Exhibit 10.5.2
VIRGINIA BANKERS
ASSOCIATION
MODEL NON-QUALIFIED DEFERRED
COMPENSATION PLAN
FOR DIRECTORS
(As Restated Effective
January 1, 2008)
AMENDMENT TO
ADOPTION AGREEMENT
If the Corporation completing
this document has any questions about the adoption of the Plan, the
provisions of the Plan, its representative should contact Bette J.
Albert, C.L.U. at the Virginia Bankers Association Benefits
Corporation, 4490 Cox Road, Glen Allen, VA 23060-3341 - telephone
number (804) 643-7469 during business hours.
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1.
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EMPLOYER(S)
ADOPTING PLAN NAMED IN PARAGRAPH 1.11 OF THE PLAN.
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(a) Name of Plan
Sponsor:
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(b) Plan Sponsor’s
telephone Number:
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C
& F Financial Corporation
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(804)
843-2360
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(c) Address of Plan
Sponsor:
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(d) Plan Sponsor’s
EIN:
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Post
Office Box 391
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54-1680165
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West
Point, VA 23181
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(e) Plan Sponsor’s
Tax Year End:
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12/31
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2.
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GENERAL PLAN
INFORMATION.
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VBA Director’s Non-Qualified
Deferred Compensation Plan for C & F Financial
Corporation
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(b)
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Name, Address
and EIN of Plan Administrator(s): [If other than Plan Sponsor,
appointment must be by resolution]
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8. 2008 409A
TRANSITION ELECTIONS.
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Paragraph 6.4
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(a) Availability
Generally
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A Participant
shall not be permitted to change Deferred Compensation Elections
made for the Plan Years 2005, 2006, 2007 and 2008 except as may
otherwise be permitted in paragraph 6.3 unless the Plan Sponsor
permits by an election below:
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x
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(1)
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Permitted . A Participant shall be permitted to change
Deferred Compensation Elections made for Plan Years 2005, 2006,
2007 and 2008 prior to December 31, 2008 as follows [Check
one]:
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¨
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(A)
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A separate
change election may be made for each Plan Year.
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þ
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(B)
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Only one change
election may be made which shall to apply to all four Plan
Years.
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- 1 -
Plan
Amendment
Pursuant to subparagraph 10.1 of the
Plan, the Board hereby adopts the following amendment to the Model
Plan. This amendment is effective only if adopted by the Board
prior to December 31, 2008.
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1.
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Paragraph
6.4 of the Plan is amended to read as follows:
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6.4 Transition Election
Changes .
6.4(a) If permitted by the Plan
Sponsor in Option 8 of the Adoption Agreement, prior to
December 31, 2007, a Participant who made a Deferral Election
for the Plan Year 2005, 2006 and/or 2007 may elect a new Benefit
Commencement Date and/or a different form of payment applicable to
a subdivision of his Deferral Account related to any or all of such
Plan Years in accordance with the following provisions:
(i) No such change may accelerate
payments into the 2007 Plan Year that were not otherwise scheduled
to be made during such year.
(ii) No such change may delay
payment into a later Plan Year that were otherwise scheduled to be
paid during the 2007 Plan Year.
(iii) A separate change election may
be made for the subdivision of his Deferral Account related to each
of the Plan Years or one change election shall be applicable to the
subdivisions of his Deferral Account related to all three Plan
Years, as selected by the Plan Sponsor in Option
8(a)(2).
(iv) The Benefit Commencement Date
and the form of payment that may be elected shall be one that is
permitted under the provisions of this restatement of the
Plan.
(v) If a Participant does not file
an election to change the Benefit Commencement Date and
