obtained free of charge at Xenith’s website at www.xenithbank.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Xenith by requesting them in writing to Xenith Bankshares, Inc., One James Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219, Attention: Thomas W. Osgood, or by telephone at 804-433-2209. In connection with the proposed transaction, Hampton Roads intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Xenith and Hampton Roads and a prospectus of Hampton Roads, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Xenith and Hampton Roads are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the stockholders of each institution seeking the required stockholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Hampton Roads or Xenith as described in the paragraphs above. Hampton Roads, Xenith, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Hampton Roads and Xenith stockholders in connection with the proposed transaction. Information about the directors and executive officers of Hampton Roads and their ownership of Hampton Roads common stock is set forth in the definitive proxy statement for Hampton Roads’ 2015 annual meeting of stockholders, as previously filed with the SEC on April 27, 2015. Information about the directors and executive officers of Xenith and their ownership of Xenith common stock is set forth in the definitive proxy statement for Xenith’s 2015 annual meeting of stockholders, as previously filed with the SEC on March 19, 2015. Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above. 1

Company Snapshots • • Headquartered in Virginia Beach, VA 34 offices / 3 LPOs Hampton Roads MSA, Richmond MSA, Raleigh, Eastern Shore of NC and Baltimore Headquartered in Richmond, VA 8 offices / 1 LPO Richmond MSA, Greater Hampton Roads MSA and Greater Washington MSA • • 42 offices / 4 LPOs Pro forma 5th largest community bank by deposits headquartered in Virginia Squarely focused on Virginia’s 3 largest MSAs • • • • Corporate Overview • • • • • • • • • $2.0bn in assets $1.6bn in total net loans $1.7bn in deposits $204mm in equity (Approximately $300mm post Deferred Tax Asset “DTA” partial valuation allowance reversal)(2) $1.0bn in assets $753mm in total net loans $825mm in deposits $101mm in equity • • • • $2.9bn in assets $2.3bn in total net loans $2.5bn in deposits $305mm in equity ($458mm post DTA addback)(2) Significant capital Financial Scale(1) • • • Small-to medium-sized business lending Marine finance Strong core deposit base Focused on commercial banking — Exceptional depth in C&I and CRE lending Strong treasury management capabilities • • • • • Small-to medium-sized businesses C&I and CRE lending Significant fee income business Diversified funding mix Experienced and seasoned management team • • Business Strength • (1) Data as of 9/30/15 except pro forma data; pro forma data does not include purchase accounting adjustments (2) Assumes HMPR DTA valuation allowance reversal of approximately $96 million in Q4 2015; Pro forma equity assumes reversal of remaining HMPR DTA valuation allowance of approximately $57 million 2

Strategic Rationale • Combination of 2 complementary Virginia franchises – – HMPR: leader in Hampton Roads MSA with presence in Richmond MSA and Eastern Shore XBKS: leader in Richmond MSA with growing presence in Hampton Roads MSA and Greater Washington, D.C. MSA Complementary Business Fit • HMPR strong deposit franchise complements XBKS organic loan growth capabilities – Pro forma capital / capital ratios facilitate accelerated organic growth and M&A possibilities – XBKS five year CAGR loan growth of 40%+ Compatible interest rate positions – well positioned for rising rate environment • • Enhanced management team combines strengths from both companies – HMPR has strong retail and credit capabilities – XBKS team has led larger organizations and demonstrated M&A execution expertise Overlapping markets and customers provides strong basis for collaboration Thorough due diligence process covered all aspects of both companies’ operations Strong Management With Low Risk Profile • • • Substantial TBV accretion to both companies due to assumed DTA addback – Combined company better positioned to utilize DTA Cost savings of approximately 10% of combined noninterest expense expected Potential additional loan growth due to larger lending limit and strong existing underwriting capabilities Strong regulatory capital ratios Compelling Financial Results • • • 3

Summary of Transaction Terms • Transaction Hampton Roads Bankshares, Inc. (HMPR) to merge with Xenith Bankshares, Inc. (XBKS) • • 4.40x shares of HMPR common stock for each share of XBKS common stock 100% stock consideration Consideration Mix • Transaction Value (1) $7.88 per XBKS share, or $107.2 million • Pro Forma Ownership Split 74.4% HMPR / 25.6% XBKS • Required Approvals Customary regulatory and stockholder approvals of both HMPR and XBKS • Target Closing Q3 2016 4 (1) Based on HMPR’s stock price of $1.79 on February 10, 2015

Key Operating Matters • Holding company: Xenith Bankshares, Inc Company Brands • Bank: Xenith Bank • Headquarters Richmond, VA • • 8 HMPR / 5 XBKS Board of Directors Chairman to be a former HMPR director • Chief Executive Officer: T. Gaylon Layfield, III (XBKS) • President & Chief Operating Officer: Donna W. Richards (HMPR) • Chief Financial Officer: Thomas W. Osgood (XBKS) Management • Chief Credit Officer: W. W. “Chris” Cottrell, III (XBKS) • Co-Head of the Commercial Line of Business: Thomas B. Dix, III (HMPR) • Chief Risk Officer: John F. Marshall, Jr. (HMPR) 5

A Strategic Combination Complementary Footprint Diversified Loan Mix • Increased scale in core Richmond and Hampton Roads MSAs • Both companies offer strong business lending while enhanced scale accelerates XBKS’s ability to target larger commercial customers • Strong core deposit generation • Better positioned to leverage XBKS’s Greater Washington MSA presence • HMPR’s consumer franchise including marine finance provides additional growth avenues …Creating a Growth Story • Strong Capital Base: Organic growth accelerated by higher lending limit and acquisition opportunities • Diversified Funding: Strong funding base to support enhanced growth 6

Attractive Market Demographics Enhanced Market Share in Core Markets Core Markets Virginia Beach-Norfolk, VA MSA • • • • Combined Offices: 22 ($906 million deposits) Population: 1.7 million; 5-year projected growth: 3.53% Median HH Income: $59,454 (7.0% above national avg.) Home of largest naval base in the world (Norfolk) Richmond, VA MSA • • Combined Offices: 5 ($610 million deposits) Population: 1.3 million; 5-year projected growth: 4.66% – Nationwide average: 3.69% Median HH Income: $59,885 (7.8% above national avg.) #3 on Inc. Magazine’s List of 10 Best Places to Start a Business • • Washington, D.C. MSA • • • • Combined Offices: 1 ($165 million deposits) Population: 6.2 million; 5-year projected growth: 6.28% Median HH Income: $91,346 (64% above national avg.) 2nd Highest MSA based on median HH income in the U.S.(1) Other Key Growth Markets Raleigh, NC MSA • Combined Offices: 1 ($57 million deposits) • Population: 1.3 million; 5-year projected growth: 8.19% Baltimore, MD MSA • C&I / CRE team • Marine / boat lending expertise Eastern North Carolina • 6 offices across Eastern North Carolina Source: SNL Financial, data as of June 30, 2015 (1) Excludes MSA’s with populations less than 50,000 7 HMPR XBKS Percent Percent of HMPR of XBKS Branch Branches Branches Proximity Branches (%) Branches (%) 1 Mile 1 2.9 2 20.0 5 Miles 9 26.5 5 50.0 10 Miles 14 41.2 5 50.0 25 Miles 20 58.8 6 60.0 HMPR (36) XBKS (9)

Pro Forma Loans and Deposits HMPR XBKS Pro Forma¹ Other 7.7% 1-4 Family Other 2.5% 1-4 Family 11.7% 1-4 Family 14.6% Multifamily 5.5% Consumer 18.5% 5.9% Consumer 16.8% Consumer 13.4% Multifamily 7.0% Multifamily 7.7% CRE 24.1% C&I 15.1% C&I 19.7% CRE 31.5% C&I 29.0% C&D 8.9% C&D 14.4% CRE 35.1% C&D 10.7% Yield on Loans: 4.37% Yield on Loans: 4.36% Yield on Loans: 4.39% $1.6 billion $761 million $2.4 billion HMPR XBKS Pro Forma¹ Jumbo 19.2% Jumbo 21.7% Transaction 26.0% Jumbo 26.8% Transaction 30.2% Transaction 32.2% Retail 20.4% Retail 16.9% Retail 9.6% Savings & MMDA 31.3% Savings & MMDA 37.6% Savings & MMDA 28.2% Cost of Deposits: 0.63% Cost of Deposits: 0.62% Cost of Deposits: 0.63% Noninterest-Bearing Deposits: 19.6% Noninterest-Bearing Deposits: 18.5% Noninterest-Bearing Deposits: 19.2% $1.7 billion $825 million $2.6 billion (1) Pro forma loan and deposit composition is preliminary and does not give effect to purchase accounting adjustments; yield on loans is loan-weighted, cost of deposits is deposit-weighted; presented for illustrative purposes only and does not indicate actual results of the combined company Note: Financial data as of September 30, 2015 Source: SNL Financial, except pro forma data 8 Deposit Composition Loan Composition

Comprehensive Due Diligence Reciprocal approach to due diligence • • Detailed analysis of cost savings and one-time merger costs Analyzed impact of various interest rate environments Financial Due Diligence • Comprehensive, reciprocal due diligence covering core systems, compliance, legal, accounting, tax and human resources functions Review of IT and infrastructure Operational Due Diligence • • Thorough credit due diligence review by both banks conducted by both internal teams and third parties – HMPR internal and external due diligence reviewed all large credits and non-performers with 67% total coverage XBKS conducted reciprocal credit due diligence with 67% total coverage Credit Due Diligence – • In-depth review of underwriting methodology and practices • Detailed analysis of DTA’s at HMPR, including potential for accelerated utilization for the combined company Tax Due Diligence 9

Improving Credit Metrics NPAs / Assets (%) 10.00% 8.00% HMPR 6.00% XBKS 4.00% 7% Combined 2.00% 86% % 0.00% • • • Positive trends in credit Workout strategy in place to dispose of non-performing assets Robust credit policies in place Source: SNL Financial and Company management NPAs as reported by each company; excludes restructured loans Pro forma does not include purchase accounting adjustments 10 HMPR20112012201320149/30/15 Non-performing Assets ($mm) NPLs / Loans ALLL / NPAs $217.9$146.6$99.8$68.3$74.4 9.84%7.54%4.48%3.22%3.92% 38.1%37.0%45.8%62.6%48.8% $6.7$5.3$4.0$8.5$8.0 1.80%1.32%0.71%0.98%1.04% 64.2%91.2%131.9%73.3%88.1% XBKS Non-performing Assets ($mm) NPLs / Loans ALLL / NPAs 9.08% 6.36% 7.69% 5.20%3.92% 2.17%2.3 3.06% 1.78%1. 1.40% 0.95%0.59%0.93%0.81

Pro Forma Financial Impact Key Merger Assumptions Estimated Pro Forma Financial Results • • One-time merger expenses of approximately $20 million (pre-tax) Estimated Pro Forma Financial Impact: – Immediate accretion to TBV for both companies due to DTA recapture Significant immediate EPS accretion to HMPR EPS accretion to XBKS with fully phased-in synergies • – – Cost savings: – Approximately 10% of combined noninterest expense base 50% of cost savings realized in 2016; 100% in 2017 Enhanced loan growth given increased capital and scale (not included in financial modeling) – – • Estimated Pro Forma Balance Sheet at Close: – – – – Assets: $3.2 billion Loans: $2.4 billion Deposits: $2.7 billion Equity: $470 million (1) • Gross credit mark of 1.7%, $14.4 million • Core Deposit Intangible of $8.7 million amortized over 10 years on a sum-of-the-years’ digits basis • Estimated Pro Forma Capital Ratios at Close: – – – – TCE / TA: 13.7% Tier 1 Leverage: 11.5% Tier 1 Capital: 13.0% Total RBC: 14.0% • Combined company assumed to fully realize HMPR’s DTA • Projected close Q3 2016 11 (1) Assumes reversal of HMPR DTA valuation allowance of approximately $153 million

A Valuable Regional Banking Franchise • • • • • Immediate tangible book value accretion Immediate significant EPS accretion to HMPR and long term accretive to XBKS EPS Shareholders Combined company better positioned to utilize HMPR’s deferred tax asset Strong pro forma capital with TCE / TA above 13% supporting future growth Increased shareholder liquidity; pro forma market capitalization of $411 million (1) • • • Enhanced ability to serve large customers and their needs Customers Continuity in customer-facing roles Scale will help leverage investments in technology and compliance • • • Representation from both banks in all key functions Employees Similar markets and close proximity should ensure smooth integration Larger organization provides additional opportunities for career development 12 (1) Based on HMPR’s stock price of $1.79 on February 10, 2015