SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For
      the fiscal year ended December 31, 2009
            Commission
      file number: 000-24002





CENTRAL
VIRGINIA BANKSHARES, INC.


(Name of
registrant as specified in its charter)





Virginia
              (State
      or other jurisdiction of
              incorporation
      or organization)
            54-1467806
              (I.R.S.
      Employer
              Identification
      No.)2036
      New Dorset Road, Post Office Box 39
              Powhatan,
      Virginia
              (Address
      of principal executive offices)
            23139-0039
              (Zip
      Code)








Registrant’s
      telephone number, including area code: (804)
  403-2000





Securities
      registered under Section 12(b) of the Exchange
Act:





Title of Each Class
            Name
      of Each Exchange
              on Which RegisteredCommon
      Stock, par value $1.25 per share
            The
      Nasdaq Stock Market





Securities
      registered under Section 12(g) of the Exchange
  Act:


None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.YesoNox





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. YesoNox





Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNoo





Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Website,
if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  YesoNoo





Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filero
            Accelerated fileroNon-accelerated filero(Do not check if a smaller
      reporting company)
            Smaller reporting companyx





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o No
x





The
aggregate market value of the Common Stock held by non-affiliates, computed by
reference to the closing sale price of the Common Stock as reported on The
Nasdaq Global Market on June 30, 2009, the last business day of the
registrant’s most recently completed second fiscal quarter, was
$10,532,250.





At April
25, 2010 there were 2,620,437 shares of the registrant’s Common Stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Not
applicable





EXPLANATORY
NOTE





Central
Virginia Bankshares, Inc. (the “Company”) hereby amends its Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 (originally filed with the
Securities and Exchange Commission on April 15, 2010) as set forth in this
Annual Report on Form 10-K/A (Amendment No. 1) (the “Form 10-K/A”). This Form
10-K/A includes the items required in Part III, which the Company previously
expected to incorporate by reference to its definitive proxy statement for the
2010 annual meeting of shareholders.  The Company had previously
disclosed that it expected to hold its annual meeting of shareholders on May 25,
2010; however, the Company currently expects that it will hold its annual
meeting of shareholders on or about June 23, 2010.








TABLE
OF CONTENTS





PART III





Item
      10.
            Directors,
      Executive Officers and Corporate Governance.
            1Item
      11.
            Executive
      Compensation.
            4Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management
              and
      Related Stockholder Matters.
            9Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            11Item
      14.
            Principal
      Accounting Fees and Services.
            12





PART III





Item
10.                      Directors,
Executive Officers and Corporate Governance.







The
Board of Directors




Our
Articles of Incorporation and Bylaws provide that the Board shall fix the number
of directors of the Company and that such directors shall be divided into three
classes as nearly equal in number as possible. Currently, the number of
directors is fixed at nine.




The
members of each class are to be elected for a term of three years and until
their successors are elected and qualified.  One class of directors is
to be elected annually. The following table sets forth the names of the current
directors, the class to which they belong and the years in which their terms of
office will expire:






Class
      C
              2010
            Class
      B
              2011
            Class
      A
              2012Kemper
      W. Baker
            Ralph
      Larry Lyons
            Elwood
      C. MayJohn
      B. Larus
            Roseleen
      P. Rick
            Clarke
      C. JonesJames
      T. Napier
            William
      C. Sprouse, Jr.
            Phoebe
      P. Zarnegar




Certain information, including age and principal
occupation, regarding each director is set forth below.  The year
shown for initial election as a director represents the year in which the
nominee or continuing director was first elected to the Board or previously to
the Board of Directors of Central Virginia Bank, our wholly-owned subsidiary
(the “Bank”).  Unless otherwise indicated, the business experience and
principal occupations shown for each nominee or continuing director has extended
five or more years.In addition, the following information
presents the particular experience, qualifications, attributes or skills that
led the board to conclude that the person should serve as a director for the
Bank.





Kemper W. Baker,


Mr.
      Baker, an economist, currently teaches economics and finance classes at
      Virginia Commonwealth University and Longwood University; he formerly
      served as Vice President of the Federal Reserve Bank of Richmond until his
      retirement in June 2004. Mr. Baker, at the time of his retirement, oversaw
      government, media, bank, community and public relations throughout the
      Fifth Federal Reserve District as Special Assistant to the President of
      the Federal Reserve Bank of Richmond. Mr. Baker’s banking and regulatory
      experience with the Federal Reserve Bank of Richmond, as well as his
      knowledge of economics makes him well qualified to serve as a director of
      the Company.




Clarke C. Jones,


Mr.
      Jones, a retired executive, is currently freelance professional writer.
      Mr. Jones was President, until 2007, of Scaffolding Solutions, LLC of
      Richmond Virginia. Prior to then, he had a thirty-one year career with
      Saunders Oil Company in Richmond Virginia culminating in 2001 as its
      Executive Vice President. Mr. Jones’ background as an executive of an Oil
      company and his management experience and leadership abilities provide him
      the qualifications to serve as a director of the
  Company.






1




John B. Larus,




Mr.
      Larus serves as Chairman Emeritus of the Board and the Board of Directors
      of the Bank. He is the retired managing partner of Stony Point Estates, a
      land development company. Mr. Larus’ experience as one of the original
      organizing directors coupled with his extensive tenure as a director of
      the Company make him well suited to continue as a member of the board of
      directors.




Ralph Larry Lyons,


Mr.
      Lyons is President and Chief Executive Officer of the Company and the Bank
      and Vice Chairman of the Board. Mr. Lyons’ long service as President and
      CEO of the bank make him qualified to serve as a director of the
      Company.




Elwood C. May,


Mr.
      May serves as Secretary of the Board of Directors of the Company. He is
      the retired owner/operator of Flatrock Hardware, Inc., a hardware retailer
      located in Powhatan, Virginia. Mr. May’s experience as one of the original
      organizing directors, his experience as a small business owner, and his
      service as a community leader provide the qualifications to serve as an
      effective director of the Company.




James T. Napier,


Mr.
      Napier serves as the Chairman of the Board. He is President of Napier,
      Realtors ERA which has its main office in Chesterfield County and has
      branch offices serving Powhatan, Hanover and Henrico Counties and the City
      of Richmond.  Mr. Napier has been President of the firm since
      1991 and has been involved in the real estate business since 1976. Mr.
      Napier’s experience in real estate sales, his knowledge of real estate in
      general and his experience as the President of a real estate company
      provide him the leadership skills and attributes desired to serve as a
      director of the Company.




Roseleen P. Rick, 68, has been
a director since May 2005.


Ms. Rick
is an attorney and retired partner at Troutman Sanders, LLP, a law firm in
Richmond, Virginia, where she served as the leader of the Multifamily Housing
Practice Group. Ms. Rick, with her experience as a practicing attorney dealing
with multi-family housing transactions and real estate generally, make her
uniquely qualified to serve as a director of the Company.





William C. Sprouse, Jr., 56,
has been a director since May 2005.


Mr.
Sprouse is President of E. B. Sprouse Co. and Cumberland Building Supply, Inc.,
one of the largest private businesses in Cumberland County, Virginia. Mr.
Sprouse is an experienced President and CEO of a small business and who is well
known as a leader in his community, and therefore well qualified to serve as a
director of the Company.





Phoebe P. Zarnegar, 63, has
been a director since May 2005.


Ms.
Zarnegar is a CPA and the principal of the firm Farrell & Zarnegar,
Certified Public Accountants. Mrs. Zarnegar, as an active CPA, has an extensive
background in accounting and tax. This experience makes her very well qualified
to serve as a director of the Company.




2




Executive
Officers Who Are Not Directors





Charles F. Catlett, III, 61,
is Senior Vice President and Chief Financial Officer.  Prior to
joining the Company in December 1999, he was President of Franklin Financial
Associates, L.L.C. for two years. Prior to establishing Franklin Financial
Associates, he was Senior Vice President and Group Manager of Wachovia Bank, the
successor by merger in 1997 to Central Fidelity National Bank, where he served
in several senior management capacities in the Investments, Management
Accounting, Corporate Accounting and Internal Audit departments since 1973. Mr.
Catlett has over 36 years of banking experience.




Leslie S. Cundiff, 61, is
Senior Vice President and Senior Credit Officer. Prior to joining us in March
2004, she was Senior Vice President and Statewide Site Manager for the Business
Lending Group of Wachovia Bank, the successor by merger in 2001 to First
Union.  Mrs. Cundiff has over 23 years experience in the commercial
lending areas of portfolio risk management, credit underwriting, loan approval,
client marketing, and relationship management.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and any persons who own more than 10% of the outstanding
shares of Common Stock, to file with the Securities and Exchange Commission
(“SEC”) reports of ownership and changes in ownership of Common
Stock.  Directors and executive officers are required by SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.  Based solely on review of the copies of such reports furnished
to us or written representation that no other reports were required, we believe
that, during the 2009 year, all directors, executive officers and beneficial
owners of more than 10% of the Common Stock have filed with the SEC on a timely
basis all reports required to be filed under Section 16(a), except Phoebe P.
Zarnegar inadvertently filed a late report on Form 4 covering the acquisition of
Common Stock in February 2009 and Clarke C. Jones inadvertently filed a late
report on Form 4 covering the disposal of Common Stock in December
2009.





Code
of Business Conduct and Ethics


The Executive Committee of the Board has approved a Code
of Business Conduct and Ethics for directors, officers and all employees of the
Company and its subsidiaries.  The Code addresses such topics as
compliance with applicable laws and regulations, accuracy and preservation of
records, accounting and financial reporting and conflicts of
interest.  A copy of the Code is posted on our website atwww.centralvabank.com.  Printed copies of the Code are available to
any shareholder upon written request to the Secretary, P.O. Box 39, Powhatan,
Virginia 23139-0039.




Audit
Committee





The Board has a standing Audit
Committee.  The Audit Committee is
chaired by Ms. Zarnegar and includes Messrs.May, Sprouse, andNapier. The Board has not currently designated an “audit committee financial
expert.” However, the current members of the Audit Committee have the ability to
understand financial statements and generally accepted accounting principles,
the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves, an understanding of
internal controls and procedures for financial reporting and an understanding of
audit committee functions. The Board, therefore, believes that the members of
the Audit Committee have the skills and experience needed to ensure that the
Committee properly fulfills its duties and
responsibilities.


3


Part
11.                      Executive
Compensation.





Annual
Compensation of Executive Officers





In
the tables and discussion below, we summarize the compensation earned during
2009 by (1) our chief executive officer and (2) our two most highly compensated
executive officers other than our chief executive officer, collectively referred
to as the “named executive officers.”





Summary
Compensation Table





Name
      and
              Principal
      Position
            Year
            Salary(1)
              ($)
            Bonus(2)
              ($)
            All
      Other Compensation(3)
              ($)
            Total
              ($)Ralph
      Larry Lyons
            2009
            224,744
            0
            35,888
            260,632President
      & Chief
            2008
            224,744
            0
            53,381
            278,125Executive
      OfficerCharles
      F. Catlett, III
            2009
            143,000
            0
            9,284
            152,284Senior
      Vice President &
            2008
            143,000
            0
            18,469
            161,469Chief
      Financial OfficerLeslie
      S. Cundiff
            2009
            137,800
            0
            9,988
            147,788Senior
      Vice President &
            2008
            137,800
            4,000
            12,046
            153,846Senior
      Credit Officer





(1)
            Salary
      is the base regular pay.


(2)
            Reflects
      the bonus in the year earned, and
paid.


(3)
            Represents
      all other types of cash, non-cash, or imputed income not includable in the
      other columns above for the years 2009 and 2008 respectively
      for:





Mr.
Lyons: directors fees of $17,500 and $18,125; value of a Company provided
automobile $4,100 and $4,100; taxable fringe benefits associated with group
insurance and split dollar insurance arrangements of $5,048 and $12,549; our
match of $8,990 and $8,960 on contributions to the 401K plan; profit sharing
contribution of $0 and $7,866 by us based on 0% and 3.5% of eligible wages; and
supplemental pay for ATM response, weekend work and other after-hour
availability of $250 and $1,781.





Mr.
Catlett: taxable fringe benefits associated with group insurance and split
dollar insurance arrangements of $2,314 and $2,338; our match of $5,720 and
$5,720 on contributions to the 401K plan; profit sharing contribution of $0 and
$5,005 by us based on 0% and 3.5% of eligible wages; and supplemental pay for
ATM response, weekend work and other after-hour availability of $1,250 and
$5,406.





Ms
Cundiff: taxable fringe benefits associated with group insurance and split
dollar insurance arrangements of $4,900 and $4,392; our match of $5,088 and
$4,082 on contributions to the 401K plan; profit sharing contribution of $0 and
$4,823 by us based on 0% and 3.5% of eligible wages.





Our
executive compensation program consists of base salaries and annual cash
incentive payments in the form of annual bonuses.  In 2006, our
shareholders approved the 2006 Stock Incentive Plan, which permits the grant of
stock options, stock appreciation rights, stock awards, performance stock
awards, incentive awards and stock units.  No grants were made under
the 2006 Stock Incentive Plan in 2009 or 2008.


4


Employment
Agreement





On
February 17, 2009, we entered into an Employment Agreement with Mr.
Lyons.  The term of the Agreement will continue until February 17,
2012, unless it is terminated earlier in accordance with its provisions.
Beginning on February 17, 2012 and each February 17 thereafter, the term of the
Agreement will automatically extend for successive one-year terms, unless 90
days notice of non-renewal is provided or employment otherwise terminates under
the Agreement. The Agreement provides for an initial base salary of $224,744 per
year. Mr. Lyons also is eligible to participate in any of the Company’s
long-term or short-term incentive plans, pursuant to the annual bonus metrics
set by the Company’s Compensation Committee and employee benefit plans and
programs for which he is or will be eligible.


The Agreement provides for the
termination of Mr. Lyons’s employment by the Company without “cause” and
termination by him for “good reason” (as those terms are defined in the
Agreement). Termination under either of these circumstances will entitle Mr.
Lyons to receive the following: his salary earned through the date of
termination to the extent not theretofore paid; continuation of his salary for a
period of eighteen months from the date of termination; his then current
benefits under group health and dental plans for eighteen months from the date
of termination; and any earned long-term or short-term incentive payments to the
extent not theretofore paid.





Mr. Lyons
will not be entitled to any such compensation or benefits if he breaches any of
the covenants in the Agreement relating to the protection of confidential
information, non-disclosure, non-competition and non-solicitation. The
non-competition and non-solicitation covenants continue generally for a period
of eighteen months following the last day of Mr. Lyons’s employment. He will
also not be entitled to any compensation or other benefits under the Agreement,
other than unpaid salary, if his employment is terminated for cause or for other
than good reason.




If Mr.
Lyons is terminated without cause or resigns for good reason within three years
following a “change of control” (as defined in the Agreement), he will be
entitled to the following: annual salary at the rate in effect immediately prior
to termination; any earned and unpaid incentive or bonus compensation; the
product of his annual bonus for the most recently completed year and a fraction,
the numerator of which is the number of days in the current year through the
date of termination, and the denominator of which is 365; any benefits or awards
which pursuant to any plans, policies or programs have been earned or become
payable, but which have not yet been paid; an amount equal to 2.0 times the sum
of Mr. Lyons’s salary at the rate in effect immediately prior to termination and
his average bonus for the two most recently completed years; and his then
current benefits under group health and dental plans for eighteen months from
the date of termination.





The
severance and change in control payments disclosed above are limited by the
statutes and regulations that apply to the Company as a consequence of the
Company’s participation in TARP. These limitations will only apply so long as
the Treasury’s investment in our preferred stock remains outstanding. For
further discussion, see “TARP
Executive Compensation Standards.”





Change
of Control Agreements





On April
21, 2009, we entered into Change of Control Agreements with Charles F. Catlett,
III and Leslie S. Cundiff.  The agreements provide that within three
years following a “change of control” (as defined in the agreements), the
employee’s position, authority, duties and responsibilities will be at least
commensurate with those held prior to the change of control and will be
performed at the location where the employee was employed immediately preceding
the control of control or the Company’s headquarters if within 35 miles of such
location. The agreements also provide that, within three years following a
change of control, the employee’s annual base salary will be at least equal to
his or her salary prior to the change of control, and the employee will have the
opportunity to earn annual and other incentives generally applicable to peer
employees of the Company, but in no event less favorable than such opportunity
prior to the change of control.





5


If the
employee is terminated without cause or resigns for good reason within three
years following a “change of control,” he or she will be entitled to the
following:





·
            annual
      salary at the rate in effect immediately prior to
    termination;


·
            any
      earned and unpaid incentive or bonus
  compensation;


·
            the
      product of his annual bonus for the most recently completed year and a
      fraction, the numerator of which is the number of days in the current year
      through the date of termination, and the denominator of which is
      365;


·
            any
      benefits or awards which pursuant to any plans, policies or programs have
      been earned or become payable, but which have not yet been
      paid;


·
            an
      amount equal to 2.0 times the sum of the Employee’s salary at the rate in
      effect immediately prior to termination and his average bonus for the two
      most recently completed years; and


·
            continuation
      of their then current benefits under group health and dental plans for
      thirty six months from the date of
termination.





The
change of control payments disclosed above are limited by the statutes and
regulations that apply to the Company as a consequence of the Company’s
participation in TARP. These limitations will only apply so long as the
Treasury’s investment in our preferred stock remains outstanding. For further
discussion, see “TARP
Executive Compensation Standards.”





Outstanding
Equity Awards at Fiscal Year-End 2009





In
the table below, we list information on the holdingsof unexercised stock
options as of December 31, 2009 for each of the named executive
officers.





Option AwardsName(1)
            Number
      of Securities
              Underlying
      Unexercised
              Options
              Exercisable  (#)
            Option
              Exercise
              Price ($)
            Option
      Expiration
              DateRalph
      Larry Lyons
            1,276
            11.53
            7/16/2012868
            15.21
            4/29/2013579
            15.21
            4/29/20131,103
            24.81
            7/1/2014Charles
      F. Catlett, III
            1,216
            7.52
            1/11/2010730
            11.53
            7/16/2012522
            15.21
            4/29/2013348
            15.21
            4/29/2013827
            24.81
            7/1/2014


___________


(1) Ms.
Cundiff had no outstanding equity awards at fiscal year-end
2009.


6





Defined
Contribution and Supplemental Retirement Plans





We
provide additional compensation to our executive officers through various plans
which are also available to all or some of our employees.  The
Compensation Committee oversees these plans, which are described
below.





Defined Contribution
Plans.  We have a qualified Defined Contribution Plan that
provides benefits to all employees meeting the criteria of the ERISA laws, which
is the majority of our employees.  The Plan has two major components:
profit sharing and 401(K). The employee participants are 100% vested upon
entrance into the Plan.





·
            Profit
      Sharing - Under the profit sharing segment, which is determined based on
      annual profits, all eligible employees receive a percentage of their base
      compensation. This amount is directly deposited to the employees’
      individual retirement account.  For 2009, the Board of Directors
      did not award a contribution to the profit sharing segment and thus, no
      contributions were made to the
segment.





·
            401(k)
      Plan - We have a 401(K) Plan where we will match 100% of the first 3% and
      50% of the next 2% of every participant’s pre-tax contributions. Over 86%
      of our employees contribute to the 401(k) Plan. The Company’s matching
      contribution was $160,194 in 2009 for all participating
      employees.





Supplemental Executive
Retirement Agreement.  We have a non-qualified Supplemental
Executive Retirement Agreement with each of the named executive officers as well
as five other senior officers. Participation is only through selection by and
approval of the Board. There are no contributions by the participants. The
participants vest in their accrued benefit over an eight year period unless
there is a change in control, at which time all participants, if not already
100% vested, become 100% vested in the amount then accrued by us. The agreements
provide for an annual benefit upon retirement at age 65, equal to 25% of the
participant’s final compensation, to be paid over a fifteen year period. Early
retirement is permitted at age 60 or 62 with a reduction in the amount paid
based on the number of years preceding age 65 the participant
retires.





Potential
Payments Upon Termination or Change of Control





We
have no agreements, plans or arrangements, except as set forth in “Employment Agreements,” “Change of
Control Agreements” and “Defined Contribution and
Supplemental Retirement Plans”above, that provide for payments to a
named executive officer at, following, or in connection with the termination of
that named executive officer or a change of control of the Company or the
Bank.





TARP
Executive Compensation Standards





In
January 2009, the Company elected to participate in the United States Department
of the Treasury’s Capital Purchase Program, commonly known as
“TARP”.  The Company issued 11,385 shares of preferred stock and a
warrant to purchase 263,542 shares of our common stock at a price of $6.48 per
share to the Treasury in return for $11,385,000.





As a result of participating in the program, the Companyis subject to certain executive compensation and corporate governance
requirements under section 111 of the Emergency Economic Stabilization Act of
2008, as implemented by Treasury regulations. Those requirements apply to
certain of our executive officers and employees, including Ralph Larry Lyons,
Charles F. Catlett, III and Leslie S. Cundiff (the “SEOs”).  Those
requirements include:





7


·
            Prohibiting
      the payment of any severance payments to our SEOs and next five most
      highly compensated employees;


·
            Prohibiting
      the payment or accrual of any bonus payment to Mr. Lyons, our most highly
      compensated employee, except for (i) an award of long-term restricted
      stock with a value not exceeding one-third of his annual compensation and
      (ii) a payment contractually required to be paid and to which he had a
      legally binding right as of February 11,
2009;


·
            Subjecting
      our SEOs and our next twenty most highly compensated officers to recovery
      of any bonus or incentive compensation paid to them where the payment was
      later found to have been based on statements of earnings, gains, or other
      criteria which prove to be materially inaccurate;
  and


·
            Limiting
      the Company’s tax deduction for compensation paid to any SEO of $500,000
      annually.





In
addition, the regulations generally require the Compensation Committee to meet
at least every six months with the Company’s senior risk officers to evaluate
compensation plans to ensure that these plans do not encourage unnecessary and
excessive risk taking that threaten the value of the Company, to consider ways
to limit those risks, and to evaluate these plans to ensure that they do not
encourage the manipulation of reported earnings.





Subject
to consultation with the appropriate federal banking agency, we are permitted to
repay any assistance previously provided to us under TARP at any
time.  If we choose to repay our TARP assistance, we would no longer
be subject to these executive compensation restrictions.





Director
Compensation in 2009





As
compensation for his or her service to us, each member of the Board receives a
monthly retainer fee of $1,250. Fees for attendance at various committee
meetings are $1,050 for the Audit Committee and $350 for the Nominating &
Corporate Governance Committee and the Compensation Committee.





The
following table shows the compensation earned by each of the non-employee
directors during 2009.




Name
            Fees
      Earned or
              Paid in Cash
              ($)
            Total
              ($)James
      T. Napier
            22,750
            22,750John
      B. Larus
            16,250
            16,250Kemper
      W. Baker, Jr.
            19,250
            19,250Clarke
      C. Jones
            16,250
            16,250Elwood
      C. May
            22,750
            22,750Roseleen
      P. Rick
            18,550
            18,550W.C.
      Sprouse, Jr.
            22,750
            22,750Phoebe
      P. Zarnegar
            22,750
            22,750











8


Item
12.                      Security
Ownership of Certain Beneficial Owners and Management and Related


Stockholder Matters.





Equity
Compensation Plan Information





The
following table sets forth information as of December 31, 2009, with respect to
compensation plans under which shares of our Common Stock are authorized for
issuance.





Plan Category
            Number
      of Securities to be Issued upon Exercise of Outstanding
              Options,
      Warrants and Rights
            Weighted
      Average
              Exercise
      Price of Outstanding Options, Warrants and
      Rights
            Number
      of Securities Remaining Available
              for
      Future Issuance
              Under
      Equity
              Compensation
      Plans(1)Equity
      Compensation Plans Approved by Shareholders1998  Stock
      Incentive Plan
            21,789
            $17.23
            --2006
      Stock Incentive Plan
            --
            --
            185,389Equity
      Compensation Plans Not
              Approved
      by Shareholders(2)
            --
            --
            --





(1)
            Amounts
      exclude any securities to be issued upon exercise of outstanding options,
      warrants and rights.


(2)
            All
      of our equity compensation plans have been approved by our
      shareholders.





Security
Ownership of Management




The
following table sets forth information as of April 25, 2010, regarding the
beneficial ownership of Common Stock by all directors and nominees, each of the
named executive officers and by all directors and executive officers as a
group.  For the purposes of this table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), under which, in general,
a person is deemed to be a beneficial owner of a security if he has or shares
the power to vote or direct the voting of the security or the power to dispose
or direct the disposition of the security or if he has the right to acquire
beneficial ownership of the security within 60 days.






Name
            Amount
      and Nature of
              Beneficial
      Ownership(1)
            Percent
      of
              Class(2)Kemper
      W. Baker  (6)
            933
            *Charles
      F. Catlett, III
            12,061
            *Leslie
      S. Cundiff
            1,195
            *Clarke
      C. Jones
            6,291
            *John
      B. Larus (3)
            52,272
            2.00%Ralph
      Larry Lyons (4)
            45,894
            1.75%Elwood
      C. May (5)
            19,979
            *James
      T. Napier
            2,550
            *Roseleen
      P. Rick
            1,388
            *William
      C. Sprouse, Jr.
            2,276
            *Phoebe
      P. Zarnegar
            2,094
            *All
      present executive officers and
              directors as a group (11 persons)
            146,933
            5.59%





*Less than
one percent (1%)


____________________




(1)Amounts include the following shares of Common Stock issuable upon the
exercise of stock options exercisable


within 60
days of April 25, 2010:  Mr. Catlett —2,427; Mr. Lyons
—3,826.


(2)Based on 2,620,437 shares of Common Stock issued and outstanding on April
25, 2010.


(3)Includes
14,585 shares owned by Mr. Larus’ wife.


(4)


(5)   Includes 5,629 shares
owned by Mr. May and his wife as joint tenants.


(6)




Security
Ownership of Certain Beneficial Owners




Management
of the Company is not aware of any person or group, as that term is used in
Section 13(d)(3) of the Exchange Act, known by us to be the beneficial owner of
more than 5% of our outstanding common stock as of April 25, 2010.























10


Item
13.                      Certain
Relationships and Related Transactions, and Director Independence.




Certain
Relationships and Related Transactions




The Board has a procedure for review
and approval of transactions involving us and “related persons” (directors,
director nominees, executive officers, shareholders owning five percent or more
of our outstanding common stock or the immediate family members of any of these
persons).  The procedure covers any related person transaction that
meets the minimum threshold for disclosure in the proxy statement under the
relevant Securities and Exchange Commission’s rules (generally, transactions
involving amounts exceeding $120,000 in which a related person has a direct or
indirect material interest).  The procedure generally requires that
related person transactions be approved by the Board or by a committee of the
Board consisting solely of independent directors, who will approve the
transaction only if they determine that it is in our best interest. In
considering the transaction, the Board or committee will consider all relevant
factors, including as applicable, our business rationale for entering into the
transaction and the fairness of the transaction to us.  In instances
where the transaction is subject to renewal or if we have the right to terminate
the relationship, the Board or relevant committee will periodically monitor the
transaction to ensure that there are no changed circumstances that would render
it advisable for us to amend or terminate the transaction.




Some
of our directors and officers, and some of the corporations and firms with which
these individuals are associated, are customers of the Bank in the ordinary
course of business and may be indebted to the Bank with respect to
loans.  It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future.  All loans extended to such persons,
corporations and firms were made in the ordinary course of business, did not
involve more than normal collection risk or present other unfavorable features,
and were made on substantially the same terms, including interest rates and
collateral as those prevailing at the same time for comparable Bank transactions
with unaffiliated persons.  No such loan at December 31, 2009 was
non-accruing, past due or restructured.  At December 31, 2009, the
aggregate amount of loans outstanding to all directors and officers of the Bank
and members of their immediate families, and corporations and firms with which
these individuals are associated, was approximately $4,609,418.




During fiscal
year 2009, we did not have any other transactions with related persons within
the meaning of Item 404(a) of Regulation S-K.





Independence
of the Directors





The Board
has determined that the following eight individuals of its nine current members
are independent as defined by the listing standards of The Nasdaq Stock Market,
Inc.: Messrs. Baker, Jones, Larus, May, Napier, and Sprouse and Mmes. Rick and
Zarnegar. In reaching this conclusion, the Board considered that the Company and
the Bank conduct business with companies of which certain members of the Board
or members of their immediate families are or were directors or
officers.  See “Certain Relationships and Related
Transactions.”





11


Item
14.                      Principal
Accounting Fees and Services.





Yount,
Hyde & Barbour, P.C. audited our consolidated financial statements for the
fiscal years ended December 31, 2009 and 2008.  The following
information is furnished with respect to fees billed for professional services
rendered to us by Yount, Hyde & Barbour, P.C. for the fiscal years ended
December 31, 2008 and 2007.





Fees
of Independent Public Accountants





Audit
Fees





The
aggregate fees for professional services rendered for the audit of our annual
financial statements for the fiscal years ended December 31, 2009 and 2008,
billed by Yount, Hyde & Barbour, P.C., and for their review of the financial
statements included in our Quarterly Reports on Form 10-Q, and services that are
normally provided in connection with statutory and regulatory filings and
engagements, for those fiscal years were $133,900 for 2009 and $79,285 for
2008.





Audit
Related Fees





The
aggregate fees billed for professional services for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements and not reported under the heading “Audit Fees”
above by Yount, Hyde & Barbour, P.C. for the fiscal years ended December 31,
2009 and 2008 were $27,564 and $17,500, respectively.  During 2009 and
2008, such services included the audit of the Bank’s defined contribution plan,
as well as the automated clearing house functions (EastPay) of the Bank,
research and consultation concerning financial accounting and reporting
standards, and consultation related to other than temporary impairment
securities.





Tax
Fees





There
were no tax fees billed to us by Yount, Hyde & Barbour, P.C. for the fiscal
years ended December 31, 2009 or 2008.





All
Other Fees





There
were no other fees billed to us by Yount, Hyde & Barbour, P.C. for the
fiscal years ended December 31, 2009 or 2008.





Pre-Approved
Services





All
audit related services, tax services and other services, as described above,
were pre-approved by the Audit Committee, which concluded that the provision of
such services by Yount, Hyde & Barbour, P.C. was compatible with the
maintenance of that firm’s independence in the conduct of its auditing
functions.









12


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





CENTRAL VIRGINIA
BANKSHARES, INC.


(Registrant)








Date:
April 30,
2010                                                                                         
By:           /s/Ralph Larry
Lyons


Ralph
Larry Lyons


President and Chief Executive Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.








April
      30, 2010
            /s/Ralph
      Larry LyonsRalph
      Larry Lyons
              President
      and Chief Executive Officer; Director
              (Principal
      Executive Officer)April
      30, 2010
            /s/Charles
      F. Catlett, IIICharles
      F. Catlett, III
              Senior
      Vice President and Chief Financial Officer
              (Principal
      Financial Officer)April
      30, 2010
            /s/Thomas
      R. Thornton, Jr.Thomas
      R. Thornton, Jr.
              Vice
      President
              (Principal
      Accounting Officer)John
      B. Larus
              DirectorApril
      30, 2010
            /s/Elwood
      C. MayElwood
      C. May
              Secretary
      of the Board of Directors








James
      T. Napier
              Chairman
      of the Board of DirectorsApril
      30, 2010
            /s/Kemper
      W. Baker, Jr.Kemper
      W. Baker, Jr.
              Director  13
 April
      30, 2010
            /s/Roseleen
      P. RickRoseleen
      P. Rick
              DirectorApril
      30, 2010
            /s/William
      C. Sprouse, Jr.William
      C. Sprouse, Jr.
              DirectorApril
      30, 2010
            /s/Phoebe
      P. ZarnegarPhoebe
      P. Zarnegar
              DirectorApril
      30, 2010
            /s/Clarke
      C. JonesClarke
      C. Jones
              Director





















14


EXHIBITS
INDEX





Item No.
            Description





31.1
            Rule
      13a-14(a) Certification of Chief Executive Officer (filed
      herewith).31.2
            Rule
      13a-14(a) Certification of Chief Financial Officer (filed
      herewith).32.1
            Statement
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 (filed
herewith).








15