**Exhibit10.2**

** **

**CARDINALFINANCIAL CORPORATION**

 

**NON-EMPLOYEEDIRECTORS**

**DEFERREDINCOME PLAN**

 

 

EffectiveJanuary 1, 2005

Amendedand Restated Effective February 25, 2009

 

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CardinalFinancial Corporation

NonEmployee Directors Deferred Income Plan

Amendedand Restated Effective February 25, 2009

 

**TABLEOF CONTENTS**

 
| **ARTICLE I**   | **INTRODUCTION**                                            |   | 1      |
|-----------------|-------------------------------------------------------------|--------|--------|
| ** **      | ** **                                                  |   |   |
| 1.1             | Name                                                        |   | 1      |
| 1.2             | Purpose                                                     |   | 1      |
| 1.3             | Interpretation                                              |   | 1      |
|            |                                                        |   |   |
| **ARTICLE II**  | **DEFINITIONS**                                             |   | 2      |
| ** **      | ** **                                                  |   |   |
| 2.1             | Generally                                                   |   | 2      |
| 2.2             | Account                                                     |   | 2      |
| 2.3             | Balance                                                     |   | 2      |
| 2.4             | Board  of Directors                                         |   | 3      |
| 2.5             | Change  of Control                                          |   | 3      |
| 2.6             | Code                                                        |   | 3      |
| 2.7             | Committee                                                   |   | 3      |
| 2.8             | Company                                                     |   | 3      |
| 2.9             | Contributions                                               |   | 3      |
| 2.10            | Custodian                                                   |   | 3      |
| 2.11            | Deemed  Earnings                                            |   | 4      |
| 2.12            | Deemed  Crediting Options                                   |   | 4      |
| 2.13            | Deferral  Election Form                                     |   | 4      |
| 2.14            | Designated  Beneficiary                                     |   | 4      |
| 2.15            | Disability                                                  |   | 4      |
| 2.16            | Effective  Date                                             |   | 5      |
| 2.17            | ERISA                                                       |   | 5      |
| 2.18            | Matching  Contribution                                      |   | 5      |
| 2.19            | Matching  Contribution Account                              |   | 5      |
| 2.20            | Non  Employee Director                                      |   | 5      |
| 2.21            | Participant                                                 |   | 5      |
| 2.22            | Participant  Deferral                                       |   | 5      |
| 2.23            | Participant  Deferral Account                               |   | 6      |
| 2.24            | Plan  Year                                                  |   | 6      |
| 2.25            | Retainer  and/or Meeting Fees                               |   | 6      |
| 2.26            | Separation  from Service                                    |   | 6      |
| 2.27            | Unforeseeable  Emergency                                    |   | 6      |
| 2.28            | Valuation  Date                                             |   | 6      |
|            |                                                        |   |   |
| **ARTICLE III** | **ELIGIBILITY &  PARTICIPATION**                   |   | 7      |
| ** **      | ** **                                                  |   |   |
| 3.1             | Eligibility  Requirements                                   |   | 7      |
|            |                                                        |   |   |
| **ARTICLE IV**  | **ELECTIONS, DEFERRALS &  MATCHING CONTRIBUITONS** |   | 7      |
| ** **      | ** **                                                  |   |   |
| 4.1             | Participant  Election to Defer Compensation                 |   | 7      |
| 4.2             | Irrevocability,  New Participants                           |   | 8      |
| 4.3             | Irrevocable  Elections                                      |   | 8      |
|                 |                                                             |        |        |  |

 

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| 4.4              | Matching  Contributions                                          |   | 8      |
|------------------|------------------------------------------------------------------|--------|--------|
|             |                                                             |   |   |
| **ARTICLE V**    | **ACCOUNTS & ACCOUNT  CREDITING**                       |   | 8      |
| ** **       | ** **                                                       |   |   |
| 5.1              | Establishment  of a Participant’s Account                   |   | 8      |
| 5.2              | Deemed  Crediting Options                                        |   | 9      |
| 5.3              | Allocation  of Account Among Deemed Crediting Options            |   | 10     |
| 5.4              | Valuation  and Risk of Decrease in Value                         |   | 11     |
| 5.5              | Limited  Function of Committee                                   |   | 11     |
|             |                                                             |   |   |
| **ARTICLE VI**   | **VESTING**                                                      |   | 11     |
| ** **       | ** **                                                       |   |   |
| 6.1              | Vesting  of Participant Deferrals                                |   | 11     |
| 6.2              | Vesting  of Matching Contributions                               |   | 11     |
|             |                                                             |   |   |
| **ARTICLE VII**  | **DISTRIBUTIONS**                                                |   | 11     |
| ** **       | ** **                                                       |   |   |
| 7.1              | Distributions  Generally                                         |   | 11     |
| 7.2              | Distributions                                                    |   | 12     |
| 7.3              | Timing  and Method of Payment for Distributions                  |   | 13     |
| 7.4              | Distributions  Resulting from Unforeseeable Emergency            |   | 15     |
| 7.5              | Distributions  of Small Accounts                                 |   | 15     |
|             |                                                             |   |   |
| **ARTICLE VIII** | **ADMINISTRATION &  CLAIMS PROCEDURES**                 |   | 16     |
| ** **       | ** **                                                       |   |   |
| 8.1              | Duties  of the Committee                                         |   | 16     |
| 8.2              | Organization  of the Committee                                   |   | 16     |
| 8.3              | Limitation  of Liability                                         |   | 17     |
| 8.4              | Committee  Reliance on Records and Reports                       |   | 17     |
| 8.5              | Costs  of the Plan                                               |   | 17     |
| 8.6              | Claims  Procedure                                                |   | 18     |
| 8.7              | Litigation                                                       |   | 18     |
|             |                                                             |   |   |
| **ARTICLE IX**   | **AMENDMENT,  TERMINATION & REORGANIZATION**            |   | 19     |
| ** **       | ** **                                                       |   |   |
| 9.1              | Amendment                                                        |   | 19     |
| 9.2              | Amendment  Required By Law                                       |   | 19     |
| 9.3              | Termination                                                      |   | 19     |
| 9.4              | Consolidation/Merger                                             |   | 19     |
|             |                                                             |   |   |
| **ARTICLE X**    | **GENERAL PROVISIONS**                                           |   | 20     |
| ** **       | ** **                                                       |   |   |
| 10.1             | Applicable  Law                                                  |   | 20     |
| 10.2             | Benefits  Not Transferable or Assignable                         |   | 20     |
| 10.3             | Not  a Retainer Contract                                         |   | 21     |
| 10.4             | Notices                                                          |   | 21     |
| 10.5             | Severability                                                     |   | 21     |
| 10.6             | Participant  is General Creditor with No Rights to Assets        |   | 22     |
| 10.7             | No  Trust Relationship Created                                   |   | 23     |
| 10.8             | Limitations  on Liability of the Company                         |   | 23     |
| 10.9             | Plan  Establishes Agreement Between Company and Participant Only |   | 23     |
| 10.10            | Independence  of Benefits                                        |   | 23     |
|                  |                                                                  |        |        |  |

 

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| 10.11 | Unclaimed  Property                     |   | 23 |
|-------|-----------------------------------------|--------|----|
| 10.12 | Required  Tax Withholding and Reporting |   | 24 |

 

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** **

**ARTICLEI**

**INTRODUCTION**

 

**1.1****                              ****Name**

 

The name of this Plan is the CardinalFinancial Corporation Non-Employee Directors Deferred Income Plan (thePlan).  The Plan was adopted effective January 1,2005.  The Plan was amended and restatedeffective April 21, 2006, and further amended and restated as set forthherein effective January 1, 2008.

 

**1.2****                              ****Purpose**

 

This plan is established for the members ofCardinal Financial Corporation’s Board of Directors.  The purpose of the Plan is to offerParticipants the opportunity to defer voluntarily current Compensation forretirement income and other significant future financial needs for themselves,their families and other dependents.

 

**1.3****                              ****Interpretation**

 

A.                                   Throughout thePlan, certain words and phrases have meanings, which are specifically definedfor purposes of the Plan.  These wordsand phrases can be identified in that the first letter of the word or words inthe phrase is capitalized.  Thedefinitions of these words and phrases are set forth in Article II andelsewhere in the Plan document.  Whereverappropriate, pronouns of any gender shall be deemed synonymous, as shallsingular and plural pronouns.  Headingsof Articles and Sections are for convenience or reference only, and are not tobe considered in the construction or interpretation of the Plan.  The Plan shall be interpreted andadministered to give effect to its purpose in Section 1.2 and to qualifyas a nonqualified, unfunded plan of deferred compensation.

 

B.                                     Any benefit,payment or other right provided by the Plan shall be provided or made in amanner, and at such time, in such form and subject to such election procedures(if any), as complies with the applicable requirements of Code section 409A toavoid a plan failure described in Code section 409A(a)(1), including withoutlimitation, deferring payment until the occurrence of a specified payment eventdescribed in Code section 409A(a)(2). Notwithstanding any other provision hereof or document pertaininghereto, the Plan shall be construed, interpreted and administered to meet theapplicable requirements of Code section 409A and Treasury Regulationsthereunder to avoid a plan failure described in Code section 409A(a)(1).

 

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C.                                     It isspecifically intended that all elections, consents and modifications theretounder the Plan will comply with the requirements of Code section 409A(including any transition or grandfather rules thereunder).  The Company is authorized to adopt rules orregulations deemed necessary or appropriate in connection therewith to anticipateand/or comply the requirements of Code section 409A (including any transitionor grandfather rules thereunder) and to declare any election, consent ormodification thereto void if non-compliant with Code section 409A.

 

D.                                    Pursuant to Section 3.02of Internal Revenue Notice 2006-79 and Section 3.01(B)(1).02 of InternalRevenue Notice 2007-86 (collectively, the “Transition Relief”), the Companyshall permit Participants to modify their existing deferral elections under thePlan to reflect new deferral elections regarding the time and form of paymentof benefits under the Plan to the extent permitted by, and in accordance with,the Transition Relief and Article 7.4 G of the Plan.

 

**ARTICLEII**

**DEFINITIONS**

 

**2.1****                              ****Generally**

 

Certain words and phrases are defined whenfirst used in later paragraphs of this Plan. Unless the context clearly indicates otherwise, the following words andphrases when used in this Plan shall have the following respective meanings:

 

**2.2****                              ****Account**

 

“Account” shall mean the interest of a Participantin the Plan as represented by the hypothetical bookkeeping entries kept by theCompany for each Participant.  EachParticipant’s interest may be divided into one or more separate accounts orsub-accounts, including the Participant Deferral Account and the MatchingContribution Account, which reflect not only the Contributions into the Plan,but also gains and losses, and income and expenses allocated thereto, as wellas distributions or any other withdrawals. The value of these accounts or sub-accounts shall be determined as ofthe applicable Valuation Date.  Theexistence of an account or bookkeeping entries for a Participant (or hisDesignated Beneficiary) does not create, suggest or imply that a Participant,Designated Beneficiary, or other person claiming through them under this Plan,has a beneficial interest in any asset of the Company.

 

**2.3****                              ****Balance**

 

“Balance” shall mean the total ofContributions and Deemed Earnings credited to a Participant’s Account under Article V,as adjusted for distributions or other withdrawals in accordance with the termsof this Plan and the standard bookkeeping rules established by theCompany.

 

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**2.4****                              ****Boardof Directors**

 

“Board of Directors” or “Board” shall mean theBoard of Directors of the Company.

 

**2.5****                              ****Changeof Control**

 

“Change of Control” shall mean (i) thedate that any one person, or more than one person, acting as a group, acquiresownership of stock of the Company that, together with stock held by such personor group constitutes more than 50% of the total fair market value or totalvoting power of the stock of the Company; or (ii) the date that any oneperson, or more than one person, acting as a group, acquires assets from theCompany that have a total gross fair market value equal to or more than 50% ofthe total gross fair market value of all the assets of the Company immediatelybefore such acquisition.  This definitionshall be interpreted in a manner that is consistent with Treasury Regulationsection 1.409A-3(i)(5).

 

**2.6****                              ****Code**

 

“Code” shall mean the Internal Revenue Codeof 1986 and the Regulations thereto, as amended from time to time.

 

**2.7****                              ****Committee**

 

“Committee” shall mean the CompensationCommittee of the Company’s Board of Directors, or such other committee to whomthe Board or Compensation Committee delegates the duty of determiningParticipant eligibility or other administrative duties under the Plan.

 

**2.8****                              ****Company**

 

“Company” shall mean Cardinal FinancialCorporation, its designated subsidiaries, and any corporate successors andassigns, unless otherwise provided herein.

 

**2.9****                              ****Contributions**

 

“Contributions” shall mean the total ofParticipant Deferrals and Matching Contributions pursuant to Article IV,which represent each Participant’s credits to his Account.

 

**2.10****                       ****Custodian**

 

“Custodian” shall mean the Committee’s choiceof financial institution or designated person or persons that have charge orcustody of the assets and records of the plan and responsibility for theoverall recordkeeping for the plan participants.

 

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**2.11****                       ****DeemedEarnings**

 

“Deemed Earnings” shall mean the gains andlosses (realized and unrealized), and income and expenses credited or debitedto Contributions based upon the Deemed Crediting Options in a Participant’sAccount as of any Valuation Date.

 

**2.12****                       ****DeemedCrediting Options**

 

“Deemed Crediting Options” shall mean thehypothetical options made available to Plan Participants by the Company for thepurposes of determining the proper crediting of gains and losses, and incomeand expenses to each Participant’s Account, subject to procedures andrequirements established by the Committee. A Participant may reallocate his Account among such Deemed CreditingOptions periodically at such frequency and upon such terms as the Committee maydetermine from time to time.

 

**2.13****                       ****DeferralElection Form**

 

“Deferral Election Form” or “Annual DeferralElection Form” shall mean that written agreement of a Participant.  The Deferral Election Form shall be insuch form or forms as may be prescribed by the Committee, filed annually withthe Company, according to procedures and at such times as established by theCommittee.  Among other information theCommittee may require of the Participant for proper administration of the Plan,such agreement shall establish the Participant’s election to defer Compensationfor a Plan Year under the Plan; the amount of the deferral into the Plan forthe Plan Year; the Participant’s elections as to distribution of his Account; theallocation of his Accounts among the Deemed Crediting Options provided underthe Plan; and the Designated Beneficiary. “Deferral Election Form” shall also include a form on which specialelections are made pursuant to the Transition Relief under Code Section 409Aduring 2008.

 

**2.14****                       ****DesignatedBeneficiary**

 

“Designated Beneficiary” or “Beneficiary”shall mean the person, persons or trust specifically named to be a direct orcontingent recipient of all or a portion of a Participant’s benefits under thePlan in the event of the Participant’s death prior to the distribution of hisfull Account Balance.  Such designationof a recipient or recipients may be made and amended, at the Participant’sdiscretion, on the Deferral Election Form and according to proceduresestablished by the Committee.  Nobeneficiary designation or change of Beneficiary shall become effective untilreceived and acknowledged by the Committee. In the event a Participant does not have a beneficiary properlydesignated, the beneficiary under this Plan shall be the Participant’s estate.

 

**2.15****                       ****Disability**

 

“Disability” shall mean that a Participant (i) isunable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can be expected to result indeath or can be expected to last for a continuous period of not less thantwelve months, or (ii) is, by reason of any medically determinablephysical or mental impairment 

 

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which can be expected to result in death orcan be expected to last for a continuous period of not less than twelve months,receiving income replacement benefits for a period of not less than threemonths under an accident and health plan covering employees of the Participant’sCompany.

 

**2.16****                       ****EffectiveDate**

 

“Effective Date” of the Plan is January 1,2005.  The Effective Date of the amendedand restated Plan is January 1, 2008.

 

**2.17****                       ****ERISA**

 

“ERISA” shall mean the Employee RetirementIncome Security Act of 1974, as amended from time to time.

 

**2.18****                       ****MatchingContribution**

 

“Matching Contribution” shall mean an amountcredited to a Participant’s Account in accordance with Article 4.4.

 

**2.19****                       ****MatchingContribution Account**

 

“Matching Contribution Account” shall meanthat portion of a Participant’s Account established to record MatchingContributions on behalf of a Participant. Matching Contributions shall be deemed to be invested in the Companystock, and a Participant shall not be permitted to elect a different DeemedCrediting Option for such Matching Contributions.

 

**2.20****                       ****Non-EmployeeDirector**

 

“Non-Employee Director” shall mean a memberof the Board who is not an employee of the Company.

 

**2.21****                       ****Participant**

 

“Participant” shall mean a Non-EmployeeDirector who participates in the Plan under Article III; a formerNon-Employee Director who has participated in the Plan and continues to beentitled to a benefit (in the form of an undistributed Account Balance) underthe Plan.

 

**2.22****                       ****ParticipantDeferral**

 

“Participant Deferral” shall mean voluntaryParticipant deferral amounts, which could have been received currently but forthe election to defer and are credited to his Account for later distribution,subject to the terms of the Plan.

 

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**2.23****                       ****ParticipantDeferral Account**

 

“Participant Deferral Account” shall meanthat portion of a Participant’s Account established to record ParticipantDeferrals on behalf of a Participant.

 

**2.24****                       ****PlanYear**

 

“Plan Year” shall mean the twelve (12)consecutive month period constituting a calendar year, beginning on January 1and ending on December 31.  However,in any partial year of the Plan that does not begin on January 1, “PlanYear” shall also mean the remaining partial year ending on December 31.

 

**2.25****                       ****Retainerand/or Meeting Fees**

 

“Retainer and/or Meeting Fees” means, for agiven Plan Year, a Participant’s annual retainer and meeting fees received fromthe Company for services performed during that Plan Year.

 

**2.26****                       ****Separationfrom Service**

 

“Separation from Service” means aParticipant’s separation from service as a director of the Company within themeaning of Treasury Regulations under Code Section 409A, other than fordeath or Disability.

 

**2.27****                       ****UnforeseeableEmergency**

 

“Unforeseeable emergency” shall mean a severefinancial hardship to the Participant, the Participant’s spouse, or a dependent(as defined in Section 152(a) of the Code) of the participant, lossof the Participant’s property due to casualty, or other similar extraordinaryand unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant.

 

**2.28****                       ****ValuationDate**

 

“Valuation Date” shall mean each businessday, or such other date(s) as established and amended from time to time byguidelines and procedures of the Committee in its sole and exclusivediscretion.

 

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** **

**ARTICLEIII**

**ELIGIBILITY &PARTICIPATION**

 

**3.1****                              ****EligibilityRequirements**

 

Each Non-Employee Director shall become aParticipant under the Plan by filing the written Election Form describedin Article IV below, or by such other procedure, including electroniccommunications, as the Committee may prescribe, with the Committee with respectto the Retainer and/or Meeting Fees payable to the Non-Employee Director for hisservices as a member of the Board.

 

**ARTICLEIV**

**ELECTIONS,DEFERRALS & MATCHING CONTRIBUTIONS**

 

**4.1****                              ****ParticipantElection to Defer Compensation**

 

A.                                   Prior to December 31or an earlier date set by the Committee, a Participant may elect to deferCompensation for services to be performed in the next following Plan Year bythe execution and timely filing, and the Committee’s acceptance of, a DeferralElection Form in such form and according to such procedures as theCommittee may prescribe from time to time. Each such Deferral Election Form shall be effective for the PlanYear to which the Deferral Election Form pertains.

 

B.                                     EachParticipant may elect to defer receipt of his entire Retainer and/or MeetingFees until his service on the Board terminates for any reason and have the cashvalue of such Retainer/Meeting Fees credited to the Participant Accountestablished for him under the Plan, pursuant to the provisions of Article Vbelow.

 

C.                                     On each suchDeferral Election Form, a Participant shall indicate the amount of his or herParticipant Deferral; designate and allocate such Participant Deferral in oramong the elective distribution Account option(s); and, allocate such Accountsamong the various Deemed Crediting Options; provided, however, that Matching Contributionsand earnings thereon must remain in the Company stock Deemed CreditingOption.  Each Deferral Election Form shallalso permit a Participant to elect to receive a distribution of the portion ofhis or her Account attributable to Participant Deferrals elected on thatDeferral Election Form in the event of a Change of Control.  The Deferral Election Form may alsorequest other information, such as a Participant’s Designated Beneficiary, asmay be required or useful for the administration of the Plan.

 

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**4.2****                              ****Irrevocability,New Participants**

 

Any Election Form delivered by aParticipant shall be irrevocable with respect to any Retainer and/or MeetingFees covered by the elections set forth therein after the last date for makingan effective election for such Retainer and/or Meeting Fees in accordance withCode section 409A, or after any earlier date prescribed by the Committee.

 

Notwithstanding the provisions of paragraphimmediately above, an election made by a Participant in the calendar year inwhich he first becomes eligible to participate in the Plan may be made pursuantto an Election Form delivered to the Committee within 30 days afterthe date on which he initially becomes eligible to participate, and suchElection Form shall be effective with respect to Retainers and MeetingFees earned from the date such Election Form is delivered to the Committeethrough the end of that calendar year.

 

**4.3****                              ****IrrevocableElections**

 

An election in a Deferral Election Form todefer Compensation for a Plan Year, once made by a Participant, shall beirrevocable.  The Committee, however, mayreduce or eliminate Participant Deferrals upon granting a Participant’s requestfor a distribution based upon an Unforeseeable Emergency.

 

**4.4****                              ****MatchingContributions**

 

The Company may, but shallnot be required to, provide a deemed match, in such amounts as it may determinefrom time to time, to the Participant Account. Such Matching Contributions, if any, shall be credited to the MatchingContribution Account of the Participant’s Account and shall be subject to thevesting requirements set forth in Section 6.2.  Such Matching Contributions shall not exceedthe greatest of 50% of the Participant’s deferral or $10,000 annually.  Such Matching Contributions shall be creditedon the Valuation Date(s) determined by the Company in its sole discretion.

 

**ARTICLEV**

**ACCOUNTS &ACCOUNT CREDITING**

 

**5.1****                              ****Establishmentof a Participant’s Account**

 

**A.****                                   ****BookkeepingAccount.** The Committee shall cause a deemed bookkeepingAccount and appropriate sub-accounts, based upon the primary electivedistribution option(s) to be established and maintained in the name ofeach Participant, according to his annual Deferral Election Form for thePlan Year.  This Account shall reflectthe amount of Participant Deferrals, Matching Contributions and Deemed Earningscredited on behalf of each Participant under this Plan. The existence of anaccount or bookkeeping entries for a Participant (or his DesignatedBeneficiary) does not create, suggest or imply that a Participant, 

 

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Designated Beneficiary, orother person claiming through them under this Plan, has a beneficial interestin any asset of the Company.

 

**B.****                                   ****BookkeepingActivity.**  ParticipantDeferrals shall be credited to a Participant’s Account on the business day theywould otherwise have been made available as cash to the Participant.  Matching Contributions shall be credited to aParticipant’s Account on the Valuation Date(s) the Company designates, inits sole discretion.  Deemed Earningsshall be credited or debited to each Participant’s Account, as well as anydistributions and any other withdrawals under this Plan, as of each ValuationDate.  Accounts shall continue to becredited and debited with earnings and losses on each Valuation Date throughthe first to occur of (i) the last day of the payroll period in whichParticipant Separates from Service or (ii) such earlier date asestablished by the Committee with respect to amounts subject to a distributionon a Change of Control.  Notwithstandingthe foregoing, the portion of an Account allocated to the Company Stock DeemedCrediting Option shall continue to be credited and debited with earnings andlosses on each Valuation Date until such portion is fully distributed under theterms of the Plan.

 

**5.2****                              ****DeemedCrediting Options**

 

**A.****                                   ****General.**  The Committee shall establish a portfolio oftwo or more Deemed Crediting Options, among which a Participant may allocateamounts credited to his Account, which are subject to Participant directionunder this Plan.  The Committee reservesthe right, in its sole and exclusive discretion, to substitute, eliminate andotherwise change this portfolio of Deemed Crediting Options, as well as theright to establish rules and procedures for the selection and offering ofthese Deemed Crediting Options. Notwithstanding any other provision of this Plan, amounts allocated tothe Company Stock Deemed Crediting Option may not be reallocated, on or after February 25,2009, to another Deemed Crediting Option.

 

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**B.****           ****Company Stock Deemed Crediting.** One of the Deemed Crediting Options shall be Company Stock.  A Participant’s election shall specify thepercentage of his Account (in any whole percentage) to be deemed to be investedin any Deemed Crediting Option; provided, however, that a Participant’sMatching Contribution Account must be fully allocated to the Company StockDeemed Crediting Option and provided, further, no portion of a Participant’sAccount allocated to the Company Stock Deemed Crediting Option may bereallocated, on or after February 25, 2009, to another Deemed CreditingOption.   Amounts credited to this optionshall be deemed to be invested in shares of common stock of the Company.  A Participant’s Account will be credited withdeemed distributions if and when dividends are declared and paid with respectto Company common stock, and such deemed dividends will be deemed to have beenreinvested in Company common stock as of the first business day following thedeemed payment.  Fair market value of Companycommon stock means, as of any day, the average of the closing prices of salesof shares of common stock on all national securities exchanges on which thecommon stock may be listed.  If therehave been no sales on such day, the average of the highest bid and lowest askedprices on all such exchanges at the end of such day shall be used.  If such common stock is not listed on anynational exchange, then the average of the representative bid and asked pricesquoted in the National Association of Securities Dealers, Inc.  Automated Quotation System for such date orthe next preceding date that the common stock was traded on such market shallbe used.

 

**5.3****         ****Allocation of Account Among Deemed CreditingOptions**

 

A.            Each Participant shall elect the manner in which hisAccount is divided among the Deemed Crediting Options by giving allocationwritten instructions in a Deferral Election Form supplied by and filedwith the Committee, or by such other procedure, including electroniccommunications, as the Committee may prescribe. A Participant’s election shall specify the percentage of his Account (inany whole percentage) to be deemed to be invested in any Deemed CreditingOption; provided, however, that a Participant Matching Contribution Accountmust be fully allocated to the Company Stock Deemed Crediting Option andprovided, further, no portion of a Participant’s Account allocated to theCompany stock Deemed Crediting Option may be reallocated, on or after February 25,2009, to another Deemed Crediting Option. Such election shall remain in effectuntil a new election is made.

 

B.            Amounts credited to a Participant’s Account shall bedeemed to be invested in accordance with the most recent effective DeemedCrediting Option election.  As of theeffective date of any new Deemed Crediting Option election, all or a portion ofthe Participant’s Account shall be reallocated among the designated DeemedCrediting Options and according to the percentages specified in the newinstructions, until and unless subsequent instructions shall be filed andbecome effective.  If the Custodianreceives a Deemed Crediting Option election, which is unclear, incomplete orimproper, the Deemed Crediting Option election then in effect shall remain in effectuntil the subsequent instruction is clarified, completed or otherwise madeacceptable to the Custodian.  Theeffective date of a Deemed 

 

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Crediting Option electionshall be the date such election is implemented by the Custodian.  Such election shall be implemented the day aclear and complete election is received and accepted by the Custodian.

 

**5.4****         ****Valuation and Risk of Decrease in Value**

 

The Participant’s Accountwill be valued on the applicable Valuation Date at fair market value.  On such date, Deemed Earnings will beallocated to each Participant’s Account. Each Participant and Designated Beneficiary assumes the risk inconnection with any decrease in the fair market value of his Account.

 

**5.5****         ****Limited Function of Committee**

 

By deferring compensationpursuant to the Plan, each Participant hereby agrees that the Company andCommittee are in no way responsible for or guarantor of the investment resultsof the Participant’s Account.  TheCommittee shall have no duty to review, or to advise the Participant on, theinvestment of the Participant’s Account; and in fact, shall not review oradvise the Participant thereon. Furthermore, the Committee shall have no power to direct the investmentof the Participant’s Account other than promptly to carry out the Participant’sdeemed investment instructions when properly completed and transmitted to theCommittee and accepted according to its rules and procedures.

 

**ARTICLEVI**

**VESTING**

 

**6.1****         ****Vesting of Participant Deferrals**

 

A Participant shall be fullyvested at all times in Participant Deferrals, as well as Deemed Earnings uponParticipant Deferrals, credited to his Participant Deferral Account.

 

**6.2****         ****Vesting of Matching Contributions**

 

A Participant shall vestin Matching Contributions immediately.

 

**ARTICLEVII**

**DISTRIBUTIONS**

 

**7.1****         ****Distributions Generally**

 

A Participant’s Accountshall be distributed only in accordance with the provisions of this Article VII.  Distributions from the Plan shall be made incash; provided, however, that to the extent that all or a portion of aParticipant’s Account is deemed to be invested in common stock of CardinalFinancial Corporation (“Common Stock”), such amounts shall be paid in shares ofCommon Stock in an amount equal to the number of whole shares of Common Stock creditedto 

 

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the Participant’s Accountas of the date of distribution.  Anyfractional share shall be paid in cash.

 

**7.2****         ****Distributions**

 

A Participant shallbecome entitled to receive a distribution from his Account at such time ortimes and by such method of payment as elected and specified in theParticipant’s applicable annual Deferral Election Form, and/or as may bemandated by the provisions of this Article VII based upon the followingdistribution options:

 

**A.****           ****Distribution upon Separation fromService.**  If a Participant elects in his annualDeferral Election Form, he can receive upon his Separation from Service withthe Company a distribution of the portion of his Account attributable tocontributions deferred on such Deferral Election Form (*i.e.*, Participant Deferrals and any related MatchingContributions and Deemed Earnings), which shall be distributed according to themethod of payment elected in his applicable Deferral Election Form.  The election is made on an annual basis,applies only to the Participant’s current Plan Year contributions, isirrevocable and is payable according to the method of payment elected in theParticipant’s applicable annual Deferral Election Form.  If the Participant dies while receivinginstallment payments, his Designated Beneficiary shall continue to receive theremaining installments.  If subsequently,the Designated Beneficiary dies, any remaining installments will be paid to theDesignated Beneficiary’s estate.

 

**B.****           ****Distribution on a Specific Date.** If a Participant elects in his annual Deferral Election Form, he canreceive, as soon as three (3) years after the end of the deferral PlanYear, a distribution of the portion of the Participant’s Account attributableto contributions deferred on such Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings), which shall be distributed according to themethod of payment elected in his applicable Deferral Election Form.  The election is made on an annual basis,applies only to the Participant’s current Plan Year contributions, isirrevocable and is payable according to the method of payment elected in theParticipant’s applicable annual Deferral Election Form.  If the Participant dies while receivingIn-Service installment payments, his Designated Beneficiary shall continue toreceive the remaining installments.  Ifsubsequently, the Designated Beneficiary dies; any remaining installments willbe paid to the Designated Beneficiary’s estate.

 

**C.****           ****Change of Control Distribution.** If a Participant shall so elect in his annual Deferral Election Form,the portion of a Participant’s Account attributable to contributions deferredon such Deferral Election Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings) shall be 

 

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distributed to him as setforth in Section 7.3 C upon the occurrence of a Change of Control.

 

**D.****           ****Distribution upon Participant’sDeath.**  If a Participant dies while serving as aNon-Employee Director, the portion of his Account attributable to contributionsdeferred on a Deferral Election Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings) shall be valued as of the Valuation Date next following his date ofdeath and shall be distributed in lump sum or installments, as designated onsuch Deferral Election Form, to his Designated Beneficiary within (orcommencing within) sixty (60) days of the date of death; provided, however,that this sentence shall not apply if distribution of such portion of theParticipant’s Account has commenced prior to the Participant’s death.

 

**E.****            ****Distribution upon Participant’sDisability.**  If a Participant is determined by theCommittee to be Disabled, the portion of such Participant’s Accountattributable to contributions deferred on a Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be valued as of the Valuation Datenext following such Disability determination and shall be distributed in a lumpsum or installments, as designated in his Deferral Election Form, within (orcommencing within) sixty (60) days of the Disability determination.

 

**F.****            ****Distribution without ApplicableElection.**  If a Participant experiences a Separationfrom Service and distribution of all or a portion of his Account is notgoverned by an applicable Deferral Election Form, his Account or such portionshall be distributed to him in a lump sum within sixty (60) days after suchSeparation from Service.

 

**7.3****         ****Timing and Method of Payment for Distributions**

 

**A.****           ****Distribution upon Separation fromService.**  At the election of a Participant in theapplicable Deferral Election Form, a Participant may receive a distributionupon Separation from Service in a lump sum or in payments of up to ten (10) annualinstallments (10 years) with the first installment to begin within ten (10) daysof the first business day on or after January 1 in the calendar yearfollowing the Participant’s date of Retirement and each subsequent installmentto be paid thereafter within ten (10) days of the first business day on orafter January 1 of each calendar year until the Account has been fullydistributed

 

**B.****           ****Distribution on a Specific Date.** At the election of a Participant in the applicable Deferral ElectionForm, a specific distribution date may be selected for payment, which date maybe as soon as three (3) years after the end of the deferral PlanYear.  Distribution will be either in theform of a lump-sum, occurring no later than thirty (30) days following thedistribution date elected on the Deferral 

 

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Election Form, or in upto ten (10) annual installment payments beginning with the first businessday on or after the distribution commencement date selected by the Participantin his annual Deferral Election Form and continuing to be paid thereafterwithin ten (10) days of the anniversary of the distribution date of eachcalendar year until the applicable portion of the Participant’s Account hasbeen fully distributed.  A Participant’sAccount shall be valued as of such distribution (or distribution commencement)date elected on the Deferral Election Form.

 

**C.****           ****Change of Control.** If so elected by the Participant in the applicable Deferral ElectionForm, a distribution of the portion of a Participant’s Account attributable todeferral elections made on such Deferral Election Form (*i.e.*, Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be made to him, according to themethod of payment elected in his applicable Deferral Election Form, in theevent of a Change of Control.  Suchdistribution shall override any other Participant election(s) (*e.g.*, Retirement, Specified Date) for distribution of thatportion of Participant’s Account if distribution has not yet commenced on thedate of the Change of Control.  If suchan overriding election is made, amounts will be distributed, or begin to bedistributed, within 60 days of the date of the Change of Control.  Notwithstanding the foregoing provision, nodistribution shall be made to any Participant until the earliest date and uponsuch conditions as may be set forth under Treasury Regulations issued pursuantto Code Section 409A.  AParticipant’s Account shall be valued as of such effective date of the Changeof Control.  If no such election was madeby the Participant in his Annual Deferral Election Form, his distributionelection(s) will not be overridden.

 

**D.****           ****Installment Payments.** In any distribution in which a Participant has elected or will receivedistribution in periodic installments, the amount of each periodic installmentshall be determined by applying a formula to the Account in which the numeratoris the number one and the denominator is the number of remaining installmentsto be paid.  For example, if aParticipant elects ten (10) annual installments for a Retirementdistribution, the first payment will be 1/10 of the Account, the second will be1/9, the third will be 1/8; the fourth will be 1/7 and so on until the Accountis entirely distributed.

 

**E.****            ****Failure to Designate a Method ofPayment.**  In any situation in which the Committee isunable to determine the method of payment because of incomplete, unclear, oruncertain instructions in a Participant’s Deferral Election Form, theParticipant will be deemed to have elected a lump sum distribution.

 

**F.****            ****Subsequent Elections.**  AParticipant who has made a Specific Date distribution or a Separation fromService distribution election may make one or more subsequent elections topostpone the distribution date or to change the form of payment to another formpermitted by the Plan and in accordance with Code Section 409A.  Such Subsequent Election shall be made inwriting in such form as 

 

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is acceptable to theCommittee or by such other procedure, including electronic communications, asthe Committee may prescribe and (i) is made at least twelve months priorto the original distribution date (in the case of an Specified Datedistribution election); (ii) provides for an effective date at leasttwelve months following the Subsequent Election; and (iii) postpones thecommencement of payment for a period of not less than five years from theprevious distribution date.

 

**G.****           ****2008 Transition Elections.** Pursuant to the Transition Relief, a Participant may make a specialdistribution election in 2008 that shall override any prior election.  Such special election shall not be effectiveto the extent it would (i) cause an amount not otherwise payable in 2008to become payable in 2008 or (ii) defer an amount scheduled to be paid in2008 into a future year.  Such specialelection shall be made in accordance with the terms and distribution choicesset forth under Section 7.3, and such election may apply to all or aportion of the Participant’s Account attributable to amounts deferred for 2008or earlier years (“pre-2009 Account”). Such special election shall occur in accordance with proceduresestablished by the Committee and shall be irrevocable when submitted to theCommittee.

 

**7.4****         ****Distributions Resulting from UnforeseeableEmergency**

 

A Participant may requestthat all or a portion of his Account be distributed at any time prior toseparation from service from the Company by submitting a written request to theCommittee, in such form or by such other procedure, including electroniccommunications, as the Committee may prescribe, provided that the Participanthas incurred an Unforeseeable Emergency, and the distribution is necessary toalleviate such Unforeseeable Emergency.

 

Such distribution shallbe limited to an amount that does not exceed the amount necessary to satisfysuch emergency, plus amounts necessary to pay taxes reasonably anticipated as aresult of the distribution, after taking into account the extent to which suchhardship is or may be relieved through reimbursement or compensation byinsurance or otherwise or by liquidation of the Participant’s assets (to theextent the liquidation of such assets would not itself cause severe financialhardship).  Such distribution shall bemade as soon as administratively practicable, but no later than sixty (60) daysfollowing the Committee’s determination of an Unforeseeable Emergency.  Valuation date shall be the same day as theday of receipt of the written request by the Custodian in such form or by suchother procedure, including electronic communications, as the Committee mayprescribe.  The Balance not distributedfrom the Participant’s Account shall remain in the Plan.

 

**7.5****         ****Distributions of Small Accounts**

 

If at any time the valueof the Participant’s Account is less than the applicable dollar amount underCode section 402(g)(1)(B) (or such other greater or lesser amount as maybe permitted under Code section 409A and Treasury Regulations thereunder), theCommittee, in its sole and 

 

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exclusive discretion, maymake a distribution in lump sum of the value of the entire Account.  If the value of a Participant’s Account iszero upon the Valuation Date of any distribution, the Participant shall bedeemed to have received a distribution of such Account and his participation inthe Plan terminates.  A distributionunder this Section 7.6 shall be carried out in accordance with Codesection 409A and Treasury Regulations thereunder, including the requirementthat the distribution results in termination and liquidation of a Participant’sinterest in all plans required to be aggregated for purposes of Code section409A; and the requirement that the Committee evidence the exercise of itsdiscretion in writing no later than the date of the payment.

 

**ARTICLEVIII**

**ADMINISTRATION &CLAIMS PROCEDURE**

 

**8.1****         ****Duties of the Committee**

 

The Committee shall beresponsible for the general operation and administration of the Plan, and shallhave such powers as are necessary to discharge its duties under the Plan,including, without limitation, the following:

 

A.            With the advice of the general counsel of the Company,to construe and interpret the Plan, to decide all questions of eligibility, todetermine the amount, manner and time of payment of any benefits hereunder, ineach case in its discretion, to prescribe rules and procedures to befollowed by Participants and their beneficiaries under the Plan, and tootherwise carry out the purposes of the Plan; and

 

B.            To appoint or employ individuals to assist in theadministration of the Plan and any other agents deemed advisable.

 

C.            All decisions of the Committee shall be binding andconclusive upon all Participants, beneficiaries and other persons.

 

**8.2****         ****Organization of the Committee**

 

The Committee shall actby a majority of its members at the time in office.  Committee action may be taken either by avote at a meeting or by written consent without a meeting.  The Committee may authorize any one or moreof its members to execute any document or documents on behalf of the Committee.  The Committee shall notify the Company, inwriting, of such authorization and the name or names of its member or membersso designated in such cases.  The Companythereafter shall accept and rely on any documents executed by said member ofthe Committee or members as representing action by the Committee until theCommittee shall file with the Company a written revocation of suchdesignation.  With the permission of theCompany, the Committee may employ and appropriately compensate accountants,legal counsel, benefit specialists, actuaries, plan administrators and recordkeepers and any other persons as it deems necessary or desirable in connectionwith the administration 

 

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and maintenance of thePlan.  Such professionals and advisorsshall not be considered members of the Committee for any purpose.

 

**8.3****         ****Limitation of Liability**

 

A.            No member of the Board of Directors, no officer orEmployee of the Company, nor the Company shall be liable to any Employee,Participant, Designated Beneficiary or any other person for any action taken oract of omission in connection with the administration or operation of this Planunless attributable to his own fraud or willful misconduct.  Nor shall the Company be liable to anyEmployee, Participant, Designated Beneficiary or any other person for any suchaction taken or act of omission unless attributable to fraud, gross negligenceor willful misconduct on the part of a director, officer or Employee of theCompany.  Moreover, each Participant, DesignatedBeneficiary, and any other person claiming a right to payment under the Planshall only be entitled to look to the Company for payment, and shall not havethe right, claim or demand against the Committee (or any member thereof), anydirector, officer or Employee of the Company.

 

B.            To the fullest extent permitted by the law and subjectto the Company’s Certificate of Incorporation and By-laws, the Company shallindemnify the Committee, each of its members, and the Company’s officers andDirectors (and any Employee involved in carrying out the functions of theCompany under the Plan) for part or all expenses, costs, or liabilities arisingout of the performance of duties required by the terms of the Plan, except forthose expenses, costs, or liabilities arising out of a member’s fraud, willfulmisconduct or gross negligence.

 

**8.4****         ****Committee Reliance on Records and Reports**

 

The Committee shall beentitled to rely upon certificates, reports, and opinions provided by anaccountant, tax or pension advisor, actuary or legal counsel employed by theCompany or Committee.  The Committeeshall keep a record of all its proceedings and acts, and shall keep all suchbooks of account, records, and other data as may be necessary for the properadministration of the Plan.  Theregularly kept records of the Committee and the Company shall be conclusiveevidence of the service of a Participant, Compensation, age, marital status,status as an Employee, and all other matters contained therein and relevant tothis Plan.  The Committee, in any of itsdealings with Participants hereunder, may conclusively rely on any DeferralElection Form, written statement, representation, or documents made or providedby such Participants.

 

**8.5****         ****Costs of the Plan**

 

All the costs andexpenses for maintaining the administration and operation of the Plan shall beborne by the Company unless the Company shall give notice (that PlanParticipants bear this expense, in whole or in part) to: (a) EligibleParticipants at the time they become a Participant by completion and filing ofa Deferral Election Form; or (b) to existing Participants during annual re

 

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enrollment.  Such notice shall detail the administrativeexpense to be assessed a Plan Participant, how that expense will be assessed andallocated to the Participant Accounts, and any other important informationconcerning the imposition of this administrative expense.  This administration charge, if any, shalloperate as a reduction to the bookkeeping Account of a Participant or his designatedBeneficiary, and in the absence of specification otherwise shall reduce theAccount, and be charged annually during the month of January.

 

**8.6****         ****Claims Procedure**

 

**A.****           ****Claim.** Benefits shall be paid in accordance with the terms of this Plan, asinterpreted and determined by the Committee in its sole discretion.  A Participant, Designated Beneficiary or anyperson who believes that he is being denied a benefit to which he is entitledunder the Plan (hereinafter referred to as a “Claimant”) may file a writtenrequest in such form or by such other procedure, including electroniccommunications, as the Committee may prescribe, for such benefit with theCommittee setting forth his claim.

 

The Committee shall be responsible for decidingwhether such claim is within the scope provided by the Plan (a “Covered Claim”)and for providing full and fair review of the decision with respect to suchclaim.  In addition, the Company shallprovide a full and fair review to the extent required by ERISA.  No Claimant shall be entitled to a benefithereunder unless the Committee determines in its sole discretion that he or sheis entitled to it.

 

Each Claimant or other interested person shall filewith the Committee such pertinent information as the Committee may specify, andin such manner and form as the Committee may specify and provide, and suchperson shall not have any rights or be entitled to any benefits or furtherbenefits hereunder, as the case may be, unless such information is filed by theClaimant or on behalf of the Claimant. Each Claimant shall supply at such times and in such manner as may berequired, written proof that the benefit is covered under the Plan.  If it is determined that a Claimant has notincurred a Covered Claim or if the Claimant shall fail to furnish such proof asis requested, no benefits or no further benefits hereunder, as the case may be,shall be payable to such Claimant.

 

**B.****           ****Claim Decision.** For all purposes under the Plan, the Committee’s decision with respectto a claim if no review is requested and the decision with respect to a claimif review is requested shall be final, binding and conclusive on all interestedparties as to matters relating to the Plan.

 

**8.8****         ****Litigation**

 

It shall only benecessary to join the Company as a party in any action or judicial proceedingaffecting the Plan.  No Participant orDesignated Beneficiary or any other person claiming under the Plan shall beentitled to service of process or notice of such action or proceeding, exceptas 

 

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may be expressly requiredby law.  Any final judgment in suchaction or proceeding shall be binding on all Participants, DesignatedBeneficiaries or persons claiming under the Plan.

 

**ARTICLEIX**

**AMENDMENT,TERMINATION & REORGANIZATION**

 

**9.1****         ****Amendment**

 

The Company reserves theright to amend the Plan, by resolution of the Company, to the extent permittedunder the Code and ERISA.  However, noamendment to the Plan shall be effective to the extent that it has the effectof decreasing a Participant’s (or Designated Beneficiary’s) accrued benefitprior to the date of the amendment.  TheCompany may act through its Board of Directors, or the Board of Directors maydelegate its authority to amend the Plan to the Committee.

 

**9.2****         ****Amendment Required By Law**

 

Notwithstanding Section 9.1,the Plan may be amended at any time, if in the opinion of the Company, suchamendment is necessary to ensure the Plan is treated as a nonqualified plan ofdeferred compensation under the Code and ERISA, or to bring it into conformancewith the Code or Treasury or SEC regulations or requirements for suchplans.  This includes the right to amendthis Plan, so that any Trust, if applicable, created in conjunction with thisPlan, will be treated as a grantor Trust under Sections 671 through 679 of theCode, and to otherwise conform the Plan provisions and such Trust, ifapplicable, to the requirements of any applicable law.

 

**9.3****         ****Termination**

 

The Company intends tocontinue the Plan indefinitely.  However,the Company by action of its Board of Directors reserves the right to terminatethe Plan at any time.  However, no suchtermination shall deprive any participant or Designated Beneficiary of a rightaccrued under the Plan prior to the date of termination.  Any such termination shall be carried out inaccordance with Code Section 409A and Treasury Regulations thereunder.

 

**9.4****         ****Consolidation/Merger**

 

The Company shall notenter into any consolidation or merger without the guarantee and assurance ofthe successor or surviving company or companies to the obligations containedunder the Plan.  Should suchconsolidation or merger occur, the term “Company” as defined and used in thisPlan shall refer to the successor or surviving company.

 

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**ARTICLE X**

**GENERALPROVISIONS**

 

**10.1****       ****Applicable Law**

 

Except insofar as the lawhas been superseded by Federal law, Virginia law shall govern the construction,validity and administration of this Plan as created by this Plan.  The parties to this Plan intend that thisPlan shall be a nonqualified unfunded plan of deferred compensation withoutplan assets and any ambiguities in its construction shall be resolved in favorof an interpretation which will affect this intention.

 

**10.2****       ****Benefits Not Transferable or Assignable**

 

A.            Benefits under the Plan shall not be subject toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance orcharge and any attempt to anticipate, alienate, sell, transfer, assign, pledge,encumber or charge such benefits shall be void, nor shall any such benefits bein any way liable for or subject to the debts, contracts, liabilities,engagements or torts of any person entitled to them.  However, a Participant may name a recipientfor any benefits payable or which would become payable to a Participant uponhis death.  This Section shall alsoapply to the creation, assignment or recognition of a right to any benefitpayable with respect to a Participant pursuant to a domestic relations order,including a qualified domestic relations order under Section 414 of theCode.  In addition, the following actionsshall not be treated or construed as an assignment or alienation: (a) PlanContribution or distribution tax withholding; (b) recovery of distributionoverpayments to a Participant or Designated Beneficiary; (c) directdeposit of a distribution to a Participant’s or Designated Beneficiary’sbanking institution account; or (d) transfer of Participant rights fromone Plan to another Plan, if applicable.

 

B.            The Company may bring an action for a declaratoryjudgment if a Participant’s, Designated Beneficiary’s or any Beneficiary’sbenefits hereunder are attached by an order from any court.  The Company may seek such declaratory judgmentin any court of competent jurisdiction to:

 

(1)           determine the proper recipient or recipients of thebenefits to be paid under the Plan;

 

(2)           protect the operation and consequences of the Plan forthe Company and all Participants; and

 

(3)           request any other equitable relief the Company in itssole and exclusive judgment may feel appropriate.

 

Benefits which may becomepayable during the pendency of such an action shall, at the sole discretion ofthe Company, either be:

 

(1)           paid into the court as they become payable or

 

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(2)           held in the Participant’s or Designated Beneficiary’sAccount subject to the court’s final distribution order.

 

**10.3****       ****Not a Retainer Contract**

 

Establishment of the Planshall not be construed to give any Participant the right to be retained as amember of the Board.

 

**10.4****       ****Notices**

 

A.            Any notices required or permitted hereunder shall bein writing and shall be deemed to be sufficiently given at the time whendelivered personally or when mailed by certified or registered first classmail, postage prepaid, addressed to either party hereto as follows:

 

If to the Company or theCommittee:

 

Cardinal FinancialCorporation

8270 Greensboro Drive

Suite 500

McLean, Virginia  22102

 

If to the Participant:

 

At his last knownaddress, as indicated by the records of the Company.

 

or to such changedaddress as such parties may have fixed by notice.  However, any notice of change of addressshall be effective only upon receipt.

 

B.            Any communication, benefit payment, statement ofnotice addressed to a Participant or Designated Beneficiary at the last postoffice address as shown on the Company’s records shall be binding on theParticipant or Designated Beneficiary for all purposes of the Plan.  The Company shall not be obligated to searchfor any Participant or Designated Beneficiary beyond sending a registeredletter to such last known address.

 

**10.5****       ****Severability**

 

If any provision orprovisions of the Plan shall for any reason be invalid or unenforceable, theremaining provisions of the Plan shall be carried into effect, unless theeffect thereof would be to materially alter or defeat the purposes of thePlan.  All terms of the Plan and alldiscretion granted hereunder shall be uniformly and consistently applied to allthe Employees, Participants and Designated Beneficiaries.

 

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**10.6****       ****Participant is General Creditor with No Rights toAssets**

 

A.            The payments to the Participant or his DesignatedBeneficiary or any other beneficiary hereunder shall be made from assets whichshall continue, for all purposes, to be a part of the general, unrestrictedassets of the Company; no person shall have any interest in any such assets byvirtue of the provisions of this Plan. The Company’s obligation hereunder shall be an unfunded and unsecuredpromise to pay money in the future.  Tothe extent that any person acquires a right to receive payments from theCompany under the provisions hereof, such right shall be no greater than theright of any unsecured general creditor of the Company; no such person shallhave nor require any legal or equitable right, or claim in or to any propertyor assets of the Company.  The Companyshall not be obligated under any circumstances to fund obligations under thisPlan.

 

B.            The Company at its sole discretion and exclusiveoption, may acquire and/or set-aside assets or funds, in a trust or otherwise,to support its financial obligations under this Plan.  No such trust established for this purposeshall be established in or transferred to a location that would cause it to bedeemed to be an “offshore trust” for purposes of Code Section 409A(b)(1).  No such acquisition or set-asideshall impair or derogate from the Company’s direct obligation to a Participantor Designated Beneficiary under this Plan. However, no Participant or Designated Beneficiary shall be entitled toreceive duplicate payments of any Accounts provided under the Plan because ofthe existence of such assets or funds.

 

C.            In the event that, in its discretion, the Companypurchases an asset(s) or insurance policy or policies insuring the life ofthe Participant to allow the Company to recover the cost of providing benefits,in whole or in part hereunder, neither the Participant, Designated Beneficiarynor any other beneficiary shall have any rights whatsoever therein in suchassets or in the proceeds therefrom.  TheCompany shall be the sole owner and beneficiary of any such assets or insurancepolicy and shall possess and may exercise all incidents of ownershiptherein.  No such asset or policy,policies or other property shall be held in any trust for the Participant orany other person nor as collateral security for any obligation of the Companyhereunder.  Nor shall any Participant’sparticipation in the acquisition of such assets or policy or policies be a representationto the Participant, Designated Beneficiary or any other beneficiary of anybeneficial interest or ownership in such assets, policy or policies.  A Participant may be required to submit tomedical examinations, supply such information and to execute such documents asmay be required by an insurance carrier or carriers (to whom the Company mayapply from time to time) as a precondition to participate in the Plan.

 

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**10.7****       ****No Trust Relationship Created**

 

Nothing contained in thisPlan shall be deemed to create a trust of any kind or create any fiduciaryrelationship between the Company and the Participant, Designated Beneficiary,other beneficiaries of the Participant, or any other person claiming throughthe Participant.  Funds allocatedhereunder shall continue for all purposes to be part of the general assets andfunds of the Company and no person other than the Company shall, by virtue ofthe provisions of this Plan, have any beneficial interest in such assets andfunds.  The creation of a grantor Trust(so called “Rabbi Trust”) under the Code (owned by and for the benefit of theCompany) to hold such assets or funds for the administrative convenience of theCompany shall not give nor be a representation to a Participant, Designated Beneficiary,or any other person, of a property or beneficial ownership interest in suchTrust assets or funds even though the incidental advantages or benefits of theTrust to Plan Participants may be communicated to them.

 

**10.8****       ****Limitations on Liability of the Company**

 

Neither the establishmentof the Plan nor any modification hereof nor the creation of any Account underthe Plan nor the payment of any benefits under the Plan shall be construed asgiving to any Participant or any other person any legal or equitable rightagainst the Company or any Director, officer or Employee thereof except asprovided by law or by any Plan provision.

 

**10.9****       ****Plan Establishes Agreement Between Company andParticipant Only**

 

The Participant,Designated Beneficiary, estate or any other person claiming through theParticipant, shall only have recourse against the Company for enforcement ofthis Plan.  This Plan shall be bindingupon and inure to the benefit of the Company and its successors and assigns,and the Participant, successors, heirs, executors, administrators andbeneficiaries.

 

**10.10****     ****Independence of Benefits**

 

The benefits payableunder this Plan are for services already rendered and shall be independent of,and in addition to, any other benefits or compensation, whether by salary,bonus, fees or otherwise, payable to the Participant under any compensationand/or benefit arrangements or plans, incentive cash compensations and stockplans and other retirement or welfare benefit plans, that now exist or mayhereafter exist from time to time.

 

**10.11****     ****Unclaimed Property**

 

Except as may be requiredby law, the Committee may take any of the following actions if it gives noticeto a Participant or Designated Beneficiary of an entitlement to benefits underthe Plan, and the Participant or Designated Beneficiary fails to claim suchbenefit or fails to provide their location to the Company within three (3) calendaryears of such notice:

 

(1)           Direct distribution of such benefits, in suchproportions as the Committee may determine, to one or more or all, of aParticipant’s next of kin, if their location is known to the Committee;

 

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(2)           Deem this benefit to be a forfeiture and paid to theCompany if the location of a Participant’s next of kin is not known.  However, the Committee shall pay the benefit,unadjusted for gains or losses from the date of such forfeiture, to aParticipant or Designated Beneficiary who subsequently makes proper claim tothe benefit.

 

The Company shall not beliable to any person for payment pursuant to applicable state unclaimedproperty laws.

 

**10.12****     ****Required Tax Withholding and Reporting**

 

The Company shallwithhold and report Federal, state and local income and payroll tax amounts onall Contributions to and distributions and withdrawals from a Participant’sAccount as may be required by law from time to time.

 

IN WITNESS WHEREOF, thePlan has been executed on behalf of the Company on this 25th day of February 25,2009.

 

CARDINAL FINANCIALCORPORATION

 

 
| By:    | /s/ Mark A. Wendel |   |
|--------|--------------------|--------|
|   |               |   |
| Title: | EVP and CFO        |   |

 

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