**Conditional Approval #546**

August 14, 2002 **September 2002**

H. H. Kosman, Chairman

Tri County Bank

421 Vandehei Avenue

Cheyenne, Wyoming 82003

Re: Charter Conversion

CAIS Control Number: 2002-WE-01-0007

Dear Mr. Kosman:

The Comptroller of the Currency (OCC) has reviewed your request, dated
July 25, 2002, to convert Tri-County Bank to a national bank. After a
thorough review of all information available, including the
representations and commitments made in the application and the
Tri-County Bank representatives, we find that your request meets the
requirements for approval to convert to a national banking association
pursuant to 12 CFR 5.24 as follows:

> Title: Tri-County Bank, National Association

Location: 421 Vandehei Avenue, Cheyenne, Wyoming

This approval is based in part upon the institution's representation
that, prior to conversion, the capital structure will be realigned to
comply with the minimum capital requirements of 12 USC 35, 36, 52, and
371d to the extent applicable.

This 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 an 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.

All bank premises and fixed assets should be depreciated annually on the
bank's books in accordance with generally accepted accounting
principles, and all leases should be accounted for in accordance with
Financial Accounting Standards Board Statement No. 13.

You are reminded that the following are required before the effective
date of the conversion:

1\. The institution must purchase adequate fidelity bond coverage in
accordance with 12 CFR 7.2013, which lists four factors the directors
should consider to determine adequacy.

2\. If a director, officer, employee, or principal shareholder of the
bank (including an entity in which such person owns an interest of 10
percent or more) is involved in the sale of credit life insurance to
loan customers, the bank should ensure compliance with 12 CFR 2, which
among other things, prohibits a covered person from retaining
commissions or other income from the sale of credit life insurance
connected with any loan the bank makes.

3\. The board of directors must adopt and have in place policies,
practices, and procedures to ensure the safe and sound operation of the
bank. The board also must review those policies, practices, and
procedures continually and ensure bank compliance with them. We are
enclosing the minimum policies and procedures applicable to national
banks.

4\. Tri-County Bank, National Association has represented that it
intends to maintain its membership in the Federal Home Loan Bank (FHLB)
system. If, at any time, Tri-County Bank, National Association ceases to
be a member of the FHLB system, it must use its best efforts, including
contacting the appropriate FHLB and/or the Federal Housing Finance
Board, to dispose of any stock in the FHLB. The OCC will consider this
stock a nonconforming asset for any period that Tri-County Bank,
National Association is not a member of the FHLB system.

This approval is subject to the condition that the Bank shall obtain the
OCC's non-objection before any significant deviation or change from the
proposed operating plan that occurs during the bank's existence. The
Bank shall notify the Denver Field 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. This
condition is enforceable under 12 USC 1818. The Bank must also provide a
copy of such notice to the FDIC's Dallas Regional Office.

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

If the conversion is not consummated within six months from the date of
the decision, approval will be withdrawn. The OCC is opposed to granting
extensions, except under the most extenuating circumstances and expects
the conversion to occur as soon as possible.

Upon conversion, please submit a letter certifying that you have
completed all steps required to convert to a national banking
association (sample enclosed). If you have any questions, please contact
Geryl N. Race, Senior Licensing Analyst at (415) 545-5923.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

Very truly yours,

**-signed-**

Brenda E. McNeese

Acting Licensing Manager

Western District

**Enclosures: Conversion Completed Certification Sample Letter**

**Minimum Policies and Procedures**