**Exhibit 10.1**

** **

**CARDINAL FINANCIAL CORPORATION**

** **

**Executive Deferred Income Plan**

** **

** **

Effective January 1,2005

Amended andRestated Effective February 25, 2009

 

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** **

Cardinal FinancialCorporation

Executive DeferredIncome Plan

Amended andRestated Effective February 25, 2009

** **

**TABLE OFCONTENTS**

** **
| **ARTICLE I**   | **INTRODUCTION**                          | 1      |
|-----------------|-------------------------------------------|--------|
| ** **      | ** **                                |   |
| 1.1             | Name                                      | 1      |
| 1.2             | Purpose                                   | 1      |
| 1.3             | Interpretation                            | 1      |
|            |                                      |
| **ARTICLE II**  | **DEFINITIONS**                           | 2      |
| ** **      |                                      |
| 2.1             | Generally                                 | 2      |
| 2.2             | Account                                   | 2      |
| 2.3             | Balance                                   | 2      |
| 2.4             | Board of Directors                        | 3      |
| 2.5             | Change of Control                         | 3      |
| 2.6             | Code                                      | 3      |
| 2.7             | Committee                                 | 3      |
| 2.8             | Company                                   | 3      |
| 2.9             | 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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| 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                                   | 12 |
|             |                                                            |
| **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                                 | 17 |
|             |                                                            |
| **ARTICLE VIII** | **ADMINISTRATION &  CLAIMS PROCEDURES**                | 17 |
| ** **       |                                                            |
| 8.1              | Duties of the Committee                                         | 17 |
| 8.3              | Organization of the Committee                                   | 17 |
| 8.4              | Limitation of Liability                                         | 18 |
| 8.5              | Committee Reliance on Records and Reports                       | 18 |
| 8.6              | Costs of the Plan                                               | 19 |
| 8.7              | Claims Procedure                                                | 19 |
| 8.8              | Litigation                                                      | 20 |
|             |                                                            |
| **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                                            | 21 |
|             |                                                            |
| **ARTICLE X**    | **GENERAL PROVISIONS**                                          | 21 |
| ** **       |                                                            |
| 10.1             | Applicable Law                                                  | 21 |
| 10.2             | Benefits Not Transferable or Assignable                         | 21 |
| 10.3             | Not an Employment Contract                                      | 22 |
| 10.4             | Notices                                                         | 22 |
| 10.5             | Severability                                                    | 23 |
|                  |                                                                 |    |  |

 

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| 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                                                | 25 |
| 10.12 | Required Tax Withholding and Reporting                            | 25 |

 

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**ARTICLE I**

**INTRODUCTION**

 

**1.1****                               Name**

 

The name of this Plan isthe Cardinal Financial Corporation Executive Deferred Income Plan (thePlan).  The Plan was adopted effective January 1,2005.  The Plan was amended and restatedeffective April 21, 2006, and further amended and restated as set forthherein effective October 21, 2008.

 

**1.2****                               Purpose**

 

The purpose of the Planis to offer Participants the opportunity to defer voluntarily currentCompensation for retirement income and other significant future financial needsfor themselves, their families and other dependents, and to provide theCompany, if appropriate, a vehicle to address limitations on its contributionsunder any tax-qualified defined contribution plan.  This Plan is intended to be a nonqualified “top-hat”plan; that is, an unfunded plan of deferred compensation maintained for aselect group of management or highly compensated employees pursuant to Sections201(2), 301(a)(3), and 401(a)(1) of ERISA, and an unfunded plan ofdeferred compensation under the Code.

 

**1.3****                               Interpretation**

 

A.                                   Throughout the Plan, certain words andphrases have meanings, which are specifically defined for purposes of thePlan.  These words and phrases can beidentified in that the first letter of the word or words in the phrase iscapitalized.  The definitions of thesewords and phrases are set forth in Article II and elsewhere in the Plandocument.  Wherever appropriate, pronounsof any gender shall be deemed synonymous, as shall singular and pluralpronouns.  Headings of Articles andSections are for convenience or reference only, and are not to be considered inthe construction 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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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 3.02 of InternalRevenue Notice 2006-79 and Section 3.01(B)(1).02 of Internal RevenueNotice 2007-86 (collectively, the “Transition Relief”), the Company shallpermit Participants to modify their existing deferral elections under the Planto reflect new deferral elections regarding the time and form of payment ofbenefits under the Plan to the extent permitted by, and in accordance with, theTransition Relief and Section 7.4 G of the Plan.

 

**ARTICLEII**

**DEFINITIONS**

 

**2.1****                               Generally**

 

Certain words and phrasesare defined when first used in later paragraphs of this Plan.  Unless the context clearly indicatesotherwise, the following words and phrases when used in this Plan shall havethe following respective meanings:

 

**2.2****                               Account**

 

“Account” shall mean theinterest of a Participant in the Plan as represented by the hypotheticalbookkeeping entries kept by the Company for each Participant.  Each Participant’s interest may be dividedinto one or more separate accounts or sub-accounts, including the ParticipantDeferral Account and the Matching Contribution Account, which reflect not onlythe Contributions into the Plan, but also gains and losses, and income andexpenses allocated thereto, as well as distributions or any otherwithdrawals.  The value of these accountsor sub-accounts shall be determined as of the applicable Valuation Date.  The existence of an account or bookkeepingentries for a Participant (or his Designated Beneficiary) does not create,suggest or imply that a Participant, Designated Beneficiary, or other personclaiming through them under this Plan, has a beneficial interest in any assetof the Company.

 

**2.3****                               Balance**

 

“Balance” shall mean thetotal of Contributions and Deemed Earnings credited to a Participant’s Accountunder Article V, as adjusted for distributions or other withdrawals inaccordance with the terms of this Plan and the standard bookkeeping rules establishedby the Company.

 

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**2.4****                               Boardof Directors**

 

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

 

**2.5****                               Changeof Control**

 

“Change of Control” shallmean (i) the date that any one person, or more than one person, acting asa group, acquires ownership of stock of the Company that, together with stockheld by such person or group constitutes more than 50% of the total fair marketvalue or total voting power of the stock of the Company; or (ii) the datethat any one person, or more than one person, acting as a group, acquiresassets from the Company that have a total gross fair market value equal to ormore than 50% of the total gross fair market value of all the assets of theCompany immediately before such acquisition. This definition shall be interpreted in a manner that is consistent withTreasury Regulation section 1.409A-3(i)(5).

 

**2.6****                               Code**

 

“Code” shall mean theInternal Revenue Code of 1986 and Treasury Regulations thereunder, as amendedfrom time to time.

 

**2.7****                               Committee**

 

“Committee” shall meanthe Compensation Committee of the Company’s Board of Directors, or such othercommittee to whom the Board or Compensation Committee delegates the duty ofdetermining Participant eligibility or other administrative duties under the Plan.

 

**2.8****                               Company**

 

“Company” shall meanCardinal Financial Corporation, its designated subsidiaries, and any corporatesuccessors and assigns, unless otherwise provided herein.

 

**2.9****                               Compensation**

 

“Compensation” shall meanthe base or regular cash salary payable to an Employee by the Company, as wellas incentives or bonuses payable to an Employee by the Company, and commissionspayable to an Employee by the Company, including any such amounts which are notincludible in the Participant’s gross income under Sections 125, 40 1(k), 402(h) or403(b) of the Internal Revenue Code of 1986, as amended.

 

**2.10****                        Contributions**

 

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

 

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**2.11****                        Custodian**

 

“Custodian” shall meanthe Committee’s choice of financial institution or designated person or personsthat have charge or custody of the assets and records of the plan andresponsibility for the overall recordkeeping for the plan participants.

 

**2.12****                        DeemedEarnings**

 

“Deemed Earnings” shallmean the gains and losses (realized and unrealized), and income and expensescredited or debited to Contributions based upon the Deemed Crediting Options ina Participant’s Account as of any Valuation Date.

 

**2.13****                        DeemedCrediting Options**

 

“Deemed Crediting Options”shall mean the hypothetical options made available to Plan Participants by theCompany for the purposes of determining the proper crediting of gains andlosses, and income and expenses to each Participant’s Account, subject toprocedures and requirements established by the Committee.  A Participant may reallocate his Accountamong such Deemed Crediting Options periodically at such frequency and uponsuch terms as the Committee may determine from time to time.

 

**2.14****                        DeferralElection Form**

 

“Deferral Election Form”or “Annual Deferral Election Form” shall mean that written agreement of aParticipant.  The Deferral Election Form shallbe in such form or forms as may be prescribed by the Committee, filed annuallywith the Company, according to procedures and at such times as established bythe Committee.  Among other informationthe Committee may require of the Participant for proper administration of thePlan, such agreement shall establish the Participant’s election to deferCompensation for a Plan Year under the Plan; the amount of the deferral intothe Plan for the Plan Year; the Participant’s elections as to distribution ofhis Account; the allocation of his Accounts among the Deemed Crediting Optionsprovided under the Plan; and the Designated Beneficiary.  “Deferral Election Form” shall also include aform on which special elections are made pursuant to the Transition Reliefunder Code Section 409A during 2008.

 

**2.15****                        DesignatedBeneficiary**

 

“Designated Beneficiary”or “Beneficiary” shall mean the person, persons or trust specifically named tobe a direct or contingent recipient of all or a portion of a Participant’s benefitsunder the Plan in the event of the Participant’s death prior to thedistribution of his full Account Balance. Such designation of a recipient or recipients may be made and amended,at the Participant’s discretion, on the Deferral Election Form and accordingto procedures established by the Committee. No beneficiary designation or change of Beneficiary shall becomeeffective until received and acknowledged by the Committee.  In the event a Participant does not have abeneficiary properly designated, the beneficiary under this Plan shall be theParticipant’s estate.

 

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**2.16****                        Disability**

 

“Disability” shall meanthat a Participant (i) is unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for acontinuous period of not less than twelve months, or (ii) is, by reason ofany medically determinable physical or mental impairment which can be expectedto result in death or can be expected to last for a continuous period of notless than twelve months, receiving income replacement benefits for a period ofnot less than three months under an accident and health plan covering employeesof the Participant’s Company.

 

**2.17****                        EligibleEmployee**

 

“Eligible Employee” shallmean a person who (for any Plan Year or portion thereof) is: (1) anEmployee of the Company; (2) a member of a select group of management or ahighly compensated employee of the Company; and (3) selected by theCommittee to participate in the Plan.

 

**2.18****                        Employee**

 

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

 

**2.19****                        ERISA**

 

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

 

**2.20****                        KeyEmployee**

 

“Key Employee” shall meana Participant who, as of December 31 of a given year, meets therequirements of Code section 416(i)(1)(A)(i), (ii), or (iii) applied inaccordance 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 next followingApril 1.  In general, a Participantwill meet these criteria if he or she is (i) one of the top-fifty mosthighly compensated officers with annual compensation in excess of $130,000 (asadjusted from time to time by Treasury regulations); (ii) a five percentowner of the Company; or (iii) a one percent owner of the Company withannual compensation in excess of $150,000 (as adjusted from time to time byTreasury Regulations).

 

**2.21****                        Leaveof Absence**

 

“Leave of Absence” shallmean a period of time, not to exceed twelve (12) consecutive calendar monthsduring which time a Participant shall not be an active Employee of the Company,but shall be treated for purposes of this Plan as in continuous service withthe Company.  A Leave of 

 

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Absence may be eitherpaid or unpaid, but must be agreed to in writing by both the Company and theParticipant.  A Leave of Absence thatcontinues beyond the twelve (12) consecutive months shall be treated as aSeparation from Service as of the first business day of the thirteenth monthfor purposes of the Plan. Notwithstanding the foregoing, for a Leave of Absence that exceeds six (6) months,if the Participant is not guaranteed a right to reemployment by statute orcontract, the Leave of Absence shall be treated as a Separation from Service onthe first date immediately following the six (6)-month period.

 

**2.22****                        MatchingContribution**

 

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

 

**2.23****                        MatchingContribution Account**

 

“Matching ContributionAccount” shall mean that portion of a Participant’s Account established torecord Matching Contributions on behalf of a Participant.  Matching Contributions shall be deemed to beinvested in the Company stock, and a Participant shall not be permitted toelect a different Deemed Crediting Option for such Matching Contributions.

 

**2.24****                        Participant**

 

“Participant” shall meanan Eligible Employee who participates in the Plan under Article III; aformer Eligible Employee who has participated in the Plan and continues to beentitled to a benefit (in the form of an undistributed Account Balance) underthe Plan, and any former Eligible Employee who has participated in the Planunder Article III and has not yet exceeded any Leave of Absence.

 

**2.25****                        ParticipantDeferral**

 

“Participant Deferral”shall mean voluntary Participant deferral amounts, which could have beenreceived currently but for the election to defer and are credited to hisAccount for later distribution, subject to the terms of the Plan.

 

**2.26****                        ParticipantDeferral Account**

 

“Participant DeferralAccount” shall mean that portion of a Participant’s Account established torecord Participant Deferrals on behalf of a Participant.

 

**2.27****                        PerformanceBased Compensation**

 

“Performance-basedcompensation” shall mean compensation that (i) is variable and contingenton the satisfaction of written, pre-established organizational or individualperformance criteria, where the outcome of such criteria is substantiallyuncertain at the time the criteria are established; (ii) is based onservices performed over a period of at least twelve months; and (iii) 

 

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otherwise constitutesperformance-based compensation within the meaning of Treasury Regulations underCode Section 409A.

 

**2.28****                        PlanYear**

 

“Plan Year” shall meanthe twelve (12) consecutive month period constituting 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 aParticipant’s actual Separation from Service from the Company after havingattained age sixty-two (62).

 

**2.30****                        Separationfrom Service**

 

“Separation from Service”shall mean a Participant’s separation from service as an Employee with theCompany within the meaning of Treasury Regulations under Code Section 409A,other than for Death, Disability, or Leave of Absence.  A transfer of employment within and among theCompany and any member of a controlled group, as provided in Code Section 409A(d)(6), shall not be deemed a Separation from Service.

 

**2.31****                        UnforeseeableEmergency**

 

“Unforeseeable emergency”shall mean a severe financial hardship to the Participant, the Participant’sspouse, or a dependent (as defined in Section 152(a) of the Code) ofthe participant, loss of the Participant’s property due to casualty, or othersimilar extraordinary and unforeseeable circumstances arising as a result ofevents beyond the control of the Participant.

 

**2.32****                        ValuationDate**

 

“Valuation Date” shallmean each business day, or such other date(s) as established and amendedfrom time to time by guidelines and procedures of the Committee in its sole andexclusive discretion.

 

**ARTICLEIII**

**ELIGIBILITY &PARTICIPATION**

 

**3.1****                               EligibilityRequirements**

 

Only an Eligible Employeeselected by the Committee may become a Participant in this Plan.  Moreover, a Participant shall not bepermitted to make new Participant Deferrals to the Plan, if he ceases to be anEligible Employee because he is no longer a member a select group of managementor highly compensated employees, or otherwise. The Committee shall notify an 

 

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Eligible Employee of hiseligibility for a Plan Year in such form as it may determine mostappropriate.  Current Participants remaineligible until notified otherwise.

 

**3.2****                               Participation**

 

An Eligible Employeeshall become a Participant in the Plan by the completion and timely filing withand subsequent acceptance by the Committee of the Deferral Election Form, insuch form and according to the terms and conditions established by theCommittee.  A Participant (or anyDesignated Beneficiary who becomes entitled to a benefit under the Plan)remains a Participant as to his Account until his Account Balance is fullydistributed under the terms of the Plan.

 

**ARTICLEIV**

**ELECTIONS,DEFERRALS & MATCHING CONTRIBUTIONS**

 

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

 

A.                                   Priorto December 31 or an earlier date set by the Committee, a Participant mayelect to defer Compensation for services to be performed in the next followingPlan Year by the execution and timely filing, and the Committee’s acceptanceof, a Deferral Election Form in such form and according to such proceduresas the Committee may prescribe from time to time.  Each such Deferral Election Form shallbe effective for the Plan Year to which the Deferral Election Form pertains.

 

B.                                     EachParticipant may elect 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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**4.2****                               Irrevocability,New Participants**

 

Any Election Form deliveredby a Participant shall be irrevocable with respect to any Compensation orPerformance Based Compensation covered by the elections set forth therein afterthe last date for making an effective election for such Compensation orPerformance Based Compensation in accordance with Code section 409A, or afterany earlier date prescribed by the Committee. The Committee, however, may reduce or eliminate Participant Deferralsupon granting a Participant’s request for a distribution based upon anUnforeseeable Emergency.

 

The initial DeferralElection Form of a new Participant shall be filed with the Company on adate established by the Committee, but in any event not later than 30 daysfollowing the date the Participant becomes eligible to participate in the Planand shall be effective only with respect to compensation for services to beperformed subsequent to the initial election through the end of that calendaryear.  Such first Deferral Election Form shallbe applicable to a Participant’s Compensation beginning with the first payrollin the month after such Form is filed and accepted by the Company.

 

**4.3****                               MatchingContributions**

 

The Company may, butshall not be required to, provide a deemed match, in such amounts as it maydetermine from time to time, for Participant Deferrals.  Such Matching Contributions, if any, shall becredited to the Matching Contribution Account of the Participant’s Account andshall be subject to the vesting requirements set forth in Section 6.2.  Such Matching Contributions shall not exceedthe greater of 50% of the Participant’s deferral or $50,000 per Participant peryear. Such Matching Contributions shall be credited on the Valuation Date(s) determinedby the Company in its sole discretion.

 

**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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**B.****           ****Bookkeeping Activity.** Participant Deferrals shall be credited to a Participant’s Account onthe business day they would otherwise have been made available as cash to theParticipant.  Matching Contributionsshall be credited to a Participant’s Account on the Valuation Date(s) theCompany designates, in its sole discretion. Deemed Earnings shall be credited or debited to each Participant’sAccount, as well as any distributions and any other withdrawals under thisPlan, as of each Valuation Date.  Accountsshall continue to be credited and debited with earnings and losses on eachValuation Date through the first to occur of (i) the last day of thepayroll period in which Participant Separates from Service or (ii) suchearlier date as established by the Committee with respect to amounts subject toa distribution on a Change of Control. Notwithstanding the foregoing, the portion of an Account allocated tothe Company Stock Deemed Crediting Option shall continue to be credited anddebited with earnings and losses on each Valuation Date until such portion isfully distributed under the terms of the Plan.

 

**5.2****         ****Deemed Crediting Options**

 

**A.****           ****General.** The Committee shall establish a portfolio of two or more DeemedCrediting Options, among which a Participant may allocate amounts credited tohis Account, which are subject to Participant direction under this Plan.  The Committee reserves the right, in its soleand exclusive discretion, to substitute, eliminate and otherwise change thisportfolio of Deemed Crediting Options, as well as the right to establish rules andprocedures for the selection and offering of these Deemed Crediting Options.Notwithstanding any other provision of this Plan, amounts allocated to theCompany Stock Deemed Crediting Option may not be reallocated, on or after February 25,2009, to another Deemed Crediting Option.

 

**B.****           ****Company Stock Deemed Crediting.** One of the Deemed 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

 

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dateor the next preceding date that the common stock was traded on such marketshall be used.

 

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

 

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

 

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

 

**5.4****         ****Valuation and Risk ofDecrease in Value**

 

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

 

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

 

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

 

**ARTICLE VI**

**VESTING**

 

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

 

A Participant shall befully vested at all times in Participant Deferrals, as well as Deemed Earningsupon Participant Deferrals, credited to his Participant Deferral Account.

 

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

 

A Participantshall vest in Matching Contributions, as well as Deemed Earnings upon MatchingContributions which are credited to his Matching Contribution Account, on thefourth anniversary of the date of the Matching Contribution.

 

Notwithstanding theabove, a Participant shall become fully vested in his Matching ContributionAccount upon Death, Disability, Change of Control or Retirement.  Upon other Separation from Service, aParticipant shall be entitled to the vested portion of his MatchingContribution Account, and any non-vested portion shall be forfeited.

 

**ARTICLE VII**

**DISTRIBUTIONS**

 

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

 

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

 

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

 

A Participant shallbecome entitled to receive a distribution from his Account at such time ortimes and by such method of payment as elected and specified in the Participant’sapplicable 

 

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annual Deferral ElectionForm, and/or as may be mandated by the provisions of this Article VIIbased upon the following distribution options:

** **

**A.****           ****Retirement Distribution.** If a Participant elects in his annual Deferral Election Form, he canreceive upon his Retirement from the Company a distribution of the portion ofthe Participant’s Account attributable to contributions deferred on suchDeferral Election 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 receivingRetirement installment payments, his Designated Beneficiary shall continue toreceive the remaining installments.  If subsequently,the Designated Beneficiary dies, any remaining installments will be paid to theDesignated Beneficiary’s estate.

 

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

 

**C.****           ****Change of Control Distribution.** If a Participant shall so elect in his annual Deferral Election Form, theportion of a Participant’s Account attributable to contributions deferred onsuch Deferral Election 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.

 

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

 

**E.****            ****Distribution Upon Participant’sDisability.**  If a Participant is determined by theCommittee to be Disabled, the portion of such Participant’s Accountattributable to contributions deferred on a Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be valued as of the Valuation Datenext following such Disability determination and shall be distributed in lumpsum or installments, as designated in his Deferral Election Form, within (orcommencing within, as applicable) sixty (60) days of such Disabilitydetermination; provided, however, that this sentence shall not apply ifdistribution of such portion of the Participant’s Account has commenced priorto such determination.

 

**F.****            ****Other Circumstances.** If a Participant incurs a Separation from Service due to a cause otherthan identified above, his vested Account shall be valued as of the ValuationDate next following such Separation from Service and shall be distributed inlump sum to him within sixty (60) days after such Separation from Service,regardless of any elections the Participant has made with respect todistribution of his Account.  If a Participantexperiences a Separation from Service or Retirement and distribution of all ora portion of his Account is not governed by an applicable Deferral ElectionForm, his Account or such portion shall be distributed to him in a lump sumwithin sixty (60) days after such Separation from Service or Retirement.  Notwithstanding the foregoing, the Account ofa Key Employee distributed under this Section 7.2.E shall be distributedon the first business day following the six-month anniversary of his or herSeparation from Service or Retirement.

 

**7.3****         ****Timing and Method of Payment Not Specified in Section 7.2**

** **

**A.****           ****Retirement Distribution.** At the election of a Participant in the applicable Deferral ElectionForm, a Participant may receive a Retirement distribution in a lump sum or inpayments of up to ten (10) annual installments (10 years) with the firstinstallment to begin within ten (10) days of the first business day on orafter January 1 in the calendar year following the Participant’s date ofRetirement and each subsequent installment to be paid thereafter within ten (10) daysof the first business day on or after January 1 of each calendar yearuntil the Account has

 

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been fully distributed;provided, however, the lump sum payment or initial installment payable to aParticipant who is a Key Employee shall be paid on the earlier of thecommencement date described above in this Section or the first businessday following the six-month anniversary of his Retirement.

 

**B.****           ****Distribution on a Specific Date.** At the election of a Participant in the applicable Deferral ElectionForm, a specific distribution date may be selected for payment, which date maybe as soon as three (3) years after the end of the deferral PlanYear.  Distribution will be either in theform of a lump-sum, occurring no later than thirty (30) days following thedistribution date elected on the Deferral Election Form, or in up to ten (10) annualinstallment payments beginning with the first business day on or after thedistribution commencement date selected by the Participant in his annualDeferral Election Form and continuing to be paid thereafter within ten (10) daysof the anniversary of the distribution date of each calendar year until theapplicable portion of the Participant’s Account has been fullydistributed.  A Participant’s Accountshall be valued as of such distribution (or distribution commencement) dateelected on the Deferral Election Form.

 

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

 

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

 

**F.****            ****Subsequent Elections.**  AParticipant who has made an Specific Date distribution or a Retirementdistribution election may make one or more subsequent elections to postpone thedistribution date or to change the form of payment to another form permitted bythe Plan and in accordance with Code Section 409A.  Such Subsequent Election shall be made inwriting in such form as is acceptable to the Committee or by such otherprocedure, including electronic communications, as the Committee may prescribeand (i) is made at least twelve months prior to the original distributiondate (in the case of a Specific Date distribution election); (ii) providesfor an effective date at least twelve months following the Subsequent Election;and (iii) postpones the commencement of payment for a period of not lessthan five years from the previous distribution date.

 

**G.****           ****2008 Transition Elections.** Pursuant to the Transition Relief, a Participant may make a specialdistribution election in 2008 that shall override any prior election.  Such special election shall not be effectiveto the extent it would (i) cause an amount not otherwise payable in 2008to become payable in 2008 or (ii) defer an amount scheduled to be paid in2008 into a future year.  Such specialelection shall be made in accordance with the terms and distribution choicesset forth under Sections 7.2 and 7.3, and such election may apply to all or aportion of the Participant’s Account attributable to amounts deferred for 2008or earlier years (“pre-2009 Account”). Such special election shall occur in accordance with proceduresestablished by the Committee and shall be irrevocable when submitted to theCommittee.

 

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

 

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

 

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the Custodian in suchform or by such other procedure, including electronic communications, as theCommittee may prescribe.  The Balance notdistributed from the Participant’s Account shall remain in the Plan.

 

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

 

If at any time the valueof the Participant’s Account is less than the applicable dollar amount underCode section 402(g)(1)(B) (or such other greater or lesser amount as maybe permitted under Code section 409A and Treasury Regulations thereunder), theCommittee, in its sole and exclusive discretion, may make a distribution inlump sum of the value of the entire Account. If the value of a Participant’s Account is zero upon the Valuation Dateof any distribution, the Participant shall be deemed to have received adistribution of such Account and his participation in the Plan terminates.  A distribution under this Section 7.6shall be carried out in accordance with Code section 409A and TreasuryRegulations thereunder, including the requirement that the distribution resultsin termination and liquidation of a Participant’s interest in all plansrequired to be aggregated for purposes of Code section 409A; and therequirement that the Committee evidence the exercise of its discretion inwriting no later than the date of the payment.

 

**ARTICLEVIII**

**ADMINISTRATION &CLAIMS PROCEDURE**

 

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

 

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

 

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

 

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

 

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

 

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

 

The Committee shall actby a majority of its members at the time in office.  Committee action may be taken either by avote at a meeting or by written consent without a meeting.  The Committee may authorize any one or moreof its members to execute any document or

 

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documents on behalf ofthe Committee.  The Committee shallnotify the Company, in writing, of such authorization and the name or names ofits member or members so designated in such cases.  The Company thereafter shall accept and relyon any documents executed by said member of the Committee or members asrepresenting action by the Committee until the Committee shall file with theCompany a written revocation of such designation.  With the permission of the Company, theCommittee may employ and appropriately compensate accountants, legal counsel,benefit specialists, actuaries, plan administrators and record keepers and anyother persons as it deems necessary or desirable in connection with theadministration and maintenance of the Plan. Such professionals and advisors shall not be considered members of theCommittee for any purpose.

 

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

 

A.            No member of the Board of Directors, no officer orEmployee of the Company, nor the Company shall be liable to any Employee,Participant, Designated Beneficiary or any other person for any action taken oract of omission in connection with the administration or operation of this Planunless attributable to his own fraud or willful misconduct.  Nor shall the Company be liable to anyEmployee, Participant, Designated Beneficiary or any other person for any suchaction taken or act of omission unless attributable to fraud, gross negligenceor willful misconduct on the part of a director, officer or Employee of theCompany.  Moreover, each Participant,Designated Beneficiary, and any other person claiming a right to payment underthe Plan shall only be entitled to look to the Company for payment, and shallnot have the right, claim or demand against the Committee (or any memberthereof), any director, officer or Employee of the Company.

 

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

 

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

 

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

 

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any of its dealings withParticipants hereunder, may conclusively rely on any Deferral Election Form,written statement, representation, or documents made or provided by suchParticipants.

 

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

 

All the costs andexpenses for maintaining the administration and operation of the Plan shall beborne by the Company unless the Company shall give notice (that PlanParticipants bear this expense, in whole or in part) to: (a) EligibleParticipants at the time they become a Participant by completion and filing ofa Deferral Election Form; or (b) to existing Participants during annual reenrollment.  Such notice shall detail theadministrative expense to be assessed a Plan Participant, how that expense willbe assessed and allocated to the Participant Accounts, and any other importantinformation concerning the imposition of this administrative expense.  This administration charge, if any, shalloperate as a reduction to the bookkeeping Account of a Participant or hisdesignated Beneficiary, and in the absence of specification otherwise shallreduce the Account, and be charged annually during the month of January.

 

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

** **

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

 

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

 

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

 

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

 

**8.7****         ****Litigation**

 

It shall only benecessary to join the Company as a party in any action or judicial proceedingaffecting the Plan.  No Participant orDesignated Beneficiary or any other person claiming under the Plan shall beentitled to service of process or notice of such action or proceeding, exceptas may be expressly required by law.  Anyfinal judgment in such action or proceeding shall be binding on allParticipants, Designated Beneficiaries or persons claiming under the Plan.

 

**ARTICLEIX**

**AMENDMENT,TERMINATION & REORGANIZATION**

 

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

 

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

 

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

 

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

 

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

 

The Company intends to continue the Plan indefinitely.  However, the Company by action of its Boardof Directors reserves the right to terminate the Plan at any time.  However, no such termination shall depriveany participant or Designated Beneficiary of a right accrued tinder the Planprior to the date of termination.  Anysuch termination shall be carried out in accordance with Code Section 409Aand Treasury Regulations thereunder.

 

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

 

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

 

**ARTICLE X**

**GENERALPROVISIONS**

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**10.3****       ****Not an Employment Contract**

 

The Plan is not and shallnot be deemed to constitute a contract between the Company and any Employee, orto be a consideration for, or an inducement to, or a condition of, theemployment 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 expresslyunderstood by the parties hereto that this Plan relates to the payment ofdeferred compensation for the Employee’s services, generally payable afterseparation from employment with the Company, and is not intended to be anemployment contract.

 

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

 

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

 

If to the Company or the Committee:

 

Cardinal Financial Corporation

8270 Greensboro Drive

Suite 500

McLean, Virginia 22102

 

If to the Participant:

 

At his last known address, as indicated by the recordsof the Company.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

C.            In the event that, in its discretion, the Companypurchases an asset(s) or insurance policy or policies insuring the life ofthe Participant to allow the Company to recover the cost of providing benefits,in whole or in part hereunder, neither the Participant, Designated Beneficiarynor any other beneficiary shall have any rights whatsoever therein in suchassets or in the proceeds therefrom.  TheCompany shall be the sole owner and beneficiary of any such assets or insurance

 

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policy and shall possessand may exercise all incidents 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 shall any Participant’s participation inthe acquisition of such assets or policy or policies be a representation to theParticipant, Designated Beneficiary or any other beneficiary of any beneficialinterest or ownership in such assets, policy or policies.  A Participant may be required to submit tomedical examinations, supply such information and to execute such documents asmay be required by an insurance carrier or carriers (to whom the Company mayapply from time to time) as a precondition to participate in the Plan.

 

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

 

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

 

**10.8****       ****Limitations on 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****       ****Plan Establishes Agreement Between Company andParticipant Only**

 

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

 

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

 

The benefits payableunder this Plan are for services already rendered and shall be independent of,and in addition to, any other benefits or compensation, whether by salary,bonus, fees or otherwise, payable to the Participant under any compensationand/or benefit arrangements or

 

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plans, incentive cash compensationsand stock plans and other retirement or welfare benefit plans, that now existor may hereafter exist from time to time.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

INWITNESS WHEREOF, the Plan has been executed on behalf of the Company on this25th day of February, 2009.

 

 

CARDINAL FINANCIALCORPORATION

 

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

 

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