Exhibit 10.5

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 2nd day of January, 2001, by and between CARDINAL FINANCIAL  CORPORATION,  a
Virginia  corporation with its principal offices at 10555 Main Street,  Fairfax,
Virginia 22030 ("Company"), and Willaim J. Ridenour ("Ridenour"),  an individual
residing at 6119 Queens Brigade Court, Fairfax, Virginia 22030.

                              W I T N E S S E T H:

         WHEREAS,  the Company,  a multi-bank  holding company,  has organized a
centralized credit department, and

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

         NOW, THEREFORE, in consideration of the promises and obligations of the
Company  and  Ridenour  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.  Ridenour shall be employed as Executive Vice President
of the Company after the  effective  date of this  Agreement,  but no later than
January 2, 2001.  Ridenour shall assume the title of Chief Credit Officer of the
Company  and the  Bank  subsidiaries  (the "  Banks")  effective  as of the date
employment. Ridenour shall also continue to serve as Executive Vice President of
the Company.

         1.2.     Duties and Responsibilities. During the period he is Executive
Vice  President of the Company,  Ridenmour  shall  perform such duties as may be
assigned to him consistent with that position.

         As  Chief  Credit  Officer,   Ridenour  will  be  responsible  for  the
supervision of all central credit operations, the development of recommendations
to the  board of  directors  of the Bank  ("Bank  Board")  of  credit  plans and
policies for the Banks,  and shall serve on professional or civic  organizations
to promote  the  interests  of the  Company  if so  directed.  Ridenour  is also
required  to perform  such other  duties  consistent  with his  position  as the
Company Board may direct from time to time.

<PAGE>

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

         1.3.     Other Affairs.  Notwithstanding  anything in this Agreement to
the contrary, Ridenour 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 and do not  unreasonably  interfere  with the
performance of his duties or  responsibilities  as set forth in this  Agreement,
and provided  that Ridenour  shall not engage in any  activities in violation of
Articles 7 and 8 of this  Agreement.  Ridenour may also serve as a member of the
board of directors of other  organizations,  subject to the advance  approval of
the Company's CEO.


                                   ARTICLE 2

                         RELATIONSHIP WITH CEO AND BOARD

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

                  (a)      guarantee  by the  Company  or Banks 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 Banks;

                  (c)      amendment,  change,  extension,  renewal,  waiver, or
modification  of any material  agreement  to which the  Company,  Banks 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 Banks, or
the  Company's  or  Banks'  Articles  of   Incorporation,   By  Laws,  or  other
organizational documents;

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

                  (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 Banks to expend or incur  liability or debt in excess of
the approved Company or Banks budgets for such expenditure.


                                      -2-
<PAGE>

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

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

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

                  (j)      lend money on behalf of the Company or Banks,  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's CEO.

         2.2.     Board Action.  Unless  otherwise  noted  herein,  whenever any
action by the Company's Board is required or permitted under this Agreement, the
Chairman of the  respective  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
applicable  Articles  of  Incorporation  and By Laws,  and such  action  must be
evidenced  in writing  before  being  effective.  Meetings  held by the Board in
accordance  with this  Agreement  may be  conducted  by  teleconference,  and in
executive session.


                                    ARTICLE 3

                            COMPENSATION AND BENEFITS

         3.1.     Salary.  The  Company  agrees to pay  Ridenour,  for  services
rendered  hereunder,  salary at the annual rate of ONE HUNDRED AND TEN  THOUSAND
DOLLARS ($110,000). 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.  Ridenour's  salary may not be
adjusted  downward  at any time  during the term of this  Agreement  without his
express  consent.  Ridenour's  salary may be  adjusted  upward  annually  at the
discretion  of the  Company  Board,  based  upon its  assessment  of  Ridenour's
performance  and  the  Company's  financial  circumstances.   Ridenour  will  be
considered  for his  first  annual  salary  raise  at the  time  of his  initial
performance  review in March 2002,  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-
<PAGE>

         3.2.     General  Expenses.  Ridenour is expected  from time to time to
incur  reasonable  and  necessary  expenses  for  promoting  the business of the
Company,  including  expenses for travel,  entertainment,  and other  activities
associated  with  Ridenour's  duties.  Reasonable  and  necessary  expenses,  as
determined  by  the  Company,  incurred  by  Ridenour  in  connection  with  the
performance of his duties  hereunder  will be reimbursed  provided that Ridenour
follows Company  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  Company  agrees to pay,  or  reimburse,  the
following specific items:

         (i)      Country  club  membership.  The  Company  will pay  Ridenour's
Fairfax Country Club monthly dues,  reasonable  periodic  assessments if any and
reasonable food and entertainment expenses for business purposes.

         (ii)     Mobile  telephone.  The  Company  agrees to  purchase a mobile
phone for Ridenour at its  expense,  which shall remain  Company  property,  and
shall  reimburse  Ridenour 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,
Ridenour will be entitled to participate  in the same manner as other  executive
and managerial  employees of the Company in all retirement,  health and welfare,
and other fringe benefit programs  applicable to other  managerial  employees of
the Company generally which may be authorized,  adopted and amended from time to
time by the Board.  This includes  eligibility  to  participate in the Company's
qualified  retirement  plans as permitted  by the terms of such plans.  Specific
benefits that Ridenour is eligible to receive include:

         (i)      Medical Insurance.  So long as the Company provides health and
dental  insurance,  Ridenour (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 Company.

         (ii)     Long-term  disability.  The Company shall pay Ridenour's  full
premiums for long-term  disability  insurance  coverage,  providing a disability
benefit of up to 60% of Ridenour's  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 Company agrees to provide, at
no cost to  Ridenour,  one  annual  physical  examination  through  a doctor  of
Ridenour's choice.

         (iv)     Life insurance. The Company shall pay Ridenour's premiums, for
his  purchase  of a term life  insurance  policy  providing  a death  benefit of
$500,000, through a carrier selected by the Company.



                                      -4-
<PAGE>

         (v)      Automobile.  The Company will lease an automobile on behalf of
Ridenour,  if he so elects, with monthly payments not to exceed $700, or, in the
alternative,  may provide a monthly transportation  allowance to Ridenour not to
exceed $700.

         (vi)     Vacation.  Ridenour 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  Company's
standard policies.

         (viii)   Other  compensation.  Upon joining the Company  Ridenour  will
receive a non-qualified  stock option grant to purchase 7,000 shares of stock of
the  Company  subject to the terms of such option  agreements  along with a cash
signing  bonus of $15,000,  less  applicable  taxes,  payable with the first pay
cycle after employment.

         3.5.     No Other Compensation. Except as provided in Article 4 hereof,
Ridenour shall receive no  compensation  or remuneration in addition to that set
forth in this  Article 3 for any services by him in any capacity to the Company,
the Banks,  or any  affiliated  corporation.  Nothing  contained  herein  shall,
however,  preclude Ridenour from receiving any additional discretionary bonus or
compensation  specifically  approved in writing  for  Ridenour in advance by the
Company's Board.

         3.6.     Tax Consequences.  Ridenour  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 Company may withhold or deduct to satisfy his tax  liability as permitted by
applicable law.


                                    ARTICLE 4

                        VARIABLE AND EQUITY COMPENSATION

         4.1.     Performance Bonus. Ridenour 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
Company-approved  bonus/performance plan. This maximum bonus opportunity may not
be decreased below 30% of his Salary for the period in question.  Ridenour shall
be  considered  for his initial  Performance  Bonus in March 2002 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 Ridenour shall be considered for
a  non-qualified  stock option grant to buy stock of the Company on the date the
Company  Board  determines  that  he has  achieved  certain  annual  performance
objectives  established under a  Company-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  Company-approved



                                      -5-
<PAGE>

bonus/performance  plan.  This maximum  grant  opportunity  may not be decreased
below 20% of  Ridenour's  Salary for the period in question.  The Company  Board
reserves the right to modify the performance goals established for Ridenour 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  after a
three-year period. Ridenour shall be considered for stock option grants annually
beginning March 2002 except as above,  and each March thereafter for the term of
this Agreement.  The option, if earned,  shall be granted as soon as practicable
after March 1 of each year.


                                    ARTICLE 5

                                  TERM; RENEWAL

         5.1.     Term. The term of this  Agreement,  shall  commence  effective
January 2, 2001 and shall  continue  until  January 2, 2004,  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  2nd , 2004,  the Company  and  Ridneour  agree to discuss
whether to extend the terms of the Agreement for an additional  two-year period,
through  January 2nd,  2006.  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 Company and Ridenour  prior to the expiration of the initial
term.


                                    ARTICLE 6

                              EVENTS OF TERMINATION

         6.1.     Termination by the Company.

         General.  The Company shall have the right to terminate this Agreement,
with or without cause, by at least a two-thirds vote of the Company's  Board, at
any time during the term of this Agreement by giving written notice to Ridenour.
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.



                                      -6-
<PAGE>

                  (a)      Cause  Defined.  For  purposes  of  this  Section  6,
"cause"  shall  mean (i) a  material  breach  by  Ridenour  of any  covenant  or
condition under this  Agreement;  (ii) the commission by Ridenour of any willful
act constituting  dishonesty,  fraud,  immoral or disreputable  conduct which is
harmful  to the  Company  or the  Banks,  or its  reputation;  (iii) any  felony
conviction  of  Ridenour;  (iv) any  willful  act of gross  misconduct  which is
materially and demonstrably  injurious to the Company or the Banks; (v) material
violation by Ridenour of the  Company's  or Banks'  policies as set forth in the
Company's or Banks' personnel  handbooks,  if one has been adopted, or announced
by  Company  or Banks  managements  from  time to time;  (vi)  violation  of the
Company's  or Banks' drug and alcohol  policy as set forth in the  Company's  or
Banks' personnel handbooks,  if one has been adopted, or announced by Company or
Banks  management from time to time; or (vii) any conduct that renders  Ridenour
unsuitable  for duty as determined  by any  regulatory  authority  that oversees
banking  or  financial  institutions.  Prior  to  termination  for  cause  under
subparagraph (i) above,  Ridenour shall be notified of the cause for termination
and given sixty (60) days from the date of such notice to cure his breach.

         6.2.     Termination by Death or Disability of the Employee.

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

                  (b)      Disability.  If  Ridenour  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 Company Board,  this Agreement may be terminated
by the Company,  at its option, by written notice to Ridneour,  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.

         6.3.     Termination by Ridenour. Ridenour may terminate this Agreement
at any time, with or without cause, by giving written notice to the Company. Any
such  termination  shall become  effective on the date specified in such notice,
provided that the Company 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.

         6.4.     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)  Ridneour  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 Company will pay, or
reimburse,  Ridneour's reasonable and necessary business expenses incurred



                                      -7-
<PAGE>

prior to the date this  Agreement  expires or  terminates;  (iii)  Ridenour  may
continue to  participate  in any Company  benefit plans to the extent he remains
eligible to do so; (iv) Ridenour agrees to return his Company-leased  automobile
and mobile  telephone to the  Company;  and (v)  Ridenour  shall  become  solely
responsible for the payment of any all Club dues and expenses thereafter.

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

                  (c)      Special  payments  in the  event of  termination  for
other than "cause." Ridenour also shall be entitled to the following  additional
payments, or rights, if the Agreement is terminated without cause by the Company
for a reason other than  Ridenour's  death or  disability:  (i)  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; (ii) the right to assume his Company  automobile
lease as determined by the Company;  (iii) 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.

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


                                    ARTICLE 7

                                 NONCOMPETITION

         7.1.     Noncompetition.

                  (a)      Ridenour   agrees   that,   during   his   employment
hereunder,  and for a  period  of one  (1)  year  after  the  effective  date of
termination of this Agreement, he will not:

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



                                      -8-
<PAGE>

                           (2)      assist a  Competitor  (as defined  below) of
                  the  Company  or the Banks 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 or Banks' "Business" means the
                  provision  of  banking  and   financial   services  and  other
                  businesses or services that the Company or Banks 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 or Banks' business and
                  that has a facility  within  five (5) miles of the  Company or
                  Banks  or any  banking  institution  owned by the  Company  or
                  Banks.

                           (3)      The term "Compete" means to engage in direct
                  competition  with  the  Company  or  Banks  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  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 Company or Banks.


         (c)      Ridenour  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)      Ridenour  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.





                                      -9-
<PAGE>

                                    ARTICLE 8

                       CONFIDENTIALITY AND NON-DISCLOSURE

         8.1.     Ridenour 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 Banks or is engaged in a business  similar to that of the  Company or
Banks, any trade secrets or other proprietary or confidential information of the
Company  or  Banks  or any  subsidiary  or  affiliate  of the  Company  or Banks
(collectively,  "Proprietary  Information") obtained by Ridneour 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.  Ridneour
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  Banks  and  of its
subsidiaries and affiliates,  and that Ridenour 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.  Ridneour  further  acknowledges  that the Company's or Banks' products and
titles may consist of copyrighted material, and Ridenour 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 Banks.

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

         8.3.     Ridenour   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 Ridneour  shall become  associated  in any capacity  whatsoever of the
provisions  of  Articles 7 and 8, and that the  Company  may give such notice to
such firm, corporation or other person.








                                      -10-
<PAGE>

                                    ARTICLE 9

                                  MISCELLANEOUS

         9.1.     Severability. The Company and Ridenour 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 Company and of Ridneour
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.  Except as provided below,  neither the rights nor
obligations under this Agreement may be assigned by either party, in whole or in
part, by operation of law or otherwise, except that it shall be binding upon and
inure to the benefit of any  successor of the Company and its  subsidiaries  and
affiliates,  whether by merger, reorganization or otherwise, or any purchaser of
all or substantially all of the assets of the Company.

         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 Company, to:

                      L. Burwell Gunn
                      President & CEO
                      Cardinal Financial Corporation
                      10555 Main Street
                      Fairfax, Virginia  22030

         If to Ridenour, to:

                      Mr. William J. Ridenour
                      6119 Queens Bridge Court
                      Fairfax, Virginia 22030



                                      -11-
<PAGE>

         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  Company's  policies  regarding
employees,  the terms of this  Agreement  shall  supersede  the  conflicting  or
inconsistent Company policies. No change, termination or attempted waiver of any
of the provisions of this Agreement shall be binding unless in writing signed by
Ridenour and on behalf of the Company by an officer thereunto duly authorized by
the  Company'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.






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


                                           COMPANY:

                                           CARDINAL FINANCIAL CORPORATION


                                           By: /s/
                                               ---------------------------------

                                           Title:
                                                 -------------------------------



                                      -12-
<PAGE>

                                           EMPLOYEE:


                                           /s/ William J. Ridenour
                                           -------------------------------------
                                           William J. Ridenour


























                                      -13-