HAMPTON ROADS BANKSHARES, INC. EXECUTIVE SAVINGS PLAN TRUST

Exhibit 10.45

HAMPTON ROADS BANKSHARES, INC.

EXECUTIVE SAVINGS PLAN TRUST

Effective July 23, 2006

Hampton Roads Bankshares, Inc.

Executive Savings Plan Trust

Effective July 23, 2006

TABLE OF CONTENTS

Hampton Roads Bankshares, Inc.

Executive Savings Plan Trust

Effective July 23, 2006

This Agreement authorized by the Board of Directors of Hampton Roads Bankshares, Inc. on July 23, 2006, and made effective July 23, 2006, by and between Hampton Roads Bankshares, Inc. (the Company) and Jack W. Gibson and Donald W. Fulton, Jr., Trustee (collectively referred to as the “Trustee”).

RECITALS:

WHEREAS, the Company has adopted the Executive Savings Plan (the “Plan”);

WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan with respect to the individuals participating therein;

WHEREAS, the Company wishes to establish a trust (hereinafter called the “Trust”) and to contribute to the Trust assets that shall be held hereunder, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency (as defined herein), until paid to the Plan participants, and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as unfunded Plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA); and

WHEREAS, it is the intention of the Company that the assets of the Trust be comprised solely of shares of common stock of the Company to be distributed to certain Plan Participants;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed as of follows:

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Hampton Roads Bankshares, Inc.

Executive Savings Plan Trust

Effective July 23, 2006

ARTICLE I

ESTABLISHMENT OF TRUST

1.01. The Company hereby deposits with the Trustee in trust $1.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Capitalized terms that are not defined in this Trust, are defined in the Plan.

1.02. The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Change of Control.

1.03. The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the Code), and shall be construed accordingly.

1.04. The portion of the Trust principal that represents the Company Matching Contributions, and any earnings allocated to the Account of Participant shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any asset of the Trust except for the Trust assets that are After-Tax Contributions. Rights created under the Plan and this Trust Agreement for the Company Matching Contributions and earnings allocated to a Participant’s Account shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company and shall be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Trust section 3.01.

1.05. The Company, may in its sole discretion, at any time, and from time to time, make deposits of cash or of shares of its common stock in trust with the Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any of the Plan participants or beneficiaries shall have any right to compel such deposits.

2

Hampton Roads Bankshares, Inc.

Executive Savings Plan Trust

Effective July 23, 2006

ARTICLE II

PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

2.01. The Company shall deliver to Trustee annually a schedule (the “Payment Schedule”) that indicates the number of shares payable in respect of each of the Plan participants (and their beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to each of the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

2.02. The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

2.03. The Company may make payment of benefits directly to the Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company when principal and earnings are not sufficient. In such case when the principal of the Trust, and any earnings thereon are insufficient to make payments in accordance with the terms of the Plan, the Trustee shall make payments first to those participants and beneficiaries in pay status (on a pro rata basis if necessary) and on a pro rata basis to any additional participants and beneficiaries in the order in which they become entitled to benefits.

3

Hampton Roads Bankshares, Inc.

Executive Savings Plan Trust

Effective July 23, 2006

ARTICLE III

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS

TO TRUST BENEFICIARY WHEN THE COMPANY IS INSOLVENT

3.01. The Trustee shall cease payment of benefits to the Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Company (including its subsidiary bank) has its assets seized or frozen under regulatory action.

3.02. At all times during the continuance of this Trust, as provided in Trust section 1.04, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below except for Trust assets that represent the After-Tax contributions.

(a) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency.