THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cardinal Financial Corporation (CFNL)

3/21/2006 Proxy Information

Some of the directors and officers of the Company are at present, as in the past, banking customers of the Company. As such, the Company has had, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. These transactions do not involve more than the normal risk of collectibility or present other unfavorable features. The aggregate outstanding balance of loans to directors, executive officers and their associates, as a group, at December 31, 2005 totaled approximately $35.0 million, or 27% of the bank’s equity capital at that date.

Mr. Garcia was a founding director of the Company’s subsidiary Cardinal Bank—Manassas/Prince William, N.A. in 1999 and became a director of Cardinal Bank, N.A. when the two subsidiaries were merged in 2002.

William E. Peterson, a director, is the manager and a 3.1% owner of Fairfax Corner Mixed Use, L.C. Fairfax Corner Mixed Use, L.C. owns a building in the Fairfax Corner shopping center and leases office space to George Mason. The lease commenced on July 1, 2002 and will terminate on June 30, 2007 without any option to extend. The rent that George Mason pays to Fairfax Corner Mixed Use, L.C. ranges from $1.2 million to $1.5 million per year during the term of the lease. Rent payments totaled $1.2 million in 2005.

On June 8, 2005, the Company acquired Wilson/Bennett Capital Management, Inc. (“Wilson/Bennett”), an asset management firm based in Alexandria, Virginia (the “Acquisition”). John W. Fisher, a director of the Company, is the founder and President and Chief Investment Officer of Wilson/Bennett and owned 90% of Wilson/Bennett. The Company acquired Wilson/Bennett from Mr. Fisher and James Moloney, the other shareholder of Wilson/Bennett, for $1.6 million in cash and 611,111 shares of common stock. The Company believes that the terms of the transaction were substantially similar to the terms of similar transactions that are the result of “arms length” negotiations between unrelated parties.

In connection with the Acquisition, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Fisher as of June 8, 2005. The Company also entered into a Registration Rights Agreement with Messrs. Fisher and Moloney as of June 8, 2005. The following information provides a brief description of the material terms and conditions of these agreements. The Employment Agreement provides for Mr. Fisher’s service as President and Chief Executive Officer of Wilson/Bennett. The term of the Employment Agreement continues until April 30, 2008, with automatic one-year renewals beginning on that date and each April 30 thereafter unless notice of non-renewal is provided by either party. The Employment Agreement provides for an annual base salary of $200,000. For each calendar year, Mr. Fisher is entitled to a bonus equal to (i) 10% of the net income of Wilson/Bennett if such net income does not exceed $1.0 million or (ii) $100,000 plus 20% of such net income if it exceeds $1.0 million. The Employment Agreement also provides for Mr. Fisher’s participation in employee benefit plans. Under the terms of the Employment Agreement, the Company can terminate employment for or without “cause”, and Mr. Fisher can terminate employment with or without “good reason”, each as provided in the Employment Agreement. If the Company terminates his employment other than for cause, death or disability, or Mr. Fisher terminates his employment for good reason, the Company will pay Mr. Fisher 12 months of his salary, all unpaid accrued salary and bonus, and the bonus for the year in which employment terminated. In the event that Mr. Fisher resigns within three months of a change of control of the Company, as defined in the Employment Agreement, or within three months of the date that the Company’s current chief executive officer ceases to serve as such, the Company will pay Mr. Fisher 150% of the sum of the salary and bonus that he had received in the 12 months preceding the date of termination of employment.

The Employment Agreement also includes covenants relating to non-competition, non-solicitation of customers and non-hiring of employees for a period of 18 months following termination of employment under the Agreement.

Under the Registration Rights Agreement, the Company has agreed to provide certain demand registration rights with respect to the 611,111 shares of Common Stock that the shareholders of Wilson/Bennett acquired in the Acquisition. Such shareholders have the right to make one written request to the Company for the registration of shares of Common Stock under the Securities Act of 1933, as amended, to permit the resale of them by such shareholders. Such demand registration right is limited to one-third of such shares or, in the event that a change of control has occurred with respect to the Company, as provided in the Registration Rights Agreement, or the Company’s employment of its current chief executive officer as such has terminated, all of such shares. The Company has the option to repurchase any such shares following the receipt of a written request for registration from the shareholders.

3/24/2005 Proxy Information

Some of the directors and officers of the Company are at present, as in the past, banking customers of the Company. As such, the Company has had, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. These transactions do not involve more than the normal risk of collectibility or present other unfavorable features. The aggregate outstanding balance of loans to directors, executive officers and their associates, as a group, at December 31, 2004 totaled approximately $22.1 million, or 22% of the bank's equity capital at that date.

William E. Peterson, a director, is the manager and a 3.1% owner of Fairfax Corner Mixed Use, L.C. Fairfax Corner Mixed Use, L.C. owns a building in the Fairfax Corner shopping center and leases office space to George Mason. The lease commenced on July 1, 2002 and will terminate on June 30, 2007 without any option to extend. The rent that George Mason pays to Fairfax Corner Mixed Use, L.C. ranges from $1.2 million to $1.5 million per year during the term of the lease. Rent payments totaled $1.4 million in 2004.

Mr. Garcia was a founding director of the Company's subsidiary Cardinal Bank—Manassas/Prince William, N.A. in 1999 and became a director of Cardinal Bank when the two subsidiaries were merged in 2002.