**Exhibit 10.3**

**George Mason Mortgage, LLC**

 

**Executive Deferred Income Plan**

 

 

Effective January 1, 2005

Amended and Restated Effective October 21,2008

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**TABLE OF 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                                                                                                                                                                                                                                        | Compensation                   | 3 |
| 2.10                                                                                                                                                                                                                                       | Contributions                  | 3 |
| 2.11                                                                                                                                                                                                                                       | Custodian                      | 4 |
| 2.12                                                                                                                                                                                                                                       | Deemed Earnings                | 4 |
| 2.13                                                                                                                                                                                                                                       | Deemed Crediting Options       | 4 |
| 2.14                                                                                                                                                                                                                                       | Deferral Election Form         | 4 |
| 2.15                                                                                                                                                                                                                                       | Designated Beneficiary         | 4 |
| 2.16                                                                                                                                                                                                                                       | Disability                     | 5 |
| 2.17                                                                                                                                                                                                                                       | Eligible Employee              | 5 |
| 2.18                                                                                                                                                                                                                                       | Employee                       | 5 |
| 2.19                                                                                                                                                                                                                                       | ERISA                          | 5 |
| 2.20                                                                                                                                                                                                                                       | Key Employee                   | 5 |
| 2.21                                                                                                                                                                                                                                       | Leave of Absence               | 5 |
| 2.22                                                                                                                                                                                                                                       | Matching Contribution          | 6 |
| 2.23                                                                                                                                                                                                                                       | Matching Contribution Account  | 6 |
| 2.24                                                                                                                                                                                                                                       | Participant                    | 6 |
| 2.25                                                                                                                                                                                                                                       | Participant Deferral           | 6 |
| 2.26                                                                                                                                                                                                                                       | Participant Deferral Account   | 6 |
| 2.27                                                                                                                                                                                                                                       | Performance Based Compensation | 6 |
| 2.28                                                                                                                                                                                                                                       | Plan Year                      | 7 |
| 2.29                                                                                                                                                                                                                                       | Retirement                     | 7 |
| 2.30                                                                                                                                                                                                                                       | Separation from Service        | 7 |
| 2.31                                                                                                                                                                                                                                       | Unforeseeable Emergency        | 7 |
| 2.32                                                                                                                                                                                                                                       | Valuation Date                 | 7 |
|                                                                                                                                                                                                                                       |                           |   |
| **ARTICLE III**                           **ELIGIBILITY & PARTICIPATION**                       | 7                              |
| ** **                                                                                                                                                                                                                                 |                           |
| 3.1                                                                                                                                                                                                                                        | Eligibility Requirements       | 7 |

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 
| 3.2                                                                                                                                                                                                                                   | Participation                                                   | 8      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE IV**                          **ELECTIONS, DEFERRALS & MATCHING  CONTRIBUITONS**      | 8                                                               |
| ** **                                                                                                                                                                                                                            |                                                            |
| 4.1                                                                                                                                                                                                                                   | Participant Election to Defer Compensation                      | 8      |
| 4.2                                                                                                                                                                                                                                   | Irrevocability, New Participants                                | 9      |
| 4.3                                                                                                                                                                                                                                   | Matching Contributions                                          | 9      |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE V**                              **ACCOUNTS & ACCOUNT CREDITING** | 9                                                               |
| ** **                                                                                                                                                                                                                            |                                                            |
| 5.1                                                                                                                                                                                                                                   | Establishment of a Participant’s Account                   | 9      |
| 5.2                                                                                                                                                                                                                                   | Deemed Crediting Options                                        | 10     |
| 5.3                                                                                                                                                                                                                                   | Allocation of Account Among Deemed  Crediting Options           | 11     |
| 5.4                                                                                                                                                                                                                                   | Valuation and Risk of Decrease in Value                         | 11     |
| 5.5                                                                                                                                                                                                                                   | Limited Function of Committee                                   | 11     |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE VI**                          **VESTING**                                                      | 12                                                              |
| ** **                                                                                                                                                                                                                            |                                                            |
| 6.1                                                                                                                                                                                                                                   | Vesting of Participant Deferrals                                | 12     |
| 6.2                                                                                                                                                                                                                                   | Vesting of Matching Contributions                               | 12     |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE VII**                      **DISTRIBUTIONS**                                                                       | 12                                                              |
| ** **                                                                                                                                                                                                                            |                                                            |
| 7.1                                                                                                                                                                                                                                   | Distributions Generally                                         | 12     |
| 7.2                                                                                                                                                                                                                                   | Distributions                                                   | 12     |
| 7.3                                                                                                                                                                                                                                   | Timing and Method of Payment Not Specified  in Section 7.2 | 14     |
| 7.4                                                                                                                                                                                                                                   | Distributions Resulting from Unforeseeable  Emergency           | 16     |
| 7.5                                                                                                                                                                                                                                   | Distributions of Small Accounts                                 | 16     |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE VIII**                  **ADMINISTRATION & CLAIMS PROCEDURES**                                                                | 17                                                              |
| ** **                                                                                                                                                                                                                            |                                                            |
| 8.1                                                                                                                                                                                                                                   | Duties of the Committee                                         | 17     |
| 8.2                                                                                                                                                                                                                                   | Organization of the Committee                                   | 17     |
| 8.3                                                                                                                                                                                                                                   | Limitation of Liability                                         | 18     |
| 8.4                                                                                                                                                                                                                                   | Committee Reliance on Records and Reports                       | 18     |
| 8.5                                                                                                                                                                                                                                   | Costs of the Plan                                               | 18     |
| 8.6                                                                                                                                                                                                                                   | Claims Procedure                                                | 19     |
| 8.7                                                                                                                                                                                                                                   | Litigation                                                      | 19     |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE IX**                          **AMENDMENT, TERMINATION & REORGANIZATION**             | 20                                                              |
| ** **                                                                                                                                                                                                                            |                                                            |
| 9.1                                                                                                                                                                                                                                   | Amendment                                                       | 20     |
| 9.2                                                                                                                                                                                                                                   | Amendment Required By Law                                       | 20     |
| 9.3                                                                                                                                                                                                                                   | Termination                                                     | 20     |
| 9.4                                                                                                                                                                                                                                   | Consolidation/Merger                                            | 20     |
|                                                                                                                                                                                                                                  |                                                            |   |
| **ARTICLE X**                              **GENERAL PROVISIONS**                    | 20                                                              |
| ** **                                                                                                                                                                                                                            |                                                            |
| 10.1                                                                                                                                                                                                                                  | Applicable Law                                                  | 20     |
| 10.2                                                                                                                                                                                                                                  | Benefits Not Transferable or Assignable                         | 21     |
| 10.3                                                                                                                                                                                                                                  | Not an Employment Contract                                      | 22     |
| 10.4                                                                                                                                                                                                                                  | Notices                                                         | 22     |
| 10.5                                                                                                                                                                                                                                  | Severability                                                    | 22     |

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 
| 10.6  | Participant is General Creditor with No  Rights to Assets         | 23 |
|-------|-------------------------------------------------------------------|----|
| 10.7  | No Trust Relationship Created                                     | 24 |
| 10.8  | Limitations on Liability of the Company                           | 24 |
| 10.9  | Plan Establishes Agreement Between Employer  and Participant Only | 24 |
| 10.10 | Independence of Benefits                                          | 24 |
| 10.11 | Unclaimed Property                                                | 24 |
| 10.12 | Required Tax Withholding and Reporting                            | 25 |

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**ARTICLE I**

**INTRODUCTION**

 

**1.1****                               Name**

 

The name of this Plan is the George Mason Mortgage, LLC ExecutiveDeferred Income Plan (the Plan).  ThePlan was adopted effective January 1, 2005.  The Plan was amended and restated effective April 21,2006, and further amended and restated as set forth herein effective October 21,2008.

 

**1.2****                               Purpose**

 

The purpose of the Plan is to offer Participants the opportunity todefer voluntarily current Compensation for retirement income and othersignificant future financial needs for themselves, their families and otherdependents, and to provide the Company, if appropriate, a vehicle to addresslimitations on its contributions under any tax-qualified defined contributionplan.  This Plan is intended to be anonqualified “top-hat” plan; that is, an unfunded plan of deferred compensationmaintained for a select group of management or highly compensated employeespursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and anunfunded plan of deferred compensation under the Code.

 

**1.3****                               Interpretation**

 

A.                                   Throughout the Plan,certain words and phrases have meanings, which are specifically defined forpurposes of the Plan.  These words andphrases can be identified in that the first letter of the word or words in thephrase is capitalized.  The definitionsof these words and phrases are set forth in Article II and elsewhere inthe Plan document.  Wherever appropriate,pronouns of any gender shall be deemed synonymous, as shall singular and pluralpronouns.  Headings of Articles and Sectionsare for convenience or reference only, and are not to be considered in theconstruction or interpretation of the Plan. The Plan shall be interpreted and administered to give effect to itspurpose in Section 1.2 and to qualify as a nonqualified, unfunded plan ofdeferred 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).  Notwithstanding any other provision hereof ordocument pertaining hereto, the Plan shall be construed, interpreted andadministered to meet the applicable requirements of Code section 409A andTreasury Regulations thereunder to avoid a plan failure described in Codesection 409A(a)(1).

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated 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 is authorized to adopt rules orregulations deemed necessary or appropriate in connection therewith toanticipate and/or comply the requirements of Code section 409A (including anytransition or grandfather rules thereunder) and to declare any election,consent or modification 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 Section 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 thecontext clearly indicates otherwise, the following words and phrases when usedin this Plan shall have the following respective 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’sinterest may be divided into one or more separate accounts or sub-accounts,including the Participant Deferral Account and the Matching ContributionAccount, which reflect not only the Contributions into the Plan, but also gainsand losses, and income and expenses allocated thereto, as well as distributionsor any other withdrawals.  The value ofthese accounts or sub-accounts shall be determined as of the applicableValuation Date.  The existence of anaccount or bookkeeping entries for a Participant (or his DesignatedBeneficiary) does not create, suggest or imply that a Participant, DesignatedBeneficiary, or other person claiming through them under this Plan, has abeneficial 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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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated 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 total grossfair market value equal to or more than 50% of the total gross fair marketvalue of all the assets of the Company immediately before suchacquisition.  This definition shall beinterpreted in a manner that is consistent with Treasury Regulation section1.409A-3(i)(5).

 

**2.6****                               Code**

 

“Code” shall mean the Internal Revenue Code of 1986 and TreasuryRegulations thereunder, 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****                               Compensation**

 

“Compensation” shall mean the base or regular cash salary payable to anEmployee by the Company, as well as incentives or bonuses payable to anEmployee by the Company, and commissions payable to an Employee by the Company,including any such amounts which are not includible in the Participant’s grossincome under Sections 125, 40 1(k), 402(h) or 403(b) of the InternalRevenue Code of 1986, as amended.

 

**2.10****                        Contributions**

 

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

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**2.11****                        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.

 

**2.12****                        DeemedEarnings**

 

“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.

 

**2.13****                        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 bythe Committee.  A Participant mayreallocate his Account among such Deemed Crediting Options periodically at suchfrequency and upon such terms as the Committee may determine from time to time.

 

**2.14****                        DeferralElection Form**

 

“Deferral Election Form” or “Annual Deferral Election Form” shall meanthat written agreement of a Participant. The Deferral Election Form shall be in such form or forms as may beprescribed by the Committee, filed annually with the Company, according toprocedures and at such times as established by the Committee.  Among other information the Committee mayrequire of the Participant for proper administration of the Plan, suchagreement shall establish the Participant’s election to defer Compensation fora Plan Year under the Plan; the amount of the deferral into the Plan for thePlan 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.

 

**2.15****                        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.  Such designation of a recipient or recipientsmay be made and amended, at the Participant’s discretion, on the Deferral ElectionForm and according to procedures established by the Committee.  No beneficiary designation or change ofBeneficiary shall become effective until received and acknowledged by theCommittee.  In the event a Participantdoes not have a beneficiary properly designated, the beneficiary under thisPlan shall be the Participant’s estate.

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**2.16****                        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 which canbe expected to result in death or can be expected to last for a continuousperiod of not less than twelve months, receiving income replacement benefitsfor a period of not less than three months under an accident and health plancovering employees of the Participant’s Company.

 

**2.17****                        EligibleEmployee**

 

“Eligible Employee” shall mean a person who (for any Plan Year orportion thereof) is: (1) an Employee of the Company; (2) a member ofa select group of management or a highly compensated employee of the Company;and (3) selected by the Committee to participate in the Plan.

 

**2.18****                        Employee**

 

“Employee” shall mean a full time common law employee of the Company.

 

**2.19****                        ERISA**

 

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

 

**2.20****                        KeyEmployee**

 

“Key Employee” shall mean a Participant who, as of December 31 ofa given year, meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) appliedin accordance with the regulations thereunder and disregarding Code section416(i)(5).  A Participant who meets thecriteria set forth in the preceding sentence will be considered a Key Employeefor purposes of the Plan for the 12-month period commencing on the nextfollowing April 1.  In general, aParticipant will meet these criteria if he or she is (i) one of thetop-fifty most highly compensated officers with annual compensation in excessof $130,000 (as adjusted from time to time by Treasury regulations); (ii) afive percent owner of the Company; or (iii) a one percent owner of theCompany with annual compensation in excess of $150,000 (as adjusted from timeto time by Treasury Regulations).

 

**2.21****                        Leaveof Absence**

 

“Leave of Absence” shall mean a period of time, not to exceed twelve(12) consecutive calendar months during which time a Participant shall not bean active Employee of the Company, but shall be treated for purposes of this Planas in continuous service with the Company. A Leave of

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

Absence may be either paid or unpaid, but must be agreed to in writingby both the Company and the Participant. A Leave of Absence that continues beyond the twelve (12) consecutivemonths shall be treated as a Separation from Service as of the first businessday of the thirteenth month for purposes of the Plan.  Notwithstanding the foregoing, for a Leave ofAbsence that exceeds six (6) months, if the Participant is not guaranteeda right to reemployment by statute or contract, the Leave of Absence shall betreated as a Separation from Service on the first date immediately followingthe six (6)-month period.

 

**2.22****                        MatchingContribution**

 

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

 

**2.23****                        MatchingContribution Account**

 

“Matching Contribution Account” shall mean that portion of aParticipant’s Account established to record Matching Contributions on behalf ofa Participant.  Matching Contributionsshall be deemed to be invested in the Company stock, and a Participant shallnot be permitted to elect a different Deemed Crediting Option for such MatchingContributions.

 

**2.24****                        Participant**

 

“Participant” shall mean an Eligible Employee who participates in thePlan under Article III; a former Eligible Employee who has participated inthe Plan and continues to be entitled to a benefit (in the form of anundistributed Account Balance) under the Plan, and any former Eligible Employeewho has participated in the Plan under Article III and has not yetexceeded any Leave of Absence.

 

**2.25****                        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.

 

**2.26****                        ParticipantDeferral Account**

 

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

 

**2.27****                        PerformanceBased Compensation**

 

“Performance-based compensation” shall mean compensation that (i) isvariable and contingent on the satisfaction of written, pre-establishedorganizational or individual performance criteria, where the outcome of suchcriteria is substantially uncertain at the time the criteria are established; (ii) isbased on services performed over a period of at least twelve months; and (iii)

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

otherwise constitutes performance-based compensation within the meaningof Treasury Regulations under Code Section 409A.

 

**2.28****                        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 thatdoes not begin on January 1, “Plan Year” shall also mean the remainingpartial year ending on December 31.

 

**2.29****                        Retirement**

 

“Retirement” shall mean a Participant’s actual Separation from Servicefrom the Company after having attained age sixty-two (62).

 

**2.30****                        Separationfrom Service**

 

“Separation from Service” shall mean a Participant’s separation fromservice as an Employee with the Company within the meaning of TreasuryRegulations under Code Section 409A, other than for Death, Disability, orLeave of Absence.  A transfer ofemployment within and among the Company and any member of a controlled group,as provided in Code Section 409A (d)(6), shall not be deemed a Separationfrom Service.

 

**2.31****                        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.

 

**2.32****                        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.

 

**ARTICLE III**

**ELIGIBILITY & PARTICIPATION**

 

**3.1****                               EligibilityRequirements**

 

Only an Eligible Employee selected by the Committee may become aParticipant in this Plan.  Moreover, aParticipant shall not be permitted to make new Participant Deferrals to thePlan, if he ceases to be an Eligible Employee because he is no longer a membera select group of management or highly compensated employees, orotherwise.  The Committee shall notify an

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

Eligible Employee of his eligibility for a Plan Year in such form as itmay determine most appropriate.  CurrentParticipants remain eligible until notified otherwise.

 

**3.2****                               Participation**

 

An Eligible Employee shall become a Participant in the Plan by thecompletion and timely filing with and subsequent acceptance by the Committee ofthe Deferral Election Form, in such form and according to the terms andconditions established by the Committee. A Participant (or any Designated Beneficiary who becomes entitled to abenefit under the Plan) remains a Participant as to his Account until hisAccount Balance is fully distributed under the terms of the Plan.

 

**ARTICLE IV**

**ELECTIONS, DEFERRALS & MATCHINGCONTRIBUTIONS**

 

**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 annually to have his Compensation earned during the PlanYear reduced by a whole percentage that is not less than five percent (5%)($2,000 minimum), and up to one hundred percent (100%), by timely filing, andthe acceptance by the Committee of, his Deferral Election Form detailingsuch deferral.  The amount of thisParticipant Deferral shall be deferred into the Plan and credited to theParticipant’s Account as provided in Article V.

 

C.                                    Anelection to defer Performance-Based Compensation may be made at such time andin such manner as the Committee may specify, but in any event not later thansix months before the end of the period of service for which it is earned.

 

D.                                   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.  EachDeferral Election Form shall also permit a Participant to elect to receivea distribution of the portion of his or her Account attributable to ParticipantDeferrals elected on that Deferral Election Form in the event of a Changeof 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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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

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

 

Any Election Form delivered by a Participant shall be irrevocablewith respect to any Compensation or Performance Based Compensation covered bythe elections set forth therein after the last date for making an effectiveelection for such Compensation or Performance Based Compensation in accordancewith Code section 409A, or after any earlier date prescribed by theCommittee.  The Committee, however, mayreduce or eliminate Participant Deferrals upon granting a Participant’s requestfor a distribution based upon an Unforeseeable Emergency.

 

The initial Deferral Election Form of a new Participant shall befiled with the Company on a date established by the Committee, but in any eventnot later than 30 days following the date the Participant becomes eligible toparticipate in the Plan and shall be effective only with respect tocompensation for services to be performed subsequent to the initial electionthrough the end of that calendar year. Such first Deferral Election Form shall be applicable to aParticipant’s Compensation beginning with the first payroll in the month aftersuch Form is filed and accepted by the Company.

 

**4.3****                               MatchingContributions**

 

The Company may, but shall not be required to, provide a deemed match,in such amounts as it may determine from time to time, for ParticipantDeferrals.  Such Matching Contributions,if any, shall be credited to the Matching Contribution Account of theParticipant’s Account and shall be subject to the vesting requirements setforth in Section 6.2.  Such MatchingContributions shall not exceed the greater of 50% of the Participant’s deferralor $50,000 per Participant per year. Such Matching Contributions shall becredited on the Valuation Date(s) determined by the Company in its solediscretion.

 

**ARTICLE V**

**ACCOUNTS & ACCOUNT CREDITING**

 

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

 

**A.****                                   BookkeepingAccount.**  The Committee shall cause adeemed bookkeeping Account and appropriate sub-accounts, based upon the primaryelective distribution option(s) to be established and maintained in thename of each Participant, according to his annual Deferral Election Form forthe 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, DesignatedBeneficiary, or other person claiming through them under this Plan, has abeneficial interest in any asset of the Company.

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**B.****                                   BookkeepingActivity.**  Participant Deferralsshall be credited to a Participant’s Account on the business day they wouldotherwise 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.

 

**B.****                                   CompanyStock Deemed Crediting.**  One of theDeemed Crediting Options shall be Company Stock.  Amounts credited to this option shall bedeemed 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 ofCompany common stock means, as of any day, the average of the closing prices ofsales of shares of common stock on all national securities exchanges on whichthe common 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.

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**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 electionshall specify the percentage of his Account (in any whole percentage) to bedeemed to be invested in any Deemed Crediting Option; provided, however, that aParticipant Matching Contribution Account must be fully allocated to theCompany Stock Deemed Crediting Option. Such election 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.  As of the effective date of any new DeemedCrediting Option election, all or a portion of the Participant’s Account shallbe reallocated among the designated Deemed Crediting Options and according tothe percentages specified in the new instructions, until and unless subsequentinstructions shall be filed and become effective.  If the Custodian receives a Deemed CreditingOption election, which is unclear, incomplete or improper, the Deemed CreditingOption election then in effect shall remain in effect until the subsequentinstruction is clarified, completed or otherwise made acceptable to theCustodian.  The effective date of aDeemed Crediting Option election shall be the date such election is implementedby the Custodian.  Such election shall beimplemented the day a clear and complete election is received and accepted bythe Custodian.

 

**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 to each Participant’s Account.  Each Participant and Designated Beneficiaryassumes the risk in connection with any decrease in the fair market value ofhis Account.

 

**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 Committee shall have no duty to review,or to advise the Participant on, the investment of the Participant’s Account;and in fact, shall not review or advise the Participant thereon.  Furthermore, the Committee shall have nopower to direct the investment of the Participant’s Account other than promptlyto carry out the Participant’s deemed investment instructions when properlycompleted and transmitted to the Committee and accepted according to its rules andprocedures.

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**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 MatchingContributions, as well as Deemed Earnings upon Matching Contributions which arecredited to his Matching Contribution Account, on the fourth anniversary of thedate of the Matching Contribution.

 

Notwithstanding the above, a Participant shall become fully vested inhis Matching Contribution Account upon Death, Disability, Change of Control orRetirement.  Upon other Separation fromService, a Participant shall be entitled to the vested portion of his MatchingContribution Account, and any non-vested portion shall be forfeited.

 

**ARTICLE VII**

**DISTRIBUTIONS**

 

**7.1****                               DistributionsGenerally**

 

A Participant’s Account shall be distributed only in accordance withthe provisions of this Article VII. Distributions from the Plan shall be made in cash; provided, however,that to the extent that all or a portion of a Participant’s Account is deemedto be invested in common stock of Cardinal Financial Corporation (“Common Stock”),such amounts shall be paid in shares of Common Stock in an amount equal to thenumber of whole shares of Common Stock credited to the Participant’s Account asof 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.****                                   RetirementDistribution.**  If a Participantelects in his annual Deferral Election Form, he can receive upon his Retirementfrom the Company 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.  The election

 

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Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

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 whilereceiving Retirement installment payments, his Designated Beneficiary shallcontinue to receive the remaining installments. If subsequently, the Designated Beneficiary dies, any remaininginstallments will be paid to the Designated Beneficiary’s estate.

 

**B.****                                   Distributionon a Specific Date.**  If a Participantelects in his annual Deferral Election Form, he can receive, as soon as three (3) yearsafter the end of the deferral Plan Year, a distribution of the portion of theParticipant’s Account attributable to contributions deferred on such DeferralElection Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings), which shall be distributed according to the method of paymentelected 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 receiving In-Serviceinstallment 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.

 

**C.****                                   Changeof Control Distribution.**  If aParticipant shall so elect in his annual Deferral Election Form, the portion ofa Participant’s Account attributable to contributions deferred on such DeferralElection Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings) shall be distributed to him as set forth in Section 7.3 C uponthe occurrence of a Change of Control.

 

**D.****                                   DistributionUpon Participant’s Death.**  If aParticipant dies while employed by the Company, the portion of such Participant’sAccount attributable 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 his date of death and shall be distributed in lump sum orinstallments, as designated in such Deferral Election Form, to his DesignatedBeneficiary within (or commencing within) sixty (60) days of the date of death;provided, however, that this sentence shall not apply if distribution of suchportion of the Participant’s Account has commenced prior to the Participant’sdeath.

 

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George Mason Mortgage, LLC

Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

**E.****                                     DistributionUpon Participant’s Disability.**  If aParticipant is determined by the Committee to be Disabled, the portion of suchParticipant’s Account attributable to contributions deferred on a DeferralElection Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings) shall be valued as of the Valuation Date next following suchDisability determination and shall be distributed in lump sum or installments,as designated in his Deferral Election Form, within (or commencing within, asapplicable) sixty (60) days of such Disability determination; provided,however, that this sentence shall not apply if distribution of such portion ofthe Participant’s Account has commenced prior to such determination.

 

**F.****                                     OtherCircumstances.**  If a Participantincurs a Separation from Service due to a cause other than identified above,his vested Account shall be valued as of the Valuation Date next following suchSeparation from Service and shall be distributed in lump sum to him withinsixty (60) days after such Separation from Service, regardless of any electionsthe Participant has made with respect to distribution of his Account.  If a Participant experiences a Separationfrom Service or Retirement and distribution of all or a portion of his Accountis not governed by an applicable Deferral Election Form, his Account or suchportion shall be distributed to him in a lump sum within sixty (60) days aftersuch Separation from Service or Retirement. Notwithstanding the foregoing, the Account of a Key Employee distributedunder this Section 7.2.E shall be distributed on the first business dayfollowing the six-month anniversary of his or her Separation from Service orRetirement.

 

**7.3****                               Timingand Method of Payment Not Specified in Section 7.2**

 

**A.****                                   RetirementDistribution.**  At the election of aParticipant in the applicable Deferral Election Form, a Participant may receivea Retirement distribution 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; provided, however, the lump sum payment or initial installmentpayable to a Participant who is a Key Employee shall be paid on the earlier ofthe commencement date described above in this Section or the firstbusiness day following the six-month anniversary of his Retirement.

 

**B.****                                   Distributionon a Specific Date.**  At the electionof a Participant in the applicable Deferral Election Form, a specificdistribution date may be selected for payment, which date may be as soon asthree (3) years after the end of the deferral Plan Year.  Distribution will be either in the form of alump-sum, occurring no later than thirty (30) days following the distributiondate elected on the Deferral Election Form, or in up to ten (10) annualinstallment payments beginning with

 

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Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

the first business day on or after the distribution commencement dateselected by the Participant in his annual Deferral Election Form andcontinuing to be paid thereafter within ten (10) days of the anniversaryof the distribution date of each calendar year until the applicable portion ofthe Participant’s Account has been fully distributed.  A Participant’s Account shall be valued as ofsuch distribution (or distribution commencement) date elected on the DeferralElection Form.

 

**C.****                                   Changeof Control.**  If so elected by theParticipant in the applicable Deferral Election Form, a distribution of theportion of a Participant’s Account attributable to deferral elections made on aDeferral Election Form (*i.e.*,Participant Deferrals and any related Matching Contributions and DeemedEarnings) shall be made to him, according to the method of payment elected inhis applicable Deferral Election Form, in the event of a Change ofControl.  Such distribution shalloverride any other Participant election(s) (*e.g.*,Retirement, Specified Date) applicable to that portion of Participant’s Accountif distribution has not yet commenced on the date of the Change ofControl.  If such an overriding electionis made, amounts will be distributed, or begin to be distributed, within 60days of the date of the Change of Control. Notwithstanding the foregoing provision, no distribution shall be madeto any Participant until the earliest date and upon such conditions as may beset forth under Treasury Regulations issued pursuant to Code Section 409A.  A Participant’s Account shall be valued as ofsuch effective date of the Change of Control. If no such election was made by the Participant in his Annual DeferralElection Form, his distribution election(s) will not be overridden.

 

**D.****                                   InstallmentPayments.**  In any distribution inwhich a Participant has elected or will receive distribution in periodicinstallments, the amount of each periodic installment shall be determined byapplying a formula to the Account in which the numerator is the number one andthe denominator is the number of remaining installments 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.**  Inany situation in which the Committee is unable to determine the method ofpayment because of incomplete, unclear, or uncertain instructions in aParticipant’s Deferral Election Form, the Participant will be deemed to haveelected a lump sum distribution.

 

**F.****                                     SubsequentElections.**  A Participant who hasmade an Specific Date distribution or a Retirement distribution election maymake one or more subsequent elections to postpone the distribution date or tochange the form of payment to another form permitted by the Plan and inaccordance with Code Section 409A. Such Subsequent Election shall be made in writing in such form as isacceptable to the Committee or by such other procedure, including electroniccommunications, as

 

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Executive Deferred Income Plan

Amended and Restated Effective October 21,2008

 

the Committee may prescribe and (i) is made at least twelve monthsprior to the original distribution date (in the case of a Specific 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.****                                   2008Transition Elections.**  Pursuant tothe Transition Relief, a Participant may make a special distribution election in2008 that shall override any prior election. 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 special election shall be made inaccordance with the terms and distribution choices set forth under Sections 7.2and 7.3, and such election may apply to all or a portion of the Participant’sAccount attributable to amounts deferred for 2008 or earlier years (“pre-2009Account”).  Such special election shalloccur in accordance with procedures established by the Committee and shall beirrevocable 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 as soon as administratively practicable,but no later than sixty (60) days following the Committee’s determination of anUnforeseeable Emergency.  Valuation dateshall 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 distributed from the Participant’s Account shall remainin the Plan.

 

**7.5****                               Distributionsof Small 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’sAccount is zero upon the Valuation Date of any distribution, the

 

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ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

Participant shall be deemed to have received a distribution of suchAccount and his participation in the Plan terminates. A distribution under thisSection 7.6 shall be carried out in accordance with Code section 409A andTreasury Regulations thereunder, including the requirement that thedistribution results in termination and liquidation of a Participant’s interestin all plans required to be aggregated for purposes of Code section 409A; andthe requirement that the Committee evidence the exercise of its discretion inwriting no later than the date of the payment.

 

**ARTICLEVIII**

**ADMINISTRATION &CLAIMS PROCEDURE**

 

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

 

The Committee shall be responsible for the general operation andadministration of the Plan, and shall have such powers as are necessary todischarge its duties under the Plan, including, without limitation, thefollowing:

 

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 the Committeeshall be binding and conclusive upon all Participants, beneficiaries and otherpersons.

 

**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 and thename or names of its member or members so 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 such designation.With the permission of the Company, the Committee may employ and appropriatelycompensate accountants, legal counsel, benefit specialists, actuaries, planadministrators and record keepers and any other persons as it deems necessaryor desirable in connection with the administration and maintenance of the Plan.Such professionals and advisors shall not be considered members of theCommittee for any purpose.

 

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George MasonMortgage, LLC

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**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 claiming a right to payment under the Plan shall only beentitled to look to the Company for payment, and shall not have the right,claim or demand against the Committee (or any member thereof), any director,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 ofthe Plan. The regularly kept records of the Committee and the Company shall beconclusive evidence of the service of a Participant, Compensation, age, maritalstatus, status as an Employee, and all other matters contained therein andrelevant to this Plan. The Committee, in any of its dealings with Participantshereunder, may conclusively rely on any Deferral Election Form, writtenstatement, 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 

 

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ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

important information concerning the imposition of this administrativeexpense. This administration charge, if any, shall operate as a reduction tothe bookkeeping Account of a Participant or his designated Beneficiary, and inthe absence of specification otherwise shall reduce the Account, and be chargedannually during 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. A Participant,Designated Beneficiary or any person who believes that he is being denied abenefit to which he is entitled under the Plan (hereinafter referred to as a “Claimant”)may file a written request, in such form or by such other procedure, includingelectronic communications, as the Committee may prescribe, for such benefitwith the Committee, setting forth his claim.

 

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 benefits hereunder,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.

 

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George MasonMortgage, LLC

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**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.

 

**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 thePlan is treated as a nonqualified plan of deferred compensation under the Codeand ERISA, 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 tinder 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**

**GENERAL PROVISIONS**

 

**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 

 

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ExecutiveDeferred Income Plan

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Plan intend that this Plan shall be a nonqualified unfunded plan ofdeferred compensation without plan assets and any ambiguities in itsconstruction shall be resolved in favor of an interpretation which will effectthis 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 payable or which would become payable to a Participant upon his death.This Section shall also apply to the creation, assignment or recognition ofa right to any benefit payable with respect to a Participant pursuant to adomestic relations order, including a qualified domestic relations order under Section 414of the Code. In addition, the following actions shall not be treated orconstrued as an assignment or alienation: (a) Plan Contribution ordistribution tax withholding; (b) recovery of distribution overpayments toa Participant or Designated Beneficiary; (c) direct deposit of adistribution to a Participant’s or Designated Beneficiary’s banking institutionaccount; or (d) transfer of Participant rights from one Plan to anotherPlan, 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.

 

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Amended andRestated Effective October 21, 2008

 

**10.3****                        Not anEmployment Contract**

 

The Plan is not and shall not be deemed to constitute a contractbetween the Company and any Employee, or to be a consideration for, or aninducement to, or a condition of, the employment of any Employee. Nothingcontained in the Plan shall give or be deemed to give an Employee the right toremain in the employment of the Company or to interfere with the right to beretained in the employ of the Company, any legal or equitable right against theCompany, or to interfere with the right of the Company to discharge anyEmployee at any time. It is expressly understood by the parties hereto thatthis Plan relates to the payment of deferred compensation for the Employee’sservices, generally payable after separation from employment with the Company,and is not intended to be an employment contract.

 

**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:

 

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 

 

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George MasonMortgage, LLC

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

granted hereunder shall be uniformly and consistently applied to allthe 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 otherbeneficiary hereunder shall be made from assets which shall continue, for allpurposes, to be a part of the general, unrestricted assets of the Company, noperson shall have any interest in any such assets by virtue of the provisionsof this Plan. The Company’s obligation hereunder shall be an unfunded andunsecured promise to pay money in the future. To the extent that any personacquires a right to receive payments from the Company under the provisionshereof, such right shall be no greater than the right of any unsecured generalcreditor of the Company; no such person shall have nor require any legal orequitable right, or claim in or to any property or assets of the Company. TheCompany shall not be obligated under any circumstances to fund obligationsunder this Plan.

 

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.

 

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George MasonMortgage, LLC

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**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.

 

**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:

 

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George MasonMortgage, LLC

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

(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.

 

**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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