MANAGEMENT SECTION 162 COMPENSATION AGREEMENT

Exhibit 10.10

MANAGEMENT SECTION 162 COMPENSATION AGREEMENT

THIS MANAGEMENT SECTION 162 COMPENSATION AGREEMENT (the “Section 162 Plan”) is entered into by and between                                      (hereinafter the “Executive”) and The Old Point National Bank of Phoebus (hereinafter the “Employer”) this 1 ^st day of May, 2008.

PREAMBLE

A. The Executive is a fully vested participant in the Life Insurance Endorsement Method Split Dollar Plan Agreement between the Executive and the Employer dated              (the “Split Dollar Plan”).

B. The Employer has offered the Executive the opportunity to participate in the Section 162 Plan and the Executive has accepted the Employer’s offer to participate in such plan.

C. The Executive has agreed to relinquish the right to receive certain death benefit payments that the Executive now has the right to receive under the Split Dollar Plan.

In consideration of the foregoing and for good and adequate consideration, the sufficiency of which is hereby acknowledged, the Executive and the Employer agree as follows:

SECTION 1. DEFINITIONS

The following terms when used herein shall have the following meaning, unless a different meaning is clearly required by the context.

1.01 Disability “Disability” shall have the meaning ascribed to it in the Split Dollar Plan.

1.02 Employer : “Employer” means The Old Point National Bank. of Phoebus

1.03 Executive : “Executive” means                     .

1.04 Policy : “Policy” means Policy Number                      issued by                     , which provides for a death benefit of $            .

1.05 Premium “Premium” means the annual premium that the Employer will pay to maintain the Policy in order that the Policy will be fully paid up on or before the date that the Executive attains age 65.

1.06 Reduced Premium “Reduced Premium” means the premium that the Employer is required to pay, if any, to assure that the death benefit payable under the Policy is no less than 50% of the Target Benefit, and that no further premiums will be required to maintain such death benefit after the Executive attains age 65.

1.07 Retirement “Retirement” shall have the meaning ascribed to it in the Split Dollar Plan.

1.08 Section 162 Plan “Section 162 Plan” means this Management Section 162 Compensation Agreement.

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1.09 Split Dollar Plan : “Split Dollar Plan” means the Life Insurance Endorsement Method Split Dollar Plan Agreement between the Executive and the Employer dated             .

1.10 Target Benefit : “Target Benefit” means 300% of the Target Compensation.

1.11 Target Compensation : “Target Compensation” means the sum of $            , increasing on each                      hereafter at the rate of 4% per annum, or such greater rate that the Employer may establish in its sole discretion from time to time by providing written notice to the Executive.

SECTION 2. SECTION 162 PLAN BENEFITS

2.01 Ownership of the Policy : Upon the execution and delivery of this Section 162 Plan, the Executive shall become the sole owner and beneficiary of the Policy , and in consideration thereof the Executive hereby relinquishes the right to receive certain death benefits that the Executive is entitled to receive under the Split Dollar Plan as provided in Section 3 of this Agreement.

2.02 Payment of the Premium During Employment : While the Executive is employed by the Employer, the Employer will pay the Premium.

A. Termination of Employment Other Than On Account Of Death or Disability or Retirement . If the Executive’s employment terminates before Retirement, other than on account of death or disability, the Employer will pay the Reduced Premium

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in lieu of the Premium. For example, if