##### Table of Contents





U. S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D. C. 20549





FORM 10-Q





QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

Commission File No. 0-28780





CARDINAL
BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Virginia                 |  | 54-1804471                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

101 Jacksonville Circle, P. O. Box 215, Floyd, Virginia 24091

(Address of principal executive offices)

(540) 745-4191

(Registrants telephone number)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x.    No   ̈.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈.    No   ̈.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈.    No  x.





The number of shares outstanding of the issuers Common Stock, $10 par value as of May 12, 2010 was 1,535,733.









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##### Table of Contents

CARDINAL BANKSHARES CORPORATION

FORM 10-Q

March 31, 2010

INDEX



|               |  |                                                                                                      |  |     
|-------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|               |  |                                                                                                      |  | Page
|               |  |                                                                                                     
|Part I.        |  | Financial Information                                                                                |  |     
|               |  |                                                                                                     
|Item 1.        |  | Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
(Audited)         |  | 3   
|               |  |                                                                                                     
|               |  | Consolidated Statements of Income for the three months ended March 31, 2010 and 2009
(Unaudited)     |  | 4   
|               |  |                                                                                                     
|               |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (Unaudited) |  | 5   
|               |  |                                                                                                     
|               |  | Notes to Consolidated Statements (Unaudited)                                                         |  | 6   
|               |  |                                                                                                     
|Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                |  | 14  
|               |  |                                                                                                     
|Item 3.        |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 18  
|               |  |                                                                                                     
|Item 4T.       |  | Controls and Procedures                                                                              |  | 18  
|               |  |                                                                                                     
|Part II.       |  | Other Information                                                                                    |  |     
|               |  |                                                                                                     
|Item 1.        |  | Legal Proceedings                                                                                    |  | 19  
|               |  |                                                                                                     
|Item 1A.       |  | Risk Factors                                                                                         |  | 19  
|               |  |                                                                                                     
|Item 2.        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                          |  | 19  
|               |  |                                                                                                     
|Item 3.        |  | Defaults Upon Senior Securities                                                                      |  | 19  
|               |  |                                                                                                     
|Item 4.        |  | Removed and Reserved                                                                                 |  | 19  
|               |  |                                                                                                     
|Item 5.        |  | Other Information                                                                                    |  | 19  
|               |  |                                                                                                     
|Item 6.        |  | Exhibits                                                                                             |  | 19  
|               | 
|SIGNATURES     |  | 20                                                                                                  
|               | 
|CERTIFICATIONS |  | 21                                                                                                  



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##### Table of Contents

Cardinal Bankshares Corporation and Subsidiary

Consolidated Balance Sheets



|                                                                                                       |  |                          |         |   |                           |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------- | - | ------------------------- | - | ------- | -
|(In thousands, except share data)                                                                      |  | (UnAudited)March 31,2010 |         |   | (Audited)December 31,2009 |  
|Assets                                                                                                 |  |                          |         |   |                           |   |         |  
|Cash and due from banks                                                                                |  | $                        | 3,369   |   |                           | $ | 3,498   |  
|Interest-bearing deposits                                                                              |  |                          | 1,384   |   |                           |   | 184     |  
|Federal funds sold                                                                                     |  |                          | 23,250  |   |                           |   | 22,175  |  
|Investment securities available for sale, at fair value                                                |  |                          | 37,860  |   |                           |   | 36,684  |  
|Investment securities held to maturity (fair value March 31, 2010 $14,417 - December 31, 2009 $16,069) |  |                          | 14,289  |   |                           |   | 15,864  |  
|Restricted equity securities                                                                           |  |                          | 575     |   |                           |   | 575     |  
|                                                                                                       |  |                         
|Total loans                                                                                            |  |                          | 150,684 |   |                           |   | 150,081 |  
|Allowance for loan losses                                                                              |  |                          | (3,029  | ) |                           |   | (2,670  | )
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Net loans                                                                                              |  |                          | 147,655 |   |                           |   | 147,411 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|                                                                                                       |  |                         
|Bank premises and equipment, net                                                                       |  |                          | 3,735   |   |                           |   | 3,792   |  
|Accrued interest receivable                                                                            |  |                          | 1,039   |   |                           |   | 1,031   |  
|Foreclosed assets                                                                                      |  |                          | 259     |   |                           |   | 261     |  
|Bank owned life insurance                                                                              |  |                          | 5,153   |   |                           |   | 5,115   |  
|Other assets                                                                                           |  |                          | 2,647   |   |                           |   | 2,820   |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Total assets                                                                                           |  | $                        | 241,215 |   |                           | $ | 239,410 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|                                                                                                       |  |                         
|Liabilities and Stockholders Equity                                                                   |  |                          |         |   |                           |   |         |  
|Noninterest-bearing deposits                                                                           |  | $                        | 29,215  |   |                           | $ | 27,294  |  
|Interest-bearing deposits                                                                              |  |                          | 180,415 |   |                           |   | 180,907 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Total deposits                                                                                         |  |                          | 209,630 |   |                           |   | 208,201 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Accrued interest payable                                                                               |  |                          | 166     |   |                           |   | 143     |  
|Other liabilities                                                                                      |  |                          | 191     |   |                           |   | 358     |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Total liabilities                                                                                      |  |                          | 209,987 |   |                           |   | 208,702 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Commitments and contingent liabilities                                                                 |  |                          |        |   |                           |   |        |  
|                                                                                                       |  |                         
|Stockholders Equity                                                                                   |  |                          |         |   |                           |   |         |  
|Common stock, $10 par value, 5,000,000 shares authorized, 1,535,733 shares issued and outstanding      |  |                          | 15,357  |   |                           |   | 15,357  |  
|Additional paid-in capital                                                                             |  |                          | 2,925   |   |                           |   | 2,925   |  
|Retained earnings                                                                                      |  |                          | 13,003  |   |                           |   | 12,716  |  
|Accumulated other comprehensive loss, net                                                              |  |                          | (57     | ) |                           |   | (290    | )
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Total stockholders equity                                                                             |  |                          | 31,228  |   |                           |   | 30,708  |  
|                                                                                                       |  |                          |         |   |                           |   |         |  
|Total liabilities and stockholders equity                                                             |  | $                        | 241,215 |   |                           | $ | 239,410 |  
|                                                                                                       |  |                          |         |   |                           |   |         |  

See Notes to Consolidated Financial Statements.



3



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##### Table of Contents

Cardinal Bankshares Corporation and Subsidiary

Consolidated Statements of Income (Unaudited)



|                                                                       |  |                             |           |      |   |           |  
|---------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | --------- | -
|                                                                       |  | Three months endedMarch 31, |          
|(In thousands, except share data)                                      |  | 2010                        |           | 2009 |  
|Interest income                                                        |  |                             |           |      |   |           |  
|Loans and fees on loans                                                |  | $                           | 2,168     |      | $ | 2,144     |  
|Federal funds sold and securities purchased under agreements to resell |  |                             | 11        |      |   | 10        |  
|Investment securities:                                                 |  |                             |           |      |   |           |  
|Taxable                                                                |  |                             | 359       |      |   | 344       |  
|Exempt from federal income tax                                         |  |                             | 185       |      |   | 200       |  
|Deposits with banks                                                    |  |                             |          |      |   | 1         |  
|                                                                       |  |                             |           |      |   |           |  
|Total interest income                                                  |  |                             | 2,723     |      |   | 2,699     |  
|                                                                       |  |                             |           |      |   |           |  
|Interest expense                                                       |  |                             |           |      |   |           |  
|Deposits                                                               |  |                             | 1,133     |      |   | 1,298     |  
|                                                                       |  |                             |           |      |   |           |  
|Total interest expense                                                 |  |                             | 1,133     |      |   | 1,298     |  
|                                                                       |  |                             |           |      |   |           |  
|Net interest income                                                    |  |                             | 1,590     |      |   | 1,401     |  
|Provision for loan losses                                              |  |                             | 380       |      |   | 40        |  
|                                                                       |  |                             |           |      |   |           |  
|Net interest income after provision for loan losses                    |  |                             | 1,210     |      |   | 1,361     |  
|                                                                       |  |                             |           |      |   |           |  
|Noninterest income                                                     |  |                             |           |      |   |           |  
|Service charges on deposit accounts                                    |  |                             | 48        |      |   | 43        |  
|Other service charges and fees                                         |  |                             | 24        |      |   | 26        |  
|Sale of credit card portfolio                                          |  |                             | 268       |      |   |          |  
|Net Realized gains on sales of securities                              |  |                             | 4         |      |   |          |  
|Other operating income                                                 |  |                             | 65        |      |   | 66        |  
|                                                                       |  |                             |           |      |   |           |  
|Total noninterest income                                               |  |                             | 409       |      |   | 135       |  
|                                                                       |  |                             |           |      |   |           |  
|Noninterest expense                                                    |  |                             |           |      |   |           |  
|Salaries and employee benefits                                         |  |                             | 730       |      |   | 833       |  
|Occupancy and equipment                                                |  |                             | 169       |      |   | 147       |  
|Foreclosed Assets, Net                                                 |  |                             | 2         |      |   | 3         |  
|Other operating expense                                                |  |                             | 417       |      |   | 413       |  
|                                                                       |  |                             |           |      |   |           |  
|Total noninterest expense                                              |  |                             | 1,318     |      |   | 1,396     |  
|                                                                       |  |                             |           |      |   |           |  
|Income before income taxes                                             |  |                             | 301       |      |   | 100       |  
|Income tax expense (benefit)                                           |  |                             | 14        |      |   | (60       | )
|                                                                       |  |                             |           |      |   |           |  
|Net Income                                                             |  | $                           | 287       |      | $ | 160       |  
|                                                                       |  |                             |           |      |   |           |  
|                                                                       |  |                            
|Basic earnings per share                                               |  | $                           | 0.19      |      | $ | 0.10      |  
|                                                                       |  |                             |           |      |   |           |  
|Diluted earnings per share                                             |  | $                           | 0.19      |      | $ | 0.10      |  
|                                                                       |  |                             |           |      |   |           |  
|Dividends declared per share                                           |  | $                           |          |      | $ |          |  
|                                                                       |  |                             |           |      |   |           |  
|Weighted average basic shares outstanding                              |  |                             | 1,535,733 |      |   | 1,535,733 |  
|                                                                       |  |                             |           |      |   |           |  
|Weighted average diluted shares outstanding                            |  |                             | 1,535,733 |      |   | 1,535,733 |  
|                                                                       |  |                             |           |      |   |           |  

See Notes to Consolidated Financial Statements.



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Cardinal Bankshares Corporation and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)



|                                                                        |  |      |        |   |      |   |         |  
|----------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | -
|(In thousands) Year Ended March 31,                                     |  | 2010 |        |   | 2009 |  
|Cash flows from operating activities                                    |  |      |        |   |      |   |         |  
|Net income                                                              |  | $    | 287    |   |      | $ | 160     |  
|Adjustments to reconcile net income to net cash provided by operations: |  |      |        |   |      |   |         |  
|Depreciation and amortization                                           |  |      | 56     |   |      |   | 76      |  
|Accretion of discounts on securities, net of amortization of premiums   |  |      | 56     |   |      |   | 1       |  
|Provision for loan losses                                               |  |      | 380    |   |      |   | 40      |  
|Deferred income taxes                                                   |  |      | (519   | ) |      |   |        |  
|Net realized gains on securities                                        |  |      | (4     | ) |      |   |        |  
|Deferred compensation and pension expense (benefit)                     |  |      |       |   |      |   | 74      |  
|Changes in operating assets and liabilities:                            |  |      |        |   |      |   |         |  
|Accrued income                                                          |  |      | (8     | ) |      |   | 22      |  
|Other Assets                                                            |  |      | 534    |   |      |   | (835    | )
|Accrued interest payable                                                |  |      | 23     |   |      |   | 82      |  
|Other liabilities                                                       |  |      | (167   | ) |      |   | 48      |  
|                                                                        |  |      |        |   |      |   |         |  
|Net cash provided by (used) operating activities                        |  |      | 638    |   |      |   | (332    | )
|                                                                        |  |      |        |   |      |   |         |  
|Cash flows from investing activities                                    |  |      |        |   |      |   |         |  
|Net increase in interest-bearing deposits in banks                      |  |      | (1,200 | ) |      |   | (381    | )
|Net increase in federal funds sold                                      |  |      | (1,075 | ) |      |   | (15,075 | )
|Purchase of investment securities:                                      |  |      |        |   |      |   |         |  
|Available for Sale                                                      |  |      | (2,871 | ) |      |   | (2,653  | )
|Held to Maturity                                                        |  |      | (326   | ) |      |   | (599    | )
|Purchase of restricted equity securities                                |  |      |       |   |      |   | (20     | )
|Proceeds from maturity and redemption of investment securities:         |  |      |        |   |      |   |         |  
|Available for Sale                                                      |  |      | 1,994  |   |      |   | 2,685   |  
|Held to Maturity                                                        |  |      | 1,903  |   |      |   | 457     |  
|Net (increase) decrease in loans                                        |  |      | (624   | ) |      |   | 3,687   |  
|Net (purchases) dispositions of bank premises and equipment             |  |      | 1      |   |      |   | (31     | )
|Proceeds from sale of foreclosed assets                                 |  |      | 2      |   |      |   |        |  
|                                                                        |  |      |        |   |      |   |         |  
|Net cash (used) provided by investing activities                        |  |      | (2,196 | ) |      |   | (11,930 | )
|                                                                        |  |      |        |   |      |   |         |  
|Cash flows from financing activities                                    |  |      |        |   |      |   |         |  
|Net increase in noninterest-bearing deposits                            |  |      | 1,921  |   |      |   | 626     |  
|Net increase (decrease) in interest-bearing deposits                    |  |      | (492   | ) |      |   | 11,398  |  
|                                                                        |  |      |        |   |      |   |         |  
|Net cash provided by financing activities                               |  |      | 1,429  |   |      |   | 12,024  |  
|                                                                        |  |      |        |   |      |   |         |  
|Net decrease in cash and cash equivalents                               |  |      | (129   | ) |      |   | (238    | )
|Cash and cash equivalents, beginning                                    |  |      | 3,498  |   |      |   | 3,299   |  
|                                                                        |  |      |        |   |      |   |         |  
|Cash and cash equivalents, ending                                       |  | $    | 3,369  |   |      | $ | 3,061   |  
|                                                                        |  |      |        |   |      |   |         |  
|                                                                        |  |     
|Supplemental disclosures of cash flow information                       |  |      |        |   |      |   |         |  
|Interest paid                                                           |  | $    | 1,110  |   |      | $ | 1,216   |  
|Income taxes paid                                                       |  | $    | 174    |   |      | $ | 4       |  
|                                                                        |  |      |        |   |      |   |         |  
|Supplemental disclosures of noncash activities                          |  |      |        |   |      |   |         |  
|Other real estate acquired in settlement of loans                       |  | $    |       |   |      | $ | 123     |  
|                                                                        |  |      |        |   |      |   |         |  

See Notes to Consolidated Financial Statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Basis of Presentation

The
accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the disclosures and notes required by generally accepted accounting principles. In the
opinion of management, all material adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been made. The results for the interim period are not necessarily indicative of the results to be expected for
the entire year or any other interim period. The information reported herein should be read in conjunction with the Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2009. Certain previously reported amounts have been reclassified to conform to current presentations.

Principles of
Consolidation

The consolidated financial statements of the Company include the accounts of the Company, the Bank and FBC, Inc. All
material intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

For purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance
sheet caption cash and due from banks.

Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the
financial statements were issued.

Note 2. Allowance for Loan Losses

Changes in the allowance for loan losses are as follows:



|                                             |  |      |       |   |      |   |       |  
|-------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|Three months ended March 31, (In thousands)  |  | 2010 |       |   | 2009 |  
|                                             |  |     
|Balance, at January 1                        |  | $    | 2,670 |   |      | $ | 1,659 |  
|Provision charged to expense                 |  |      | 380   |   |      |   | 40    |  
|Recoveries of amounts previously charged off |  |      | 2     |   |      |   | 2     |  
|Loans charged off                            |  |      | (23   | ) |      |   | (83   | )
|                                             |  |      |       |   |      |   |       |  
|Balance, at March 31,                        |  | $    | 3,029 |   |      | $ | 1,618 |  
|                                             |  |      |       |   |      |   |       |  

Note 3. Commitments and Contingencies

The Companys exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit and standby letters of
credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance sheet instruments. A summary of the Companys commitments at
March 31 for the years indicated follows:



|                             |  |      |        |      |   |       
|---------------------------- |  | ---- | ------ | ---- | - | ------
|(In thousands)               |  | 2010 |        | 2009
|                             |  |     
|Commitments to extend credit |  | $    | 16,224 |      | $ | 16,410
|Standby letters of credit    |  |      | 858    |      |   | 924   
|                             |  |      |        |      |   |       
|Total                        |  | $    | 17,082 |      | $ | 17,334
|                             |  |      |        |      |   |       



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 4. Employee Benefit Plan

The Bank has a qualified noncontributory, defined benefit pension plan, which covers substantially all of its employees. Effective October 1, 2009
the Bank terminated its single employer plan with the Virginia Bankers Association (VBA). In conjunction with this transaction, the Bank adopted the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra), a multiemployer plan. All plan
assets and liabilities were transferred from the VBA plan to the Pentegra Plan. GAAP states the determining factor for recording pension expense or a liability for employers participating in a multiemployer plan is the amount of the contribution
required for the period. The benefits are primarily based on years of service and earnings. The following is a summary of the components of the net periodic benefit cost.



|                                             |  |      |         |  
|-------------------------------------------- |  | ---- | ------- | -
|Three months ended March 31, (In thousands)  |  | 2009 |        
|                                             | 
|Service cost                                 |  | $    | 45,145  |  
|Interest cost                                |  |      | 52,772  |  
|Expected return on plan assets               |  |      | (37,197 | )
|Amortization of net obligation at transition |  |      | (757    | )
|Amortization of prior service cost           |  |      | 1,495   |  
|Recognized net actuarial loss                |  |      | 11,250  |  
|                                             |  |      |         |  
|Net periodic benefit cost                    |  | $    | 72,708  |  
|                                             |  |      |         |  

As of March 31, 2010, the required employer contribution for the year of $127,452 has been made. $127,452 is included
in expense for the quarter ended March 31, 2010.

Note 5. Fair Value

The estimated fair values of the Companys financial instruments are as follows:



|                                                          |  |                |         |                   |   |                |  |           |         |  |   |        
|--------------------------------------------------------- |  | -------------- | ------- | ----------------- | - | -------------- |  | --------- | ------- |  | - | -------
|                                                          |  | March 31, 2010 |         | December 31, 2009
|(In thousands)                                            |  | CarryingAmount |         | FairValue         |   | CarryingAmount |  | FairValue
|                                                          |  |                |         |                  
|Financial assets                                          |  |                |         |                   |   |                |  |           |         |  |   |        
|Cash and due from banks                                   |  | $              | 3,369   |                   | $ | 3,369          |  | $         | 3,498   |  | $ | 3,498  
|Interest-bearing deposits with banks                      |  |                | 1,384   |                   |   | 1,384          |  |           | 184     |  |   | 184    
|Federal funds sold                                        |  |                | 23,250  |                   |   | 23,250         |  |           | 22,175  |  |   | 22,175 
|Securities, available for sale                            |  |                | 37,860  |                   |   | 37,860         |  |           | 36,684  |  |   | 36,684 
|Securities, held to maturity                              |  |                | 14,289  |                   |   | 14,417         |  |           | 15,864  |  |   | 16,069 
|Restricted equity securities                              |  |                | 575     |                   |   | 575            |  |           | 575     |  |   | 575    
|Total loans                                               |  |                | 150,684 |                   |   | 153,255        |  |           | 150,081 |  |   | 150,647
|Accrued interest receivable                               |  |                | 1,039   |                   |   | 1,039          |  |           | 1,031   |  |   | 1,031  
|                                                          |  |                |         |                  
|Financial liabilities                                     |  |                |         |                   |   |                |  |           |         |  |   |        
|Deposits                                                  |  |                | 209,630 |                   |   | 212,305        |  |           | 208,201 |  |   | 210,364
|Accrued interest payable                                  |  |                | 166     |                   |   | 166            |  |           | 143     |  |   | 143    
|Off-balance sheet assets (liabilities)                    |  |                |         |                   |   |                |  |           |         |  |   |        
|Commitments to extend credit and standby letter of credit |  |                |        |                   |   |               |  |           |        |  |   |       



7



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 5. Fair Value, continued



Generally accepted accounting principles (GAAP) provides a framework for measuring and
disclosing fair value of assets and liabilities recognized in the balance sheet, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value measurements to record fair
value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other
assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of
individual assets.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the
reliability of the assumptions used to determine the fair value. These levels are:



|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | - |  | Valuation is based upon quoted prices for identical instruments traded in active markets.                                                                                                                                                                                                                                                                                             
|        |  |  
|Level 2 |  | - |  | Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based
valuation techniques for which all significant assumptions are observable in the market.                                                                                                          
|        |  |  
|Level 3 |  | - |  | Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of
assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value:

Investment Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if
available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securitys credit rating,
prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active
over-the-counter markets and money market funds. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed
securities in less liquid markets.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 5. Fair Value, continued



Loans

The Company does not record loans at fair value on a recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan
loss is established. Loans for which it is probable that payment of interest and principle will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management
measures impairment. The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not
requiring a specific allowance represents loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. Impaired loans where an allowance is established based on the fair value of collateral
require classification in the fair value hierarchy. When the fair value of the collateral is based on an observerable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not
available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Foreclosed Assets

Foreclosed
assets are adjusted for fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised value of the
collateral or managements estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2.
When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset at nonrecurring Level
3.

Assets and Liabilities Recorded as Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis.



|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|---------------------------------------- |  | ----- | ------ | ------- | - | ------- |  | ------- | ------ |  | - | -
|(In Thousands)
March 31, 2010            |  | Total |        | Level 1 |   | Level 2 |  | Level 3
|                                         |  |       |        |        
|Government sponsored enterprises         |  | $     | 6,710  |         | $ |        |  | $       | 6,710  |  | $ | 
|State and municipal securities           |  |       | 3,711  |         |   | 991     |  |         | 2,720  |  |   | 
|Mortgage-backed securities               |  |       | 23,663 |         |   |        |  |         | 23,663 |  |   | 
|Other securities                         |  |       | 3,776  |         |   |        |  |         | 3,776  |  |   | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|                                         |  |       |        |        
|Investment securities available for sale |  | $     | 37,860 |         | $ | 991     |  | $       | 36,869 |  | $ | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|                                         |  |       |        |        
|Total assets at fair value               |  | $     | 37,860 |         | $ | 991     |  | $       | 36,869 |  | $ | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|                                         |  |       |        |        
|(In Thousands)
December 31, 2009         |  | Total |        | Level 1 |   | Level 2 |  | Level 3
|                                         |  |       |        |        
|Government sponsored enterprises         |  | $     | 4,875  |         | $ | 2,993   |  | $       | 1,882  |  | $ | 
|State and municipal securities           |  |       | 2,697  |         |   |        |  |         | 2,697  |  |   | 
|Mortgage-backed securities               |  |       | 25,646 |         |   | 1,047   |  |         | 24,599 |  |   | 
|Other                                    |  |       | 3,466  |         |   |        |  |         | 3,466  |  |   | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|                                         |  |       |        |        
|Investment securities available for sale |  | $     | 36,684 |         | $ | 4,040   |  | $       | 32,644 |  | $ | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  
|                                         |  |       |        |        
|Total assets at fair value               |  | $     | 36,684 |         | $ | 4,040   |  | $       | 32,644 |  | $ | 
|                                         |  |       |        |         |   |         |  |         |        |  |   |  

There were no liabilities measured at fair value on a recurring basis
at March 31, 2010 and December 31, 2009.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 5. Fair Value, continued



Assets and Liabilities Recorded as Fair Value on a Nonrecurring Basis

The Company may be required from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U. S generally accepted
accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table
below:



|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|--------------------------------- |  | ----- | ----- | ------- | - | ------- |  | ------- | ----- |  | - | -
|(In Thousands)
March 31, 2010     |  | Total |       | Level 1 |   | Level 2 |  | Level 3
|                                  |  |       |       |        
|Commercial                        |  | $     | 82    |         | $ |        |  |         | 82    |  | $ | 
|Real Estate                       |  |       |       |         |   |         |  |         |       |  |   |  
|Construction and land development |  |       | 5,393 |         |   |        |  |         | 5,393 |  |   | 
|Residential, 1-4 families         |  |       | 219   |         |   |        |  |         | 219   |  |   | 
|Nonfarm, nonresidential           |  |       | 742   |         |   |        |  |         | 742   |  |   | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|                                  |  |       |       |        
|Impaired Loans                    |  | $     | 6,436 |         |   |        |  | $       | 6,436 |  | $ | 
|Foreclosed assets                 |  |       | 259   |         |   |        |  |         | 259   |  |   | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|                                  |  |       |       |        
|Total assets at fair value        |  | $     | 6,695 |         | $ |        |  | $       | 6,695 |  | $ | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|                                  |  |       |       |        
|(In Thousands)
December 31, 2009  |  | Total |       | Level 1 |   | Level 2 |  | Level 3
|                                  |  |       |       |        
|Commercial                        |  | $     | 96    |         | $ |        |  | $       | 96    |  | $ | 
|Real Estate                       |  |       |       |         |   |         |  |         |       |  |   |  
|Construction and land development |  |       | 3,572 |         |   |        |  |         | 3,572 |  |   | 
|Residential, 1-4 families         |  |       | 213   |         |   |        |  |         | 213   |  |   | 
|Nonfarm, nonresidential           |  |       | 772   |         |   |        |  |         | 772   |  |   | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|                                  |  |       |       |        
|Impaired Loans                    |  | $     | 4,653 |         |   |        |  | $       | 4,653 |  | $ | 
|Foreclosed assets                 |  |       | 261   |         |   |        |  |         | 261   |  |   | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  
|                                  |  |       |       |        
|Total assets at fair value        |  | $     | 4,914 |         | $ |        |  | $       | 4,914 |  | $ | 
|                                  |  |       |       |         |   |         |  |         |       |  |   |  

There were no liabilities measured at fair value on a nonrecurring
basis at March 31, 2010 and December 31, 2009.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 6. Securities

Debt and equity securities have been classified in the consolidated balance sheets according to managements intent. The carrying amount of
securities and their approximate fair values follow:



|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|-------------------------------- |  | ------------- | ------ | --------------- | - | ---------------- |  | - | --------- | - |  | - | ------
|March 31, 2010 (In thousands)    |  | AmortizedCost |        | UnrealizedGains |   | UnrealizedLosses |  |   | FairValue
|                                 |  |               |        |                
|Available for sale               |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|Government sponsored enterprises |  | $             | 6,773  |                 | $ | 10               |  | $ | (73       | ) |  | $ | 6,710 
|State and municipal securities   |  |               | 3,653  |                 |   | 66               |  |   | (8        | ) |  |   | 3,711 
|Mortgage-backed securities       |  |               | 23,463 |                 |   | 297              |  |   | (97       | ) |  |   | 23,663
|Other securities                 |  |               | 4,058  |                 |   | 7                |  |   | (289      | ) |  |   | 3,776 
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  | $             | 37,947 |                 | $ | 380              |  | $ | (467      | ) |  | $ | 37,860
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  |               |        |                
|Held to maturity                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|State and municipal securities   |  | $             | 14,260 |                 | $ | 353              |  | $ | (225      | ) |  | $ | 14,388
|Mortgage-backed securities       |  |               | 29     |                 |   |                 |  |   |          |   |  |   | 29    
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  | $             | 14,289 |                 | $ | 353              |  | $ | (225      | ) |  | $ | 14,417
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  |               |        |                
|December 31, 2009 (In thousands) |  |               |        |                 |   |                  |  |   |          
|                                 |  |               |        |                
|Available for sale               |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|Government sponsored enterprises |  | $             | 4,908  |                 | $ | 2                |  | $ | (35       | ) |  | $ | 4,875 
|State and municipal securities   |  |               | 2,661  |                 |   | 55               |  |   | (19       | ) |  |   | 2,697 
|Mortgage-backed securities       |  |               | 25,500 |                 |   | 281              |  |   | (135      | ) |  |   | 25,646
|Other securities                 |  |               | 4,056  |                 |   |                 |  |   | (590      | ) |  |   | 3,466 
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  | $             | 37,125 |                 | $ | 338              |  | $ | (779      | ) |  | $ | 36,684
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  |               |        |                
|Held to maturity                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|State and municipal securities   |  | $             | 15,834 |                 | $ | 364              |  | $ | (159      | ) |  | $ | 16,039
|Mortgage-backed securities       |  |               | 30     |                 |   |                 |  |   |          |   |  |   | 30    
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       
|                                 |  | $             | 15,864 |                 | $ | 364              |  | $ | (159      | ) |  | $ | 16,069
|                                 |  |               |        |                 |   |                  |  |   |           |   |  |   |       

Restricted equity securities, carried at cost, consist of investments
in stock of the Federal Home Loan Bank of Atlanta (FHLB) and The Federal Reserve Bank of Richmond (Federal Reserve), which are upstream correspondents of the Bank. The FHLB requires financial institutions to make equity investments in
the FHLB in order to borrow from it. The Bank is required to hold that stock so long as it borrows from the FHLB. The Federal Reserve requires banks to purchase stock as a condition of membership in the Federal Reserve system.

Investment securities with amortized cost of approximately $7.1 million and $8.4 million at March 31, 2010 and December 31, 2009, respectively,
were pledged as collateral on public deposits and for other purposes as required or permitted by law.

Gross realized gains and losses for the
three-month period ended March 31, 2010 and 2009:



|                                              |  |                    |   |      |   |  
|--------------------------------------------- |  | ------------------ | - | ---- | - | -
|                                              |  | Three Months Ended
|                                              |  | March 31,         
|(In thousands)                                |  | 2010               |   | 2009
|                                              |  |                   
|Realized gains, available for sale securities |  | $                  |  |      | $ | 
|Realized gains, held to maturity securities   |  |                    | 4 |      |   | 
|                                              |  |                    |   |      |   |  
|                                              |  | $                  | 4 |      | $ | 
|                                              |  |                    |   |      |   |  



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 6. Securities, continued



The scheduled maturities of debt securities available for sale and held to maturity at March 31,
2010 were as follows:



|                                       |  |                    |        |                  |   |               |  |           |        |  |   |       
|-------------------------------------- |  | ------------------ | ------ | ---------------- | - | ------------- |  | --------- | ------ |  | - | ------
|                                       |  | Available for Sale |        | Held to Maturity
|(In thousands)                         |  | AmortizedCost      |        | FairValue        |   | AmortizedCost |  | FairValue
|Due in one year or less                |  | $                  | 296    |                  | $ | 303           |  | $         | 855    |  | $ | 857   
|Due after one year through five years  |  |                    | 940    |                  |   | 892           |  |           | 4,309  |  |   | 4,502 
|Due after five years through ten years |  |                    | 6,654  |                  |   | 6,604         |  |           | 4,734  |  |   | 4,847 
|Due after ten years                    |  |                    | 30,057 |                  |   | 30,061        |  |           | 4,391  |  |   | 4,211 
|                                       |  |                    |        |                  |   |               |  |           |        |  |   |       
|                                       |  | $                  | 37,947 |                  | $ | 37,860        |  | $         | 14,289 |  | $ | 14,417
|                                       |  |                    |        |                  |   |               |  |           |        |  |   |       

For mortgage-backed securities, the Company reports maturities based
on anticipated lives. Actual results may differ due to interest rate fluctuations.

The following tables show the unrealized losses and
related fair values in the Companys held to maturity and available for sale investment securities portfolios. This information is aggregated by investment category and by the length of time that individual securities have been in a continuous
unrealized loss position at March 31, 2010 and December 31, 2009 respectively.



|                                      |  |                     |        |                  |                   |      |           |       |                  |       |  |           |      |                  |  |   |        |  |   |      |  
|------------------------------------- |  | ------------------- | ------ | ---------------- | ----------------- | ---- | --------- | ----- | ---------------- | ----- |  | --------- | ---- | ---------------- |  | - | ------ |  | - | ---- | -
|                                      |  | Less Than 12 Months |        |                  | 12 Months or More |      |           | Total |                 
|March 31, 2010 (In thousands)         |  | FairValue           |        | UnrealizedLosses |                   |      | FairValue |       | UnrealizedLosses |       |  | FairValue |      | UnrealizedLosses | 
|                                      |  |                     |        |                  |                   |     
|Government sponsored enterprises      |  | $                   | 4,292  |                  | $                 | (73  | )         |       | $                |      |  | $         |     |                  |  | $ | 4,292  |  | $ | (73  | )
|State and municipal securities        |  |                     | 3,174  |                  |                   | (151 | )         |       |                  | 729   |  |           | (82  | )                |  |   | 3,903  |  |   | (233 | )
|Mortgage- backed securities           |  |                     | 4,444  |                  |                   | (47  | )         |       |                  | 1,186 |  |           | (50  | )                |  |   | 5,630  |  |   | (97  | )
|Other Securities                      |  |                     |       |                  |                   |     |           |       |                  | 2,972 |  |           | (289 | )                |  |   | 2,972  |  |   | (289 | )
|                                      |  |                     |        |                  |                   |      |           |       |                  |       |  |           |      |                  |  |   |        |  |   |      |  
|Total temporarily impaired securities |  | $                   | 11,910 |                  | $                 | (271 | )         |       | $                | 4,887 |  | $         | (421 | )                |  | $ | 16,797 |  | $ | (692 | )
|                                      |  |                     |        |                  |                   |      |           |       |                  |       |  |           |      |                  |  |   |        |  |   |      |  
|                                      |  |                     |       
|                                      |  | Less Than 12 Months |        |                  | 12 Months or More |      |           | Total |                 
|December 31, 2009 (In thousands)      |  | FairValue           |        | UnrealizedLosses |                   |      | FairValue |       | UnrealizedLosses |       |  | FairValue |      | UnrealizedLosses | 
|                                      |  |                     |        |                  |                   |     
|Government sponsored enterprises      |  | $                   | 4,232  |                  | $                 | (35  | )         |       | $                |      |  | $         |     |                  |  | $ | 4,232  |  | $ | (35  | )
|State and municipal securities        |  |                     | 3,291  |                  |                   | (94  | )         |       |                  | 726   |  |           | (84  | )                |  |   | 4,017  |  |   | (178 | )
|Mortgage- backed securities           |  |                     | 5,544  |                  |                   | (77  | )         |       |                  | 1,393 |  |           | (58  | )                |  |   | 6,937  |  |   | (135 | )
|Other Securities                      |  |                     | 295    |                  |                   |     |           |       |                  | 2,670 |  |           | (590 | )                |  |   | 2,965  |  |   | (590 | )
|                                      |  |                     |        |                  |                   |      |           |       |                  |       |  |           |      |                  |  |   |        |  |   |      |  
|Total temporarily impaired securities |  | $                   | 13,362 |                  | $                 | (206 | )         |       | $                | 4,789 |  | $         | (732 | )                |  | $ | 18,151 |  | $ | (938 | )
|                                      |  |                     |        |                  |                   |      |           |       |                  |       |  |           |      |                  |  |   |        |  |   |      |  

Management considers the nature of the investment, the underlying causes of the decline in market or fair value, the
severity and duration of the decline and other evidence, on a security-by-security basis, in determining if the decline in fair value is other than temporary.

At March 31, 2010 the Company had 5 government-sponsored securities with an aggregate unrealized loss of approximately $73 thousand, 11 state and
municipal securities with an aggregate unrealized loss of approximately $233 thousand, 10 mortgaged-backed securities with an aggregate unrealized loss of approximately $97 thousand and 7 other securities with an aggregate unrealized loss of
approximately $289 thousand. Management does not believe that gross unrealized losses, which totals 4.12% of the amortized costs of the related investment securities, represent an other-than-temporary impairment. The Company has both the ability and
the intent to hold all of these securities for a period of time necessary to recover the amortized cost.

At December 31, 2009, the
Company had 5 government-sponsored securities with an aggregate unrealized loss of approximately $35 thousand, 11 state and municipal securities with an aggregate unrealized loss of approximately $178 thousand, 12 mortgaged-backed securities with an
aggregate unrealized loss of approximately $135 thousand and 8 other securities with an aggregate unrealized loss of approximately $590 thousand. Management does not believe that gross unrealized losses, which totals 5.2% of the amortized costs of
the related investment securities, represent an other-than-temporary impairment.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), CONTINUED



Note 7. Recent Accounting Pronouncements

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting and or disclosure of financial information
by the Company.

In January 2010, compensation guidance was updated to reflect the SECs views of when escrowed share arrangements are
considered to be compensatory. Historically the SEC staff has expressed the view that an escrowed share arrangement involving the release of shares to certain shareholders based on performance-related criteria is presumed to be compensatory. Facts
and circumstances may indicate that the arrangement is an incentive made to facilitate a transaction on behalf of the company if the escrowed shares will be released or canceled without regard to continued employment. In such cases, the SEC staff
generally believes that the arrangement should be recognized and measured according to its nature and reflected as a reduction of the proceeds allocated to the newly issued securities. The SEC staff believes that an escrowed share arrangement in
which the shares are automatically forfeited if employment terminates is compensation. The guidance is effective upon issuance and had no impact on the Companys financial statements.

In January 2010, fair value guidance was amended to require disclosures for significant amounts transferred in and out of Levels 1 and 2 and the reasons
for such transfers and to require that gross amounts of purchases, sales, issuances and settlements be provided in the Level 3 reconciliation. The new disclosures are effective for the Company for the current quarter and have been reflected in the
Fair Value footnote.

Guidance related to subsequent events was amended in February 2010 to remove the requirement for an SEC filer to
disclose the date through which subsequent events were evaluated. The amendments were effective upon issuance and had no significant impact on the Companys financial statements.

Consolidation guidance was amended in February 2010 to defer guidance regarding the analysis of interests in variable interest entities issued in June
2009 for entities having attributes of investment companies or that apply investment company measurement principles. Disclosure requirements provided in the June 2009 guidance were not deferred. The amendments were effective January 1, 2010 and
had no effective on the Companys financial statements.

In March 2010, guidance related to derivatives and hedging was amended to exempt
embedded credit derivative features related to the transfer of credit risk from potential bifurcation and separate accounting. Embedded features related to other types of risk and other embedded credit derivative features w not exempt from potential
bifurcation and separate accounting. The amendments will be effective for the Company on July 1, 2010 although early adoption is permitted. The Company does not expect these amendments to have any impact on the financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on
the Companys financial position, results of operations or cash flows.

Reclassifications

Certain reclassifications have been made to the prior years financial statements to place them on a comparable basis with the current year. Net
income and stockholders equity previously reported were not affected by these reclassifications.



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Cardinal Bankshares Corporation (the Company and Cardinal Bankshares), a Virginia corporation, is a bank holding company
headquartered in Floyd, Virginia. The Company serves the marketplace primarily through its wholly owned banking subsidiary, Bank of Floyd (the Bank), a Virginia chartered, Federal Reserve member commercial bank. The Banks deposits
are insured by the Federal Deposit Insurance Corporation (the FDIC) to the extent provided by law. Bank of Floyd is supervised and examined by the Federal Reserve and the Bureau of Financial Institutions of the State Corporation
Commission of the Commonwealth of Virginia (the SCC). At March 31, 2010, the Bank operated seven branch facilities in the counties of Floyd, Montgomery, Roanoke, Pulaski and Carroll. The main office is in Floyd with a limited
service office located in Willis. The Roanoke office is in the Cave Spring area of Roanoke County. The Salem office is located on West Main Street in Salem, Virginia. The Hillsville office is located in Carroll County. The Christiansburg office
serves Montgomery County. The Banks Pulaski County office is located in the Fairlawn community.

Through Bank of Floyds network of
banking facilities, Cardinal Bankshares provides a wide range of commercial banking services to individuals, small to medium-sized businesses, institutions and governments located in Virginia. The Company conducts substantially all of the business
operations of a typical independent commercial bank, including the acceptance of checking and savings deposits, and the making of commercial, real estate, personal, home improvement, automobile and other installment loans. The Company also offers
other related services, such as travelers checks, safe deposit boxes, depositor transfer, customer note payment, collection, notary public, escrow, drive-in and ATM facilities, and other customary banking services. Cardinal Bankshares does not
offer trust services.

The following discussion provides information about the major components of the financial condition, results of
operations, asset quality, liquidity, and capital resources of Cardinal Bankshares. The discussion and analysis should be read in conjunction with the Consolidated Financial Statements.

Critical Accounting Policy

Management believes the policy with respect to the methodology for the determination of the allowance for loan losses involve a high degree of complexity.
Management must make difficult and subjective judgments, assumptions or estimates that could cause reported results to differ materially. This critical policy and its application are periodically reviewed with the Audit Committee and Board of
Directors.

FINANCIAL CONDITION

Total assets as of March 31, 2010 were $241.2 million, an increase of .8% or $1.8 million from year-end 2009. Total loans increased .4% or $603
thousand during the first three-months of this year to $150.7 million.

The investment securities portfolio reflected a decrease of .8% or
$399 thousand during the first three months of the year. Federal funds sold increased $1.0 million during the first three months of the year as a result of increased deposits.

As of March 31, 2010, total deposits were $209.6 million, up approximately .7% or $1.4 million compared to year-end 2009. Non-interest-bearing core
deposits increased to $29.2 million as compared to $27.3 million at year-end 2009. Interest-bearing deposits decreased .3% or $492 thousand to $180.4 million. Deposits greater than $100 thousand amounted to $62.2 million at March 31, 2010 as
compared to $62.7 million at year-end 2009.

Stockholders equity was $31.2 million as of March 31, 2010 compared to $30.7 million
as of December 31, 2009. Net income of $287 thousand for the period combined with a decrease in accumulated other comprehensive loss of $233 thousand accounted for the increase in stockholders equity.



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
|------- | ------------------------------------------------------------------------------------------------



RESULTS OF OPERATIONS

Net income for the three months ended March 31, 2010 was $287 thousand, an increase of 79.4% compared to $160 thousand for the three months ended
March 31, 2009. Diluted earnings per share increased 90.0% to $.19 for the three months ended March 31, 2010. Diluted earnings per share for the same period a year earlier was $.10. The provision for loan losses was increased $380 thousand
during the three months ended March 31, 2010, representing an increase of $340 thousand over the same period for the previous year. In addition, interest expense decreased $165 thousand, non-interest income increased $274 thousand due primarily
to the sale of the credit card portfolio and salaries and employee benefits decreased $103 thousand.

Total interest income for the three
months ended March 31, 2010 increased $24 thousand to $2.7 million, an increase of .9% over the same prior year period. This resulted primarily from increased income on loans and fees on loans. Noninterest income for the three-month period
increased 203.0% to $409 thousand versus the same time period for the prior year. The increase was due to the sale of the credit card portfolio for $268 thousand. Total interest expense for the three-months period decreased $165 thousand to $1.1
million continuing the decline of rates paid on interest-bearing deposits accounts even though total deposits increased. Noninterest expense decreased $78 thousand to $1.3 million for the three months ended March 31, 2010 as compared to the
same period in 2009. Reduced salaries and employee benefits accounted for the decrease in noninterest expense.

Due to increased earnings for
the three months period ended March 31, 2010, an income tax expense of $14 thousand was incurred versus an income tax benefit of $60 thousand for the same period in the previous year.

ASSET QUALITY

The allowance for loan
losses represents managements estimate of an amount adequate to absorb potential future losses inherent in the loan portfolio. In assessing the adequacy of the allowance, management relies predominately on its ongoing review of the lending
process and the risk characteristics of the portfolio in the aggregate. Among other factors, management considers the Companys loan loss experience, the amount of past-due loans, current and anticipated economic conditions, and the estimated
current values of collateral securing loans in assessing the level of the allowance for loan losses. In the first three months of 2010 the provision for loan losses was $380 thousand as compared to $40 thousand provision for the same period in 2009.
The provision was increased to offset $23 thousand in write-downs incurred during the first three months of 2009, $320 thousand for increased impaired loans and $60 thousand in the general reserve due to continued economic uncertainty. Based upon
managements periodic reviews of the loan portfolio using the above-mentioned factors, the current year increase in the provision for loan losses was felt appropriate. Management believes the provision recorded in 2010 maintains the allowance
at a level adequate to cover potential losses.

The allowance for loan losses totaled $3.0 million at March 31, 2010. The allowance for
loan losses to period end loans was 2.01% at March 31, 2010 compared to 1.78% and 1.12% at December 31, 2009 and March 31, 2009, respectively. The Company recovered balances previously charged off on loans in the amount of $2 thousand
during the first three months of 2010. This compares with recoveries for the three months ended March 31, 2009 of $2 thousand. The Company charged-off loans in the amount of $23 thousand during the first three months of 2010 as compared to $83
thousand in charge-offs for the same three months of 2009.



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
|------- | ------------------------------------------------------------------------------------------------



ASSET QUALITY, continued



The allowance for loan losses represents managements estimate of an amount adequate to provide for
potential losses inherent in the loan portfolio. The adequacy of the loan loss reserve and the related provision are based upon managements evaluation of the risk characteristics of the loan portfolio under current economic conditions with
consideration to such factors as financial condition of the borrowers, collateral values, growth and composition of the loan portfolio, the relationship of the allowance to outstanding loans and delinquency trends. In addition, management took into
account not only the current state of the economy, but information from various sources, including government economic data, Federal Reserve economic reports, the local economy including local real estate activity and safety and soundness
discussions with Primary Regulators, which not only expected the current economic downturn to persist, but also expected continued significant losses in commercial real estate. Geographic location was taken into account regarding the depth of
economic decline, valuation for certain loans and corresponding collateral. Management also collected additional financial data from certain customers to ascertain current financial strength and cash flow Finally, management maintained the
historical overall conservative approach of the Company in calculating additions to the allowance for loan losses. While management uses all available information to recognize losses on loans, future additions to the allowance may be necessary based
on changes in economic conditions. Various regulatory agencies, as an integral part of their examination process, periodically review the Companys allowance for loan losses. Such agencies may require the Company to recognize additions to the
allowance based on their judgments about information available to them at the time of their examination.

Nonperforming assets, which consist
of nonaccrual loans, loans 90 days or more past due and other real estate owned, were $8.1 million as of March 31, 2010 compared to $5.9 million as of December 31, 2009. The increase in nonperforming assets occurred in the nonaccrual
category as the current economic climate persists, creating cash flow issues for certain loan customers. Management is taking aggressive actions to mitigate any material losses related to nonperforming assets. As of March 31, 2010 the
Companys impaired loans with a valuation allowance amounted to $7.9 million, an increase of $2.3 million from December 31, 2009. The valuation allowance related to the impaired loans was $1.4 million at March 31, 2010 and $1.2
million at December 31, 2009.

LIQUIDITY

In determining the Companys liquidity requirements, both sides of the balance sheet are managed to ensure that adequate funding sources are
available to support loan growth, deposit withdrawals or any unanticipated need for funds.

Securities available for sale that mature within
one year, or securities that have a weighted average life of one year or less are sources of liquidity. Anticipated mortgage-backed securities pay downs and maturing loans also generate cashflows to meet liquidity requirements. Wholesale funding
sources are also used to supply liquidity such as federal funds purchased and large denomination certificates of deposit. The Company considers its sources of liquidity to be adequate to meet its anticipated needs.

CAPITAL RESOURCES

Cardinal
Bankshares capital position provides the necessary assurance required to support anticipated asset growth and to absorb potential losses.

The Companys Tier I capital position was $31.3 million at March 31, 2010, or 18.95% of risk-weighted assets. Total risk-based capital was
$33.4 million or 20.21% of risk-weighted assets

Tier I capital consists primarily of common stockholders equity, while total risk-based
capital includes the allowance for loan losses. Risk weighted assets are determined by assigning various levels of risk to different categories of assets and off-balance sheet activities. To be well capitalized under current risk-based capital
standards, all banks are required to have Tier I capital of at least 4% and total capital of 8%. Based on these standards, Cardinal Bankshares is categorized as well capitalized at March 31, 2010.



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
|------- | ------------------------------------------------------------------------------------------------



CAPITAL RESOURCES, continued



In addition to the risk-based capital guidelines, banking regulatory agencies have adopted leverage
capital ratio requirements. The leverage ratio  or core capital to assets ratio  works in tandem with the risk-capital guidelines. The minimum leverage ratios range from three to five percent. At March 31, 2010, the Companys
leverage capital ratio was 13.02%.

During the first three months of 2010 Cardinal Bankshares has seen growth in both deposits and loans, in
addition to increasing the provision for loan losses, while maintaining its history of being well capitalized and maintaining strong liquidity far exceeding minimum standards and equal or greater than its peers.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. The Company may also make written forward-looking statements in periodic reports to the Securities and
Exchange Commission, proxy statements, offering circulars and prospectuses, press releases and other written materials and oral statements made by Cardinal Bankshares officers, directors or employees to third parties. Statements that are not
historical facts, including statements about the Companys beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions of the Companys management, and on information currently available
to management. Forward-looking statements include statements preceded by, followed by or that include the words believes, expects, estimates, anticipates, plans, or similar expressions.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. Management cautions the readers that a number of important factors could cause
actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: competitive pressures among depository and other financial institutions may increase
significantly; changes in the interest rate environment may reduce margins; general economic or business conditions may lead to a deterioration in credit quality or a reduced demand for credit; legislative or regulatory changes, including changes in
accounting standards, may adversely affect the business in which Cardinal Bankshares is engaged; changes may occur in the securities markets; and competitors of the Company may have greater financial resources and develop products that enable such
competitors to compete more successfully than Cardinal Bankshares.

Other factors that may cause actual results to differ from the
forward-looking statements include the following: the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers; changes in consumer spending and savings habits; the
effects of competitors pricing policies; the Companys success in managing the costs associated with the expansion of existing distribution channels and developing new ones, and in realizing increased revenues from such distribution
channels, including cross-selling initiatives; and mergers and acquisitions and their integration into the Company and managements ability to manage these other risks.

Management of Cardinal Bankshares believes these forward-looking statements are reasonable; however undue reliance should not be placed on such
forward-looking statements, which are based on current expectations.

Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. The future results and stockholder values of Cardinal Bankshares may differ materially from those expressed in forward-looking statements contained in this report. Many of the factors that will determine
these results and values are beyond the Companys ability to control or predict.



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|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Under the filer category of smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide
information requested by Part I, Item 3 of its Form 10-Q.



|Item 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of the end of
the period to which this report relates, the Company has carried out an evaluation, under the supervision and with the participation of the Companys management, including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures in accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act).

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There are inherent limitations to
the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, there can be no assurance that any design will succeed
in achieving its stated goal under every potential condition, regardless of how remote. While we have evaluated the operation of our disclosure controls and procedures and found them effective, there can be no assurance that they will succeed in
every instance to achieve their objective.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures are effective in enabling us to record, process, summarize and report effectively and in a timely manner the information required to be disclosed in reports we file under the Exchange Act. There have not been
any changes in our internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.



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##### Table of Contents

Part II. OTHER INFORMATION



|Item: 1 | Legal proceedings - None
|------- | ------------------------



| | 1A. | Risk factors
| | --- | ------------

Under the category of smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to
provide information requested by Part II, Item 1A of its Form 10-Q.



| | 2 | Unregistered sales of equity securities and use of proceeds - None
| | - | ------------------------------------------------------------------



| | 3 | Defaults upon senior securities - None
| | - | --------------------------------------



| | 4 | Removed and Reserved
| | - | --------------------



| | 5 | Other information - None
| | - | ------------------------



| | 6 | Exhibits
| | - | --------



|     |  |                                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------------
|31.1 |  |  Certification of Chief Executive Officer Pursuant To Rule 13a-14(a)                                    
|     | 
|31.2 |  |  Certification of Chief Financial Officer Pursuant To Rule 13a-14(a)                                    
|     | 
|32.1 |  |  Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.



|                                             
|---------------------------------------------
|CARDINAL BANKSHARES CORPORATION              
|                                             
|/s/ Ronald Leon Moore                        
|Ronald Leon Moore                            
|Chairman, President & Chief Executive Officer
|                                             
|/s/ J. Alan Dickerson                        
|J. Alan Dickerson                            
|Vice President & Chief Financial Officer     
|                                             
|Date: May 13, 2010                           



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