**Exhibit 10.2**

 

**CARDINAL FINANCIAL CORPORATION**

 

**NON-EMPLOYEE DIRECTORS**

**DEFERRED INCOME PLAN**

 

Effective January 1, 2005

Amended and Restated Effective October 21,2008

 

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CardinalFinancial Corporation

Non EmployeeDirectors Deferred Income Plan

Amended and RestatedEffective October 21, 2008

 

**TABLE OFCONTENTS**

 
| **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                           | 5      |
| 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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CardinalFinancial Corporation

Non EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 
| 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                           |   | 10     |
| 5.5               | Limited Function of Committee                                     |   | 10     |
|              |                                                              |   |   |
| **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                                                     |   | 11     |
| 7.3               | Timing and Method of Payment for Distributions                    |   | 12     |
| 7.4               | Distributions Resulting from Unforeseeable Emergency              |   | 14     |
| 7.5               | Distributions of Small Accounts                                   |   | 15     |
|              |                                                              |   |   |
| **ARTICLE  VIII** | **ADMINISTRATION & CLAIMS PROCEDURES**                        |   | 15     |
|              |                                                              |   |   |
| 8.1               | Duties of the Committee                                           |   | 16     |
| 8.2               | Organization of the Committee                                     |   | 16     |
| 8.3               | Limitation of Liability                                           |   | 16     |
| 8.4               | Committee Reliance on Records and Reports                         |   | 17     |
| 8.5               | Costs of the Plan                                                 |   | 17     |
| 8.6               | Claims Procedure                                                  |   | 17     |
| 8.7               | Litigation                                                        |   | 18     |
|              |                                                              |   |   |
| **ARTICLE IX**    | **AMENDMENT, TERMINATION & REORGANIZATION**                   |   | 18     |
|              |                                                              |   |   |
| 9.1               | Amendment                                                         |   | 18     |
| 9.2               | Amendment Required By Law                                         |   | 19     |
| 9.3               | Termination                                                       |   | 19     |
| 9.4               | Consolidation/Merger                                              |   | 19     |
|              |                                                              |   |   |
| **ARTICLE X**     | **GENERAL PROVISIONS**                                            |   | 19     |
|              |                                                              |   |   |
| 10.1              | Applicable Law                                                    |   | 19     |
| 10.2              | Benefits Not Transferable or Assignable                           |   | 19     |
| 10.3              | Not a Retainer Contract                                           |   | 20     |
| 10.4              | Notices                                                           |   | 20     |
| 10.5              | Severability                                                      |   | 21     |
| 10.6              | Participant is General Creditor with No Rights to Assets          |   | 21     |
| 10.7              | No Trust Relationship Created                                     |   | 22     |
| 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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CardinalFinancial Corporation

Non EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

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

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**ARTICLE I**

**INTRODUCTION**

 

**1.1****                               Name**

 

The name of this Plan is the Cardinal Financial CorporationNon-Employee Directors Deferred Income Plan (the Plan). The Plan was adoptedeffective January 1, 2005. The Plan was amended and restated effective April 21,2006, and further amended and restated as set forth herein effective January 1,2008.

 

**1.2****                               Purpose**

 

This plan is established for the members of Cardinal FinancialCorporation’s Board of Directors. The purpose of the Plan is to offer Participantsthe opportunity to defer voluntarily current Compensation for retirement incomeand other significant future financial needs for themselves, their families andother dependents.

 

**1.3****                               Interpretation**

 

A.                                   Throughoutthe Plan, certain words and phrases have meanings, which are specificallydefined for purposes of the Plan. These words and phrases can be identified inthat the first letter of the word or words in the phrase is capitalized. Thedefinitions of these words and phrases are set forth in Article II andelsewhere in the Plan document. Wherever appropriate, pronouns of any gendershall be deemed synonymous, as shall singular and plural pronouns. Headings ofArticles and Sections are for convenience or reference only, and are not to beconsidered in the construction or interpretation of the Plan. The Plan shall beinterpreted and administered to give effect to its purpose in Section 1.2and to qualify as a nonqualified, unfunded plan of deferred compensation.

 

B.                                     Anybenefit, payment or other right provided by the Plan shall be provided or madein a manner, and at such time, in such form and subject to such electionprocedures (if any), as complies with the applicable requirements of Codesection 409A to avoid a plan failure described in Code section 409A(a)(1),including without limitation, deferring payment until the occurrence of aspecified payment event described in Code section 409A(a)(2). Notwithstandingany other provision hereof or document pertaining hereto, the Plan shall beconstrued, interpreted and administered to meet the applicable requirements ofCode section 409A and Treasury Regulations thereunder to avoid a plan failuredescribed in Code section 409A(a)(1).

 

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CardinalFinancial Corporation

Non EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

C.                                     Itis specifically 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 isauthorized to adopt rules or regulations deemed necessary or appropriatein connection therewith to anticipate and/or comply the requirements of Codesection 409A (including any transition or grandfather rules thereunder)and to declare any election, consent or modification thereto void ifnon-compliant with Code section 409A.

 

D.                                    Pursuantto Section 3.02 of Internal Revenue Notice 2006-79 and Section 3.01(B)(1).02of Internal Revenue Notice 2007-86 (collectively, the “Transition Relief”), theCompany shall permit Participants to modify their existing deferral electionsunder the Plan to reflect new deferral elections regarding the time and form ofpayment of benefits under the Plan to the extent permitted by, and inaccordance with, the Transition Relief and Article 7.4 G of the Plan.

 

**ARTICLE II**

**DEFINITIONS**

 

**2.1****                               Generally**

 

Certain words and phrases are defined when first used in laterparagraphs of this Plan. Unless the context clearly indicates otherwise, thefollowing words and phrases when used in this Plan shall have the followingrespective meanings:

 

**2.2****                               Account**

 

“Account” shall mean the interest of a Participant in the Plan asrepresented by the hypothetical bookkeeping entries kept by the Company foreach Participant. Each Participant’s interest may be divided into one or moreseparate accounts or sub-accounts, including the Participant Deferral Accountand the Matching Contribution Account, which reflect not only the Contributionsinto the Plan, but also gains and losses, and income and expenses allocatedthereto, as well as distributions or any other withdrawals. The value of theseaccounts or sub-accounts shall be determined as of the applicable ValuationDate. The existence of an account or bookkeeping entries for a Participant (orhis Designated Beneficiary) does not create, suggest or imply that aParticipant, Designated Beneficiary, or other person claiming through themunder this Plan, has a beneficial interest in any asset of the Company.

 

**2.3****                               Balance**

 

“Balance” shall mean the total of Contributions and Deemed Earningscredited to a Participant’s Account under Article V, as adjusted fordistributions or other withdrawals in accordance with the terms of this Planand the standard bookkeeping rules established by the Company.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.4****                               Boardof Directors**

 

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

 

**2.5****                               Changeof Control**

 

“Change of Control” shall mean (i) the date that any one person,or more than one person, acting as a group, acquires ownership of stock of theCompany that, together with stock held by such person or group constitutes morethan 50% of the total fair market value or total voting power of the stock ofthe Company; or (ii) the date that any one person, or more than oneperson, acting as a group, acquires assets from the Company that have a totalgross fair market value equal to or more than 50% of the total gross fairmarket value of all the assets of the Company immediately before suchacquisition. This definition shall be interpreted in a manner that isconsistent with Treasury Regulation section 1.409A-3(i)(5).

 

**2.6****                               Code**

 

“Code” shall mean the Internal Revenue Code of 1986 and the Regulationsthereto, as amended from time to time.

 

**2.7****                               Committee**

 

“Committee” shall mean the Compensation Committee of the Company’sBoard of Directors, or such other committee to whom the Board or CompensationCommittee delegates the duty of determining Participant eligibility or otheradministrative duties under the Plan.

 

**2.8****          Company**

 

“Company” shall mean Cardinal Financial Corporation, its designatedsubsidiaries, and any corporate successors and assigns, unless otherwiseprovided herein.

 

**2.9****                               Contributions**

 

“Contributions” shall mean the total of Participant Deferrals andMatching Contributions pursuant to Article IV, which represent eachParticipant’s credits to his Account.

 

**2.10****        Custodian**

 

“Custodian” shall mean the Committee’s choice of financial institutionor designated person or persons that have charge or custody of the assets andrecords of the plan and responsibility for the overall recordkeeping for theplan participants.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.11****        Deemed Earnings**

 

“Deemed Earnings” shall mean the gains and losses (realized andunrealized), and income and expenses credited or debited to Contributions basedupon the Deemed Crediting Options in a Participant’s Account as of anyValuation Date.

 

**2.12****                        DeemedCrediting Options**

 

“Deemed Crediting Options” shall mean the hypothetical options madeavailable to Plan Participants by the Company for the purposes of determiningthe proper crediting of gains and losses, and income and expenses to eachParticipant’s Account, subject to procedures and requirements established by theCommittee. 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 Deferral Election Form” shall meanthat written agreement of a Participant. The Deferral Election Form shallbe in such form or forms as may be prescribed by the Committee, filed annuallywith the Company, according to procedures and at such times as established bythe Committee. Among other information the Committee may require of theParticipant for proper administration of the Plan, such agreement shallestablish the Participant’s election to defer Compensation for a Plan Yearunder the Plan; the amount of the deferral into the Plan for the Plan Year; theParticipant’s elections as to distribution of his Account; the allocation ofhis Accounts among the Deemed Crediting Options provided under the Plan; andthe Designated Beneficiary. “Deferral Election Form” shall also include a formon which special elections are made pursuant to the Transition Relief underCode Section 409A during 2008.

 

**2.14****                        DesignatedBeneficiary**

 

“Designated Beneficiary” or “Beneficiary” shall mean the person,persons or trust specifically named to be a direct or contingent recipient ofall or a portion of a Participant’s benefits under the Plan in the event of theParticipant’s death prior to the distribution of his full Account Balance. Suchdesignation of a recipient or recipients may be made and amended, at theParticipant’s discretion, on the Deferral Election Form and according toprocedures established by the Committee. No beneficiary designation or changeof Beneficiary shall become effective until received and acknowledged by theCommittee. 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) is unable to engagein any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or canbe expected to last for a continuous period of not less than twelve months, or (ii) is,by reason of any medically determinable physical or mental impairment 

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

which can be expected to result in death or can be expected to last fora continuous period of not less than twelve months, receiving incomereplacement benefits for a period of not less than three months under anaccident and health plan covering employees of the Participant’s Company.

 

**2.16****                        EffectiveDate**

 

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

 

**2.17****        ERISA**

 

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

 

**2.18****                        MatchingContribution**

 

“Matching Contribution” shall mean an amount credited to a Participant’sAccount in accordance with Article 4.4.

 

**2.19****                        MatchingContribution Account**

 

“Matching Contribution Account” shall mean that portion of aParticipant’s Account established to record Matching Contributions on behalf ofa Participant. Matching Contributions shall be deemed to be invested in theCompany stock, and a Participant shall not be permitted to elect a differentDeemed Crediting Option for such Matching Contributions.

 

**2.20****        Non-Employee Director**

 

“Non-Employee Director” shall mean a member of the Board who is not anemployee of the Company.

 

**2.21****                        Participant**

 

“Participant” shall mean a Non-Employee Director who participates inthe Plan under Article III; a former Non-Employee Director who hasparticipated in the Plan and continues to be entitled to a benefit (in the formof an undistributed Account Balance) under the Plan.

 

**2.22****                        ParticipantDeferral**

 

“Participant Deferral” shall mean voluntary Participant deferralamounts, which could have been received currently but for the election to deferand are credited to his Account for later distribution, subject to the terms ofthe Plan.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.23****                        ParticipantDeferral Account**

 

“Participant Deferral Account” shall mean that portion of a Participant’sAccount established to record Participant Deferrals on behalf of a Participant.

 

**2.24****                        PlanYear**

 

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

 

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

 

“Retainer and/or Meeting Fees” means, for a given Plan Year, aParticipant’s annual retainer and meeting fees received from the Company forservices performed during that Plan Year.

 

**2.26****                        Separationfrom Service**

 

“Separation from Service” means a Participant’s separation from serviceas a director of the Company within the meaning of Treasury Regulations underCode Section 409A, other than for death or Disability.

 

**2.27****                        UnforeseeableEmergency**

 

“Unforeseeable emergency” shall mean a severe financial hardship to theParticipant, the Participant’s spouse, or a dependent (as defined in Section 152(a) ofthe Code) of the participant, loss of the Participant’s property due tocasualty, or other similar extraordinary and unforeseeable circumstancesarising as a result of events beyond the control of the Participant.

 

**2.28****                        ValuationDate**

 

“Valuation Date” shall mean each business day, or such other date(s) asestablished and amended from time to time by guidelines and procedures of theCommittee in its sole and exclusive discretion.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**ARTICLEIII**

**ELIGIBILITY &PARTICIPATION**

 

**3.1****                               EligibilityRequirements**

 

Each Non-Employee Director shall become a Participant under the Plan byfiling the written Election Form described in Article IV below, or bysuch other procedure, including electronic communications, as the Committee mayprescribe, with the Committee with respect to the Retainer and/or Meeting Feespayable to the Non-Employee Director for his services as a member of the Board.

 

**ARTICLE IV**

**ELECTIONS,DEFERRALS & MATCHING CONTRIBUTIONS**

 

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

 

A.                                   Priorto December 31 or an earlier date set by the Committee, a Participant mayelect to defer Compensation for services to be performed in the next followingPlan Year by the execution and timely filing, and the Committee’s acceptanceof, a Deferral Election Form in such form and according to such proceduresas the Committee may prescribe from time to time. Each such Deferral Election Form shallbe effective for the Plan Year 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.                                     Oneach such Deferral Election Form, a Participant shall indicate the amount ofhis or her Participant Deferral; designate and allocate such ParticipantDeferral in or among the elective distribution Account option(s); and, allocatesuch Accounts among the various Deemed Crediting Options; provided, however,that Matching Contributions and earnings thereon must remain in the Companystock Deemed Crediting Option. Each Deferral Election Form shall alsopermit a Participant to elect to receive a distribution of the portion of hisor her Account attributable to Participant Deferrals elected on that DeferralElection Form in the event of a Change of Control. The Deferral Election Form mayalso request other information, such as a Participant’s Designated Beneficiary,as may be required or useful for the administration of the Plan.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

Any Election Form delivered by a Participant shall be irrevocablewith respect to any Retainer and/or Meeting Fees covered by the elections setforth therein after the last date for making an effective election for suchRetainer and/or Meeting Fees in accordance with Code section 409A, or after anyearlier date prescribed by the Committee.

 

Notwithstanding the provisions of paragraph immediately above, anelection made by a Participant in the calendar year in which he first becomeseligible to participate in the Plan may be made pursuant to an Election Form deliveredto the Committee within 30 days after the date on which he initiallybecomes eligible to participate, and such Election Form shall be effectivewith respect to Retainers and Meeting Fees earned from the date such Election Form isdelivered to the Committee through the end of that calendar year.

 

**4.3****                               IrrevocableElections**

 

An election in a Deferral Election Form to defer Compensation fora Plan Year, once made by a Participant, shall be irrevocable. The Committee,however, may reduce or eliminate Participant Deferrals upon granting aParticipant’s request for a distribution based upon an Unforeseeable Emergency.

 

**4.4****                               MatchingContributions**

 

The Company may, but shall not be requiredto, provide a deemed match, in such amounts as it may determine from time totime, to the Participant Account. Such Matching Contributions, if any, shall becredited to the Matching Contribution Account of the Participant’s Account andshall be subject to the vesting requirements set forth in Section 6.2. SuchMatching Contributions shall not exceed the greatest of 50% of the Participant’sdeferral or $10,000 annually. Such Matching Contributions shall be credited onthe Valuation Date(s) determined by the Company in its sole discretion.

 

**ARTICLE V**

**ACCOUNTS &ACCOUNT CREDITING**

 

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

 

**A.****                                    BookkeepingAccount.** The Committee shall cause a deemed bookkeeping Account andappropriate sub-accounts, based upon the primary elective distribution option(s) tobe established and maintained in the name of each Participant, according to hisannual Deferral Election Form for the Plan Year. This Account shallreflect the amount of Participant Deferrals, Matching Contributions and DeemedEarnings credited on behalf of each Participant under this Plan. The existenceof an account or bookkeeping entries for a Participant (or his DesignatedBeneficiary) does not create, suggest or imply that a Participant, 

 

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Cardinal FinancialCorporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

Designated Beneficiary, or other personclaiming through them under this Plan, has a beneficial interest in any assetof the Company.

 

**B.****                                    BookkeepingActivity.**Participant Deferrals shall be credited to a Participant’sAccount on the business day they would otherwise have been made available ascash to the Participant. Matching Contributions shall be credited to aParticipant’s Account on the Valuation Date(s) the Company designates, inits sole discretion. Deemed Earnings shall be credited or debited to eachParticipant’s Account, as well as any distributions and any other withdrawalsunder this Plan, as of each Valuation Date. 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. Notwithstanding the foregoing, the portion of anAccount allocated to the Company Stock Deemed Crediting Option shall continueto be credited and debited with earnings and losses on each Valuation Dateuntil such portion is fully distributed under the terms of the Plan.

 

**5.2****                               DeemedCrediting Options**

 

**A.****                                    General.**The Committee shall establish a portfolio of two or more Deemed CreditingOptions, among which a Participant may allocate amounts credited to hisAccount, which are subject to Participant direction under this Plan. TheCommittee reserves the right, in its sole and exclusive discretion, tosubstitute, eliminate and otherwise change this portfolio of Deemed CreditingOptions, as well as the right to establish rules and procedures for theselection and offering of these Deemed Crediting Options.

 

**B.****                                    CompanyStock Deemed Crediting.**One of the Deemed Crediting Options shall beCompany Stock. Amounts credited to this option shall be deemed to be investedin shares of common stock of the Company. A Participant’s Account will becredited with deemed distributions if and when dividends are declared and paidwith respect to Company common stock, and such deemed dividends will be deemedto have been reinvested in Company common stock as of the first business dayfollowing the deemed payment. Fair market value of Company common stock means,as of any day, the average of the closing prices of sales of shares of commonstock on all national securities exchanges on which the common stock may belisted. If there have been no sales on such day, the average of the highest bidand lowest asked prices on all such exchanges at the end of such day shall beused. If such common stock is not listed on any national exchange, then theaverage of the representative bid and asked prices quoted in the NationalAssociation of Securities Dealers, Inc. Automated Quotation System forsuch 

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

date or the next preceding date that thecommon stock was traded on such market shall be used.

 

**5.3****                               Allocationof Account Among Deemed Crediting Options**

 

A.                                   EachParticipant shall elect the manner in which his Account is divided among theDeemed Crediting Options by giving allocation written instructions in aDeferral Election Form supplied by and filed with the Committee, or bysuch other procedure, including electronic communications, as the Committee mayprescribe. A Participant’s election shall specify the percentage of his Account(in any 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. Suchelection shall remain in effect until a new election is made.

 

B.                                     Amountscredited to a Participant’s Account shall be deemed to be invested inaccordance with the most recent effective Deemed Crediting Option election. Asof the effective date of any new Deemed Crediting Option election, all or aportion of the Participant’s Account shall be reallocated among the designatedDeemed Crediting Options and according to the percentages specified in the newinstructions, until and unless subsequent instructions shall be filed andbecome effective. If the Custodian receives a Deemed Crediting Option election,which is unclear, incomplete or improper, the Deemed Crediting Option electionthen in effect shall remain in effect until the subsequent instruction isclarified, completed or otherwise made acceptable to the Custodian. Theeffective date of a Deemed Crediting Option election shall be the date suchelection is implemented by the Custodian. Such election shall be implementedthe day a clear and complete election is received and accepted by theCustodian.

 

**5.4****                               Valuationand Risk of Decrease in Value**

 

The Participant’s Account will be valued on the applicable ValuationDate at fair market value. On such date, Deemed Earnings will be allocated toeach Participant’s Account. Each Participant and Designated Beneficiary assumesthe risk in connection with any decrease in the fair market value of hisAccount.

 

**5.5****                               LimitedFunction of Committee**

 

By deferring compensation pursuant to the Plan, each Participant herebyagrees that the Company and Committee are in no way responsible for orguarantor of the investment results of the Participant’s Account. The Committeeshall have no duty to review, or to advise the Participant on, the investmentof the Participant’s Account; and in fact, shall not review or advise theParticipant thereon. Furthermore, the Committee shall have no power to directthe investment of the Participant’s Account other than promptly to carry outthe Participant’s 

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

deemed investment instructions when properly completed and transmittedto the Committee and accepted according to its rules and procedures.

 

**ARTICLE VI**

**VESTING**

 

**6.1****                               Vestingof Participant Deferrals**

 

A Participant shall be fully vested at all times in ParticipantDeferrals, as well as Deemed Earnings upon Participant Deferrals, credited tohis Participant Deferral Account.

 

**6.2****                               Vestingof Matching Contributions**

 

A Participant shall vest in Matching Contributions immediately.

 

**ARTICLEVII**

**DISTRIBUTIONS**

 

**7.1****          Distributions Generally**

 

A Participant’s Account shall be distributed only in accordance withthe provisions of this Article VII. Distributions from the Plan shall bemade in cash; 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 Stockcredited to the Participant’s Account as of the date of distribution. Anyfractional share shall be paid in cash.

 

**7.2****                               Distributions**

 

A Participant shall become entitled to receive a distribution from hisAccount at such time or times and by such method of payment as elected andspecified in the Participant’s applicable annual Deferral Election Form, and/oras may be mandated by the provisions of this Article VII based upon thefollowing distribution options:

 

**A.****                                    Distributionupon Separation from Service.**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. Theelection is made on an annual basis, applies only to the Participant’s currentPlan Year contributions, is irrevocable and is payable according to the methodof payment elected in the Participant’s applicable annual Deferral 

 

11

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

Election Form. If the Participant dies whilereceiving installment payments, his Designated Beneficiary shall continue toreceive the remaining installments. If subsequently, the Designated Beneficiarydies, any remaining installments will be paid to the Designated Beneficiary’sestate.

 

**B.****                                    Distributionon a Specific Date.**If a Participant elects in his annual Deferral ElectionForm, he can receive, as soon as three (3) years after the end of thedeferral Plan Year, a distribution of the portion of the Participant’s Accountattributable to 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. Theelection is made on an annual basis, applies only to the Participant’s currentPlan Year contributions, is irrevocable and is payable according to the methodof payment elected in the Participant’s applicable annual Deferral ElectionForm. If the Participant dies while receiving In-Service installment payments,his Designated Beneficiary shall continue to receive the remaining installments.If subsequently, the Designated Beneficiary dies; any remaining installmentswill be paid to the Designated Beneficiary’s estate.

 

**C.****                                    Changeof Control Distribution.**If a Participant shall so elect in his annualDeferral Election Form, the portion of a Participant’s Account attributable tocontributions deferred on such Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be distributed to him as set forth in Section 7.3C upon the occurrence of a Change of Control.

 

**D.****                                    Distributionupon Participant’s Death.**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 Deemed Earnings)shall be valued as of the Valuation Date next following his date of death andshall be distributed in lump sum or installments, as designated on suchDeferral Election Form, to his Designated Beneficiary within (or commencingwithin) sixty (60) days of the date of death; provided, however, that thissentence shall not apply if distribution of such portion of the Participant’sAccount has commenced prior to the Participant’s death.

 

12

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**E.****                                      Distributionupon Participant’s Disability.**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.****                                      Distributionwithout Applicable Election.**If a Participant experiences a Separation fromService and distribution of all or a portion of his Account is not governed byan applicable Deferral Election Form, his Account or such portion shall bedistributed to him in a lump sum within sixty (60) days after such Separationfrom Service.

 

**7.3****                               Timingand Method of Payment for Distributions**

 

**A.****                                    Distributionupon Separation from Service.**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.****                                    Distributionon a Specific Date.**At the election of a Participant in the applicableDeferral Election Form, a specific distribution date may be selected forpayment, which date may be as soon as three (3) years after the end of thedeferral Plan Year. Distribution will be either in the form of a lump-sum,occurring no later than thirty (30) days following the distribution dateelected on the Deferral Election Form, or in up to ten (10) annualinstallment payments beginning with the first business day on or after thedistribution commencement date selected by the Participant in his annualDeferral Election Form and continuing to be paid thereafter within ten (10) daysof the anniversary of the distribution date of each calendar year until theapplicable portion of the Participant’s Account has been fully distributed. AParticipant’s Account shall be valued as of such distribution (or distributioncommencement) date elected on the Deferral Election Form.

 

**C.****                                    Changeof Control.**If so elected by the Participant in the applicable DeferralElection Form, a distribution of the portion of a Participant’s Accountattributable to deferral 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. Such distribution 

 

13

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

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 such an overriding election is made, amountswill be distributed, or begin to be distributed, within 60 days of the date ofthe Change of Control. Notwithstanding the foregoing provision, no distributionshall be made to any Participant until the earliest date and upon suchconditions as may be set forth under Treasury Regulations issued pursuant toCode Section 409A. A Participant’s Account shall be valued as of sucheffective date of the Change of Control. If no such election was made by theParticipant in his Annual Deferral Election Form, his distribution election(s) willnot be overridden.

 

**D.****                                    InstallmentPayments.**In any distribution in which a Participant has elected or willreceive distribution in periodic installments, the amount of each periodicinstallment shall be determined by applying a formula to the Account in whichthe numerator is the number one and the denominator is the number of remaininginstallments to be paid. For example, if a Participant elects ten (10) annualinstallments for a Retirement distribution, the first payment will be 1/10 ofthe Account, the second will be 1/9, the third will be 1/8; the fourth will be1/7 and so on until the Account is entirely distributed.

 

**E.****                                      Failureto Designate a Method of Payment.**In any situation in which the Committeeis unable 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.****                                      SubsequentElections.**A Participant who has made a Specific Date distribution or aSeparation from Service distribution election may make one or more subsequentelections to postpone the distribution date or to change the form of payment toanother form permitted by the Plan and in accordance with Code Section 409A.Such Subsequent Election shall be made in writing in such form as is acceptableto the Committee or by such other procedure, including electroniccommunications, as the Committee may prescribe and (i) is made at leasttwelve months prior to the original distribution date (in the case of anSpecified Date distribution election); (ii) provides for an effective dateat least twelve months following the Subsequent Election; and (iii) postponesthe commencement of payment for a period of not less than five years from theprevious distribution date.

 

**G.****                                    2008Transition Elections.**Pursuant to the Transition Relief, a Participant maymake a special distribution election in 2008 that shall override any priorelection. Such special election shall not be effective to the extent it would (i) causean amount not otherwise payable in 2008 to become payable in 2008 or (ii) deferan amount scheduled to be paid in 2008 into a future year. Such specialelection shall be made in accordance with the terms and distribution choicesset forth 

 

14

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

under Section 7.3, and such election mayapply to all or a portion of the Participant’s Account attributable to amountsdeferred for 2008 or earlier years (“pre-2009 Account”). Such special electionshall occur in accordance with procedures established by the Committee andshall be irrevocable when submitted to the Committee.

 

**7.4****                               DistributionsResulting from Unforeseeable Emergency**

 

A Participant may request that all or a portion of his Account bedistributed at any time prior to separation from service from the Company bysubmitting a written request to the Committee, in such form or by such otherprocedure, including electronic communications, as the Committee may prescribe,provided that the Participant has incurred an Unforeseeable Emergency, and thedistribution is necessary to alleviate such Unforeseeable Emergency.

 

Such distribution shall be limited to an amount that does not exceedthe amount necessary to satisfy such emergency, plus amounts necessary to paytaxes reasonably anticipated as a result of the distribution, after taking intoaccount the extent to which such hardship is or may be relieved throughreimbursement or compensation by insurance or otherwise or by liquidation ofthe Participant’s assets (to the extent the liquidation of such assets wouldnot itself cause severe financial hardship). Such distribution shall be made assoon as administratively practicable, but no later than sixty (60) daysfollowing the Committee’s determination of an Unforeseeable Emergency. Valuationdate shall be the same day as the day of receipt of the written request by theCustodian in such form or by such other procedure, including electroniccommunications, as the Committee may prescribe. The Balance not distributedfrom the Participant’s Account shall remain in the Plan.

 

**7.5****          Distributions ofSmall Accounts**

 

If at any time the value of the Participant’s Account is less than theapplicable dollar amount under Code section 402(g)(1)(B) (or such othergreater or lesser amount as may be permitted under Code section 409A andTreasury Regulations thereunder), the Committee, in its sole and exclusivediscretion, may make a distribution in lump sum of the value of the entireAccount. If the value of a Participant’s Account is zero upon the ValuationDate of any distribution, the Participant shall be deemed to have received adistribution of such Account and his participation in the Plan terminates. Adistribution under this Section 7.6 shall be carried out in accordancewith Code section 409A and Treasury Regulations thereunder, including therequirement that the distribution results in termination and liquidation of aParticipant’s interest in all plans required to be aggregated for purposes ofCode section 409A; and the requirement that the Committee evidence the exerciseof its discretion in writing no later than the date of the payment.

 

15

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**ARTICLEVIII**

**ADMINISTRATION &CLAIMS PROCEDURE**

 

**8.1****                               Dutiesof the Committee**

 

The Committee shall be responsible for thegeneral operation and administration of the Plan, and shall have such powers asare necessary to discharge its duties under the Plan, including, withoutlimitation, the following:

 

A.            With the advice of thegeneral counsel of the Company, to construe and interpret the Plan, to decideall questions of eligibility, to determine the amount, manner and time ofpayment of any benefits hereunder, in each case in its discretion, to prescriberules and procedures to be followed by Participants and theirbeneficiaries under the Plan, and to otherwise carry out the purposes of thePlan; and

 

B.            To appoint or employindividuals to assist in the administration of the Plan and any other agentsdeemed advisable.

 

C.            All decisions of theCommittee shall be binding and conclusive upon all Participants, beneficiariesand other persons.

 

**8.2****                               Organizationof the Committee**

 

The Committee shall act by a majority of its members at the time inoffice. Committee action may be taken either by a vote at a meeting or bywritten 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, in writing, of such authorization andthe name or names of its member or members so designated in such cases. TheCompany thereafter shall accept and rely on any documents executed by saidmember of the Committee or members as representing action by the Committeeuntil the Committee shall file with the Company a written revocation of suchdesignation. With the permission of the Company, the Committee may employ andappropriately compensate accountants, legal counsel, benefit specialists,actuaries, plan administrators and record keepers and any other persons as itdeems necessary or desirable in connection with the administration andmaintenance of the Plan. Such professionals and advisors shall not beconsidered members of the Committee for any purpose.

 

**8.3****                               Limitationof Liability**

 

A.                                   Nomember of the Board of Directors, no officer or Employee of the Company, northe Company shall be liable to any Employee, Participant, DesignatedBeneficiary or any other person for any action taken or act of omission inconnection with the administration or operation of this Plan unlessattributable to his own fraud or willful misconduct. Nor shall the Company beliable to any Employee, Participant, Designated Beneficiary or any other personfor any such action taken or act of omission unless attributable to fraud,gross negligence or willful misconduct on the part of a director, officer orEmployee of the Company. Moreover, each Participant, Designated Beneficiary,and any other person

 

16

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

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.                                     Tothe fullest extent permitted by the law and subject to the Company’sCertificate of Incorporation and By-laws, the Company shall indemnify theCommittee, each of its members, and the Company’s officers and Directors (andany Employee involved in carrying out the functions of the Company under thePlan) for part or all expenses, costs, or liabilities arising out of theperformance of duties required by the terms of the Plan, except for thoseexpenses, costs, or liabilities arising out of a member’s fraud, willfulmisconduct or gross negligence.

 

**8.4****                               CommitteeReliance on Records and Reports**

 

The Committee shall be entitled to rely upon certificates, reports, andopinions provided by an accountant, tax or pension advisor, actuary or legalcounsel employed by the Company or Committee. The Committee shall keep a recordof all its proceedings and acts, and shall keep all such books of account, records,and other data as may be necessary for the proper administration 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 its dealings with Participants hereunder,may conclusively rely on any Deferral Election Form, written statement,representation, or documents made or provided by such Participants.

 

**8.5****                               Costsof the Plan**

 

All the costs and expenses for maintaining the administration andoperation of the Plan shall be borne by the Company unless the Company shallgive notice (that Plan Participants bear this expense, in whole or in part) to:(a) Eligible Participants at the time they become a Participant bycompletion and filing of a Deferral Election Form; or (b) to existingParticipants during annual re enrollment. Such notice shall detail theadministrative expense to be assessed a Plan Participant, how that expense willbe assessed and allocated to the Participant Accounts, and any other importantinformation concerning the imposition of this administrative expense. Thisadministration charge, if any, shall operate as a reduction to the bookkeepingAccount of a Participant or his designated Beneficiary, and in the absence ofspecification otherwise shall reduce the Account, and be charged annuallyduring the month of January.

 

**8.6****                               ClaimsProcedure**

 

**A.****                                    Claim.**Benefits shall be paid in accordance with the terms of this Plan, asinterpreted and determined by the Committee in its sole discretion. AParticipant, Designated Beneficiary or any person who believes that he is beingdenied a benefit to which he is entitled under the Plan (hereinafter referredto as a “Claimant”) may file a written request in such form or by such otherprocedure, 

 

17

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

including electronic communications, as theCommittee may prescribe, for such benefit with the Committee setting forth hisclaim.

 

The Committeeshall be responsible for deciding whether such claim is within the scopeprovided by the Plan (a “Covered Claim”) and for providing full and fair reviewof the decision with respect to such claim. In addition, the Company shallprovide a full and fair review to the extent required by ERISA. No Claimantshall be entitled to a benefit hereunder unless the Committee determines in itssole discretion that he or she is entitled to it.

 

Each Claimantor other interested person shall file with the Committee such pertinentinformation as the Committee may specify, and in such manner and form as theCommittee may specify and provide, and such person shall not have any rights orbe entitled to any benefits or further benefits hereunder, as the case may be,unless such information is filed by the Claimant or on behalf of the Claimant. EachClaimant shall supply at such times and in such manner as may be required,written proof that the benefit is covered under the Plan. If it is determinedthat a Claimant has not incurred a Covered Claim or if the Claimant shall failto furnish such proof as is requested, no benefits or no further benefitshereunder, as the case may be, shall be payable to such Claimant.

 

**B.****                                    ClaimDecision.**For all purposes under the Plan, the Committee’s decision withrespect to a claim if no review is requested and the decision with respect to aclaim if review is requested shall be final, binding and conclusive on allinterested parties as to matters relating to the Plan.

 

**8.7****                               Litigation**

 

It shall only be necessary to join the Company as a party in any actionor judicial proceeding affecting the Plan. No Participant or DesignatedBeneficiary or any other person claiming under the Plan shall be entitled toservice of process or notice of such action or proceeding, except as may beexpressly required by law. Any final judgment in such action or proceedingshall be binding on all Participants, Designated Beneficiaries or personsclaiming under the Plan.

 

**ARTICLE IX**

**AMENDMENT,TERMINATION & REORGANIZATION**

 

**9.1****                               Amendment**

 

The Company reserves the right to amend the Plan, by resolution of theCompany, to the extent permitted under 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. The Company may act through its Board ofDirectors, or the Board of Directors may delegate its authority to amend thePlan to the Committee.

 

18

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**9.2****                               AmendmentRequired By Law**

 

Notwithstanding Section 9.1, the Plan may be amended at any time,if in the opinion of the Company, such amendment is necessary to ensure the Planis treated as a nonqualified plan of deferred compensation under the Code andERISA, or to bring it into conformance with the Code or Treasury or SECregulations or requirements for such plans. 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 to continue the Plan indefinitely. However, theCompany by action of its Board of Directors reserves the right to terminate thePlan at any time. However, no such termination shall deprive any participant orDesignated Beneficiary of a right accrued under the Plan prior to the date oftermination. Any such termination shall be carried out in accordance with Code Section 409Aand Treasury Regulations thereunder.

 

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

 

The Company shall not enter into any consolidation or merger withoutthe guarantee and assurance of the successor or surviving company or companiesto the obligations contained under the Plan. Should such consolidation ormerger occur, the term “Company” as defined and used in this Plan shall referto the successor or surviving company.

 

**ARTICLE X**

**GENERALPROVISIONS**

 

**10.1****                        ApplicableLaw**

 

Except insofar as the law has been superseded by Federal law, Virginialaw shall govern the construction, validity and administration of this Plan ascreated by this Plan. The parties to this Plan intend that this Plan shall be anonqualified unfunded plan of deferred compensation without plan assets and anyambiguities in its construction shall be resolved in favor of an interpretationwhich will affect this intention.

 

**10.2****                        BenefitsNot Transferable or Assignable**

 

A.                                   Benefitsunder the Plan shall not be subject to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance or charge and any attempt toanticipate, alienate, sell, transfer, assign, pledge, encumber or charge suchbenefits shall be void, nor shall any such benefits be in any way liable for orsubject to the debts, contracts, liabilities, engagements or torts of anyperson entitled to them. However, a Participant may name a recipient for anybenefits 

 

19

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

payable or which would become payable to aParticipant upon his death. This Section shall also apply to the creation,assignment or recognition of a right to any benefit payable with respect to aParticipant pursuant to a domestic relations order, including a qualifieddomestic relations order under Section 414 of the Code. In addition, thefollowing actions shall not be treated or construed as an assignment oralienation: (a) Plan Contribution or distribution tax withholding; (b) recoveryof distribution overpayments 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.                                     TheCompany may bring an action for a declaratory judgment if a Participant’s,Designated Beneficiary’s or any Beneficiary’s benefits hereunder are attachedby an order from any court. The Company may seek such declaratory judgment inany court of competent jurisdiction to:

 

(1)                                  determinethe proper recipient or recipients of the benefits to be paid under the Plan;

 

(2)                                  protectthe operation and consequences of the Plan for the Company and allParticipants; and

 

(3)                                  requestany other equitable relief the Company in its sole and exclusive judgment mayfeel appropriate.

 

Benefits which may become payable during thependency of such an action shall, at the sole discretion of the Company, eitherbe:

 

(1)           paid into the court as they become payableor

 

(2)                                  heldin the Participant’s or Designated Beneficiary’s Account subject to the court’sfinal distribution order.

 

**10.3****                        Not aRetainer Contract**

 

Establishment of the Plan shall not be construed to give anyParticipant the right to be retained as a member of the Board.

 

**10.4****                        Notices**

 

A.                                   Anynotices required or permitted hereunder shall be in writing and shall be deemedto be sufficiently given at the time when delivered personally or when mailedby certified or registered first class mail, postage prepaid, addressed toeither party hereto as follows:

 

20

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

If to the Company or the Committee:

 

Cardinal Financial Corporation

8270 Greensboro Drive

Suite 500

McLean, Virginia  22102

 

If to the Participant:

 

At his last known address, as indicated bythe records of the Company.

 

or to such changed address as such partiesmay have fixed by notice. However, any notice of change of address shall beeffective only upon receipt.

 

B.                                     Anycommunication, benefit payment, statement of notice addressed to a Participantor Designated Beneficiary at the last post office address as shown on theCompany’s records shall be binding on the Participant or Designated Beneficiaryfor all purposes of the Plan. The Company shall not be obligated to search forany Participant or Designated Beneficiary beyond sending a registered letter tosuch last known address.

 

**10.5****                        Severability**

 

If any provision or provisions of the Plan shall for any reason beinvalid or unenforceable, the remaining provisions of the Plan shall be carriedinto effect, unless the effect thereof would be to materially alter or defeatthe purposes of the Plan. All terms of the Plan and all discretion grantedhereunder shall be uniformly and consistently applied to all the Employees,Participants and Designated Beneficiaries.

 

**10.6****                        Participantis General Creditor with No Rights to Assets**

 

A.                                   Thepayments to the Participant or his Designated Beneficiary or any other beneficiaryhereunder shall be made from assets which shall continue, for all purposes, tobe a part of the general, unrestricted assets of the Company; no person shallhave any interest in any such assets by virtue of the provisions of this Plan. TheCompany’s obligation hereunder shall be an unfunded and unsecured promise topay money in the future. To the extent that any person acquires a right toreceive payments from the Company under the provisions hereof, such right shallbe no greater than the right of any unsecured general creditor of the Company;no such person shall have nor require any legal or equitable right, or claim inor to any property or assets of the Company. The Company shall not be obligatedunder any circumstances to fund obligations under this Plan.

 

21

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

B.                                     TheCompany at its sole discretion and exclusive option, may acquire and/orset-aside assets or funds, in a trust or otherwise, to support its financialobligations under this Plan. No such trust established for this purpose shallbe established in or transferred to a location that would cause it to be deemedto be an “offshore trust” for purposes of Code Section 409A (b)(1). Nosuch acquisition or set-aside shall impair or derogate from the Company’sdirect obligation to a Participant or Designated Beneficiary under this Plan. However,no Participant or Designated Beneficiary shall be entitled to receive duplicatepayments of any Accounts provided under the Plan because of the existence ofsuch assets or funds.

 

C.                                     Inthe event that, in its discretion, the Company purchases an asset(s) orinsurance policy or policies insuring the life of the Participant to allow theCompany to recover the cost of providing benefits, in whole or in parthereunder, neither the Participant, Designated Beneficiary nor any otherbeneficiary shall have any rights whatsoever therein in such assets or in theproceeds therefrom. The Company shall be the sole owner and beneficiary of anysuch assets or insurance policy and shall possess and may exercise allincidents of ownership therein. No such asset or policy, policies or otherproperty shall be held in any trust for the Participant or any other person noras collateral security for any obligation of the Company hereunder. Nor shallany Participant’s participation in the acquisition of such assets or policy orpolicies be a representation to the Participant, Designated Beneficiary or anyother beneficiary of any beneficial interest or ownership in such assets,policy or policies. A Participant may be required to submit to medicalexaminations, supply such information and to execute such documents as may berequired by an insurance carrier or carriers (to whom the Company may applyfrom time to time) as a precondition to participate in the Plan.

 

**10.7****                        NoTrust Relationship Created**

 

Nothing contained in this Plan shall be deemed to create a trust of anykind or create any fiduciary relationship between the Company and theParticipant, Designated Beneficiary, other beneficiaries of the Participant, orany other person claiming through the Participant. Funds allocated hereundershall continue for all purposes to be part of the general assets and funds ofthe Company and no person other than the Company shall, by virtue of theprovisions of this Plan, have any beneficial interest in such assets and funds.The creation of a grantor Trust (so called “Rabbi Trust”) under the Code (ownedby and for the benefit of the Company) to hold such assets or funds for theadministrative convenience of the Company shall not give nor be arepresentation to a Participant, Designated Beneficiary, or any other person,of a property or beneficial ownership interest in such Trust assets or fundseven though the incidental advantages or benefits of the Trust to PlanParticipants may be communicated to them.

 

22

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**10.8****                        Limitationson Liability of the Company**

 

Neither the establishment of the Plan nor any modification hereof northe creation of any Account under the Plan nor the payment of any benefitsunder the Plan shall be construed as giving to any Participant or any otherperson any legal or equitable right against the Company or any Director,officer or Employee thereof except as provided by law or by any Plan provision.

 

**10.9****                        PlanEstablishes Agreement Between Company and Participant Only**

 

The Participant, Designated Beneficiary, estate or any other personclaiming through the Participant, shall only have recourse against the Companyfor enforcement of this Plan. This Plan shall be binding upon and inure to thebenefit of the Company and its successors and assigns, and the Participant,successors, heirs, executors, administrators and beneficiaries.

 

**10.10****                 Independenceof Benefits**

 

The benefits payable under this Plan are for services already renderedand shall be independent of, and in addition to, any other benefits orcompensation, whether by salary, bonus, fees or otherwise, payable to theParticipant under any compensation and/or benefit arrangements or plans,incentive cash compensations and stock plans and other retirement or welfarebenefit plans, that now exist or may hereafter exist from time to time.

 

**10.11****      Unclaimed Property**

 

Except as may be required by law, the Committee may take any of thefollowing actions if it gives notice to a Participant or Designated Beneficiaryof an entitlement to benefits under the Plan, and the Participant or DesignatedBeneficiary fails to claim such benefit or fails to provide their location tothe Company within three (3) calendar years of such notice:

 

(1)                                  Directdistribution of such benefits, in such proportions as the Committee maydetermine, to one or more or all, of a Participant’s next of kin, if theirlocation is known to the Committee;

 

(2)                                  Deemthis benefit to be a forfeiture and paid to the Company if the location of aParticipant’s next of kin is not known. However, the Committee shall pay thebenefit, 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 be liable to any person for payment pursuant toapplicable state unclaimed property laws.

 

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CardinalFinancial Corporation

Non-EmployeeDirectors Deferred Income Plan

Amended andRestated Effective October 21, 2008

 

**10.12****                 Required TaxWithholding and Reporting**

 

The Company shall withhold and report Federal, state and local incomeand payroll tax amounts on all Contributions to and distributions andwithdrawals from a Participant’s Account as may be required by law from time totime.

 

IN WITNESS WHEREOF, the Plan has beenexecuted on behalf of the Company on this         day of                              ,2008.

 
| CARDINAL FINANCIAL CORPORATION |
|--------------------------------|
|                           |
|                           |
| By:                            |   |   |
|                           |
| Title:                         |   |   |
|                                |  |  |  |

 

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