CHANGE IN CONTROL AGREEMENT
(AMENDED AND RESTATED)
THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 30th day of December, 2008, by and between
C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and Bryan E. McKernon (the “Executive”).
I. The Executive currently serves as President & CEO – C&F Mortgage, is a key member of management of the Company
and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.
II. The Board (as defined below) has determined that it is in the best interest of the Company and its shareholders to
assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened
Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and
in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
III. This Agreement is now being amended and restated to comply with the requirements of Section 409A of the Internal
Revenue Code (“Code”) and applicable guidance issued thereunder (“Code Section 409A”).
NOW, THEREFORE, it is hereby agreed as follows:
1. CERTAIN DEFINITIONS .
(a) “Agreement Effective Date” means the date first set out above.
(b) The “Agreement Term” means the period commencing on the Agreement Effective Date and ending on the earlier of
(i) the Agreement Regular Termination Date or (ii) the date this Agreement terminates pursuant to Section 8. The “Agreement
Regular Termination Date” means the third anniversary of the Agreement Effective Date, provided, however, that commencing