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| ## Comptroller of the Currency                                        |
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| > **Administrator of National Banks**                                 |
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Southern District Licensing

500 North Akard, Suite 1600

Dallas, Texas 75201-3323

###### Conditional Approval #734

February 22, 2006 **March 2006**

Mark C. Riley

Chief Executive Officer

First National Bank of Virginia, Proposed

Post Office Box 62487

Virginia Beach, Virginia 23466-2487

> Re: Application to Charter First National Bank of Virginia,
> (Proposed), to be located at 4593 Pembroke Boulevard, Virginia Beach,
> Virginia 23455, and to approve the Messenger Service pursuant to 12
> C.F.R.§ 7.1012. CAIS Control Numbers 2005-SO-01-0021 and
> 2006-SO-05-0046

Dear Mr. Riley:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of First
National Bank of Virginia, (In Organization). On February 22, 2006 the
OCC granted preliminary conditional approval of your charter application
after a determination that your proposal met certain regulatory and
policy requirements. Your request for a Messenger Service as described
at 12 C.F.R.§ 7.1012 is also approved in keeping with established
precedent for that activity.

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 Bank will
apply for Federal Reserve membership and will obtain deposit 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.

Mark C. Riley

February 22, 2006

Page 2

This preliminary conditional approval is subject to the following
condition:

1\. The Bank: (i) shall give the Virginia Field Office at least sixty
(60) days prior written 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
Supervisory Office.

This condition of approval 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 U.S.C. § 1818. As such, the conditions
are enforceable under 12 U.S.C. § 1818.

The Bank's initial paid-in capital shall be a minimum of \$12,000,000
less start up expenses disclosed in your application. Significant
deviations should be brought to our attention during the "In
Organization" phase of the charter proposal. The manner in which capital
is raised must not deviate from that described in the business plan
without prior written OCC notification. If the capital for the Bank is
not raised within 12 months, or if the Bank is not opened for business
within 18 months from the preliminary conditional approval date, this
approval expires. The OCC is opposed to granting extensions, except
under the most extenuating circumstances and when the OCC determines
that the delay is beyond the applicant's control. The organizers are
expected to proceed diligently, consistent with their application, for
the Bank to open for business as soon as possible.

It does not appear you will be establishing a bank holding company in
connection with this de novo filing. However, you are reminded that
final approval will not be granted until and unless the Federal Reserve
acts favorably on any application to acquire the Bank. You must furnish
the OCC with any proposed copy of all related filings to the Federal
Reserve, including registration materials. Send this information to
Karen H. Bryant, Director for District Licensing, in our Southern
District Office.

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

[Name]{.underline} [Title]{.underline}

Mark B. Antal Organizer/Director

Mark C. Riley

February 22, 2006

Page 3

Janice Black Organizer/Director

John D. Gober, MD Organizer/Director

Robert G. Hammer Organizer/Director

James W. Holden, Jr. DVM Organizer/Director

James C. Key Organizer/Director

Ralph J. Nahra Organizer/Director

Timothy B. Persons Organizer/Director

Mark C. Riley Organizer/Director/CEO

Mark K. Rickets Organizer/Director

Douglas A. Chesson Director

Prior to 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.

The OCC also granted the request to waive the residency requirements of
12 U.S.C. § 72 for James C. Key, Dr. James W. Holden Jr., and Mark C.
Riley to serve as members of the board of directors of the Bank. This
waiver is granted based upon a review of all available information,
including the filing and any subsequent correspondence and telephone
conversations, and the Bank's representation that this waiver will not
affect the board's responsibility to direct the Bank's operations in a
safe, sound, and legal manner. The OCC reserves the right to withdraw or
modify this waiver and, at its discretion, to request additional
information at any time in the future.

It is our understanding that Mr. Riley intends to move to, and make,
Virginia Beach his new residence prior to the bank's opening. This
residency waiver allows Mr. Riley additional flexibility during the
relocation process but does not contravene Mr. Riley's representations
of October 6, 2006 to relocate.

> On February 22, 2006, the OCC also conditionally approved (Pursuant to
> Item number 1 above) your application to establish a messenger service
> in the vicinity of 4593 Pembroke Boulevard, Virginia Beach, Virginia.
> This approval is granted based on a thorough review of all information
> available, including the representations and commitments made in the
> application and by the bank's representatives. This letter also serves
> as authorization for the bank to establish Branch Number 134313A at
> the above-noted address following the opening of the bank.

Mark C. Riley

February 22, 2006

Page 4

If the branch is not opened within 18 months from this approval in
connection with the establishment of this de novo bank, the approval
automatically terminates unless the OCC grants an extension.

Within 10 days after opening this messenger service, the bank must
advise this office of the branch\'s opening date, so the OCC may
complete its records. Reference the CAIS control number
(2006-SO-05-0046) in your letter. You are reminded the messenger service
is not to operate outside your designated market without seeking
additional authorization due to various state law limitations regarding
bank branches.

If this branch is closed, a 90-day advance notice of proposed branch
closing must be submitted to the OCC pursuant to 12 U.S.C. 1831r-1.
Following the closing of the branch office, a final closing notice
should be submitted to this office.

The "Charters" 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/group4/public/pdf/charters.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 Licensing Analyst
Abel Reyna in 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.

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.  Complete the ownership transfer of the vacant lot associated with
    the proposed main office location. The transfer shall be reported on
    the bank's financial statements at \$450,000, representing the
    initial purchase price of the lot due to an intercompany transfer of
    the real estate and the accounting requirements for this real estate
    acquisition. The amount in excess of the transfer value, if any,
    shall be recorded as a

Mark C. Riley

February 22, 2006

Page 5

> pre-opening expense clearly disclosed in the proposed offering
> circular. The disclosure should include a full description of the
> property and transaction history of the lot, the sole shareholder of
> the lot, and the fact that the lot transfer may be capped due to the
> insider transactions regarding the acquisition price. The lot
> acquisition should be supported by a satisfactory third real estate
> appraisal, received and reviewed by the OCC, in keeping with the
> minimum standards addressed as 12 C.F.R. §34.44. The accounting
> treatment for the transaction should be consistent with Generally
> Accepted Accounting Principals.
>
> 2\. The pro forma financial statements and projections should be
> resubmitted to account for the final lot valuation following receipt
> of the revised appraisal documentation.
>
> 3\. The Messenger Service scope of activities and target market should
> be developed and provided for review during the pre-opening
> examination phase.
>
> 4\. The Bank must submit to the Virginia Field Office for review, and
> 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.
>
> • 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.

Mark C. Riley

February 22, 2006

Page 6

> • By written report, the Reviewer must confirm that the security
> measures, including the firewall, have been satisfactorily implemented
> and tested. For additional guidance, refer to "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:
> <http://www.occ.treas.gov/corpbook/group4/public/pdf/internetnbc.pdf>.
>
> 5\. 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>.

These preliminary conditional approvals 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 United States (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 United States.

Direct any questions concerning this preliminary conditional approval to
me or Licensing Analyst Abel Reyna at 214-720-7052. All correspondence
regarding this application should reference the control number.

Yours truly,

signed

Karen H. Bryant

Director for District Licensing

Enclosures: Standard Requirements

Minimum Policies and Procedures

Survey Letter

[^1]: If such deviation is the subject of an application filed with the
    OCC, no separate notice to the supervisory office is required.