0001193125-08-049535 Sample Contracts

VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR DIRECTORS (As Restated Effective January 1, 2008) ADOPTION AGREEMENT
Non-Qualified Deferred Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks

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

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 7th, 2008 • C & F Financial Corp • State commercial banks • Iowa

This Fourth Amendment to Loan and Security Agreement (“Amendment”) is dated as of October 31, 2007 by C&F Finance Company (“Borrower”) and Wells Fargo Financial Preferred Capital, Inc. (“Lender”).

AMENDED & RESTATED C&F FINANCIAL CORPORATION (as amended December 18, 2007)
1998 Non-Employee Director Stock Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks
VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2008) ADOPTION AGREEMENT
Non-Qualified Deferred Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks

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

ATTACHMENT TO THE ADOPTION AGREEMENT FOR VBA EXECUTIVE’S DEFERRED COMPENSATION PLAN FOR C&F FINANCIAL CORPORATION (As Restated Effective January 1, 2008)
Adoption Agreement for Deferred Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks

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, 2008 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”):

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