<PAGE>

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

                           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:

[X]  Preliminary Proxy Statement         [_]  CONFIDENTIAL, FOR USE OF THE
                                              COMMISSION ONLY (AS PERMITTED BY
                                              RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                  Virginia Commonwealth Financial Corporation
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
   (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)(4) and 0-11.


     (1) Title of each class of securities to which transaction applies:

     -------------------------------------------------------------------------


     (2) Aggregate number of securities to which transaction applies:

     -------------------------------------------------------------------------


     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------


     (4) Proposed maximum aggregate value of transaction:

     -------------------------------------------------------------------------


     (5) Total fee paid:

     -------------------------------------------------------------------------

[_]  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:

     -------------------------------------------------------------------------


     (2) Form, Schedule or Registration Statement No.:

     -------------------------------------------------------------------------


     (3) Filing Party:

     -------------------------------------------------------------------------


     (4) Date Filed:

     -------------------------------------------------------------------------

Notes:

<PAGE>

[LOGO] Virginia
       Commonwealth
       Financial
       Corporation


102 S. Main Street
P.O. Box 71
Culpeper, Virginia 22701


Dear Fellow Shareholders:

   You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of Virginia Commonwealth Financial Corporation. The meeting will be held on
Wednesday, May 16, 2001, at 3:00 p.m. at the Lake of the Woods Clubhouse, Locust
Grove, Virginia. The accompanying Notice and Proxy Statement describe the
matters to be presented at the meeting. Enclosed is our Annual Report to
Shareholders that will be reviewed at the Annual Meeting.

   Please complete, sign, date, and return the enclosed proxy card as soon as
possible. Whether or not you will be able to attend the Annual Meeting, it is
important that your shares be represented and your vote recorded.  The proxy may
be revoked at any time before it is voted at the Annual Meeting.

   We appreciate your continuing loyalty and support of Virginia Commonwealth
Financial Corporation and its affiliated companies.

                      Sincerely,

                      /s/ O. R. (Ed) Barham, Jr.

                      O. R. (Ed) Barham, Jr.
                      President & Chief Executive Officer


Culpeper, Virginia
March 1, 2001
<PAGE>

[LOGO] Virginia
       Commonwealth
       Financial
       Corporation


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            To Be Held May 16, 2001



To Our Stockholders:

     The Annual Meeting of Stockholders of Virginia Commonwealth Financial
Corporation will be held at the Lake of the Woods Clubhouse, Locust Grove,
Virginia, on Wednesday, May 16, 2001 at 3:00 p.m. for the following purposes:

     1.   To elect three (3) directors to serve until the 2004 Annual Meeting of
          Stockholders, or until their successors are elected and qualified;

     2.   To ratify the appointment of Yount, Hyde & Barbour, P.C., as external
          auditors for the fiscal year ending December 31, 2001; and

     3.   To transact such other business as may properly come before the
          meeting.

     Stockholders of record at the close of business on February 20, 2001, will
be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.

                              By Order of the Board of Directors,

                              /s/ Edward V. Allison, Jr.

                              Edward V. Allison, Jr.
                              Secretary


March 1, 2001

IMPORTANT NOTICE

     Please complete, sign, date, and return the enclosed proxy card in the
accompanying postage-paid envelope so that your shares will be represented at
the meeting. Shareholders attending the meeting may personally vote on all
matters which are considered, in which event the signed proxies are revoked.
<PAGE>

                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
                             102 South Main Street
                              Post Office Box 71
                           Culpeper, Virginia 22701


--------------------------------------------------------------------------------

                              PROXY STATEMENT FOR
                        ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MAY 16, 2001

--------------------------------------------------------------------------------


                              GENERAL INFORMATION

     The enclosed proxy is solicited by the Board of Directors of Virginia
Commonwealth Financial Corporation (the "Company") for the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at the Lake of the
Woods Clubhouse, Locust Grove, Virginia on May 16, 2001, at 3:00 p.m., for the
purposes set forth in the accompanying Notice of Annual Meeting.  The
approximate mailing date of this Proxy Statement and accompanying proxy is March
5, 2001.

Revocation and Voting of Proxies

     Execution of a proxy will not affect a Stockholder's right to attend the
Annual Meeting and to vote in person. Any Stockholder who has executed and
returned a proxy may revoke it at any time before the proxy is exercised by
filing an instrument effecting such revocation or a duly exercised proxy bearing
a later date with the Company at the above address.  Stockholders also may
revoke their proxies by attending the Annual Meeting and voting in person.
Proxies will extend to, and will be voted at, any adjourned session of the
Annual Meeting.

Voting Rights of Stockholders

     Only stockholders of record at the close of business on February 20, 2001
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.  As of the close of business on the record date, 2,312,800 shares of
Company common stock, par value of $2.50 per share, were outstanding and
entitled to vote at the meeting. The Company has no other class of stock
outstanding.

     Each share of Company common stock is entitled to one vote for as many
persons as there are directors to be elected at the Annual Meeting and one vote
for all other matters voted on at the Annual Meeting.  Shares of Company common
stock are not entitled to cumulative voting rights.  The presence, in person or
by proxy, of a majority of the votes entitled to be cast will constitute a
quorum for the transaction of business at the Annual Meeting.

Solicitation of Proxies

     The expenses of soliciting proxies will be borne by the Company.  Proxies
are being solicited by mail, and also may be solicited by directors, officers,
employees and agents of the Company in person, by telephone, or by mail.
Officers, directors and employees of the Company will not receive special
compensation for their solicitation activities.  The Company may reimburse
banks, brokerage firms, and other custodians, nominees, and fiduciaries for
their reasonable expenses in sending proxy materials to beneficial owners of
Company common stock.

                                      -3-
<PAGE>

Principal Holders of Capital Stock

     The following table sets forth certain information, as of February 20,
2001, about beneficial ownership of the Common Stock of the Company for each
director, director nominee, certain executive officers and for all directors,
director nominees, and executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                            Number of Shares
                                          Beneficially Owned(1)
Name                                     as of February 20, 2001      Percent of Class
----                                     -----------------------      ----------------
<S>                                      <C>                          <C>
O. R. Barham, Jr.                                  15,972 (2)                 *
Marshall D. Gayheart, Jr.                          31,219                   1.3%
H. Wayne Parrish                                    7,623                     *
Gregory L. Fisher                                   1,050                     *
Thomas F. Williams, Jr.                            12,855                     *
E. Page Butler                                     15,817 (3)                 *
Taylor E. Gore                                      6,564                     *
W. Robert Jebson, Jr.                               5,431                     *
Christopher M. Hallberg                             8,412                     *
W. R. Southworth                                    9,886 (3)                 *
Edward V. Allison, Jr.                             14,075 (2)                 *
Jeffrey W. Farrar                                   5,314 (2)                 *
All Directors and Executive                       134,018                   5.8%
 Officers as a group (12 persons)
</TABLE>

* Represents less than 1% of the total outstanding shares of the Company's
  common stock.

(1)  For purposes of this table, beneficial ownership has been determined in
     accordance with the provision of Rule 13d-3 of the Securities Exchange Act
     of 1934 under which, in general, a person is deemed to be the beneficial
     owner of a security if he or she has or shares the power to vote or direct
     the voting of the security or the power to dispose of or direct the
     disposition of the security, or if he has the right to acquire beneficial
     ownership of the security within sixty days.

(2)  Includes 11,106 shares, 4,560 shares, and 4,530 shares for Mr. Barham, Mr.
     Allison, and Mr. Farrar, respectively, in incentive stock options. A
     description of such options is set forth below in greater detail in
     "Employee Benefit Plans - Incentive Stock Option Plan."

(3)  Includes 879 shares and 5,649 shares for Mr. Butler and Mr. Southworth in
     exercisable stock options converted to VCFC options in connection with the
     acquisition of Caroline Savings Bank on February 14, 2000.

                                      -4-
<PAGE>

                                 PROPOSAL ONE
                             ELECTION OF DIRECTORS

     The Board of Directors of the Company is divided unto three classes of
directors (Class I, Class II and Class III).  The term of office for the Class
II directors will expire at the Annual Meeting.  The first three persons in the
table below, all of whom currently serve as directors of the Company, will be
nominated to serve as Class II directors. If elected, the Class II directors
will serve for a term of three years until the 2004 Annual Meeting, or until
their successors are duly elected and qualify.

     The persons named in the proxy will vote for the election of the nominees
named below unless authority is withheld.  If any of the persons named below is
unavailable to serve for any reason, an event which the Board of Directors does
not anticipate, proxies will be voted for the remaining nominees and such other
person or persons as the Board of Directors may designate.  In the alternative,
the Board may reduce the size of a class of directors to the number of remaining
nominees, if any, for whom the proxies will be voted.

     The following table sets forth certain information concerning the nominees
for election at the Annual Meeting as directors, as well as certain information
about the remaining Class I and Class III directors, who will continue in office
after the Annual Meeting until the 2002 and 2003 Annual Meetings, respectively.
The Board of Directors recommends that the stockholders vote FOR election of the
Directors who have been nominated.

                             NOMINEES FOR ELECTION
                               CLASS II DIRECTORS
                      (To Serve until 2004 Annual Meeting)


<TABLE>
<CAPTION>
                                    Director      Occupation
Name and Age                        Since (2)     Past 5 Years
------------                        --------------------------
<S>                          <C>    <C>      <C>
Taylor E. Gore               62     1975     Executive Vice President & General Manager, Culpeper
                                             Farmers' Co-op, Inc.

W. Robert Jebson, Jr.        67     1990     President, Environmental Systems Service, Ltd.

Christopher M. Hallberg      51     1988     President, Hallberg Financial Group

                    CLASS II DIRECTOR NOT UP FOR NOMINATION

W.R. Southworth              64     1975     Chief Executive Officer, Caroline Savings Bank

                          REMAINING CLASS I DIRECTORS
                      (Serving until 2002 Annual Meeting)

Gregory L. Fisher            51     1992     President, Eddins Ford, Inc.

Thomas F. Williams, Jr.      62     1988     Partner, Franklin, Williams and Cowan, Esq.

E. Page Butler               53     1996     Owner, Page Butler, Inc.
</TABLE>

                                      -5-

<PAGE>

<TABLE>
<S>                          <C>    <C>      <C>
                         REMAINING CLASS III DIRECTORS
                      (Serving until 2003 Annual Meeting)

O. R. Barham, Jr.            50     1996     President and Chief  Executive Officer
                                             Virginia Commonwealth Financial Corporation

Marshall D. Gayheart, Jr.    70     1971     Retired, Proprietor, Gayheart Drug Store

H. Wayne Parrish             57     1988     President and General Manager, Allmans BBQ;
                                             Real Estate Appraiser

-----------------------------------------------------------------------------------------
</TABLE>

     (2)  The date above refers to the year in which Messrs. Barham, Gayheart,
          Gore, Jebson and Fisher were first elected to the Board of Directors
          of Second Bank & Trust.  Messrs. Hallberg, Parrish, and Williams were
          first elected to the Board of Directors of Virginia Heartland Bank,
          and Messrs. Butler and Southworth were first elected to the Board of
          Directors of Caroline Savings Bank.

Board of Directors and Committees

     The Board of Directors of the Company met monthly in 2000.  In 2000, all
directors attended at least 75% of the regular, special, or committee meetings
of the Board of Directors of the Company, which he (she) was required to attend.

     There are no family relationships among any of the directors or executive
officers, and none of the directors serves as a director of any other company
with a class of securities registered under Section 12 of the Securities
Exchange Act of 1934.

     The Company has an Executive Committee comprised of Messrs. Barham, Butler,
Gore, Jebson and Parrish. The Executive Committee is authorized, between
meetings of the Board, to perform duties and exercise certain authorities of the
Board.

     The Audit Committee is comprised of Messrs. Butler, Fisher, Gore and
Williams. In addition, Directors Charles K. Gyory of Second Bank & Trust and
Thomas Y. Welsh of Virginia Heartland Bank serve on the Audit Committee.   The
principal responsibilities of the Committee are to ensure that the Board
receives objective information regarding policies, procedures, and activities
with respect to auditing, accounting, internal controls, financial reporting,
regulatory matters, and such other activities as may be directed by the Board.
The Committee met 4 times in 2000.

     The Company does not have a standing Personnel Committee. The Board of
Directors and/or the Executive Committee review employee benefit plans and
ratify the actions of its affiliate board of directors in determination of the
level of compensation for each officer and director of the affiliates.

                                      -6-
<PAGE>

                            EXECUTIVE COMPENSATION

Compensation of Directors

     Directors of the Company receive a monthly fee of $800.00 for serving
as Board of Directors. Directors of the Company are paid $200 for committee
meetings on which they serve and attend.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), directors and executive officers of the Company are
required to file reports with the Securities and Exchange Commission indicating
their holdings of and transactions in the Company's equity securities. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, insiders of the Company complied with all filing requirements during
the fiscal year ended December 31, 2000.

Executive Compensation

     Summary of Cash and Certain Other Compensations. The following table shows
the cash compensation paid to Mr. O. R. Barham, Jr., President and Chief
Executive Officer of the Company, Mr. William B. Young, former Chairman and
Chief Executive Officer, Edward V. Allison, Jr., Senior Vice President and
Secretary of the Company and Mr. Jeffrey W. Farrar, Executive Vice President and
Chief Financial Officer of the Company, during 2000, 1999, and 1998. During
2000, no other executive officer of the Company received compensation in excess
of $100,000.


                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                         Long-Term
                                          Annual Compensation                           Compensation
                               ------------------------------------------       ---------------------------
All
Name and                                                          Other Annual        Restricted       Stock
Principal Position            Year       Salary      Bonus(1)     Compensation(2)   Stock Awards(5)   Options     Other
Compensation(4)
------------------
<S>                           <C>      <C>           <C>          <C>               <C>               <C>       <C>
O.R. Barham, Jr.              2000     $ 180,000     $      -           -              $31,122        11,106    $ 28,372
   President/Chief            1999       170,000            -           -                    -                    30,770
   Executive Officer          1998       140,000       10,000           -                    -                    23,045

William B. Young              2000       165,000            -           -                    -                    10,735
   Former Chairman and CEO    1999       165,000            -           -                    -                     8,298
                              1998       138,800            -           -                    -                     4,342

Edward V. Allison, Jr.        2000       125,000            -           -               12,600         3,930       7,820
   Senior Vice                1999       104,668            -           -                    -                     5,330
   President/Secretary        1998       101,700            -           -                    -                     4,494

Jeffrey W. Farrar             2000        93,000        5,000           -               12,600         3,960      10,078
   Executive Vice             1999        86,000            -           -                    -                    12,253
   President/CFO              1998        76,100            -           -                    -                    11,993
</TABLE>


(1)  Mr.  Barham served as President  and Chief  Executive  Officer of Second
     National Financial Corporation
     during 1998; President of the Company from October 1998 to December 2000.
(2)  Mr. Young has served as Chairman and Chief Executive Officer until his
     retirement in December 2000.

                                      -7-
<PAGE>

(3)  Other compensation for 2000 consisted of the following:

<TABLE>
<CAPTION>
                                              Barham             Young          Allison           Farrar
<S>                                        <C>               <C>                <C>             <C>
401K Plan matching contributions           $       -         $   4,950          $ 3,466         $   2,870
Company profit sharing plans                  14,053             5,785            4,354             7,208
Deferred Compensation contribution            14,319                 -                -                 -
                                           --------------------------------------------------------------
                                           $  28,372         $  10,735          $ 7,820         $  10,078
</TABLE>

(4)  Mr. Allison has served as Secretary since October 1998.
(5)  Restricted share awards granted in 2000 vest in ten years, but can be
     accelerated to a three-year period based Company financial performance as
     defined.

Stock Options and SAR

The following table shows all grants of options to Messrs. Barham, Allison, and
Farrar in 2000:

                     Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                                                                                                   Potential Realizable Value
                                                                                                   at Assumed Annual Rates
                                                                                                   of Stock Price Appreciation
                                                 Individual Grants                                       for Option Term
                          -----------------------------------------------------------------        ----------------------------

                                                % of Total
                                              Options Granted   Exercise or
                              Options         to Employees in    Base Price      Expiration              5%            10%
Name                      Granted (#) (1)(2)   Fiscal Year        ($/Sh)            Date                ($)            ($)
----                      ------------------  ----------------   -----------     ----------             ---            ---
<S>                       <C>                 <C>                <C>             <C>                 <C>           <C>
O. R. Barham, Jr.              11,106               23.59%         $21.00          3/15/11           118,736.56    300,901.76
Edward V. Allison, Jr.          4,530                9.62%         $21.00          3/15/11            48,431.18    122,734.11
Jeffrey W. Farrar               4,560                9.68%         $21.00          3/15/11            48,751.91    123,546.92
</TABLE>

_______________________

(1)  Stock options vest in three equal installments beginning on the first
     anniversary of grant.
(2)  No options were exercised in 2000.

Employment Agreements

     Mr. Barham entered into an employment agreement with the Company
effective January 1, 2000. The agreement is general in nature and has few
conditions relative to current or ongoing employment conditions. Mr. Barham's
base compensation under this agreement is determined at the sole discretion of
the Board of Directors, but does include minimum thresholds for each year of the
agreement. The agreement provides that in the event the Company, acting either
through its stockholders or its Directors, approves a change in control event as
defined, Mr. Barham will be entitled to receive from the Company base
compensation and accrued benefits for a twenty-four month period, regardless of
consideration of future employment. In the event the Company terminates Mr.
Barham's employment without cause, or Mr. Barham terminates his employment for
good reason as defined, the Company will pay to Mr. Barham a lump sum within
thirty days of employment termination equal to base compensation for a period of
eighteen months from the date of termination.

     As incentive for Mr. Barham to remain in the employ of the Company and as
protection for the Company from Mr. Barham leaving the Company's employ, absent
a sale of the Company as defined, the agreement provides that if the officer
voluntarily leaves the employ of the Bank without there being any such change in
control of the Company, he may not be employed with or work in any office of any
company as an officer, director, employee or partner within a 50 mile radius of
any branch office of the Company without written consent of the Board of
Directors for a period of two years after Mr. Barham's employment. Failure to
comply will result in termination of all benefits remaining to be paid as part
of the agreement.

                                      -8-
<PAGE>

     Mr. Allison, as President of Virginia Heartland Bank, and Senior Vice
President and Secretary of the Company, entered into a five year agreement
effective October 1998. Mr. Allison receives an annual salary subject to annual
review and adjustment by the Board of Directors. If Mr. Allison's employment
contract is terminated without "cause," as defined in the contract, Virginia
Heartland Bank must pay his annual salary for a period not to exceed one year
following the termination. The employment contracts also contain a provision
that any successor to all or substantially all of the business and/or assets of
the Company expressly assume this employment contract. The contract provides
that if Mr. Allison voluntarily terminates the contract, he shall not directly
or indirectly become affiliated with another financial institution within the
Commonwealth of Virginia for a period of two years.

     The Company has entered into a "change in control agreement" with Mr.
Farrar. The agreement for Mr. Farrar provides certain payments and benefits in
the event of a termination of his employment by the Company without "cause," or
by Mr. Farrar for "good reason," during the period beginning on the occurrence
of a "change in control" (as defined) of the Company and ending on the second
anniversary of the change in control date. In such event, Mr. Farrar would be
entitled to receive the sum of his current annual base salary preceding the
change in control date for a period of eighteen months following termination,
and the continuation of health insurance, life insurance, and similar benefits
under the Company's welfare benefits plans for a period of eighteen months.

     During the term of the agreements following a change in control, Mr. Farrar
may voluntarily terminate his employment and become entitled to these payments
and benefits under certain circumstances. These circumstances include, but are
not limited to, a material adverse change in his position, authority, or
responsibilities, or a reduction in his rate of annual base salary, benefits
(including incentives, bonuses, stock compensation, and retirement and welfare
plan coverage), or other perquisites as in effect immediately prior to the
change in control date.

     William R. Southworth, a Class II director, serves as President and Chief
Executive Officer of Caroline Savings Bank pursuant to an employment and
consultation agreement, which provides for him receiving a salary of $85,000
through June 30, 2001 and an annual consulting fee of $50,000 for one year
thereafter.

Employee Benefit Plans

     The Company and its three banking subsidiaries, Second Bank & Trust and
Virginia Heartland Bank & Caroline Savings, maintain several tax qualified and
non-qualified employee benefit plans for employees of the three banks, which
benefit plans are described below. Caroline Savings Bank employees will join the
Company plans effective January 1, 2001.

     Company Plans

     The Company has a noncontributory pension plan which conforms to the
Employee Retirement Income Security Act of 1974 (ERISA). The amount of benefits
payable under the plan is determined by an employee's period of credited
service. The amount of normal retirement benefit will be determined based on a
Pension Equity Credit formula. The employee receives credits based on their age
and years of service. The plan provides for early retirement for participants
with five years of service and the attainment of age 55. A participant who
terminates employment with 2 or more years of service will be entitled to a
benefit. The benefits are payable in single or joint/survivor annuities as well
as a lump sum payment upon retirement or separation of service.

                                      -9-
<PAGE>

     The following table shows the estimated annual benefits payable upon
retirement based on specified remuneration and years of credited service
classifications, assuming continuation of the present plan and retirement on
January 1, 2000, at age 65 (normal retirement date):

             ESTIMATED ANNUAL PENSION BASED ON AVERAGE COMPENSATION

        AVERAGE       10 YEARS       15 YEARS      20 YEARS     25 YEARS
      COMPENSATION   OF SERVICE     OF SERVICE    OF SERVICE   OF SERVICE
      ------------   ----------     ----------    ----------   ----------

      $ 10,000        $  1,264      $  1,669       $  1,973      $  2,200
        25,000           3,160         4,173          4,933         5,500
        50,000           6,320         8,346          9,866        11,000
        75,000           9,480        12,520         14,799        16,500
       100,000          12,640        16,693         19,732        22,000
       125,000          15,800        20,866         24,665        27,500
       150,000          18,960        25,039         29,598        32,999
       175,000          22,120        29,212         34,531        38,499
       200,000          25,280        33,385         39,464        43,999

     The Corporation established a 401(k) Savings Plan for all affiliates
effective January 1, 2000. The plan's primary purpose is to allow employees to
save for retirement on a pre-tax basis. The plan provides for matching
contributions by the Corporation equal to 50% of the first 6% of salary
reduction contributions made by the employee. The plan also provides for
discretionary contributions to be made by the Corporation and allocated to
participant accounts in proportion to the participant's compensation. Caroline
Savings Bank employees will join this plan effective January 1, 2001.

     The Corporation has an Employee Stock Ownership Plan ("ESOP") under section
401(e) of the Internal Revenue Code. Funds contributed by the Corporation to the
plan are allocated to participants in the plan in the ratio which the
compensation of each participant bears to the total compensation of all the
participants. Effective January 1, 2000, the ESOP plan assets were frozen and no
future Corporation contributions are anticipated.

     The Corporation has an incentive stock option plan under which options may
be granted to key employees for purhase of the Corporation's stock. The plan has
reserved for issuance 100,000 shares of the common stock with a term of ten
years. The plan requires that options be granted at an exercise price equal to
100% of the fair market value of the common stock on the date of grant. Such
options vest over a three-year period. The options will expire in no more than
ten years after the date of grant. Restricted shares may also be granted from
time to time, and will generally have a restriction period of ten years with an
acceleration period if performance measures are met.

     The Corporation has a Non-Qualified Directors Deferred Compensation Plan
for Directors. This plan allows for the deferral of pre-tax income associated
with payment of director fees. Directors may elect to defer all or a portion of
their annual directors fees. Monthly board fees are contributed directly to a
trust with various investment options, and are held until such time the director
is entitled to receive a distribution.

     The Company has a non-qualified Executive Deferred Compensation Plan for
key employees. Pursuant to the plan, the President and any other employees of
the Corporation or its affiliates as selected by the Board of Directors may
defer receipt of a certain amount of pre-tax income and cash incentive
compensation, for a period of no less than three years or until retirement,
subject to termination of employment or certain other events, including an
imminent change in control. The Corporation may elect to make matching
contributions from time to time at the Board's discretion. The Corporation's
matching contribution for Mr. Barham is 5% of his base salary and as determined
from time to time by the Board for other executives.

                                      -10-
<PAGE>

Affiliate Bank Plans

     Second Bank & Trust has a profit sharing plan under which employees of the
Bank receive compensation directly related to the profitability of the Bank.
Compensation under the plan is calculated and approved by the Board of Directors
of the Bank.

     Virginia Heartland Bank has entered into supplemental retirement agreements
with the Bank's former Chairman and President which provide benefits payable
over fifteen years to begin at age sixty and sixty-five, respectively. The
agreement calls for Virginia Heartland Bank to pay each $45,000 for fifteen
years upon retirement.

     Caroline Savings Bank has a profit sharing plan covering all eligible
employees. Contributions are at the discretion of the Board of Directors. The
Bank also maintains a 401(k) plan, which covers substantially all employees.
Under the plan, employees may elect to defer a portion of their salary on a
pretax basis, and the Bank will match the contribution up to 3% of the
employee's salary. The Bank may make voluntary contributions to the Plan at any
time.

Interest of Management and Board in Certain Transactions

     As of December 31, 2000, borrowing from the Company by all policy-making
officers, directors, their immediate families, and affiliated companies in which
they are Stockholders amounted to approximately $6.71 million. This amount
represented 13.4% of the total equity capital and 1.5% of the total assets of
the Company as of December 31, 2000. These loans were made in the ordinary
course of the Company's business, on the same terms, including interest rates
and collateral, as those prevailing at the same time for comparable transactions
with others, and do not involve greater than normal risks of collectibility. The
Company expects to have similar banking transactions with directors, officers,
principal Stockholders and their associates in the future.

Compensation Committee Interlocks and Insider Participation

     None of the members of the respective Board's responsible for executive
compensation has served as an officer or employee of the Company or any of its
affiliates. No director may participate in incentive plans as described, or was
at any time within one year prior to his appointment eligible to participate in
incentive plans.

Report on Executive Compensation

     The Board of Directors of each respective subsidiary bank, in conjunction
with the Company's Executive Committee, has furnished the following report on
executive compensation.

     The Board of Directors has developed and implemented compensation policies
and plans which seek to enhance the profitability of the Company and maximize
stockholder value by aligning closely the financial interests of its senior
officers with those of its stockholders. The policies are designed to provide
competitive levels of compensation to attract and retain corporate officers and
key employees with outstanding abilities and to motivate them to perform to the
full extent of their abilities. The policies provide for both annual salaries
and participation in an incentive compensation plan with all other employees of
the Company.

     The Board of Directors approves base salaries at levels competitive with
amounts paid to senior executives with comparable qualifications, experience and
responsibilities after comparing salary ranges of similar sized banks as
provided by the VBA Salary Survey of Virginia Banks and other compensation
surveys. The annual and incentive compensation is also closely tied to the
Company's success in achieving significant financial performance goals.

                                      -11-
<PAGE>

     The Board of Directors approves the Chief Executive's annual salary based
on the compensation data from selected peer banks, their assessment of past
performance and its expectation as to future contributions in leading the
Company. In addition to the internal measures above, the Board of Directors also
reviews the financial performance of the Company in relation to peer group
averages and predetermined goals set by the Board of Directors. A subjective
approach is used in its evaluation of these factors and therefore does not rely
on a formula or weights of specific factors.

     Incentive compensation plan in the form of profit sharing plans, which are
available for all employees of the Company, stresses rewards for achievement of
financial goals set each year. This program rewards employees for producing
higher income, reducing costs and providing customers with excellent service.
The formula defines the incentive fund available for distribution for the year.
The incentive funds are allocated prorata to all employees based on their
salary.

Audit Committee Report

     The Audit Committee of the Board of Directors (the "Board"), which consists
entirely of directors who meet the independence requirements of Rule 4200(a)(15)
of the National Association of Securities Dealers' lisiting standards, has
furnished the following report:

     The Audit Committee (the "Committee") reviews the Company's financial
reporting process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the reporting process,
including the system of internal controls. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted accounting principles
and to issue a report thereon. The Committee monitors these processes.

     In this context, the Committee met and held discussions with management and
the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States, and the Committee
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The Committee also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

     In addition, the Committee discussed with the independent auditors the
auditors' independence from the Company and its management, and the independent
auditors provided to the Committee the written disclosures and letter required
by the Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees).

     The Committee also discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
met with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, the evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

     The following fees were paid to Yount, Hyde & Barbour, P.C., the Company's
Certified Public Accountants, for services provided for the fiscal year ended
December 31, 2000:

                  Audit Fees:       $74,175

                  All Other Fees:   $40,177

     Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board of Directors has approved,
that the audited financial statements be included in the

                                      -12-
<PAGE>

Company's Annual Report on Form 10-K for the year ended December 31, 2000, for
filing with the Securities and Exchange Commission.


                   Thomas F. Williams, Jr., Chairman; Audit
                   ----------------------------------------
                   Committee
                   ---------
                   Gregory L. Fisher
                   -----------------
                   Taylor E. Gore
                   --------------
                   E. Page Butler
                   --------------
                   Chuck K. Gyory
                   --------------
                   Thomas Y. Welsh
                   ---------------

                            STOCK PERFORMANCE GRAPH

     The following graph compares the Company's Stockholder return with the
return of certain indices for the period beginning January 1, 1996 and for the
following five years ending December 31, 2000. The Company's stock performance
is compared to the NASDAQ Stock Index and the Carson Medlin Independent Bank
Index.

                             VIRGINIA COMMONWEALTH
                             FINANCIAL CORPORATION
                          Five Year Performance Index


<TABLE>
<CAPTION>
                                                        1995   1996   1997   1998   1999   2000
                                                        ----   ----   ----   ----   ----   ----
<S>                                                     <C>    <C>    <C>    <C>    <C>    <C>
VIRGINIA COMMONWEALTH
FINANCIAL CORPORATION                                    100    109    187    195    148    145
INDEPENDENT BANK INDEX                                   100    128    193    204    185    191
NASDAQ INDEX                                             100    123    151    213    395    238
</TABLE>

                                      -13-
<PAGE>

     During the years 1995-1996, and for the first six months of 1997, shares of
Company Common Stock were not traded on any national or regional exchange, and
trading was generally as a result of private negotiation.  Accordingly, this
graph is not necessarily indicative of how the Company's stock would have
performed if it had traded on an exchange for the entire period.  On July 14,
1997, the Company's stock began trading on the Nasdaq Small Cap Market, and
currently trades under the trading symbol VCFC.  The Nasdaq is operated by The
Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the National Association
of Securities Dealers, Inc.

                                 PROPOSAL TWO
                   RATIFICATION OF SELECTION OF ACCOUNTANTS

     The Board of Directors has appointed Yount, Hyde & Barbour, P.C., as the
external auditors for the Company for the fiscal year ending December 31, 2001.
Yount, Hyde & Barbour, P.C. rendered audit services to the Company during 2000.
These services consisted primarily of the examination and audit of the financial
statements of the Company, tax reporting assistance, and other audit and
accounting matters.  Representatives of Yount, Hyde & Barbour, P.C. will have
the opportunity to make a statement and to answer questions at the Annual
Meeting if they desire to do so.  The Board of Directors recommends that the
Stockholders vote FOR the appointment of Yount, Hyde & Barbour, P.C.

                      2002 ANNUAL MEETING OF STOCKHOLDERS

     The Board of Directors need not include an otherwise appropriate
stockholder proposal in its proxy statement or form of proxy for that meeting
unless the proposal is received by the Company at its main office on or before
December 15, 2001.

ANNUAL REPORTS TO STOCKHOLDERS

     The Company's Annual Report for the year ended December 31, 2000, which
includes Form 10K filed with the Securities and Exchange Commission, and audited
financial statements of the Company prepared in conformity with generally
accepted accounting principles, are included herein.  A copy of the Annual
Report will be sent to any stockholder upon request.  Requests for additional
copies of the Annual Report should be directed to Jeffrey W. Farrar, CPA,
Executive Vice President & Chief Financial Officer, at 102 South Main Street, P.
O. Box 71, Culpeper, Virginia  22701.

                                 OTHER MATTERS

     Management knows of no other business to be brought before the Annual
Meeting.  Should any other business properly be presented for action at the
meeting, the shares represented by the enclosed proxy will be voted by the
persons named therein in accordance with their best judgment and in the best
interests of the Company.

                                      -14-
<PAGE>

                                  APPENDIX I
                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
                     Audit Committee of Board of Directors
                                    Charter

I.   PURPOSE

     The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:

     .   Serve as an independent and objective party to monitor the
          Corporation's financial reporting process and internal control system.
     .   Review and appraise the audit efforts of the Corporation's independent
          accountants and internal audit department.
     .   Provide an open avenue of communication among the independent
          accountants, financial and senior management, the internal audit
          department, and the Board of Directors.


     The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.


II.  COMPOSITION

     The Audit Committee shall consist of three or more Holding Company Board
members and a representative number of Bank Board members from each subsidiary
Bank, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgement as a member of the Committee. All
members of the Committee shall have a working familiarity with basic financial
and accounting practices. Committee members may enhance their familiarity with
finance and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.

     The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified.  Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

     The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee should meet annually with management, the general auditor and the
independent accountants in separate executive sessions to discuss any matters
that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee should meet with the independent

                                      -15-
<PAGE>

accountants and management quarterly to review the Corporations financials
consistent with IV.4 below. The Chair of the Committee may represent the entire
Committee for purposes of this review.

IV.  RESPONSIBILITIES AND DUTIES

     To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

1.   Review and update the Charter periodically, at least annually, as
     conditions dictate.

2.   Review the organization's annual financial statements and any other reports
     of other financial information submitted to any governmental body, or the
     public, including any certification, report, opinion, or review rendered by
     the independent accountants.

3.   Review the regular internal reports to management prepared by the internal
     auditing department and management's response.

4.   Review with financial management and the independent accountants the 10-Q.

Independent Accountants

5.   Recommend to the Board of Directors the selection of the independent
     accountants, considering independence and effectiveness and approve the
     fees and other compensation to be paid the independent accountants. On an
     annual basis, the Committee should review and discuss with the accountants
     all significant relationships the accountants have with the Corporation to
     determine the accountants' independence.

6.   Review the performance of the independent accountants and approve any
     proposed discharge of the independent accountants when circumstances
     warrant.

7.   Periodically consult with the independent accountants out of the presence
     of management about internal controls and the fullness and accuracy of the
     organization's financial statements.

Financial Reporting Process

8.   In conjunction with the independent accountants and the internal auditors,
     review the integrity of the organization's financial reporting process,
     both internal and external.

9.   Consider the independent accountants' judgements about the quality and
     appropriateness of the Corporation's accounting principles as applied in
     its financial reporting.

10.  Consider and approve, if appropriate, major changes to the Corporation's
     auditing and accounting principles and practices as suggested by
     independent accountants, management, or the internal audit department.

Process Improvement

11.  Establish regular and separate systems of reporting to the Audit Committee
     by each of management, the independent accountants and the internal
     auditors regarding any significant judgements made in management's
     preparation of the financial statements and the view of each as to
     appropriateness of such judgements.

12.  Following completion of the annual report, review separately with each of
     management, the independent accountants and the internal auditing
     department any significant difficulties encountered during the course of
     the audit, including any restrictions on the scope of work or access to
     required information.

13.  Review any significant disagreement among management and the independent
     accountants or the internal auditing department in connection with the
     preparation of the financial statements.

14.  Review with the independent accountants, the internal auditing department
     and management the extent to

                                      -16-
<PAGE>

     which changes or improvements in financial or accounting practices, as
     approved by the Audit Committee, have been implemented. (This review should
     be conducted at an appropriate time subsequent to implementation of changes
     or improvements, as decided by the Committee.)


Ethical and Legal Compliance

15.  Establish, review and update periodically a Code of Ethical Conduct and
     ensure that management has established a system to enforce this Code.

16.  Review management's monitoring of the Corporation's compliance with the
     organization's Ethical Code, and ensure that management has the proper
     review system in place to ensure that Corporation's financial statements,
     reports and other financial information disseminated to governmental
     organizations, and the public satisfy legal requirements.

17.  Review activities, organizational structure, and qualifications of the
     internal audit department.

18.  Review, with organization's counsel, legal compliance matters including
     corporate securities trading policies.

19.  Review, with organization's counsel, any legal matter that could have a
     significant impact on the organization's financial statements.

20.  Perform any other activities consistent with this Charter, the
     Corporation's Bylaws and governing law, as the Committee of the Board deems
     necessary or appropriate.

                                      -17-
<PAGE>

[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

                                REVOCABLE PROXY
                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION

                        ANNUAL MEETING OF STOCKHOLDERS
                                 May 16, 2001


     The undersigned Stockholder(s) of Virginia Commonwealth Financial
Corporation (the "Holding Company) hereby appoints E. Page Butler, Marshall D.
Gayheart, Jr. and Thomas F. Williams, Jr., with full power to act alone and full
power of substitution each, as proxies of the undersigned with authority to vote
in the name and on behalf of the undersigned at the Annual Meeting of
Stockholders of the Holding Company to be held at the Lake of the Woods
Clubhouse, Locust Grove, Virginia, on Wednesday, May 16, 2001 at 3:00 p.m., or
at any adjournment thereof, on the following matters:



   Please be sure to sign and date              ---------------------
     this Proxy in the box below.               |  Date             |
---------------------------------------------------------------------
|                                                                   |
|                                                                   |
|    Stockholder sign above           Co-holder (if any) sign above |
---------------------------------------------------------------------


                                                                With-    For All
                                                          For   hold     Except
1. To elect three (3) directors to serve until the 2004   [ ]   [ ]      [ ]
   Annual Meeting of Stockholders, or until
   their successors are elected and qualified.


   (CUMULATIVE VOTING IS NOT PERMITTED)

   Taylor E. Gore
   Christopher M. Hallberg
   W. Robert Jebson, Jr.


  INSTRUCTION:  To withhold authority to vote for any individual nominee, mark
  "For All Except" and write that nominee's name in the space provided below.

  ------------------------------------------------------------------------------
                                              For    Against    Abstain
2. To ratify the appointment of Yount,        [ ]      [ ]        [ ]
   Hyde & Barbour, P.C. as external
   auditors for the fiscal year ending
   December 31, 2001.

3. To transact such other business as may properly come before the meeting.

When properly signed, proxy will be voted in the manner directed by the
undersigned.  If no direction is given, this proxy will be voted FOR items (1)
and (2).

PLEASE CHECK BOX IF YOU PLAN TO ATTEND
THE MEETING.                   [ ]
<PAGE>

   Detach above card, sign, date and mail in postage-paid envelope provided.

                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION

By signing this proxy, the above signed acknowledges that he or she has received
the Holding Company's Proxy Statement dated March 1, 2001. NOTE: Joint owners
should each sign. When signing as attorney, executor, administrator or
guardian, please give full title as such. If signer is a corporation, please
sign with the full corporate name by duly authorized officer.

                              PLEASE ACT PROMPTLY
                   SIGN, DATE AND MAIL YOUR PROXY CARD TODAY