On April 21, 2009, Central Virginia Bankshares, Inc. (the "Company") entered into separate and identical Change of Control Agreements, each dated as of April 21, 2009 (collectively, the "Agreements"), with Charles F. Catlett, III, its Senior Vice President and Chief Financial Officer and Leslie S. Cundiff , its Senior Vice President and Senior Credit Officer (each, the "Employee").

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.

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.

As previously disclosed, the Company issued preferred stock to the United States Department of the Treasury pursuant to the Capital Purchase Program on January 30, 2009. Since that time, President Obama signed into law the American Recovery and Reinvestment Act of 2009 ("ARRA"), which imposes certain compensation restrictions on institutions that participate in the Capital Purchase Program. This law requires the Secretary of the Treasury to establish compensation standards, including a prohibition on payments to a senior executive officer for departure from the institution for any reason, except payment for services performed or benefits accrued. This standard is inconsistent with certain provisions of the Agreements. The Secretary of the Treasury has not

Copies of the Agreements are attached as Exhibits 10.1 and 10.2 to this report and are incorporated by reference into this Item 5.02.

(d) Exhibits

  Exhibit No. Description




       10.1         Change of Control Agreement dated as of April 21, 2009, by and
                    between Central Virginia Bankshares, Inc. and Charles F.
                    Catlett, III.




       10.2         Change of Control Agreement dated as of April 21, 2009, by and
                    between Central Virginia Bankshares, Inc. and Leslie S.
                    Cundiff.