CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT is entered into as of the 16th day of December, 1997 by and between C&F FINANCIAL
CORPORATION, a Virginia corporation (the "Company"), and LARRY G. DILLON (the "Executive").
I. The Executive currently serves as Chief Executive Officer of the Company, and is a key member of
management of the Company and its affiliates, and his services and knowledge are valuable to the Company and
II. The Board (as defined below) has determined that it is in the best interests 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.
NOW, THEREFORE, it is hereby agreed as follows:
1. CERTAIN DEFINITIONS.
(a) "Agreement Effective Date" means December 16, 1997.
(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
7. The "Agreement Regular Termination Date" means the third anniversary of the Agreement Effective Date,
provided, however, that commencing on the first anniversary of the Agreement Effective Date, and on each
subsequent anniversary (such date and each subsequent anniversary shall be hereinafter referred to as the
"Renewal Date"), unless this Agreement is previously terminated, the Agreemen