Mr. Stephen A. Finn
Chief Executive Officer
Trust Company of America
7103 South Revere Parkway
Englewood, Colorado 80112

Subject: Trust Company of America
Englewood, Colorado
Notice of Acquisition of Control

Dear Mr. Finn:

We have reviewed and evaluated the Notice of Acquisition of Control ("Notice") received in the FDIC's Dallas Regional Office on May 28, 1999. The proposed transaction would result in TCA Financial Corporation, Englewood, Colorado, purchasing 100 percent of Trust Company of America, Englewood, Colorado. We are issuing this letter to convey our intent not to disapprove this proposed acquisition of 100 percent of Trust Company of America, based on review of the information provided and consideration of the views of the Colorado Department of Banking. The proposed transaction may proceed immediately.

Our intent not to disapprove is based on specific information contained in the Notice and related information provided in support of the Notice. An acquisition which is inconsistent with such information may be viewed as a violation of the Change in Control Act of 1978 (12 U.S.C. 1817(j)) and may be subject to civil money penalties or criminal prosecution. Any changes to the information provided in the Notice, such as the number of shares to be acquired or the terms or conditions of the proposal, may alter the FDIC's findings on the proposed acquisition. Therefore, any such changes must be reported to the Dallas Regional Office in writing and acknowledged by that office in writing prior to consummation of the acquisition. Depending on the circumstances, additional information or reconsideration may be necessary.

This non-objection expires one year from the date of this letter unless extended in writing by the FDIC prior to that time. Please advise Regional Director Keith W. Seibold, Federal Deposit Insurance Corporation, 1601 Bryan Street, Suite 1900, Dallas, Texas 75201 in writing when the transaction has been consummated.

Sincerely,

Michael J. Zamorski
Deputy Director