UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

Southern Financial Bancorp Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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[SOUTHERN FINANCIAL BANCORP, INC. LOGO]

SOUTHERN FINANCIAL BANCORP, INC.

Dear Shareholders:

You are cordially invited to attend the 2002 Annual Meeting of
Shareholders of Southern Financial Bancorp, Inc. (the "Company"), which will be
held on Thursday, April 25, 2002 at 2:00 p.m., at the Fauquier Springs Country
Club, Springs Road, Warrenton, Virginia 20186.

The attached Notice of 2002 Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Meeting. At the Meeting,
Shareholders will vote to elect four directors of the Company for a term of
three years. Shareholders will also vote to approve a proposal to increase the
number of authorized shares of the Company's Common Stock and to ratify the
designation of KPMG LLP as the Company's auditors for the year 2002.

Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the enclosed form of proxy. If you later decide to attend the Meeting
and vote in person, or if you wish to revoke your proxy for any reason prior to
the vote at the Meeting, you may do so and your proxy will have no further
effect.

The Board of Directors and management of the Company appreciate your
continued support and look forward to seeing you at the Annual Meeting.

Sincerely yours,

/s/ GEORGIA S. DERRICO
GEORGIA S. DERRICO
Chairman and
Chief Executive Officer

Warrenton, Virginia
March 22, 2002

SOUTHERN FINANCIAL BANCORP, INC.
37 E. MAIN STREET
WARRENTON, VIRGINIA 20186

NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares
of Common Stock, par value $0.01 per share, of Southern Financial Bancorp, Inc.
(the "Company"), will be held at the Fauquier Springs Country Club, Springs
Road, Warrenton, Virginia, on April 25, 2002 at 2:00 p.m., for the following
purposes:

1. To elect four directors of Class I to serve on the Company's Board
of Directors for a term of three years and until their successors are elected
and qualify;

2. To approve a proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of Common stock from
5,000,000 to 20,000,000 shares;

3. To ratify the designation by the Board of Directors of KPMG LLP as
the independent auditors for the fiscal year ending December 31, 2002; and

4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on March 12,
2002 as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting or any adjournment thereof. A list of
shareholders entitled to vote at the Annual Meeting will be available for
inspection by any shareholder at the principal office of the Company during
usual business hours for a period of ten days prior to the Annual Meeting.

By Order of the Board of Directors

/s/ RICHARD P. STEELE
Richard P. Steele
Secretary

Warrenton, Virginia
March 22, 2002

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. EVEN IF
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY
BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.

SOUTHERN FINANCIAL BANCORP, INC.

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PROXY STATEMENT

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ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2002

INTRODUCTION

This Proxy Statement is furnished to holders of common stock, par value
$0.01 per share ("Common Stock"), of Southern Financial Bancorp, Inc. (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors (the "Board") of the Company to be used at the 2002 Annual Meeting of
Shareholders to be held on April 25, 2002 at 2:00 p.m. at the Fauquier Springs
Country Club, Springs Road, Warrenton, Virginia (the "Annual Meeting"), and at
any adjournment thereof for the purposes set forth in this Proxy Statement and
the accompanying Notice of 2002 Annual Meeting of Shareholders.

The principal executive offices of the Company are located at 37 E.
Main Street, Warrenton, Virginia 20186, telephone (540) 349-3900. The
approximate date on which this Proxy Statement, the accompanying proxy card and
the Annual Report to Shareholders (which is not part of the Company's soliciting
materials) are first being mailed to the Company's shareholders is March 22,
2002. The cost of soliciting proxies will be borne by the Company.

VOTING OF PROXIES

The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained thereon. If no contrary instructions are given on an
executed and returned proxy, the proxies intend to vote the shares represented
thereby "for" the proposals described herein. Any shareholder giving a proxy has
the power to revoke it at any time before it is exercised by (i) filing written
notice thereof with Shanna Banks, Shareholder Relations, Southern Financial
Bancorp, Inc., 37 E. Main Street, Warrenton, Virginia 20186; (ii) submitting a
duly executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting or at any adjournment thereof and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and at any adjournment thereof and will not be used for
any other meeting.

VOTING SHARES AND VOTING RIGHTS

Only holders of record of Common Stock at the close of business on
March 12, 2002 (the "Record Date") are entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. As of February 25, 2002, there were
4,284,594 shares of Common Stock issued and outstanding and as of December 31,
2001, there were 618 record holders. A majority of the outstanding shares of
Common Stock must be represented at the Annual Meeting in person or by proxy in
order to constitute a quorum for the transaction of business. Each share of
Common Stock is entitled to one vote at the Annual Meeting. As of February 25,
2002, the Company had 13,621 shares of preferred stock issued and outstanding.
Holders of preferred stock are not entitled to notice of or to vote at the
Annual Meeting.

As of February 25, 2002, directors and executive officers of the
Company and their affiliates, as a group, owned beneficially a total of 838,001
shares of Common Stock, or approximately 18.42% of the shares of Common Stock
outstanding on such date. Directors and executive officers of the Company have
indicated an intention to vote their shares of Common Stock for the election of
the nominees for the Company's Board of Directors, in favor of the proposal to
amend the Company's Articles of Incorporation and in favor of the proposal to
ratify the selection of KPMG LLP as the Company's independent auditors. The
proxy also confers discretionary authority upon the persons named therein, or
their substitutes, with respect to any other matter that may properly come
before the meeting.

A shareholder may abstain or (only with respect to the election of
directors) withhold his or her vote (collectively, "abstentions") with respect
to each item submitted for shareholder approval. Abstentions will be counted for
purposes of determining the existence of a quorum. Abstentions will be counted
as not voting in favor of the relevant item. Because the election of directors
is determined by a plurality vote, abstentions will not affect such election.

A broker who holds shares in street name has the authority to vote on
certain items when it has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
"broker non-vote." Under the circumstances where the broker is not permitted to
or does not exercise its discretion, assuming proper disclosure to the Company
of such inability to vote, broker non-votes will be counted for purposes of
determining the existence of a quorum, but also will be counted as not voting in
favor of the particular matter.

ITEM 1.
ELECTION OF DIRECTORS

The Company's Articles of Incorporation provide that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible. The members of each class are to be elected for a term of three years
and until their successors are elected and qualify. One class of directors is
elected annually. Four directors of Class I are to be elected at the Annual
Meeting to serve for a term of three years.

The Board acts as a nominating committee for selecting the nominees for
election as directors. The nominating committee delivers written nominations to
the Secretary of the Company at least 20 days prior to the date of the Annual
Meeting. The Board has no reason to believe that any of the nominees will be
unavailable to serve as a director if elected. The terms of the current Class II
and Class III directors expire at the Annual Meeting of Shareholders in 2003 and
2004, respectively.

Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the nominees listed
below. Proxies distributed in conjunction herewith may not be voted for persons
other than the nominees named thereon. If any person named as nominee should be
unable or unwilling to stand for election at the time of the Annual Meeting, the
proxy holders will nominate and vote for a replacement nominee or nominees
recommended by the Board.

In the election of directors, the four nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote against a
director.

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NOMINEES FOR ELECTION FOR TERM EXPIRING IN 2005

Year First
Age; Principal Occupation for Past Five Years; Elected as
Name and Directorships in Public Corporations Director
---- ---------------------------------------------- ----------

Alfonso G. Finocchiaro 69; Mr. Finacchiaro served as Executive Vice President, 1999
Regional General Manager and CEO (Americas) of Banco
Portugues do Atlantico from 1978 to 1997. Prior to
that, from 1977 to 1978 he was President and Chief
Executive Officer of Connecticut Bank International and
from 1966 to 1977 he served as Vice President of
Chemical Bank.

Virginia Jenkins 54; Owner, V. Jenkins Interiors and Antiques for more 1988
than the past five years.

Michael P. Rucker 61, Executive with Caterpillar, Inc., a manufacturing 1991
company in Peoria, Illinois and Chairman of the Board
of George H. Rucker Realty Corp., a real estate
development company

Robert P. Warhurst 63, President and co-owner of Merrifield Garden Center 1999
in Merrifield and Fairfax, Virginia. He served as a
founding director of Horizon from 1989 to 1999.
</Table>

THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES LISTED ABOVE
BE ELECTED AS DIRECTORS OF THE COMPANY.

-3-

INCUMBENT DIRECTORS SERVING FOR TERM EXPIRING IN 2003

Year First
Age; Principal Occupation for Past Five Years; Elected as
Name and Directorships in Public Corporations Director
---- ---------------------------------------------- ----------

John C. Belotti 65; President and CEO of Bee & H Electric Company in 1999
Fairfax, Virginia. He served as a founding director of
Horizon from 1989 to 1999 and Vice Chairman of the
Board of Horizon from 1998 to 1999.

Neil J. Call 68; Executive Vice President of MacKenzie Partners, 1986
Inc., a New York financial consulting company, since
1990. From 1986 to 1990 he served as Executive Vice
President of D.F. King & Co., Inc. and prior to that he
was Executive Vice President, Finance, Gulf and Western
Industries.

David de Give 59; Senior Vice President of the Company since 1992. 1986
For the last nine years he has been responsible for
obtaining wholesale funding for us on a daily basis and
for the managing our investment portfolio. Prior to
that he served as President of Newmarket Capital Corp.,
a mortgage company. Prior to that he worked for 15
years at Chemical Bank, where he was Vice President and
Head of the Funding Department. For the last five years
of his tenure at Chemical, Mr. de Give reported to Mr.
Porter and was responsible for raising wholesale funds
on a daily basis and for managing the Chemical's United
States balance sheet risk.

R. Roderick Porter 56; President and Chief Operating Officer of the 1986
Company since April 1998. From 1994 to 1998 he was
President of FX Concepts, Ltd., an international money
management firm, Prior to that, he served as Managing
Director of West Capital, Inc., a real estate advising
firm; Chairman of Newmarket Capital Corp., a mortgage
company and a Principal of Morgan Stanley. Mr. Porter
spent 15 years at Chemical, where he was a Senior Vice
President. In Chemical's treasury, Mr. Porter was
responsible for asset liability management, the U.S.
government and municipal security portfolio, all U.S.
dollar denominated funding for the bank and holding
company, money market trading and discount brokerage.
Prior experience at Chemical included tours as Vice
President and General Manager for northern Europe based
in London and for Chemical Japan based in Tokyo. Mr.
Porter is the husband of Ms. Georgia S. Derrico.
</Table>

-4-

INCUMBENT DIRECTORS SERVING FOR TERM EXPIRING IN 2004

Year First
Age; Principal Occupation for Past Five Years; Elected as
Name and Directorships in Public Corporations Director
---- ---------------------------------------------- ----------

Fred L. Bollerer 59; Senior Advisor to the Morino Group since 2000. He 1999
previously served as President and Chief Executive
Officer of the Potomac Knowledge Way Project, a
non-profit leadership organization in Herndon, Virginia
from 1998 to 2000. From 1993 to 1997, he was President
and Chief Executive Officer of Riggs Bank, N.A. and
prior to that he was Chairman of the Board and Chief
Executive Officer of First American Bank of Virginia.

Georgia S. Derrico 57; Chairman of the Board and Chief Executive Officer 1986
of the Company since 1986. Prior to this she served as
Senior Vice President, Chief Administrative and Credit
Officer of the Multinational Division of Chemical Bank.
She also served at Chemical as the Vice President and
District Head of the Mid-Atlantic region of the United
States for the Corporate Banking Division. Ms. Derrico
is a director of Oneida, Ltd., a New York Stock
Exchange company. Ms. Derrico is the wife of Mr. R.
Roderick Porter.

Barbara J. Fried 66; Chairman of the Fried Companies, Inc., a real 2000
estate development and management company based in
Springfield, Virginia, since 1995. Ms. Fried was also
Chairman of the Board of First Savings Bank of
Virginia.

Richard E. Smith 76; Retired Colonel, U.S. Marine Corps and CEO and 2000
Chairman of MANNA Financial Services, a
broker-dealer/investment advisory company that he
founded in 1961. He is also the owner of Reed Insurance
Agency. He served as a founding director and Chairman
of the Board for Horizon Bank of Virginia. From 1989 to
1999, he served as a director of Guaranty Bank & Trust
Co. and Riggs National Bank of Virginia.
</Table>

The Board of Directors held seven meetings during 2001. During 2001,
each director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board held during the period for which the director was on the
Board and (ii) the total number of meetings held by all committees of the Board
on which the director then served.

-5-

COMMITTEES OF THE BOARD

The Board of Directors presently has three committees, consisting of
the Audit Committee, the Compensation Committee and the Asset/Liability
Management Committee.

Audit Committee. The Audit Committee assists the board in fulfilling
its fiduciary responsibilities relating to the Company's corporate accounting
and reporting practices. The Audit Committee reviews the reports of the
independent auditors, the Company's internal control system, the audit process
and the Company's process for monitoring compliance with laws and regulations
and the Company's code of conduct. In addition, the Audit Committee function
includes loan review. The Audit Committee consists of Messrs. Call (chairman),
Bollerer, Finocchiaro, Rucker and Ms. Jenkins, each of whom is an "independent
director" as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers, Inc. listing standards. The Audit Committee held four
meetings during 2001.

Compensation Committee. The Compensation Committee reviews the
performance, and establishes the compensation, of the Company's executive
officers. The Company's executive compensation programs are designed to retain
and reward executives based upon their individual performance and ability to
lead the Company to achieving its performance goals. The Compensation Committee
consists of Messrs. Finocchiaro (chairman), Call and Warhurst and Ms. Jenkins.
The Compensation Committee held two meetings during 2001.

Asset/Liability Management Committee. The Asset/Liability Management
Committee administers and formulates the Company's asset/liability management
policies. The Asset/Liability Management Committee, which consists of Ms.
Derrico, Ms. Fried and Messrs. Porter (chairman), Belotti, de Give and Smith,
reports periodically to the Board on the Company's interest sensitivity,
including an analysis of the duration of its assets, liabilities and contingent
liabilities as well as the mortgage pipeline and a calculation of the duration
of its equity.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised of Messrs. Finocchiaro
(chairman), Call and Warhurst and Ms. Jenkins. No member of the Compensation
Committee is or has ever been our employee or an employee of our subsidiary,
Southern Financial Bank (the "Bank"). Furthermore, none of the executive
officers has served on the board of directors of any company of which a
Compensation Committee member is an employee.

COMPENSATION OF DIRECTORS

During 2001, each member of the Company's Board of Directors who is not
an employee of the Company or the Bank was paid $500 for attendance at each
Board meeting and $150 for attendance at each meeting of a committee of the
Board of which he or she is a member. The same board fees were paid for meetings
attended by teleconferencing. In addition, each director was paid an annual fee
of $4,000. Members of the Board who are officers are not paid separately for
their service on the Board or its committees.

In addition to Board fees, in April of 2001 the Company's shareholders
approved the Company's Amended and Restated 1993 Stock Option and Incentive Plan
(the "Stock Option Plan"). As amended and restated, the Stock Option Plan
provides for an automatic grant of options annually to each of the Company's
non-employee directors. Pursuant to the Stock Option Plan, each non-employee
director will receive options to acquire 1,000 shares of the Company's Common
Stock annually at an exercise price equal to fair market value on the grant
date. The Compensation Committee has the discretion to reduce

-6-

the number of shares automatically granted. Unless otherwise provided, each
option will vest one full year from the date of grant. Nine directors received a
grant of 500 options in July 2001. The Company's Option Plan remains in effect
through September 2003, unless terminated earlier by the Board of Directors.

SENIOR OFFICERS OF THE COMPANY

William Stevens, 57, joined the Company in 1999 as Executive Vice
President/Risk Management. From 1991 to 1999, Mr. Stevens served as a Senior
Analyst in the Office of the Inspector General of the Federal Deposit Insurance
Corporation. Prior to that he was an Executive Vice President at Riggs Bank,
N.A. in Washington, D.C. where he managed the bank's commercial real estate and
single family lending activities. He served for three years as President and COO
of Anchor Mortgage Services. His background also includes 18 years at Chemical,
where he was a Senior Vice President, Real Estate.

Patricia A. Ferrick, 39, joined the Company in March 2000 as Senior
Vice President/Chief Financial Officer. Ms. Ferrick most recently served as
Managing Director, Controller of National Cooperative Bank, which had $1.0
billion in assets. At National Cooperative she managed a department of 13 people
and oversaw all corporate and loan accounting as well as budgeting and financial
reporting. Prior to that, she was Vice President /Controller for First
Commonwealth Savings Bank and its subsidiary, James Madison Mortgage. Before
that she served as Vice President, Controller for NVR Savings Bank. From 1985 to
1989 she was an auditor at KPMG LLP where she audited financial institutions.

Richard P. Steele, 54, joined the Company in June 1999 as Senior Vice
President and was named Executive Vice President in January 2002. From 1993 to
1999, Mr. Steele was Senior Vice President of FX Concepts Inc., an international
money management firm based in New York City. From 1989 to 1993, Mr. Steele was
Director of Finance for Eli Lilly and Company, Geneva, Switzerland where he was
responsible for all financial activities in Greece, the Near and Middle East,
Northern Africa and Pakistan. Prior to that he held various financial
assignments with Eli Lilly and Company, including the design and implementation
of the company's currency and interest rate risk management program in the early
1980s.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some of the directors and officers of the Company and the Bank are at
present, as in the past, customers of the Bank and management has had, and
expects to have in the future, banking transactions in the ordinary course of
business with the Company's 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 balance of
loans to directors, executive officers and their associates totaled $1.0 million
at December 31, 2001.

-7-

BENEFICIAL STOCK OWNERSHIP
BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table sets forth as of February 25, 2002 certain
information regarding those persons (including any "group" as that term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934) who the Company
knows were the beneficial owners of 5% or more of the outstanding shares of the
Company's Common Stock:

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF SHARES
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP (1) BENEFICIALLY OWNED(2)
------------------- ------------------------ ---------------------

Georgia S. Derrico (3)(4)........................... 351,367 7.88%
37 E. Main Street
Warrenton, Virginia 20186

R. Roderick Porter (3)(5)........................... 351,367 7.88
37 E. Main Street
Warrenton, Virginia 20186

Financial Institution Partners II, L.P. (6)......... 258,750 6.04
Hovde Capital, L.L.C.
Eric D. Hovde
Steven D. Hovde
1824 Jefferson Place, N.W.
Washington, D.C. 20036
</Table>

- ----------

(1) Except as otherwise indicated, includes shares held directly, as well as
shares held in retirement accounts or by certain family members or
corporations over which the named individuals may be deemed to have
voting or investment power.

(2) The percentage beneficially owned was calculated based on 4,284,594
shares of common stock issued and outstanding and assumes (i) the
exercise by the shareholder or group named in each row of all options for
the purchase of our common stock held by such shareholder or group and
exercisable within 60 days and (ii) the conversion by the shareholder or
group named in each row of all shares of Series A 6% cumulative preferred
stock which are convertible into common stock at the rate of 1.77463
shares of common stock for each share of preferred stock.

(3) Georgia S. Derrico and R. Roderick Porter are married to each other and
the number and percentage of beneficial ownership of each represents
their combined ownership.

(4) Consists of (i) 26,953 shares owned individually by Ms. Derrico over
which she has sole voting and investment power, (ii) 13,060 shares of
common stock owned individually by Mr. Porter, (iii) 4,452 shares of
common stock that may be acquired upon the conversion of 2,509 shares of
our Series A 6% convertible preferred stock owned individually by Mr.
Porter, (iv) 134,446 shares held jointly with Mr. Porter, (v) 3,641
shares owned by Marblehead, Inc., which is jointly owned by Ms. Derrico
and Mr. Porter (vi) 113,815 shares that Ms. Derrico may acquire pursuant
to the exercise of fully vested stock options and (vii) 55,000 shares
that Mr. Porter may acquire pursuant to the exercise of fully vested
stock options. Ms. Derrico disclaims beneficial ownership of the 72,512
shares beneficially owned solely by Mr. Porter.

(5) Includes (i) 13,060 shares of common stock owned individually by Mr.
Porter over which he has sole voting and investment power, (ii) 4,452
shares of common stock that may be acquired upon the conversion of 2,509
shares of our Series A 6% convertible preferred stock owned individually
by Mr. Porter over which he has sole voting and investment power, (iii)
26,953 shares owned individually by Ms. Derrico, (iv) 134,446 shares held
jointly with Ms. Derrico, (v) 3,641 shares owned by Marblehead, Inc.,
which is jointly owned by Ms. Derrico and Mr. Porter (vi) 55,000 shares
that Mr. Porter may acquire pursuant to the exercise of fully vested
stock options and (vii) 113,815 shares that Ms. Derrico may

-8-

acquire pursuant to the exercise of fully vested stock options. Mr.
Porter disclaims beneficial ownership of the 140,768 shares beneficially
owned solely by Ms. Derrico.

(6) The information regarding beneficial ownership is included in reliance on
a Schedule 13D filed with the Securities and Exchange Commission on
October 24, 2001 by Financial Institution Partners II, L.P., Hovde
Capital, L.L.C., Eric D. Hovde and Steven H. Hovde. According to the
Schedule 13D, Hovde Capital, L.L.C., as General Partner of Financial
Institution Partners II, L.P., and Eric D. Hovde and Steven D. Hovde, as
managing members of Hovde Capital, L.L.C., may be deemed to have shared
voting and investment power over all such shares.

MANAGEMENT

The following table sets forth as of February 25, 2002 the beneficial
ownership of the Company's Common Stock by all (1) directors, (2) named
executive officers and (3) directors and named executive officers as a group.
Unless otherwise indicated, based on information furnished by such shareholders,
management believes that each person has sole voting and investment power with
respect to all shares beneficially owned by such person and the address of each
shareholder is the same as the Company's address.

AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP BENEFICIALLY OWNED (1)
------------------------ -------------------- ----------------------

John C. Belotti................................ 32,115(2) *
Fred L. Bollerer............................... 3,300 *
Neil J. Call................................... 50,968(3) 1.19%
David de Give.................................. 100,905(4) 2.32
Georgia S. Derrico............................. 351,367(5)(6) 7.88
Patricia A. Ferrick............................ 9,478(7) *
Barbara J. Fried............................... 171,226(8) 4.00
Alfonso G. Finocchiaro......................... 16,500 *
Virginia Jenkins ............................. 2,096 *
R. Roderick Porter............................. 351,367(5)(9) 7.88
Michael P. Rucker.............................. 25,979(10) *
Richard E. Smith............................... 33,805(11) *
Richard P. Steele.............................. 12,645(12) *
William H. Stevens............................. 10,450(13) *
Robert P. Warhurst............................. 17,167
Directors and officers as a group
(15 persons)............................. 838,001 18.42
</Table>

- ----------
* Indicates ownership of less than 1.0%.

(1) The percentage beneficially owned was calculated based on 4,284,594
shares of common stock issued and outstanding and assumes (i) the
exercise by the shareholder or group named in each row of all options for
the purchase of our common stock held by such shareholder or group and
exercisable within 60 days and (ii) the conversion by the shareholder or
group named in each row of all shares of Series A 6% cumulative preferred
stock which are convertible into common stock at the rate of 1.77463
shares of common stock for each share of preferred stock.

(2) Includes 3,021 shares owned by Mr. Belotti's spouse.

(3) Includes 7,726 shares of common stock that may be acquired upon the
conversion of 4,354 shares of our Series A 6% convertible preferred
stock.

(4) Includes 2,776 shares owned by Mr. de Give's spouse over which she has
sole voting and investment power and 57,093 shares that may be acquired
pursuant to the exercise of fully vested stock options.

(5) Georgia S. Derrico and R. Roderick Porter are married to each other and
the number and percentage of beneficial ownership of each represents
their combined ownership.

-9-

(6) Includes (i) 26,953 shares owned individually by Ms. Derrico over which
she has sole voting and investment power, (ii) 13,060 shares of common
stock owned individually by Mr. Porter, (iii) 4,452 shares of common
stock that may be acquired upon the conversion of 2,509 shares of our
Series A 6% convertible preferred stock owned individually by Mr. Porter,
(iv) 134,446 shares held jointly with Mr. Porter, (v) 3,641 shares owned
by Marblehead, Inc., which is jointly owned by Ms. Derrico and Mr. Porter
(vi) 113,815 shares that Ms. Derrico may acquire pursuant to the exercise
of fully vested stock options and (vii) 55,000 shares that Mr. Porter may
acquire pursuant to the exercise of fully vested stock options. Ms.
Derrico disclaims beneficial ownership of the 72,512 shares beneficially
owned solely by Mr. Porter.

(7) Includes 6,600 shares that may be acquired pursuant to the exercise of
fully vested stock options.

(8) Includes 143,004 shares owned individually by Ms. Fried's spouse over
which he has sole voting and investment power.

(9) Includes (i) 13,060 shares of common stock owned individually by Mr.
Porter over which he has sole voting and investment power, (ii) 4,452
shares of common stock that may be acquired upon the conversion of 2,509
shares of our Series A 6% convertible preferred stock owned individually
by Mr. Porter over which he has sole voting and investment power, (iii)
26,953 shares owned individually by Ms. Derrico, (iv) 134,446 shares held
jointly with Ms. Derrico, (v) 3,641 shares owned by Marblehead, Inc.,
which is jointly owned by Ms. Derrico and Mr. Porter (vi) 55,000 shares
that Mr. Porter may acquire pursuant to the exercise of fully vested
stock options and (vii) 113,815 shares that Ms. Derrico may acquire
pursuant to the exercise of fully vested stock options. Mr. Porter
disclaims beneficial ownership of the 140,768 shares beneficially owned
solely by Ms. Derrico.

(10) Includes 1,758 shares of common stock which may be acquired upon the
conversion of 991 shares of our Series A 6% convertible preferred stock,
2,200 shares held by the Jack R. Jones, Sr. Trust of which Mr. Rucker is
trustee and, 6,047 shares held by the Estate of Henry C. Rucker, of which
Mr. Rucker is trustee.

(11) Includes 9,039 shares owned by Reed Insurance Agency, Inc., of which Mr.
Smith is President.

(12) Includes 7,700 shares that may be acquired pursuant to the exercise of
fully vested stock options.

(13) Includes 9,900 shares that may be acquired pursuant to the exercise of
fully vested stock options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and any persons who own more than 10% of the outstanding
shares of Common Stock, to file with the Securities and Exchange Commission
("SEC") reports of ownership and changes in ownership of Common Stock. Officers
and directors are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports that they file. To the Company's knowledge, based
solely on the Company's review of the copies of such reports furnished to it or
written representations from certain reporting persons that they have complied
with the relevant filing requirements, during the year ended December 31, 2001,
all Section 16(a) filing requirements applicable to the Company's officers,
directors and more than 10% shareholders were complied with, except that Mr.
Porter was late in reporting one transaction.

-10-

COMPENSATION AND OTHER MATTERS

SUMMARY COMPENSATION

The following table presents certain summary information relating to
total compensation of the Company's Chief Executive Officer and the other most
highly compensated executive officers (determined as of the end of the last
fiscal year) (collectively, the "named executive officers") for the fiscal years
ended December 31, 2001, 2000 and 1999:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- ---------------------------
OTHER
ANNUAL RESTRICTED SECURITIES
NAME AND COMPENSA- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS TION(1) AWARDS($)(4) OPTIONS(#)(2) COMPENSATION(3)
------------------ ---- ----------- -------- ---------- ------------ ------------- ---------------

Georgia S. Derrico............. 2001 $ 225,000 $280,000 -- -- 13,750 $ 5,100
Chairman of the Board and Chief 2000 225,000 240,000 -- $ 270,000 13,750 5,000
Executive Officer 1999 195,000 240,000 -- -- 11,000 4,800

David de Give ................. 2001 $ 90,000 $ 18,000 -- -- 2,750 $ 3,250
Senior Vice President 2000 84,000 10,000 -- -- 3,300 2,900
1999 84,000 10,000 -- -- 3,300 2,700

Patricia A. Ferrick(5)......... 2001 $ 104,000 $ 16,000 -- -- 2,200 $ 690
Senior Vice President and Chief 2000 -- -- -- -- -- --
Financial Officer 1999 -- -- -- -- -- --

R. Roderick Porter ............ 2001 $ 195,000 $200,000 -- -- 13,750 $ 5,100
President and Chief Operating 2000 195,000 140,000 -- $ 270,000 13,750 5,000
Officer 1999 175,000 72,000 -- -- 16,500 4,800

Richard P. Steele (5).......... 2001 $ 125,000 $ 22,000 -- -- 3,300 $ 4,200
Senior Vice President 2000 115,000 30,000 -- -- 1,100 --
1999 -- -- -- -- -- --

William Stevens (5)............ 2001 $ 154,000 $ 15,000 -- -- $ 3,200
Executive Vice President 2000 147,000 5,000 -- -- 2,200 --
1999 -- -- -- -- -- --
</Table>

- ----------

(1) None of the named executive officers received Other Annual Compensation
in excess of the lesser of $50,000 or 10% of combined salary and bonus
for the years indicated.

(2) Includes the effect of a 10% stock dividend issued by the Company
effective December 2001.

(3) Consists of matching contributions made by the Company to the Southern
Financial Bancorp, Inc. 401(k) Plan for the benefit of each respective
executive officer.

(4) Represents the value of 20,000 shares of Common Stock awarded to each of
Ms. Derrico and Mr. Porter on July 20, 2000. The awards vest in one-third
increments over a three-year period, beginning July 2001. At December 31,
2001, after giving effect to a 10% stock dividend in December 2001, each
of Ms. Derrico and Mr. Porter held 14,667 unvested stock awards with an
aggregate value of $776,471, based on the closing price of the Common
Stock on such date of $26.47 per share.

(5) Ms. Ferrick joined the Company in March 2000, Mr. Steele joined the
Company in June 1999 and Mr. Stevens joined the Company in September
1999.

-11-

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning option
grants to each of the named executive officers for the year ended December 31,
2001:

OPTION GRANTS IN YEAR ENDED DECEMBER 31, 2001

INDIVIDUAL GRANTS(1)
- ----------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR(2) ($/SHARE) DATE 5% 10%
- ----- ---------- -------------- ----------- ---------- ----------- ----------

Georgia S. Derrico.... 13,750 20.2% $14.89 1/25/11 $ 333,437 $ 532,025

David de Give......... 2,750 4.0 14.89 1/25/11 66,688 106,205

Patricia A. Ferrick... 2,200 3.2 14.89 1/25/11 53,350 84,964

R. Roderick Porter.... 13,750 20.2 14.89 1/25/11 333,437 532,025

Richard P. Steele..... 3,300 4.8 14.89 1/25/11 80,025 127,446

William Stevens....... 2,200 3.2 14.89 1/25/11 53,350 84,964
</Table>

- ----------

(1) All stock option grants reported in this table were awarded at the fair
market value of the shares of our common stock at the date of award and
are exercisable after January 25, 2002.

(2) Options to purchase 68,200 shares of common stock were granted to the
Company's employees during the year ended December 31, 2001.

(3) These amounts represent certain assumed rates of appreciation based on
the actual option term and annual compounding from the date of the
grant. Actual gains, if any, on stock option exercises and common stock
holdings are dependent on future performance of the Company's Common
Stock and overall stock market conditions. There can be no assurance
that the stock appreciation amounts reflected in this table will be
achieved.

-12-

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information concerning each
stock option exercise during the fiscal year ended December 31, 2001 by each of
the named executive officers and the year end value of unexercised options:

AGGREGATED OPTION EXERCISES IN YEAR ENDED DECEMBER 31, 2001
AND FISCAL YEAR END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 2001 DECEMBER 31, 2001(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------

Georgia S. Derrico ...... 13,867 $ 221,378 100,065 13,750 $ 1,281,141 $ 159,213

David de Give ........... -- -- 54,343 2,750 790,366 31,843

Patricia A. Ferrick ..... -- -- 4,400 2,200 58,716 25,474

R. Roderick Porter ...... -- -- 41,250 13,750 311,413 159,213

William Stevens ......... -- -- 7,700 2,200 63,819 25,474

Richard P. Steele ....... -- -- 4,400 3,300 39,280 38,211
</Table>

- ----------

(1) The "value realized" represents the difference between the exercise
price of the option and the market price of the option shares on the
date of exercise without considering any taxes which may have been
owed.

(2) The value of the unexercised options is calculated based on the closing
price of common stock as reported on the Nasdaq National Market on
December 31, 2001 of $26.47.

STOCK OPTION PLAN

On August 18, 1993, the Board of Directors approved the 1993 Stock Option
and Incentive Plan, which was approved by the shareholders on September 29,
1993. The Stock Option Plan was subsequently assumed by the Company after its
formation as a holding company for the Bank. The Stock Option Plan was amended
and restated by the Board in March 2001 to increase the number of shares
available for issuance by 70,000 and provide for stock option grants to
non-employee directors. The Company's shareholders approved the amended and
restated stock option plan at its 2001 Annual Meeting of Shareholders.

The Stock Option Plan is intended to provide a means for the Company's
selected key employees and directors to increase their personal financial
interest in the Company, thereby stimulating the efforts of these employees and
directors and strengthening their desire to remain employed with the Company.

As amended, the Stock Option Plan authorizes the issuance of up to
529,100 shares of the Company's Common Stock pursuant to the grant of incentive
and nonqualified options to employees and nonqualified options to directors. In
addition to options granted at the discretion of the Company's Compensation
Committee, each non-employee director will be granted options to acquire 1,000
shares of the Common Stock annually. However, the Compensation Committee, in its
discretion, may reduce the number of shares automatically granted. Unless
otherwise provided in the stock option agreement, each automatic grant will vest
in full one year from the grant date. As of December 31, 2002, nine non-employee
directors were eligible to receive automatic grants.

-13-

As of December 31, 2001, options to purchase an aggregate of 415,671
shares of Common Stock were outstanding and 99,062 shares were available for
issuance under the Stock Option Plan.

BENEFIT PLAN

The Company has established an employee savings plan pursuant to Section
401(k) of the Internal Revenue Code covering substantially all employees. Under
the 401(k) plan, participating employees may contribute a portion of their
pretax earnings and allocate the contributions among one or more investment
options, including an investment in the Common Stock. The Company matches 50% of
each employee's contributions on a discretionary basis depending on its profit,
up to 3% of the employee's annual compensation. The Company's expense for
matching contributions was $119,000, $97,000 and $70,000 for the years ended
December 31, 2001, 2000 and 1999, respectively.

EMPLOYMENT AGREEMENT

Ms. Derrico entered into an employment agreement with the Company in
January 2000. The agreement has an initial term of five years and can be
extended for an additional year up to three times. The first two extensions
occurred on December 31, 2000 and 2001 and the remaining extension is expected
to occur on December 31, 2002, unless terminated earlier. Ms. Derrico's
employment agreement provides that she will serve as the Company's Chairman of
the Board and Chief Executive Officer at an annual base salary of $195,000. Any
base salary increases or bonuses will be given to Ms. Derrico at the discretion
of the Board. Under her employment agreement, Ms. Derrico will be entitled to
participate in the Company's employee benefit plans, including stock option
plans, on the same basis as other employees of senior executive status.

If the Company terminates Ms. Derrico's employment without cause, or if
Ms. Derrico resigns for "good reason" during the contract term, she will be
entitled to salary, bonus and benefits for the remainder of the contract term
and an amount equal to three times the highest bonus paid to her during the
three calendar years that precede the date that her employment terminates. Under
the employment agreement, "good reason" entitling Ms. Derrico to resign
includes:

o a change or reduction in Ms. Derrico's duties or authority;

o a reduction in base salary, as the same may have been increased
from time to time;

o the Company's failure to provide Ms. Derrico with substantially
the same fringe benefits that have been previously provided;

o a successor corporation's failure to assume our obligations under
the employment agreement;

o a failure to nominate Ms. Derrico for re-election to the Board or,
if Ms. Derrico is a director, the failure of the Board to elect
her as chairman; or

o material breach of the employment agreement by the Company.

At any time after December 31, 2002, Ms. Derrico may resign as Chief
Executive Officer and continue to receive her base salary as in effect on the
date of resignation for 60 months, provided she agrees to continue to serve as
Chairman of the Board or a director, as the case may be, and does not engage in
any competitive business.

Under the employment agreement, Ms. Derrico would not be entitled to any
further compensation or benefits if the Company terminates the agreement for
"cause." Cause includes Ms. Derrico's conviction of, or a guilty or nolo
contendere plea to, a felony, fraud or crime involving moral turpitude or Ms.
Derrico's willful failure to substantially perform her duties and this failure
results in material damage to the Company.

-14-

Upon a merger, consolidation or other change in control, any successor
entity is required to assume and agree to perform the employment agreement. If a
successor entity fails to agree to perform the agreement, Ms. Derrico is
entitled to the benefits described above that she would be paid if she resigned
with "good cause."

REPORT OF THE COMPENSATION COMMITTEE

The following is a report from the Compensation Committee describing the
policies pursuant to which compensation was paid to executive officers of the
Company and the Bank during 2001.

The Compensation Committee is composed of five non-employee directors has
the responsibility for the review and approval of salary and bonus
recommendations made by management.

Compensation Philosophy and Base Salary

The goal of the Company's executive compensation program is to ensure
that executive compensation is performance based and is structured to motivate
and retain key employees. Salary changes are recommended annually by management
to the committee for review and approval. These recommendations are subjective
in nature but take into account individual and company performance. Short term
incentive payments for senior executives are recommended twice a year by
management and presented to the Compensation Committee for approval. Management
considers individual contributions and overall corporate profitability in
determining its recommendations. In addition, management considers the Company's
1993 Stock Option Plan, as amended, to be its major long-term incentive.
Annually, management recommends stock option awards to the Compensation
Committee for approval.

Stock Awards

In July 2000, the board of directors authorized a stock award of 20,000
shares of Common Stock to each of Ms. Derrico, the Company's Chairman of the
Board and Chief Executive Officer, and Mr. Porter, the Company's President and
Chief Operating Officer. The shares are issuable in one-third increments over a
three-year period, beginning July 2001.

Compensation of the Chairman and Chief Executive Officer

In reviewing the 2001 compensation of Georgia S. Derrico, the Company's
Chairman of the Board and Chief Executive Officer, the Compensation Committee
used the same evaluation set forth above that management used to evaluate the
compensation of senior and executive officers. In addition, the factors the
Committee considered, among others, were overall corporate profitability,
individual performance and peer group comparisons. Based on this review, the
Compensation Committee recommended and the Board of Directors approved a base
salary for Ms. Derrico of $225,000 for 2001, a bonus of $280,000 and granted Ms.
Derrico options to acquire 13,750 shares of Common Stock. In addition, Ms.
Derrico received 6,666 shares of Common Stock pursuant to the vesting of her
stock award issued in July 2000.

Submitted by the members of the Committee:

Alfonso G. Finocchiaro (Chairman)
Neil J. Call
Virginia Jenkins
Robert P. Warhurst

-15-

AUDIT COMMITTEE REPORT

Southern Financial Bancorp has established an audit committee within
the Board of Directors. The audit committee has the responsibility, under
delegated authority from the Company's Board of Directors, for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The audit committee consists of five members. The Board of
Directors has determined that each of the five members is independent as defined
in Rule 4200(a)(15) of the National Association of Securities Dealers, Inc.
listing standards and is able to read and understand fundamental financial
statements. The Board of Directors has also determined that at least one member
of the audit committee has past employment experience in finance and accounting.
The Board of Directors has reviewed, assessed the adequacy of, and approved the
audit committee charter.

In fulfilling its oversight responsibilities and in connection with the
December 31, 2001 financial statements, the audit committee: (1) reviewed and
discussed the audited financial statements with management; (2) discussed with
the auditors the matters required by the Statement on Auditing Standards No. 61;
and (3) received and discussed with the auditors the matters required by
Independence Standards Board Statement No. 1. In reliance upon these reviews and
discussions, the audit committee recommended to the Board of Directors that the
audited financial statements be included in the Annual Report on Form 10-K filed
with the SEC.

Submitted by the numbers of the Audit Committee:

Neil J. Call (Chairman) Virginia Jenkins
Fred L. Bollerer Michael P. Rucker
Alfonso G. Finocchiaro

PRINCIPAL ACCOUNTING FIRM FEES

AUDIT FEES

The aggregate fees billed to the Company for professional services
rendered by KPMG LLP in connection with the audit of the Company's consolidated
financial statements as of and for the year ended December 31, 2001 and limited
reviews of the Company's unaudited consolidated interim financial statements
included in the Company's Quarterly Reports on Form 10-Q for the fiscal year
ending December 31, 2001 were $96,200.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the year ended December 31, 2001, KPMG LLP did not render any
professional services to the Company in connection with the design and
implementation of financial information systems.

ALL OTHER FEES

The aggregate audit related and non-audit fees billed to the Company
for services rendered by KPMG LLP for the year ended December 31, 2001 were
$105,711. These fees consist of audit related fees of $77,111 for issuances of
letters to underwriters, audit of the Company's benefit plan, review of
registration statements and issuance of consents thereon by KPMG LLP and
non-audit related fees of $28,600 for tax consulting and tax preparation.
The Audit Committee has considered whether the provision of these non-audit
services is compatible with maintaining the independence of KPMG LLP.

-16-

PERFORMANCE GRAPH

The following Performance Graph compares the cumulative total
shareholder return on the Company's Common Stock for the period from December
31, 1996 to December 31, 2001 with the cumulative total return of the Nasdaq
Composite Index and the Nasdaq Bank Index for the same period. The Performance
Graph assumes $100 invested on December 31, 1996 in the Company's Common stock,
the Nasdaq Composite Index and the Nasdaq Bank Index and assumes reinvestment of
dividends through December 31, 2001. The historical stock price performance for
the Company's Common stock shown on the graph below is not necessarily
indicative of future stock performance.

The Performance Graph and related description shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this Performance Graph by reference, and shall not otherwise be
deemed filed under such acts.

SOUTHERN FINANCIAL BANCORP
STOCK PRICE PERFORMANCE
[DECEMBER 31, 1996 - DECEMBER 31, 2001]

[GRAPH]

SOUTHERN FINANCIAL BANCORPORATION
5 YEAR STOCK PERFORMANCE ANALYSIS

SOUTHERN FINANCIAL BANCORP NASDAQ COMPOSITE INDEX NASDAQ BANK INDEX
--------------------------------- ------------------------------- -----------------------------
SOUTHERN NASDAQ
FINANCIAL COMPOSITE NASDAQ
DATE CLOSING PRICE BANCORP CLOSING PRICE INDEX CLOSING PRICE BANK INDEX
- ---- ------------- --------- ------------- --------- ------------- ----------

12/31/96 12.27 100.00 1291.03 100.00 1273.46 100.00
12/31/97 20.00 165.04 1570.35 122.11 2083.22 165.94
12/31/98 19.09 160.27 2192.69 171.08 1838.00 149.08
12/31/99 15.00 129.48 4069.31 318.11 1691.29 140.55
12/31/00 11.59 103.82 2470.52 93.63 1939.45 164.73
12/31/01 26.47 241.00 1950.40 153.36 2134.89 185.36
</Table>

-17-

ITEM 2.
AMENDMENT TO THE
ARTICLES OF INCORPORATION

The Company's Articles of Incorporation currently authorized a total of
5,000,000 shares of Common Stock, par value $0.01 per share, and 1,000,000
shares of Preferred Stock, $0.01 par value per share. As of February 25, 2002,
there were 4,284,594 shares of Common Stock issued and outstanding; an
additional 24,173 shares are reserved for issuance upon the conversion of 13,621
shares of Series A Preferred Stock outstanding; an additional 514,733 shares are
reserved for issuance under the Company stock option plans; and an additional
29,334 shares are reserved for issuance upon the vesting of restricted stock
awards, which leaves only 147,166 authorized shares for other purposes under the
Articles of Incorporation.

The Board of Directors believes that it is in the best interests of the
Company and shareholders to have available additional authorized but unissued
shares of Common Stock for use in connection with employee benefit plans, the
conversion of other securities, such as preferred stock that may be issued by
the Company, possible acquisitions, stock splits, stock dividends raising
additional capital and other corporate purposes. Except for issuances of shares
of Common Stock pursuant to the Company's Stock Option Plan, 401(k) plan and
dividend reinvestment plan and in connection with the conversion of the
outstanding shares Series A Preferred Stock described above into shares of
Common Stock, the Board of Directors has no present plans, understandings or
agreements for the issuance of any of the additional shares. If authorization of
an increased amount of Common Stock were postponed until a specific need arose,
a significant amount of time and expense would be consumed incident to
shareholder action on the proposed issuance. Authorized shares of Common Stock
may be issued by action of the Board of Directors from time to time without
further approval by the shareholders subject to applicable rules of the National
Association of Securities Dealers, Inc.

The Board of Directors has therefore approved an amendment to Article
II, Paragraph A of the Company's Articles of Incorporation which would increase
the number of authorized shares of Common Stock from 5,000,000 shares to
20,000,000 shares but would not affect the number of currently authorized shares
of Preferred Stock. The holders of shares of Common Stock are not entitled to
any preemptive right to purchase or have offered to them any shares or other
securities of the Company whether now or hereafter authorized. Any issuance of
shares of Common Stock on other than on a pro rata basis to all shareholders
would dilute the voting power and percentage of share ownership and may reduce
the portion of dividends and liquidation proceeds payable to current
shareholders. In addition, the issuance of shares of Common Stock in connection
with an acquisition could dilute the Company's earnings per share, but any such
dilution would be expected to be only for the short term.

In addition to the corporate purposes discussed above, the proposed
amendment to the Company's Articles of Incorporation could, under certain
circumstances, have an anti-takeover effect, although this is not the intent of
the Board of Directors. For example, it may be possible for the Board of
Directors to delay or impede a takeover or transfer of control of the Company by
causing such additional authorized shares to be issued to holders who might side
with the Board of Directors in opposing a takeover bid that the Board of
Directors determines is not in the best interests of the Company and its
shareholders. The proposed amendment therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the proposed amendment may
limit the opportunity for the Company's shareholders to dispose of their shares
at the higher price generally available in takeover attempts or that may be
available under a merger proposal. The proposed amendment may have the effect of
permitting the Company's current management, including the current Board of
Directors, to retain its position, and place it in a better position to resist
changes that shareholders may wish to make if they are dissatisfied with the
conduct of the Company's business.

-18-

However, the Board of Directors is not aware of any attempt to take control of
the Company and the Board of Directors has not presented this proposal with the
intent that it be utilized as a type of anti-takeover device.

The affirmative vote of the holders of at least two-thirds of the
outstanding shares of Common Stock is required to approve the proposed amendment
to the Company's Articles of Incorporation. Abstentions and broker non-votes
will have the same effect as a vote against this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.

ITEM 3.
PROPOSAL TO RATIFY DESIGNATION
OF INDEPENDENT AUDITORS

The Board of Directors has designated KPMG LLP, Certified Public
Accountants, as the Company's independent auditors for the fiscal year ending
December 31, 2002, subject to shareholder ratification. The ratification of such
appointment will require the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote and present in person or
represented by proxy at the Annual Meeting. Representatives of KPMG LLP are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement (if they desire to do so), and is expected to be available to
respond to appropriate questions.

The principal function of KPMG LLP is to audit the consolidated
financial statements of the Company and its subsidiaries and, in connection with
that audit, to review certain related filings with the SEC and to conduct
limited reviews of the financial statements included in each of the Company's
quarterly reports. The Company engaged the services of KPMG LLP as its
independent accountants as of June 26, 1997.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP

ANNUAL REPORT ON FORM 10-K

A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, to be filed with the SEC, will be provided on written request
without charge to any shareholder whose proxy is being solicited by the Board.
The written request should be directed to:

Shareholder Relations
Southern Financial Bancorp, Inc.
37 E. Main Street
Warrenton, Virginia 20186

DATE FOR SUBMISSION OF SHAREHOLDER
PROPOSALS FOR 2003 ANNUAL MEETING

In order for shareholder proposals submitted pursuant to Rule 14a-8 of
the Exchange Act to be presented at the Company's 2003 Annual Meeting of
Shareholders and included in the Company's proxy statement and form of proxy
relating to such meeting, such proposals must be submitted to the Secretary of
the Company at the Company's principal executive offices not later than November
22, 2002.

-19-

Shareholder proposals should be submitted to the Secretary of the Company at
37 E. Main Street, Warrenton, Virginia 20186.

In addition, the Company's Bylaws provide that only such business which
is properly brought before a shareholder meeting will be conducted. For business
to be properly brought before a meeting or nominations of persons for election
to the Board of Directors to be properly made at a meeting by a shareholder,
notice of proposed business or a proposed nomination meeting certain specified
requirements must be received by the Secretary of the Company at the Company's
offices not less than 60 nor more than 90 days prior to the date of any annual
meeting or, for nominations of directors, the date of any meeting of
shareholders called for the election of directors, provided in each case that,
if fewer than 70 days' notice of the meeting is given to shareholders, such
written notice shall be received not later than the close of business on the
tenth day following the day on which notice of the meeting was mailed to
shareholders. Based upon an anticipated date of April 24, 2003 for the 2003
annual meeting of shareholders, the Company must receive any notice of proposed
business or a proposed nomination no later than February 21, 2003 and no earlier
than January 21, 2003. Such notice to the Company must also provide certain
information set forth in the Bylaws. A copy of the Bylaws may be obtained upon
written request to the Secretary of the Company.

OTHER MATTERS

The Board of Directors does not intend to bring any other matters
before the Annual Meeting and does not know of any other matters to be presented
for action at the Annual Meeting. However, if any other matter does properly
come before the Annual Meeting, or any adjournment thereof, the person or
persons voting the proxies will vote them in accordance with their best
judgment.

By Order of the Board of Directors

/s/ RICHARD P. STEELE
Richard P. Steele
Secretary

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[FRONT SIDE OF PROXY]

SOUTHERN FINANCIAL BANCORP, INC.

37 East Main Street
Warrenton, Virginia 20186
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints R. Roderick Porter, Georgia S. Derrico
and Richard P. Steele, jointly and severally, as proxies (and if the undersigned
is a proxy, as substitute), each with the power to act alone and to appoint his
or her substitute, and hereby authorizes each of them to represent the
undersigned and to vote, as designated below, all of the shares of Common Stock
of Southern Financial Bancorp, Inc. (the "Company") held of record by the
undersigned on March 12, 2002 at the Annual Meeting of Shareholders to be held
on April 25, 2002 or any adjournment thereof.

[BACK SIDE OF PROXY]

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR all nominees listed in Proposal 1 and FOR Proposals 2
and 3.

The Board of Directors recommends a vote FOR each of the following
Proposals:

1. To elect four directors for a three-year term.

[ ] For all nominees [ ] WITHHOLD AUTHORITY to
listed below vote for all nominees
(except as marked to the contrary)

(INSTRUCTION: To withhold the authority to vote for any individual nominee,
strike a line through the nominee's name in the list below)

Alfonso G. Finocchiaro Michael P. Rucker

Virginia Jenkins Robert P. Warhurst

2. To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 5,000,000 to
20,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To ratify the designation of KPMG LLP as the Company's auditors for the
fiscal year ending December 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

I plan to attend the meeting in person:
[ ]

Please sign exactly as the name appears on the label. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, guardian or agent, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

Date: ___________________, 2002 ________________________________
Signature

Printed Name:

__________________________________ ________________________________
Signature, if held jointly

PLEASE MAIL THIS FORM IN THE ENCLOSED ENVELOPE

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