EX-10.3 3 dex103.txt C&F EXECUTIVE DEFERRED COMPENSATION PLAN VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (July, 1996) ADOPTION AGREEMENT If the Employer completing this document has any questions about the adoption of the Plan, the provisions of the Plan, its representative should contact Bette J. Albert, C.L.U. at the Virginia Bankers Association Benefits Corporation, 700 East Main Street, Suite 1411, Post Office Box 462, Richmond, Virginia 23219, telephone number (804) 643-7469 during business hours. 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: In completing this Adoption Agreement, if additional space is required insert additional sheets. Adoption Agreement Contents ---------------------------
Page ---- Option 1 Employer(s) Adopting Plan Named in Paragraph 1.12 of the Plan ......... 1 Option 2 General Plan Information .............................................. 2 Option 3 Status of Plan and Effective Date(s) .................................. 2 Option 4 Definitions ........................................................... 3 Option 5 Employer Contributions and Allocations ................................ 5 Option 6 Vesting ............................................................... 8 Option 7 Retirement Dates ...................................................... 9 Option 8 Time and Form of Benefit Payments ..................................... 9 Option 9 Participant Deemed Investment Direction ............................... 14 Option 10 Change in Control Definition .......................................... 14
================================================================================ 1. EMPLOYER(S) ADOPTING PLAN NAMED IN PARAGRAPH 1.12 OF THE PLAN. ================================================================================ (a) Name of Employer: (b) Employer's telephone C& F Financial Corporation Number: (804) 843-2360 -------------------------------------------------------------------------------- (c) Address of Employer: (d) Employer's EIN: Post Ofice Box 391 54-1680165 West Point, VA 23181 ------------------------------- (e) Employer's Tax Year End: 12/31 ================================================================================ (f) Name, Address and Identifying Information of Other Participating Employers Adopting the Plan: Citizens and Farmers Bank C&F Mortgage Corporation Eighth and Main Streets 300 Arboretum Place -Suite 245 West Point, Virginia 23181 Richmond, Virginia 23236 Telephone number (804) 843-2360 Telephone (804) 330-8300 EIN 54-0169510 EIN 54-1773964 ================================================================================ 2. GENERAL PLAN INFORMATION. -------------------------------------------------------------------------------- (a) Name of Plan: VBA Executive's Deferred Compensation Plan for C&F Financial Corporation -------------------------------------------------------------------------------- (b) Name, Address and EIN of Plan Administrator(s): [If other than Plan Sponsor, appointment must be by resolution]: ================================================================================ 3. STATUS OF PLAN AND EFFECTIVE DATE(S). -------------------------------------------------------------------------------- (a) Effective Date of Plan: The Effective Date of the Plan is January 1, ---------------------- 1998. -------------------------------------------------------------------------------- (b) Plan Status. The adoption of the Plan through this Adoption Agreement is: ----------- [_] (1) Initial Establishment. The initial adoption and establishment --------------------- of the Plan. [X] (2) Restated Plan. An amendment and restatement of the Plan (a ------------- Restated Plan). (A) Effective Date of this Restatement. The Effective Date of ---------------------------------- this Restatement of the Plan is January 1, 200. (B) Prior Plan. The Plan was last maintained under document ----------- dated, December 31, 1997 and was known as the for C&F Financial Corporation. (C) Transitional or Special Provisions: [Enter any ---------------------------------- transitional or special provisions relating to any Rollover Account and the Plan as restated] -------------------------------------------------------------------------------- (c) Adoption of Plan by Additional Employers after Effective Date of Plan. The --------------------------------------------------------------------- Effective Date(s) of the Plan with respect to Citizens and Farmers Bank is January 1, 1998 and C&F Mortgage Corporation is January 1, 2000. ================================================================================ 2 ================================================================================ 4. DEFINITIONS. -------------------------------------------------------------------------------- (a) Compensation Compensation is used throughout the basic Paragraph 1.8 plan document for different purposes. The following specific rules apply. (1) General Definition. The Compensation ------------------ definition in paragraph 1.8 of the basic plan document is modified as follows: (A) Salary. Salary is more specifically ------ defined to mean: [Consider whether to fix the date for determining Salary. Consider whether to revise to exclude reductions for 401(k) and cafeteria plan contributions. Other revisions may be desired.] (B) Bonus. Bonus is more specifically ----- defined to mean: [Consider naming specific bonus or incentive programs. Indicate excluded programs specifically.] (2) Specific Definitions. When used with -------------------- respect to each type of contribution under the Plan, Compensation shall include: (A) Employee Deferral Contributions. ------------------------------- [_] (i) Salary. [_] (ii) Bonuses. [X] (iii) Salary and Bonuses. (B) Employer Non-Elective Contributions. ----------------------------------- - See Attachment. [_] (i) Salary. [_] (ii) Bonuses. [X] (iii) Salary and Bonuses - for purposes of the "SERP" Employer Non-Elective Contributions (see Attachment). [X] (iv) Other: for purposes of "Excess Profit Sharing" Employer Non-Elective Contributions (see Attachment), "Compensation" in excess of Compensation Limit. For purposes hereof, the terms "Compensation" and "Compensation Limit" has the same meaning assigned to them in the Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers Bank as amended from time to time (or any successor thereto) (the "401(k) Plan"). 3 (C) Employer Matching Contributions. ------------------------------- [_] (i) Salary. [_] (ii) Bonuses. [_] (iii) Salary and Bonuses. [X] (iv) Other: "Compensation" in excess of "Compensation Limit" (as such terms are defined in the "401(k) Plan"). -------------------------------------------------------------------------------- (b) Eligible Employee Eligible Employee shall mean only the Paragraph 1.10 following: [x] (1) Determination by Board - for any --------------------------------- and all Employer Contributions. ------------------------------ Any individual who is designated as an Eligible Employee by resolution of the [] Plan Sponsor's [x] Employer's Board of Directors (or committee thereof). A copy of the resolution shall be attached to and incorporated by reference into the Plan. See Attachment. [x] (2) Determination by CEO - for -------------------------- Employee Deferral Contributions. ------------------------------- Any individual who is designated as an Eligible Employee by resolution of the [] Plan Sponsor's [x] Employer's Chief Executive Officer. A copy of the Chief Executive Officer's designation shall be attached to and incorporated by reference into the Plan. [] (3) Determined by Classification ---------------------------- or Grade - for all Contributions -------------------------------- other than SERP Non-Elective ---------------------------- Contributions. Any individual who ------------ is classified under the Employer's personnel practices and policies as employed in the following grades or classifications: [List executive classification to be included in plan coverage]. [] (4) Determined by Position or ---------------------------- Title. Any individual who is ----- employed in the following positions with the Employer: [List the executive positions to be included in plan coverage.] -------------------------------------------------------------------------------- (c)) Plan Year In the case of Restated Plan which prior to Paragraph 1.20 the Effective Date of this Restatement was maintained on the basis of a Plan Year beginning on a date other than January 1, the Plan Year shall begin on ,19 and ending on , 19 with the short Plan Year beginning on , 19 and ending on December 31, 19 . Thereafter, the Plan Year shall be the 12 month period beginning each January 1. -------------------------------------------------------------------------------- 4 -------------------------------------------------------------------------------- (d) Valuation Date The following date selected by the Paragraph 1.23 Employer: [X] (1) Quarterly. The last day of each --------- calendar quarter. [ ] (2) Semi-Annually. The last day of ------------- June and the last day of December of each Plan Year. [ ] (3) Annually. The last day of each -------- Plan Year. -------------------------------------------------------------------------------- (e) Effective Date The effective date of coverage for an of Coverage Eligible Employee shall be [Check one]: Subparagraph 2.1 [X] (1) Quarterly. The first day of --------- calendar quarter following the date the individual became an Eligible Employee. [ ] (2) Semi-Annually. The first day of ------------- the Plan Year or the first day of the seventh month of the Plan Year next following the date the individual became an Eligible Employee. [ ] (3) Annually. The first day of the --------- Plan Year following the date the individual became an Eligible Employee. ================================================================================ 5. EMPLOYER CONTRIBUTIONS AND ALLOCATIONS -------------------------------------------------------------------------------- (a) Employer Contributions The following contributions by the Employer Paragraph 3.4 are elected: [ ] (1) None. Employer contributions are ---- not permitted. [X] (2) Employer Non-Elective Contribution. ------------- (A) Amount. Each Employer shall ------ make an Employer Non- Elective Contribution for each Plan Year in such amount, if any, which the Employer shall determine. [X] (i) Flexible Formula - Such ---------------- amount, if any, which the Board of Directors of the Employer shall determine by resolution. - See Attachment. [ ] (ii) Compensation Formula - % -------------------- [Insert percentage] of the Compensation of all Participants for such Plan Year eligible to receive an allocation of the Employer Non- Elective Contribution for such Plan Year, plus any additional amount that the Board of Directors of the Employer shall determine by resolution. [ ] (iii) Fixed Amount - $ ------------ [Insert amount], plus any additional amount that the Board of Directors of the Employer shall determine by resolution. 5 (B) Participants Entitled to Share of Employer ------------------------------------------ Non-Elective Contribution. The Employer ------------------------- Non-Elective Contribution shall be allocated in proportion to Compensation as defined in Option 4(a)(2)(B) of the Adoption Agreement for the Plan Year to the Employer Deferral Account of the Participants who [Select applicable provisions which shall apply conjunctively unless otherwise noted]: - See Attachment. [ ] (i) Are employed as Eligible Employees for at least [Insert number of months] full calendar months in for such Plan Year. [ ] (ii) Are Eligible Employees at any time during such Plan Year. [ ] (iii) Are Eligible Employees on the last day of such Plan Year. - For Excess Profit Sharing Non-Elective Contributions. [ ] (iv) If they died while Eligible Employees or retired on their Disability, Early, Normal or Delayed Retirement Date while Eligible Employees during such Plan Year [Check one]: - For Excess Profit Sharing Non-Elective Contributions. [ ] (a) But only if they are employed as an Eligible Employee for at least [Insert number of months] full calendar months in such Plan Year. [ ] (b) Regardless of the number of months employed during such Plan Year. (C) Time for Making and Allocating Employer --------------------------------------- Non-Elective Contribution. The Employer ------------------------- Non-Elective Contribution [Check one]: [ ] (i) Quarterly - For a calendar quarter of --------- a Plan Year shall be made to the Plan within a reasonable time after the end of such quarter and shall be allocated to Participant's accounts as of the last day of such quarter. [ ] (ii) Semi-Annually - For a six month ------------- period in the Plan Year shall be made to the Plan within a reasonable time after the end of June and December of each Plan Year and shall be allocated to Participants' accounts as of the last day of such month. [X] (iii) Annually - For a Plan Year shall be -------- made to the Plan at such time(s) as the Employer shall determine and shall be allocated to Participants' accounts as of the last day of such Plan Year. 6 [X] (3) Employer Matching Contributions. ------------------------------- (A) Amount. Each Employer shall make an Employer ------ Matching Contribution for each Plan Year in an amount, subject to the limitations provided in the Plan, equal to the following percentage(s) of each Participant's Deferral Contribution of Compensation as defined in Option 4(a)(2)(C) of the Adoption Agreement for such Plan Year [Check one]: [X] (i) Straight Percentage - 100% [Insert ------------------- percentage] of his Compensation as defined in Option 4(a)(2)(C) of the Adoption Agreement contributed to the Plan (up to a maximum of 5% of such Compensation). [ ] (ii) Contribution Weighted Percentages - % --------------------------------- [Insert percentage] of the first % [Insert percentage] of his Compensation as defined in Option 4(a)(2)(C) of the Adoption Agreement contributed to the Plan and % of his Compensation as defined in Option 4(a)(2)(C) of the Adoption Agreement contributed to the Plan (up to a maximum of % of such Compensation). (B) Participants Entitled to Share of Employer ------------------------------------------ Matching Contribution. The Employer Matching --------------------- Contribution shall be allocated as described in Option 5(a)(3)(A) of the Adoption Agreement for the Plan Year to the Employer Deferral Account of the Participants who [Select applicable provisions which shall apply conjunctively unless otherwise noted]: [ ] (i) Are employed as an Eligible Employee for at least [Insert number of months] full calendar months in for such Plan Year. [ ] (ii) Are Eligible Employees at any time during such Plan Year. [X] (iii) Are Eligible Employees on the last day of such Plan Year. [X] (iv) If they died while an Eligible Employee or retired on his Disability, Early, Normal or Delayed Retirement Date while an Eligible Employee during such Plan Year [Check one]: [ ] (a) But only if they are employed as an Eligible Employee for at least [Insert number of months] full calendar months in such Plan Year. 7 [X] (b) Regardless of the number of months employed during such Plan Year. (C) Time for Making and Allocating Employer --------------------------------------- Matching Contribution. The Employer Matching --------------------- Contribution [Check one]: [ ] (i) Quarterly - For a calendar quarter of --------- a Plan Year shall be made to the Plan within a reasonable time after the end of such quarter and shall be allocated to Participants' accounts as of the last day of such quarter. [ ] (ii) Semi-Annually - For a six month ------------- period in the Plan Year shall be made to the Plan within a reasonable time after the end of June and December of each Plan Year and shall be allocated to Participants' accounts as of the last day of such month. [X] (iii) Annually - For a Plan Year shall be -------- made to the Plan at such time(s) as the Employer shall determine and shall be allocated to Participants' accounts as of the last day of such Plan Year. ================================================================================ 6. VESTING -------------------------------------------------------------------------------- (a) Vesting Schedule The following vesting schedule shall apply to Subparagraph 6.3(a) the Employer Deferral Employer Deferral Account of all Participants [Check one, and complete where applicable]: [X] (1) Apply Rules Described in Qualified Plan. --------------------------------------- A Participant is vested in his Employer Deferral Account under the Plan in the same manner and applying the same rules applicable under the following qualified retirement plan maintained by the Employer: For Employer Deferral Account Matching subaccount and Employer Deferral Account Profit Sharing subaccount. [ ] (2) Always 100% Vested. A Participant shall ------------------ always have a non-forfeitable right to one hundred percent (100%) of his Employer Deferral Account. [X] (3) Other Applicable Rules. A Participant ---------------------- shall be vested in his Employer Deferral Account in accordance with the following rules: See Attachment for vesting in Employer Deferral Account SERP subaccount. [Describe vesting provisions, including automatic vesting provisions, applicable schedule and rules for counting service]. 8 ================================================================================ 7. RETIREMENT DATES -------------------------------------------------------------------------------- (a) Normal Retirement Date A Participant's Normal Retirement Date shall Paragraph 6.1 be the day the Participant reaches age. -------------------------------------------------------------------------------- (b) Early Retirement Date [Select and complete applicable provision(s)] Paragraph 6.3 [X] (1) None. [ ] (2) Same as under the following qualified retirement plan maintained by the Employer. [ ] (3) No age requirement. [ ] (4) Age requirement of years. [ ] (5) No service requirement. [ ] (6) Service requirement of years of continuous full-time service with the employer. -------------------------------------------------------------------------------- (c) Disability Retirement Date [Select and complete applicable provision(s)] Paragraph 6.4 [X] (1) None. [ ] (2) Same as under the following qualified retirement plan maintained by the Employer. [ ] (3) No age requirement. [ ] (4) Age requirement of years. [ ] (5) No service requirement. [ ] (6) Service requirement of years of continuous full-time service with the Employer. ================================================================================ 8. TIME AND FORM OF BENEFIT PAYMENTS. -------------------------------------------------------------------------------- (a) Benefit Commencement Date The term Benefit Commencement Date shall mean the first day of Defined Paragraphs 1.5, calendar quarter coinciding with or next following: 3.3(a) and 7.1 [ ] (1) Retirement Date. The Participant's --------------- Retirement Date under the Plan as of which he retires. [ ] (2) Termination of Employment. The ------------------------- Participant's termination of employment with the Employer for whatever reason. 9 [X] (3) Selected By Participant. The date ----------------------- selected by the Participant in accordance with the following: (A) Participant's Options. The --------------------- Participant may elect that his Benefit Commencement Date be based on [Select options to be available to Participants]: [ ] (i) His Retirement Date under the Plan as of which he retires. [X] (ii) His termination of employment with the Employer. [ ] (iii) A date certain stated clearly in his election form which shall be without regard to when his employment with the Employer ends. [X] (iv) The later of a date certain or his Retirement Date as of which he retires. [ ] (v) Describe other options to be available: ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ (B) Timing of Participant Election. The ------------------------------ Participant shall elect his Benefit Commencement Date at the following time: [ ] (i) At Time Deferral Election is ---------------------------- Made. The Participant's ---- election of the Benefit Commencement Date shall be made at the time his first Deferred Contribution Election is filed under the Plan. [X] (ii) In Plan Year Prior to Date -------------------------- Elected. The Participant's ------- election of the Benefit Commencement Date shall be made no later than the earlier of (a) the end of the Plan Year prior to the Benefit Commencement Date selected and (b) at least 90 days before the selected date. -------------------------------------------------------------------------------- 10 -------------------------------------------------------------------------------- (b) Form of Payment to The form of benefit payments available to the Participant 7.2(a) Participant shall be determined in accordance with the following rules: [_] (1) Selected By Employer. The Employer -------------------- selects the following form of payment: [_] (A) Lump Sum Payment. Deferral ---------------- Benefits will be paid in the form of a lump sum payment. [_] (B) Periodic Installments. Deferral --------------------- Benefits will be paid in the form of periodic installment payments made: (i) Frequency: --------- [_] (a) Monthly. [_] (b) Quarterly. [_] (c) Semi-Annually. [_] (d) Annually. (ii) Duration. Over the following -------- period: [_] (a) Five (5) years. [_] (b) Ten (10) years. [_] (c) Fifteen (15) years. [_] (d) Twenty (20) years. [X] (2) Selected By Participant. The form of ----------------------- payment shall be selected by the Participant in accordance with the following: (A) Participant's Options. The --------------------- Participant may elect from among the following forms of payment [Select options to be available to Participants]: [X] (i) Lump Sum Payment. Deferral ---------------- Benefits may be paid only in the form of a lump sum payment. [X] (ii) Periodic Installments. --------------------- Deferral Benefits may be paid in the form of periodic installment payments made: (a) Frequency: --------- [X] (I) Monthly. 11 [X] (II) Quarterly. [X] (III) Semi-Annually. [X] (IV) Annually. (b) Duration. Over the -------- following period: [X] (I) Five (5) years. [X] (II) Ten (10) years. [X] (III) Fifteen (15) years. [X] (IV) Twenty (20) years. (B) Timing of Participant Election. ------------------------------ The Participant shall elect his form of payment at the following time: [_] (i) At Time Deferral Election ------------------------- is Made. The Participant's ------- election of the form of payment shall be made at the time his first Deferred Contribution Election is filed under the Plan. [X] (ii) In Plan Year Prior to Date -------------------------- Elected. The Participant's ------- election of the form of payment shall be made no later than the earlier of (a) the end of the Plan Year prior to the Benefit Commencement Date selected and (b) at least 90 days before the selected date. ------------------------------------------------------------------------------- (c) Form of Payment to The form of benefit payments available to Beneficiary the Beneficiary shall be determined in Paragraph 7.2(b) accordance with the following rules: [X] (1) Selected By Employer. The Employer -------------------- selects the following form of payment: [_] (A) Lump Sum Payment. Deferral ---------------- Benefits will be paid in the form of a lump sum payment. [_] (B) Periodic Installments. --------------------- Deferral Benefits will be paid in the form of periodic installment payments made: (i) Frequency. --------- [_] (a) Monthly. [_] (b) Quarterly. [_] (c) Semi-Annually. [_] (d) Annually. 12 (ii) Duration. Over the following period: -------- [ ] (a) Five (5) years. [ ] (b) Ten (10) years. [ ] (c) Fifteen (15) years. [ ] (d) Twenty (20) years. [X] (2) Selected By Participant. The form of ----------------------- payment shall be selected by the Participant in accordance with the following: (A) Participant's Options. The Participant --------------------- may elect from among the following forms of payment [Select options to be available to Participants]: [X] (i) Lump Sum Payment. Deferral Benefits ---------------- may be paid only in the form of a lump sum payment. [X] (ii) Periodic Installments. Deferral --------------------- Benefits may be paid in the form of periodic installment payments made: (a) Frequency: --------- [X] (I) Monthly. [X] (II) Quarterly. [X] (III) Semi-Annually. [X] (IV) Annually. (b) Duration. Over the following -------- period: [X] (I) Five (5) years. [X] (II) Ten (10) years. [X] (III) Fifteen (15) years. [X] (IV) Twenty (20) years. (B) Timing of Participant Election. The ------------------------------ Participant shall elect the Beneficiary's form of payment at the time his first Deferred Contribution Election is filed under the Plan or at any time prior to his death. -------------------------------------------------------------------------------- 13 ================================================================================ 9. PARTICIPANT DEEMED INVESTMENT DIRECTION. Paragraph 3.6 -------------------------------------------------------------------------------- (a) Availability Generally A Participant [Check one]: [ ](1) Not Permitted. May not make ------------- deemed investment directions. [ ](2) Permitted. May make deemed --------- investment directions for the following accounts (the "directable accounts") [Check one or more]: [X](A) Employee Deferral Account. [X](B) Employer Deferral Account. - For Employer Deferral Account Matching subaccount and Employer Deferral Account Profit Sharing subaccount at all times; and for Employer Deferral Account SERP subaccount after vesting and termination of employment. -------------------------------------------------------------------------------- (b) Frequency and Effective Participants may make their deemed Date of Investment investment directions as of [Check one Directions if Option 9(a)(2) is selected]: [X](1) Quarterly. Quarterly effective as --------- of the first date of each quarter of the Plan Year, [ ](2) Semi-Annually. Semi-annually ------------- effective as of the first day of each Plan Year, [ ](3) Annually. Annually effective as -------- of the first day of each Plan Year, and (if any of the above options are selected) at such other date(s) as the Administrator may from time to time authorize. ================================================================================ 10. CHANGE IN CONTROL DEFINITION Subparagraph 4.3(b) -------------------------------------------------------------------------------- Change in Control For purposes of subparagraph 4.3(b), the term Change in Control shall have the following meaning: [X](1) The same meaning as that or a similar term has in the following plan or program adopted by the Employer to protect executives in the event of a major corporate transaction: As provided in the Plan Sponsor's 1994 Incentive Stock Plan, as amended from time to time. [ ](2) The meaning set forth in clause (ii) of subparagraph 4.3(b). - 14 [ ] (3) The meaning set forth in clause (ii) of subparagraph 4.3(b) with the following modifications:___________________________ _________________________________________ _________________________________________ _________________________________________ _________________________________________ _________________________________________ _________________________________________ [ ] (4) The meaning set forth on the attached Appendix to this Adoption Agreement which shall be incorporated by reference and made a part of the terms of the Plan. -------------------------------------------------------------------------------- IN WITNESS WHEREOF, each Employer, by its duly authorized representatives, has executed this instrument this 28th day of February, 2001. C&F Financial Corporation -------------------------------------------- [Enter Name of Employer] By /s/ Tom Cherry ----------------------------------------- Its SVP & CFO ---------------------------------------- [SEAL] ATTEST: /s/ Larry G. Dillon ------------------------------- Its President & CEO --------------------------- Citizens and Farmers Bank -------------------------------------------- [Enter Name of Employer] -------------------------------------------- By /s/ Tom Cherry ----------------------------------------- Its SVP & CFO ---------------------------------------- [SEAL] ATTEST: /s/ Larry G. Dillon ------------------------------- Its President & CEO --------------------------- C&F Mortgage Corporation -------------------------------------------- [Enter Name of Employer] -------------------------------------------- By /s/ Larry G Dillon ----------------------------------------- Its Chairman ---------------------------------------- [SEAL] ATTEST: /s/ Tom Cherry ------------------------------- Its SVP & CFO --------------------------- 15 ATTACHMENT TO THE ADOPTION AGREEMENT FOR VBA EXECUTIVES DEFERRED COMPENSATION PLAN FOR C&F FINANCIAL CORPORATION (As Restated Effective January 1, 2001) Pursuant to authorization of the Board of Directors of C&F Financial Corporation, the following additions are made to the Adoption Agreement for the VBA Executive's Deferred Compensation Plan for C&F Financial Corporation, as restated effective January 1, 2001 in the form of the Virginia Bankers Association Model Non-Qualified Deferred Compensation Plan for Executives and as amended from time to time (the "Plan"): 1. Types of Employer Contributions. The Employer may make Employer ------------------------------- Matching Contributions and two types of Employer Non-Elective Contributions - (1) "Excess Profit Sharing" Employer Non-Elective Contributions and (2) "SERP" Employer Non-Elective Contributions. 2. Designation as a Participant Eligible for Employer Contributions. ---------------------------------------------------------------- Eligibility of an Employee for participation in any or all of the Employer Contributions requires designation by the Board (or a committee thereof). (a) Participants who may be entitled to an Employer Matching Contribution are sometimes referred to as Matching Participants for this purpose. (b) Participants who may be entitled to a "Excess Profit Sharing" Employer Non-Elective Contribution are sometimes referred to as Excess Profit Sharing Participants for this purpose. (c) Participants who may be entitled to a SERP Employer Non-Elective Contribution are sometimes referred to as SERP Participants for this purpose. 3. Excess Profit Sharing Employer Non-Elective Contributions. Effective --------------------------------------------------------- as of and from January 1, 2000, unless otherwise provided by the Board, an "Excess Profit Sharing" Employer Non-Elective Contribution shall be made on behalf of a Participant who has Compensation (as defined in the 401(k) Plan) in excess of the Compensation Limit and who meets the accrual requirements to receive an allocation of the profit sharing contribution under the 401(k) Plan in an amount equal to the product obtained by multiplying (a) the 401(k) Plan profit sharing contribution rate (i.e., the actual profit sharing contribution to the 401(k) Plan expressed as a percentage of the covered compensation of 401(k) Plan participants entitled to a share of the profit sharing contribution) by (b) the SERP Participant's Compensation in excess of the Compensation Limit 4. SERP Employer Non-Elective Contributions. Effective as of and from ---------------------------------------- January 1, 2000, unless otherwise provided by the Board, a "SERP" Employer Non-Elective Contribution shall be made on behalf of a Participant who is a SERP Participant in such amount, if any, as determined by the Board. 5. Employer Accounts. The Employer Deferral Account shall be subdivided ----------------- into three subaccounts: (a) The Employer Deferral Account Matching subaccount to which shall be allocated Employer Matching Contributions. (b) The Employer Deferral Account Profit Sharing subaccount to which shall be allocated Excess Profit Sharing Employer Non-Elective Contributions. 16 (c) The Employer Deferral Account SERP subaccount to which shall be allocated SERP Employer Non-Elective Contributions. 6. Vesting in Employer Deferral Account SERP subaccount. A Participant's ---------------------------------------------------- Employer Deferral Account SERP subaccount shall be fully vested upon the first to occur of the following while he is an Employee: (a) His death. (b) His total disability (based on the standard applicable under the Employer's long term disability program or, if none or if he is not a participant in that program, based on his entitlement to Social Security disability). (c) His retirement at or after age 65. (d) His early retirement with consent of the Board expressly providing for such vesting. (e) A Change in Control. IN WITNESS WHEREOF, C&F Financial Corporation, as the Plan Sponsor, has caused its name to be signed to this Attachment by its duly authorized officer as of the date noted below. Dated: 2-28-01 C&F Financial Corporation, Plan Sponsor --------------------- By: /s/ Tom Cherry ------------------------------------ Its SVP & CFO ---------------------------------- By execution hereof by the duly authorized Representative, the Virginia Bankers Association hereby accept the above Attachment. Dated: ____________________ _____________________________________ Trustee's Representative 17