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
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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
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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
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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.
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(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
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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
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By: /s/ Tom Cherry
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Its SVP & CFO
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By execution hereof by the duly authorized Representative, the Virginia
Bankers Association hereby accept the above Attachment.
Dated: ____________________ _____________________________________
Trustee's Representative
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