Millennium Bankshares Corporation to Acquire Albemarle First Bank

Millennium Bankshares Corporation (NASDAQ:MBVA) and
Albemarle First Bank (NASDAQ:AFBK) announced today a definitive
agreement wherein Albemarle First Bank will be combined with
Millennium Bankshares in a transaction valued at approximately $29
million.
   Albemarle First Bank has three branches in the Charlottesville MSA
with $125 million in total assets as of March 31, 2005. Millennium
Bankshares has seven branches with total assets of $425 million as of
March 31, 2005. Upon consummation of the acquisition, the combined
organization expects to have over $550 million in total assets.
   Carroll C. Markley, Chairman, President, and CEO of Millennium
Bankshares, stated "Entering the Charlottesville market area through
this partnership will result in a community bank franchise that serves
three of Virginia's most dynamic markets. Millennium Bankshares will
serve the Reston/Washington DC, Richmond, and Charlottesville
communities with ten existing and three planned full service branches.
We will also evaluate future branch expansion opportunities in the
Charlottesville market area to ensure that Albemarle First Bank
provides quality service to our customers in this growing community."
   Tom Boyd, President and CEO of Albemarle First Bank, stated "We
are very excited to have a partner in Millennium Bankshares, a fine
Virginia bank holding company that really believes in the traditional
community banking concept. As part of a two-bank holding company,
Albemarle First Bank will have some exciting new savings and consumer
products to offer customers. Additionally, with a larger capital base,
we will have a much higher lending limit to any one borrower and we
will be able to service the credit needs of more of our customers.
Additional capital will also allow us to expand in our community with
more branches", Boyd said. He continues, "Albemarle First will retain
its name and local charter and continue to serve Charlottesville,
Albemarle County, Greene County and the surrounding areas. Customers
will be working with nearly all of the same people they have come to
know at our Albemarle First branches."
   Mr. Markley continued "Bringing Albemarle First Bank into our
holding company is a significant first step in the execution of our
recently adopted strategic plan to better serve Virginia's growing
communities. We believe that the Charlottesville community and
Albemarle First Bank's customers and employees will benefit from our
plans to invest in the expansion of the bank and our presence in the
Charlottesville area. We are delighted that Tom Boyd will continue in
his current role as President and CEO of Albemarle First Bank and that
he and his local board of directors will continue to lead our efforts
in this growing community. Charlottesville is an important part of our
plans to deliver quality customer service to the businesses and
consumers in Virginia".
   Under the terms of the definitive agreement, shareholders of
Albemarle First Bank will receive, for each share of Albemarle First
Bank common stock they own, a number of shares of Millennium
Bankshares common stock with an aggregate market value equal to $15.82
per share or $15.82 in cash, subject to the limitation that no more
than 50% of the total consideration will be in the form of cash.
Shareholders of Albemarle First Bank may elect to receive Millennium
Bankshares common stock, cash, or a combination of common stock and
cash for their shares of Albemarle First Bank common stock, subject to
pro ration in the event the aggregate cash elections exceed the 50%
maximum.
   The actual number of shares of Millennium Bankshares common stock
to be issued in the transaction for each share of Albemarle First Bank
will be determined based upon the average closing prices of Millennium
Bankshares over a period of time preceding the closing of the
transaction and, subject to certain exceptions described in the
definitive agreement, will not exceed 2.2600 or be less than 1.8833
shares of Millennium Bankshares common stock for each share of
Albemarle common stock. The $29 million transaction value includes the
assumption by Millennium Bankshares of all outstanding Albemarle First
Bank stock options and assumes that all warrants to acquire Albemarle
First Bank common stock that are currently outstanding will be
exercised prior to the closing of the transaction.
   The merger is expected to close in the fourth quarter of 2005. The
combination is expected to be non-dilutive to Millennium earnings per
share in 2005 and accretive in 2006. The acquisition has been approved
by the boards of directors of both companies and is subject to the
approval of both companies' shareholders as well as customary
regulatory approvals.
   FTN Midwest Securities served as financial advisor and Lewis, Rice
& Fingersh, LC served as legal advisor to Millennium Bankshares
Corporation. Anderson & Strudwick, Inc. acted as financial advisor and
Troutman Sanders LLP acted as legal advisor to Albemarle First Bank.

   Information about Millennium Bankshares and Albemarle First Bank

   In connection with the proposed acquisition of Albemarle First
Bank by Millennium Bankshares, Millennium Bankshares will file with
the Securities and Exchange Commission a registration statement on
Form S-4 to register the shares of Millennium Bankshares' common stock
to be issued to the shareholders of Albemarle First Bank. The
registration statement will include a joint proxy statement/prospectus
which will be sent to the shareholders of Albemarle First Bank seeking
their approval of the proposed transaction and to the shareholders of
Millennium Bankshares seeking their approval of an amendment to
Millennium Bankshares' articles of incorporation to increase the
number of its authorized shares of common stock and approving the
issuance of shares of Millennium Bankshares to the shareholders of
Albemarle First Bank as required by the rules and regulations of the
Nasdaq SmallCap Market.
   WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MILLENNIUM BANKSHARES
CORPORATION, ALBEMARLE FIRST BANK AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Free copies of the joint
proxy statement/prospectus also may be obtained by directing a request
by telephone or mail to Millennium Bankshares Corporation, 1601
Washington Plaza, Reston, Virginia 20190, Attention: Investor
Relations (telephone number [phone]) or Albemarle First Bank
P.O. Box 7704, Charlottesville Virginia 22906, Attention: Thomas M.
Boyd, Jr. (telephone number [phone])
   The directors, executive officers, and certain other members of
management of Millennium Bankshares and Albemarle First Bank may be
soliciting proxies in favor of the transaction from the companies'
respective shareholders. For information about Millennium Bankshares'
directors, executive officers and members of management, shareholders
are asked to refer to the most recent proxy statement issued by
Millennium Bankshares, which is available on its web site and at the
address provided in the preceding paragraph.

   Forward-Looking Statements

   This news release contains comments and information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) regarding, among
other things, the anticipated closing date of the transaction, the
expected pro forma effect of the transaction on the earnings per share
of Millennium Bankshares, and plans and objectives of Millennium
Bankshares' management for future operations of the combined
organization following consummation of the transaction. These
forward-looking statements are based on current expectations that
involve a number of risks and uncertainties. Actual results may differ
materially from the results expressed in these forward-looking
statements. Factors that might cause such a difference include: the
ability of the companies to obtain the required shareholder or
regulatory approvals for the transaction; the ability of the companies
to consummate the transaction; the ability to successfully integrate
the companies following the transaction; a material adverse change in
the financial condition, results of operations or prospects of either
company; the ability to fully realize the expected cost savings and
revenues or the ability to realize them on a timely basis; the risk of
borrower, depositor and other customer attrition after the transaction
is completed; a change in general business and economic conditions;
changes in the interest rate environment, deposit flows, loan demand,
real estate values, and competition; changes in accounting principles,
policies or guidelines; changes in legislation and regulation; other
economic, competitive, governmental, regulatory, geopolitical, and
technological factors affecting the companies' operations, pricing,
and services; and other risk factors referred to from time to time in
filings made by Millennium Bankshares with the Securities and Exchange
Commission. Millennium Bankshares and Albemarle First Bank undertake
no obligation to update or clarify these forward-looking statements,
whether as a result of new information, future events or otherwise.