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**Comptroller of the Currency**

**Administrator of National Banks**

Licensing Operations

Southern District Office

1600 Lincoln Plaza

500 North Akard

Dallas, Texas 75201-3323

#### Conditional Approval #628

March 2, 2004 **April 2004**

William C. Wiley

Spokesperson

Chairman & CEO

TransCommunity Bankshares

4235 Innslake Drive

Glen Allen, Virginia 23060

Re: De Novo Charter, Bank of Louisa, National Association, Louisa, VA

CAIS Control No: 2004-SO-01-0001

Dear Mr. Wiley:

The Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of Bank of Louisa, National
Association (the Bank). On March 2, 2004, the OCC granted preliminary
conditional approval of your charter application after a determination
that your proposal met certain regulatory and policy requirements.
Approval of your request for trust powers and your application to
acquire certain assets and assume certain liabilities from the Bank of
Powhatan, National Association, Powhatan, Virginia will be submitted
under separate cover.

This preliminary conditional approval is granted based on a thorough
evaluation of all information available to the OCC, including the
representations and commitments made in the application and by the
Bank's representatives. We also made our decision to grant preliminary
conditional approval with the understanding that the proposed national
bank will apply for Federal Reserve membership and will obtain insurance
from the Federal Deposit Insurance Corporation (FDIC).

The OCC has granted preliminary conditional approval only. Final
approval and authorization for the Bank to open will not be granted
until all pre-opening requirements are met. Until final approval is
granted, the OCC has the right to alter, suspend, or revoke this
preliminary conditional approval should the OCC deem any interim
development to warrant such action.

William C. Wiley

March 2, 2004

Page 2

This preliminary conditional approval is subject to the following
condition:

> The Bank: (i) shall give the Virginia Field Office at least sixty (60)
> days prior notice of the Bank's intent to significantly deviate or
> change from its business plan or operations[^1] and (ii) shall obtain
> the OCC's written determination of no objection before the bank
> engages in any significant deviation or change from its business plan
> or operations. The OCC may impose additional conditions it deems
> appropriate in a written determination of no objection to a Bank's
> notice. For the first three years of operation, the Bank also must
> provide a copy of such written notice to the FDIC's Atlanta Regional
> Office.

This condition is a condition "imposed in writing by the agency in
connection with the granting of any application or other request" within
the meaning of 12 USC §1818. As such, this condition is enforceable
under 12 USC §1818.

The Bank's initial paid-in capital, net of organizational and
pre-opening expenses, shall be no less than \$4,770,000.

Final approval will not be granted until and unless the Federal Reserve
acts favorably on your application to acquire the Bank. You must furnish
the OCC with a copy of all related filings to the Federal Reserve.

As noted in the application, the Bank's main office will temporarily be
located at 105 West Main Street, Louisa, Virginia. The Bank's permanent
main office will be established at 217 East Main Street, Louisa,
Virginia. The main office location is within the boundaries of the
Louisa Courthouse Historic District, which may be eligible for listing
on the National Register of Historic Places. The land on which the
permanent main office building will be constructed is currently held by
the Bank's parent holding company, TransCommunity Bankshares, Inc. Upon
opening, the Bank will acquire the property and proceed to construct its
main office. In establishing the main office, the Bank shall adhere to
the design approved by the Virginia Department of Historic Resources
(DHR) and, to the extent practicable, comply with the recommendations
contained in the DHR's letters dated December 18, 2001 and February 26,
2004. Any changes to the approved plans will need to be communicated to
and reviewed by the DHR in advance of implementing the changes.

In addition, the Bank must submit to the OCC for review and approval two
independent appraisals that support the arms-length nature of the
acquisition of the land. Copies of the appraisals should also be
submitted to the FDIC's Atlanta Regional Office.

William C. Wiley

March 2, 2004

Page 3

The OCC poses no objection to the following persons serving as executive
officers, directors and/or organizers as proposed in the application.

[Name]{.underline} [Proposed Position]{.underline}

George D. Yancey Organizer/Director/President

Dean P. Agee Organizer/Director

Ethan A. Call Organizer/Director

Graven W. Craig Organizer/Director

Richard W. Mayhew Organizer/Director

Edwin H. Morris, Jr. Senior Vice President/Senior Lending Officer

David M. Purcell Organizer/Director

John J. Purcell, Jr. Organizer/Director/COB

Wallace L. Tingler Organizer/Director

Elizabeth P. Wilson Organizer/Director

Harry Manning Woodward, III Organizer/Director

Prior to the Bank's opening, the Bank must obtain the OCC's prior
written determination of no objection for any additional organizers or
executive officers, or directors appointed or elected before the person
assumes the position. For a two-year period after the Bank commences
business, the Bank must file an Interagency Biographical and Financial
Report with the OCC and receive a letter of no objection from the OCC
prior to any new executive officer or director assuming such position.

In addition, all background checks requested by the OCC have not been
received yet from the Internal Revenue Service. While we have decided
not to delay action pending receipt of these responses, continued
service of the affected individual(s) will be dependent on satisfactory
completion of the background investigation process.

The "Corporate Organization" booklet in the *Comptroller's Licensing
Manual* provides guidance for organizing your bank. The booklet is
located at the OCC's web site:
<http://www.occ.treas.gov/corpbook/group1/public/pdf/corporg.pdf> . The
booklet contains all of the steps you must take to receive your charter.

As detailed in the booklet, you may establish the corporate existence of
and begin organizing the bank as soon as you adopt and forward Articles
of Association and the Organization Certificate to this office for our
review and acceptance. As a "body corporate" or legal entity, you may
begin taking those steps necessary for obtaining final approval. The
Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final
approval.

William C. Wiley

March 2, 2004

Page 4

Enclosed are standard requirements and minimum policies and procedures
for new national banks. The Bank must meet the standard requirements
before it is allowed to commence business and the Board of Directors
must ensure that the applicable policies and procedures are established
and adopted before the Bank begins operation.

In addition to the standard requirements for all new national banks, the
following special requirements must be satisfied prior to the Bank's
request for a pre-opening examination and before the OCC will grant
final charter approval:

1\. The Bank must submit to the Virginia Field Office for review, prior
written determination of no supervisory objection, a complete
description of the Bank's final information systems and operations
architecture as well as the information systems risk assessment and
management plan. This should include a schematic drawing and discussion
of the following items:

> Vendor due diligence and contracts; electronic banking security
> mechanisms and policies; information systems personnel; internal
> controls; audit plans; and operating policies and procedures,
> including, but not limited to, vendor management, weblinking, customer
> authentication and verification, and business resumption contingency
> plans.

2\. The Bank must have performed an independent security review and test
of its electronic banking platform. The Bank must have this review
performed regardless of whether the platform is operated in-house or by
one or more third-party service providers. If the Bank outsources the
technology platform, it can rely on testing performed for the service
provider to the extent that it satisfies the scope and requirements
listed herein. The review must be conducted by an objective, qualified
independent source (Reviewer). The scope should cover:

-   All access points, including the Internet, Intranet, or remote
    access.

-   The adequacy of physical and logical protection against unauthorized
    access including individual penetration attempts, computer viruses,
    denial of service, and other forms of electronic access.

> By written report, the Reviewer must confirm that the security
> measures, including the firewall, have been satisfactorily implemented
> and tested. For additional guidance, see \"The Internet and the
> National Bank Charter\" booklet of the *Comptroller\'s Licensing
> Manual*, pages 37-38, Information System Security. The booklet is
> located at the Electronic Banking section of the OCC\'s Web site:
> [www.occ.treas.gov/netbank/letters.htm](outbind://77/www.occ.treas.gov/netbank/letters.htm).

William C. Wiley

March 2, 2004

Page 5

3\. The Bank must have a security program in place that complies with
the "Interagency Guidelines Establishing Standards for Safeguarding
Customer Information" specified at 12 C.F.R. 30, Appendix B.

Under separate cover, the OCC will send to you an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications. This
information does not include the *Comptroller's Licensing Manual*, which
is available only in electronic form at our web site:
<http://www.occ.treas.gov/corpapps/corpapplic.htm>. You will receive a
copy of the *Comptroller's Handbook* that pertain to asset management.
The trust officers and staff should become thoroughly familiar with
"Fiduciary Activities of National Banks" at 12 CFR 9 (copy enclosed).

This preliminary conditional approval, and the activities and
communications by OCC employees in connection with the filing, do not
constitute a contract, express or implied, or any other obligation
binding upon the OCC, the U.S., any agency or entity of the U.S., or any
officer or employee of the U.S., and do not affect the ability of the
OCC to exercise its supervisory,

regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agent of the OCC or the U.S.

A separate letter is enclosed requesting your feedback on how we handled
the application. We would appreciate your response so we may improve our
service. If you have questions, please contact Senior Licensing Analyst
Brenda E. McNeese or me at (214) 720-7052. The referenced CAIS control
numbers should be included in all correspondence.

Yours truly,

/s/ Karen H. Bryant

Karen H. Bryant

Licensing Manager

Enclosures: Minimum Policies and Procedures

Standard Requirements

12 C.F.R. § 9

Survey Letter

[^1]: If such deviation or change is the subject of an application filed
    with the OCC, no notice to the Supervisory Office is required.