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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Southeastern District

Marquis One Tower, Suite 600

245 Peachtree Center Ave., NE

Atlanta, Georgia 30303

#### Conditional Approval #513

January 18, 2002 **February 2002**

Mr. Douglas A. Chesson

Spokesperson

Citizens National Bank (Proposed Charter)

70 E. Windsor Blvd. Suite B

Windsor, Virginia 23487

Re: Application for a de novo Charter

Citizens National Bank (Proposed Charter), Windsor, Virginia

Control No. 2001-SE-01-0010

Dear Mr. Chesson:

The Office of the Comptroller of the Currency (OCC) has reviewed your
application to establish a new national bank with the title of
**Citizens National Bank**. On January 18, 2002, after a thorough
evaluation of all data available to the OCC, we found that your proposal
met the requirements for preliminary conditional approval.

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

This preliminary conditional approval is subject to the following
condition. The bank shall obtain the OCC's non-objection before any
significant deviation or change from the proposed operating plan occurs
during the bank\'s first three years of operations. The bank shall
notify the Virginia Supervisory Office at least sixty (60) days prior to
any proposed significant deviation or change and obtain the OCC\'s
non-objection in writing, to such a proposed deviation or change. The
bank must also provide a copy of such notice to the FDIC's Atlanta
Regional Supervisory Office. This condition of approval is "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, the
condition is enforceable under 12 USC 1818.

Mr. Douglas Chesson

January 18, 2002

Page 2

This is preliminary conditional approval only. Final approval will not
be granted until and unless the Federal Reserve Board acts favorably on
your application with them to acquire this new bank. You must furnish
the OCC's Southeastern District Office with a copy of all related
filings to the Federal Reserve, including registration material.

Until final approval is granted, the OCC has the right to alter,
suspend, or revoke preliminary approval should any interim development
be deemed by the OCC to warrant such action.

The bank's initial paid-in capital, net of organizational and preopening
expenses, shall be no less than \$4,653,000. The manner in which capital
is raised must not deviate from that described in the operating plan
without prior OCC notification. If the capital for the new bank is not
raised within 12 months or if the new bank is not opened for business
within 18 months from the preliminary conditional approval date, the OCC
will withdraw approval. 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.

Please refer to the "Corporate Organization" booklet (enclosed) of the
*Comptroller's* *Corporate Manual* for the instructions on organizing
your bank. 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 acceptable Articles of Association and the
Organization Certificate to this office. As a "body corporate" or legal
entity, you may begin taking those steps necessary for obtaining final
approval, but you may not begin the business of banking until you
fulfill all requirements for a bank in organization and you are granted
final approval by the OCC.

After reading the instructions for the organization of a new national
bank, it is suggested that the spokesperson or a designated
correspondent visit the District Office to discuss the organizing
process. We feel such a visit can save time and prevent some of the
pitfalls that have delayed or prevented other banks from opening.

Enclosed are standard requirements that must be met before the bank will
be allowed to commence business. Management must ensure that the
applicable policies and procedures are established and adopted by the
board of directors before the bank begins operation.

Mr. Douglas Chesson

January 18, 2002

Page 3

This Office has no objection to the following persons serving as
executive officers and directors as proposed in the application and as
indicated below. Additional executive officers and directors are subject
to the [prior]{.underline} review and clearance of the OCC.

> [NAME]{.underline} [POSITION]{.underline}
>
> Douglas A. Chesson President/CEO and Director
>
> Allen E. Brown Director
>
> Judy D. Brown Director
>
> J. Larry Darden Director
>
> Harold F. Demsko Director
>
> James E. Laine Director
>
> Marcia C. Patterson Director
>
> William E. Pope Director
>
> Gerald D. Scheimberg Director
>
> Kim D. Shivers Director
>
> Michael G. Smith Director
>
> G. Stewart Tyler Director
>
> Gene E. Worrell Director
>
> Susan P. Worrell Director

You are also reminded that for a period of two years after the bank has
opened for business, the OCC must review and have no objection to any
new executive officer or director prior to that person assuming such
position.

The OCC will send to you under separate cover an appropriate set of OCC
handbooks, manuals, issuances, and selected other publications.

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 United States, any agency or entity of the
United States, or any officer or employee of the United States, 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.

Mr. Douglas Chesson

January 18, 2002

Page 4

Any questions concerning this preliminary conditional approval should be
directed to Licensing Analyst Valerie Richards at (404) 588-4525.

Sincerely,

**/s/**

John O. Stein, II

Licensing Manager

Enclosures: Corporate Organization Booklet

> Documents - Standard Requirements, New Bank Charters
>
> Documents - Minimum Policies and Procedures