Cardinal Financial Corporation Plans Offerings.

Business Editors

FAIRFAX, Va.--(BUSINESS WIRE)--Feb. 4, 2002

Cardinal Financial Corporation (NASDAQ, CFNL - Common, CFNLP - Preferred) (the "Company" or "Cardinal"), a bank holding company located in Fairfax, Virginia, announced today that its Board of Directors has authorized the Company to proceed with plans for offerings of shares of its common stock to existing shareholders in a rights offering and thereafter to the general public.

The precise number of shares to be offered in the offerings has not yet been determined, but it is currently anticipated that approximately 2,500,000 shares would be offered in the rights offering to existing shareholders as of a record date of February 1, 2002, with each shareholder being entitled to subscribe for one share for approximately every 1.7 shares of common stock held by the shareholder as of the record date.

Holders of shares of the Company's preferred stock would not be entitled to participate in the rights offering unless they had converted their shares of preferred stock into common stock prior to the record date for the rights offering.

Any of the shares offered in the rights offering that are not subscribed for, plus approximately 2,500,000 additional shares of common stock, would be offered in a best efforts underwritten public offering. Thus, a total of approximately 5,000,000 additional shares of common stock would be offered in the two offerings.

As of December 31, 2001, there were approximately 4,294,000 shares of common stock outstanding, not including approximately 1,024,000 shares of common stock issuable upon conversion of the Company's outstanding preferred stock.

The prices at which the shares would be offered in the rights offering and the public offering have not yet been determined.

However, the pricing of the shares to be sold in the offerings would be based upon a number of factors, including the Company's book value as of December 31, 2001, $3.21 per share (tangible book value per share at the same date was $3.06), the Company's history of operating losses, the Company's current performance, prospects for the banking industry, general market conditions, and the prices of equity securities of comparable companies.

Based upon these factors, the Company presently anticipates that the offering prices of its common stock in the rights offering and the public offering will more closely approximate book value per share than recent market prices. The closing bid price for the Company's common stock on Friday, February 1, 2002, was $5.94 per share.

If the offerings proceed in accordance with the plans outlined above, the Company would file a registration statement relating to the offerings with the Securities and Exchange Commission in February. The offerings described above would be made only through the prospectuses included in the registration statement filed with the SEC.

The common stock to be sold in the planned offerings may not be sold, nor may offers to buy, be accepted prior to the time the registration statement becomes effective.

This press release does not constitute an offer to sell, or the solicitation of any offer to buy, the Company's securities, nor shall there be any sale of the Company's securities in any state in which such an offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

There can be no assurance that the offerings described above will be completed. If the offerings proceed, an additional press release will be issued at the time the registration statement is filed with the Securities and Exchange Commission.

This press release contains forward-looking statements, which can be identified by the use of forward-looking terminology such as `may', `will', `expect', `anticipate', `estimate', or `continue', or the negative thereof or other comparable terminology.

Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company.

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievement of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

To learn more about Cardinal Financial Corporation and its subsidiaries, please log on to www.cardinalbank.com or call 703/279-5050.