Exhibit 99.2
Heritage Bancorp, Inc.
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints ____________________ and
____________________, jointly and severally, proxies, with full power to act
alone, and with full power of substitution, to represent the undersigned and to
vote, as designated below and upon any and all other matters that may properly
be brought before such meeting, all shares of common stock that the undersigned
would be entitled to vote at a Special Meeting of Shareholders of Heritage
Bancorp, Inc., a Virginia corporation (the "Company"), to be held at
________________________________________, on ________ __, 2000 at __:00 _.m.,
local time, or any adjournments thereof, for the following purposes:
1. To approve the Amended and Restated Agreement and Plan of
Reorganization dated as of June __, 2000 (the "Reorganization
Agreement") by and between the Company, Cardinal Merger Corp.
and Cardinal Financial Corporation, and a related Plan of
Merger, which provides for Heritage to be merged with and into
Cardinal Merger Corp. The Reorganization Agreement is enclosed
with the accompanying joint proxy statement/prospectus as
Appendix A.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon
any other business that may properly come before the meeting,
or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner
directed herein by the shareholder. If no direction is given, this proxy will be
voted for Item 1.
___________________________________ ___________________________________
Printed Name Signature
___________________________________
Signature
Dated: ___/___/00
(If signing as Attorney,
Administrator, Executor, Guardian
or Trustee, please add your title
as such.)
Please mark, sign, date and return promptly
