C&F FINANCIAL CORPORATION
OFFER TO PURCHASE FOR CASH UP TO 210,000 SHARES
OF ITS COMMON STOCK
AT $21.00 NET PER SHARE
THE OFFER PERIOD WILL EXPIRE ON FRIDAY, MARCH 28, 1997,
AT 5:00 P.M., EASTERN STANDARD TIME, UNLESS THE OFFER IS EXTENDED
TO THE HOLDERS OF SHARES OF COMMON STOCK OF C&F FINANCIAL CORPORATION:
C&F Financial Corporation, a Virginia corporation (the "Company"), hereby offers to purchase up to 210,000
shares (the "Shares"), of its Common Stock, $1.00 par value per share (the "Common Stock"), at $21.00 net per
share to the seller in cash, upon the terms and conditions set forth herein and in the attached Letter of Transmittal
(which together constitute the "Offer"). Tendering shareholders will not be obligated to pay brokerage
commissions, solicitation fees, or, subject to the Letter of Transmittal, stock transfer taxes on the purchase of
Shares by the Company. However, any tendering shareholder or other payee who fails to complete fully and sign
the box captioned "Substitute Form W-9" included in the Letter of Transmittal may be subject to a required tax
withholding of 31% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. The
Company will pay all charges and expenses of Citizens & Farmers Bank (the "Depository") incurred in
connection with the Offer. Certificates being tendered may indicate the issuer as being either "C&F Financial
Corporation" or "Citizens and Farmers Bank." Both forms of certificates represent ownership in C&F Financial
Corporation and therefore both are included in this Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
OF SHARES BEING TENDERED.
THE OFFER IS SUBJECT TO OTHER CONDITIONS.
SEE "CERTAIN CONDITIONS OF THE OFFER" HEREIN.
Tenders pursuant to the Offer may be withdrawn at any time prior to the Expiration Date (including any
extensions); and if not yet accepted for payment, after the expiration of 40 business days from the
commencement of the Offer (that is, any time after April 25, 1997), unti