EX-99.2 5 0005.txt MASTER DEFINED CONTRIBUTION PLAN & TRUST Exhibit 99.2 VIRGINIA BANKERS ASSOCIATION MASTER DEFINED CONTRIBUTION PLAN AND TRUST ------------------------------------------ (June, 1996) PROFIT SHARING THRIFT PLAN WITH EMPLOYER STOCK INVESTMENT ADOPTION AGREEMENT (Number 001) ------------ If the Employer completing this document has any questions about the adoption of the Plan, the provisions of the Plan or the effect of an Internal Revenue Service opinion letter, he should contact Bette J. Albert, C.L.U. at the Virginia Bankers Association Benefits Corporation, 700 East Main Street, Suite 1411, Post Office Box 462, Richmond, Virginia 23218-0462, telephone number (804) 643-7469 during business hours. Failure to properly complete the Adoption Agreement may cause the Plan to be disqualified under the Act or the Code. If the Virginia Bankers Association and the Virginia Bankers Association Benefits Corporation make any amendments to the Plan or decide to discontinue or abandon their sponsorship of the Plan, each Employer that has adopted the Plan will be informed. Each Employer named below hereby adopts the Virginia Bankers Association Master Defined Contribution Plan and Trust (Basic Plan Document No. 03) (the "Plan") through this Profit Sharing Thrift Plan with Employer Stock Investment Adoption Agreement (number 001) (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: In completing this Adoption Agreement, if additional space is required insert additional sheets. Adoption Agreement Contents ---------------------------
Page ---- Option 1 Employer(s) Adopting Plan Named in Paragraph 1.23 of the Plan 1 Option 2 General Plan Information..................................... 2 Option 3 Status of Plan and Effective Date(s)......................... 3 Option 4 Definitions.................................................. 4 Option 5 Eligibility and Participation................................ 6 Option 6 Retirement Dates............................................. 8 Option 7 Contributions and Allocations................................ 8 Option 8 Vesting...................................................... 13 Option 9 Top Heavy Rules.............................................. 15 Option 10 In-Service Withdrawals....................................... 18 Option 11 Loans........................................................ 20 Option 12 Participant Investment Direction............................. 20 Option 13 Hours of Service............................................. 20 Option 14 Limitations on Benefits...................................... 21 Option 15 Matters Relating to Stock.................................... 24 Option 16 Voting Rights Pass Through................................... 26
1. EMPLOYER(S) ADOPTING PLAN NAMED IN PARAGRAPH 1.23 OF THE PLAN. (a) Name of Employer: (b) Employer's telephone number: Citizens and Farmers Bank (804) 843-2360 (c) Address of Employer: (d) Employer's EIN: Post Office Box 391 54-0169510 West Point, VA 23181 (e) Employer's Tax Year End: 12/31 (f) Name, Address and Identifying Information of Other Participating Employers Adopting the Plan: Are all of the Employers under common control adopting the Plan? [ ] Yes [x] No (g) Service Credit with Non-Participating Controlled or Affiliated Group Members for Benefit Accrual Purposes. Pursuant to subparagraph 1.23(c) of the Plan, service credit for purposes of benefit accrual under paragraphs 4.1 and 4.2 of the Plan [Check one]: [ ] (1) Shall [x] (2) Shall Not be given for service with controlled or affiliated service group members under Section 414(b), (c), (m) or (o) of the Code who are not participating Employers. (h) Service and Earnings Credit with Predecessors. Pursuant to subparagraph 1.23(c) of the Plan, the following services and/or earnings with the following predecessors to the Employer shall be treated as service and/or earnings with the Employer [Enter name of predecessor(s) and purpose(s) for which credit is given - "All" means all service and earnings are counted; "All Earnings" means all earnings are counted; "All Service" means all service is counted; otherwise specify one or more of Compensation, Years of Vesting Service, Years of Benefit Service, Years of Broken Service and/or service for other purposes]: Name of Purpose(s) for Predecessor which Counted ----------- ------------- ------------------- ---------------------- ------------------- ---------------------- ------------------- ---------------------- 2. GENERAL PLAN INFORMATION. (a) Name of Plan: (b) Plan Number: Virginia Bankers Association Defined Contribution For 002 Citizens and Farmers Bank 2 (c) Name, Address and EIN of Plan Administrator(s): [If other than Plan Sponsor, appointment must be by resolution] If Option 2(d) is marked "yes", the Virginia Bankers Association Benefits Corporation is automatically appointed as Plan Administrator pursuant to subparagraph 13.1(a) of the Plan. (d) Is this Plan intended to be a cash or deferred arrangement within the meaning of Section 401(k) of the Code? [x] Yes [ ] No 3. STATUS OF PLAN AND EFFECTIVE DATE(S). (a) Effective Date of Plan: The Effective Date of the Plan is January 1, 1984. Effective Date of Cash or Deferred Arrangement. If applicable, the Effective Date of the cash or deferred arrangement is January 1, 1997. [The date entered may not be prior to the date the initial instrument adopting the arrangement was first executed]. (b) Plan Status. The adoption of the Plan through this Adoption Agreement is: [ ] (1) Initial Establishment. The initial adoption and establishment of the Plan. [x] (2) Restated Plan. An amendment and restatement of the Plan (a Restated Plan). (A) Effective Date of this Restatement. The Effective Date of this Restatement of the Plan is March 15, 2000. (B) Prior Plan. The Plan was last maintained under document dated October 17, 1998 and was known as the Virginia Bankers Association Defined contribution Plan for Citizens and Farmers Bank. (C) No Increase in Benefits for Non-Employees Generally. Notwithstanding any provision of the Plan to the contrary, the Accrued Benefit, or non-forfeitable percentage thereof, of any person (or the beneficiary of any person) who is not an Employee or credited with an Hour of Service on or after the Effective Date of this Restatement of the Plan shall not be increased by virtue of this Restatement of the Plan and benefits in pay status as of the Effective Date of this Restatement of the Plan shall not be affected, except as follows: [Enter any exceptions]: (D) Transitional or Special Provisions: [Enter any transitional or special provisions relating to the Plan as restated] 3 (c) Adoption of Plan by Additional Employers after Effective Date of Plan. The Effective Date(s) of the Plan with respect to [Enter name(s) of additional Employer(s) adopting Plan] is (are) [Enter date(s) Plan is first effective as to additional Employer(s)]. (d) Restatement of Existing Plan which Was in Existence on January 1, 1974. The Effective Date(s) of the 1976 Restatement of the Plan with respect to [Enter name(s) of Employer(s)] is (are) [Enter the effective date as of which the Plan was first amended to comply with the non-fiduciary provisions of the Employee Retirement Income Security Act of 1974]. (e) Is the Plan a direct or indirect transferee of a pension plan since the first Plan Year beginning after December 31, 1984? [ ] Yes [x] No 4. DEFINITIONS. (a) Compensation Subject to the application of the Compensation Paragraph 1.14 Limit, Compensation of a Participant with respect to a Plan Year shall mean Total Compensation for the [Check one]: [x] (1) Calendar year ending with or within such Plan Year. [ ] (2) Plan Year. Provided, however, that such Compensation shall include [Check one]: [x] (3) Compensation from the participating Employer(s) only. [ ] (4) Compensation from all Employers (whether or not participating Employers). and further provided that Compensation [Check one]: [ ] (5) Shall [x] (6) Shall not include remuneration paid for periods while the Participant is not an Eligible Employee, and further provided that Compensation [Check one]: [x] (7) Shall [ ] (8) Shall not 4 include remuneration paid for periods before the Participant became a Participant, and further provided that remuneration for such purposes shall exclude [Check the desired provisions, if any]: [ ] (9) Overtime. [ ] (10) Bonuses. [ ] (11) Commissions. [ ] (12) Other extraordinary remuneration: [Specify]. Notwithstanding the foregoing definition of Compensation selected by the Employer, a Participant's Compensation [Check one] [x] (13) Shall include [ ] (14) Shall not include employee elective salary reduction or similar contributions excluded from the Participant's gross income for federal tax purposes by reason of Sections 125, 402(a)(8) and 402(h)(1)(B) of the Code and employer contributions made pursuant to salary reduction agreements under Section 403(b) of the Code. (b) Eligible Employee Eligible Employee shall mean any Employee (other than Paragraph 1.21 a Self-Employed Individual or Owner-Employee) except [Check any applicable exclusion(s) below, if desired]: [x] (1) Any such individual whose regular compensation is computed on the basis of a stated amount for each hour worked. [ ] (2) [Enter any other employee classification, or name of employee(s), to be excluded from plan coverage]. [x] (3) Any Leased Employee or other Employee who is not a common-law employee of the participating Employer. (c) Normal Retirement Age Normal Retirement Age shall mean age 65 Paragraph 1.35 [Insert age not over 65]. 5 (d) Plan Year In the case of Restated Plan which prior to the Paragraph 1.39 Effective Date of this Restatement was maintained on the basis of a Plan Year beginning on the date other than January 1 shall begin on , 19 and ending on , 19 with the short Plan Year beginning on , 19 and ending on December 31, 19 . Thereafter, the Plan Year shall be the 12 month period beginning each January 1. (e) Total Compensation Total Compensation shall mean [Check one] Paragraph 1.48 [x] (1) A Participant's earnings as reportable in the Wages, Tips and Other Compensation Box (currently Box 10) on the IRS Form W-2 pursuant to Sections 6041, 6051 and 6052 of the Code. [ ] (2) A Participant's earnings which are subject to income tax withholding under Section 3401(a) of the Code. [ ] (3) A Participant's Section 415 safe-harbor compensation. 5. ELIGIBILITY AND PARTICIPATION. (a) Age Requirement The age requirement for participation is [Check one]: Subparagraph 2.1(a) [ ] (1) None. No age requirement is imposed. [x] (2) Age Requirement. Age 18 [Enter any age up to 21 years; and if any age over 20-1/2 is selected, Option 5(c)(1) may not be selected]. (b) Service Requirement The service requirement for participation is Subparagraph 2.1(a) [Check one]: [ ] (1) None. No service requirement is imposed. [x] (2) Year or Less. The Employee's Employment Commencement Date must have occurred at least 3 months [Enter "None" or any period up to 12 months] prior to the Entry Date on which he becomes eligible to participate in the Plan. [Note: The Employee need not complete any specified number of hours of service during the period designated above; and if more than 6 months is selected, Option 5(c)(1) may not be selected.] [ ] (3) Year or Less - Hour of Service Standard. The Employee must, prior to the Entry Date on which he became eligible to participate in the Plan, have completed one (1) Year of Eligibility Service. [Note: If the option is selected, Option 5(c)(1) may not be selected.] 6 For this purpose a Year of Eligibility Service shall be considered completed by an Employee at the following applicable time [Select one of the following]: [ ] (A) as of the last day of the applicable computation period, regardless of whether the Employee was credited with the requisite Hours of Service before the end of such computation period. [ ] (B) at any time when the Employee is credited with the requisite Hours of Service, regardless of whether such time occurs before the end of the applicable computation period. [ ] (4) Greater than Year - Hour of Service Standard. The Employee must, prior to the Entry Date on which he becomes eligible to participate in the Plan, have completed 2 Years of Eligibility Service, without any intervening Year of Broken Service. For this purpose or Year of Eligibility Service shall be considered completed by an Employee as of the last day of the applicable computation period regardless of whether the Employee was credited with the requisite Hours of Service before the end of such computation period. [Note: If this Option is selected, Option 8(a)(5) must also be selected and Option 5(c)(1) may not be selected. If this is a cash or deferred arrangement, this Option may not be selected.] [ ] (5) Greater than Year. The Employee's Employment Commencement Date must have occurred at least months [Enter any period from 13 months up to 24 months] prior to the Entry Date on which he becomes eligible to participate in the Plan. [Note: The Employee need not complete any specified number of hours of service during the period designated above; and if this Option is selected, Option 8(a)(5) must also be selected, and Option 5(c)(1) may not be selected. If this is a cash or deferred arrangement, this Option may not be selected.] (c) Entry Date The Entry Date(s) on which participation shall normally Subparagraph 2.2(a) commence shall be [Check one]: [ ] (1) Annual. The first day of each Plan Year. [ ] (2) Monthly. The first day of each calendar month. [x] (3) Quarterly. The first day of each Plan Year and of the fourth, seventh, and tenth month of each Plan Year. 7 [ ] (4) Semi-Annual. The first day of each Plan Year and the first day of the seventh month of each Plan Year. [ ] (5) Immediate. The date the individual is an Eligible Employee after he satisfies the age and service eligibility requirements for participation in the Plan. 6. RETIREMENT DATES. (a) Early Retirement Date [Select and complete applicable provision(s)] Paragraph 5.3 [ ] (1) None. [ ] (2) No age requirement. [x] (3) Age requirement of 55years. [ ] (4) No service requirement. [x] (5) Service requirement of 10Years of Vesting Service. (b) Disability Retirement [Select and complete applicable provision(s)] Date Paragraph 5.4 [ ] (1) None. [x] (2) No age requirement. [ ] (3) Age requirement of years. [ ] (4) No service requirement. [x] (5) Service requirement of 10 Years of Vesting Service. 7. CONTRIBUTIONS AND ALLOCATIONS. (a) Employer Contributions The following contributions by the Employer Paragraph 3.1 (other than Top Heavy and Supplemental Contributions) are elected: (1) Employer Base Contributions. Each Employer shall make an Employer Base Contribution for each Plan Year, subject to the limitations provided in the Plan, in such amount, if any, which the Employer shall determine. [x] (A) Flexible Formula - Such amount, if any, which the Board of Directors of the Employer shall determine by resolution. 8 [ ] (B) Reported Net Operating Earnings Formula - An amount equal to % [Insert percentage not over 25%] of the consolidated net income of the Employer for the fiscal year of the Employer ending with or within such Plan Year, provided, however, that the amount of such contribution shall be reduced to the extent necessary so that consolidated net income for such fiscal year will not be reduced below an amount equal to % [Insert percentage] of stockholders' equity in the Employer at the beginning of such fiscal year or shall be zero if such return on stockholders' equity is not achieved; plus any additional amount that the Board of Directors of the Employer shall determine by resolution. For purposes hereof, consolidated net income means [Check one]: [ ] (i) Consolidated net income as determined under generally accepted accounting principles after 1982 [Check one]: [ ] (a) Including the after-tax effect of securities transactions. [ ] (b) Excluding the after-tax effect of securities transactions. [ ] (ii) [Insert definition]. [ ] (C) Compensation Formula - % [Insert percentage] of the Compensation of all Participants for such Plan Year eligible to receive an allocation of the Employer Base Contribution for such Plan Year, plus any additional amount that the Board of Directors of the Employer shall determine by resolution. [ ] (D) Fixed Amount - $ [Insert amount], plus any additional amount that the Board of Directors of the Employer shall determine by resolution. (2) Employer Thrift Contribution. The Employer shall make an Employer Thrift Contribution for each Plan Year in an amount, subject to the limitations provided in the Plan, equal to % [insert percentage not over 15% or "0" if no required contribution] of each Participant's Compensation for such Plan Year, plus any additional amount the Board of Directors of the Employer shall determine by resolution. 9 (3) Employer Matching Contributions. (A) Amount - The Employer shall make an Employer Matching Contribution for each Plan year in an amount, subject to the limitations provided in the Plan, equal to the sum of the following percentage(s) of each Participant's After-tax Matched Contributions and Pre-tax Matched Contributions for such Plan Year [Check one]: [x] (i) Straight Percentage - 100% [Insert percentage] of such contributions. [ ] (ii) Contribution Weighted Percentages - % [Insert percentage] of the first % [Insert percentage] of his Compensation contributed each payroll period as such contribution(s) and % [Insert percentage] of the balance of such contributions made each payroll period. (B) Time for Making and Allocating Employer Matching Contribution. The Employer Matching Contribution [Check one]: [x] (i) Monthly - For a calendar month of a Plan Year shall be made to the Plan within a reasonable time after the end of such month and shall be allocated to Participants' accounts as of the last day of such month. [ ] (ii) Quarterly - For a calendar quarter of a Plan Year shall be made to the Plan within a reasonable time after the end of such quarter and shall be allocated to Participants' accounts as of the last day of such quarter. [ ] (iii) Annually - For a Plan Year shall be made to the Plan at such time(s) as the Employer shall determine and shall be allocated to Participants' accounts as of the last day of such Plan Year. (C) Account to which Allocated. The Employer Matching Contribution shall be allocated to the: [Check one] [x] (i) Employer Active Account. [ ] (ii) Employer Non-forfeitable Account. [ ] (iii) Employer Thrift Account. 10 (b) Allocation of Employer The Employer Base Contribution and forfeitures Base Contribution shall be allocated on the basis of the following Subparagraph 4.2(a) rules: (1) Covered Participants Entitled to a Share of the Employer Base Contribution and Forfeitures. If the Employer has elected to make Employer Base Contributions in Option 7(a), each Covered Participant shall be eligible to receive an allocation of the Employer Base Contribution and forfeitures with respect to each Plan Year. A Participant shall be a Covered Participant for the Plan Year [Check any one or more]: [x] (A) If he is credited with a Year of Benefit Service for such Plan Year. [ ] (B) If he is an Eligible Employee at any time during such Plan Year. [x] (C) If he is an Eligible Employee on the last day of such Plan Year. [ ] (D) If he has not reached his Normal Retirement Date before the beginning of such Plan Year and the allocation is made for a Plan Year beginning before January 1, 1988. [x] (E) If he died while an Eligible Employee or retired on his Disability, Early, Normal or Delayed Retirement Date while an Eligible Employee during such Plan Year [Check one]: [ ] (i) But only if he is credited with Year of Benefit Service for such Plan Year. [ ] (ii) But only if he was credited with Hours of Service during the portion of such Plan Year he was an Eligible Employee at a rate which would have caused him to be credited with a Year ofBenefit Service for such Plan Year had he been so employed for the whole Plan Year. [x] (iii) Regardless of whether he was credited with a Year of Benefit Service for such Plan Year. (2) Allocation Formula for Employer Base Contributions. The Employer Base Contribution to the Plan and forfeitures for each Plan Year shall, subject to the limitations provided in the Plan, be allocated under subparagraph 4.2(a) of the Plan as of the last day of such Plan Year to the Employer Active Account of Covered Participants for such Plan Year [Check one]: 11 [ ] (A) Matching Formula - In proportion to the sum of their After-tax Matched Contributions and Pre-tax Matched Contributions for such Plan Year. [ ] (B) Matching Compensation Formula - In proportion to the sum of the Compensation with respect to which they made After-tax Matched Contributions and/or Pre-tax Matched Contributions for such Plan Year. [x] (C) Compensation Formula - In proportion to their Compensation for such Plan Year. If Option 7(b)(2)(A) or (B) is selected, the Employer Base Contribution must be treated as "matching contribution" for purposes of the Top Heavy Contribution requirement of subparagraph 3.1(d) of the Plan and for purposes of the after-tax and matching contributions tests under paragraph 4.10 and 4.11 of the Plan. (c) Employee Contributions Employee contributions are permitted as follows Paragraphs 3.3, 3.5 [Select none or any one or more of the following]: [ ] (1) None. Employee contributions are not permitted. [ ] (2) After-tax Matched Contributions. After-tax Matched Contributions are permitted by payroll deduction in any [ ] whole dollar amount or [ ] whole percentage chosen by the Participant not to exceed % [Enter percentage] of his Compensation for such payroll period. [ ] (3) After-tax Unmatched Contributions. After-tax Unmatched Contributions are permitted [Check one or both]: [ ] (A) By lump sum deposit. [ ] (B) By payroll deduction in any [ ] whole dollar amount or [ ] whole percentage chosen by the Participant not to exceed % [Enter amount] of his Compensation from the Employer for such payroll period. [x] (4) Pre-tax Matched Contributions. Pre-tax Matched Contributions are permitted by payroll deduction in any [ ] whole dollar amount or [x] whole percentage chosen by the Participant not to exceed 5% [Enter percentage] of his Compensation for such payroll period. [x] (5) Pre-tax Unmatched Contributions. Pre-tax Unmatched Contributions are permitted by payroll deduction in [ ] any whole dollar amount or [x] whole percentage chosen by the Participant not to exceed 15% [Enter percentage] of his Compensation in such payroll period. 12 [x] (6) Rollover Contributions. Rollover Contributions (other than "accumulated deductible employee contributions" within the remaining of Section 72(o)(5)(B) of the Code in the case of a Plan which has never permitted Voluntary Deductible Contributions) are permitted. [x] (7) Payroll Deduction Modifications. Payroll deduction contributions may be terminated, changed or recommenced [Check one if any of the provisions of this Option 7(c) permitting payroll deduction contributions is checked]: [ ] (A) On the first day of each payroll period. [ ] (B) Monthly on the first day of any month. [x] (C) Quarterly on the first day of any quarter of a Plan Year. [ ] (D) Annually on the first day of any Plan Year. 8. VESTING. (a) Post-1988 Regular Vesting The following "post-1988 regular vesting schedule" Schedule shall apply to the Employer Active Account of Subparagraph 6.3(a) [Check one] [ ] all Participants effective commencing at the beginning of the first Plan Year beginning after December 31, 1988 or [ ] any Participant who is credited with an Hour of Service in a Plan Year beginning after December 31, 1988 [Check one, and complete where applicable]: [ ] (1) 100% after 5 Years of Vesting Service. [x] (2) 20% after 3 Years of Vesting Service and increased by 20% for each of the next 4 Years of Vesting Service. [ ] (3) % for each of the first Years of Vesting Service, increased by % for each of the next Years of Vesting Service, and increased by % for each of the next Years of Vesting Service. [Must be at least as favorable after each Year as Option 8(a) (1) or (2) above.] [ ] (4) % after Year(s) of Vesting Service, increased by % for each of the next Years of Vesting Service. [Must be at least as favorable after each Year as Option 8(a) (1) or (2) above.] [ ] (5) A Participant shall always have a non- forfeitable right to one hundred percent (100%) of his Accrued Benefit. 13 [This option must be selected if Option 5(b)(4) or (5) is selected.] (b) Pre-1988 Regular Vesting The following "pre-1989 regular vesting schedule" Schedule shall apply to the Employer Active Account of all Plan Subparagraph 6.3(a) Participants effective until the first Year beginning after December 31, 1988 and thereafter shall apply to the Employer Active Account of any Participant who is not credited with an Hour of Service in a Plan Year beginning after December 31, 1988 unless Option 8(a) provides that the post-1988 regular vesting schedule will apply to the Employer Active Account of all Participants (including those not credited with an Hour of Service in a Plan Year beginning after December 31, 1988) [Check one, and complete where applicable]: [ ] (1) 100% after 10 Years of Vesting Service. [ ] (2) 25% after 5 Years of Vesting Service and increased by 5% for each of the next 5 Years of Vesting Service and further increased by 10% for each of the next 5 Years of Vesting Service. [ ] (3) % for each of the first Years of Vesting Service, increased by % for each of the next Years of Vesting Service, and increased by % for each of the next Years of Vesting Service. [Must be at least as favorable after each Year as Option 8(b)(1) or (2) above.] [ ] (4) 40% after 4Year(s) of Vesting Service, increased by 10% for each of the next 6 Years of Vesting Service. [Must be at least as favorable after each Year as Option 8(b)(1) or (2) above.] [ ] (5) A Participant shall always have a non-forfeitable right to one hundred Percent (100%) of his Accrued Benefit. (c) Years of Vesting Service The following Years of Vesting Service shall be Disregarded for Regular disregarded for purposes of the regular vesting Vesting Schedule schedule of the Plan [Check any of the following, Paragraph 1.39 if desired]: [x] (1) Years Prior to Age 18. Any Year of Vesting Service of an Employee completed before the Employee has reached age eighteen (18) in all other cases shall be disregarded. [x] (2) Years Required after Break in Service. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded until he has completed a Year of Vesting Service during a Plan Year following his Year of Broken Service. 14 [ ] (3) Rule of Parity. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded unless such Employee either: (A) possesses a non-forfeitable right to benefits under the Plan derived from the Employer's contributions or (B) has consecutive Year(s) of Broken Service which are less than the greater of (i) for application of this subparagraph in Plan Years commencing after December 31, 1984, five (5) or (ii) the number of his aggregate Year(s) of Vesting Service before the commencement of such Year(s) of Broken Service. For purposes of this Option, an Employee's aggregate Years of Vesting Service shall not include Years of Vesting Service which are at any time excluded by the application of the provisions of this option. [ ] (4) Years Prior to Plan Establishment. Any Year of Vesting Service with the Employer for which the Employer did not maintain the Plan or a predecessor plan within the meaning of Section 411(a)(4)(C) of the Code shall be disregarded. [ ] (5) Years Prior to 1971. Any Year of Vesting Service before January 1, 1971 shall be disregarded unless the Participant has at least three (3) Plan Years of Service after December 31, 1970. 9. TOP HEAVY RULES. If the Plan is or becomes a Top Heavy Plan, the provisions of the Plan and the Adoption Agreement containing top heavy rules required by Section 416 of the Code shall supersede any conflicting provisions of the Plan or the Adoption Agreement. (a) Top Heavy Compensation Subject to the application of the Compensation Subparagraph 3.1(d) Limit, Top Heavy Compensation of a Participant with respect to a Plan Year shall mean Total Compensation for the [Check one]: [x] (1) Calendar year ending with or within such Plan Year [ ] (2) Plan Year which are subject to tax under Section 3101(a) of the Code without the dollar limitation of Section 3121(a) of the Code. Notwithstanding the foregoing definition of Compensation selected by the Employer, a Participant's Compensation [Check one] [x] (3) Shall include [ ] (4) Shall not include 15 employee elective salary reduction or similar contributions excluded from the Participant's gross income for federal tax purposes by reason of Sections 125, 402(a)(8) and 402(h)(1)(B) of the Code and employer contributions made pursuant to salary reduction agreements under Section 403(b) of the Code. (b) Top Heavy Vesting The following "top heavy vesting schedule" Schedule shall apply whenever the Plan is a Top Subparagraph 6.3(b) Heavy Plan [Check one, and complete where applicable]: [ ] (1) 100% after (not to exceed 3) Years of Vesting Service. [x] (2) 20% after 2 Years of Vesting Service, increased 20% for each of the next 4 Years of Vesting Service. [ ] (3) % after Year(s) of Vesting Service % after Years of Vesting Service % after Years of Vesting Service % after Years of Vesting Service % after Years of Vesting Service % after Years of Vesting Service [Must be at least as favorable after each Year as Option 9(b)(1) or (2) above.] (c) Years Disregarded for The following Years of Vesting Service shall Purposes of Top Heavy be disregarded for purposes of the top Vesting Schedule heavy vesting schedule [Check any of the Paragraph 6.5 following, if desired]: [x] (1) Apply Regular Rules. All Years of Vesting Service regarded under Option 8(c) above shall be disregarded. [ ] (2) Years Prior to Age 18. Any Year of Vesting Service of an Employee completed before the Employee has reached age eighteen (18) in all other cases shall be disregarded. [ ] (3) Year Required After Break in Service. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded until he has completed a Year of Vesting Service during a Plan Year following his Year of Broken Service. [ ] (4) Rule of Parity. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded unless such Employee either: (A) possesses a non-forfeitable right to benefits under the Plan derived from the Employer's contributions or (B) has consecutive Year(s) of Broken Service which are less than the greater of (i) for application of this subparagraph in Plan Years 16 commencing after December 31, 1984, five (5) or (ii) the number of his aggregate Year(s) of Vesting Service before the commencement of such Year(s) of Broken Service. For purposes of this option, an Employee's aggregate Years of Vesting Service shall not include Years of Vesting Service which are at any time excluded by the application of the provisions of this option. [ ] (5) Years Prior to Plan Establishment. Any Year of Vesting Service with the Employer for which the Employer did not maintain the Plan or a predecessor plan within the meaning of Section 411(a)(4)(c) of the Code shall be disregarded. [ ] (6) Years Prior to 1971. Any Year of Vesting Service before January 1, 1971 shall be disregarded unless the Participant has at least three (3) Years of Vesting Service after December 31, 1970. (d) Top Heavy Contribution The Employer shall make an Employer Top Heavy Subparagraph 3.1(d) Contribution for each Plan Year the Plan is a Top Heavy Plan in an amount, subject to the limitations provided in the Plan, determined as follows [Check the applicable choice and complete where applicable]: [x] (1) Minimum Allocation Percentage. Any required allocation under this Plan shall be [Check one]: [ ] (A) Specified Rate. At the rate of %. [Insert percentage not under 3%.] [x] (B) Determined per Plan. Determined pursuant to the applicable rules in clauses (i), (ii) and (iii) of subparagraph 3.1(d) of the Plan. [x] (2) Plan under which Top Heavy Contribution or Benefit to Be Provided [Check one]: [ ] (A) No Other Plan. Since the Employer maintains no other qualified plan, any applicable Employer Top Heavy Contribution described in subparagraph 3.1(d) of the Plan shall be provided by this Plan. [x] (B) Contribution under this Plan Where Other Plan Maintained. The Employer maintains another qualified plan or plans which is (are) [Check applicable one(s)] a [x] defined contribution plan and/or [x] defined benefit plan, and the Employer elects that any applicable Employer Top Heavy Contribution described in subparagraph 3.1(d) of this Plan shall be provided to Participants in this Plan by this Plan. 17 [ ] (C) Contribution or Benefit Under Other Plan for Participants in this Plan and Other Plan, and Contribution under this Plan for Participants Only in this Plan. The Employer maintains another qualified plan or plans which is (are) [Check applicable one(s)] a [ ] defined contribution plan and/or [ ] defined benefit plan, and the Employer elects that contributions required under Section 416 of the Code be provided under such other plan(s) for Employees who are both Participants in this Plan and participants in such other plan(s) and that any applicable Employer Top Heavy Contribution described in subparagraph 3.1(d) of this Plan shall be provided by this Plan to Employees who are Participants of this Plan only. [ ] (D) Alternate or Additional Provisions [Insert desired provision]: (e) Present Value Factors for The interest and mortality factors shall be:] Top Heavy Plan Status Appendix B (1) Interest Rate: 7.5% [Insert percentage]. (3) Mortality Table: The Unisex Pension 1984 Table. 10. IN-SERVICE WITHDRAWALS. (a) After-tax Account, [Select one or both, if desired] Voluntary Deductible Account and/or [ ] (1) Non-hardship. Non-hardship withdrawals Rollover Account are permitted under paragraph Paragraphs 9.1, 9.5 9.1 of the Plan from the [Check one(s) desired]: [ ] (A) After-tax Unmatched Account. [ ] (B) After-tax Matched Account. [ ] (C) Voluntary Deductible Account. [ ] (D) Rollover Account. [x] (2) Hardship. Hardship withdrawals are permitted under paragraph 9.5 of the Plan from the [Check one(s) desired]: [ ] (A) After-tax Unmatched Account. [ ] (B) After-tax Matched Account. [ ] (C) Voluntary Deductible Account. [x] (D) Rollover Account. 18 (b) Pre-tax Account and/or [Select one or both, if desired]: Employer Thrift Account Paragraphs 9.2, 9.6 [ ] (1) Non-hardship. Non-hardship withdrawals are permitted under paragraph 9.2 of the Plan by Participants from the [Check one(s) desired]: [ ] (A) Pre-tax Unmatched Account. [ ] (B) Pre-tax Matched Account. [ ] (C) Employer Thrift Account. [x] (2) Severe Hardship. Severe Hardship withdrawals are permitted under paragraph 9.6 of the Plan by Participants from the [Check one(s) desired]: [x] (A) Pre-tax Unmatched Account. [x] (B) Pre-tax Matched Account. [ ] (C) Employer Thrift Account. (c) Employer Account [Select one or both, if desired] Paragraphs 9.4, 9.5 [ ] (1) Non-Hardship. Non-hardship withdrawals are permitted under paragraph 9.4 of the Plan by [Check one or more]: [ ] (A) Participants who have reached age fifty-nine and one-half (59 1/2) from the [Check one(s) desired]: [ ] (i) Employer Active Account. [ ] (ii) Employer Non-forfeitable Account. [ ] (B) Participants who have 60 or more months of participation from the [Check one(s) desired]: [ ] (i) Employer Active Account. [ ] (ii) Employer Non-forfeitable Account. [ ] (C) Participants who either have reached age fifty-nine and one half (59 1/2) or have 60 or more months of participation from the [Check one(s) desired]: [ ] (i) Employer Active Account. [ ] (ii) Employer Non-forfeitable Account. [x] (2) Hardship. Hardship withdrawals are permitted under paragraph 9.5 of the Plan from the [Check one(s) desired]: [x] (i) Employer Active Account. 19 [x] (ii) Employer Non-forfeitable Account. 11. LOANS. (a) Availability A Participant [Check one]: Paragraph 9.10 [x] (1) Permitted. May borrow from the Plan in accordance with the terms of the Employer's Loan Policy. [If this Option is selected the Employer must complete and attach to this Adoption Agreement an Employer's Loan Policy describing the terms and conditions on which loans will be made.] [ ] (2) Not Permitted. May not borrow from the Plan. 12. PARTICIPANT INVESTMENT DIRECTION. Paragraph 12.2 (a) Availability Generally A Participant [Check one]: [ ] (1) Not Permitted. May not make investment directions. [x] (2) Permitted. May make investment directions for the following accounts (the "directable accounts") [Check one or more]: [x] (A) Employer Account. [ ] (B) Employer Thrift Account. [x] (C) Pre-tax Account. [ ] (D) After-tax Account. [x] (E) Rollover Account. [ ] (F) Voluntary Deductible Account. (b) Available Investment Participants may make investment directions among Funds the following investment funds (the "available investment funds") to the extent permitted [Check one or more if Option 12(a)(2) is selected and complete percentage limitation, if desired. If no percentage is indicated, no limitation applies]: [ ] (1) Current Income Fund. [ ] (2) Capital Preservation Fund. [ ] (3) Moderate Growth Fund. [ ] (4) Wealth Building Fund. 20 [ ] (5) Aggressive Appreciation Fund. [x] (6) Employer Stock Fund - investment shall be limited to 35% of account balance (effective January 1, 1999). [x] (7) Such other investment funds as the Administrator may from time to time permit (a written description of which must be attached to this Adoption Agreement). (c) Investment Direction Participants may make investment directions in the Increments Employer Stock Fund in the following increments [Check one if Option 12(a)(2) is selected]: [x] (1) In the regular 1% increments provided in the Plan. [ ] (2) In % [Insert percentage of less than 5%] increments. [ ] (3) In increments of the lesser of 5% or such percentage as the Administrator shall from time to time authorize. (d) Frequency and Participants may make their investment direction Effective Date of as of [Check one if Option 12(a)(2) is selected]: Investment Directions [ ] (1) Annually effective as of the first day of each Plan Year, [ ] (2) Periodically effective as of the beginning of each Valuation Period, [ ] (3) Quarterly effective as of the first day of each quarter of the Plan Year, [x] (4) daily [Insert time(s)], and (if any of the above options are selected) at such other date(s) as the Administrator may from time to time authorize. (e) Default Investment Fund As provided in subparagraph 12.2(d) of the Plan, where no Participant investment direction is in force, a Participant's accounts shall be invested in the following default investment fund, provided that any initial designation here may be changed from time to time by the Employer [Check one if Option 12(a)(2) is selected]: [ ] (1) Current Income Fund. [x] (2) [Describe] Money Market Fund. [ ] (3) Such investment fund as the Employer may from time to time designate (a written description of which must be attached to this Adoption Agreement). 21 13. HOURS OF SERVICE. Hours of Service for purposes of the Plan shall be Appendix A credited in accordance with one of the alternative methods stated below [Check one]: [ ] (a) Actual Hours Counted. An Employee shall be credited with Hours of Service for those actual Hours of Service credited under Appendix A of the Plan. [ ] (b) Ten Hour Per Day Equivalency. An Employee shall be credited with ten (10) Hours of Service for any day he would be credited with at least one (1) actual Hour of Service. [ ] (c) Forty-five Hour Per Week Equivalency. An Employee shall be credited with forty-five (45) Hours of Service for any week he would be credited with at least one (1) actual Hour of Service. [x] (d) Ninety-five Hour Per Semi-monthly Payroll Equivalency. An Employee shall be credited with ninety-five (95) Hours of Service for any semi-monthly payroll period he would be credited with at least one (1) actual Hour of Service. [ ] (e) One Hundred Ninety Hour Per Month Equivalency. An Employee shall be credited with one hundred ninety (190) Hours of Service for any month he would be credited with at least one (1) actual Hour of Service. 14. LIMITATIONS ON BENEFITS. [Check the applicable box(es) and/or add Under Section 415 of the limitations language as desired.] Code. Paragraphs 4.3 and 4.4 Appendix C NOTE: Failure to complete this Option 14 may adversely affect qualification of the plan(s) maintained by an Employer. [ ] (a) No Other Plan Employer maintains no other qualified plan in addition to this Plan in which event paragraph 4.3 of this Plan and paragraph C-1.2 of Appendix C shall apply. [x] (b) Coordinate with The Employer maintains, in addition to this Plan, Other Defined one or more plans which are qualified Contribution Plan defined contribution plans, welfare benefit funds (Other than A (as defined in Section 419(a) of the Code) or Master or individual medical accounts, (as defined in Prototype Plan) Section 415(1)(2) of the Code) (other than Master or Prototype Plans) in which event paragraph 4.4 of this Plan and subparagraph C-1.3 of Appendix C shall apply. In which event [Check (1), (2), or (3) and (4) if desired]: [x] (1) Subparagraph C-1.3(g) of Appendix C shall apply. 22 [ ] (2) Reduce Contribution under this Plan. Annual Additions under this Plan shall be reduced before Annual Additions under such other Plans and funds so that the Maximum Permissible Amount is not exceeded. [ ] (3) Reduce Contribution under other Plan. Annual Additions under such other plans and funds shall be reduced before Annual Additions under this Plan so that the Maximum Permissible Amount is not exceeded. [ ] (4) Subject to subparagraph C-1.3(g), Option 14(b)(2) or (3) above shall apply, but Annual Additions under welfare benefit plans shall be reduced last. [x] (c) Coordinate with The Employer maintains, in addition to this Plan, which Defined one or more plans are qualified defined benefit Benefit Plan plans in which event paragraph of this Plan shall apply. In such event the Defined Contribution Plan Fraction shall not exceed one (1) and [Check one of the following]: [ ] (1) Reduce Annual Additions Before Annual Benefits. Annual Additions under all qualified defined contribution plans and welfare benefit funds maintained by the Employer shall be reduced before Annual Benefits are reduced so that the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will not exceed one (1) as provided in subparagraph C-1.3(f) of Appendix C. [x] (2) Reduce Annual Benefits Before Annual Additions. Annual Benefits payable under all qualified defined benefit plans maintained by the Employer shall be reduced before Annual Additions are reduced so that the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will not exceed one (1) as provided in subparagraph C-1.3(f) of Appendix C. [ ] (d) Alternate Provision Annual Additions and Annual Benefits of a Participant shall be limited as follows [Insert provisions as desired]: (e) Limitation Year The Limitation Year is the following 12-consecutive month period: [x] (1) The calendar year. [ ] (2) The Plan Year. [ ] (3) The year beginning on [Insert month and day]. 23 15. MATTERS RELATING TO STOCK. (a) Custodian The Custodian of the Employer Stock Fund shall be: Paragraph 17.1(a) Reliance Trust Company (b) Named Fiduciary with The Named Fiduciary with respect to Stock Respect to Stock shall be: Paragraph 17.1(b) Citizens and Farmers Bank (c) Stock Stock shall mean the following described stock Paragraph 17.1(c) [Complete]: Description: C&F Financial Corporation Common Stock, $1 par value [Insert description of Stock, including class, issuer, etc.]. (d) Employer Investment Notwithstanding the Participant investment Direction direction provisions of paragraph 12.2, the Paragraph 17.2 Employer requires that the following account balances under the Plan be invested in the Employer Stock Fund to the extent set described below: [x] (1) No Investment Requirement. The Employer imposes no Stock investment requirement. [ ] (2) Employer Stock Investment Required. The Employer requires that the following percentage of each of the following accounts be and remain invested in the Employer Stock Fund [Check and complete only for accounts desired]: [ ] (A) % of the Employer Account. [ ] (B) % of the Employer Thrift Account. [ ] (C) % of the Pre-Tax Account. [ ] (D) % of the After-Tax Account. If this is a Restated Plan, this investment direction applies to contributions allocated to the account after the Effective Date of the Restatement of the Plan in the form of this Adoption Agreement. 24 (e) Form of Payment The non-forfeitable Accrued Benefits of Paragraph 17.6 participants invested in the Employer Fund at the time of distribution shall be distributed in the following manner: [ ] (1) Account balances invested in the Employer Stock Fund shall be distributed in cash. [ ] (2) Account balances invested in the Employer Stock Fund shall be distributed in whole shares of Stock and cash in lieu of fractional shares. [This option may not be selected if, under any circumstances, more than 90% of the Participant's Accrued Benefit in the Fund may be invested in the Employer Stock Fund.] [ ] (3) Account balances invested in the Employer Stock Fund shall be distributed in cash and Stock in proportion to the cash and Stock considered pursuant to subparagraph 17.5(c) to be allocated to the Participant's account in the Employer Stock Fund. [this option may not be selected if, under any circumstances, more than 90% of the Participant's Accrued Benefit in the Fund may be invested in the Employer Stock Fund.] [x] (4) The Participant may elect to receive his non-forfeitable Accrued Benefit invested in the Employer Stock Fund at the time of distribution under any one of the methods described above. (f) Composition of The Named Fiduciary with Respect to Stock shall Employer Stock establish a cash reserve as a part of the Employer Fund Stock Fund. Generally, however the assets of the Employer Stock Fund invested in Stock are expected to remain in the following range: Range of Stock Investment: 50% to 100%. The Named Fiduciary with Respect to Stock may change the percentage of the total assets of the Employer Stock Fund invested in Stock from time to time. (g) Special Grandfathered In the case of a Restated Plan which allowed Transitional Rules investment in employer securities prior to for Restated Plans its restatement, certain provisions may need to be Paragraph 17.8 grandfathered in order to preserve the benefits required under Sections 411(a)(10) or (d)(6) of the Code. Such special grand-fathered provisions and any applicable transitional rules should be described below. [Attach a separate sheet if necessary.] 25 16. VOTING RIGHTS PASS Voting rights with respect to Stock which is THROUGH allocated to the accounts of Participants shall be Paragraph 17.11 passed through under paragraph 17.11 as follows [Check one of (a) through (c) and (d) if desired]: [ ] (a) No Voting Rights No voting rights shall be passed through for as Pass-through provided in clause (i) of subparagraph 17.11(a) Clause (i) of the Plan. Subparagraph 17.11(a) [x] (b) Pass-through for Voting rights shall be passed through for all All Matters matters subject to a vote as provided in clause Clause (ii) of (ii) of subparagraph 17.11(a) of the Plan. Subparagraph 17.11(a) [ ] (c) Pass-through on Voting rights shall be passed through only on Major Corporate major corporate transactions as provided in clause Transactions (iii) subparagraph 17.11(a) of the Plan. Clause (iii) of Subparagraph 17.11(a) [ ] (d) Pass-through As permitted in clause (ii) subparagraph 17.11(b) Voting on Tender of the Plan, voting rights on "tender offers" are Offers required to be passed through to Participants. Clause (ii) of Subparagraph 17.11(b) The Employer may not rely on an opinion letter issued by the National Office of the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Code. In order to obtain reliance with respect to plan qualification, the Employer must apply to the appropriate key district office of the Internal Revenue Service for a determination letter. This Adoption Agreement may be used only in conjunction with the Virginia Bankers Association basic plan document number 03. IN WITNESS WHEREOF, each Employer, by its duly authorized representatives, has executed this instrument this 9th day of February, 2000. Citizens and Farmers Bank _________________________________________ [Enter Name of Employer] By Larry G. Dillon -------------------------------------- Its President & CEO ------------------------------------- [SEAL] ATTEST: Tom Cherry ------------------------------------------------ Its Senior Vice President & CFO --------------------------------------------- 26 _________________________________________ [Enter Name of Employer] By_______________________________________ Its______________________________________ [SEAL] ATTEST: _______________________________ Its____________________________ _________________________________________ [Enter Name of Employer] By_______________________________________ Its______________________________________ [SEAL] ATTEST: ________________________________________________ Its______________________________________________ By execution hereof by their duly authorized Administrative Trustee, the Trustees of the Virginia Bankers Association Master Defined Contribution Plan and Trust hereby accept the Trust created herein according to the terms and conditions of the Plan. Date: March 15, 2000 Bette Albert _______________________ _____________________________________ VBA Benefits Corporation 27