GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD
RESTON, VIRGINIA 20191
(703) 391-1300

March 15, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") to be
held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, on Wednesday, April 10, 2002, at 10:00 a.m.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of BDO
Seidman, LLP, the Company's independent auditors, will be present to respond to
appropriate questions of shareholders.

Detailed information concerning the financial condition of the Company
and the results of operations for the fiscal year ended September 30, 2001, is
contained in the 2001 Annual Report to Stockholders which accompanies the Proxy
Statement.

We hope you will be able to attend the Annual Meeting in person.
Whether or not you expect to attend, we urge you to sign, date and return the
enclosed proxy card so that your shares will be represented.

On behalf of the Board of Directors and all of the employees of the
Company, I wish to thank you for your support and interest. I look forward to
seeing you at the Annual Meeting.

Sincerely,

Carroll E. Amos
President and Chief Executive Officer

GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE P50
RESTON, VIRGINIA 20191

-------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On April
10, 2002
-------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") will be
held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, on Wednesday, April 10, 2002, at 10:00 a.m. Eastern time.

A Proxy Statement and proxy card for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and voting upon
the following matters:

1. The election of three directors for terms of three years,
each.

Consideration of an amendment to the Greater Atlantic
Financial Corp. 1997 Stock Option and Warrant Plan to increase
the number of options available for grant from 225,000 to
350,000 and to limit its application to officers and
employees.

3. Consideration of the Greater Atlantic Financial Corp. 2002
Stock Option Plan for Outside Directors.

4. The ratification of the appointment of BDO Seidman, LLP as
independent auditors of the Company for the fiscal year
ending September 30, 2002; and

5. Such other matters as may properly come before the meeting,
and at any adjournments thereof.

Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 11, 2002, as the voting record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
Only holders of the common stock of the Company as of the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum
or to approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders entitled to vote
at the Annual Meeting will be available at 10700 Parkridge Boulevard, Suite P50,
Reston, Virginia 20191 for a period of ten days prior to the Annual Meeting and
will also be available for inspection at the Annual Meeting.
By Order of the Board of Directors

Laurel L. Mitchell
Secretary
Reston, Virginia
March 15, 2002

EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE P50
RESTON, VIRGINIA 20191
(703) 391-1300

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
April 10, 2002

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to stockholders of Greater
Atlantic Financial Corp. (the "Company") in connection with the solicitation of
proxies by the Board of Directors for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held on Wednesday, April 10, 2002, at 10:00 a.m.,
Eastern time, at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, McLean,
Virginia, and at any adjournments thereof. The 2001 Annual Report to
Stockholders, containing the consolidated financial statements for the fiscal
year ended September 30, 2001, and a proxy card accompany this Proxy Statement
which is first being mailed to stockholders on or about March 15, 2002.

Regardless of the number of shares of common stock owned, it is
important that stockholders be represented by proxy or be present in person at
the Annual Meeting. Stockholders are requested to vote by completing the
enclosed proxy card and returning it, signed and dated, in the enclosed
postage-paid envelope. Stockholders are urged to indicate the way they wish to
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREON. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT,
FOR THE AMENDMENT TO THE 1997 STOCK OPTION AND WARRANT PLAN, FOR ADOPTION OF THE
2002 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, AND FOR THE RATIFICATION OF BDO
SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
2002.

The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.

A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. Proxies may also be solicited personally or by mail,
telephone, or telegraph by the Company's directors, officers and regular
employees, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.

VOTING SECURITIES

The securities which may be voted at this Annual Meeting consist of
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), with each share entitling its owner to one vote on each matter to be
voted on at the Annual Meeting. There is no cumulative voting for the election
of directors.

The close of business on March 11, 2002, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of the Company's Common Stock
outstanding on the Record Date was 3,012,434 shares.

The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum at the Annual Meeting. In the event there are
not sufficient votes for a quorum, at the time of the Annual Meeting, or to
approve or ratify any matter being presented, the Annual Meeting may be
adjourned in order to permit the further solicitation of proxies.

As to the election of Directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or
more of the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for the nominee being proposed is withheld.

As to other matters that may properly come before the Annual Meeting,
by checking the appropriate box, a shareholder may, (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) ABSTAIN from voting on such item. Under
the Company's Certificate of Incorporation and Bylaws, other matters will be
determined by a majority of the votes cast affirmatively or negatively, without
regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that
matter unless otherwise required by law.

Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board, none of whom will
be a director of the Company or any of its affiliates.

2
5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Persons and groups owning in excess of five percent of the Company's
Common Stock are required to file certain reports regarding such ownership with
the Company and with the Securities and Exchange Commission ("SEC"), in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act"). The
following table sets forth information regarding persons known to be beneficial
owners of more than five percent of the Company's outstanding Common Stock as of
March 11, 2002.

AMOUNT AND
AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ----------------------- -------------------------------------- -------------------------- ----------------

Common Stock Estate of William Calomiris 406,095 shares(2) 13.5%
1112 16th Street, N.W.
Washington, D.C. 20036

Common Stock Robert I. Schattner, DDS 427,896 shares(3) 14.2%
5901 Montrose Road
Rockville, MD 20852

Common Stock The Ochsman Children Trust 238,597 shares(4) 7.9%
1650 Tysons Boulevard
McLean, VA 22102

- ------------------------------------
(1) Does not include presently exercisable warrants to purchase 36,667, 20,000 and 13,334 shares held,
respectively, by the Estate of William Calomiris, Mr. Schattner, and the Ochsman Children Trust
under the Greater Atlantic Financial Corp. 1997 Stock Option Plan.
(2) The information furnished is derived from a Schedule 13D filed by Charles
W. Calomiris on March 1, 2001, and a Form 4 filed on January 4, 2002.
(3) The information furnished is derived from a Schedule 13D filed by Robert I Schattner and a Form 4 filed
on May 8, 2001.
(4) The information furnished is derived from a Schedule 13D filed by The Ochsman Children Trust on March
27, 2001.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors currently consists of six directors and is
divided into three classes. Each of the six members of the Board of Directors of
the Company also serves on the Board of Directors of Greater Atlantic Bank (the
"Bank"). Directors are elected for classified terms of three years, each, with
the term of office of only one class of directors expiring in each year.
Directors serve until their successors are elected and qualified.

The name of the three nominees for election to the Board of Directors
are set forth below, along with certain other information concerning that
individual and the other members of the Board as of March 11, 2002. Management
believes that each nominee will stand for election and will serve if elected as
a director. However, if a person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of another person recommended by the Board of Directors. UNLESS
AUTHORITY TO VOTE FOR A DIRECTOR IS WITHHELD, IT IS INTENDED THAT THE SHARES
REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED
FOR THE ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED
IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS

The following table sets forth, as of March 11, 2002, the name of the
nominee, the continuing directors, and the executive officers of the Company as
well as their ages; a brief description of their recent business experience,
including present occupations and employment; certain directorships held by
each; the year in which each became a director of the Company and the year in
which his term as director of the Company expires. This table also sets forth
the amount of Common Stock and the percent thereof beneficially owned as of the
Record Date by each director and all directors and executive officers as a group
as of the Record Date.

Expiration Shares of Ownership
Name and Principal of Common Stock as
Occupation at Present Director Term as Beneficially a Percent of
and for Five Years Age Since(1) Director Owned(1) Class
- -------------------------------------------------- ------- ------------ --------------- -------------------- -----------------
NOMINEES:

Charles W. Calomiris, Chairman of the 44 2001 2002 473,379 15.71%
Board of the Company, is the Paul M. shares(2)(3)
Montrone Professor of Finance and Economics
at the Columbia University Graduate School
of Business. Calomiris was elected to the
unexpired term of William Calomiris on
January 10, 2001.

Carroll E. Amos, President and Chief 54 1997 2002 44,160 shares(4) 1.47%
Executive Officer of the Company, is a private investor who until 1996 served
as President and Chief Executive Officer of 1st Washington Bancorp and
Washington Federal Savings Bank.

James B. Vito is Chairman of the Board of James 76 1998 2002 64,942 shares(2) 2.16%
B. Vito, Inc., a plumbing and heating Company
and managing general partner, James
Properties, engaged in the sale and
management of property.

CONTINUING DIRECTORS:
Paul J. Cinquegrana is a Vice President and 60 1997 2003 48,734 shares(2) 1.62%
the Managing Director of the Fixed Income
Department of Johnston, Lemon & Co., Inc., a
stock and bond brokerage firm.

Jeffrey W. Ochsman is an attorney and partner 49 1999 2003 500 shares *
of the law firm of Friedlander, Misler,
Friedlander, Sloan & Herz, PLLC.

Jeffrey M. Gitelman, D.D.S., is an Oral Surgeon 57 1997 2004 84,913 shares(2) 2.82%
and the owner of Jeffrey M. Gitelman - D.D.S., P.C.

SHARES OF
NAME AND PRINCIPAL COMMON STOCK
OCCUPATION AT PRESENT BENEFICIALLY OWNERSHIP AS A
AND FOR PAST FIVE YEARS AGE OWNED (1) PERCENT OF CLASS
- ------------------------------------------------------------ ----------- ------------------------- -------------------

EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS

David E. Ritter joined the Bank and the Company as a 52 300 shares(4) *
Senior Vice President and Chief Financial Officer in
1998. From 1996 to 1997, Mr. Ritter was a Senior
Financial Consultant with Peterson Consulting. From 1988
until 1996, he was the Executive Vice President and Chief
Financial Officer of Washington Federal Savings Bank.

Laurel L. Mitchell joined the Bank and Company as Corporate 43 Secretary in
October, 1999, after two years as an Executive Assistant with Collier,
Shannon, Rill & Scott, PLLC, a Washington, D.C. law firm. From 1993 to 1997,
Ms. Mitchell had been employed by America's Community Bankers.

All directors and executive officers as a group (eight _______ _______
persons)(3)

- ----------------------------------
(1) Each person effectively exercises sole voting or dispositive power as to shares reported.
(2) Does not include presently exercisable warrants to purchase 36,667, 3,334, 3,334, and 2,000 shares,
respectively, granted to Messrs. William Calomiris, Gitelman, Cinquegrana, and Vito under the Greater
Atlantic Financial Corp. 1997 Stock Option Plan.
(3) Includes 19,204 shares held directly, 406,095 shares held as one of four
Personal Representatives of the Estate of William Calomiris, 10,000 shares
held by his spouse and 38,080 shares held as custodian for minor children.
Does not include presently exercisable options to purchase 65,000 shares granted to Mr. Amos or 15,000
granted to Mr. Ritter under the Greater Atlantic Financial Corp. 1997 Stock Option and Warrant Plan.
* Does not exceed 1.0% of the Company's Common Stock.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF THE COMPANY

The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 2001. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
director served during fiscal 2001. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:

The Executive Committee consists of Messrs. Calomiris, Cinquegrana and
Amos. The purpose of this Committee is to review matters pertaining to
day-to-day operations, including review of operational policies and procedures
and loan applications. This Committee meets monthly. This Committee met 11 times
during fiscal 2001.

The Audit Committee consists of all outside Directors of the Company.
This Committee meets with the Bank's independent auditors, and evaluates
policies and procedures relating to auditing functions and internal controls.
This Committee held one meeting in fiscal 2001.

The Nominating Committee is not a standing committee but is convened as
needed with director members appointed by the Chairman. While the committee will
consider nominees recommended by stockholders, it has not actively solicited
recommendations from stockholders. Nominations by stockholders must comply with
certain procedural and informational requirements set forth in the Company's
Bylaws. See "Advance Notice of Business to be Conducted at an Annual Meeting."
The Nominating Committee met on January 30, 2002.

The Compensation Committee of the Company is responsible for Executive
Compensation and consisted of Directors Vito and Gitelman. The Committee
establishes compensation for the chief executive officer and reviews
compensation for other officers and employees. The Compensation Committee met
once during 2001.

DIRECTORS' COMPENSATION

FEES. Since the formation of the Company, the executive officers,
directors and other personnel have been compensated for services by the Bank and
have not received additional remuneration from the Company. Beginning on October
1, 1998, the Chairman was made a salaried officer of the Bank and the Company
and in those capacities received compensation at the rate of $3,000 per month.
Since December 1, 1999, each outside directors of the Bank has received $600 for
each Board meeting and $300 for each committee meeting attended.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the fiscal years
ended September 30, 2001, 2000 and 1999, to the Chief Executive Officer who was
the only executive officer to receive compensation in salary and bonus in excess
of $100,000 in the fiscal year ended September 30, 2001.

Securities
Name and Fiscal Underlying
Principal Position Year Salary Bonus Options/SARs
- -------------------- ------ --------- -------- ------------

Carroll E. Amos 2001 $156,000 $ - 45,000
President and Chief 2000 $148,500 $ - 36,334
Executive Officer 1999 $143,167 $3,300 33,334

7
10

For 2001, 2000 and 1999, there were no (a) perquisites over the lesser
of $50,000 or 10% of the Chief Executive Officer's total salary and bonus for
the year; (b) payments of above- market preferential earnings on deferred
compensation; (c) payments of earnings with respect to long-term incentive plans
prior to settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.

Employment Agreement. The Company has entered into an employment
agreement with Mr. Carroll E. Amos. The Employment Agreement is intended to
ensure that the Bank and the Company will be able to maintain a stable and
competent management base. The continued success of the Bank and the Company
depends to a significant degree on the skills and competence of its executive
officers, particularly the Chief Executive Officer.

The Employment Agreement provides for a three-year term for Mr. Amos
and provides that commencing on the first anniversary date and continuing each
anniversary date thereafter the board of directors may extend the Employment
Agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the board of directors
after conducting a performance evaluation of Mr. Amos. The Employment Agreement
provides that Mr. Amos's base salary will be reviewed annually. The base salary
provided for in the Employment Agreement for Mr. Amos was increased to $157,200
at the third anniversary date and to $165,400 on January 1, 2002. In addition to
the base salary, the Employment Agreement provides for, among other things,
participation in various employee benefit plans and stock-based compensation
programs, as well as furnishing fringe benefits available to similarly situated
executive personnel. Effective November 1, 1998, the Employment Agreement also
provides for an automobile allowance of $9,600 per year.

The Employment Agreement provides for termination by the Bank for cause
(as defined in the Employment Agreement) at any time. In the event the Bank
chooses to terminate Mr. Amos's employment for reasons other than for cause or,
in the event of Mr. Amos's resignation from the Bank upon: (i) failure to
re-elect Mr. Amos to his current office; (ii) a material change in Mr. Amos's
functions, duties or responsibilities; (iii) a relocation of Mr. Amos's
principal place of employment by more than 30 miles; (iv) liquidation or
dissolution of the Bank or the Company; or (v) a breach of the Employment
Agreement by the Bank, Mr. Amos or, in the event of death, Mr. Amos's
beneficiary would be entitled to receive an amount generally equal to the
remaining base salary and bonus payments that would have been paid to Mr. Amos
during the remaining term of the Employment Agreement. The Bank would also
continue and pay for Mr. Amos's life, health and disability coverage for the
remaining term of the Employment Agreement. Upon any termination of Mr. Amos's
employment, Mr. Amos is subject to a covenant not to compete with the Bank for
one year.

Under the Employment Agreement, if involuntary termination or voluntary
termination follows a change in control of the Bank or the Company, Mr. Amos or,
in the event of his death, his beneficiary, would receive a severance payment
generally equal to the greater of: (i) the payments due for the remaining terms
of the agreement, including the value of stock-based incentives previously
awarded to Mr. Amos; or (ii) three times the average of the three preceding
taxable years' annual compensation. The Bank would also continue Mr. Amos's
life, health, and disability coverage for thirty-six months. In the event of a
change in control of the Bank, the total amount of payment due under the
Employment Agreement, based solely on the base salary

paid to Mr. Amos, and excluding any benefits under any employee benefit plan
which may otherwise become payable, would equal approximately $472,600.

All reasonable costs and legal fees paid or incurred by Mr. Amos
pursuant to any dispute or question of interpretation relating to the Employment
Agreement is to be paid by the Bank, if he is successful on the merits pursuant
to a legal judgment, arbitration or settlement. The Employment Agreement also
provides that the Bank will indemnify Mr. Amos to the fullest extent allowable
under federal law.

1997 INCENTIVE STOCK OPTION AND WARRANT PLAN. Under the Greater
Atlantic Financial Corp. 1997 Stock Option and Warrant Plan (the "Option
Plan"), which was ratified by shareholders in 1997 and amended in 2000, options
are granted to employees at the discretion of a committee comprised of
disinterested directors who administer the plan.

The following table provides information with respect to options
granted to the Chief Executive Officer in fiscal year 2001.

OPTION GRANTS IN LAST FISCAL YEAR

NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
(A) (B) (C) (D) (E)
- -------------------- ------------------ ---------------- --------------- ---------------

Carroll E. Amos 8,666 100% $4.00 12-1-2010

The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding stock options held
by the Chief Executive Officer as of September 30, 2001. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the price of the
Common Stock as of the end of the fiscal year on September 30, 2001. At the
Record Date, options for 65,000 shares of Common Stock were exercisable by Mr.
Amos.

FISCAL YEAR-END OPTIONS/SAR VALUES
---------------------------------------------------------

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS AT FISCAL YEAR END MONEY OPTIONS AT FISCAL YEAR
ACQUIRED ON VALUE (#) END ($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------- ------------------ --------------- ------------------------- ----------------------------

Carroll E. Amos 0 0 45,000/0 $12,132/0

(1) Average market value of underlying securities during the fiscal year 2001 ($3.785 per share) minus the average exercise or
base price of $7.05 per share.

PROPOSAL 2. RATIFICATION OF AN AMENDMENT TO
THE GREATER ATLANTIC FINANCIAL CORP. 1997
STOCK OPTION AND WARRANT PLAN

On October 15, 1997, the board of directors of the Company adopted the
Greater Atlantic Financial Corp. 1997 Stock Option and Warrant Plan which
provided for the granting of up to 94,685 warrants to the original investors and
provides for the granting of up to 76,667 options to purchase common stock to
eligible officers, employees, and directors of the Company and the Bank. In
December, 1999, the Board of Directors voted to increase the number of shares
with respect to which options may be granted from 76,667 to 225,000, and that
action by the Board was approved by the stockholders at the annual meeting held
on March 14, 2000.

As of March 11, 2002, options for 195,000 shares had been granted to
officers and employees of the Company, the Bank and its subsidiary, leaving only
options for approximately 30,000 shares available for grant. At its meeting held
on January 30, 2002, the Board of Directors voted to increase the number of
shares with respect to which options may be granted by 125,000, from 225,000 to
350,000, and to limit grants to officers and employees. The Board of Directors
believes that the 1997 Plan has been effective in helping to attract, retain and
motivate officers and employees and now seeks stockholder approval to increase
the number of shares with respect to which options may be granted to officers
and employees under the 1997 Plan in the future.

The Board of Directors believes that the granting of stock options can
be very effective over time as an important component of the Company's overall
compensation strategy. In order to continue to be able to retain key employees,
the Company needs the ability to offer market competitive, long-term
compensation opportunities. For these reasons, the Company wishes to continue
its stock option program. All employees of the Company, the Bank and its
subsidiaries are eligible to participate in the stock option plan. The committee
administering the plan will determine the terms of awards granted to officers
and employees. The committee will also determine whether stock options will
qualify as incentive stock options or non-statutory stock options, as described
below, the number of shares subject to each stock option, the exercise price of
each stock option, the method of exercising stock options, and the time when
stock options become exercisable.

An individual generally will not recognize ordinary income upon the
grant of a non-statutory stock option or incentive stock option or upon the
exercise of an incentive stock option, provided the individual does not dispose
of the shares received through the exercise of the incentive stock option for at
least one year after the date the individual receives the shares in connection
with the option exercise and two years after the date of grant of the stock
option (a "disqualifying disposition"). In the case of a non-statutory stock
option and in the case of a disqualifying disposition of shares received in
connection with the exercise of an incentive stock option, an individual will
recognize ordinary income upon exercise of the stock option (or upon the
disqualifying disposition) in an amount equal to the amount by which the fair
market value of the common stock exceeds the exercise price of the stock option.
The amount of any ordinary income recognized by an optionee upon the exercise of
a non-statutory stock option or due to a disqualifying disposition will be a
deductible expense to the Company for tax purposes

Stock options are exercisable for a period of time following the date
on which the optionee ceases to perform services for the Bank or the Company,
except that in the event of death or disability, options accelerate and become
fully vested and could be exercisable for up to one year thereafter or such
other period of time as determined by the Company. In the case of death or
disability, stock options may be exercised for a period of 12 months or such
other period of time as determined by the committee. However, any incentive
stock options exercised more than three months following the date an employee
ceases to perform services as an employee would be treated essentially as a
non-statutory stock option. In the event of retirement, if the optionee
continues to perform services on behalf of the Bank, the Company or an
affiliate, unvested options and awards would continue to vest in accordance with
their original vesting schedule until the optionee ceases to serve. In the event
of death, disability or normal retirement, the Company, if requested by the
optionee, or the optionee's beneficiary, could elect, in exchange for vested
options, to pay the optionee, or the optionee's beneficiary in the event of
death, the amount by which the fair market value of the common stock exceeds the
exercise price of the options on the date of the employee's termination of
employment.

The Board of Directors recommends that you vote "FOR" the increase in
the number of options available for grant under the 1997 Stock Option and
Warrant Plan from 225,000 to 350,000.

PROPOSAL 3. APPROVAL OF THE GREATER ATLANTIC FINANCIAL CORP.

2002 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

On January 30, 2002, the Board of Directors of Greater Atlantic adopted
the Greater Atlantic Financial Corp. 2002 Stock Option Plan for Outside
Directors, a copy of which is attached as Appendix A to the proxy statement, and
voted to submit it to the stockholders for approval at the annual meeting. The
Board of Directors adopted the plan because it believed that such a plan would
make it easier to attract able persons to become outside directors of the
Company, and to provide an additional inducement for outside directors to remain
with the Company. The granting of stock options advances the interests of the
Company and its stockholders by providing directors upon whose judgment,
initiative and efforts the successful conduct of the business of the Company
largely depends with additional incentive, in the form of a proprietary
interest, to perform in a superior manner.

Summary of the Plan

TYPE OF STOCK OPTION GRANTS AND PARTICIPANTS. The 2002 plan provides
for the grant of non-statutory stock options to non-employee directors of the
Company.

NUMBER OF SHARES OF COMMON STOCK AVAILABLE. A total of 100,000 shares
of common stock are authorized for issuance under the 2002 plan. These shares
may come from either authorized but unissued shares or shares held in treasury.

AMENDMENT OF THE PLAN. The Board of Directors has the authority to
amend or terminate the 2002 plan, provided such action does not adversely affect
any option previously granted under the 2002 plan. The stockholders, however,
must approve any amendment that would

materially: (1) increase the benefits accruing to participants under the plan;
(2) increase the total number of shares that may be issued under the plan; or
(3) modify the eligibility requirements.

ADMINISTRATION OF PLAN AND GRANTS OF STOCK OPTIONS. The 2002 plan is
administered by a committee of the Board of Directors of the Company. The
committee has the power to decide: (1) who will be granted options; (2) the
number of shares underlying each option; (3) the date or dates when each option
will vest in whole or in part and the terms and conditions of vesting; and (4)
any other terms and conditions subject to an option, so long as those other
terms and conditions are not inconsistent with the 2002 plan. The committee's
determinations and interpretations of the 2002 plan and the options granted
under the 2002 plan are final and binding upon all 2002 plan participants. All
options granted under the 2002 plan will be granted at not less than 100% of the
fair market value of the Company's common stock on the date of grant. No option
will have a term longer than ten years from the date of grant.

EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. If a participant's
service is terminated, he or she may exercise his or her options for the period
of time specified in the award agreement.

EFFECT OF A CHANGE IN CONTROL. The 2002 plan provides that if a change
in control (as defined in the plan) occurs, regardless of an optionee's
termination of service, all outstanding options will become and remain
immediately exercisable for the full term of the options.

TRANSFERABILITY. The 2002 plan generally does not allow for the
transfer of options, except if specified in a written will of an optionee or by
the laws of descent and distribution. However, under limited circumstances, non-
statutory stock options may be transferred for valid estate planning purposes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following brief
description of the tax consequences of stock option grants under the 2002 plan
is based on federal income tax laws currently in effect and does not purport to
be a complete description of such federal income tax consequences. The grant of
a non-statutory stock option is not a taxable event. However, upon the exercise
of a non-statutory stock option, an optionee will recognize ordinary income
equal to the difference between the option exercise price and the fair market
value of the Company common stock on the date of exercise, multiplied by the
number of shares purchased upon exercise of the option. The Company will receive
a tax deduction equal to the ordinary income recognized by the optionee. Outside
Directors are not subject to tax withholding.

NEW PLAN BENEFITS

The Company anticipates that no option grants will be made to
non-employee directors until after the effective date of the 2002 plan. As of
the date of this proxy statement, no specific determinations have been made
regarding any future grants under the plan at this time.

The Board of Directors recommends that you vote "FOR" approval of the
2002 Stock Option Plan for Outside Directors.

PROPOSAL 4. RATIFICATION OF APPOINTMENT

OF INDEPENDENT AUDITORS

The Company's financial statements as of September 30, 2001 were
audited by BDO Seidman, LLP.

The Company's Board of Directors has reappointed BDO Seidman, LLP to
continue as independent auditors for the Bank and the Company for the year
ending September 30, 2002 subject to ratification of such appointment by the
stockholders.

A representative of BDO Seidman, LLP will be present at the Annual
Meeting, will be given an opportunity to make a statement if so desired and will
be available to respond to appropriate questions from stockholders present at
the Annual Meeting.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY, IF EXECUTED AND RETURNED, WILL BE VOTED FOR RATIFICATION OF THE
APPOINTMENT OF BDO SEIDMAN, LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.

The Board of Directors recommends a vote "FOR" ratification of the
appointment of BDO Seidman, LLP as the independent auditors of the Company.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for
assisting the Board in fulfilling its responsibility to the shareholders
relating to corporate accounting, reporting practices and the quality and
integrity of the financial reports of the Company. Additionally, the Audit
Committee selects the auditors and reviews their independence and their annual
audit. The Audit Committee is comprised of 5 directors, each of whom is
independent under the Nasdaq's listing standards. The Audit Committee acts under
a written charter adopted by the Board of Directors.

The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and the additional matters required under Statement on Auditing
Standards No. 61. Based on such review and discussions, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2001 for filing with the Securities and Exchange
Commission.

(The names of the members of the Audit Committee
appear on the following page.)

Charles W. Calomiris, Chairman
Paul J. Cinquegrana
Jeffrey M. Gitelman
Jeffrey W. Ochsman
James B. Vito

TRANSACTIONS WITH RELATED PERSONS

Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
board of directors.

The Bank currently makes loans to its executive officers and directors
on the same terms and conditions offered to the general public. The Bank's
policy provides that all loans made by the Bank to its executive officers and
directors be made in the ordinary course of business, on substantially the same
terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features. As of September 30, 2001,
one of the Bank's directors had loans with the bank which had outstanding
balances totaling $334,000. Such loans were made by the bank in the ordinary
course of business, with no favorable terms and do not involve more than the
normal risk of collectibility or present unfavorable features.

The Company's policy is that all transactions between the Company and
its executive officers, directors, holders of 10% or more of the shares of any
class of its common stock and affiliates thereof, will contain terms no less
favorable to the Company than could have been obtained by it in arm's length
negotiations with unaffiliated persons and will be approved by a majority of
independent outside directors of the Company not having any interest in the
transaction.

COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

Section 16(a) of the Securities and Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., and to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5 were
required for those persons, the Company believes that Director Calomiris was ten
days late in filing a Form 3 in January,

2001, following his election as Chairman of the Board and 15 days late in filing
a Form 5 for the year ended September 30, 2001.

ADDITIONAL INFORMATION

Stockholder Proposals

To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following fiscal
year ending September 30, 2002, a stockholder proposal must be received by the
Secretary of the Company, at the address set forth on the first page of this
Proxy Statement, no later than December 1, 2002. Any shareholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.

Advance Notice of Business to be Conducted at an Annual Meeting

The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the acCompanying
proxy card to vote the shares represented thereby on such matters in accordance
with their best judgment.

Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.

15
19

INDEPENDENT AUDITORS

The independent public accounting firm of BDO Seidman, LLP acted as the
independent auditors of the Company and the Bank for 2001 and the same firm has
been selected to perform the same duties for 2002 for the Company and the Bank.
A representative of the firm will be available to respond to appropriate
questions at the Annual Meeting of the Stockholders.

AUDIT FEES

BDO Seidman, LLP billed the Company aggregate fees of $74,967 for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the reviews of the condensed
consolidated financial statements included in the Company's Form 10-KSB for the
fiscal year ended September 30, 2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

BDO Seidman, LLP did not provide any such services to the Company for
the year ended September 30, 2001.

AUDIT COMMITTEE DETERMINATION

The Audit Committee of the Board of Directors has considered and
determined that the independent auditor's provision of other non-audit services
to the Company is compatible with maintaining the auditor's independence.

A COPY OF THE FORM 10-KSB (WITHOUT EXHIBITS) FOR THE YEAR ENDED
SEPTEMBER 30, 2001, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO GREATER ATLANTIC FINANCIAL CORP.
MS. LAUREL L. MITCHELL, CORPORATE SECRETARY, 10700 PARKRIDGE BOULEVARD, SUITE
P50, RESTON, VIRGINIA 20191.

By Order of the Board of
Directors

Laurel L. Mitchell
Corporate Secretary

Reston, Virginia
March 15, 2002

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

APPENDIX A

GREATER ATLANTIC FINANCIAL CORP.
2002 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

GREATER ATLANTIC FINANCIAL CORP. (the "Company") has adopted this
STOCK OPTION PLAN for the following purposes:

o to make it easier to attract able persons to become Outside Directors of
the Company, and

o to provide an additional inducement for Outside Directors to remain with
the Company.

Certain capitalized terms used in this Plan are defined in Section 14.

1. WHO IS ELIGIBLE; WHO MAKES GRANTS?
---------------------------------

(a) ELIGIBILITY. Outside Directors of the Company are eligible to
-----------
to receive stock option grants under this Plan.

(b) PLAN ADMINISTRATION. The Plan shall be administered by the
entire Board of Directors of the Company or a committee of the
Board of Directors of the Company which shall consist of two or
more disinterested directors. A member of the Board is deemed to
be "disinterested" only if he or she satisfies the requirements
as the Securities and Exchange Commission may establish for
Outside Directors administering plans intended to qualify for an
exemption under Rule 16b-3 (or its successor) under the
Securities Exchange Act of 1934, as amended. For purposes of
this Plan the term "Committee" shall refer to the persons
administering the Plan.

The Committee has the power to decide:

(i) who will be granted stock options;

(ii) the number of shares to be covered by each stock option;

(iii) the date or dates when each stock option will vest in
whole or in part and the terms and conditions of vesting;
and

(iv) any other terms and conditions subject to a stock option,
so long as those other terms and conditions are not
inconsistent with this Plan.

The Committee's determinations and interpretations of this Plan
and the Options granted hereunder are final and binding upon all
Plan participants.

A-1

(c) CONFIRMATION OF AN OPTION GRANT. Each Option grant must be
----------------------------------
evidenced by a written award agreement. The agreement must be in a
form acceptable to the Committee and executed by both a
representative of the Committee and the Optionee.

2. STOCK OPTIONS.
-------------

This Plan provides for the grant of Non-Statutory Stock Options. The terms
and conditions of each Option grant will be set forth by the Committee in
each Optionee's award agreement.

3. EXERCISE OF STOCK OPTIONS; PAYMENT.
----------------------------------

(a) TIME OF EXERCISE. The period of time during which each Option
-----------------
may be exercised will be fixed by the Committee at the time of
grant. However, no Option may be exercised more than 10 years
after the Date of Grant.

(b) HOW TO EXERCISE. To exercise an Option, an Optionee must
-----------------
complete an Option Exercise Notice and return it to the Committee
or the Committee's designee.

(i) CASH PAYMENT. All or any portion of the Option Price
-------------
for any Option may be paid in cash or a certified check
at the time of exercise.

(ii) OTHER FORMS OF PAYMENT. The Committee may, from time to
----------------------
time, specify other methods of payment that may be used to
exercise Options, including a "cashless" exercise
procedure or the use of mature shares of Common Stock as
payment.

4. DETERMINATION OF FAIR MARKET VALUE.
----------------------------------

(A) PUBLIC MARKET. If the Common Stock is listed on a generally
-------------
recognized United States securities exchange or is listed on
Nasdaq, Fair Market Value will be the closing price reported on
the date of grant. If there are no sales of Common Stock on that
date, then Fair Market Value will be the closing price on the last
date that the Common Stock traded prior to the date of exercise.

(b) NO PUBLIC MARKET. If the Common Stock is not so listed, then
-----------------
Fair Market Value on any day will be determined by the Committee
in good faith, using such criteria as the Committee may believe
appropriate.

A-2

5. TRANSFERABILITY
---------------

Unless otherwise determined by the Committee, no Non-Statutory Stock
Option may be transferred except, after the death of the Optionee, by the
will of the Optionee or by the laws of descent and distribution in
intestacy proceedings. The Committee may, however, in its sole discretion
permit transferability or assignment of a Non-Statutory Stock Option if
such transfer, or assignment is, in its sole discretion, for valid estate
planning purposes and such transfer or assignment is permitted by the Code
and Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

6. TERMINATION OF SERVICE.
----------------------

(a) RESIGNATION. Unless otherwise determined by the Committee, if a
-----------
person's service with the Company terminates because of the voluntary
resignation of such person, all unvested Options held by such person
on the date of such termination (the "Termination Date") will
immediately and automatically be canceled as of the the Termination
Date and may not be exercised. Vested Options may be exercised within
90 days of the Termination Date, but only to the extent such Options
could have been exercised on the date the resignation is effective.

(b) REMOVAL FOR CAUSE. Unless otherwise determined by the Committee, if
-----------------
a person's service with the Company terminates because such person is
removed from office for Cause (as defined below), all vested and
unvested Options held by such person on his or her Termination Date
will immediately and automatically be canceled as of the Termination
Date and may not be exercised.

For purposes of this Plan, an Optionee is removed for Cause if his or
her removal results from the participant's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses).

(c) DISABILITY. Unless otherwise determined by the Committee, if a
-----------
person's service with the Company is terminated because such person
has become disabled (within the meaning of Section 22(e)(3) of the
Code), then all Options held by such person on his or her Termination
Date immediately vest and remain exercisable for a period of two (2)
years after the Termination Date.

(d) RETIREMENT. Unless otherwise determined by the Committee, in the
----------
event a person retires under any retirement plan of the Bank or the
Company with respect to Board members, all vested Options held by
such person on his or her Termination Date may

A-3

be exercised by such person at any time within two (2) years after
the Termination Date, but only to the extent that the Options could
have been exercised on the day before the Termination Date.

(e) DEATH. Unless otherwise determined by the Committee, if a person's
-----
service with the Bank or the Company is terminated because of the
death of such person, all Options held by such person on the date of
his or her death immediately vest and remain exercisable by the
person's estate or designated beneficiary for a period of two (2)
years after his or her death.

7. SPECIAL PROVISIONS FOR A CHANGE IN CONTROL.
------------------------------------------

(a) ACCELERATION OF OPTIONS UPON A CHANGE IN CONTROL. If a Change in
---------------------------------------------------
Control occurs, then all Options held by Optionees under this Plan
which are outstanding on the date of the Change in Control will
become and remain immediately exercisable in full or the remainder of
the term of such Options, regardless of the Optionee's termination of
employment or service, or any provision to the contrary in this Plan
or in an Option award agreement.

(b) CHANGE IN CONTROL. For purposes of this Plan, a Change in Control
-----------------
shall mean an event of a nature that: (i) would be required to be
reported in response to Item 1(a) of the current report on Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii)
results in a Change in Control of the Institution or the Company
within the meaning of the Home Owners' Loan Act of 1933, as amended,
the Federal Deposit Insurance Act, and the Rules and Regulations
promulgated by the Office of Thrift Supervision (or its predecessor
agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under the rules and
regulations of the OTS, the Board shall substitute its judgment for
that of the OTS); or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (A) any
"person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of voting
securities of the Bank or the Company representing 20% or more of the
Bank's or the Company's outstanding voting securities or right to
acquire such securities except for any voting securities of the Bank
purchased by the Company and any voting securities purchased by any
employee benefit plan of the Company or the Bank, or (B) individuals
who constitute the Board on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Company's stockholders was
approved by a Nominating Committee solely composed of members which
are Incumbent Board members, shall be, for purposes of this clause
(B), considered as though he were a member of the Incumbent Board, or
(C) a plan of reorganization, merger, consolidation, sale of

A-4

all or substantially all the assets of the Bank or the Company or
similar transaction occurs or is effectuated in which the Bank or
Company is not the resulting entity; provided, however, that such an
event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required federal regulatory
approvals not including the lapse of any statutory waiting periods,
or (D) a proxy statement has been distributed soliciting proxies from
stockholders of the Company, by someone other than the current
management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or Bank with
one or more corporations as a result of which the outstanding shares
of the class of securities then subject to such plan or transaction
are exchanged for or converted into cash or property or securities
not issued by the Bank or the Company shall be distributed, or (E) a
tender offer is made for 20% or more of the voting securities of the
Bank or Company then outstanding.

8. SHARES AVAILABLE UNDER THIS PLAN: ADJUSTMENTS FOR STOCK DIVIDENDS,
--------------------------------------------------------------------
RECAPITALIZATIONS, ETC.
-----------------------

(a) SHARES AVAILABLE FOR GRANT. One Hundred Thousand (100,000) shares,
--------------------------
subject to adjustment under paragraph (b) below, are available for
purchase upon the exercise of Options granted under this Plan. If any
Option granted under this Plan is cancelled, terminates, or expires
for any reason without having been exercised in full, the number of
unexercised shares subject to the Option will again be available for
the grant of Options under this Plan. Payment of an Option Price with
shares will not increase the number of shares of Common Stock
available under this Plan.

(b) ADJUSTMENTS FOR STOCK DIVIDENDS, RECAPITALIZATIONS, ETC. The
--------------------------------------------------------------
Committee is authorized to and may make adjustments to the Option
Price and number of securities covered by outstanding Options as the
Committee believes are equitable to preserve the rights of Optionees
after a stock dividend, stock split, recapitalization, merger,
division or other similar event, if any occur in the future.

(c) NO FRACTIONAL SHARES. No adjustment under paragraph (b) above will
--------------------
require the Company to issue a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution will be eliminated and not
carried forward to any later adjustment or substitution.

A-5

9. NO RIGHT TO OPTIONS OR EMPLOYMENT
---------------------------------

Neither the adoption of this Plan, nor any action by the Committee, will
give any person:

(a) any right to be granted an Option, or

(b) any right to serve on the Board of Directors of the Bank or the
Company.

10. EFFECTIVE DATE OF PLAN.
----------------------

The Plan shall become effective upon approval of the Company's
stockholders.

11. AMENDMENT AND TERMINATION OF PLAN.
---------------------------------

The Board may amend this Plan at any time and from time to time, or may
terminate this Plan at any time, except that approval of the Company's
shareholders will be required for any amendment that (i) would materially
increase the benefits accruing to participants under the Plan, (ii) would
materially increase the total number of shares of Common Stock or other
securities as a percentage of the overall ownership of the Company that may be
issued under the Plan, or (iii) would materially modify the requirements for
eligibility to participate in the Plan. No such termination will terminate or
adversely affect any outstanding Options granted under the Plan before such
termination. No such amendment of the Plan will adversely affect any outstanding
Option granted under the Plan before such amendment.

12. MISCELLANEOUS.
-------------

(a) STOCK CERTIFICATES. The Company will issue stock certificates
-------------------
representing the shares purchased upon any exercise of Options, as
soon as practicable after exercise. Such certificates will be
registered as directed by the Optionee.

(b) GOVERNING LAW. This Plan, all Options granted under this Plan, and
--------------
all actions taken or omitted which relate to this Plan or such
Options, will be governed by the laws of the State of Delaware to the
extent not pre-empted by federal law.

14. DEFINITIONS.
-----------

The following terms will have the following meanings, when used in this
Plan:

"BANK" means Greater Atlantic Bank.

"BOARD" means the Board of Directors of the Company.

"CHANGE OF CONTROL" is defined in Section 7.

A-6

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMON STOCK" means the common stock of the Company.

"COMPANY" means Greater Atlantic Financial Corp.

"DATE OF GRANT" means the date on which the Committee grants an Option to
an Outside Director.

"FAIR MARKET VALUE" is defined in Section 4.

"NON-STATUTORY STOCK OPTION" means an Option that requires no specific
holding period and no maximum time period by which the Option must lapse, unless
specified in the Plan. Following the exercise of a Non-Statutory Stock Option,
an Option is taxed at ordinary income tax rates on the difference between the
Option Price and the Fair Market Value of the Common Stock on the date of
exercise. The Company is entitled to a corresponding tax deduction.

"OPTION" for purposes of this Plan means a Non-Statutory Stock Option.

"OPTIONEE" means a participant in this Plan who has been granted an
Option.

"OPTION PRICE" means the price at with an Optionee can purchase shares of
Common Stock pursuant to an Option, with respect to an Option granted under this
Plan, no Option shall be granted at less than 100% of the Fair Market Value of
the Common Stock underlying the Option on the Date of Grant.

"OUTSIDE DIRECTOR" means a member of the Board of Directors of the Company
or Bank who is not an employee of the Bank or the Company.

"PLAN" means this Greater Atlantic Financial Corp. 2002 Stock Option
Plan, as it may be amended from time to time.

APPROVED BY COMPANY BOARD OF DIRECTORS:

DATE: January 30, 2002

A-7

REVOCABLE PROXY
GREATER ATLANTIC FINANCIAL CORP

ANNUAL MEETING OF STOCKHOLDERS
APRIL 10, 2002 - 10:00 A.M.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee, consisting of
each member of the Board of Greater Atlantic Financial Corp. (the "Company"),
each with full power of substitution, to act as attorneys and proxies for the
undersigned, and to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote only at the Annual Meeting of Stockholders, to
be held at the Holiday Inn, Tysons Corner, 1960 Chain Bridge Road, Mclean,
Virginia, on April 10, 2002 at 10:00 a.m., and at any and all adjournment
thereof, as follows:

This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, this proxy
will be voted by those named in this other business to be presented at the
Annual Meeting.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
GREATER ATLANTIC FINANCIAL CORP.

APRIL 10, 2002

Please Detach and Mail in the Envelope Provided

X PLEASE MARK VOTES AS IN THIS
- --- EXAMPLE USING DARK INK ONLY

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.

FOR the nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for the nominees
to the contrary) listed at right

1. ELECTION
OF
DIRECTORS /__/ /__/

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.)

- ----------------------------------------------------

NOMINEES:

Charles W. Calomiris
Carroll E. Amos
James B. Vito

2. Amendment of the Greater Atlantic Financial Corp. 1997 Stock Option and
Warrant Plan to increase the number of options available for grant from 225,000
to 350,000 and to limit its application to officers and employees.

FOR AGAINST ABSTAIN
--- ------- -------
/--/ /--/ /--/

3. Approval of the Greater Atlantic Financial Corp. 2002 Stock Option Plan for
Outside Directors.

FOR AGAINST ABSTAIN
--- ------- -------
/--/ /--/ /--/

4. The approval of BDO Seidman, LLP as the Company's independent auditors for
the fiscal year ending September 30, 2002.
FOR AGAINST ABSTAIN
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/--/ /--/ /--/

The undersigned hereby acknowledges the receipt from the Company of a Notice
of Meeting and of a Proxy Statement dated March 15, 02002, as wells as a copy of
Treater Atlantic Annual Report prior to the Execution of this proxy.

Stockholder Assistance

Stockholders requiring a change of address, records or information about lost
certificates or dividend checks should contact Greater Atlantic Financial
Corp.'s transfer agent.

American Stock Transfer and Trust Company
59 Maiden Lane
New York, New York 100038

PLEASE BE SURE TO SIGN AND DATE THIS PROXY BELOW.

Stockholder _______________ Co-holder _______________ Date: ____________, 2002

NOTE: Please sign exactly as your name appears on this card. When signing as
attorney, exectuor, administrator, trsutee or guardian, please give your
full title. If shares are held jointly, each holder should sign, but the
signature of one holder is sufficient, unless contested.