THIS EMPLOYMENT CONTRACT
amended and restated this 8th day of February 2001 between Millennium Bankshares Corporation and
Millennium Bank, National Association and its successors and assigns ("Employer"), a limited liability company
organized for the sole purpose of organizing a national banking institution to be chartered through the Office of the
Comptroller of the Currency; and Carroll C. Markley ("Employee").
WHEREAS, the original terms of this contract were initially agreed to and executed the 13th day of November
1998; and amended and restated the 11th day of February 1999 and the 11th day of March 1999; and
WHEREAS, Employer has formed a new national banking institution in Fairfax County, Virginia ("Bank"); and,
WHEREAS, Employer has formed a holding company ("Holding Company") which will own stock in, and
supervise management of, the Bank; and,
WHEREAS, Employee has agreed to serve as Chairman, President and Chief Executive Officer of the Bank and
the Holding Company; and,
WHEREAS, the parties wish to amend and restate the terms and conditions of Employee's employment,
NOW, therefore, in consideration of the promises and the mutual covenants and agreements set forth herein, the
parties hereby agree as follows:
1. RELATIONSHIP AND DUTIES
(a) Employer hereby employs Employee on January 1, 1999 (as defined in paragraph 2 below) as Chairman,
President and Chief Executive Officer of the Bank and the Holding Company, except as defined in subparagraph
(c) below, to hold the title of Chairman, President and Chief Executive Officer, and to perform such services and
duties as are customarily performed and exercised by persons holding such office.
(b) Employee shall serve as Chairman of the Board of Directors of the Bank and the Holding Company
("Boards") and as Chairman of their Executive Committees and such other committees as the Boards may
designate, subject to the terms hereof.
(c) Employee shall be President and CEO of the Bank and President of the Holding Compa