Exhibit 10.6


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 12th day of February,  1999, by and between  CARDINAL BANK, N.A., a Virginia
corporation with its principal offices at 10641 Lee Highway,  Fairfax,  Virginia
22030 ("Bank"),  and F. KEVIN REYNOLDS  ("Reynolds"),  an individual residing at
2683 Linda Marie Drive, Oakton, Virginia 22124.

                              W I T N E S S E T H:

         WHEREAS,  Cardinal Financial Corporation,  a multi-bank holding company
("Company"),  has organized and chartered a national bank  subsidiary,  known as
Cardinal Bank, N.A.; and

         WHEREAS, Reynolds has been retained to provide services in an executive
capacity for the Bank and the Company and the parties desire to memorialize  the
terms and conditions of Reynolds' continuing employment; and

         NOW, THEREFORE, in consideration of the promises and obligations of the
Bank  and  Reynolds   under  this   Agreement,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                                    ARTICLE 1
                               SCOPE OF EMPLOYMENT

         1.1.     Title.  Reynolds has been employed as Executive Vice President
of the Company since January 19, 1998,  and as Executive  Vice  President of the
Bank since June 8, 1998.  Reynolds shall assume the title of President and Chief
Executive Officer of the Bank effective as of the date all necessary  regulatory
approvals are obtained  allowing  Reynolds to serve in that  position.  Reynolds
shall continue as Executive Vice President of the Company.

         1.2.     Duties and  Responsibilities.  As Executive  Vice President of
the Company and Executive  Vice  President of the Bank,  Reynolds  shall perform
such duties as may be assigned to him consistent with those positions.

         Upon  becoming  President  and  Chief  Executive  Officer  of the Bank,
Reynolds will be responsible  for the  supervision of all Bank  operations,  the
development  of  recommendations  to the board of  directors  of the Bank ("Bank
Board") of plans and policies for the Bank, and shall serve on  professional  or
civic  organizations  to promote the interests of the Bank if so directed by the
Bank Board.  Reynolds is also  required to perform such other duties  consistent
with his position as the Bank Board may direct from time to time. The Bank Board
may, in its sole discretion,  increase, lessen, or limit the specific duties and
responsibilities  of Reynolds.  During the term of his  employment,  Reynolds is
required  to devote  his full  time,  attention,  and  efforts,  with  undivided
loyalty,  to the  business  of the Bank and the  Company  and shall use his best
efforts to promote their interests.


<PAGE>

         Reynolds'  principal  office shall be at a location  determined  by the
President and CEO of the Company.

         1.3.     Failure to Obtain Regulatory  Approval.  In the event Reynolds
does not receive  regulatory  approval to hold the position of President and CEO
of the Bank, the Bank may offer him employment in another senior-level  position
with the Bank or another  banking  subsidiary  of the  Company,  but is under no
obligation to do so. If Reynolds accepts  employment by the Bank in an alternate
position,  Reynolds and the Bank agree to  negotiate in good faith  regarding an
equitable compensation and benefits package based on the position he holds.

         1.4.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary, Reynolds may engage in charitable and community affairs and manage
his personal  investments,  provided that such  activities are not  inconsistent
with the purposes of the Company or the Bank and do not  unreasonably  interfere
with the  performance  of his  duties or  responsibilities  as set forth in this
Agreement,  and provided  that  Reynolds  shall not engage in any  activities in
violation  of Articles 7 and 8 of this  Agreement.  Reynolds may also serve as a
member of the board of directors of other organizations,  subject to the advance
approval of the Company CEO.


                                    ARTICLE 2
                             RELATIONSHIP WITH BOARD

         2.1.     Significant Actions.  Unless otherwise  specifically permitted
by Company or Bank policy,  Reynolds  agrees not to undertake,  or authorize any
other  employee  of the  Company  or Bank  to  undertake,  any of the  following
actions,  except  with the prior  written  consent  of the  Bank's  Board or the
Board's  designee,  which  consent  may  be  withheld  in the  Board's  absolute
discretion,  or as authorized by the  Company's CEO in certain  instances  noted
below:

                  (a)      guarantee  by the  Company  or Bank of any  loans  or
indebtedness of any kind;

                  (b)      acquisition  or  disposition  of  stock,  securities,
properties,  or material assets of any corporation,  company, or other entity by
the Company or Bank;

                  (c)      amendment,  change,  extension,  renewal,  waiver, or
modification  of any  material  agreement  to which the  Company,  Bank or their
affiliates  are or may be a party,  or any rights or  obligations of the parties
under any of the foregoing;

                  (d)      change  corporate  purpose of the Company or Bank, or
the  Company's  or  Bank's   Articles  of   Incorporation,   ByLaws,   or  other
organizational documents;

                  (e)      sale, assignment,  pledge,  mortgage,  encumbrance or
other transfer  affecting assets or real or personal  property of the Company or
Bank except in the ordinary course of business;

                                      -2-
<PAGE>

                  (f)      enter into any contract or  commitment,  or series of
contracts or commitments, written or oral, which singularly or in the aggregate,
requires  the Company or Bank to expend or incur  liability or debt in excess of
the approved Company or Bank budgets for such expenditure.

                  (g)      compromise or settle any material  claim  asserted by
or against the Company or Bank;

                  (h)      change  the  Company's  or  Bank's  certified  public
accountants, law firms, or other professionals currently retained or utilized by
the Company or Bank;

                  (i)      change  location of the  principal  office,  or other
facilities of the Company or Bank;

                  (j)      lend money on behalf of the  Company or Bank,  except
routine transactions in the ordinary course of business; or

                  (k)      add  a  position  or  personnel  function,   hire  an
officer, or terminate Company employees without the prior consent of the Company
CEO.

         2.2.     Board Action.  Unless  otherwise  noted  herein,  whenever any
action by the Bank Board is  required or  permitted  under this  Agreement,  the
Chairman of the Board, or his designee,  may decide and take such action without
approval or  involvement  of the full Board or a majority  of the Board.  To the
extent  required,  a vote of the full Board shall occur at a meeting duly called
and held with a quorum acting  throughout in accordance with the Bank's Articles
of Incorporation and ByLaws, and such action must be evidenced in writing before
being  effective.  Meetings held by such Board in accordance with this Agreement
may be conducted by teleconference, and in executive session.


                                    ARTICLE 3
                            COMPENSATION AND BENEFITS

         3.1.     Salary. The Bank agrees to pay Reynolds, for services rendered
hereunder, salary at the annual rate of ONE HUNDRED THOUSAND DOLLARS ($100,000).
Such salary shall be payable in equal periodic installments, not less frequently
than  monthly,  less any sums which may be  required  to be deducted or withheld
under the provisions of law.  Reynolds'  salary may not be adjusted  downward at
any  time  during  the  term of this  Agreement  without  his  express  consent.
Reynolds'  salary may be adjusted  upward annually at the discretion of the Bank
Board, based upon the Board's assessment of Reynolds' performance and the Bank's
financial circumstances. Reynolds will be considered for his first annual salary
raise at the time of his initial  performance  review in March 1999, and will be
considered for further raises at each one-year anniversary thereafter during the
term  of  this  Agreement.  As  referred  to  hereinafter,  "Salary"  means  the
compensation described in this Section 3.1.

         3.2.     General  Expenses.  Reynolds is expected  from time to time to
incur reasonable and necessary  expenses for promoting the business of the Bank,
including expenses for travel, 


                                      -3-
<PAGE>

entertainment, and other activities associated with Reynolds' duties. Reasonable
and  necessary  expenses,  as  determined  by the Bank,  incurred by Reynolds in
connection  with the  performance  of his duties  hereunder  will be  reimbursed
provided that Reynolds  follows Bank  procedures for the  reimbursement  of such
expenses, including submission of reasonably detailed verification of the nature
and amount of such expenses.

         3.3.     Special   Expenses.   In  addition  to  the  general  expenses
authorized by Section 3.2, the Bank agrees to pay, or  reimburse,  the following
specific items:

         (i) Country club dues.  The Bank agrees to pay Reynolds'  monthly dues,
and reasonable food and entertainment expenses for business purposes at Westwood
Country Club ("Club").

         (ii) Mobile  telephone.  The Bank agrees to purchase a mobile phone for
Reynolds at its expense,  which shall remain Bank property,  and shall reimburse
Reynolds for  reasonable  and necessary  fees and charges  related to the use of
such phone for business purposes.

         3.4.     Benefits.  Except as  otherwise  provided  in this  Agreement,
Reynolds will be entitled to participate  in the same manner as other  executive
and managerial employees in all retirement, health and welfare, and other fringe
benefit programs applicable to other managerial  employees of the Bank generally
which  may be  authorized,  adopted  and  amended  from time to time by the Bank
Board.  This  includes  eligibility  to  participate  in  the  Bank's  qualified
retirement plans as permitted by the terms of such plans. Specific benefits that
Reynolds is eligible to receive include:

         (i) Medical  Insurance.  So long as the Bank provides health and dental
insurance, Reynolds (and his eligible family members) shall have the opportunity
to  participate  in the same manner and on the same terms as other  officers and
employees of the Bank.

         (ii) Long-term  disability.  The Bank shall pay Reynolds' full premiums
for long-term disability  insurance coverage,  providing a disability benefit of
up to 60% of Reynolds' salary (as defined by the applicable plan or policy),  so
long as the Company offers group long-term disability insurance coverage for its
employees.

         (iii) Annual physical  examination.  The Bank agrees to provide,  at no
cost to Reynolds,  one annual physical examination through a doctor of Reynolds'
choice.

         (iv) Life  insurance.  The Bank shall pay  Reynolds'  premiums  for his
purchase of a term life insurance policy, providing a death benefit of $500,000,
through a Bank-approved carrier.

         (v)  Automobile.  The Bank agrees to pay Reynolds $600 per month, as an
automobile or personal transportation allowance.

         (vi)  Vacation.  Reynolds  shall be entitled  to receive  four weeks of
vacation  leave  each  calendar  year.  Provisions  regarding  the  accrual  and
carry-over of any unused  vacation time will be governed by the Bank's  standard
policies.

         3.5.     No Other Compensation. Except as provided in Article 4 hereof,
Reynolds shall receive no  compensation  or remuneration in addition to that set
forth in this  Article 3 for any services 


                                      -4-
<PAGE>

by him in any capacity to the Company, the Bank, or any affiliated  corporation.
Nothing  contained herein shall,  however,  preclude Reynolds from receiving any
additional discretionary bonus or compensation  specifically approved in writing
for Reynolds in advance by the Bank's Board.

         3.6.     Tax Consequences.  Reynolds  acknowledges  that, to the extent
the value of any of the benefits provided to him under this Article 3 constitute
taxable income to him, he shall be responsible for the payment of such taxes and
the Bank may  withhold or deduct to satisfy his tax  liability  as  permitted by
applicable law.



                                    ARTICLE 4
                        VARIABLE AND EQUITY COMPENSATION

         4.1.     Performance Bonus. Reynolds shall be considered annually for a
cash bonus, up to, but not to exceed, thirty percent (30%) of his annual Salary,
based on the  attainment  of certain  performance  objectives  established  in a
Bank-approved  bonus/performance plan. This maximum bonus opportunity may not be
decreased below 30% of his Salary for the period in question.  Reynolds shall be
considered  for his  initial  Performance  Bonus  in March  1999 and each  March
thereafter for the term of this Agreement. If awarded, payment of the bonus will
occur as soon as practicable after March 1 of each year.

         4.2.     Stock Option Grant. Each year Reynolds shall be considered for
a  non-qualified  stock option grant to buy stock of the Company on the date the
Bank Board determines that he has achieved certain annual performance objectives
established under a Bank-approved  bonus/performance plan. This grant will be up
to, but will not exceed twenty percent (20%) of his annual Salary,  based on the
attainment of certain  performance  objectives  established  in a  Bank-approved
bonus/performance  plan.  This maximum  grant  opportunity  may not be decreased
below 20% of  Reynolds'  Salary  for the  period  in  question.  The Bank  Board
reserves the right to modify the performance goals established for Reynolds from
year to year.  The other  specific  terms and  conditions  of the option will be
memorialized  in a separate stock option  agreement,  executed by the parties on
the date of grant of the option. The parties agree generally,  however, that the
exercise  price of the option shall be the fair market value of the stock on the
date of grant,  and that the option  will vest and become  exercisable  in equal
installment  over a  three-year  period.  Reynolds  shall be  considered  for an
initial  stock option grant in March 1999 and each March  hereafter for the term
of  this  Agreement.  The  option,  if  earned,  shall  be  granted  as  soon as
practicable after March 1 of each year.


                                      -5-
<PAGE>

                                    ARTICLE 5
                                  TERM; RENEWAL

         5.1.     Term.  Reynolds'  employment  pursuant to this Agreement shall
commence on February 12, 1999 and shall  continue  until  January 15,  2001,  at
which time this  Agreement  shall expire unless  extended as provided in Section
5.2, or unless earlier terminated under Article 6.

         5.2.     Renewal.  Before the  expiration  of the initial  term of this
Agreement on January 15, 2001, the Bank and Reynolds agree to discuss whether to
extend the terms of the  Agreement for an additional  two-year  period,  through
January 15, 2003.  Neither party is under any  obligation to renew or extend the
terms  of this  Agreement.  There  shall  be no  extension  or  renewal  of this
Agreement  (except  Articles 7 and 8, each of which shall  continue in effect as
provided  in this  Agreement,  unless  and  until  modified  in  writing  by the
parties),  by operation of law or otherwise  unless by the written  agreement or
consent of both the Bank and  Reynolds  prior to the  expiration  of the initial
term.

                                    ARTICLE 6
                              EVENTS OF TERMINATION

         6.1.     Termination for Failure to Obtain Regulatory Approval.  If the
applicable regulatory authorities refuse the necessary approvals for Reynolds to
serve as President  and CEO of the Bank,  or otherwise  substantially  limit the
scope of duties he may perform in that capacity,  this Agreement shall terminate
automatically and be of no further legal force or effect.

         6.2.     Termination by the Bank.

                  (a)      General.  The Bank shall have the right to  terminate
         this Agreement, with or without cause, by at least a two-thirds vote of
         the Bank's  Board,  at any time  during the term of this  Agreement  by
         giving  written  notice  to  Reynolds.  The  termination  shall  become
         effective on the date specified in the notice,  which  termination date
         shall not be a date prior to the date fourteen (14) days  following the
         date of the notice of termination itself.

                  (b)      Cause  Defined.  For  purposes  of  this  Section  6,
         "cause" shall mean (i) a material breach by Reynolds of any covenant or
         condition under this Agreement;  (ii) the commission by Reynolds of any
         willful act  constituting  dishonesty,  fraud,  immoral or disreputable
         conduct which is harmful to the Company or the Bank, or its reputation;
         (iii) any felony conviction of Reynolds;  (iv) any willful act of gross
         misconduct  which  is  materially  and  demonstrably  injurious  to the
         Company  or  the  Bank;  (v)  material  violation  by  Reynolds  of the
         Company's or Bank's policies as set forth in the personnel handbook, if
         one has been adopted,  or announced by Company or Bank  management from
         time to time;  (vi)  violation  of the  Company's  or  Bank's  drug and
         alcohol policy as set forth in the personnel handbook,  if one has been
         adopted,  or announced by Company or Bank management from time to time;
         or (vii) any  conduct  that  renders  Reynolds  unsuitable  for duty as
         determined  by  any  regulatory  authority  that  oversees  banking  or
         financial   institutions.   Prior  to   termination   for  cause  under
         subparagraph  (i) above, 


                                      -6-
<PAGE>

         Reynolds shall be notified of the cause for termination and given sixty
         (60) days from the date of such notice to cure his breach

         6.3.     Termination by Death or Disability of the Employee.

                  (a)      General.  In the event of Reynolds'  death during the
         term of this Agreement,  all obligations of the parties hereunder shall
         terminate immediately.

                  (b)      Disability.  If  Reynolds  is unable to  perform  his
         duties hereunder, with or without any reasonable accommodation (if such
         accommodation is legally  required),  due to mental,  physical or other
         disability for a period of ninety (90)  consecutive days in any 180-day
         period,  as determined in good faith by the Bank Board,  this Agreement
         may be  terminated  by the Bank,  at its option,  by written  notice to
         Reynolds,  effective on the termination  date specified in such notice,
         provided  that such  termination  date shall not be a date prior to the
         date of the notice of termination itself.

         6.4.     Termination by Reynolds. Reynolds may terminate this Agreement
at any time,  with or without  cause,  by giving written notice to the Bank. Any
such  termination  shall become  effective on the date specified in such notice,
provided that the Bank may elect to have such termination  become effective on a
date after, but not more than, fourteen (14) days after the date of the notice.

         6.5.     Effect of Expiration or Termination.

                  (a)      General.  In the event this  Agreement  expires or is
         terminated  for any reason,  then both parties'  obligations  hereunder
         shall  immediately  cease  (including  any  right to  compensation  and
         benefits  under  Articles 3 and 4),  except  that:  (i) Reynolds or his
         estate or  personal  representative  shall be  entitled  to receive the
         Salary owed to him through the  effective  date of such  expiration  or
         termination; (ii) the Bank will pay, or reimburse, Reynolds' reasonable
         and  necessary  business  expenses  incurred  prior  to the  date  this
         Agreement  expires  or  terminates;  (iii)  Reynolds  may  continue  to
         participate in any Bank benefit plans to the extent he remains eligible
         to do so; (iv)  Reynolds  agrees to return his mobile  telephone to the
         Bank; and (v) Reynolds shall become solely  responsible for the payment
         of any outstanding Club dues and expenses thereafter.

                  (b)      Treatment of Performance Bonus.  Notwithstanding  the
         above,  if this  Agreement  expires by its terms pursuant to Article 5,
         Reynolds  shall  receive  any  Performance  Bonus he has earned for the
         period at issue.  Additionally,  if the  Agreement is terminated by the
         Bank for any  reason  other than cause  (including  Reynolds'  death or
         disability), Reynolds may be considered for his Performance Bonus, on a
         pro-rata  basis,  in the  sole  discretion  of  the  Bank  Board.  Such
         Performance  Bonus will not be available  to Reynolds if he  terminates
         the Agreement or if the Bank terminates the Agreement for cause.

                  (c)      Special  payments  in the  event of  termination  for
         other than  "cause".  Reynolds  also shall be entitled to the following
         additional payments,  or rights, if the Agreement is terminated without
         cause  by  the  Bank  for  a  reason  other  than  Reynolds'  death  or
         disability: (i)


                                      -7-
<PAGE>

         severance  in an  amount  equal to his  annual  base  Salary,  less any
         applicable deductions or withholding, by a lump-sum payment made within
         thirty  (30) days of the  Agreement's  termination  date;  and (ii) the
         right,  for a 90-day period after the date of termination,  to exercise
         the option under the stock option agreement referenced in Paragraph 4.2
         to the  extent  the  option  is  exercisable  (vested)  at the  time of
         termination.  The option will not  continue to vest with respect to any
         additional shares during this 90-day period.

         6.6.     Cooperation.  Following any termination,  Reynolds shall fully
cooperate  with  the  Bank  in all  matters  related  to the  handing  over  and
transitioning  of his  pending  work to  other  employees  of the Bank as may be
designated by the Bank's Board.


                                    ARTICLE 7
                                 NONCOMPETITION

         7.1.     Noncompetition.

                  (a)      Reynolds   agrees   that,   during   his   employment
hereunder,  and for a period  of six (6)  months  after  the  effective  date of
termination of this Agreement, he will not:

                           (1)      Compete (as defined  below) with the Company
                  or Bank; or


                           (2)      assist a  Competitor  (as defined  below) of
                  the Company or Bank by providing  consulting or other advisory
                  services to that Competitor.


                  (b)      The following  terms, as used in this Article 7 shall
have the meanings set forth below:

                           (1)      The  Company's and Bank's  "Business"  means
                  the  provisions  of banking and  financial  services and other
                  businesses  or services that the Company or Bank may establish
                  from time to time during the term of this Agreement.

                           (2)      The  term   "Competitor"   means  any  firm,
                  corporation   or   entity   that  is   engaged   in   business
                  substantially  similar to the Company's  Business that: (i) is
                  in the  process of starting  up  operations  or which has been
                  chartered and  operating  for fewer than five (5) years;  (ii)
                  has assets of five hundred million dollars  ($500,000,000)  or
                  less;  and (iii) has a facility  within  five (5) miles of the
                  Company  or  Bank  or any  banking  institution  owned  by the
                  Company.

                           (3)      The term "Compete" means to engage in direct
                  competition  with  the  Company  or  Bank  by  serving  as  an
                  employee, consultant,  officer, director, proprietor, partner,
                  stockholder or other  security  holder (other than a holder of
                  securities  of a corporation  listed on a national  securities
                  exchange or the  securities of which are  regularly  traded in
                  the over-the-counter  market, provided that the Employee at no
                  time  owns in excess of 1% of the  outstanding  securities  of
                  such 


                                      -8-
<PAGE>

                  corporation  entitled to vote for the election of directors or
                  other  than of a  corporation  in  which  the  Employee  makes
                  passive   investments   through  a  venture  fund  or  similar
                  investment vehicle) of any firm, corporation or entity that is
                  a Competitor of the Bank or the Company.

                  (c)      Reynolds further  acknowledges that this Article 7 is
an  independent  covenant  within this  Agreement,  and that this covenant shall
survive any  termination  of  Agreement  and shall be treated as an  independent
covenant for the purposes of enforcement.

                  (d)      Reynolds shall, during the term of this Agreement and
thereafter,  notify any prospective employer of the terms and conditions of this
Agreement regarding confidentiality, nondisclosure and noncompetition.

                                    ARTICLE 8
                       CONFIDENTIALITY AND NON-DISCLOSURE

         8.1.     Reynolds shall hold in strict confidence and shall not, either
during the term of this  Agreement or after the  termination  hereof,  disclose,
directly or indirectly,  to any third party, person, firm,  corporation or other
entity,  irrespective  of whether such person or entity is a  competitor  of the
Company or Bank or is engaged  in a business  similar to that of the  Company or
Bank, any trade secrets or other proprietary or confidential  information of the
Company  or  Bank  or any  subsidiary  or  affiliate  of  the  Company  or  Bank
(collectively,  "Proprietary  Information") obtained by Reynolds from or through
his  employment  hereunder.  Such  Proprietary  Information  includes but is not
limited to  marketing  plans,  product  plans,  business  strategies,  financial
information,  forecasts,  personnel  information  and customer  lists.  Reynolds
hereby acknowledges and agrees that all Proprietary  Information  referred to in
this Article 8 shall not be used for any purpose other than his duties hereunder
and  shall  be  deemed  trade  secrets  of the  Company  or  Bank  and of  their
subsidiaries and affiliates,  and that Reynolds shall take such steps, undertake
such  actions and refrain  from  taking such other  actions,  as mandated by the
provisions  hereof and by the  provisions  of the Virginia  Uniform Trade Secret
Act.  Reynolds  further  acknowledges  that the Company's or Bank's products and
titles may consist of copyrighted material, and Reynolds shall exercise his best
efforts to prevent the use of such copyrighted  material by any person or entity
which has not prior  thereto  been  authorized  to use such  information  by the
Company or Bank.

         8.2.     Reynolds  further  hereby  agrees  and  acknowledges  that any
disclosure of any Proprietary  Information  prohibited  herein, or any breach of
the provisions of Articles 7 or 8 of this  Agreement,  may result in irreparable
injury  and  damage  to the  Company  or  Bank  which  will  not  be  adequately
compensable in monetary damages, that the Company and Bank will have no adequate
remedy  at  law  therefor,  and  that  the  Company  or  Bank  may  obtain  such
preliminary, temporary or permanent mandatory or restraining injunctions, orders
or decrees as may be  necessary to protect the Company and Bank  against,  or on
account of, any breach by Reynolds of the provisions contained in Articles 7 and
8.

                                      -9-
<PAGE>

         8.3.     Reynolds   further  agrees  that,  upon  termination  of  this
Agreement,  whether  voluntary or involuntary or with or without cause, he shall
notify any new  employer,  partner,  associate or any other firm or  corporation
with whom Reynolds  shall become  associated  in any capacity  whatsoever of the
provisions  of  Articles  7 and 8, and that the  Company  or Bank may give  such
notice to such firm, corporation or other person.


                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1.     Severability.  The Bank and Reynolds  recognize  that the laws
and public  policies  of the  Commonwealth  of  Virginia  are subject to varying
interpretations and change. It is the intention of the Bank and of Reynolds that
the  provisions  of this  Agreement  shall be  enforced  to the  fullest  extent
permissible  under  the laws  and  public  policies  of  Virginia,  but that the
unenforceability  (or  the  modification  to  conform  to such  laws  or  public
policies) of any provision or provisions hereof shall not render  unenforceable,
or impair,  the remainder of this Agreement.  Accordingly,  if any provisions of
this  Agreement  shall be determined to be invalid or  unenforceable,  either in
whole or in part, this Agreement shall be deemed amended to delete or modify, as
necessary,  the offending  provision or  provisions  and to alter the balance of
this Agreement in order to render it valid and enforceable.

         9.2.     Assignment.  The rights and  obligations  under this Agreement
may be  assigned  by the  Bank,  in  whole or in part,  by  operation  of law or
otherwise,  and those rights and obligations  shall be binding upon and inure to
the benefit of any successor of the Bank and its  subsidiaries  and  affiliates,
whether by merger,  reorganization  or  otherwise,  or any  purchaser  of all or
substantially all of the assets of the Bank. No rights or obligations under this
Agreement may be assigned by Reynolds.

         9.3.     Notices.   Any  notice  expressly   provided  for  under  this
Agreement  shall be in writing,  shall be given  either  manually or by mail and
shall be deemed  sufficiently  given when  actually  received by the party to be
notified or when  mailed,  if mailed by certified or  registered  mail,  postage
prepaid,  addressed to such party at their addresses as set forth below.  Either
party  may,  by notice to the other  party,  given in the  manner  provided  for
herein, change their address for receiving such notices.

         If to the Bank, to:

                           L. Burwell Gunn
                           President & CEO
                           Cardinal Financial Corporation
                           10641 Lee Highway
                           Fairfax, Virginia  22030

         If to Reynolds, to:

                                      -10-
<PAGE>

                           Mr. F. Kevin Reynolds
                           2683 Linda Marie Drive
                           Oakton, Virginia  22124

         9.4.     Governing Law. This Agreement shall be executed, construed and
performed in accordance with the laws of the  Commonwealth  of Virginia  without
reference to conflict of laws  principles.  The parties agree that the venue for
any dispute  hereunder  will be the state or federal  courts sitting in Virginia
and the parties hereby agree to the exclusive jurisdiction thereof.

         9.5.     Headings. The section headings contained in this Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.

         9.6.     Entire Agreement;  Amendments.  This Agreement constitutes and
embodies the entire agreement between the parties in connection with the subject
matter  hereof  and  supersedes  all prior and  contemporaneous  agreements  and
understandings  in connection with such subject matter. No covenant or condition
not  expressed in this  Agreement  shall  affect or be  effective to  interpret,
change or restrict this Agreement.  In the event of a conflict or  inconsistency
between the terms of this Agreement and the Bank's policies regarding employees,
the terms of this Agreement shall supersede the conflicting or inconsistent Bank
policies. No change, termination or attempted waiver of any of the provisions of
this  Agreement  shall be binding  unless in writing  signed by Reynolds  and on
behalf of the Bank by an officer  thereunto duly  authorized by the Bank's Board
of Directors. No modification,  waiver,  termination,  rescission,  discharge or
cancellation  of this  Agreement  shall affect the right of any party to enforce
any other provision or to exercise any right or remedy in the event of any other
default.


                                      -11-
<PAGE>



                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.



                                        COMPANY:

                                        CARDINAL FINANCIAL CORPORATION


                                        By: 
                                               --------------------------------
                                        Title:
                                               --------------------------------

                                        EMPLOYEE:


                                        --------------------------------   
                                        F. Kevin Reynolds




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