AMENDMENT TO CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT is entered into as of the 23rd day of July, 2003, by and between C&F FINANCIAL CORPORATION,
a Virginia corporation (the “Company”), and LARRY G. DILLON (the “Executive”).
I. The Company and the Executive previously entered into a Change in Control Agreement dated as of December 16, 1997
(the “Agreement”); and
II. The Company and the Executive desire to amend the Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. Section 6 of the Agreement is amended to read as follows:
6. PAYMENT LIMITATION AND EXCISE TAX GROSS-UP.
(a) Additional Payment . Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the
event it shall be determined that any payment or benefit provided to, or for the benefit of, the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard
to any additional payments required under this Section 6) (a “Payment”) would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then
the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after
payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and penalties imposed with respect thereto), employment taxes and
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 6(a), if it shall be
determined that the Executive is entitle