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): April 25, 2008

Hampton Roads Bankshares, Inc.

(Exact name of registrant as specified in its charter)

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

999 Waterside Drive, Suite 200 Norfolk, Virginia	23510
(Address of principal executive offices)	(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)

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

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

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

Item 8.01. Other Events.

On April 25, 2008, Hampton Roads Bankshares, Inc. (“Hampton Roads Bankshares”) mailed to all holders of record of shares of common stock of Shore Financial Corporation (“Shore Financial”) as of April 11, 2008, an Election Form and Letter of Transmittal to be used in connection with the merger of Shore Financial into Hampton Roads Bankshares (the “Merger”), together with a Cover Letter for Election Form and other related transmittal materials (together, the “Election Materials”).

The Election Materials contain instructions regarding the election mechanics of the elections available to Shore Financial’s shareholders and information concerning the tax consequences of such elections. The Election Form and Letter of Transmittal will be used by such shareholders in electing to receive cash consideration, stock consideration or a combination thereof in exchange for their shares of Shore Financial common stock and must accompany certificates representing shares of Shore Financial common stock (or a Notice of Guaranteed Delivery) in order for such shareholders to receive consideration in the Merger. Copies of the Cover Letter for Election Form and the Election Form and Letter of Transmittal are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Cover Letter for Election Form.
99.2	Election Form and Letter of Transmittal.

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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.
Date: April 25, 2008	By:	/s/ Jack W. Gibson
		Jack W. Gibson
		Vice Chairman, President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Cover Letter for Election Form.
99.2	Election Form and Letter of Transmittal.

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EX-99.1

April 25, 2008

To the Holders of Shore Financial Corporation Common Stock:

In connection with the merger of Shore Financial Corporation with and into Hampton Roads Bankshares, Inc., you may elect to exchange your shares of Shore Financial Corporation stock for either cash, shares of Hampton Roads Bankshares, Inc. common stock, or a combination of cash and shares of Hampton Roads Bankshares, Inc. common stock. Your merger consideration election is subject to the allocation and proration procedures set forth in the Agreement and Plan of Merger by and between Hampton Roads Bankshares, Inc. and Shore Financial Corporation. The merger is expected to occur during the second quarter of 2008, though it is still subject to the satisfaction of several conditions, including the approval of the merger by the Shore Financial Corporation shareholders at the special meeting to be held on May 22, 2008. A complete description of the merger, including the allocation and proration procedures, is included in the Joint Proxy Statement/Prospectus dated April 11, 2008, which was mailed to you on or about April 18, 2008 in connection with Shore Financial Corporation’s special meeting of shareholders.

Enclosed is an Election Form and Letter of Transmittal that you must complete, sign and return with all of your Shore Financial Corporation stock certificates to the Exchange Agent, Registrar and Transfer Company, in order to make an election. Please use the enclosed envelope to return these materials. Do not send your stock certificates to Shore Financial Corporation or Hampton Roads Bankshares, Inc.

In order for your election to be effective, Registrar and Transfer Company must receive your properly completed Election Form, together with your Shore Financial Corporation stock certificates, no later than 5:00 p.m., Eastern time, on May 19, 2008. Please carefully follow the instructions provided in the Election Form. Please note that you may change or revoke your election at any time prior to the election deadline by following the instructions provided with the Election Form and Letter of Transmittal.

If you do not make your election properly and on time, you will be deemed to have made a “no preference” election. As a result, you will receive either cash, shares of Hampton Roads Bankshares, Inc. common stock or a combination of cash and shares of Hampton Roads Bankshares, Inc. common stock as determined by Hampton Roads Bankshares, Inc. and the Exchange Agent in accordance with the allocation and proration procedures set forth in the Agreement and Plan of Merger. Following the completion of the merger, if you have not surrendered your Shore Financial Corporation stock certificates, you will not receive any certificates representing shares of Hampton Roads Bankshares, Inc. common stock (or any dividends declared on such stock) or any cash that may be issuable in exchange for your Shore Financial Corporation common stock. No interest will be accrued and/or paid on the cash payable in exchange for your shares of Shore Financial Corporation stock or for dividends declared subsequent to the completion of the merger pending surrender of your stock.

If your shares of Shore Financial Corporation common stock are held through a broker, investment dealer, bank, trust company or other intermediary, you should contact that intermediary as soon as possible for instructions and assistance in delivering your shares of Shore Financial Corporation common stock. If you have any questions regarding the Election Form and Letter of Transmittal, please call the Exchange Agent, Registrar and Transfer Company, at 800-368-5948.

Sincerely,

Jack W. Gibson

Vice Chairman, President and

Chief Executive Officer

Please also see the Important Information on the back of this Letter.

999 Waterside Drive, Suite 200

Norfolk, VA 23510

Telephone (757) 217-1000

Additional Information and Where to Find It

On March 13, 2008, Hampton Roads Bankshares, Inc. (“Hampton Roads Bankshares”) filed a registration statement on Form S-4, including a preliminary joint proxy statement/prospectus constituting a part thereof, with the Securities and Exchange Commission (the “SEC”) containing information about Hampton Roads Bankshares’ proposed merger with Shore Financial Corporation (“Shore Financial”). On April 17, 2008, Hampton Roads Bankshares filed the final joint proxy statement/prospectus on Form 424(b)(2) with the SEC. Shareholders are urged to read the registration statement and final joint proxy statement/prospectus filed with the SEC, and any other relevant materials filed or that will be filed, as they become available, because they will contain important information about Hampton Roads Bankshares, Shore Financial and the proposed merger. The final joint proxy statement/prospectus was first mailed to shareholders of Shore Financial on or about April 18, 2008. Investors and security holders may obtain a free copy of the final joint proxy statement/prospectus and other relevant documents (when they become available) and any other documents filed with the SEC at its website at www.sec.gov. Free copies of the joint proxy statement/prospectus and other relevant documents also may be obtained by directing a request by telephone or mail to the following:

Hampton Roads Bankshares, Inc.	Shore Financial Corporation
999 Waterside Drive, Suite 200	25020 Shore Parkway
Norfolk, VA 23510	Onley, Virginia 23418
Attention: Jack W. Gibson	Attention: Scott C. Harvard
Telephone Number: (757) 217-1000	Telephone Number: (757) 787-1335

EX-99.2

ELECTION FORM AND LETTER OF TRANSMITTAL

This Election Form is being delivered in connection with the Agreement and Plan of Merger (the “Merger Agreement”) between Shore Financial Corporation and Hampton Roads Bankshares, Inc. whereby Shore Financial Corporation will merge with and into Hampton Roads Bankshares, Inc.

Mailing Address:	EXCHANGE AGENT: REGISTRAR AND TRANSFER COMPANY	By Hand:
Registrar and Transfer Company Attn: Reorg/Exchange Dept. P.O. Box 645 Cranford, New Jersey 07016-0645	To be effective, this Election Form must be received by the Exchange Agent no later than 5:00 p.m. EST on May 19, 2008 together with the stock certificate(s) representing such shares of Shore Financial Corporation common stock or a Notice of Guaranteed Delivery. Please read the instructions carefully before completing this form. For assistance: (800) 368-5948	Registrar and Transfer Company Attn: Reorg/Exchange Dept. 10 Commerce Drive Cranford, New Jersey 07016

DESCRIPTION OF CERTIFICATES SURRENDERED
Certificate(s) Enclosed (Attach List if necessary)
(See Instructions) Name(s) and Address of Registered Holder(s)	Certificate Number(s)	Total Number of Shares Represented by Certificate(s)
	TOTALSHARES

¨        Check the box to the left if you have lost any of your Shore Financial stock certificates and complete the Affidavit For Lost Stock Certificates on the reverse side (See Instruction B(5)).

ELECTION OPTIONS (MARK ONLY ONE BOX) EXPIRATION 5:00 P.M. EASTERN TIME ON MAY 19, 2008

(See Instruction A(3))

¨ ALL STOCK ELECTION: Exchange all shares for stock (1.8 shares of Hampton Roads Bankshares, Inc. common stock for each Shore Financial Corporation share), plus cash in lieu of any fractional shares (“Stock Election”).

¨ ALL CASH ELECTION: Exchange all shares for cash ($22.00 per share) (“Cash Election”).

¨ COMBINATION STOCK/CASH ELECTION: Exchange                      shares of Shore Financial Corporation common stock for Hampton Roads Bankshares, Inc. common stock and the remainder in cash (“Combination Election”). (Please write in the blank the number of shares you would like to exchange for Hampton Roads Bankshares, Inc. common stock.)

¨ NO ELECTION: No preference with respect to the receipt of either Hampton Roads Bankshares, Inc. common stock or cash.

IMPORTANT: IF YOU DO NOT SELECT AN OPTION OR SELECT MORE THAN ONE, IT WILL BE ASSUMED THAT AS TO THESE SHARES YOU HAVE NO PREFERENCE AND THE SHARES SHALL BE DESIGNATED NO ELECTION SHARES. IN ADDITION, YOUR ELECTION IS SUBJECT TO CERTAIN LIMITS AND ALLOCATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT.

It is understood that this election is subject to the terms, conditions and limitations set forth in the Merger Agreement and this Election Form. In particular, all elections are subject to the limitation that, on an aggregate basis, no less than 55% and no more than 75% of Shore Financial Corporation common stock will be converted into Hampton Roads Bankshares, Inc. common stock. Hampton Roads Bankshares, Inc. cannot, therefore, ensure that all Shore Financial Corporation shareholders will receive their election choices. Any adjustments to the elections will be made in accordance with the allocation and proration procedures set forth in the Merger Agreement that is attached as Appendix A to the Joint Proxy Statement/Prospectus.

The undersigned represents and warrants that the undersigned has full power and authority to submit, sell, assign and transfer the above described shares of Shore Financial Corporation common stock and that when accepted for exchange, Hampton Roads Bankshares, Inc. will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The undersigned irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with full power of substitution to exchange certificates formerly representing shares of Shore Financial Corporation together with accompanying evidence of transfer and authenticity, for certificates representing shares of Hampton Roads Bankshares, Inc. or cash, as set forth under “Election Options” and as provided in the Merger Agreement. Delivery of the enclosed certificate(s) shall be effected, and the risk of loss and title to such certificate(s) shall pass, only upon proper delivery thereof to the Exchange Agent. All authority herein conferred shall survive the death or incapacity of, and any obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of, the undersigned.

SPECIAL PAYMENT AND/OR ISSUANCE INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions B1 and 2)	(See Instruction B4)
To be completed ONLY if (i) the New Certificate to be issued and/or (ii) the check in exchange for the Certificate(s) surrendered herewith are to be issued in the name of someone other than the undersigned. The taxpayer identification number of the new owner must be provided. (See Instruction 7)	Complete ONLY if the New Certificate and/or the check, as applicable, is to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown under the undersigned’s name at the top of the letter.
Issue and deliver New Certificate and/or check to:	Mail New Certificate and/or check to:
Name:
(Please Print First, Middle & Last Name)	Name:
	(Please Print First, Middle & Last Name)
Address:
	Address:
(including Zip Code)
Dated	(including Zip Code)
IMPORTANT – THE BOX BELOW MUST BE SIGNED AND DATED AND THE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE MUST BE COMPLETED WITH SIGNATURE AND TAX ID NUMBER
IMPORTANT	MEDALLION SIGNATURE GUARANTEE
SHAREHOLDER SIGN HERE (Also Complete Substitute Form W-9)	Required only if Special Payment and/or Issuance Instructions are provided.
	(See Instruction B-2)
X
X
Must be signed by registered holder(s) exactly as name(s) appear on stock certificate(s). If signature is by attorney, executor, administrator, trustee or guardian, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction B1.
Dated
Name(s):
(Please Print)
Capacity:
Area Code and Telephone No.:	The signature(s) should be guaranteed by an Eligible Financial Institution or a member of a registered National Securities Exchange or the NASD pursuant to Securities and Exchange Commission Rule 17Ad-15.

PAYER’S NAME: HAMPTON ROADS BANKSHARES, INC.
SUBSTITUTE Form W-9 (Rev. October 2007) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Please fill in your name and address below.			Part 1 — Taxpayer Identification Number (TIN) - Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions in the Guidelines. For other entities, it is your employer identification number (EIN). If and Certification you do not have a number, see How to get a TIN in the Guidelines.		|              | Social Security Number(s) OR
Name (as shown on your income tax return)			Note. If the account is in more than one name, see the chart in the Guidelines for guidelines on whose number to enter.		| Employer Identification Number(s)
Business name, if different from above			Part 2 — Certification — Under penalties of perjury, I certify that:
Check appropriate box:			(1)	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
¨ ¨ ¨	Individual/ Sole proprietor Partnership Limited liability company.	¨  Corporation ¨  Other                            (see instructions)	(2)	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	Enter the tax classification		(3)	I am a U.S. citizen or other U.S. person (defined below).
	(D=disregarded entity,
¨	C=corporation, P=partnership)                  Exempt payee		Certification Instructions — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.
Address (number, street, and apt. or suite no.)
City, State and ZIP Code			Sign Here
			Signature of
List account number(s) here (optional)			U.S. person		DATE                             , 20

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW INSTRUCTION # 7 FOR ADDITIONAL INFORMATION.

INSTRUCTIONS

A. Special Conditions

1. Time in which to Make an Election. To be effective, a properly completed Election Form accompanied by the stock certificate(s) representing all of the holder’s shares of Shore Financial Corporation common stock or a Notice of Guaranteed Delivery must be received by Registrar and Transfer Company, the Exchange Agent, not later than 5:00 p.m., Eastern time on May 19, 2008 (“Election Deadline”). Holders of Shore Financial Corporation common stock whose Election Form and certificate(s) are not so received or who revoke their Election Form will be considered a Non-Electing Shareholder. See Instruction A(7) below. The method of delivery of all documents is at the option and risk of the Shore Financial Corporation shareholder, but if sent by mail, registered mail, properly insured, with return receipt requested, is recommended.

2. Description of Certificates. Insert in the box at the top of the Election Form marked “Description of Certificates Surrendered” the certificate number(s) of the Shore Financial Corporation common stock certificate(s) that you are surrendering herewith, the number of shares represented by each certificate, and the name(s) and address(es) of the registered owners of such certificates. If the space provided is insufficient, attach a separate sheet listing this information.

3. Election Options. In the box marked “Election Options,” indicate whether you would like to receive in exchange for your shares of Shore Financial Corporation common stock, only shares of Hampton Roads Bankshares, Inc. common stock, only cash, a combination of shares of Hampton Roads Bankshares, Inc. common stock and cash or “No Election”. Mark only one selection in this box. The Merger Agreement limits the amount of cash and the amount of Hampton Roads Bankshares, Inc. common stock that can be issued in the Merger, and it thus may not be possible for all elections to be honored in full. To find out more about these limits and the allocation method that will be used, please see “Cash or Common Stock Election; Surrender of Stock Certificates,” and “Allocation and Proration Procedures” on pages 55-58 of the Joint Prospectus/Proxy Statement.

4. Change or Revocation of Election. A holder of shares of Shore Financial Corporation common stock who has made an election may at any time prior to the Election Deadline change such election by submitting to the Exchange Agent a revised Election Form, properly completed and signed, that is received by the Exchange Agent prior to the Election Deadline.

5. Joint Forms of Election. Holders of shares of Shore Financial Corporation common stock who make a joint election will be considered to be a single holder of such shares. Joint Election Forms and Letters of Transmittal may be submitted only by persons submitting certificates registered in different forms of the same name (e.g. “John Smith” on one certificate and “J. Smith” on another) and by persons who may be considered to own each other’s shares by reason of the ownership attribution rules contained in Section 318(a) of the Internal Revenue Code of 1986, as amended. If this Election Form is submitted as a joint Election Form, each record holder of shares of Shore Financial Corporation common stock covered hereby must properly sign this Election Form in accordance with Instruction B(1), attaching additional sheets if necessary. The signatures of such holders will be deemed to constitute a certification that the persons submitting a joint Election Form are eligible to do so.

6. Forms of Election Nominees. Any record holder of shares of Shore Financial Corporation common stock who is a nominee may submit one or more Election Forms and Letters of Transmittal, indicating on the form or forms a combination of Elections covering up to the aggregate number of shares of Shore Financial Corporation common stock owned by such record holder. However, upon the request of Hampton Roads Bankshares, Inc., such record holders will be required to certify to the satisfaction of Hampton Roads Bankshares, Inc. that such record holder holds such shares of Shore Financial Corporation common stock as nominee for the beneficial owners of such shares. Each beneficial owner for whom such an Election Form is so submitted will be treated as a separate shareholder of Shore Financial Corporation for purposes of the allocation of Hampton Roads Bankshares, Inc. common stock and cash payments to be issued upon consummation of the Merger.

7. Shares as to Which No Election is Made. Holders of shares of Shore Financial Corporation common stock who mark the “No Election” box on this Election Form, or who fail to submit a properly completed Election Form together with certificate(s) representing their shares of Shore Financial Corporation common stock by the Election Deadline, or who revoke their previously submitted Election Form and fail to submit a properly completed Election Form together with certificate(s) representing their shares of Shore Financial Corporation common stock (“Non-Electing Shareholder”), shall have their shares of Shore Financial Corporation common stock converted into the right to receive a cash payment of $22.00 or 1.8 shares of Hampton Roads Bankshares, Inc. common stock, subject to adjustment, for each share they own in accordance with the allocation and proration provisions set forth in the Merger Agreement. In addition, a holder who does not tender an Election for all of his or her shares will be deemed to be a Non-Electing Shareholder with respect to those shares not tendered.

B. General.

1. Signatures. The signature (or signatures, in this case of certificates owned by two or more joint holders of certificates for which a joint Election Form is submitted) on the Election Form should correspond exactly with the name(s) as written on the face of the certificate(s) unless the shares of Shore Financial Corporation common stock described on this Election Form have been assigned by the registered holder(s), in which event this Election Form should be signed in exactly the same form as the name of the last transferee indicated on the transfer attached to or endorsed on the certificate(s).

If this Election Form is signed by a person other than the registered owner of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed by the registered owner(s) in the name(s) that appear on the certificate(s), and the signature(s) appearing on such endorsement(s) or stock power(s) and on this Election Form must be guaranteed by an eligible financial institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc.

If this Election Form is signed by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact or by any others acting in a representative or fiduciary capacity, the person signing, unless he or she is the registered owner, must give such person’s full title in such capacity, and appropriate evidence of authority to act in such capacity must be forwarded to the Exchange Agent with this Election Form.

The certificate(s) may be surrendered by a firm acting as agent for the registered holder)s) if such firm is a member of a registered National Securities Exchange or of the NASD or is a commercial bank or trust company in the United States.

2. Special Payment and/or Issuance Instructions. If checks or certificates representing Hampton Roads Bankshares, Inc. common stock are to be payable to the order of or registered in other than exactly the name(s) that appear(s) on the certificate(s) representing shares of Shore Financial Corporation common stock being submitted herewith, the certificate(s) submitted herewith must be accompanied by appropriate signed stock power(s), and the signature(s) appearing on such stock power(s) and on this Election Form must be guaranteed by an Eligible Financial Institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc. Please also check the appropriate box in “Special Payment Instructions” on the Election Form.

3. Stock Transfer Taxes. It will be a condition to the issuance of any check or certificate representing shares of Hampton Roads Bankshares, Inc. common stock in any name(s) other than the name(s) in which the surrendered certificate(s) for shares of Shore Financial Corporation common stock is (are) registered that the person(s) requesting the issuance of such check or certificate representing shares of Hampton Roads Bankshares, Inc. common stock either pay to the Exchange Agent any transfer or other taxes required by reason of such issuance, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable.

4. Special Delivery Instructions. If checks or certificates representing shares of Hampton Roads Bankshares, Inc. common stock are to be delivered to someone other than the registered holder(s), or to the registered holder(s) at an address other than that appearing above, please check the appropriate box in “Special Delivery Instructions” and insert the appropriate address in the space provided on this Election Form.

5. Lost Certificate. If your certificate(s) representing shares of Shore Financial Corporation common stock has (have) been lost, stolen or destroyed, you should check the box on the face of the Election Form indicating that the certificate(s) is lost, complete the rest of the form, including the Affidavit For Lost Stock Certificate(s) below and return it to the Exchange Agent, along with a check payable to Seaboard Surety Company in the amount of 1.5% of the market value of the lost certificate(s) (at $18.40 per share) and with any certificate(s) of Shore Financial Corporation common stock in your possession (bond premium calculation: current market value x number of shares lost, stolen or destroyed x 1.5% = bond premium—example 100 shares of Shore Financial Corporation x 18.40 MV x 1.5% = $27.60 bond premium (minimum $25.00). If your bond premium exceeds $1,500 you must contact Registrar and Transfer Company (800)368-5948 immediately.

The Election Form and related documents cannot be processed until the lost, stolen or destroyed certificate(s) has (have) been replaced. If all the necessary documents are not returned prior to the Election Deadline, your Election will be deemed a “No Election”.

AFFIDAVIT FOR LOST STOCK CERTIFICATE(S) The undersigned hereby attests and certifies the following: That I am the lawful owner of the certificate(s) listed on this letter of transmittal as lost. That a search for the certificate(s) has been conducted and that these certificate(s) cannot be located. That these certificate(s) have not been endorsed, hypothecated, sold or had their ownership pledged or encumbered in any form, whatsoever. In requesting the replacement of this certificate(s), I hereby agree that: If these certificate(s) are subsequently located, they will be tendered for cancellation. That I indemnify, protect and hold harmless Hampton Roads Bankshares, Inc., Seaboard Surety Company, and Registrar and Transfer Company, and any other party from and against all losses, expenses, costs and damages including legal fees that may be subjected to these parties at any time in the future as a result of the cancellation and replacement of the certificate(s). All rights accruing to these parties will not be limited by their negligence, breach of duty, accident, or other obligation on the part of or by any officer or employee of the parties. I acknowledge that the certificate(s) will be replaced under an insurance bond underwritten by Seaboard Surety Company. My check, payable to the Seaboard Surety Company, to cover the premium of 1.5% of the market value of the stock (minimum $25.00), is enclosed. I further acknowledge that any filing of an insurance application with materially false or misleading information is a fraudulent insurance act and may be considered a crime. Note: If your bond premium exceeds $1,500 you must contact Registrar and Transfer Company (800)368-5948 immediately.
Sign Here:
Co-Owner, if any:	Date:	,	20

6. Determination of Questions. All questions with respect to this Election Form and Elections made by holders of shares of Shore Financial Corporation common stock (including, without limitation, questions relating to the time limits or effectiveness or revocation of any Elections and questions relating to computations as to allocations) will be determined by Hampton Roads Bankshares, Inc. and/or the Exchange Agent, whose determination shall be conclusive and binding. Hampton Roads Bankshares, Inc. shall have the absolute right to reject any and all Election Forms and Letters of Transmittal not in proper form or to waive any irregularities in any such form, although it does not represent that it will do so. Hampton Roads Bankshares, Inc. and/or the Exchange Agent may, but are not required to, take reasonable action to inform holders of Shore Financial Corporation common stock of any defects and may take reasonable action to assist such holders to correct any such defects; however, neither Hampton Roads Bankshares, Inc. nor the Exchange Agent is under any obligation to notify a holder of shares of Hampton Roads Bankshares, Inc. common stock of any defect in an Election Form.

7. Important Tax Information: Substitute Form W-9. Each surrendering shareholder is required to provide Registrar and Transfer Company with such holder’s correct Taxpayer Identification Number (“TIN”) on the above Substitute Form W-9 and to certify whether the shareholder is subject to backup withholding. Failure to provide such information on the form, may subject the surrendering shareholder to federal income tax withholding at the applicable withholding rate on payments made to such surrendering shareholder with respect to the shares. If such holder is an individual, the TIN is his or her Social Security number. A holder must cross out item (2) in Part 2 of Substitute Form W-9 if such holder is subject to backup withholding.

Certain holders, (including, among others, all corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. Exempt holders should indicate their exempt status by checking the box in the Substitute Form W-9 above. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual’s exempt status. Forms of such statements may be obtained from Registrar and Transfer Company. If backup withholding applies, Registrar and Transfer Company is required to withhold tax at the applicable rate of any payments made to the holder or other payee. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

8. Inquiries. All inquiries with respect to the surrender of certificates of common stock should be made directly to the Exchange Agent, Registrar and Transfer Company, at 1- 800-368-5948, or via email to info@rtco.com.