Exhibit 99.2
VIRGINIA BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN AND TRUST
------------------------------------------
(June, 1996)
PROFIT SHARING THRIFT PLAN
WITH EMPLOYER STOCK INVESTMENT
ADOPTION AGREEMENT
(Number 001)
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If the Employer completing this document has any questions about the
adoption of the Plan, the provisions of the Plan or the effect of an Internal
Revenue Service opinion letter, he 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 23218-0462, telephone number (804)
643-7469 during business hours. Failure to properly complete the Adoption
Agreement may cause the Plan to be disqualified under the Act or the Code. If
the Virginia Bankers Association and the Virginia Bankers Association Benefits
Corporation make any amendments to the Plan or decide to discontinue or abandon
their sponsorship of the Plan, each Employer that has adopted the Plan will be
informed.
Each Employer named below hereby adopts the Virginia Bankers Association
Master Defined Contribution Plan and Trust (Basic Plan Document No. 03) (the
"Plan") through this Profit Sharing Thrift Plan with Employer Stock Investment
Adoption Agreement (number 001) (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
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Page
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Option 1 Employer(s) Adopting Plan Named in Paragraph 1.23 of the Plan 1
Option 2 General Plan Information..................................... 2
Option 3 Status of Plan and Effective Date(s)......................... 3
Option 4 Definitions.................................................. 4
Option 5 Eligibility and Participation................................ 6
Option 6 Retirement Dates............................................. 8
Option 7 Contributions and Allocations................................ 8
Option 8 Vesting...................................................... 13
Option 9 Top Heavy Rules.............................................. 15
Option 10 In-Service Withdrawals....................................... 18
Option 11 Loans........................................................ 20
Option 12 Participant Investment Direction............................. 20
Option 13 Hours of Service............................................. 20
Option 14 Limitations on Benefits...................................... 21
Option 15 Matters Relating to Stock.................................... 24
Option 16 Voting Rights Pass Through................................... 26
1. EMPLOYER(S) ADOPTING PLAN NAMED IN PARAGRAPH 1.23 OF THE PLAN.
(a) Name of Employer: (b) Employer's telephone number:
Citizens and Farmers Bank (804) 843-2360
(c) Address of Employer: (d) Employer's EIN:
Post Office Box 391 54-0169510
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:
Are all of the Employers under common control adopting the Plan? [ ] Yes [x] No
(g) Service Credit with Non-Participating Controlled or Affiliated Group
Members for Benefit Accrual Purposes. Pursuant to subparagraph 1.23(c)
of the Plan, service credit for purposes of benefit accrual under
paragraphs 4.1 and 4.2 of the Plan [Check one]:
[ ] (1) Shall
[x] (2) Shall Not
be given for service with controlled or affiliated service group members
under Section 414(b), (c), (m) or (o) of the Code who are not
participating Employers.
(h) Service and Earnings Credit with Predecessors. Pursuant to subparagraph
1.23(c) of the Plan, the following services and/or earnings with the
following predecessors to the Employer shall be treated as service
and/or earnings with the Employer [Enter name of predecessor(s) and
purpose(s) for which credit is given - "All" means all service and
earnings are counted; "All Earnings" means all earnings are counted;
"All Service" means all service is counted; otherwise specify one or
more of Compensation, Years of Vesting Service, Years of Benefit
Service, Years of Broken Service and/or service for other purposes]:
Name of Purpose(s) for
Predecessor which Counted
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2. GENERAL PLAN INFORMATION.
(a) Name of Plan: (b) Plan Number:
Virginia Bankers Association Defined Contribution For 002
Citizens and Farmers Bank
2
(c) Name, Address and EIN of Plan Administrator(s): [If other than Plan
Sponsor, appointment must be by resolution]
If Option 2(d) is marked "yes", the Virginia Bankers Association
Benefits Corporation is automatically appointed as Plan Administrator
pursuant to subparagraph 13.1(a) of the Plan.
(d) Is this Plan intended to be a cash or deferred arrangement within the
meaning of Section 401(k) of the Code?
[x] Yes [ ] No
3. STATUS OF PLAN AND EFFECTIVE DATE(S).
(a) Effective Date of Plan: The Effective Date of the Plan is
January 1, 1984.
Effective Date of Cash or Deferred Arrangement. If applicable, the
Effective Date of the cash or deferred arrangement is January 1, 1997.
[The date entered may not be prior to the date the initial instrument
adopting the arrangement was first executed].
(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 March 15, 2000.
(B) Prior Plan. The Plan was last maintained under document
dated October 17, 1998 and was known as the Virginia Bankers
Association Defined contribution Plan for Citizens and
Farmers Bank.
(C) No Increase in Benefits for Non-Employees Generally.
Notwithstanding any provision of the Plan to the contrary,
the Accrued Benefit, or non-forfeitable percentage thereof,
of any person (or the beneficiary of any person) who is not
an Employee or credited with an Hour of Service on or
after the Effective Date of this Restatement of the Plan
shall not be increased by virtue of this Restatement of the
Plan and benefits in pay status as of the Effective Date of
this Restatement of the Plan shall not be affected, except
as follows: [Enter any exceptions]:
(D) Transitional or Special Provisions: [Enter any transitional
or special provisions relating to the Plan as restated]
3
(c) Adoption of Plan by Additional Employers after Effective Date of Plan.
The Effective Date(s) of the Plan with respect to
[Enter name(s) of additional Employer(s) adopting Plan] is (are)
[Enter date(s) Plan is first effective as to additional Employer(s)].
(d) Restatement of Existing Plan which Was in Existence on January 1, 1974.
The Effective Date(s) of the 1976 Restatement of the Plan with respect to
[Enter name(s) of Employer(s)] is (are)
[Enter the effective date as of which the Plan was first amended to comply
with the non-fiduciary provisions of the Employee Retirement Income
Security Act of 1974].
(e) Is the Plan a direct or indirect transferee of a pension plan since the
first Plan Year beginning after December 31, 1984?
[ ] Yes [x] No
4. DEFINITIONS.
(a) Compensation Subject to the application of the Compensation
Paragraph 1.14 Limit, Compensation of a Participant with
respect to a Plan Year shall mean Total
Compensation for the [Check one]:
[x] (1) Calendar year ending with or within such Plan
Year.
[ ] (2) Plan Year.
Provided, however, that such Compensation shall
include [Check one]:
[x] (3) Compensation from the participating Employer(s)
only.
[ ] (4) Compensation from all Employers (whether or not
participating Employers).
and further provided that Compensation [Check one]:
[ ] (5) Shall
[x] (6) Shall not
include remuneration paid for periods while the
Participant is not an Eligible Employee,
and further provided that Compensation [Check one]:
[x] (7) Shall
[ ] (8) Shall not
4
include remuneration paid for periods before the
Participant became a Participant,
and further provided that remuneration for such
purposes shall exclude [Check the desired provisions,
if any]:
[ ] (9) Overtime.
[ ] (10) Bonuses.
[ ] (11) Commissions.
[ ] (12) Other extraordinary remuneration:
[Specify].
Notwithstanding the foregoing definition of
Compensation selected by the Employer, a Participant's
Compensation [Check one]
[x] (13) Shall include
[ ] (14) Shall not include
employee elective salary reduction or similar
contributions excluded from the Participant's gross
income for federal tax purposes by reason of Sections
125, 402(a)(8) and 402(h)(1)(B) of the Code and
employer contributions made pursuant to salary
reduction agreements under Section 403(b) of the Code.
(b) Eligible Employee Eligible Employee shall mean any Employee (other than
Paragraph 1.21 a Self-Employed Individual or Owner-Employee) except
[Check any applicable exclusion(s) below, if desired]:
[x] (1) Any such individual whose regular compensation
is computed on the basis of a stated amount
for each hour worked.
[ ] (2) [Enter any other employee classification, or
name of employee(s), to be excluded from plan
coverage].
[x] (3) Any Leased Employee or other Employee who is
not a common-law employee of the participating
Employer.
(c) Normal Retirement Age Normal Retirement Age shall mean age 65
Paragraph 1.35 [Insert age not over 65].
5
(d) Plan Year In the case of Restated Plan which prior to the
Paragraph 1.39 Effective Date of this Restatement was maintained on
the basis of a Plan Year beginning on the date other
than January 1 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.
(e) Total Compensation Total Compensation shall mean [Check one]
Paragraph 1.48
[x] (1) A Participant's earnings as reportable in the
Wages, Tips and Other Compensation Box
(currently Box 10) on the IRS Form W-2 pursuant
to Sections 6041, 6051 and 6052 of the Code.
[ ] (2) A Participant's earnings which are subject to
income tax withholding under Section 3401(a) of
the Code.
[ ] (3) A Participant's Section 415 safe-harbor
compensation.
5. ELIGIBILITY AND PARTICIPATION.
(a) Age Requirement The age requirement for participation is [Check one]:
Subparagraph 2.1(a)
[ ] (1) None. No age requirement is imposed.
[x] (2) Age Requirement. Age 18
[Enter any age up to 21 years; and if any age
over 20-1/2 is selected, Option 5(c)(1) may
not be selected].
(b) Service Requirement The service requirement for participation is
Subparagraph 2.1(a) [Check one]:
[ ] (1) None. No service requirement is imposed.
[x] (2) Year or Less. The Employee's Employment
Commencement Date must have occurred at least 3
months [Enter "None" or any period up to 12
months] prior to the Entry Date on which he
becomes eligible to participate in the Plan.
[Note: The Employee need not complete any
specified number of hours of service during the
period designated above; and if more than 6
months is selected, Option 5(c)(1) may not be
selected.]
[ ] (3) Year or Less - Hour of Service Standard. The
Employee must, prior to the Entry Date on which
he became eligible to participate in the Plan,
have completed one (1) Year of Eligibility
Service.
[Note: If the option is selected, Option
5(c)(1) may not be selected.]
6
For this purpose a Year of Eligibility Service
shall be considered completed by an Employee at
the following applicable time [Select one of
the following]:
[ ] (A) as of the last day of the applicable
computation period, regardless of whether
the Employee was credited with the requisite
Hours of Service before the end of such
computation period.
[ ] (B) at any time when the Employee is credited
with the requisite Hours of Service,
regardless of whether such time occurs
before the end of the applicable computation
period.
[ ] (4) Greater than Year - Hour of Service Standard.
The Employee must, prior to the Entry Date on
which he becomes eligible to participate in the
Plan, have completed 2 Years of Eligibility
Service, without any intervening Year of Broken
Service.
For this purpose or Year of Eligibility Service
shall be considered completed by an Employee as
of the last day of the applicable computation
period regardless of whether the Employee was
credited with the requisite Hours of Service
before the end of such computation period.
[Note: If this Option is selected, Option
8(a)(5) must also be selected and Option
5(c)(1) may not be selected. If this is a cash
or deferred arrangement, this Option may not be
selected.]
[ ] (5) Greater than Year. The Employee's Employment
Commencement Date must have occurred at least
months [Enter any period from 13 months up
to 24 months] prior to the Entry Date on which
he becomes eligible to participate in the Plan.
[Note: The Employee need not complete any
specified number of hours of service during the
period designated above; and if this Option is
selected, Option 8(a)(5) must also be selected,
and Option 5(c)(1) may not be selected. If this
is a cash or deferred arrangement, this Option
may not be selected.]
(c) Entry Date The Entry Date(s) on which participation shall normally
Subparagraph 2.2(a) commence shall be [Check one]:
[ ] (1) Annual. The first day of each Plan Year.
[ ] (2) Monthly. The first day of each calendar month.
[x] (3) Quarterly. The first day of each Plan Year and
of the fourth, seventh, and tenth month of
each Plan Year.
7
[ ] (4) Semi-Annual. The first day of each Plan Year
and the first day of the seventh month of each
Plan Year.
[ ] (5) Immediate. The date the individual is an
Eligible Employee after he satisfies the age
and service eligibility requirements for
participation in the Plan.
6. RETIREMENT DATES.
(a) Early Retirement Date [Select and complete applicable provision(s)]
Paragraph 5.3
[ ] (1) None.
[ ] (2) No age requirement.
[x] (3) Age requirement of 55years.
[ ] (4) No service requirement.
[x] (5) Service requirement of 10Years of
Vesting Service.
(b) Disability Retirement [Select and complete applicable provision(s)]
Date
Paragraph 5.4
[ ] (1) None.
[x] (2) No age requirement.
[ ] (3) Age requirement of years.
[ ] (4) No service requirement.
[x] (5) Service requirement of 10 Years of
Vesting Service.
7. CONTRIBUTIONS AND ALLOCATIONS.
(a) Employer Contributions The following contributions by the Employer
Paragraph 3.1 (other than Top Heavy and Supplemental
Contributions) are elected:
(1) Employer Base Contributions. Each Employer
shall make an Employer Base Contribution for
each Plan Year, subject to the limitations
provided in the Plan, in such amount, if any,
which the Employer shall determine.
[x] (A) Flexible Formula - Such amount, if any,
which the Board of Directors of the
Employer shall determine by resolution.
8
[ ] (B) Reported Net Operating Earnings Formula -
An amount equal to % [Insert percentage
not over 25%] of the consolidated net
income of the Employer for the fiscal year
of the Employer ending with or within such
Plan Year, provided, however, that the
amount of such contribution shall be
reduced to the extent necessary so that
consolidated net income for such fiscal
year will not be reduced below an amount
equal to % [Insert percentage] of
stockholders' equity in the Employer at
the beginning of such fiscal year or shall
be zero if such return on stockholders'
equity is not achieved; plus any
additional amount that the Board of
Directors of the Employer shall determine
by resolution. For purposes hereof,
consolidated net income means [Check one]:
[ ] (i) Consolidated net income as determined
under generally accepted accounting
principles after 1982 [Check one]:
[ ] (a) Including the after-tax effect of
securities transactions.
[ ] (b) Excluding the after-tax effect of
securities transactions.
[ ] (ii)
[Insert definition].
[ ] (C) Compensation Formula - % [Insert
percentage] of the Compensation of all
Participants for such Plan Year eligible
to receive an allocation of the Employer
Base Contribution for such Plan Year, plus
any additional amount that the Board of
Directors of the Employer shall determine
by resolution.
[ ] (D) Fixed Amount - $ [Insert amount],
plus any additional amount that the Board
of Directors of the Employer shall
determine by resolution.
(2) Employer Thrift Contribution. The Employer
shall make an Employer Thrift Contribution
for each Plan Year in an amount, subject to
the limitations provided in the Plan, equal
to % [insert percentage not over 15% or "0"
if no required contribution] of each
Participant's Compensation for such Plan
Year, plus any additional amount the Board
of Directors of the Employer shall determine
by resolution.
9
(3) Employer Matching Contributions.
(A) Amount - The 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 sum of the following percentage(s)
of each Participant's After-tax Matched
Contributions and Pre-tax Matched
Contributions for such Plan Year
[Check one]:
[x] (i) Straight Percentage - 100% [Insert
percentage] of such contributions.
[ ] (ii) Contribution Weighted Percentages -
% [Insert percentage] of the first
% [Insert percentage] of his
Compensation contributed each payroll
period as such contribution(s) and
% [Insert percentage] of the
balance of such contributions made
each payroll period.
(B) Time for Making and Allocating Employer
Matching Contribution. The Employer
Matching Contribution [Check one]:
[x] (i) Monthly - For a calendar month of a
Plan Year shall be made to the Plan
within a reasonable time after the
end of such month and shall be
allocated to Participants' accounts
as of the last day of such month.
[ ] (ii) 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.
[ ] (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.
(C) Account to which Allocated. The Employer
Matching Contribution shall be allocated
to the: [Check one]
[x] (i) Employer Active Account.
[ ] (ii) Employer Non-forfeitable Account.
[ ] (iii) Employer Thrift Account.
10
(b) Allocation of Employer The Employer Base Contribution and forfeitures
Base Contribution shall be allocated on the basis of the following
Subparagraph 4.2(a) rules:
(1) Covered Participants Entitled to a Share of
the Employer Base Contribution and
Forfeitures. If the Employer has elected to
make Employer Base Contributions in Option
7(a), each Covered Participant shall be
eligible to receive an allocation of the
Employer Base Contribution and forfeitures
with respect to each Plan Year. A
Participant shall be a Covered Participant
for the Plan Year [Check any one or more]:
[x] (A) If he is credited with a Year of Benefit
Service for such Plan Year.
[ ] (B) If he is an Eligible Employee at any
time during such Plan Year.
[x] (C) If he is an Eligible Employee on the
last day of such Plan Year.
[ ] (D) If he has not reached his Normal
Retirement Date before the beginning of
such Plan Year and the allocation is
made for a Plan Year beginning before
January 1, 1988.
[x] (E) If he 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]:
[ ] (i) But only if he is credited with
Year of Benefit Service for such
Plan Year.
[ ] (ii) But only if he was credited with
Hours of Service during the
portion of such Plan Year he was
an Eligible Employee at a rate
which would have caused him to be
credited with a Year ofBenefit
Service for such Plan Year had he
been so employed for the whole
Plan Year.
[x] (iii) Regardless of whether he was
credited with a Year of Benefit
Service for such Plan Year.
(2) Allocation Formula for Employer Base
Contributions. The Employer Base
Contribution to the Plan and forfeitures
for each Plan Year shall, subject to the
limitations provided in the Plan, be
allocated under subparagraph 4.2(a) of the
Plan as of the last day of such Plan Year
to the Employer Active Account of Covered
Participants for such Plan Year [Check one]:
11
[ ] (A) Matching Formula - In proportion to the
sum of their After-tax Matched
Contributions and Pre-tax Matched
Contributions for such Plan Year.
[ ] (B) Matching Compensation Formula - In
proportion to the sum of the
Compensation with respect to which they
made After-tax Matched Contributions
and/or Pre-tax Matched Contributions
for such Plan Year.
[x] (C) Compensation Formula - In proportion to
their Compensation for such Plan Year.
If Option 7(b)(2)(A) or (B) is selected, the
Employer Base Contribution must be treated as
"matching contribution" for purposes of the Top
Heavy Contribution requirement of subparagraph
3.1(d) of the Plan and for purposes of the
after-tax and matching contributions tests
under paragraph 4.10 and 4.11 of the Plan.
(c) Employee Contributions Employee contributions are permitted as follows
Paragraphs 3.3, 3.5 [Select none or any one or more of the following]:
[ ] (1) None. Employee contributions are not
permitted.
[ ] (2) After-tax Matched Contributions. After-tax
Matched Contributions are permitted by
payroll deduction in any [ ] whole dollar
amount or [ ] whole percentage chosen by
the Participant not to exceed % [Enter
percentage] of his Compensation for such
payroll period.
[ ] (3) After-tax Unmatched Contributions.
After-tax Unmatched Contributions are
permitted [Check one or both]:
[ ] (A) By lump sum deposit.
[ ] (B) By payroll deduction in any [ ] whole
dollar amount or [ ] whole percentage
chosen by the Participant not to
exceed % [Enter amount] of his
Compensation from the Employer for
such payroll period.
[x] (4) Pre-tax Matched Contributions. Pre-tax
Matched Contributions are permitted by
payroll deduction in any [ ] whole dollar
amount or [x] whole percentage chosen by
the Participant not to exceed 5% [Enter
percentage] of his Compensation for such
payroll period.
[x] (5) Pre-tax Unmatched Contributions. Pre-tax
Unmatched Contributions are permitted by
payroll deduction in [ ] any whole dollar
amount or [x] whole percentage chosen by
the Participant not to exceed 15% [Enter
percentage] of his Compensation in such
payroll period.
12
[x] (6) Rollover Contributions. Rollover
Contributions (other than "accumulated
deductible employee contributions" within
the remaining of Section 72(o)(5)(B) of
the Code in the case of a Plan which has
never permitted Voluntary Deductible
Contributions) are permitted.
[x] (7) Payroll Deduction Modifications. Payroll
deduction contributions may be terminated,
changed or recommenced [Check one if any
of the provisions of this Option 7(c)
permitting payroll deduction contributions
is checked]:
[ ] (A) On the first day of each payroll
period.
[ ] (B) Monthly on the first day of any month.
[x] (C) Quarterly on the first day of any
quarter of a Plan Year.
[ ] (D) Annually on the first day of any
Plan Year.
8. VESTING.
(a) Post-1988 Regular Vesting The following "post-1988 regular vesting schedule"
Schedule shall apply to the Employer Active Account of
Subparagraph 6.3(a) [Check one] [ ] all Participants effective
commencing at the beginning of the first Plan Year
beginning after December 31, 1988 or [ ] any
Participant who is credited with an Hour of
Service in a Plan Year beginning after December
31, 1988 [Check one, and complete where
applicable]:
[ ] (1) 100% after 5 Years of Vesting Service.
[x] (2) 20% after 3 Years of Vesting Service and
increased by 20% for each of the next 4
Years of Vesting Service.
[ ] (3) % for each of the first Years
of Vesting Service, increased by % for
each of the next Years of Vesting Service,
and increased by % for each of the next
Years of Vesting Service.
[Must be at least as favorable after each
Year as Option 8(a) (1) or (2) above.]
[ ] (4) % after Year(s) of Vesting Service,
increased by % for each of the next
Years of Vesting Service.
[Must be at least as favorable after each
Year as Option 8(a) (1) or (2) above.]
[ ] (5) A Participant shall always have a non-
forfeitable right to one hundred percent
(100%) of his Accrued Benefit.
13
[This option must be selected if Option 5(b)(4)
or (5) is selected.]
(b) Pre-1988 Regular Vesting The following "pre-1989 regular vesting schedule"
Schedule shall apply to the Employer Active Account of all
Plan Subparagraph 6.3(a) Participants effective until the first Year
beginning after December 31, 1988 and thereafter
shall apply to the Employer Active Account of any
Participant who is not credited with an Hour of
Service in a Plan Year beginning after December
31, 1988 unless Option 8(a) provides that the
post-1988 regular vesting schedule will apply to
the Employer Active Account of all Participants
(including those not credited with an Hour of
Service in a Plan Year beginning after December
31, 1988) [Check one, and complete where
applicable]:
[ ] (1) 100% after 10 Years of Vesting Service.
[ ] (2) 25% after 5 Years of Vesting Service and
increased by 5% for each of the next 5
Years of Vesting Service and further
increased by 10% for each of the next 5
Years of Vesting Service.
[ ] (3) % for each of the first Years of
Vesting Service, increased by % for
each of the next Years of Vesting
Service, and increased by % for each
of the next Years of Vesting Service.
[Must be at least as favorable after each
Year as Option 8(b)(1) or (2) above.]
[ ] (4) 40% after 4Year(s) of Vesting Service,
increased by 10% for each of the next 6
Years of Vesting Service.
[Must be at least as favorable after each
Year as Option 8(b)(1) or (2) above.]
[ ] (5) A Participant shall always have a
non-forfeitable right to one hundred
Percent (100%) of his Accrued Benefit.
(c) Years of Vesting Service The following Years of Vesting Service shall be
Disregarded for Regular disregarded for purposes of the regular vesting
Vesting Schedule schedule of the Plan [Check any of the following,
Paragraph 1.39 if desired]:
[x] (1) Years Prior to Age 18. Any Year of
Vesting Service of an Employee
completed before the Employee has reached
age eighteen (18) in all other cases
shall be disregarded.
[x] (2) Years Required after Break in Service. Any
Year of Vesting Service of an Employee
prior to one Year of his Broken Service
shall be disregarded until he has
completed a Year of Vesting Service
during a Plan Year following his Year of
Broken Service.
14
[ ] (3) Rule of Parity. Any Year of Vesting
Service of an Employee prior to one Year
of his Broken Service shall be disregarded
unless such Employee either:
(A) possesses a non-forfeitable right to
benefits under the Plan derived from
the Employer's contributions or
(B) has consecutive Year(s) of Broken
Service which are less than the
greater of (i) for application of
this subparagraph in Plan Years
commencing after December 31, 1984,
five (5) or (ii) the number of his
aggregate Year(s) of Vesting Service
before the commencement of such
Year(s) of Broken Service.
For purposes of this Option, an Employee's
aggregate Years of Vesting Service shall
not include Years of Vesting Service which
are at any time excluded by the
application of the provisions of this
option.
[ ] (4) Years Prior to Plan Establishment. Any
Year of Vesting Service with the Employer
for which the Employer did not maintain
the Plan or a predecessor plan within the
meaning of Section 411(a)(4)(C) of the
Code shall be disregarded.
[ ] (5) Years Prior to 1971. Any Year of Vesting
Service before January 1, 1971 shall be
disregarded unless the Participant has at
least three (3) Plan Years of Service
after December 31, 1970.
9. TOP HEAVY RULES. If the Plan is or becomes a Top Heavy
Plan, the provisions of the Plan and the Adoption
Agreement containing top heavy rules required by
Section 416 of the Code shall supersede any
conflicting provisions of the Plan or the
Adoption Agreement.
(a) Top Heavy Compensation Subject to the application of the Compensation
Subparagraph 3.1(d) Limit, Top Heavy Compensation of a Participant
with respect to a Plan Year shall mean Total
Compensation for the [Check one]:
[x] (1) Calendar year ending with or within such
Plan Year
[ ] (2) Plan Year
which are subject to tax under Section 3101(a) of
the Code without the dollar limitation of Section
3121(a) of the Code.
Notwithstanding the foregoing definition of
Compensation selected by the Employer, a
Participant's Compensation [Check one]
[x] (3) Shall include
[ ] (4) Shall not include
15
employee elective salary reduction or similar
contributions excluded from the Participant's
gross income for federal tax purposes by reason
of Sections 125, 402(a)(8) and 402(h)(1)(B) of
the Code and employer contributions made pursuant
to salary reduction agreements under Section
403(b) of the Code.
(b) Top Heavy Vesting The following "top heavy vesting schedule"
Schedule shall apply whenever the Plan is a Top
Subparagraph 6.3(b) Heavy Plan [Check one, and complete where
applicable]:
[ ] (1) 100% after (not to exceed 3) Years of
Vesting Service.
[x] (2) 20% after 2 Years of Vesting Service,
increased 20% for each of the next 4
Years of Vesting Service.
[ ] (3) % after Year(s) of Vesting Service
% after Years of Vesting Service
% after Years of Vesting Service
% after Years of Vesting Service
% after Years of Vesting Service
% after Years of Vesting Service
[Must be at least as favorable after each
Year as Option 9(b)(1) or (2) above.]
(c) Years Disregarded for The following Years of Vesting Service shall
Purposes of Top Heavy be disregarded for purposes of the top
Vesting Schedule heavy vesting schedule [Check any of the
Paragraph 6.5 following, if desired]:
[x] (1) Apply Regular Rules. All Years of Vesting
Service regarded under Option 8(c) above
shall be disregarded.
[ ] (2) Years Prior to Age 18. Any Year of Vesting
Service of an Employee completed before
the Employee has reached age eighteen (18)
in all other cases shall be disregarded.
[ ] (3) Year Required After Break in Service. Any
Year of Vesting Service of an Employee
prior to one Year of his Broken Service
shall be disregarded until he has
completed a Year of Vesting Service during
a Plan Year following his Year of Broken
Service.
[ ] (4) Rule of Parity. Any Year of Vesting
Service of an Employee prior to one Year
of his Broken Service shall be disregarded
unless such Employee either:
(A) possesses a non-forfeitable right to
benefits under the Plan derived from
the Employer's contributions or
(B) has consecutive Year(s) of Broken
Service which are less than the
greater of (i) for application of
this subparagraph in Plan Years
16
commencing after December 31, 1984,
five (5) or (ii) the number of his
aggregate Year(s) of Vesting Service
before the commencement of such
Year(s) of Broken Service.
For purposes of this option, an Employee's
aggregate Years of Vesting Service shall
not include Years of Vesting Service which
are at any time excluded by the
application of the provisions of this
option.
[ ] (5) Years Prior to Plan Establishment. Any
Year of Vesting Service with the Employer
for which the Employer did not maintain
the Plan or a predecessor plan within the
meaning of Section 411(a)(4)(c) of the
Code shall be disregarded.
[ ] (6) Years Prior to 1971. Any Year of Vesting
Service before January 1, 1971 shall be
disregarded unless the Participant has at
least three (3) Years of Vesting Service
after December 31, 1970.
(d) Top Heavy Contribution The Employer shall make an Employer Top Heavy
Subparagraph 3.1(d) Contribution for each Plan Year the Plan is a
Top Heavy Plan in an amount, subject to
the limitations provided in the Plan, determined
as follows [Check the applicable choice and
complete where applicable]:
[x] (1) Minimum Allocation Percentage. Any
required allocation under this Plan shall
be [Check one]:
[ ] (A) Specified Rate. At the rate of %.
[Insert percentage not under 3%.]
[x] (B) Determined per Plan. Determined
pursuant to the applicable rules in
clauses (i), (ii) and (iii) of
subparagraph 3.1(d) of the Plan.
[x] (2) Plan under which Top Heavy Contribution or
Benefit to Be Provided [Check one]:
[ ] (A) No Other Plan. Since the Employer
maintains no other qualified plan, any
applicable Employer Top Heavy
Contribution described in subparagraph
3.1(d) of the Plan shall be provided
by this Plan.
[x] (B) Contribution under this Plan Where
Other Plan Maintained. The Employer
maintains another qualified plan or
plans which is (are) [Check applicable
one(s)] a [x] defined contribution
plan and/or [x] defined benefit plan,
and the Employer elects that any
applicable Employer Top Heavy
Contribution described in subparagraph
3.1(d) of this Plan shall be provided
to Participants in this Plan by this
Plan.
17
[ ] (C) Contribution or Benefit Under Other
Plan for Participants in this Plan and
Other Plan, and Contribution under
this Plan for Participants Only in
this Plan. The Employer maintains
another qualified plan or plans which
is (are) [Check applicable one(s)]
a [ ] defined contribution plan
and/or [ ] defined benefit plan, and
the Employer elects that contributions
required under Section 416 of the Code
be provided under such other plan(s)
for Employees who are both
Participants in this Plan and
participants in such other plan(s) and
that any applicable Employer Top Heavy
Contribution described in subparagraph
3.1(d) of this Plan shall be provided
by this Plan to Employees who are
Participants of this Plan only.
[ ] (D) Alternate or Additional Provisions
[Insert desired provision]:
(e) Present Value Factors for The interest and mortality factors shall be:]
Top Heavy Plan Status
Appendix B (1) Interest Rate: 7.5% [Insert percentage].
(3) Mortality Table: The Unisex Pension 1984
Table.
10. IN-SERVICE WITHDRAWALS.
(a) After-tax Account, [Select one or both, if desired]
Voluntary Deductible
Account and/or [ ] (1) Non-hardship. Non-hardship withdrawals
Rollover Account are permitted under paragraph
Paragraphs 9.1, 9.5 9.1 of the Plan from the [Check one(s)
desired]:
[ ] (A) After-tax Unmatched Account.
[ ] (B) After-tax Matched Account.
[ ] (C) Voluntary Deductible Account.
[ ] (D) Rollover Account.
[x] (2) Hardship. Hardship withdrawals are
permitted under paragraph 9.5 of the
Plan from the [Check one(s) desired]:
[ ] (A) After-tax Unmatched Account.
[ ] (B) After-tax Matched Account.
[ ] (C) Voluntary Deductible Account.
[x] (D) Rollover Account.
18
(b) Pre-tax Account and/or [Select one or both, if desired]:
Employer Thrift Account
Paragraphs 9.2, 9.6 [ ] (1) Non-hardship. Non-hardship withdrawals
are permitted under paragraph 9.2 of the
Plan by Participants from the [Check
one(s) desired]:
[ ] (A) Pre-tax Unmatched Account.
[ ] (B) Pre-tax Matched Account.
[ ] (C) Employer Thrift Account.
[x] (2) Severe Hardship. Severe Hardship
withdrawals are permitted under paragraph
9.6 of the Plan by Participants from the
[Check one(s) desired]:
[x] (A) Pre-tax Unmatched Account.
[x] (B) Pre-tax Matched Account.
[ ] (C) Employer Thrift Account.
(c) Employer Account [Select one or both, if desired]
Paragraphs 9.4, 9.5
[ ] (1) Non-Hardship. Non-hardship withdrawals
are permitted under paragraph 9.4 of
the Plan by [Check one or more]:
[ ] (A) Participants who have reached age
fifty-nine and one-half (59 1/2)
from the [Check one(s) desired]:
[ ] (i) Employer Active Account.
[ ] (ii) Employer Non-forfeitable Account.
[ ] (B) Participants who have 60 or more
months of participation from the
[Check one(s) desired]:
[ ] (i) Employer Active Account.
[ ] (ii) Employer Non-forfeitable Account.
[ ] (C) Participants who either have reached
age fifty-nine and one half (59 1/2)
or have 60 or more months of
participation from the [Check one(s)
desired]:
[ ] (i) Employer Active Account.
[ ] (ii) Employer Non-forfeitable Account.
[x] (2) Hardship. Hardship withdrawals are
permitted under paragraph 9.5 of the
Plan from the [Check one(s) desired]:
[x] (i) Employer Active Account.
19
[x] (ii) Employer Non-forfeitable Account.
11. LOANS.
(a) Availability A Participant [Check one]:
Paragraph 9.10
[x] (1) Permitted. May borrow from the Plan in
accordance with the terms of the
Employer's Loan Policy.
[If this Option is selected the Employer
must complete and attach to this Adoption
Agreement an Employer's Loan Policy
describing the terms and conditions on
which loans will be made.]
[ ] (2) Not Permitted. May not borrow from the
Plan.
12. PARTICIPANT INVESTMENT DIRECTION.
Paragraph 12.2
(a) Availability Generally A Participant [Check one]:
[ ] (1) Not Permitted. May not make investment
directions.
[x] (2) Permitted. May make investment directions
for the following accounts (the
"directable accounts") [Check one or
more]:
[x] (A) Employer Account.
[ ] (B) Employer Thrift Account.
[x] (C) Pre-tax Account.
[ ] (D) After-tax Account.
[x] (E) Rollover Account.
[ ] (F) Voluntary Deductible Account.
(b) Available Investment Participants may make investment directions among
Funds the following investment funds (the "available
investment funds") to the extent permitted [Check
one or more if Option 12(a)(2) is selected and
complete percentage limitation, if desired. If
no percentage is indicated, no limitation
applies]:
[ ] (1) Current Income Fund.
[ ] (2) Capital Preservation Fund.
[ ] (3) Moderate Growth Fund.
[ ] (4) Wealth Building Fund.
20
[ ] (5) Aggressive Appreciation Fund.
[x] (6) Employer Stock Fund - investment shall be
limited to 35% of account balance
(effective January 1, 1999).
[x] (7) Such other investment funds as the
Administrator may from time to time permit
(a written description of which must be
attached to this Adoption Agreement).
(c) Investment Direction Participants may make investment directions in the
Increments Employer Stock Fund in the following increments
[Check one if Option 12(a)(2) is selected]:
[x] (1) In the regular 1% increments provided
in the Plan.
[ ] (2) In % [Insert percentage of less than
5%] increments.
[ ] (3) In increments of the lesser of 5% or
such percentage as the Administrator
shall from time to time authorize.
(d) Frequency and Participants may make their investment direction
Effective Date of as of [Check one if Option 12(a)(2) is selected]:
Investment Directions
[ ] (1) Annually effective as of the first day
of each Plan Year,
[ ] (2) Periodically effective as of the
beginning of each Valuation Period,
[ ] (3) Quarterly effective as of the first day
of each quarter of the Plan Year,
[x] (4) daily
[Insert time(s)],
and (if any of the above options are selected) at
such other date(s) as the Administrator may from
time to time authorize.
(e) Default Investment Fund As provided in subparagraph 12.2(d) of the Plan,
where no Participant investment direction is in
force, a Participant's accounts shall be invested
in the following default investment fund, provided
that any initial designation here may be changed
from time to time by the Employer [Check one if
Option 12(a)(2) is selected]:
[ ] (1) Current Income Fund.
[x] (2) [Describe] Money Market Fund.
[ ] (3) Such investment fund as the Employer may
from time to time designate (a written
description of which must be attached to
this Adoption Agreement).
21
13. HOURS OF SERVICE. Hours of Service for purposes of the Plan shall be
Appendix A credited in accordance with one of the
alternative methods stated below [Check one]:
[ ] (a) Actual Hours Counted. An Employee shall be
credited with Hours of Service for those
actual Hours of Service credited under
Appendix A of the Plan.
[ ] (b) Ten Hour Per Day Equivalency. An Employee
shall be credited with ten (10) Hours of
Service for any day he would be credited
with at least one (1) actual Hour of
Service.
[ ] (c) Forty-five Hour Per Week Equivalency. An
Employee shall be credited with forty-five
(45) Hours of Service for any week he
would be credited with at least one (1)
actual Hour of Service.
[x] (d) Ninety-five Hour Per Semi-monthly Payroll
Equivalency. An Employee shall be credited
with ninety-five (95) Hours of Service for
any semi-monthly payroll period he would
be credited with at least one (1) actual
Hour of Service.
[ ] (e) One Hundred Ninety Hour Per Month
Equivalency. An Employee shall be credited
with one hundred ninety (190) Hours of
Service for any month he would be credited
with at least one (1) actual Hour of
Service.
14. LIMITATIONS ON BENEFITS. [Check the applicable box(es) and/or add
Under Section 415 of the limitations language as desired.]
Code. Paragraphs 4.3 and
4.4 Appendix C NOTE: Failure to complete this Option 14 may
adversely affect qualification of the
plan(s) maintained by an Employer.
[ ] (a) No Other Plan Employer maintains no other qualified plan in
addition to this Plan in which event paragraph 4.3
of this Plan and paragraph C-1.2 of Appendix C
shall apply.
[x] (b) Coordinate with The Employer maintains, in addition to this Plan,
Other Defined one or more plans which are qualified
Contribution Plan defined contribution plans, welfare benefit funds
(Other than A (as defined in Section 419(a) of the Code) or
Master or individual medical accounts, (as defined in
Prototype Plan) Section 415(1)(2) of the Code) (other than
Master or Prototype Plans) in which event
paragraph 4.4 of this Plan and subparagraph C-1.3
of Appendix C shall apply. In which event
[Check (1), (2), or (3) and (4) if desired]:
[x] (1) Subparagraph C-1.3(g) of Appendix C shall
apply.
22
[ ] (2) Reduce Contribution under this Plan.
Annual Additions under this Plan shall be
reduced before Annual Additions under
such other Plans and funds so that the
Maximum Permissible Amount is not
exceeded.
[ ] (3) Reduce Contribution under other Plan.
Annual Additions under such other plans
and funds shall be reduced before Annual
Additions under this Plan so that the
Maximum Permissible Amount is not
exceeded.
[ ] (4) Subject to subparagraph C-1.3(g), Option
14(b)(2) or (3) above shall apply, but
Annual Additions under welfare benefit
plans shall be reduced last.
[x] (c) Coordinate with The Employer maintains, in addition to this Plan,
which Defined one or more plans are qualified defined benefit
Benefit Plan plans in which event paragraph of this Plan shall
apply. In such event the Defined Contribution
Plan Fraction shall not exceed one (1) and
[Check one of the following]:
[ ] (1) Reduce Annual Additions Before Annual
Benefits. Annual Additions under all
qualified defined contribution plans and
welfare benefit funds maintained by the
Employer shall be reduced before Annual
Benefits are reduced so that the sum of
the Defined Benefit Plan Fraction and
Defined Contribution Plan Fraction will
not exceed one (1) as provided in
subparagraph C-1.3(f) of Appendix C.
[x] (2) Reduce Annual Benefits Before Annual
Additions. Annual Benefits payable under
all qualified defined benefit plans
maintained by the Employer shall be
reduced before Annual Additions are
reduced so that the sum of the Defined
Benefit Plan Fraction and Defined
Contribution Plan Fraction will not exceed
one (1) as provided in subparagraph
C-1.3(f) of Appendix C.
[ ] (d) Alternate Provision Annual Additions and Annual Benefits of a
Participant shall be limited as follows [Insert
provisions as desired]:
(e) Limitation Year The Limitation Year is the following
12-consecutive month period:
[x] (1) The calendar year.
[ ] (2) The Plan Year.
[ ] (3) The year beginning on [Insert month
and day].
23
15. MATTERS RELATING TO STOCK.
(a) Custodian The Custodian of the Employer Stock Fund shall be:
Paragraph 17.1(a)
Reliance Trust Company
(b) Named Fiduciary with The Named Fiduciary with respect to Stock
Respect to Stock shall be:
Paragraph 17.1(b) Citizens and Farmers Bank
(c) Stock Stock shall mean the following described stock
Paragraph 17.1(c) [Complete]:
Description:
C&F Financial Corporation Common Stock, $1 par
value
[Insert description of Stock, including class,
issuer, etc.].
(d) Employer Investment Notwithstanding the Participant investment
Direction direction provisions of paragraph 12.2, the
Paragraph 17.2 Employer requires that the following account
balances under the Plan be invested in the
Employer Stock Fund to the extent set described
below:
[x] (1) No Investment Requirement. The Employer
imposes no Stock investment requirement.
[ ] (2) Employer Stock Investment Required. The
Employer requires that the following
percentage of each of the following
accounts be and remain invested in the
Employer Stock Fund [Check and complete
only for accounts desired]:
[ ] (A) % of the Employer Account.
[ ] (B) % of the Employer Thrift Account.
[ ] (C) % of the Pre-Tax Account.
[ ] (D) % of the After-Tax Account.
If this is a Restated Plan, this
investment direction applies to
contributions allocated to the account
after the Effective Date of the
Restatement of the Plan in the form of
this Adoption Agreement.
24
(e) Form of Payment The non-forfeitable Accrued Benefits of
Paragraph 17.6 participants invested in the Employer Fund at the
time of distribution shall be distributed in the
following manner:
[ ] (1) Account balances invested in the Employer
Stock Fund shall be distributed in cash.
[ ] (2) Account balances invested in the Employer
Stock Fund shall be distributed in whole
shares of Stock and cash in lieu of
fractional shares. [This option may not
be selected if, under any circumstances,
more than 90% of the Participant's Accrued
Benefit in the Fund may be invested in the
Employer Stock Fund.]
[ ] (3) Account balances invested in the Employer
Stock Fund shall be distributed in cash
and Stock in proportion to the cash and
Stock considered pursuant to subparagraph
17.5(c) to be allocated to the
Participant's account in the Employer
Stock Fund. [this option may not be
selected if, under any circumstances, more
than 90% of the Participant's Accrued
Benefit in the Fund may be invested in the
Employer Stock Fund.]
[x] (4) The Participant may elect to receive his
non-forfeitable Accrued Benefit invested
in the Employer Stock Fund at the time of
distribution under any one of the methods
described above.
(f) Composition of The Named Fiduciary with Respect to Stock shall
Employer Stock establish a cash reserve as a part of the Employer
Fund Stock Fund. Generally, however the assets of the
Employer Stock Fund invested in Stock are expected
to remain in the following range:
Range of Stock Investment: 50% to 100%.
The Named Fiduciary with Respect to Stock may
change the percentage of the total assets of the
Employer Stock Fund invested in Stock from time
to time.
(g) Special Grandfathered In the case of a Restated Plan which allowed
Transitional Rules investment in employer securities prior to
for Restated Plans its restatement, certain provisions may need to be
Paragraph 17.8 grandfathered in order to preserve the benefits
required under Sections 411(a)(10) or (d)(6)
of the Code. Such special grand-fathered
provisions and any applicable transitional
rules should be described below. [Attach a
separate sheet if necessary.]
25
16. VOTING RIGHTS PASS Voting rights with respect to Stock which is
THROUGH allocated to the accounts of Participants shall be
Paragraph 17.11 passed through under paragraph 17.11 as follows
[Check one of (a) through (c) and (d) if desired]:
[ ] (a) No Voting Rights No voting rights shall be passed through for as
Pass-through provided in clause (i) of subparagraph 17.11(a)
Clause (i) of the Plan.
Subparagraph 17.11(a)
[x] (b) Pass-through for Voting rights shall be passed through for all
All Matters matters subject to a vote as provided in clause
Clause (ii) of (ii) of subparagraph 17.11(a) of the Plan.
Subparagraph 17.11(a)
[ ] (c) Pass-through on Voting rights shall be passed through only on
Major Corporate major corporate transactions as provided in clause
Transactions (iii) subparagraph 17.11(a) of the Plan.
Clause (iii) of
Subparagraph 17.11(a)
[ ] (d) Pass-through As permitted in clause (ii) subparagraph 17.11(b)
Voting on Tender of the Plan, voting rights on "tender offers" are
Offers required to be passed through to Participants.
Clause (ii) of
Subparagraph 17.11(b)
The Employer may not rely on an opinion letter issued by the National Office
of the Internal Revenue Service as evidence that the Plan is qualified under
Section 401 of the Code. In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate key district office of
the Internal Revenue Service for a determination letter. This Adoption
Agreement may be used only in conjunction with the Virginia Bankers Association
basic plan document number 03.
IN WITNESS WHEREOF, each Employer, by its duly authorized representatives, has
executed this instrument this 9th day of February, 2000.
Citizens and Farmers Bank
_________________________________________
[Enter Name of Employer]
By Larry G. Dillon
--------------------------------------
Its President & CEO
-------------------------------------
[SEAL]
ATTEST:
Tom Cherry
- ------------------------------------------------
Its Senior Vice President & CFO
---------------------------------------------
26
_________________________________________
[Enter Name of Employer]
By_______________________________________
Its______________________________________
[SEAL]
ATTEST:
_______________________________
Its____________________________
_________________________________________
[Enter Name of Employer]
By_______________________________________
Its______________________________________
[SEAL]
ATTEST:
________________________________________________
Its______________________________________________
By execution hereof by their duly authorized Administrative Trustee, the
Trustees of the Virginia Bankers Association Master Defined Contribution Plan
and Trust hereby accept the Trust created herein according to the terms and
conditions of the Plan.
Date: March 15, 2000 Bette Albert
_______________________ _____________________________________
VBA Benefits Corporation
27