**Exhibit 99.2**

CERTIFICATION 

I, Thomas F. Cherry, the Executive VicePresident and Chief Financial Officer of C&F Financial Corporation, certify, based on my knowledge, that the TARP period of C&F Financial Corporation began on January 9, 2009, and that: 

(i) The compensation committee of C&F Financial Corporation discussed, reviewed and evaluated with senior risk officers on November 17,2009, and will discuss, review and evaluate with senior risk officers at least once every six months during the TARP period, beginning September 14, 2009, the senior executive officer (SEO) compensation plans and the employee compensation plansand the risks these plans pose to C&F Financial Corporation; 

(ii) The compensation committee of C&F FinancialCorporation, on November 17, 2009, did not identify any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of C&F Financial Corporation or of the employeecompensation plans that pose risks to C&F Financial Corporation. The compensation committee of C&F Financial Corporation will, at least once every six months during the TARP period, beginning September 14, 2009, identify and limit anyfeatures of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of C&F Financial Corporation, and identify any features of the employee compensation plans that pose risks toC&F Financial Corporation, and limit those features to ensure that C&F Financial Corporation is not unnecessarily exposed to risks; 

(iii) The compensation committee of C&F Financial Corporation, on November 17, 2009, reviewed the terms of each employee compensation plan and identified any features of the plan that couldencourage the manipulation of reported earnings of C&F Financial Corporation to enhance the compensation of an employee and limited any such features. The compensation committee of C&F Financial Corporation will, at least once every sixmonths during the TARP period, beginning September 14, 2009, review the terms of each employee compensation plan, and identify any features of the plan that could encourage the manipulation of reported earnings of C&F Financial Corporationto enhance the compensation of an employee, and limit any such features; 

(iv) The compensation committee of C&F FinancialCorporation will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above; 

(v) The compensation committee of C&F Financial Corporation will provide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARPperiod the features in: 

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that couldthreaten the value of C&F Financial Corporation; 

(B) Employee compensation plans that unnecessarily expose C&FFinancial Corporation to risks; and 

(C) Employee compensation plans that could encourage the manipulation of reportedearnings of C&F Financial Corporation to enhance the compensation of an employee; 

(vi) C&F Financial Corporation hasrequired that bonus payments, as defined in the regulations and guidance established under Section 111 of EESA (bonus payments), of the SEOs and twenty next most highly compensated employees be subject to a recovery or “clawback”provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; 

(vii) C&F Financial Corporation has prohibited any golden parachute payment, as defined in the regulations and guidance establishedunder Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the period beginning June 15, 2009 and ending December 31, 2009; 

(viii) C&F Financial has limited bonus payments to its applicable employee in accordancewith Section 111 of EESA and the regulations and guidance established thereunder during the period beginning June 15, 2009 and ending December 31, 2009; 

(ix) The board of directors of C&F Financial Corporation established an excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA,by September 14, 2009; this policy has been provided to Treasury and C&F Financial Corporation’s primary regulatory agency; C&F Financial Corporation and its employees have complied with this policy since its adoption; and anyexpenses that, pursuant to this policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; 

(x) C&F Financial Corporation will permit a non-binding shareholder resolution in compliance with applicable federal securities rulesand regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during the period beginning June 15, 2009 and ending December 31, 2009; 

(xi) C&F Financial Corporation will disclose the amount, nature, and justification for the offering during the period beginningJune 15, 2009 and ending December 31, 2009 of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for the employee who is subject to the bonus paymentlimitations identified in paragraph (viii); 

(xii) C&F Financial Corporation will disclose whether C&F FinancialCorporation, the board of directors of C&F Financial Corporation, or the compensation committee of C&F Financial Corporation engaged during the period beginning June 15, 2009 and ending December 31, 2009, a compensation consultant;and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; 

(xiii) C&F Financial Corporation has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employeesduring the period beginning June 15, 2009 and ending December 31, 2009; 

(xiv) C&F Financial Corporation hassubstantially complied with all other requirements related to employee compensation that are provided in the agreement between C&F Financial Corporation and Treasury, including any amendments; 

(xv) C&F Financial Corporation will submit to Treasury a complete and accurate list of the SEOs and the twenty next most highlycompensated employees for the current fiscal year and the most recently completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highlycompensated employee identified; and 

(xvi) I understand that a knowing and willful false or fraudulent statement made inconnection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001.) 

 
Date     
          March 3, 2010          
     
/s/ Thomas F. Cherry
   
Thomas F. Cherry, Executive Vice President and

Chief Financial Officer