Summary of HAMPTON ROADS BANKSHARES INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2012, the Compensation Committee (the "Committee") of the Board of Directors of Hampton Roads Bankshares, Inc. (the "Company") approved the issuance, effective December 27, 2012, of restricted stock units to certain of the Company's Named Executive Officers under the Company's 2011 Omnibus Incentive Plan. The Committee approved the issuance of restricted stock units equal to 50% of each such Named Executive Officer's 2012 salary as follows:

Name            Position                                                Dollar Value
Douglas J.
Glenn           President and Chief Executive Officer                   $  267,897.74
Stephen P.
Theobald        Executive Vice President and Chief Financial Officer    $  212,500.00
Robert J.
Bloxom          Executive Vice President and Chief Risk Officer,        $  145,000.00
W. Thomas       President & Chief Executive Officer of Shore Bank and
Mears           President of Commercial Banking of Bank of Hampton
                Roads                                                   $  120,000.00

The resulting number of restricted stock units was calculated by dividing the dollar value of the award by the closing price of the Company's common stock on the date of issuance, December 27, 2012. The restricted stock units will vest on the latest of the 2nd anniversary of issuance; 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; or the date the Company is no longer subject to the Written Agreement by and among the Company, The Bank of Hampton Roads, the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions. Within thirty days of vesting the Company will settle the restricted stock units by issuing one share of its common stock for each vested restricted stock unit.

The issuance of restricted stock units to Mr. Glenn constitutes the annual grant of securities provided for in his Employment Agreement, as disclosed in the Company's current report on Form 8-K filed on February 17, 2012, which is incorporated by reference into this Item 5.02.

The restricted stock unit awards were issued pursuant to the Form of Restricted Stock Unit Award Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Shareholders Meeting of Hampton Roads Bankshares, Inc. (the "Company") was commenced on December 26, 2012, adjourned - following approval of the proposal to adjourn the annual meeting - until December 28, 2012, and completed on December 28, 2012. The following items were voted on by shareholders, with the following results:

1. The shareholders approved the Company's Amended and Restated Articles of Incorporation.

                         Votes For            160,741,412
                         Votes Against             52,972
                         Abstain                   14,537
                         Broker Non-Votes       5,398,853

2. The shareholders approved the adjournment of the Annual Meeting to permit the declaration of effectiveness of the Amended and Restated Articles of Incorporation.

                          Votes For         165,645,827
                          Votes Against         558,297
                          Abstain                 3,650

3. The shareholders elected the following individuals to the Board of Directors for a term of one year each, expiring at the 2013 annual meeting:

                                                       Votes         Broker
            Director Nominee         Votes For       Withheld       Non-Votes
            Charles M. Johnston      160,655,590       153,331       5,398,853
            James F. Burr(1)         160,602,133       206,788       5,398,853
            Patrick E. Corbin        160,667,495       141,426       5,398,853
            Henry P. Custis, Jr.     160,522,351       286,570       5,398,853
            Douglas J. Glenn         160,599,738       209,183       5,398,853
            William A. Paulette      160,665,748       143,173       5,398,853
            Billy G. Roughton        160,533,535       275,386       5,398,853

(1) James F. Burr's term as a director of the Company will not commence until, and will be effective on, receipt of approval of his candidacy on the Company's Board of Directors from banking regulatory authorities.

4. The shareholders ratified the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2012.

                          Votes For         166,023,295
                          Votes Against         179,844
                          Abstain                 4,635

5. The shareholders approved a proposal endorsing the compensation of the Company's named executive officers as disclosed in the Company's 2012 proxy statement.

                         Votes For            160,706,617
                         Votes Against             91,411
                         Abstain                   10,893
                         Broker Non-Votes       5,398,853