0001193125-09-048137 Sample Contracts

CHANGE IN CONTROL AGREEMENT (AMENDED AND RESTATED)
Change in Control Agreement • March 9th, 2009 • C & F Financial Corp • State commercial banks • Virginia

THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 30th day of December, 2008 by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and Larry Dillon (the “Executive”).

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VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR DIRECTORS (As Restated Effective January 1, 2008) ADOPTION AGREEMENT
Agreement • March 9th, 2009 • C & F Financial Corp • State commercial banks

Each Corporation named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2009 • C & F Financial Corp • State commercial banks

THIS AMENDMENT is entered into as of the 30th day of December, 2008, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and BRYAN MCKERNON (the “Executive”).

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VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2008) ADOPTION AGREEMENT
C & F Financial Corp • March 9th, 2009 • State commercial banks

Each Employer named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:

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