##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number: 001-32590





COMMUNITY BANKERS TRUST CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-2652949                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4235 Innslake Drive, Suite 200
Glen Allen, Virginia            |  | 23060                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(804) 934-9999

(Registrants telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)





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 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. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | 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

At March 31, 2011, there were 21,468,455 shares of the Companys common stock outstanding.









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##### Table of Contents

COMMUNITY BANKERS TRUST CORPORATION

TABLE OF CONTENTS

FORM 10-Q

March 31, 2011



|                                                                                              |  |  |    | 
|--------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I  FINANCIAL INFORMATION                                                                |  |  |    | 
|Item 1. Financial Statements                                                                  |  |  |    | 
|Consolidated Statements of Financial Condition (Unaudited)                                    |  |  | 3  | 
|Consolidated Statements of Operations (Unaudited)                                             |  |  | 4  | 
|Consolidated Statements of Stockholders Equity (Unaudited)                                   |  |  | 5  | 
|Consolidated Statements of Cash Flows (Unaudited)                                             |  |  | 6  | 
|Notes to Unaudited Consolidated Financial Statements                                          |  |  | 7  | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations |  |  | 30 | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 44 | 
|Item 4. Controls and Procedures                                                               |  |  | 46 | 
|PART II  OTHER INFORMATION                                                                   |  |  |    | 
|Item 1. Legal Proceedings                                                                     |  |  | 48 | 
|Item 1A. Risk Factors                                                                         |  |  | 48 | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  |  | 48 | 
|Item 3. Defaults upon Senior Securities                                                       |  |  | 48 | 
|Item 4. (Removed and Reserved)                                                                |  |  | 48 | 
|Item 5. Other Information                                                                     |  |  | 48 | 
|Item 6. Exhibits                                                                              |  |  | 48 | 
|SIGNATURES                                                                                    |  |  | 49 | 



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

COMMUNITY BANKERS TRUST CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF MARCH 31, 2011 AND DECEMBER 31, 2010

(dollars in thousands)



|                                                                                                                                 |  |                |           |   |                   |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                 |  | March 31, 2011 |           |   | December 31, 2010 |  
|                                                                                                                                 |  | (Unaudited)    |           |   | (Audited)         |  
|ASSETS                                                                                                                           |  |                |           |   |                   |   |           |  
|Cash and due from banks                                                                                                          |  | $              | 18,147    |   |                   | $ | 8,604     |  
|Interest-bearing bank deposits                                                                                                   |  |                | 13,600    |   |                   |   | 22,777    |  
|Federal funds sold                                                                                                               |  |                | 5,000     |   |                   |   | 2,000     |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total cash and cash equivalents                                                                                                  |  |                | 36,747    |   |                   |   | 33,381    |  
|                                                                                                                                 |  |               
|Securities available for sale, at fair value                                                                                     |  |                | 213,347   |   |                   |   | 215,560   |  
|Securities held to maturity, at cost (fair value of $81,857 and $89,026, respectively)                                           |  |                | 77,793    |   |                   |   | 84,771    |  
|Equity securities, restricted, at cost                                                                                           |  |                | 7,119     |   |                   |   | 7,170     |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total securities                                                                                                                 |  |                | 298,259   |   |                   |   | 307,501   |  
|                                                                                                                                 |  |               
|Loans not covered by FDIC shared loss agreement                                                                                  |  |                | 514,276   |   |                   |   | 525,548   |  
|Loans covered by FDIC shared loss agreement                                                                                      |  |                | 108,329   |   |                   |   | 115,537   |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total loans                                                                                                                      |  |                | 622,605   |   |                   |   | 641,085   |  
|Allowance for loan losses (non-covered loans of $21,542 and $25,543, respectively; covered loans of $829 and $829,
respectively) |  |                | (22,371   | ) |                   |   | (26,372   | )
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Net loans                                                                                                                        |  |                | 600,234   |   |                   |   | 614,713   |  
|                                                                                                                                 |  |               
|FDIC indemnification asset                                                                                                       |  |                | 55,535    |   |                   |   | 58,369    |  
|Bank premises and equipment, net                                                                                                 |  |                | 35,206    |   |                   |   | 35,587    |  
|Other real estate owned, covered by FDIC shared loss agreement                                                                   |  |                | 9,116     |   |                   |   | 9,889     |  
|Other real estate owned, non-covered                                                                                             |  |                | 7,332     |   |                   |   | 5,928     |  
|Bank owned life insurance                                                                                                        |  |                | 6,895     |   |                   |   | 6,829     |  
|FDIC receivable under shared loss agreement                                                                                      |  |                | 1,398     |   |                   |   | 7,250     |  
|Core deposit intangibles, net                                                                                                    |  |                | 14,254    |   |                   |   | 14,819    |  
|Other assets                                                                                                                     |  |                | 20,517    |   |                   |   | 21,328    |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total assets                                                                                                                     |  | $              | 1,085,493 |   |                   | $ | 1,115,594 |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                 |  |               
|LIABILITIES                                                                                                                      |  |                |           |   |                   |   |           |  
|Deposits:                                                                                                                        |  |                |           |   |                   |   |           |  
|Noninterest-bearing                                                                                                              |  | $              | 64,128    |   |                   | $ | 62,359    |  
|Interest-bearing                                                                                                                 |  |                | 865,413   |   |                   |   | 899,366   |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total deposits                                                                                                                   |  |                | 929,541   |   |                   |   | 961,725   |  
|Federal Home Loan Bank advances                                                                                                  |  |                | 37,000    |   |                   |   | 37,000    |  
|Trust preferred capital notes                                                                                                    |  |                | 4,124     |   |                   |   | 4,124     |  
|Other liabilities                                                                                                                |  |                | 8,968     |   |                   |   | 5,618     |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total liabilities                                                                                                                |  |                | 979,633   |   |                   |   | 1,008,467 |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                 |  |               
|STOCKHOLDERS EQUITY                                                                                                             |  |                |           |   |                   |   |           |  
|Preferred stock (5,000,000 shares authorized, $0.01 par value; 17,680 shares issued and
outstanding)                             |  |                | 17,680    |   |                   |   | 17,680    |  
|Warrants on preferred stock                                                                                                      |  |                | 1,037     |   |                   |   | 1,037     |  
|Discount on preferred stock                                                                                                      |  |                | (609      | ) |                   |   | (660      | )
|Common stock (200,000,000 shares authorized, $0.01 par value; 21,468,455 shares issued and
outstanding)                          |  |                | 215       |   |                   |   | 215       |  
|Additional paid in capital                                                                                                       |  |                | 143,999   |   |                   |   | 143,999   |  
|Retained deficit                                                                                                                 |  |                | (56,244   | ) |                   |   | (54,999   | )
|Accumulated other comprehensive income                                                                                           |  |                | (218      | ) |                   |   | (145      | )
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total stockholders equity                                                                                                       |  |                | 105,860   |   |                   |   | 107,127   |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total liabilities and stockholders equity                                                                                       |  | $              | 1,085,493 |   |                   | $ | 1,115,594 |  
|                                                                                                                                 |  |                |           |   |                   |   |           |  

See accompanying notes to unaudited consolidated financial statements



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COMMUNITY BANKERS TRUST CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

(dollars and shares
in thousands, except per share data)



|                                                    |  |                |        |   |                |   |        |  
|--------------------------------------------------- |  | -------------- | ------ | - | -------------- | - | ------ | -
|                                                    |  | March 31, 2011 |        |   | March 31, 2010 |  
|Interest and dividend income                        |  |                |        |   |                |   |        |  
|Interest and fees on non-covered loans              |  | $              | 7,234  |   |                | $ | 8,723  |  
|Interest and fees on FDIC covered loans             |  |                | 3,820  |   |                |   | 3,593  |  
|Interest on federal funds sold                      |  |                | 2      |   |                |   | 1      |  
|Interest on deposits in other banks                 |  |                | 14     |   |                |   | 30     |  
|Interest and dividends on securities                |  |                |        |   |                |   |        |  
|Taxable                                             |  |                | 1,912  |   |                |   | 2,005  |  
|Nontaxable                                          |  |                | 412    |   |                |   | 894    |  
|                                                    |  |                |        |   |                |   |        |  
|Total interest and dividend income                  |  |                | 13,394 |   |                |   | 15,246 |  
|Interest expense                                    |  |                |        |   |                |   |        |  
|Interest on deposits                                |  |                | 2,979  |   |                |   | 4,857  |  
|Interest on other borrowed funds                    |  |                | 332    |   |                |   | 331    |  
|                                                    |  |                |        |   |                |   |        |  
|Total interest expense                              |  |                | 3,311  |   |                |   | 5,188  |  
|                                                    |  |                |        |   |                |   |        |  
|Net interest income                                 |  |                | 10,083 |   |                |   | 10,058 |  
|Provision for loan losses                           |  |                | 1,498  |   |                |   | 5,042  |  
|                                                    |  |                |        |   |                |   |        |  
|Net interest income after provision for loan losses |  |                | 8,585  |   |                |   | 5,016  |  
|                                                    |  |                |        |   |                |   |        |  
|Noninterest income                                  |  |                |        |   |                |   |        |  
|Service charges on deposit accounts                 |  |                | 576    |   |                |   | 565    |  
|FDIC indemnification asset amortization             |  |                | (2,745 | ) |                |   | (377   | )
|Gain on securities transactions, net                |  |                | 661    |   |                |   | 354    |  
|Loss on sale of other real estate, net              |  |                | (612   | ) |                |   | (2,377 | )
|Other                                               |  |                | 714    |   |                |   | 2,250  |  
|                                                    |  |                |        |   |                |   |        |  
|Total noninterest income                            |  |                | (1,406 | ) |                |   | 415    |  
|                                                    |  |                |        |   |                |   |        |  
|Noninterest expense                                 |  |                |        |   |                |   |        |  
|Salaries and employee benefits                      |  |                | 4,204  |   |                |   | 5,131  |  
|Occupancy expenses                                  |  |                | 814    |   |                |   | 739    |  
|Equipment expenses                                  |  |                | 330    |   |                |   | 412    |  
|Legal fees                                          |  |                | 105    |   |                |   | 46     |  
|Professional fees                                   |  |                | 191    |   |                |   | 334    |  
|FDIC assessment                                     |  |                | 872    |   |                |   | 605    |  
|Data processing fees                                |  |                | 452    |   |                |   | 506    |  
|Amortization of intangibles                         |  |                | 565    |   |                |   | 565    |  
|Other operating expenses                            |  |                | 1,678  |   |                |   | 1,522  |  
|                                                    |  |                |        |   |                |   |        |  
|Total noninterest expense                           |  |                | 9,211  |   |                |   | 9,860  |  
|                                                    |  |                |        |   |                |   |        |  
|Loss before income taxes                            |  |                | (2,032 | ) |                |   | (4,429 | )
|Income tax benefit                                  |  |                | 838    |   |                |   | 1,665  |  
|                                                    |  |                |        |   |                |   |        |  
|Net loss                                            |  | $              | (1,194 | ) |                | $ | (2,764 | )
|Dividends accrued on preferred stock                |  |                |       |   |                |   | 221    |  
|Accretion of discount on preferred stock            |  |                | 51     |   |                |   | 48     |  
|Accumulated preferred dividends                     |  |                | 221    |   |                |   |       |  
|                                                    |  |                |        |   |                |   |        |  
|Net loss available to common stockholders           |  | $              | (1,466 | ) |                | $ | (3,033 | )
|                                                    |  |                |        |   |                |   |        |  
|Net loss per share  basic                          |  | $              | (0.07  | ) |                | $ | (0.14  | )
|                                                    |  |                |        |   |                |   |        |  
|Net loss per share  diluted                        |  | $              | (0.07  | ) |                | $ | (0.14  | )
|                                                    |  |                |        |   |                |   |        |  
|Weighted average number of shares outstanding       |  |                |        |   |                |   |        |  
|basic                                               |  |                | 21,468 |   |                |   | 21,468 |  
|diluted                                             |  |                | 21,468 |   |                |   | 21,468 |  

See accompanying notes
to unaudited consolidated financial statements



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COMMUNITY BANKERS TRUST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND

THE YEAR ENDED DECEMBER
31, 2010

(dollars and shares in thousands)



|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------ | -------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------------------ | ------ |  | --------------- | - | --- | ------------------------------------------ |  | - | ------- |  |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                                                                            |  | PreferredStock |        |        | Warrants |   |        | Discounton PreferredStock |  |   | Common Stock |   |  | AdditionalPaid inCapital |        |  | RetainedDeficit |   |     | AccumulatedOtherComprehensiveIncome (Loss) |  |   | Total   | 
|                                                                                                                                            |  |                |        | Shares |          |   | Amount |                           |  |   |              |  
|Balance January 1, 2010                                                                                                                     |  | $              | 17,680 |        |          | $ | 1,037  |                           |  | $ | (854         | ) |  |                          | 21,468 |  |                 | $ | 215 |                                            |  | $ | 143,999 |  |  | $ | (32,511 | ) |  | $ | 1,536  |   |  | $ | 131,102 |  
|Amortization of preferred stock warrants                                                                                                    |  |                |       |        |          |   |       |                           |  |   | 194          |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (194    | ) |  |   |       |   |  |   |        |  
|Dividends paid on preferred stock                                                                                                           |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (442    | ) |  |   |       |   |  |   | (442    | )
|Comprehensive income:                                                                                                                       |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                                                                                                    |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (20,993 | ) |  |   |       |   |  |   | (20,993 | )
|Change in unrealized gain/loss in equity securities                                                                                         |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | (6     | ) |  |   | (6      | )
|Change in unrealized gain/loss in investment securities, net of tax of $2,338                                                               |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | (4,539 | ) |  |   | (4,539  | )
|Less: Reclassification adjustment for gain on securities sold, net of tax of $1,064                                                         |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | 2,065  |   |  |   | 2,065   |  
|Less: Reclassification adjustment for loss on securities available for sale related to other than temporary impairments, net of
tax of $156 |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | 303    |   |  |   | 303     |  
|Change in funded status of pension plan, net of tax of $256                                                                                 |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | 496    |   |  |   | 496     |  
|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Total comprehensive loss                                                                                                                    |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   | (22,674 | )
|Dividends paid on common stock ($.04 per share)                                                                                             |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (859    | ) |  |   |       |   |  |   | (859    | )
|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Balance December 31, 2010 (Audited)                                                                                                         |  | $              | 17,680 |        |          | $ | 1,037  |                           |  | $ | (660         | ) |  |                          | 21,468 |  |                 | $ | 215 |                                            |  | $ | 143,999 |  |  | $ | (54,999 | ) |  | $ | (145   | ) |  | $ | 107,127 |  
|Amortization of preferred stock warrants                                                                                                    |  |                |       |        |          |   |       |                           |  |   | 51           |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (51     | ) |  |   |       |   |  |   |        |  
|Comprehensive income:                                                                                                                       |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                                                                                                    |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   | (1,194  | ) |  |   |       |   |  |   | (1,194  | )
|Change in unrealized gain/loss in investment securities, net of tax of $187                                                                 |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | 363    |   |  |   | 363     |  
|Less: Reclassification adjustment for gain on securities sold, net of tax of $225                                                           |  |                |       |        |          |   |       |                           |  |   |             |   |  |                          |       |  |                 |   |    |                                            |  |   |        |  |  |   |        |   |  |   | (436   | ) |  |   | (436    | )
|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Total comprehensive loss                                                                                                                    |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   | (1,267  | )
|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|                                                                                                                                            |  |                |        |        |          |   |        |                           | 
|Balance March 31, 2011 (Unaudited)                                                                                                          |  | $              | 17,680 |        |          | $ | 1,037  |                           |  | $ | (609         | ) |  |                          | 21,468 |  |                 | $ | 215 |                                            |  | $ | 143,999 |  |  | $ | (56,244 | ) |  | $ | (218   | ) |  | $ | 105,860 |  
|                                                                                                                                            |  |                |        |        |          |   |        |                           |  |   |              |   |  |                          |        |  |                 |   |     |                                            |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  

See accompanying notes to unaudited consolidated financial statements



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COMMUNITY BANKERS TRUST CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

(dollars in
thousands)



|                                                                                          |  |                |         |   |                |   |         |  
|----------------------------------------------------------------------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | -
|                                                                                          |  | March 31, 2011 |         |   | March 31, 2010 |  
|Operating activities:                                                                     |  |                |         |   |                |   |         |  
|Net loss                                                                                  |  | $              | (1,194  | ) |                | $ | (2,764  | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                |         |   |                |   |         |  
|Depreciation and intangibles amortization                                                 |  |                | 1,023   |   |                |   | 1,090   |  
|Provision for loan losses                                                                 |  |                | 1,498   |   |                |   | 5,042   |  
|Amortization of security premiums and accretion of discounts, net                         |  |                | 403     |   |                |   | 423     |  
|Net gain on sale of securities                                                            |  |                | (661    | ) |                |   | (354    | )
|Net loss on sale and valuation of other real estate                                       |  |                | 612     |   |                |   | 2,377   |  
|Changes in assets and liabilities:                                                        |  |                |         |   |                |   |         |  
|Decrease (increase) in other assets                                                       |  |                | 9,468   |   |                |   | (2,576  | )
|Increase (decrease) in accrued expenses and other liabilities                             |  |                | 3,350   |   |                |   | (3,316  | )
|                                                                                          |  |                |         |   |                |   |         |  
|Net cash provided by (used in) operating activities                                       |  |                | 14,499  |   |                |   | (78     | )
|                                                                                          |  |                |         |   |                |   |         |  
|                                                                                          |  |               
|Investing activities:                                                                     |  |                |         |   |                |   |         |  
|Proceeds from securities sales, calls, maturities, and paydowns                           |  |                | 43,188  |   |                |   | 31,340  |  
|Purchase of securities                                                                    |  |                | (33,800 | ) |                |   | (33,004 | )
|Proceeds from sale of other real estate                                                   |  |                | 927     |   |                |   | 1,212   |  
|Net decrease (increase) in loans, excluding covered loans                                 |  |                | 3,724   |   |                |   | (4,573  | )
|Net decrease in loans, covered by FDIC shared loss agreement                              |  |                | 6,952   |   |                |   | 7,601   |  
|Principal recoveries of loans previously charged off                                      |  |                | 135     |   |                |   | 65      |  
|Purchase of premises and equipment, net                                                   |  |                | (76     | ) |                |   | (90     | )
|                                                                                          |  |                |         |   |                |   |         |  
|Net cash provided by investing activities                                                 |  |                | 21,050  |   |                |   | 2,551   |  
|                                                                                          |  |                |         |   |                |   |         |  
|                                                                                          |  |               
|Financing activities:                                                                     |  |                |         |   |                |   |         |  
|Net (decrease) increase in noninterest-bearing and interest-bearing demand deposits       |  |                | (32,183 | ) |                |   | 12,886  |  
|Net decrease in federal funds purchased                                                   |  |                |        |   |                |   | (8,999  | )
|Cash dividends paid                                                                       |  |                |        |   |                |   | (1,080  | )
|                                                                                          |  |                |         |   |                |   |         |  
|Net cash (used in) provided by financing activities                                       |  |                | (32,183 | ) |                |   | 2,807   |  
|                                                                                          |  |                |         |   |                |   |         |  
|                                                                                          |  |               
|Net increase in cash and cash equivalents                                                 |  |                | 3,366   |   |                |   | 5,280   |  
|                                                                                          |  |               
|Cash and cash equivalents:                                                                |  |                |         |   |                |   |         |  
|Beginning of the period                                                                   |  | $              | 33,381  |   |                | $ | 32,235  |  
|                                                                                          |  |                |         |   |                |   |         |  
|End of the period                                                                         |  | $              | 36,747  |   |                | $ | 37,515  |  
|                                                                                          |  |                |         |   |                |   |         |  
|Supplemental disclosures of cash flow information:                                        |  |                |         |   |                |   |         |  
|Interest paid                                                                             |  | $              | 3,550   |   |                | $ | 5,763   |  
|Income taxes paid                                                                         |  |                |        |   |                |   |        |  
|Transfers of OREO property                                                                |  |                | 2,170   |   |                |   | 40      |  

See accompanying notes
to unaudited consolidated financial statement



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##### Table of Contents

COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements

1. Nature of Banking Activities and Significant Accounting Policies

Organization

Community Bankers Trust Corporation (the Company) is a bank holding company that was incorporated under Delaware law on
April 6, 2005. The Company is headquartered in Glen Allen, Virginia and is the holding company for Essex Bank (the Bank), a Virginia state bank with 24 full-service offices in Virginia, Maryland and Georgia, as of April 30,
2011.

The Company was initially formed as a special purpose acquisition company to effect a merger, capital stock exchange,
asset acquisition or other similar business combination with an operating business in the banking industry. Prior to its acquisition of two bank holding companies in 2008, the Companys activities were limited to organizational matters,
completing its initial public offering and seeking and evaluating possible business combination opportunities. On May 31, 2008, the Company acquired each of TransCommunity Financial Corporation, a Virginia corporation (TFC), and BOE
Financial Services of Virginia, Inc., a Virginia corporation (BOE). The Company changed its corporate name in connection with the acquisitions. On November 21, 2008, the Bank acquired certain assets and assumed all deposit
liabilities relating to four former branch offices of The Community Bank (TCB) in Georgia. On January 30, 2009, the Bank acquired substantially all assets and assumed all deposit and certain other liabilities relating to seven
former branch offices of Suburban Federal Savings Bank (SFSB) in Maryland.

The Bank was established in 1926 and
is headquartered in Tappahannock, Virginia. The Bank engages in a general commercial banking business and provides a wide range of financial services primarily to individuals and small businesses, including individual and commercial demand and time
deposit accounts, commercial and consumer loans, travelers checks, safe deposit box facilities, investment services and fixed rate residential mortgages. Thirteen branches are located in Virginia, primarily from the Chesapeake Bay to just west of
Richmond, seven are located in Maryland along the Baltimore-Washington corridor and four are located in the Atlanta, Georgia metropolitan market. The Bank closed its office in Rockbridge County, Virginia in April 2011.

Financial Statements

The consolidated statements presented include accounts of the Company and the Bank, its wholly-owned subsidiary. All material intercompany balances and transactions have been eliminated. The statements
should be read in conjunction with the Companys consolidated financial statements and the accompanying notes to consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31,
2010. In the opinion of management, all adjustments, consisting of normal accruals, were made that are necessary to present fairly the financial position of the Company at March 31, 2011, and the results of its operations, changes in
stockholders equity, and its cash flows for the three months ended March 31, 2011.

The accounting and reporting
policies of the Company conform to GAAP and to the general practices within the banking industry. The interim financial statements have not been audited; however, in the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the consolidated financial statements have been included. Operating results for the three month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2011.

The financial information contained within the statements is, to a significant extent,
financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense,
recovering an asset or relieving a liability. The Company uses historical loss factors as one factor in determining the inherent loss that may be present in its loan portfolio. Actual losses could differ significantly from the historical factors
that the Company uses. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the Companys transactions would be the same, the timing of events that would impact its transactions
could change.

Certain reclassifications have been made to prior period balances to conform to the current period
presentation.



7



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##### Table of Contents

COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



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

Recent Accounting
Pronouncements

In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditors
Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The FASB believes the guidance in this ASU will improve financial reporting by creating greater consistency in the way GAAP is applied for various types of debt
restructurings. The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled
debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both
of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards Codification (Codification) Topic
310, Receivables, clarify the guidance on a creditors evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The guidance is effective for interim and annual periods beginning on
or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The Company does not expect the adoption of this guidance to have a material impact on its consolidated
financial statements.

2. SECURITIES

Amortized costs and fair values of securities available for sale and held to maturity at March 31, 2011 and December 31, 2010 were as follows:



|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|------------------------------------------------------ |  | ----------------- | ------- |  | ---------------- | - | ----- | ------ |  | - | ---------- | - |  | - | ------- | 
|                                                       |  | March 31, 2011    |        
|(dollars in thousands)                                 |  |                   |         |  | Gross Unrealized |   |       |        | 
|                                                       |  | AmortizedCost     |         |  | Gains            |   |       | Losses |  |   | Fair Value |  
|Securities Available for Sale                          |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|U.S. Treasury issue and other U.S. Government agencies |  | $                 | 78,933  |  |                  | $ | 195   |        |  | $ | (1,397     | ) |  | $ | 77,731  | 
|State, county and municipal                            |  |                   | 49,698  |  |                  |   | 583   |        |  |   | (624       | ) |  |   | 49,657  | 
|Corporate and other bonds                              |  |                   | 5,076   |  |                  |   | 34    |        |  |   | (16        | ) |  |   | 5,094   | 
|Mortgage backed securities                             |  |                   | 79,971  |  |                  |   | 895   |        |  |   | (1         | ) |  |   | 80,865  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|Total Securities Available for Sale                    |  | $                 | 213,678 |  |                  | $ | 1,707 |        |  | $ | (2,038     | ) |  | $ | 213,347 | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|                                                       |  |                   |         | 
|Securities Held to Maturity                            |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|State, county and municipal                            |  | $                 | 13,063  |  |                  | $ | 745   |        |  | $ |           |   |  | $ | 13,808  | 
|Mortgage backed securities                             |  |                   | 64,730  |  |                  |   | 3,319 |        |  |   |           |   |  |   | 68,049  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|Total Securities Held to Maturity                      |  | $                 | 77,793  |  |                  | $ | 4,064 |        |  | $ |           |   |  | $ | 81,857  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|                                                       | 
|                                                       |  | December 31, 2010 |        
|                                                       |  |                   |         |  | Gross Unrealized |   |       |        | 
|                                                       |  | AmortizedCost     |         |  | Gains            |   |       | Losses |  |   | Fair Value |  
|Securities Available for Sale                          |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|U.S. Treasury issue and other U.S. Government agencies |  | $                 | 90,849  |  |                  | $ | 246   |        |  | $ | (1,521     | ) |  | $ | 89,574  | 
|State, county and municipal                            |  |                   | 69,865  |  |                  |   | 1,219 |        |  |   | (749       | ) |  |   | 70,335  | 
|Corporate and other bonds                              |  |                   | 3,576   |  |                  |   | 14    |        |  |   | (17        | ) |  |   | 3,573   | 
|Mortgage backed securities                             |  |                   | 51,489  |  |                  |   | 610   |        |  |   | (21        | ) |  |   | 52,078  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|Total Securities Available for Sale                    |  | $                 | 215,779 |  |                  | $ | 2,089 |        |  | $ | (2,308     | ) |  | $ | 215,560 | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|                                                       |  |                   |         | 
|Securities Held to Maturity                            |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|State, county and municipal                            |  | $                 | 13,070  |  |                  | $ | 693   |        |  | $ |           |   |  | $ | 13,763  | 
|Corporate and other bonds                              |  |                   | 1,002   |  |                  |   | 3     |        |  |   |           |   |  |   | 1,005   | 
|Mortgage backed securities                             |  |                   | 70,699  |  |                  |   | 3,559 |        |  |   |           |   |  |   | 74,258  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 
|Total Securities Held to Maturity                      |  | $                 | 84,771  |  |                  | $ | 4,255 |        |  | $ |           |   |  | $ | 89,026  | 
|                                                       |  |                   |         |  |                  |   |       |        |  |   |            |   |  |   |         | 



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##### Table of Contents

COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Included in other U.S. Government agencies are U.S. Government sponsored agency
securities of $4.5 million with an amortized cost of $4.5 million as of March 31, 2011 and $5.8 million with an amortized cost of $5.8 million as of December 31, 2010. U.S. Government sponsored agency securities included in mortgage backed
securities available for sale totaled $11.5 million with an amortized cost of $11.5 million as of March 31, 2011 and $3.9 million with an amortized cost of $4.0 million as of December 31, 2010. U.S. Government sponsored agency securities
included in mortgage backed securities held to maturity totaled $49.4 million with a fair value of $51.9 million as of March 31, 2011 and $54.3 million with a fair value of $57.0 million as of December 31, 2010.

The amortized cost and fair value of securities as of March 31, 2011 by contractual maturity are shown below. Expected maturities
may differ from contractual maturities because issuers may have the right to call or prepay obligations without any penalties.



|                                       |  |                  |        |  |                    |   |        |               |  |   |            |  |  |   |         | 
|-------------------------------------- |  | ---------------- | ------ |  | ------------------ | - | ------ | ------------- |  | - | ---------- |  |  | - | ------- | 
|                                       |  | Held to Maturity |        |  | Available for Sale |  
|                                       |  |                  |        | 
|( (dollars in thousands)               |  | AmortizedCost    |        |  | Fair Value         |   |        | AmortizedCost |  |   | Fair Value | 
|Due in one year or less                |  | $                | 4,126  |  |                    | $ | 4,232  |               |  | $ | 9,864      |  |  | $ | 10,024  | 
|Due after one year through five years  |  |                  | 43,053 |  |                    |   | 45,109 |               |  |   | 121,305    |  |  |   | 120,319 | 
|Due after five years through ten years |  |                  | 29,142 |  |                    |   | 30,945 |               |  |   | 68,827     |  |  |   | 69,481  | 
|Due after ten years                    |  |                  | 1,472  |  |                    |   | 1,571  |               |  |   | 13,682     |  |  |   | 13,523  | 
|                                       |  |                  |        |  |                    |   |        |               |  |   |            |  |  |   |         | 
|Total securities                       |  | $                | 77,793 |  |                    | $ | 81,857 |               |  | $ | 213,678    |  |  | $ | 213,347 | 
|                                       |  |                  |        |  |                    |   |        |               |  |   |            |  |  |   |         | 

Gains and losses on the sale of securities are recorded on the settlement date and are determined using the
specific identification method. Gross realized gains and losses on sales of securities available for sale during the periods were as follows:



|                           |  |                             |     |  |      |   |     |  
|-------------------------- |  | --------------------------- | --- |  | ---- | - | --- | -
|(dollars in thousands)     |  | Three Months Ended March 31 |    
|                           |  | 2011                        |     |  | 2010 |  
|Gross realized gains       |  | $                           | 661 |  |      | $ | 358 |  
|Gross realized losses      |  |                             |    |  |      |   | (4  | )
|                           |  |                             |     |  |      |   |     |  
|Net securities gain (loss) |  | $                           | 661 |  |      | $ | 354 |  
|                           |  |                             |     |  |      |   |     |  

The fair value and gross unrealized losses for securities, segregated by the length of time that individual
securities have been in a continuous gross unrealized loss position, at March 31, 2011 and December 31, 2010 were as follows:



|                                                       |  |                     |        |  |                   |   |        |            |  |   |                 |  |  |            |     |   |                 |   |        |  |  |   |        |  
|------------------------------------------------------ |  | ------------------- | ------ |  | ----------------- | - | ------ | ---------- |  | - | --------------- |  |  | ---------- | --- | - | --------------- | - | ------ |  |  | - | ------ | -
|                                                       |  | March 31, 2011      |       
|(dollars in thousands)                                 |  | Less than 12 Months |        |  | 12 Months or More |   |        | Total      | 
|                                                       |  | Fair Value          |        |  | Unrealized Loss   |   |        | Fair Value |  |   | Unrealized Loss |  |  | Fair Value |     |   | Unrealized Loss |  
|U.S. Treasury issue and other U.S. Government agencies |  | $                   | 73,586 |  |                   | $ | (1,397 | )          |  | $ |                |  |  | $          |    |   |                 | $ | 73,586 |  |  | $ | (1,397 | )
|State, county and municipal                            |  |                     | 17,890 |  |                   |   | (527   | )          |  |   | 824             |  |  |            | (97 | ) |                 |   | 18,714 |  |  |   | (624   | )
|Corporate and other bonds                              |  |                     | 1,342  |  |                   |   | (16    | )          |  |   |                |  |  |            |    |   |                 |   | 1,342  |  |  |   | (16    | )
|Mortgage backed securities                             |  |                     | 3,362  |  |                   |   | (1     | )          |  |   |                |  |  |            |    |   |                 |   | 3,362  |  |  |   | (1     | )
|                                                       |  |                     |        |  |                   |   |        |            |  |   |                 |  |  |            |     |   |                 |   |        |  |  |   |        |  
|Total                                                  |  | $                   | 96,180 |  |                   | $ | (1,941 | )          |  | $ | 824             |  |  | $          | (97 | ) |                 | $ | 97,004 |  |  | $ | (2,038 | )
|                                                       |  |                     |        |  |                   |   |        |            |  |   |                 |  |  |            |     |   |                 |   |        |  |  |   |        |  



9



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##### Table of Contents

COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



|                                                       |  |                     |         |  |                   |   |        |            |  |   |                 |  |  |            |      |   |                 |   |         |  |  |   |        |  
|------------------------------------------------------ |  | ------------------- | ------- |  | ----------------- | - | ------ | ---------- |  | - | --------------- |  |  | ---------- | ---- | - | --------------- | - | ------- |  |  | - | ------ | -
|                                                       |  | December 31, 2010   |        
|                                                       |  | Less than 12 Months |         |  | 12 Months or More |   |        | Total      | 
|                                                       |  | Fair Value          |         |  | Unrealized Loss   |   |        | Fair Value |  |   | Unrealized Loss |  |  | Fair Value |      |   | Unrealized Loss |  
|U.S. Treasury issue and other U.S. Government agencies |  | $                   | 83,989  |  |                   | $ | (1,521 | )          |  | $ |                |  |  | $          |     |   |                 | $ | 83,989  |  |  | $ | (1,521 | )
|State, county and municipal                            |  |                     | 19,103  |  |                   |   | (644   | )          |  |   | 818             |  |  |            | (105 | ) |                 |   | 19,921  |  |  |   | (749   | )
|Corporate and other bonds                              |  |                     | 3,059   |  |                   |   | (17    | )          |  |   |                |  |  |            |     |   |                 |   | 3,059   |  |  |   | (17    | )
|Mortgage backed securities                             |  |                     | 3,695   |  |                   |   | (21    | )          |  |   |                |  |  |            |     |   |                 |   | 3,695   |  |  |   | (21    | )
|                                                       |  |                     |         |  |                   |   |        |            |  |   |                 |  |  |            |      |   |                 |   |         |  |  |   |        |  
|Total                                                  |  | $                   | 109,846 |  |                   | $ | (2,203 | )          |  | $ | 818             |  |  | $          | (105 | ) |                 | $ | 110,664 |  |  | $ | (2,308 | )
|                                                       |  |                     |         |  |                   |   |        |            |  |   |                 |  |  |            |      |   |                 |   |         |  |  |   |        |  

The unrealized losses (impairments) in the investment portfolio as of March 31, 2011 and
December 31, 2010 are generally a result of market fluctuations that occur daily. The unrealized losses are from 55 securities at March 31, 2011 that are all of investment grade, backed by insurance, U.S. government agency guarantees,
or the full faith and credit of local municipalities throughout the United States. The Company considers the reason for impairment, length of impairment and ability to hold until the full value is recovered in determining if the impairment is
temporary in nature. Based on this analysis, the Company has determined these impairments to be temporary in nature. The Company does not intend to sell and it is more likely than not that the Company will not be required to sell these securities
until they recover in value.

Market prices are affected by conditions beyond the control of the Company. Investment decisions
are made by the management group of the Company and reflect the overall liquidity and strategic asset/liability objectives of the Company. Management analyzes the securities portfolio frequently and manages the portfolio to provide an overall
positive impact to the Companys income statement and balance sheet.

Securities with amortized costs of $33.7 million
and $36.6 million at March 31, 2011 and December 31, 2010, respectively, were pledged to secure deposits and for other purposes required or permitted by law.

3. LOANS NOT COVERED BY FDIC SHARED LOSS AGREEMENT (NON-COVERED LOANS)

The Companys non-covered loans at March 31, 2011 and December 31, 2010 were comprised of the following:



|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|----------------------------------------- |  | -------------- | ------- | - | --------------------- |  | ------ | ------ |  | - | --------------------- | - |  |  | ------ | -
|(dollars in thousands)                    |  | March 31, 2011 |         |   | December 31, 2010     | 
|                                          |  | Amount         |         |   | % of Non-CoveredLoans |  |        | Amount |  |   | % of Non-CoveredLoans |  
|Mortgage loans on real estate:            |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|Residential 1-4 family                    |  | $              | 133,327 |   |                       |  | 25.91  | %      |  | $ | 137,552               |   |  |  | 26.15  | %
|Commercial                                |  |                | 201,017 |   |                       |  | 39.07  |        |  |   | 205,034               |   |  |  | 38.99  |  
|Construction and land development         |  |                | 95,286  |   |                       |  | 18.52  |        |  |   | 103,763               |   |  |  | 19.73  |  
|Second mortgages                          |  |                | 8,429   |   |                       |  | 1.64   |        |  |   | 9,680                 |   |  |  | 1.84   |  
|Multifamily                               |  |                | 15,356  |   |                       |  | 2.98   |        |  |   | 9,831                 |   |  |  | 1.87   |  
|Agriculture                               |  |                | 3,020   |   |                       |  | 0.59   |        |  |   | 3,820                 |   |  |  | 0.73   |  
|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|Total real estate loans                   |  |                | 456,435 |   |                       |  | 88.71  |        |  |   | 469,650               |   |  |  | 89.31  |  
|Commercial loans                          |  |                | 47,092  |   |                       |  | 9.15   |        |  |   | 44,368                |   |  |  | 8.44   |  
|Consumer installment loans                |  |                | 8,706   |   |                       |  | 1.69   |        |  |   | 9,811                 |   |  |  | 1.87   |  
|All other loans                           |  |                | 2,245   |   |                       |  | 0.45   |        |  |   | 1,993                 |   |  |  | 0.38   |  
|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|Gross loans                               |  |                | 514,478 |   |                       |  | 100.00 | %      |  |   | 525,822               |   |  |  | 100.00 | %
|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|Less unearned income on loans             |  |                | (202    | ) |                       |  |        |        |  |   | (274                  | ) |  |  |        |  
|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  
|Non-covered loans, net of unearned income |  | $              | 514,276 |   |                       |  |        |        |  | $ | 525,548               |   |  |  |        |  
|                                          |  |                |         |   |                       |  |        |        |  |   |                       |   |  |  |        |  

At March 31, 2011 and December 31, 2010, the Companys allowance for credit losses
was comprised of the following: (i) specific valuation allowances calculated in accordance with FASB ASC 310, Receivables,(ii) general valuation allowances calculated in accordance with FASB ASC 450, Contingencies, based on
economic conditions and other qualitative risk factors, and (iii) historical valuation allowances calculated using historical loan loss experience. Management identified loans subject to impairment in accordance with ASC 310.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



At March 31, 2011 and December 31, 2010, a portion of the construction and
land development loans presented above contain interest reserve provisions. The Company follows standard industry practice to include interest reserves and capitalized interest in a construction loan. This practice recognizes interest as an
additional cost of the project and, as a result, requires the borrower to put additional equity into the project. In order to monitor the project throughout its life to make sure the property is moving along as planned to ensure appropriateness of
continuing to capitalize interest, the Company coordinates an independent property inspection in connection with each disbursement of loan funds. Until completion, there is generally no cash flow from which to make the interest payment. The Company
does not advance additional interest reserves to keep a loan from becoming nonperforming.

For the three months ended
March 31, 2011, there were no interest reserves recognized as interest income on construction loans with interest reserves. There were no construction loans with interest reserves that were nonperforming at March 31, 2011.

Average investment in impaired loans was $48.3 million and $67.5 million for the three months ended March 31, 2011 and
March 31, 2010, respectively. Interest income on nonaccrual loans, if recognized, is recorded using the cash basis method of accounting. There were no significant amounts recognized during the three months ended March 31, 2011 and 2010.
For the three months ended March 31, 2011 and 2010, estimated interest income of $996,000 and $511,000, respectively, would have been recorded if all such loans had been accruing interest according to their original contractual terms.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The following table summarizes information related to impaired loans as of
March 31, 2011 (dollars in thousands):



|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|--------------------------------------------------- |  | ------------------ | ------ |  | ---------------------- | - | ------ | ---------------- |  | - | ------------------------ |  |  | - | --- | 
|                                                    |  | RecordedInvestment |        |  | UnpaidPrincipalBalance |   |        | RelatedAllowance |  |   | InterestIncomeRecognized | 
|With an allowance recorded:                         |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 5,035  |  |                        | $ | 5,032  |                  |  | $ | 1,535                    |  |  | $ | 3   | 
|Commercial                                          |  |                    | 8,277  |  |                        |   | 8,220  |                  |  |   | 2,091                    |  |  |   | 57  | 
|Construction and land development                   |  |                    | 11,468 |  |                        |   | 11,454 |                  |  |   | 2,313                    |  |  |   | 14  | 
|Second mortgages                                    |  |                    | 272    |  |                        |   | 271    |                  |  |   | 236                      |  |  |   | 1   | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 25,052 |  |                        |   | 24,977 |                  |  |   | 6,175                    |  |  |   | 75  | 
|Commercial loans                                    |  |                    | 1,740  |  |                        |   | 1,740  |                  |  |   | 852                      |  |  |   |    | 
|Consumer installment loans                          |  |                    | 141    |  |                        |   | 141    |                  |  |   | 75                       |  |  |   |    | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Subtotal impaired loans with valuation allowance    |  | $                  | 26,933 |  |                        | $ | 26,858 |                  |  | $ | 7,102                    |  |  | $ | 75  | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|With no related allowance recorded:                 |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 4,888  |  |                        | $ | 4,868  |                  |  | $ |                         |  |  | $ | 20  | 
|Commercial                                          |  |                    | 6,627  |  |                        |   | 6,588  |                  |  |   |                         |  |  |   | 39  | 
|Construction and land development                   |  |                    | 13,152 |  |                        |   | 13,144 |                  |  |   |                         |  |  |   | 8   | 
|Second mortgages                                    |  |                    | 74     |  |                        |   | 74     |                  |  |   |                         |  |  |   |    | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    | 53     |  |                        |   | 53     |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 24,794 |  |                        |   | 24,727 |                  |  |   |                         |  |  |   | 67  | 
|Commercial loans                                    |  |                    | 14     |  |                        |   | 14     |                  |  |   |                         |  |  |   |    | 
|Consumer installment loans                          |  |                    | 15     |  |                        |   | 15     |                  |  |   |                         |  |  |   |    | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Subtotal impaired loans without valuation allowance |  | $                  | 24,823 |  |                        | $ | 24,756 |                  |  | $ |                         |  |  | $ | 67  | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total:                                              |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 9,923  |  |                        | $ | 9,900  |                  |  | $ | 1,535                    |  |  | $ | 23  | 
|Commercial                                          |  |                    | 14,904 |  |                        |   | 14,808 |                  |  |   | 2,091                    |  |  |   | 96  | 
|Construction and land development                   |  |                    | 24,620 |  |                        |   | 24,598 |                  |  |   | 2,313                    |  |  |   | 22  | 
|Second mortgages                                    |  |                    | 346    |  |                        |   | 345    |                  |  |   | 236                      |  |  |   | 1   | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    | 53     |  |                        |   | 53     |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 49,846 |  |                        |   | 49,704 |                  |  |   | 6,175                    |  |  |   | 142 | 
|Commercial loans                                    |  |                    | 1,754  |  |                        |   | 1,754  |                  |  |   | 852                      |  |  |   |    | 
|Consumer installment loans                          |  |                    | 156    |  |                        |   | 156    |                  |  |   | 75                       |  |  |   |    | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total impaired loans                                |  | $                  | 51,756 |  |                        | $ | 51,614 |                  |  | $ | 7,102                    |  |  | $ | 142 | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The following table summarizes information related to impaired loans as of
December 31, 2010 (dollars in thousands):



|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|--------------------------------------------------- |  | ------------------ | ------ |  | ---------------------- | - | ------ | ---------------- |  | - | ------------------------ |  |  | - | --- | 
|                                                    |  | RecordedInvestment |        |  | UnpaidPrincipalBalance |   |        | RelatedAllowance |  |   | InterestIncomeRecognized | 
|With an allowance recorded:                         |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 5,886  |  |                        | $ | 5,858  |                  |  | $ | 1,558                    |  |  | $ | 28  | 
|Commercial                                          |  |                    | 3,314  |  |                        |   | 3,314  |                  |  |   | 901                      |  |  |   |    | 
|Construction and land development                   |  |                    | 9,189  |  |                        |   | 9,094  |                  |  |   | 3,605                    |  |  |   | 95  | 
|Second mortgages                                    |  |                    | 165    |  |                        |   | 161    |                  |  |   | 161                      |  |  |   | 4   | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    | 294    |  |                        |   | 288    |                  |  |   | 100                      |  |  |   | 6   | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 18,848 |  |                        |   | 18,715 |                  |  |   | 6,325                    |  |  |   | 133 | 
|Commercial loans                                    |  |                    | 1,741  |  |                        |   | 1,741  |                  |  |   | 1,341                    |  |  |   |    | 
|Consumer installment loans                          |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Subtotal impaired loans with valuation allowance    |  | $                  | 20,589 |  |                        | $ | 20,456 |                  |  | $ | 7,666                    |  |  | $ | 133 | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|With no related allowance recorded:                 |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 5,666  |  |                        | $ | 5,662  |                  |  | $ |                         |  |  | $ | 4   | 
|Commercial                                          |  |                    | 3,867  |  |                        |   | 3,867  |                  |  |   |                         |  |  |   |    | 
|Construction and land development                   |  |                    | 13,776 |  |                        |   | 13,774 |                  |  |   |                         |  |  |   | 2   | 
|Second mortgages                                    |  |                    | 218    |  |                        |   | 218    |                  |  |   |                         |  |  |   |    | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 23,527 |  |                        |   | 23,521 |                  |  |   |                         |  |  |   | 6   | 
|Commercial loans                                    |  |                    | 909    |  |                        |   | 907    |                  |  |   |                         |  |  |   | 2   | 
|Consumer installment loans                          |  |                    | 91     |  |                        |   | 90     |                  |  |   |                         |  |  |   | 1   | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Subtotal impaired loans without valuation allowance |  | $                  | 24,527 |  |                        | $ | 24,518 |                  |  | $ |                         |  |  | $ | 9   | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total:                                              |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Mortgage loans on real estate:                      |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Residential 1-4 family                              |  | $                  | 11,552 |  |                        | $ | 11,520 |                  |  | $ | 1,558                    |  |  | $ | 32  | 
|Commercial                                          |  |                    | 7,181  |  |                        |   | 7,181  |                  |  |   | 901                      |  |  |   |    | 
|Construction and land development                   |  |                    | 22,965 |  |                        |   | 22,868 |                  |  |   | 3,605                    |  |  |   | 97  | 
|Second mortgages                                    |  |                    | 383    |  |                        |   | 379    |                  |  |   | 161                      |  |  |   | 4   | 
|Multifamily                                         |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|Agriculture                                         |  |                    | 294    |  |                        |   | 288    |                  |  |   | 100                      |  |  |   | 6   | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total real estate loans                             |  |                    | 42,375 |  |                        |   | 42,236 |                  |  |   | 6,325                    |  |  |   | 139 | 
|Commercial loans                                    |  |                    | 2,650  |  |                        |   | 2,648  |                  |  |   | 1,341                    |  |  |   | 2   | 
|Consumer installment loans                          |  |                    | 91     |  |                        |   | 90     |                  |  |   |                         |  |  |   | 1   | 
|All other loans                                     |  |                    |       |  |                        |   |       |                  |  |   |                         |  |  |   |    | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 
|Total impaired loans                                |  | $                  | 45,116 |  |                        | $ | 44,974 |                  |  | $ | 7,666                    |  |  | $ | 142 | 
|                                                    |  |                    |        |  |                        |   |        |                  |  |   |                          |  |  |   |     | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The following table represents non-covered nonaccruals by loan category as of
March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                  |  |                |        |  |                   |   |        | 
|--------------------------------- |  | -------------- | ------ |  | ----------------- | - | ------ | 
|                                  |  | March 31, 2011 |        |  | December 31, 2010 |  
|Mortgage loans on real estate:    |  |                |        |  |                   |   |        | 
|Residential 1-4 family            |  | $              | 8,421  |  |                   | $ | 9,600  | 
|Commercial                        |  |                | 8,589  |  |                   |   | 7,181  | 
|Construction and land development |  |                | 22,804 |  |                   |   | 16,854 | 
|Second mortgages                  |  |                | 289    |  |                   |   | 218    | 
|Multifamily                       |  |                | 0      |  |                   |   |       | 
|Agriculture                       |  |                | 53     |  |                   |   |       | 
|                                  |  |                |        |  |                   |   |        | 
|Total real estate loans           |  |                | 40,156 |  |                   |   | 33,853 | 
|Commercial loans                  |  |                | 1,734  |  |                   |   | 2,619  | 
|Consumer installment loans        |  |                | 0      |  |                   |   | 60     | 
|All other loans                   |  |                | 139    |  |                   |   |       | 
|                                  |  |                |        |  |                   |   |        | 
|Total loans                       |  | $              | 42,029 |  |                   | $ | 36,532 | 
|                                  |  |                |        |  |                   |   |        | 

Substandard and doubtful loans still accruing interest are loans that management expects to ultimately
collect all principal and interest due, but not under the terms of the original contract. A reconciliation of impaired loans to nonaccrual loans at March 31, 2011 and December 31, 2010 is set forth in the table below (dollars in
thousands):



|                               |  |                |        |  |                   |   |        | 
|------------------------------ |  | -------------- | ------ |  | ----------------- | - | ------ | 
|                               |  | March 31, 2011 |        |  | December 31, 2010 |  
|Nonaccruals                    |  | $              | 42,029 |  |                   | $ | 36,532 | 
|Substandard and still accruing |  |                | 9,585  |  |                   |   | 8,088  | 
|Doubtful and still accruing    |  |                |       |  |                   |   | 354    | 
|                               |  |                |        |  |                   |   |        | 
|Total impaired                 |  | $              | 51,614 |  |                   | $ | 44,974 | 
|                               |  |                |        |  |                   |   |        | 

The following table presents an age analysis of past due status of loans by category as of March 31,
2011 and December 31, 2010 (dollars in thousands):



|                                  |  |                  |       |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|--------------------------------- |  | ---------------- | ----- |  | ------------------ | - | ------ | ------------ |  | - | ------- |  |  | -------------------- | ------- |  | -------------------------------------- | - | ------- |  |  | - | --- | 
|                                  |  | March 31, 2011   |      
|                                  |  | 30-89DaysPastDue |       |  | Greaterthan 90Days |   |        | TotalPastDue |  |   | Current |  |  | TotalLoansReceivable |         |  | RecordedInvestment> 90 DaysandAccruing |  
|Mortgage loans on real estate:    |  |                  |       |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Residential 1-4 family            |  | $                | 2,591 |  |                    | $ | 8,421  |              |  | $ | 11,012  |  |  | $                    | 122,315 |  |                                        | $ | 133,327 |  |  | $ |    | 
|Commercial                        |  |                  | 740   |  |                    |   | 8,681  |              |  |   | 9,421   |  |  |                      | 191,596 |  |                                        |   | 201,017 |  |  |   | 92  | 
|Construction and land development |  |                  | 116   |  |                    |   | 22,804 |              |  |   | 22,920  |  |  |                      | 72,366  |  |                                        |   | 95,286  |  |  |   |    | 
|Second mortgages                  |  |                  | 138   |  |                    |   | 289    |              |  |   | 427     |  |  |                      | 8,002   |  |                                        |   | 8,429   |  |  |   |    | 
|Multifamily                       |  |                  | 603   |  |                    |   |       |              |  |   | 603     |  |  |                      | 14,753  |  |                                        |   | 15,356  |  |  |   |    | 
|Agriculture                       |  |                  |      |  |                    |   | 53     |              |  |   | 53      |  |  |                      | 2,967   |  |                                        |   | 3,020   |  |  |   |    | 
|                                  |  |                  |       |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Total real estate loans           |  |                  | 4,188 |  |                    |   | 40,248 |              |  |   | 44,436  |  |  |                      | 411,999 |  |                                        |   | 456,435 |  |  |   | 92  | 
|Commercial loans                  |  |                  | 357   |  |                    |   | 1,924  |              |  |   | 2,281   |  |  |                      | 44,811  |  |                                        |   | 47,092  |  |  |   | 190 | 
|Consumer installment loans        |  |                  | 49    |  |                    |   | 139    |              |  |   | 188     |  |  |                      | 8,518   |  |                                        |   | 8,706   |  |  |   |    | 
|All other loans                   |  |                  |      |  |                    |   |       |              |  |   |        |  |  |                      | 2,245   |  |                                        |   | 2,245   |  |  |   |    | 
|                                  |  |                  |       |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Total loans                       |  | $                | 4,594 |  |                    | $ | 42,311 |              |  | $ | 46,905  |  |  | $                    | 467,573 |  |                                        | $ | 514,478 |  |  | $ | 282 | 
|                                  |  |                  |       |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



|                                  |  |                   |        |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|--------------------------------- |  | ----------------- | ------ |  | ------------------ | - | ------ | ------------ |  | - | ------- |  |  | -------------------- | ------- |  | -------------------------------------- | - | ------- |  |  | - | --- | 
|                                  |  | December 31, 2010 |       
|                                  |  | 30-89DaysPastDue  |        |  | Greaterthan 90Days |   |        | TotalPastDue |  |   | Current |  |  | TotalLoansReceivable |         |  | RecordedInvestment> 90 DaysandAccruing |  
|Mortgage loans on real estate:    |  |                   |        |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Residential 1-4 family            |  | $                 | 3,444  |  |                    | $ | 9,989  |              |  | $ | 13,433  |  |  | $                    | 124,089 |  |                                        | $ | 137,522 |  |  | $ | 389 | 
|Commercial                        |  |                   | 1,711  |  |                    |   | 7,181  |              |  |   | 8,892   |  |  |                      | 196,142 |  |                                        |   | 205,034 |  |  |   |    | 
|Construction and land development |  |                   | 8,241  |  |                    |   | 16,854 |              |  |   | 25,095  |  |  |                      | 78,668  |  |                                        |   | 103,763 |  |  |   |    | 
|Second mortgages                  |  |                   | 194    |  |                    |   | 218    |              |  |   | 412     |  |  |                      | 9,268   |  |                                        |   | 9,680   |  |  |   |    | 
|Multifamily                       |  |                   |       |  |                    |   |       |              |  |   |        |  |  |                      | 9,831   |  |                                        |   | 9,831   |  |  |   |    | 
|Agriculture                       |  |                   | 288    |  |                    |   |       |              |  |   | 288     |  |  |                      | 3,532   |  |                                        |   | 3,820   |  |  |   |    | 
|                                  |  |                   |        |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Total real estate loans           |  |                   | 13,878 |  |                    |   | 34,242 |              |  |   | 48,120  |  |  |                      | 421,530 |  |                                        |   | 469,650 |  |  |   | 389 | 
|Commercial loans                  |  |                   | 610    |  |                    |   | 2,619  |              |  |   | 3,229   |  |  |                      | 41,139  |  |                                        |   | 44,368  |  |  |   |    | 
|Consumer installment loans        |  |                   | 121    |  |                    |   | 60     |              |  |   | 181     |  |  |                      | 9,630   |  |                                        |   | 9,811   |  |  |   |    | 
|All other loans                   |  |                   |       |  |                    |   |       |              |  |   |        |  |  |                      | 1,993   |  |                                        |   | 1,993   |  |  |   |    | 
|                                  |  |                   |        |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 
|Total loans                       |  | $                 | 14,609 |  |                    | $ | 36,921 |              |  | $ | 51,530  |  |  | $                    | 474,292 |  |                                        | $ | 525,822 |  |  | $ | 389 | 
|                                  |  |                   |        |  |                    |   |        |              |  |   |         |  |  |                      |         |  |                                        |   |         |  |  |   |     | 

Activity in the allowance for loan losses on non-covered loans for the three months ended March 31,
2011 and the year ended December 31, 2010 was comprised of the following (dollars in thousands):



|                                |  |                                   |        |   |                             |   |         |  
|------------------------------- |  | --------------------------------- | ------ | - | --------------------------- | - | ------- | -
|                                |  | Three months endedMarch 
31, 2011 |        |   | Year endedDecember 31, 2010 |  
|Beginning allowance             |  | $                                 | 25,543 |   |                             | $ | 18,169  |  
|Provision for loan losses       |  |                                   | 1,498  |   |                             |   | 26,483  |  
|Recoveries of loans charged off |  |                                   | 135    |   |                             |   | 951     |  
|Loans charged off               |  |                                   | (5,634 | ) |                             |   | (20,060 | )
|                                |  |                                   |        |   |                             |   |         |  
|Allowance at end of period      |  | $                                 | 21,542 |   |                             | $ | 25,543  |  
|                                |  |                                   |        |   |                             |   |         |  

The following table presents activity in the allowance for loan losses on non-covered loans by loan category
for the three months ended March 31, 2011 (dollars in thousands):



|                                  |  |                             |        |  |                     |   |        |            |  |   |            |   |  |                                  |     |  |  |   |        | 
|--------------------------------- |  | --------------------------- | ------ |  | ------------------- | - | ------ | ---------- |  | - | ---------- | - |  | -------------------------------- | --- |  |  | - | ------ | 
|                                  |  | Year endedDecember 31, 2010 |        |  | ProvisionAllocation |   |        | Chargeoffs |  |   | Recoveries |   |  | Three months endedMarch 31, 2011 |    
|Mortgage loans on real estate:    |  |                             |        |  |                     |   |        |            |  |   |            |   |  |                                  |     |  |  |   |        | 
|Residential 1-4 family            |  | $                           | 6,262  |  |                     | $ | (2,251 | )          |  | $ | (322       | ) |  | $                                | 16  |  |  | $ | 3,705  | 
|Commercial                        |  |                             | 5,287  |  |                     |   | 2,107  |            |  |   | (1,489     | ) |  |                                  | 4   |  |  |   | 5,909  | 
|Construction and land development |  |                             | 10,039 |  |                     |   | 37     |            |  |   | (1,767     | ) |  |                                  |    |  |  |   | 8,309  | 
|Second mortgages                  |  |                             | 406    |  |                     |   | (9     | )          |  |   |           |   |  |                                  | 1   |  |  |   | 398    | 
|Multifamily                       |  |                             | 260    |  |                     |   | 12     |            |  |   |           |   |  |                                  |    |  |  |   | 272    | 
|Agriculture                       |  |                             | 266    |  |                     |   | (195   | )          |  |   |           |   |  |                                  |    |  |  |   | 71     | 
|                                  |  |                             |        |  |                     |   |        |            |  |   |            |   |  |                                  |     |  |  |   |        | 
|Total real estate loans           |  |                             | 22,520 |  |                     |   | (299   | )          |  |   | (3,578     | ) |  |                                  | 21  |  |  |   | 18,664 | 
|Commercial loans                  |  |                             | 2,691  |  |                     |   | 1,920  |            |  |   | (2,003     | ) |  |                                  | 19  |  |  |   | 2,627  | 
|Consumer installment loans        |  |                             | 257    |  |                     |   | (102   | )          |  |   | (7         | ) |  |                                  | 63  |  |  |   | 211    | 
|All other loans                   |  |                             | 75     |  |                     |   | (21    | )          |  |   | (46        | ) |  |                                  | 32  |  |  |   | 40     | 
|                                  |  |                             |        |  |                     |   |        |            |  |   |            |   |  |                                  |     |  |  |   |        | 
|Total non-covered loans           |  | $                           | 25,543 |  |                     | $ | 1,498  |            |  | $ | (5,634     | ) |  | $                                | 135 |  |  | $ | 21,542 | 
|                                  |  |                             |        |  |                     |   |        |            |  |   |            |   |  |                                  |     |  |  |   |        | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The following table presents charge-offs and recoveries for non-covered loans by loan
category for the year ended December 31, 2010 (dollars in thousands):



|                                  |  |                              |        |  |            |   |      |                |  |   |        | 
|--------------------------------- |  | ---------------------------- | ------ |  | ---------- | - | ---- | -------------- |  | - | ------ | 
|                                  |  | Year ended December 31, 2010 |       
|                                  |  | Charge-offs                  |        |  | Recoveries |   |      | NetCharge-offs | 
|Mortgage loans on real estate:    |  |                              |        |  |            |   |      |                |  |   |        | 
|Residential 1-4 family            |  | $                            | 2,461  |  |            | $ | (1   | )              |  | $ | 2,460  | 
|Commercial                        |  |                              | 1,352  |  |            |   | (508 | )              |  |   | 844    | 
|Construction and land development |  |                              | 12,759 |  |            |   | (103 | )              |  |   | 12,656 | 
|Second mortgages                  |  |                              | 360    |  |            |   | (79  | )              |  |   | 281    | 
|Multifamily                       |  |                              | 375    |  |            |   |     |                |  |   | 375    | 
|Agriculture                       |  |                              |       |  |            |   |     |                |  |   |       | 
|                                  |  |                              |        |  |            |   |      |                |  |   |        | 
|Total real estate loans           |  |                              | 17,307 |  |            |   | (691 | )              |  |   | 16,616 | 
|Commercial loans                  |  |                              | 2,125  |  |            |   | (178 | )              |  |   | 1,947  | 
|Consumer installment loans        |  |                              | 497    |  |            |   | (19  | )              |  |   | 478    | 
|All other loans                   |  |                              | 131    |  |            |   | (63  | )              |  |   | 68     | 
|                                  |  |                              |        |  |            |   |      |                |  |   |        | 
|Total non-covered loans           |  | $                            | 20,060 |  |            | $ | (951 | )              |  | $ | 19,109 | 
|                                  |  |                              |        |  |            |   |      |                |  |   |        | 

The following table presents information on the non-covered loans evaluated for impairment in the allowance
for loan losses as of March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|--------------------------------- |  | ----------------------------------- | ------ |  | ----------------------------------- | - | ------ | ----- |  | - | ----------------------------------- |  |  | ----------------------------------- | ------- |  | ----- | - | ------- |  |  | - | ------- | 
|                                  |  | March 31, 2011                      |       
|                                  |  | Allowance for Loan Losses           |        |  | Recorded Investment in Loans        |  
|                                  |  | IndividuallyEvaluated forImpairment |        |  | CollectivelyEvaluated forImpairment |   |        | Total |  |   | IndividuallyEvaluated forImpairment |  |  | CollectivelyEvaluated forImpairment |         |  | Total |  
|Mortgage loans on real estate:    |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Residential 1-4 family            |  | $                                   | 1,802  |  |                                     | $ | 1,903  |       |  | $ | 3,705                               |  |  | $                                   | 13,582  |  |       | $ | 119,745 |  |  | $ | 133,327 | 
|Commercial                        |  |                                     | 3,016  |  |                                     |   | 2,893  |       |  |   | 5,909                               |  |  |                                     | 48,371  |  |       |   | 152,646 |  |  |   | 201,017 | 
|Construction and land development |  |                                     | 4,957  |  |                                     |   | 3,352  |       |  |   | 8,309                               |  |  |                                     | 40,961  |  |       |   | 54,325  |  |  |   | 95,286  | 
|Second mortgages                  |  |                                     | 249    |  |                                     |   | 149    |       |  |   | 398                                 |  |  |                                     | 498     |  |       |   | 7,931   |  |  |   | 8,429   | 
|Multifamily                       |  |                                     |       |  |                                     |   | 272    |       |  |   | 272                                 |  |  |                                     |        |  |       |   | 15,356  |  |  |   | 15,356  | 
|Agriculture                       |  |                                     | 18     |  |                                     |   | 53     |       |  |   | 71                                  |  |  |                                     | 251     |  |       |   | 2,769   |  |  |   | 3,020   | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Total real estate loans           |  |                                     | 10,042 |  |                                     |   | 8,622  |       |  |   | 18,664                              |  |  |                                     | 103,663 |  |       |   | 352,772 |  |  |   | 456,435 | 
|Commercial loans                  |  |                                     | 1,068  |  |                                     |   | 1,559  |       |  |   | 2,627                               |  |  |                                     | 4,098   |  |       |   | 42,994  |  |  |   | 47,092  | 
|Consumer installment loans        |  |                                     | 85     |  |                                     |   | 126    |       |  |   | 211                                 |  |  |                                     | 296     |  |       |   | 8,410   |  |  |   | 8,706   | 
|All other loans                   |  |                                     |       |  |                                     |   | 40     |       |  |   | 40                                  |  |  |                                     |        |  |       |   | 2,245   |  |  |   | 2,245   | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Total loans                       |  | $                                   | 11,195 |  |                                     | $ | 10,347 |       |  | $ | 21,542                              |  |  | $                                   | 108,057 |  |       | $ | 406,421 |  |  | $ | 514,478 | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|--------------------------------- |  | ----------------------------------- | ------ |  | ----------------------------------- | - | ------ | ----- |  | - | ----------------------------------- |  |  | ----------------------------------- | ------- |  | ----- | - | ------- |  |  | - | ------- | 
|                                  |  | December 31, 2010                   |       
|                                  |  | Allowance for Loan Losses           |        |  | Recorded Investment in Loans        |  
|                                  |  | IndividuallyEvaluated forImpairment |        |  | CollectivelyEvaluated forImpairment |   |        | Total |  |   | IndividuallyEvaluated forImpairment |  |  | CollectivelyEvaluated forImpairment |         |  | Total |  
|Mortgage loans on real estate:    |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Residential 1-4 family            |  | $                                   | 2,753  |  |                                     | $ | 3,509  |       |  | $ | 6,262                               |  |  | $                                   | 14,347  |  |       | $ | 123,175 |  |  | $ | 137,522 | 
|Commercial                        |  |                                     | 2,967  |  |                                     |   | 2,320  |       |  |   | 5,287                               |  |  |                                     | 48,552  |  |       |   | 156,482 |  |  |   | 205,034 | 
|Construction and land development |  |                                     | 5,392  |  |                                     |   | 4,647  |       |  |   | 10,039                              |  |  |                                     | 39,712  |  |       |   | 64,051  |  |  |   | 103,763 | 
|Second mortgages                  |  |                                     | 179    |  |                                     |   | 227    |       |  |   | 406                                 |  |  |                                     | 339     |  |       |   | 9,341   |  |  |   | 9,680   | 
|Multifamily                       |  |                                     |       |  |                                     |   | 260    |       |  |   | 260                                 |  |  |                                     |        |  |       |   | 9,831   |  |  |   | 9,831   | 
|Agriculture                       |  |                                     | 174    |  |                                     |   | 92     |       |  |   | 266                                 |  |  |                                     | 1,027   |  |       |   | 2,793   |  |  |   | 3,820   | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Total real estate loans           |  |                                     | 11,465 |  |                                     |   | 11,055 |       |  |   | 22,520                              |  |  |                                     | 103,977 |  |       |   | 365,673 |  |  |   | 469,650 | 
|Commercial loans                  |  |                                     | 1,347  |  |                                     |   | 1,344  |       |  |   | 2,691                               |  |  |                                     | 4,975   |  |       |   | 39,393  |  |  |   | 44,368  | 
|Consumer installment loans        |  |                                     | 30     |  |                                     |   | 227    |       |  |   | 257                                 |  |  |                                     | 209     |  |       |   | 9,602   |  |  |   | 9,811   | 
|All other loans                   |  |                                     |       |  |                                     |   | 75     |       |  |   | 75                                  |  |  |                                     |        |  |       |   | 1,993   |  |  |   | 1,993   | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 
|Total loans                       |  | $                                   | 12,842 |  |                                     | $ | 12,701 |       |  | $ | 25,543                              |  |  | $                                   | 109,161 |  |       | $ | 416,661 |  |  | $ | 525,822 | 
|                                  |  |                                     |        |  |                                     |   |        |       |  |   |                                     |  |  |                                     |         |  |       |   |         |  |  |   |         | 



Loans individually evaluated for
impairment include all loans reviewed regardless of whether or not they were deemed impaired.

Non-covered loans are monitored
for credit quality on a recurring basis. These credit quality indicators are defined as follows:

Pass - A pass related loan is
not adversely classified, as it does not display any of the characteristics for adverse classification.

Special Mention - A
special mention loan has potential weaknesses that deserve managements close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special
mention loans are not adversely classified and do not warrant adverse classification.

Substandard - A substandard loan is
inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the
debt. These loans are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful - A
doubtful loan has all the weaknesses inherent in a loan classified as substandard with the added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts,
conditions, and values.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The following tables present the composition of non-covered loans by credit quality
indicator at March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|--------------------------------- |  | ----------------- | ------- |  | -------------- | - | ------ | ----------- |  | - | -------- |  |  | ----- | ----- |  |  | - | ------- | 
|                                  |  | March 31, 2011    |        
|                                  |  | Pass              |         |  | SpecialMention |   |        | Substandard |  |   | Doubtful |  |  | Total |      
|Mortgage loans on real estate:    |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Residential 1-4 family            |  | $                 | 109,298 |  |                | $ | 10,568 |             |  | $ | 11,194   |  |  | $     | 2,267 |  |  | $ | 133,327 | 
|Commercial                        |  |                   | 133,932 |  |                |   | 18,714 |             |  |   | 47,871   |  |  |       | 500   |  |  |   | 201,017 | 
|Construction and land development |  |                   | 40,746  |  |                |   | 13,580 |             |  |   | 40,480   |  |  |       | 480   |  |  |   | 95,286  | 
|Second mortgages                  |  |                   | 7,195   |  |                |   | 735    |             |  |   | 336      |  |  |       | 163   |  |  |   | 8,429   | 
|Multifamily                       |  |                   | 11,768  |  |                |   | 3,588  |             |  |   |         |  |  |       |      |  |  |   | 15,356  | 
|Agriculture                       |  |                   | 2,429   |  |                |   | 340    |             |  |   | 251      |  |  |       |      |  |  |   | 3,020   | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Total real estate loans           |  |                   | 305,368 |  |                |   | 47,525 |             |  |   | 100,132  |  |  |       | 3,410 |  |  |   | 456,435 | 
|Commercial loans                  |  |                   | 41,055  |  |                |   | 1,944  |             |  |   | 3,161    |  |  |       | 932   |  |  |   | 47,092  | 
|Consumer installment loans        |  |                   | 7,794   |  |                |   | 639    |             |  |   | 262      |  |  |       | 11    |  |  |   | 8,706   | 
|All other loans                   |  |                   | 1,888   |  |                |   | 357    |             |  |   |         |  |  |       |      |  |  |   | 2,245   | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Total loans                       |  | $                 | 356,105 |  |                | $ | 50,465 |             |  | $ | 103,555  |  |  | $     | 4,353 |  |  | $ | 514,478 | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|                                  | 
|                                  |  | December 31, 2010 |        
|                                  |  | Pass              |         |  | SpecialMention |   |        | Substandard |  |   | Doubtful |  |  | Total |      
|Mortgage loans on real estate:    |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Residential 1-4 family            |  | $                 | 112,595 |  |                | $ | 8,444  |             |  | $ | 13,839   |  |  | $     | 2,644 |  |  | $ | 137,522 | 
|Commercial                        |  |                   | 140,064 |  |                |   | 15,619 |             |  |   | 48,816   |  |  |       | 535   |  |  |   | 205,034 | 
|Construction and land development |  |                   | 45,448  |  |                |   | 17,156 |             |  |   | 39,183   |  |  |       | 1,976 |  |  |   | 103,763 | 
|Second mortgages                  |  |                   | 8,615   |  |                |   | 550    |             |  |   | 352      |  |  |       | 163   |  |  |   | 9,680   | 
|Multifamily                       |  |                   | 6,726   |  |                |   | 3,105  |             |  |   |         |  |  |       |      |  |  |   | 9,831   | 
|Agriculture                       |  |                   | 2,440   |  |                |   | 345    |             |  |   | 1,035    |  |  |       |      |  |  |   | 3,820   | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Total real estate loans           |  |                   | 315,888 |  |                |   | 45,219 |             |  |   | 103,225  |  |  |       | 5,318 |  |  |   | 469,650 | 
|Commercial loans                  |  |                   | 36,452  |  |                |   | 1,506  |             |  |   | 4,604    |  |  |       | 1,806 |  |  |   | 44,368  | 
|Consumer installment loans        |  |                   | 9,028   |  |                |   | 471    |             |  |   | 278      |  |  |       | 34    |  |  |   | 9,811   | 
|All other loans                   |  |                   | 1,993   |  |                |   |       |             |  |   |         |  |  |       |      |  |  |   | 1,993   | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 
|Total loans                       |  | $                 | 363,361 |  |                | $ | 47,196 |             |  | $ | 108,107  |  |  | $     | 7,158 |  |  | $ | 525,822 | 
|                                  |  |                   |         |  |                |   |        |             |  |   |          |  |  |       |       |  |  |   |         | 

At March 31, 2011, the Company had 1-4 family mortgages in the amount $183.4 million pledged as
collateral to the FHLB for a total borrowing capacity of $129.7 million.

4. LOANS COVERED BY FDIC SHARED LOSS AGREEMENT (COVERED
LOANS)

The Company is applying the provisions of FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated
Credit Quality, to all loans acquired in the SFSB acquisition (the covered loans). Of the total $198.3 million in loans acquired, $49.1 million met the criteria of ASC 310-30. These loans, consisting mainly of construction loans, were
deemed impaired at the acquisition date. The remaining $149.1 million of loans acquired, comprised mainly of residential 1-4 family, were analogized to meet the criteria of ASC 310-30. Analysis of this portfolio revealed that SFSB utilized weak
underwriting and documentation standards, which led the Company to believe that significant losses were probable given the economic environment at the time.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



As of March 31, 2011 and December 31, 2010, the outstanding balance of the
covered loans was $182.3 million and $191.5 million, respectively. The carrying amount, by loan type, as of these dates is as follows (dollars in thousands):



|                                  |  |                |         |  |                   |  |        |        |  |   |                  |  |  |  |        |  
|--------------------------------- |  | -------------- | ------- |  | ----------------- |  | ------ | ------ |  | - | ---------------- |  |  |  | ------ | -
|                                  |  | March 31, 2011 |         |  | December 31, 2010 | 
|                                  |  | Amount         |         |  | % ofCoveredLoans  |  |        | Amount |  |   | % ofCoveredLoans | 
|Mortgage loans on real estate:    |  |                |         |  |                   |  |        |        |  |   |                  |  |  |  |        |  
|Residential 1-4 family            |  | $              | 93,726  |  |                   |  | 86.52  | %      |  | $ | 99,313           |  |  |  | 85.96  | %
|Commercial                        |  |                | 2,700   |  |                   |  | 2.49   |        |  |   | 2,800            |  |  |  | 2.42   |  
|Construction and land development |  |                | 4,756   |  |                   |  | 4.39   |        |  |   | 5,751            |  |  |  | 4.98   |  
|Second mortgages                  |  |                | 6,946   |  |                   |  | 6.41   |        |  |   | 7,541            |  |  |  | 6.53   |  
|Multifamily                       |  |                | 32      |  |                   |  | 0.03   |        |  |   | 38               |  |  |  | 0.03   |  
|Agriculture                       |  |                |        |  |                   |  |       |        |  |   |                 |  |  |  |       |  
|                                  |  |                |         |  |                   |  |        |        |  |   |                  |  |  |  |        |  
|Total real estate loans           |  |                | 108,160 |  |                   |  | 99.84  |        |  |   | 115,443          |  |  |  | 99.92  |  
|Commercial loans                  |  |                |        |  |                   |  |       |        |  |   |                 |  |  |  |       |  
|Consumer installment loans        |  |                | 169     |  |                   |  | 0.16   |        |  |   | 94               |  |  |  | 0.08   |  
|All other loans                   |  |                |        |  |                   |  |       |        |  |   |                 |  |  |  |       |  
|                                  |  |                |         |  |                   |  |        |        |  |   |                  |  |  |  |        |  
|Gross covered loans               |  | $              | 108,329 |  |                   |  | 100.00 | %      |  | $ | 115,537          |  |  |  | 100.00 | %
|                                  |  |                |         |  |                   |  |        |        |  |   |                  |  |  |  |        |  

Activity in the allowance for loan losses on covered loans for the three months ended March 31, 2011
and the year ended December 31, 2010 was comprised of the following the following (dollars in thousands):



|                                |  |                                   |     |  |                             |   |      |  
|------------------------------- |  | --------------------------------- | --- |  | --------------------------- | - | ---- | -
|                                |  | Three months endedMarch 
31, 2011 |     |  | Year endedDecember 31, 2010 |  
|Beginning allowance             |  | $                                 | 829 |  |                             | $ |     |  
|Provision for loan losses       |  |                                   |    |  |                             |   | 880  |  
|Recoveries of loans charged off |  |                                   |    |  |                             |   | 205  |  
|Loans charged off               |  |                                   |    |  |                             |   | (256 | )
|                                |  |                                   |     |  |                             |   |      |  
|Allowance at end of period      |  | $                                 | 829 |  |                             | $ | 829  |  
|                                |  |                                   |     |  |                             |   |      |  

The following table presents information on the covered loans collectively evaluated for impairment in the
allowance for loan losses at March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                  |  |                          |     |  |                            |   |         |                          |  |   |                            |  |  |   |         | 
|--------------------------------- |  | ------------------------ | --- |  | -------------------------- | - | ------- | ------------------------ |  | - | -------------------------- |  |  | - | ------- | 
|                                  |  | March 31, 2011           |     |  | December 31, 2010          |  
|                                  |  | Allowance forloan losses |     |  | Recordedinvestmentin loans |   |         | Allowance forloan losses |  |   | Recordedinvestmentin loans | 
|Mortgage loans on real estate:    |  |                          |     |  |                            |   |         |                          |  |   |                            |  |  |   |         | 
|Residential 1-4 family            |  | $                        | 526 |  |                            | $ | 93,726  |                          |  | $ | 526                        |  |  | $ | 99,313  | 
|Commercial                        |  |                          | 303 |  |                            |   | 2,700   |                          |  |   | 303                        |  |  |   | 2,800   | 
|Construction and land development |  |                          |    |  |                            |   | 4,756   |                          |  |   |                           |  |  |   | 5,751   | 
|Second mortgages                  |  |                          |    |  |                            |   | 6,946   |                          |  |   |                           |  |  |   | 7,541   | 
|Multifamily                       |  |                          |    |  |                            |   | 32      |                          |  |   |                           |  |  |   | 38      | 
|Agriculture                       |  |                          |    |  |                            |   |        |                          |  |   |                           |  |  |   |        | 
|                                  |  |                          |     |  |                            |   |         |                          |  |   |                            |  |  |   |         | 
|Total real estate loans           |  |                          | 829 |  |                            |   | 108,160 |                          |  |   | 829                        |  |  |   | 115,443 | 
|Commercial loans                  |  |                          |    |  |                            |   |        |                          |  |   |                           |  |  |   |        | 
|Consumer installment loans        |  |                          |    |  |                            |   | 169     |                          |  |   |                           |  |  |   | 94      | 
|All other loans                   |  |                          |    |  |                            |   |        |                          |  |   |                           |  |  |   |        | 
|                                  |  |                          |     |  |                            |   |         |                          |  |   |                            |  |  |   |         | 
|Gross covered loans               |  | $                        | 829 |  |                            | $ | 108,329 |                          |  | $ | 829                        |  |  | $ | 115,537 | 
|                                  |  |                          |     |  |                            |   |         |                          |  |   |                            |  |  |   |         | 



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



The change in the accretable yield balance for the three months ended March 31,
2011 and the year ended December 31, 2010 is as follows (dollars in thousands):



|                                                |  |   |         |  
|----------------------------------------------- |  | - | ------- | -
|Balance, January 1, 2010                        |  | $ | 56,792  |  
|Accretion                                       |  |   | (13,759 | )
|Reclassification from (to) Non-accretable Yield |  |   | 32,685  |  
|                                                |  |   |         |  
|Balance, December 31, 2010                      |  |   | 75,718  |  
|Accretion                                       |  |   | (3,820  | )
|Reclassification from (to) Non-accretable Yield |  |   | (102    | )
|                                                |  |   |         |  
|Balance, March 31, 2011                         |  | $ | 71,796  |  
|                                                |  |   |         |  

The covered loans are not classified as nonperforming assets as of March 31, 2011, as the loans are
accounted for on a pooled basis, and interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased loans. As of March 31, 2011, there was an
allowance for loan losses recorded on covered loans of $829,000. This allowance is the result of a change in the timing of expected cash flows for one of the covered loan pools.

At December 31, 2010, the acquisition, construction and development (ADC) pool originally purchased from the FDIC in 2009 had a
carrying value of $410,000 in accordance with FASB Accounting Standards Codification (ASC) 310-30 (originally issued as AICPA Statement of Position No. 03-3, Loans and Debt Securities Acquired with Deteriorated Credit Quality). The
amount and timing of future cash flows on the ADC pool, based on an analysis of the loans in the pool, were determined to be not reasonably estimatable. As a result, during the quarter ended March 31, 2011, management applied the cost recovery
method to the ADC loan pool, which requires that all cash payments first be applied to principal. During the first quarter of 2011, sufficient cash payments were received on the ADC pool to lower the carrying value to $0, with excess payments being
applied to interest income. Any subsequent payments will now be recognized as interest income.

5. FDIC AGREEMENTS AND FDIC
INDEMNIFICATION ASSET

On January 30, 2009, the Company entered into a Purchase and Assumption Agreement with the FDIC
to assume all of the deposits and certain other liabilities and acquire substantially all of the assets of SFSB. Under the shared loss agreements that are part of that agreement, the FDIC will reimburse the Bank for 80% of losses arising from
covered loans and foreclosed real estate assets on the first $118 million in losses of such covered loans and foreclosed real estate assets and for 95% of losses on covered loans and foreclosed real estate assets thereafter. Under the shared loss
agreements, a loss on a covered loan or foreclosed real estate is defined generally as a realized loss incurred through a permitted disposition, foreclosure, short-sale or restructuring of the covered loan or foreclosed real estate. The
reimbursements for losses on single family one-to-four residential mortgage loans are to be made monthly until the end of the month in which the tenth anniversary of the closing of the SFSB transaction occurs, and the reimbursements for losses on
other covered assets are to be made quarterly until the end of the quarter in which the eighth anniversary of the closing of the SFSB transaction occurs. The shared loss agreements provide for indemnification from the first dollar of losses without
any threshold requirement. The reimbursable losses from the FDIC are based on the book value of the relevant loan as determined by the FDIC at the date of the SFSB transaction. New loans made after that date are not covered by the shared loss
agreements. The carrying value of the shared loss agreements is detailed below.

The Company is accounting for the shared loss
agreements as an indemnification asset pursuant to the guidance in FASB ASC 805. The FDIC indemnification asset was measured at fair value at the time of acquisition, as it is required to be measured in the same manner as the asset or liability to
which it relates. The FDIC indemnification asset is measured separately from the covered loans and other real estate owned assets because it is not contractually embedded in the covered loan and other real estate owned assets and is not transferable
should the Company choose to dispose of them. Fair value at the acquisition date was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and other real estate owned and the
loss sharing percentages outlined in the shared loss agreements. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Because the acquired loans are subject to a shared loss agreement and the corresponding
indemnification asset exists to represent the value of expected payments from the FDIC, increases and decreases in loan accretable yield due to changing loss expectations will also have an impact on the valuation of the FDIC indemnification asset.
Improvement in loss expectations will typically increase loan accretable yield and decrease the value of the FDIC indemnification asset and, in some instances, result in an amortizable premium on the FDIC indemnification asset. Increases in loss
expectations will typically be recognized as impairment in the current period through allowance for loan losses while resulting in additional noninterest income for the amount of the increase in the FDIC indemnification asset.

In addition to the premium amortization, the balance of the FDIC indemnification asset is affected by expected payments from the FDIC.
Under the terms of the shared loss agreements, the FDIC will reimburse the Company for loss events incurred related to the covered loan portfolio. These events include such things as future writedowns due to decreases in the fair market value of
other real estate owned (OREO), net loan charge-offs and recoveries, and net gains and losses on OREO sales.

The following
table presents the balances of the FDIC indemnification asset related to the SFSB transaction at March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                                   |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|-------------------------------------------------- |  | ------------------------- | ------- | - | ------------------------- | - | ------- | --------------------------------- |  | - | ----------------------------- | - |  | - | ------ | -
|                                                   |  | AnticipatedExpectedLosses |         |   | EstimatedLossSharingValue |   |         | AmortizablePremium(Discount)at PV |  |   | FDICIndemnificationAssetTotal |  
|January 1, 2010                                    |  | $                         | 88,943  |   |                           | $ | 71,090  |                                   |  | $ | 5,017                         |   |  | $ | 76,107 |  
|Increases:                                         |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Writedown of OREO property to FMV                  |  |                           | 3,028   |   |                           |   | 2,422   |                                   |  |   |                               |   |  |   | 2,422  |  
|Decreases:                                         |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Net amortization of premium                        |  |                           |         |   |                           |   |         |                                   |  |   | (3,165                        | ) |  |   | (3,165 | )
|Reclassifications to FDIC receivable:              |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Net loan charge-offs and recoveries                |  |                           | (8,521  | ) |                           |   | (6,817  | )                                 |  |   |                               |   |  |   | (6,817 | )
|OREO sales                                         |  |                           | (8,858  | ) |                           |   | (7,086  | )                                 |  |   |                               |   |  |   | (7,086 | )
|Reimbursements requested from FDIC                 |  |                           | (3,865  | ) |                           |   | (3,092  | )                                 |  |   |                               |   |  |   | (3,092 | )
|Reforecasted Change in Anticipated Expected Losses |  |                           | (24,477 | ) |                           |   | (19,517 | )                                 |  |   | 19,517                        |   |  |   |       |  
|                                                   |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|December 31, 2010                                  |  |                           | 46,250  |   |                           |   | 37,000  |                                   |  |   | 21,369                        |   |  |   | 58,369 |  
|Increases:                                         |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Writedown of OREO property to FMV                  |  |                           | 875     |   |                           |   | 700     |                                   |  |   |                               |   |  |   | 700    |  
|Decreases:                                         |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Net amortization of premium                        |  |                           |         |   |                           |   |         |                                   |  |   | (2,745                        | ) |  |   | (2,745 | )
|Reclassifications to FDIC receivable:              |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|Net loan charge-offs and recoveries                |  |                           | (650    | ) |                           |   | (520    | )                                 |  |   |                               |   |  |   | (520   | )
|OREO sales                                         |  |                           | (12     | ) |                           |   | (10     | )                                 |  |   |                               |   |  |   | (10    | )
|Reimbursements requested from FDIC                 |  |                           | (324    | ) |                           |   | (259    | )                                 |  |   |                               |   |  |   | (259   | )
|Reforecasted Change in Anticipated Expected Losses |  |                           | (4,693  | ) |                           |   | (3,754  | )                                 |  |   | 3,754                         |   |  |   |       |  
|                                                   |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  
|March 31, 2011                                     |  | $                         | 41,446  |   |                           | $ | 33,157  |                                   |  | $ | 22,378                        |   |  | $ | 55,535 |  
|                                                   |  |                           |         |   |                           |   |         |                                   |  |   |                               |   |  |   |        |  

6. OTHER INTANGIBLES

Core deposit intangible assets are amortized over the period of expected benefit, ranging from 2.6 to 9 years. Core deposit intangibles are recognized, amortized and evaluated for impairment as
required by ASC 350. As a result of the mergers with TFC and BOE, the Company recorded $15.0 million in core deposit intangible assets. Core deposit intangibles resulting from the Georgia and Maryland transactions equaled $3.2 million and
$2.2 million, respectively, and will be amortized over approximately 9 years.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Other intangible assets are presented in the following table (dollars in thousands):



|                          |  |                         |        |  
|------------------------- |  | ----------------------- | ------ | -
|                          |  | Core DepositIntangibles |       
|Balance January 1, 2010   |  | $                       | 17,080 |  
|Amortization              |  |                         | (2,261 | )
|                          |  |                         |        |  
|Balance December 31, 2010 |  |                         | 14,819 |  
|Amortization              |  |                         | (565   | )
|                          |  |                         |        |  
|Balance March 31, 2011    |  | $                       | 14,254 |  
|                          |  |                         |        |  

7. DEPOSITS

The following table provides interest-bearing deposit information, by type, as of March 31, 2011 and December 31, 2010 (dollars in thousands):



|                                 |  |                |         |  |                   |   |         | 
|-------------------------------- |  | -------------- | ------- |  | ----------------- | - | ------- | 
|                                 |  | March 31, 2011 |         |  | December 31, 2010 |  
|NOW                              |  | $              | 105,870 |  |                   | $ | 106,248 | 
|MMDA                             |  |                | 127,284 |  |                   |   | 127,594 | 
|Savings                          |  |                | 66,733  |  |                   |   | 64,121  | 
|Time deposits less than $100,000 |  |                | 346,018 |  |                   |   | 367,333 | 
|Time deposits $100,000 and over  |  |                | 219,508 |  |                   |   | 234,070 | 
|                                 |  |                |         |  |                   |   |         | 
|Total interest-bearing deposits  |  | $              | 865,413 |  |                   | $ | 899,366 | 
|                                 |  |                |         |  |                   |   |         | 

8. FAIR VALUES OF ASSETS AND LIABILITIES

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable
inputs and also establishes a fair value hierarchy that prioritizes the valuation inputs into three broad levels. 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 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 or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3Valuation is determined using model-based techniques with significant assumptions not observable in the market. These unobservable
assumptions reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of third party pricing services, option pricing models, discounted cash
flow models and similar techniques.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FASB ASC 825, Financial Instruments, allows an entity the
irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Company has not made any material ASC 825 elections as of March 31, 2011.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company utilizes fair value measurements to record adjustments to certain assets to determine fair value disclosures. Securities
available for sale are recorded at 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 (dollars in thousands).



|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|------------------------------------------------ |  | ----------------- | ------- |  | ------- | - | ------ | ------- |  | - | ------- |  |  | - | - | 
|                                                 |  | March 31, 2011    |        
|                                                 |  | Total             |         |  | Level 1 |   |        | Level 2 |  |   | Level 3 | 
|Investment securities available for sale         |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|U.S. Treasury issue and U.S. government agencies |  | $                 | 77,731  |  |         | $ | 2,580  |         |  | $ | 75,151  |  |  | $ |  | 
|State, county, and municipal                     |  |                   | 49,657  |  |         |   | 282    |         |  |   | 49,375  |  |  |   |  | 
|Corporate and other bonds                        |  |                   | 5,094   |  |         |   |       |         |  |   | 5,094   |  |  |   |  | 
|Mortgage backed securities                       |  |                   | 80,865  |  |         |   | 30,921 |         |  |   | 49,944  |  |  |   |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total investment securities available for sale   |  |                   | 213,347 |  |         |   | 33,783 |         |  |   | 179,564 |  |  |   |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total assets at fair value                       |  | $                 | 213,347 |  |         | $ | 33,783 |         |  | $ | 179,564 |  |  | $ |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total liabilities at fair value                  |  | $                 |        |  |         | $ |       |         |  | $ |        |  |  | $ |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|                                                 | 
|                                                 |  | December 31, 2010 |        
|                                                 |  | Total             |         |  | Level 1 |   |        | Level 2 |  |   | Level 3 | 
|Investment securities available for sale         |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|U.S. Treasury issue and U.S. government agencies |  | $                 | 89,574  |  |         | $ | 3,254  |         |  | $ | 86,320  |  |  | $ |  | 
|State, county, and municipal                     |  |                   | 70,335  |  |         |   |       |         |  |   | 70,335  |  |  |   |  | 
|Corporate and other bonds                        |  |                   | 3,573   |  |         |   |       |         |  |   | 3,573   |  |  |   |  | 
|Mortgage backed securities                       |  |                   | 52,078  |  |         |   |       |         |  |   | 52,078  |  |  |   |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total investment securities available for sale   |  |                   | 215,560 |  |         |   | 3,254  |         |  |   | 212,306 |  |  |   |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total assets at fair value                       |  | $                 | 215,560 |  |         | $ | 3,254  |         |  | $ | 212,306 |  |  | $ |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total liabilities at fair value                  |  | $                 |        |  |         | $ |       |         |  | $ |        |  |  | $ |  | 
|                                                 |  |                   |         |  |         |   |        |         |  |   |         |  |  |   |   | 

Investment securities available for sale are recorded at fair value each reporting period. 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.

The Company
utilizes a third party vendor to provide fair value data for purposes of determining the fair value of its available for sale securities portfolio. The third party vendor uses a reputable pricing company for security market data. The third party
vendor has controls and edits in place for month-to-month market checks and zero pricing and an AICPA Statement on Auditing Standard Number 70 (SAS 70) report is obtained from the third party vendor on an annual basis. The Company makes no
adjustments to the pricing service data received for its securities available for sale.

Level 1 securities include those
traded on an active exchange, such as the New York Stock Exchange, U.S. 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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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company is also required to measure and recognize certain other financial assets at fair value on a nonrecurring basis on the
consolidated balance sheet. For assets measured at fair value on a nonrecurring basis in 2010 and still held on the consolidated balance sheet at March 31, 2011, the following table provides the fair value measures by level of valuation
assumptions used for those assets.



|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|------------------------------------------- |  | ----------------- | ------ |  | ------- | - | - | ------- |  | - | ------- |  |  | - | ------ | 
|                                            |  | March 31, 2011    |       
|                                            |  | Total             |        |  | Level 1 |   |   | Level 2 |  |   | Level 3 | 
|Impaired loans, non-covered                 |  | $                 | 30,294 |  |         | $ |  |         |  | $ | 24,443  |  |  | $ | 5,851  | 
|Other real estate owned (OREO), non-covered |  |                   | 7,332  |  |         |   |  |         |  |   |        |  |  |   | 7,332  | 
|Other real estate owned (OREO), covered     |  |                   | 9,116  |  |         |   |  |         |  |   | 1,060   |  |  |   | 8,056  | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|Total assets at fair value                  |  | $                 | 46,742 |  |         | $ |  |         |  | $ | 25,503  |  |  | $ | 21,239 | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|Total liabilities at fair value             |  | $                 |       |  |         | $ |  |         |  | $ |        |  |  | $ |       | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|                                            | 
|                                            |  | December 31, 2010 |       
|                                            |  | Total             |        |  | Level 1 |   |   | Level 2 |  |   | Level 3 | 
|Impaired loans, non-covered                 |  | $                 | 14,083 |  |         | $ |  |         |  | $ | 8,741   |  |  | $ | 5,342  | 
|Other real estate owned (OREO), non-covered |  |                   | 5,928  |  |         |   |  |         |  |   |        |  |  |   | 5,928  | 
|Other real estate owned (OREO), covered     |  |                   | 9,889  |  |         |   |  |         |  |   | 1,060   |  |  |   | 8,829  | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|Total assets at fair value                  |  | $                 | 29,900 |  |         | $ |  |         |  | $ | 9,801   |  |  | $ | 20,099 | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 
|Total liabilities at fair value             |  | $                 |       |  |         | $ |  |         |  | $ |        |  |  | $ |       | 
|                                            |  |                   |        |  |         |   |   |         |  |   |         |  |  |   |        | 

Impaired loans, non-covered

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as
individually impaired, management measures the impairment in accordance with FASB ASC 310, Receivables. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt,
enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. The Bank
frequently obtains appraisals prepared by external professional appraisers for classified loans greater than $250,000 when the most recent appraisal is greater than 12 months old. The appraisal, based on the date of preparation, becomes only a part
of the determination of the amount of any loan write-off, with current market conditions and the collaterals location being other determinants. When the fair value of the collateral is based on an observable market price or a current appraised
value, the Company records the impaired loan within Level 2.

The Company may also identify collateral deterioration based on
current market sales data, including price and absorption, as well as input from real estate sales professionals and developers, county or city tax assessments, market data and on-site inspections by Company personnel. Internally prepared estimates
generally result from current market data and actual sales data related to the Companys collateral or where the collateral is located. When management determines that the fair value of the collateral is further impaired below the appraised
value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3. In instances where an appraisal received subsequent to an internally prepared estimate reflects a higher collateral value, management does
not revise the carrying amount. Reviews of classified loans are performed by management on a quarterly basis.

Other real estate owned,
covered and non-covered

Other real estate owned (OREO) assets are adjusted to fair value upon transfer of the related
loans to OREO property. Subsequent to the transfer, valuations are periodically performed by management and the assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values 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 within Level 2. When
an appraised value is not available or management determines that 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 within Level 3 of the
fair value hierarchy.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including
those financial assets and financial liabilities that are not measured and reported at fair value on a recurring or nonrecurring basis. FASB ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure
requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following reflects the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value (dollars in thousands).



|                              |  |                |         |  |                      |   |         |                |  |   |                      |  |  |   |         | 
|----------------------------- |  | -------------- | ------- |  | -------------------- | - | ------- | -------------- |  | - | -------------------- |  |  | - | ------- | 
|                              |  | March 31, 2011 |         |  | December 31, 2010    |  
|                              |  | Carrying Value |         |  | Estimated 
FairValue |   |         | Carrying Value |  |   | Estimated 
FairValue | 
|Financial assets:             |  |                |         |  |                      |   |         |                |  |   |                      |  |  |   |         | 
|Cash and cash equivalents     |  | $              | 36,747  |  |                      | $ | 36,747  |                |  | $ | 33,381               |  |  | $ | 33,381  | 
|Securities available for sale |  |                | 213,347 |  |                      |   | 213,347 |                |  |   | 215,560              |  |  |   | 215,560 | 
|Securities held to maturity   |  |                | 77,793  |  |                      |   | 81,857  |                |  |   | 84,771               |  |  |   | 89,027  | 
|Equity securities, restricted |  |                | 7,119   |  |                      |   | 7,119   |                |  |   | 7,170                |  |  |   | 7,170   | 
|Loans, non-covered            |  |                | 492,734 |  |                      |   | 485,505 |                |  |   | 500,005              |  |  |   | 491,621 | 
|Loans, covered                |  |                | 107,500 |  |                      |   | 127,389 |                |  |   | 114,708              |  |  |   | 139,952 | 
|FDIC indemnification asset    |  |                | 55,535  |  |                      |   | 31,799  |                |  |   | 58,369               |  |  |   | 49,765  | 
|Accrued interest receivable   |  |                | 3,655   |  |                      |   | 3,655   |                |  |   | 3,826                |  |  |   | 3,826   | 
|                              |  |                |         | 
|Financial liabilities:        |  |                |         |  |                      |   |         |                |  |   |                      |  |  |   |         | 
|Noninterest-bearing deposits  |  |                | 64,128  |  |                      |   | 64,128  |                |  |   | 62,359               |  |  |   | 62,359  | 
|Interest-bearing deposits     |  |                | 865,413 |  |                      |   | 867,850 |                |  |   | 899,366              |  |  |   | 898,508 | 
|Borrowings                    |  |                | 41,124  |  |                      |   | 44,734  |                |  |   | 41,124               |  |  |   | 45,210  | 
|Accrued interest payable      |  |                | 1,318   |  |                      |   | 1,318   |                |  |   | 1,557                |  |  |   | 1,557   | 

The following methods
were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value as of March 31, 2011. The Company applied the provisions of ASC 820 to the fair value
measurements of financial instruments not recognized on the consolidated balance sheet at fair value, which include unimpaired non-covered loans, interest receivable, noninterest-bearing and interest-bearing deposits, other borrowings, and interest
payable. The provisions requiring the Company to maximize the use of observable inputs and to measure fair value using a notion of exit price were factored into the Companys selection of inputs into its established valuation techniques.

Financial Assets

Cash and cash equivalents

The carrying amounts of cash and due from banks, interest-bearing bank deposits, and federal funds sold approximate fair value.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Securities held for investment

For securities held for investment, fair values are based on quoted market prices or dealer quotes.

Restricted securities

The carrying value of restricted securities approximates their fair value based on the redemption provisions of the respective issuer.

Loans not covered by FDIC shared loss agreement (non-covered loans)

For certain homogeneous categories of loans, such as some residential mortgages and other consumer loans, fair value is estimated using
the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar
loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Loans covered by FDIC shared loss
agreement (covered loans)

Fair values for covered loans are based on a discounted cash flow methodology that considers
various factors including the type of loan and related collateral, classification status, term of loan and whether or not the loans are amortizing. Loans were pooled together according to similar characteristics and were treated in the aggregate
when applying various valuation techniques. The discount rates used for loans are based on the rates used at acquisition (which were based on market rates for new originations of comparable loans) adjusted for any material changes in interest rates
since acquisition. Increases in cash flow expectations since acquisition resulted in estimated fair value being higher than carrying value. The increase in cash flows is also reflected in a transfer from unaccretable yield to accretable yield as
disclosed in Note 4.

FDIC indemnification asset

Loss sharing assets are measured separately from the related covered assets as they are not contractually embedded in the covered assets and are not transferable with the assets should the Company choose
to dispose of them. Fair value is estimated using projected cash flows related to the obligations under the shared loss agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These expected
reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. A reduction in loss
expectations has resulted in the estimated fair value of the FDIC indemnification asset being lower than its carrying value. This creates a premium that is amortized over the life of the asset and is reflected in Note 5.

Accrued interest receivable

The carrying amounts of accrued interest receivable approximate fair value.

Financial
Liabilities

Noninterest-bearing deposits

The carrying amount approximates fair value.

Interest-bearing deposits

The fair value of NOW accounts, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date.
The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



Long-term borrowings

The fair values of the Companys long-term borrowings, such as FHLB advances, are estimated using discounted cash flow analyses based
on the Companys current incremental borrowing rates for similar types of borrowing arrangements.

Accrued interest payable

The carrying amounts of accrued interest payable approximate fair value.

Off-balance sheet financial instruments

The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present
creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to
terminate them or otherwise settle the obligations with the counterparties at the reporting date.

The Companys
off-balance sheet commitments are funded at current market rates at the date they are drawn upon. It is managements opinion that the fair value of these commitments would approximate their carrying value, if drawn upon.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As
a result, the fair values of the Companys financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable. Management attempts to match maturities of assets and liabilities to the
extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are
receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize
interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Companys overall interest rate risk.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



9. EARNINGS PER SHARE

Basic earnings per share (EPS) is computed by dividing net income or loss available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of all potentially dilutive common shares outstanding
attributable to stock instruments.



|                                                         |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|-------------------------------------------------------- |  | ----------------- | ------ | - | ---------------------------------- |  | ------ | ----------------------- |  | - | ----- | -
|(dollars and shares in thousands, except per share
data) |  | Income(Numerator) |        |   | WeightedAverageShares(Denominator) |  |        | Per Common 
ShareAmount | 
|For the three months ended March 31, 2011                |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|Basic EPS                                                |  | $                 | (1,466 | ) |                                    |  | 21,468 |                         |  | $ | (0.07 | )
|Effect of dilutive stock awards                          |  |                   |       |   |                                    |  |       |                         |  |   |      |  
|                                                         |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|Diluted EPS                                              |  | $                 | (1,466 | ) |                                    |  | 21,468 |                         |  | $ | (0.07 | )
|                                                         |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|                                                         |  |                   |       
|For the three months ended March 31, 2010                |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|Basic EPS                                                |  | $                 | (3,033 | ) |                                    |  | 21,468 |                         |  | $ | (0.14 | )
|Effect of dilutive stock awards                          |  |                   |       |   |                                    |  |       |                         |  |   |      |  
|                                                         |  |                   |        |   |                                    |  |        |                         |  |   |       |  
|Diluted EPS                                              |  | $                 | (3,033 | ) |                                    |  | 21,468 |                         |  | $ | (0.14 | )
|                                                         |  |                   |        |   |                                    |  |        |                         |  |   |       |  

Excluded from the computation of diluted earnings per share were approximately 5.1 million and
5.2 million of awards, options or warrants, during the three months ended March 31, 2011 and 2010, respectively, because their inclusion would be anti-dilutive.

The Company has deferred the August and November 2010 and February 2011 payments of its regular quarterly cash dividend with respect to its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, which
the Company issued to the United States Department of Treasury in connection with the Companys participation in the Treasurys TARP Capital Purchase Program in December 2008. The Company will also defer the May 2011 dividend payment. The
total amount of accumulated dividends was $663,000 as of March 31, 2011, and that amount will increase to $884,000 with the deferral of the May payment.

10. DEFINED BENEFIT PLAN

The Company adopted the Bank of Essex
noncontributory, defined benefit pension plan for all full-time pre-merger Bank of Essex employees over 21 years of age. Benefits are generally based upon years of service and the employees compensation. The Company funds pension costs in
accordance with the funding provisions of the Employee Retirement Income Security Act. The Company has frozen the plan benefits for all participants effective December 31, 2010, resulting in a curtailment gain included in pension expense of
$210,000 in 2010.

Components of Net Periodic Benefit Cost



|                                             |  |                    |     |   |                |   |     |  
|-------------------------------------------- |  | ------------------ | --- | - | -------------- | - | --- | -
|                                             |  | Three months ended |    
|(In thousands)                               |  | March 31, 2011     |     |   | March 31, 2010 |  
|Service cost                                 |  | $                  |    |   |                | $ | 92  |  
|Interest cost                                |  |                    | 65  |   |                |   | 91  |  
|Expected return on plan assets               |  |                    | (75 | ) |                |   | (71 | )
|Amortization of prior service cost           |  |                    |    |   |                |   | 1   |  
|Amortization of net obligation at transition |  |                    |    |   |                |   | (1  | )
|Amortization of net loss                     |  |                    |    |   |                |   | 15  |  
|                                             |  |                    |     |   |                |   |     |  
|Net periodic benefit cost                    |  | $                  | (10 | ) |                | $ | 127 |  
|                                             |  |                    |     |   |                |   |     |  

At March 31, 2011, employer contributions totalled $105,000 for the plan year. The Company is
considering terminating the pension plan in the future. No determination has been made and the Company has not determined the financial impact of the termination of the plan.



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COMMUNITY BANKERS TRUST CORPORATION

Notes to Consolidated Financial Statements



11. CONTINGENCIES

See the Annual Report on Form 10-K for the period ended December 31, 2010 for information with respect to transaction-based bonus awards that the Company approved for the Companys then chief
strategic officer in the first quarter of 2010 and paid in the first and second quarters of 2010. There have been no developments to the issues disclosed in the 2010 Form 10-K and, as of May 13, 2011, these issues remain open.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of the financial condition at March 31, 2011 and results of operations of Community Bankers
Trust Corporation (the Company) for the three months ended March 31, 2011 should be read in conjunction with the Companys consolidated financial statements and the accompanying notes to consolidated financial statements
included in this report and in the Companys Annual Report on Form 10-K for the year ended December 31, 2010.

OVERVIEW

The Company is a bank holding company that was incorporated under Delaware law on April 6, 2005. The Company is
headquartered in Glen Allen, Virginia and is the holding company for Essex Bank (the Bank), a Virginia state bank with 24 full-service offices in Virginia, Maryland and Georgia, as of April 30, 2011.

The Bank was established in 1926 and is headquartered in Tappahannock, Virginia. The Bank engages in a general commercial banking
business and provides a wide range of financial services primarily to individuals and small businesses, including individual and commercial demand and time deposit accounts, commercial and consumer loans, travelers checks, safe deposit box
facilities, investment services and fixed rate residential mortgages. Thirteen branches are located in Virginia, primarily from the Chesapeake Bay to just west of Richmond, seven are located in Maryland along the Baltimore-Washington corridor and
four are located in the Atlanta, Georgia metropolitan market. The Bank closed its office in Rockbridge County, Virginia in April 2011.

The Company generates a significant amount of its income from the net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense. Interest
income depends on the amount of interest-earning assets outstanding during the period and the interest rates earned thereon. The Companys cost of funds is a function of the average amount of interest-bearing deposits and borrowed money
outstanding during the period and the interest rates paid thereon. The quality of the assets further influences the amount of interest income lost on nonaccrual loans and the amount of additions to the allowance for loan losses. Additionally, the
Bank earns noninterest income from service charges on deposit accounts and other fee or commission-based services and products. Other sources of noninterest income can include gains or losses on securities transactions, gains from loans sales,
transactions involving bank-owned property, and income from Bank Owned Life Insurance (BOLI) policies. The Companys income is offset by noninterest expense, which consists of goodwill impairment and other charges, salaries and
benefits, occupancy and equipment costs, professional fees, and other operational expenses. The provision for loan losses and income taxes materially affect income.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

The Company makes certain
forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market
risk, growth strategy, and financial and other goals. These forward-looking statements are generally identified by phrases such as the Company expects, the Company believes or words of similar import.

These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors,
including, without limitation, the effects of and changes in the following:



| |  |  | the quality or composition of the Companys loan or investment portfolios, including collateral values and the repayment abilities of borrowers
and issuers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assumptions that underlie the Companys allowance for loan losses;
| | - |  | ------------------------------------------------------------------



| |  |  | general economic and market conditions, either nationally or in the Companys market areas;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the ability of the Company to comply with regulatory actions, and the costs associated with doing so;
| | - |  | -----------------------------------------------------------------------------------------------------



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| |  |  | the interest rate environment;
| | - |  | ------------------------------



| |  |  | competitive pressures among banks and financial institutions or from companies outside the banking industry;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | real estate values;
| | - |  | -------------------



| |  |  | the demand for deposit, loan, and investment products and other financial services;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the demand, development and acceptance of new products and services;
| | - |  | --------------------------------------------------------------------



| |  |  | the Companys compliance with, and the timing of future reimbursements from the FDIC to the Company under, the shared loss agreements;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assumptions and estimates that underlie the accounting for loan pools under the shared loss agreements;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | consumer profiles and spending and savings habits;
| | - |  | --------------------------------------------------



| |  |  | the securities and credit markets;
| | - |  | ----------------------------------



| |  |  | costs associated with the integration of banking and other internal operations;
| | - |  | -------------------------------------------------------------------------------



| |  |  | managements evaluation of goodwill and other assets on a periodic basis, and any resulting impairment charges, under applicable accounting
standards;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the soundness of other financial institutions with which the Company does business;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | inflation;
| | - |  | ----------



| |  |  | technology; and
| | - |  | ---------------



| |  |  | legislative and regulatory requirements.
| | - |  | ----------------------------------------

These factors and additional risks and uncertainties are described in the Companys Annual Report on Form 10-K for the year ended December 31, 2010 and other reports filed from time to time
by the Company with the Securities and Exchange Commission.

Although the Company believes that its expectations with respect
to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ
materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

CRITICAL
ACCOUNTING POLICIES

The Companys financial statements are prepared in accordance with accounting principles
generally accepted in the United States (GAAP). The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events
that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. For example, the Company uses historical loss factors
as one factor in determining the inherent loss that may be present in its loan portfolio. Actual losses could



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differ significantly from the historical factors that the Company uses. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the
Companys transactions would be the same, the timing of events that would impact its transactions could change.

The
following is a summary of the Companys critical accounting policies that are highly dependent on estimates, assumptions and judgments.

Allowance for Loan Losses on Non-covered Loans

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management
believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance is an amount that management believes is appropriate to absorb estimated losses relating to specifically identified loans,
as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectability of existing loans and prior loss experience. This quarterly evaluation also takes into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers ability to pay. This evaluation does not include the effects of
expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may
be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Banks allowance for loan losses and may require the Bank to make
additions to the allowance based on their judgment about information available to them at the time of their examinations.

The
allowance consists of specific, general and unallocated components. For loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is
lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. The unallocated component is maintained to cover uncertainties that could
affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the
portfolio.

A loan is considered impaired when, based on current information and events, management believes that it is more
likely than not that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment
status, collateral value, availability of current financial information, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are
not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of
the delay, the reasons for the delay, the borrowers prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by
either the present value of the expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Allowance for Loan Losses on Covered Loans

The assets acquired in the Suburban Federal Savings Bank (SFSB) acquisition are covered by shared loss agreements with the FDIC. Under the shared loss agreements, the FDIC will reimburse the Bank for 80%
of losses arising from covered loans and foreclosed real estate assets, on the first $118 million in losses of such covered loans and foreclosed real estate assets, and for 95% of losses on covered loans and foreclosed real estate assets thereafter.
Under the shared loss agreements, a loss on a covered loan or foreclosed real estate is defined generally as a realized loss incurred through a permitted disposition, foreclosure, short-sale or restructuring of the covered loan or
foreclosed real estate. The reimbursements for losses on single family one-to-four residential mortgage loans are to be made monthly until the end of the month in which the tenth anniversary of the closing of the transaction occurs,



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and the reimbursements for losses on other covered assets are to be made quarterly until the end of the quarter in which the eighth anniversary of the closing of the transaction occurs. The
shared loss agreements provide for indemnification from the first dollar of losses without any threshold requirement. The reimbursable losses from the FDIC are based on the book value of the relevant loan as determined by the FDIC at the date of the
transaction, January 30, 2009. New loans made after that date are not covered by the shared loss agreements.

The Company
evaluated the acquired covered loans and has elected to account for them under ASC 310-30.

The covered loans are subject to
credit review standards described above for non-covered loans. If and when credit deterioration occurs subsequent to the date that the covered loans were acquired, a provision for credit loss for covered loans will be charged to earnings for the
full amount without regard to the FDIC shared loss agreements. The Company makes an estimate of the total cash flows it expects to collect from a pool of covered loans, which includes undiscounted expected principal and interest. Over the life of
the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as impairments in the current period through allowance for
loan losses. Subsequent increases in expected cash flows are first used to reverse any existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the yield over
the remaining life of the pool.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.
Accordingly, the Company does not separately identify individual consumer and residential covered loans for impairment disclosures.

Accounting for Certain Loans or Debt Securities Acquired in a Transfer

FASB ASC 310, Receivables,requires acquired loans to be recorded at fair value and prohibits carrying over valuation allowances in
the initial accounting for acquired impaired loans. Loans carried at fair value, mortgage loans held for sale, and loans to borrowers in good standing under revolving credit arrangements are excluded from the scope of ASC 310, which limits the yield
that may be accreted to the excess of the undiscounted expected cash flows over the investors initial investment in the loan. The excess of the contractual cash flows over expected cash flows may not be recognized as an adjustment of yield.
Subsequent increases in cash flows to be collected are recognized prospectively through an adjustment of the loans yield over its remaining life. Decreases in expected cash flows are recognized as impairments through the allowance for loan
losses.

In the Companys acquisition of TFC and BOE, the fair value of ASC 310 loans was determined based on assigned
risk ratings, expected cash flows and the fair value of the collateral. The fair value of non ASC 310 loans was determined based on preliminary estimates of default probabilities. The Company determined which purchased loans were impaired at the
time of the acquisition and considered those loans for ASC 310 application. Those loans that were not considered impaired at the time of acquisition were not considered for ASC 310.

As a result of the acquisitions of TFC and BOE, the Company had loans of $5.0 million at December 31, 2008 that met the criteria of
ASC 310. Due to the immateriality of these loans in relation to the overall financial condition of the Company, detailed disclosures have not been included in the financial statements.

The covered loans from the SFSB transaction, subject to FASB ASC Topic 805, Business Combinations, were recorded at fair value and
no separate valuation allowance was recorded at the date of acquisition. FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality,applies to loans acquired in a transfer with evidence of deterioration of credit
quality for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. The Company is applying the provisions of ASC 310-30 to all loans acquired in the SFSB transaction. The
Company has grouped loans together based on common risk characteristics including product type, delinquency status and loan documentation requirements among others.

The Company has made an estimate of the total cash flows it expects to collect from a pool of loans, which includes undiscounted expected principal and interest. The excess of that amount over the fair
value of the pool is referred to as accretable yield. Accretable yield is recognized as interest income on a constant yield basis over the life of the pool. The Company also determines each pools contractual principal and contractual interest
payments.



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The excess of that amount over the total cash flows that it expects to collect from the pool is referred to as nonaccretable difference, which is not accreted into income. Judgmental prepayment
assumptions are applied to both contractually required payments and cash flows expected to be collected at acquisition. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in
cash flows expected to be collected over the life of the pool are recognized as an impairment in the current period through the allowance for loan losses. Subsequent increases in expected or actual cash flows are first used to reverse any existing
valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the pool.

FDIC Indemnification Asset

The Company is accounting for the shared loss agreements as an indemnification asset pursuant to the guidance in FASB ASC 805. The FDIC indemnification asset is required to be measured in the same manner
as the asset or liability to which it relates. The FDIC indemnification asset is measured separately from the covered loans and other real estate owned assets because it is not contractually embedded in the covered loan and other real estate owned
assets and is not transferable should the Company choose to dispose of them. Fair value was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and other real estate owned and
the loss sharing percentages outlined in the purchase and assumption agreements with the FDIC. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC.

Because the acquired loans are subject to shared loss agreements and a corresponding indemnification asset exists to represent the value
of expected payments from the FDIC, increases and decreases in loan accretable yield due to changing loss expectations will also have an impact to the valuation of the FDIC indemnification asset. Improvement in loss expectations will typically
increase loan accretable yield and decrease the value of the FDIC indemnification asset and, in some instances, result in an amortizable premium on the FDIC indemnification asset. Increases in loss expectations will typically be recognized as
impairment in the current period through allowance for loan losses while resulting in additional noninterest income for the amount of the increase in the FDIC indemnification asset.

Other Intangible Assets

FASB ASC 805, Business Combinations,
requires that the purchase method of accounting be used for all business combinations after June 30, 2001. With purchase acquisitions, the Company is required to record assets acquired, including any intangible assets, and liabilities assumed
at fair value, which involves relying on estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation methods. The Company records other intangibles per ASC 350,
Intangibles-Goodwill and Others., Under ASC 350, acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over
their useful lives. ASC 350 discontinues any amortization of goodwill and other intangible assets with indefinite lives, but requires an impairment review at least annually or more often if certain conditions exist. The Company followed ASC 350 and
determined that any core deposit intangibles will be amortized over the estimated useful life.

Income Taxes

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net
deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing
authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period
during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not
offset or aggregated with other positions. Tax positions that meet the more-likely-



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than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.
The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and
penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with
unrecognized tax benefits are classified as additional income taxes in the statement of income.

As of March 31, 2011,
the Company did not have any tax benefit disallowed under FASB ASC 740, Income Taxes.

A valuation allowance is
provided when it is more likely than not that some portion of the deferred tax asset will not be realized. In managements opinion, based on a three year taxable income projection, tax strategies which would result in potential securities gains
and the effects of off-setting deferred tax liabilities, it is more likely than not that the deferred tax assets are realizable. Included in deferred tax assets are the tax benefits derived from net operating loss carryforwards totaling
$6.6 million. Management expects to utilize all of these carryforward amounts prior to expiration.

The Company and its
subsidiaries are subject to U. S. federal income tax as well as various state income taxes. All years from 2006 through 2010 are open to examination by the respective tax authorities.

Other Real Estate Owned

Real estate acquired through, or in lieu
of, loan foreclosure is held for sale and is initially recorded at the fair value at the date of foreclosure net of estimated disposal costs, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by
management and the assets are carried at the lower of the carrying amount or the fair value less costs to sell. Revenues and expenses from operations and changes in the valuation allowance are included in other operating expenses. Costs to bring a
property to salable condition are capitalized up to the fair value of the property while costs to maintain a property in salable condition are expensed as incurred.

RESULTS OF OPERATIONS

Net loss available to common stockholders was
$1.5 million, or $0.07 per common share on a diluted basis, for the quarter ended March 31, 2011 compared with a net loss available to common stockholders of $3.0 million, or $0.14 per common share on a diluted basis, for the quarter ended
March 31, 2010. The change in earnings performance was primarily driven by a reduction in the level of provision for loan losses. Provision for loan losses were $5.0 million in the first quarter of 2010 compared to $1.5 million in the
first quarter of 2011. Also positively influencing the reduction in net loss for the first quarter of 2011 compared to the first quarter of 2010 was a $649,000, or 6.6%, improvement in noninterest expenses. Noninterest expenses declined from $9.9
million in the first quarter of 2010 to $9.2 million in the first quarter of 2011. Offsetting these improvements was a decline in total noninterest income, from $415,000 in the first quarter of 2010 to negative $1.4 million in the first quarter of
2011. This was due to the recognition of $2.7 million in FDIC indemnification asset amortization, which resulted in a reduction in the amount carried on the balance sheet that the Company anticipates it will collect from the FDIC on the loans
covered by shared loss agreements.

Net Interest Income

The Companys operating results depend primarily on its net interest income, which is the difference between interest income on interest-earning assets, including securities and loans, and interest
expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a
volume change. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a rate change.



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Net interest income was $10.1 million for the quarter ended March 31, 2011, compared
with $10.1 million for the first quarter of 2010. The stable level of net interest income over these time frames is the result of a balance between decreases in total interest income of $1.9 million offset by a like decrease of $1.9 million in
total interest expense. Loan interest income was adversely affected by declining loan balances as well as an increase in nonperforming loans. Continued aggressive deposit pricing strategies with respect to all deposit categories have resulted in the
decreased interest expense.

The net interest margin on a tax equivalent basis for the quarter ended March 31, 2011
increased 29 basis points to 4.33% compared with 4.04% for the quarter ended March 31, 2010. The primary component influencing the net interest margin, was a lower overall interest expense relative to the deposit base. Management proactively
lowered rates on virtually all deposits during 2010 in an effort to increase earnings. The average cost of time deposits declined 63 basis points, from 1.99% for the quarter ended March 31, 2010 to 1.36% for the quarter ended March 31,
2011.

An additional benefit to the net interest margin was the improved yield on FDIC covered loans. The yield on covered
loans equaled 13.59% for the quarter ended March 31, 2011, an improvement of 378 basis points from the quarter ended March 31, 2010. This is primarily the result of better than expected performance on these loans since the forecast at the
acquisition date. FDIC covered loans are held on the balance sheet at carrying value.

At December 31, 2010, the
acquisition, construction and development (ADC) pool originally purchased from the FDIC in 2009 had a carrying value of $410,000 in accordance with FASB Accounting Standards Codification (ASC) 310-30 (originally issued as AICPA Statement of Position
No. 03-3, Loans and Debt Securities Acquired with Deteriorated Credit Quality). The amount and timing of future cash flows on the ADC pool, based on an analysis of the loans in the pool, were determined to be not reasonably estimatable.
As a result, during the quarter ended March 31, 2011, management applied the cost recovery method to the ADC loan pool, which requires that all cash payments first be applied to principal. During the first quarter of 2011, sufficient cash
payments were received on the ADC pool to lower the carrying value to $0, with excess payments being applied to interest income. Any subsequent payments will now be recognized as interest income.

The following table sets forth, for each category of interest-earning assets and interest-bearing liabilities, the average amounts
outstanding, the interest earned or paid on such amounts, and the average rate earned or paid for the quarters ended March 31, 2011 and 2010. The tables also set forth the average rate paid on total interest-bearing liabilities, and the net
interest margin on average total interest-earning assets for the same periods. Except as indicated in the footnotes, no tax equivalent adjustments were made and all average balances are daily average balances. Any nonaccruing loans have been
included in the table as loans carrying a zero yield.



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COMMUNITY BANKERS TRUST CORPORATION

NET INTEREST MARGIN ANALYSIS

AVERAGE BALANCE SHEETS



|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|------------------------------------------ |  | --------------------------------- | --------- | - | --------------------------------- | - | ------ | ----------------------- |  |  | ------------------- | - |  | ---------------------- | --------- | - | ----------------------- | - | ------ |  |  |  | ---- | -
|                                           |  | Three months ended March 31, 2011 |           |   | Three months ended March 31, 2010 |  
|(dollars in thousands)                     |  | AverageBalanceSheet               |           |   | InterestIncome/Expense            |   |        | AverageRatesEarned/Paid |  |  | AverageBalanceSheet |   |  | InterestIncome/Expense |           |   | AverageRatesEarned/Paid |  
|ASSETS:                                    |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Loans non covered, including fees          |  | $                                 | 517,805   |   |                                   | $ | 7,234  |                         |  |  | 5.59                | % |  | $                      | 577,715   |   |                         | $ | 8,723  |  |  |  | 6.04 | %
|FDIC covered loans, including fees         |  |                                   | 112,463   |   |                                   |   | 3,820  |                         |  |  | 13.59               |   |  |                        | 146,460   |   |                         |   | 3,593  |  |  |  | 9.81 |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total loans                                |  |                                   | 630,268   |   |                                   |   | 11,054 |                         |  |  | 7.02                |   |  |                        | 724,175   |   |                         |   | 12,316 |  |  |  | 6.80 |  
|Interest-bearing bank balances             |  |                                   | 14,681    |   |                                   |   | 14     |                         |  |  | 0.39                |   |  |                        | 22,614    |   |                         |   | 30     |  |  |  | 0.53 |  
|Federal funds sold                         |  |                                   | 4,611     |   |                                   |   | 2      |                         |  |  | 0.19                |   |  |                        | 1,696     |   |                         |   | 1      |  |  |  | 0.16 |  
|Securities (taxable)                       |  |                                   | 257,244   |   |                                   |   | 1,912  |                         |  |  | 2.97                |   |  |                        | 201,166   |   |                         |   | 2,005  |  |  |  | 3.99 |  
|Securities (tax exempt)(1)                 |  |                                   | 43,874    |   |                                   |   | 624    |                         |  |  | 5.69                |   |  |                        | 92,355    |   |                         |   | 1,355  |  |  |  | 5.87 |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total earning assets                       |  |                                   | 950,678   |   |                                   |   | 13,606 |                         |  |  | 5.73                |   |  |                        | 1,042,006 |   |                         |   | 15,707 |  |  |  | 6.03 |  
|Allowance for loan losses                  |  |                                   | (24,918   | ) |                                   |   |        |                         |  |  |                     |   |  |                        | (18,647   | ) |                         |   |        |  |  |  |      |  
|Non-earning assets                         |  |                                   | 169,080   |   |                                   |   |        |                         |  |  |                     |   |  |                        | 200,668   |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total assets                               |  | $                                 | 1,094,840 |   |                                   |   |        |                         |  |  |                     |   |  | $                      | 1,224,027 |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Demand - interest-bearing                  |  | $                                 | 232,483   |   |                                   | $ | 346    |                         |  |  | 0.60                |   |  | $                      | 211,845   |   |                         | $ | 400    |  |  |  | 0.76 |  
|Savings                                    |  |                                   | 64,958    |   |                                   |   | 85     |                         |  |  | 0.52                |   |  |                        | 60,339    |   |                         |   | 93     |  |  |  | 0.62 |  
|Time deposits                              |  |                                   | 580,509   |   |                                   |   | 2,548  |                         |  |  | 1.76                |   |  |                        | 705,658   |   |                         |   | 4,364  |  |  |  | 2.47 |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total deposits                             |  |                                   | 877,950   |   |                                   |   | 2,979  |                         |  |  | 1.36                |   |  |                        | 977,842   |   |                         |   | 4,857  |  |  |  | 1.99 |  
|Federal funds purchased                    |  |                                   | 140       |   |                                   |   | 1      |                         |  |  | 0.61                |   |  |                        | 537       |   |                         |   |       |  |  |  | 0.14 |  
|FHLB and other borrowings                  |  |                                   | 41,124    |   |                                   |   | 331    |                         |  |  | 3.22                |   |  |                        | 41,124    |   |                         |   | 331    |  |  |  | 3.22 |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total interest-bearing liabilities         |  |                                   | 919,214   |   |                                   |   | 3,311  |                         |  |  | 1.44                |   |  |                        | 1,019,503 |   |                         |   | 5,188  |  |  |  | 2.04 |  
|Noninterest-bearing deposits               |  |                                   | 62,459    |   |                                   |   |        |                         |  |  |                     |   |  |                        | 60,746    |   |                         |   |        |  |  |  |      |  
|Other liabilities                          |  |                                   | 5,548     |   |                                   |   |        |                         |  |  |                     |   |  |                        | 11,817    |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total liabilities                          |  |                                   | 987,221   |   |                                   |   |        |                         |  |  |                     |   |  |                        | 1,092,066 |   |                         |   |        |  |  |  |      |  
|Stockholders equity                       |  |                                   | 107,619   |   |                                   |   |        |                         |  |  |                     |   |  |                        | 131,961   |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Total liabilities and stockholders equity |  | $                                 | 1,094,840 |   |                                   |   |        |                         |  |  |                     |   |  | $                      | 1,224,027 |   |                         |   |        |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Net interest earnings                      |  |                                   |           |   |                                   | $ | 10,295 |                         |  |  |                     |   |  |                        |           |   |                         | $ | 10,519 |  |  |  |      |  
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Net interest spread                        |  |                                   |           |   |                                   |   |        |                         |  |  | 4.28                | % |  |                        |           |   |                         |   |        |  |  |  | 3.99 | %
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  
|Net interest margin                        |  |                                   |           |   |                                   |   |        |                         |  |  | 4.33                | % |  |                        |           |   |                         |   |        |  |  |  | 4.04 | %
|                                           |  |                                   |           |   |                                   |   |        |                         |  |  |                     |   |  |                        |           |   |                         |   |        |  |  |  |      |  



|(1) | Income and yields are reported on a tax equivalent basis assuming a federal tax rate of 34%.
|--- | --------------------------------------------------------------------------------------------

Provision for Loan Losses

Management actively monitors the Companys asset quality and provides specific loss provisions when necessary. Provisions for loan losses are charged to income to bring the total allowance for loan
losses to a level deemed appropriate by management of the Company based on such factors as historical credit loss experience, industry diversification of the commercial loan portfolio, the amount of nonperforming loans and related collateral, the
volume growth and composition of the loan portfolio, current economic conditions that may affect the borrowers ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review function and other
relevant factors. See Allowance for Loan Losses on Non-covered loans in the Critical Accounting Policies section above for further discussion.

Loans are charged-off against the allowance for loan losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for
loan losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations.



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Management also actively monitors its covered loan portfolio for impairment and necessary
loan loss provisions. Provisions for covered loans may be necessary due to a change in expected cash flows or an increase in expected losses within a pool of loans.

The provision for loan losses for non-covered loans was $1.5 million for the quarter ended March 31, 2011. This compares with a $5.0 million provision for the quarter ended March 31,
2010. The ratio of the allowance for loan losses to nonperforming assets was 43.39% at March 31, 2011, compared to 59.61% at December 31, 2010. The ratio of allowance for loan losses to total non-covered loans was 4.19% at
March 31, 2011 compared with 4.86% at December 31, 2010. The decrease in the allowance for loan losses to total non-covered loans from December to March was mainly the result of aggressive charge-offs for non-performing loans. Net
charged-off loans of $5.5 million for the quarter ended March 31, 2011 compared with net charged-off loans of $8.7 million for the quarter ended December 31, 2010.

While the covered loan portfolio contains significant risk, it was considered in determining the initial fair value, which was reflected as the carrying value recorded at the time of the SFSB transaction,
less the FDIC guaranteed portion of losses on covered assets. There was no provision expense related to this portfolio in the first quarter of 2011.

Noninterest Income

For the quarter ended March 31, 2011,
noninterest income equaled negative $1.4 million versus $415,000 in the first quarter of 2010. This change was due primarily to the increase of the FDIC indemnification asset amortization of $2.4 million and a reduction in other noninterest
income of $1.5 million, offset by a $1.8 million reduction in net losses on sales and write-down on other real estate owned, a $307,000 increase in gains on sales of securities and an increase of $11,000 in service charges on deposit accounts.

The increased FDIC indemnification asset amortization is the result of improved forecasted performance from the loan pools
acquired from the FDIC. Based on current forecasts, as both projected losses and FDIC reimbursements decline, the FDIC indemnification asset amortization increases to reduce the FDIC indemnification asset over the life of the FDIC shared loss
agreements. During the first quarter of 2011, the Companys projected expected loan pool losses declined by $4.8 million, requiring the Company to increase the rate of FDIC indemnification asset amortization. As a result, the
Companys FDIC indemnification asset amortization totaled $2.7 million for the quarter as compared to $1.2 million for the fourth quarter of 2010. Although loss projections could change, this level of quarterly amortization could continue
based on current forecasts. However, lower losses also improve future accretion interest income performance and reduce the losses that the Company must absorb under the FDIC shared loss agreements, which is currently twenty percent.

Noninterest Expense

Noninterest expenses were $9.2 million for the first quarter of 2011 compared with $9.9 million for the first quarter of 2010. This represents a $649,000, or 6.6%, decrease. Salaries and employee benefits
for the first quarter of 2011 were $4.2 million or 45.6% of all noninterest expenses, compared with $5.1 million or 52.0% of all noninterest expenses for the first quarter of 2010. This represents a decrease of $927,000, or 18.1%. In late September
2010, the Company announced staffing and management changes that reduced the Companys work force by approximately ten percent. Professional fees declined $143,000, or 42.8%, from $334,000 in the first quarter of 2010 compared to $191,000 in
the first quarter of 2011. Equipment expenses declined $82,000 from the first quarter of 2010 to the same period in 2011. Data processing expenses declined $54,000 during this time frame.

Income Taxes

Income tax benefit was $838,000 for the three months
ended March 31, 2011, compared with an income tax benefit of $1.7 million in the first quarter of 2010. This is reflective of the higher losses incurred in the first quarter of 2010.



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FINANCIAL CONDITION

At March 31, 2011, the Company had total assets of $1.085 billion, a decrease of $30.1 million, or 2.7%, from total assets of $1.116 billion at December 31, 2010. Total loans, including loans
covered by the FDIC shared loss agreements of $108.3 million, were $622.6 million at March 31, 2011, decreasing $18.5 million, or 2.9%, from $641.1 million at December 31, 2010. The carrying value of covered loans declined $7.2
million, or 6.2%, from December 31, 2010. The reduction in the covered loan portfolio was due to the planned disposition of FDIC covered assets and declining balances of FDIC covered loans. Non-covered loans equaled $514.3 million at
March 31, 2011, declining $11.3 million, or 2.1%, since December 31, 2010. The decline in loan volume within the non-covered loan portfolio was the direct result of $5.5 million in net loan charge-offs coupled with loan run-off and an
overall decrease in loan demand.

The Companys securities portfolio decreased $9.2 million, or 3.0%, during the
first quarter of 2011 to equal $298.3 million. The Company had Federal funds sold of $5.0 million at March 31, 2011 versus $2.0 million at December 31, 2010. Securities balances declined during the first quarter of 2011 to offset
declines in deposit balances as well as de-leverage the Companys balance sheet, which increases the tier 1 leverage capital ratio, and to shorten the duration of the Companys asset base and make it less vulnerable to an increase in
interest rates. The sales also resulted in a gain of $661,000, or $436,000 net of tax effect.

The Company is required to
account for the effect of market changes in the value of securities available-for-sale (AFS) under FASB ASC 320, Investments  Debt and Equity Securities. The market value of the AFS portfolio was $213.3 million at
March 31, 2011 and $215.6 million at December 31, 2010. At March 31, 2011, the Company had a net unrealized loss on the AFS portfolio of $331,000 compared with a net unrealized loss of $219,000 at December 31, 2010.

Total deposits at March 31, 2011 were $929.5 million, decreasing $32.2 million from December 31, 2010. Time deposits
declined $35.9 million during the first quarter of 2011 as management continued to lower rates among all regions, as loan demand remained weak and covered loans continued to decline in volume. The Company is attempting to restructure the deposit mix
away from higher priced time deposits and more into lower cost transactional accounts. The most notable change has been the increase in savings accounts, which increased $2.6 million, or 4.1%, during the first quarter of 2011. The
Companys total loan-to-deposit ratio was 67.0% at March 31, 2011 compared to 66.7% at December 31, 2010.

The
Company had Federal Home Loan Bank (FHLB) advances of $37.0 million at each of March 31, 2011 and December 31, 2010.

Stockholders equity at March 31, 2010 was $105.9 million and represented 9.8% of total assets. Stockholders equity was
$107.1 million, or 9.6% of total assets, at December 31, 2010.

Asset Quality  non-covered assets

The allowance for loan losses represents managements estimate of the amount appropriate to provide for probable losses inherent in
the loan portfolio.

Non-covered loan quality is continually monitored, and the Companys management has established an
allowance for loan losses that it believes is appropriate for the risks inherent in the loan portfolio. Among other factors, management considers the Companys historical loss experience, the size and composition of the loan portfolio, the
value and appropriateness of collateral and guarantors, non-performing loans and current and anticipated economic conditions. There are additional risks of future loan losses, which cannot be precisely quantified nor attributed to particular loans
or classes of loans. Because those risks include general economic trends, as well as conditions affecting individual borrowers, the allowance for loan losses is an estimate. The allowance is also subject to regulatory examinations and determination
as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and size of the allowance in comparison to peer companies identified by regulatory agencies. See Allowance for Loan Losses on
Non-covered loans in the Critical Accounting Policies section above for further discussion.



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The Company maintains a list of non-covered loans that have potential weaknesses and thus
may need special attention. This loan list is used to monitor such loans and is used in the determination of the appropriateness of the allowance for loan losses. Non-covered nonperforming assets totaled $49.6 million at March 31, 2011 and net
charge-offs were $5.5 million for the three month period ended March 31, 2011. This compares with nonperforming assets of $42.8 million and net charge-offs of $19.1 million at and for the year ended December 31, 2010.

Nonperforming non-covered loans increased $5.4 million during the first quarter of 2011. Additions to nonaccrual loans totaled $14.4
million, primarily attributable to approximately four relationships relating to loans for construction and land development and income producing commercial property, totaling $11.4 million, which are secured by real estate. The remaining increase
related primarily to loans for residential property and commercial real estate, which are also secured by real estate. There were $5.6 million in charge-offs taken during the quarter, of which three commercial loan customers aggregated $1.7 million.
The remaining charge-offs were centered in commercial real estate, construction and land development, and residential real estate loans. Foreclosures for the quarter totaled $1.9 million and $1.2 million were reinstated to accruing status.

In accordance with GAAP, an individual loan is impaired when, based on current information and events, it is probable that a
creditor will be unable to collect all amounts due in accordance with contractual terms of the loan agreement. The Company has modified its application of the definition of impaired loans to include all troubled debt restructured and nonaccrual
loans. In addition, the Company reviews all substandard and doubtful loans greater than $100,000 that are not on nonaccrual status, as well as loans with other risk characteristics, pursuant to and specifically for compliance with the accounting
definition of impairment as described above. These impaired loans have been determined through analysis, appraisals, or other methods used by management.

The Company has identified a material weakness related to its process of identifying impaired loans. See Item 4 of this report for further discussion.

See Note 3 to the Companys financial statements for information related to the allowance for loan losses. At March 31, 2011
and December 31, 2010, total impaired non-covered loans equaled $51.6 million and $45.0 million, respectively. Management has adopted a nine point risk rating system for which credits are continually monitored for proper classification. The
increase in impaired loans demonstrates weakening economic conditions specifically in the real estate market and managements determination that these credits warrant substandard or worse classification.



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The following table sets forth selected asset quality data, excluding FDIC covered assets,
and ratios for the dates indicated:



|                                                         |  |                |         |   |                   |   |         |  
|-------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|(dollars in thousands)                                   |  |                |         |   |                   |  
|                                                         |  | March 31, 2011 |         |   | December 31, 2010 |  
|Nonaccrual loans                                         |  | $              | 42,029  |   |                   | $ | 36,532  |  
|Loans past due over 90 days and accruing interest        |  |                | 282     |   |                   |   | 389     |  
|                                                         |  |                |         |   |                   |   |         |  
|Total nonperforming non-covered loans                    |  |                | 42,311  |   |                   |   | 36,921  |  
|Other real estate owned (OREO)  non-covered             |  |                | 7,332   |   |                   |   | 5,928   |  
|                                                         |  |                |         |   |                   |   |         |  
|Total nonperforming non-covered assets                   |  | $              | 49,643  |   |                   | $ | 42,849  |  
|                                                         |  |                |         |   |                   |   |         |  
|                                                         |  |               
|Accruing troubled debt restructure loans                 |  | $              | 4,481   |   |                   | $ | 4,007   |  
|                                                         |  |               
|Balances                                                 |  |                |         |   |                   |   |         |  
|Allowance for loan losses                                |  | $              | 21,542  |   |                   | $ | 25,543  |  
|Average loans during quarter, net of unearned income     |  |                | 517,805 |   |                   |   | 539,503 |  
|Loans, net of unearned income                            |  |                | 514,276 |   |                   |   | 525,548 |  
|                                                         |  |               
|Ratios                                                   |  |                |         |   |                   |   |         |  
|Allowance for loan losses to loans                       |  |                | 4.19    | % |                   |   | 4.86    | %
|Allowance for loan losses to nonperforming assets        |  |                | 43.39   | % |                   |   | 59.61   | %
|Allowance for loan losses to nonaccrual loans            |  |                | 51.26   | % |                   |   | 69.92   | %
|Nonperforming assets to loans and other real estate      |  |                | 9.52    | % |                   |   | 8.06    | %
|Net charge-offs for quarter to average loans, annualized |  |                | 4.25    | % |                   |   | 6.47    | %

The Company performs
troubled debt restructures and other various loan workouts whereby an existing loan may be restructured into multiple new loans. At March 31, 2011, the Company had 24 loans that met the definition of a troubled debt restructure
(TDR), which are loans that for reasons related to the debtors financial difficulties have been restructured on terms and conditions that would otherwise not be offered or granted. Two of these loans were restructured using
multiple new loans. The aggregated outstanding principal of TDR loans at March 31, 2011 was $12.0 million, of which $7.5 million were classified as nonaccrual.

The primary benefit of the restructured multiple loan workout strategy is to maximize the potential return by restructuring the loan into a good loan (the A loan) and a bad loan
(the B loan). The impact on interest is positive because the Bank is collecting interest on the A loan rather than potentially foregoing interest on the entire original loan structure. The A loan is underwritten pursuant to the Banks standard
requirements and graded accordingly. The B loan is classified as either doubtful or loss. An impairment analysis is performed on the B loan and, based on its results, all or a portion of the B note is charged-off or a
specific loan loss reserve is established.

The Company does not modify its nonaccrual policies in this arrangement, and the A
loan and the B loan stand on their own terms. At the time of its inception, this structure meets the definition of a TDR. If the loan is on nonaccrual at the time of restructure, the A loan is held on nonaccrual until six consecutive payments have
been received, at which time it may be put back on an accrual status. Once the A loan has received 12 consecutive payments, it may no longer be reported as a TDR. The B loan is placed on nonaccrual. Under the terms of each loan, the borrowers
payment is contractually due.



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A further breakout of nonaccrual loans, excluding covered loans, at March 31, 2011 and
December 31, 2010 is below (dollars in thousands):



|                                  |  |                     |        |  |                       |  |       |                     |  |   |                       |  |  |  |       |  
|--------------------------------- |  | ------------------- | ------ |  | --------------------- |  | ----- | ------------------- |  | - | --------------------- |  |  |  | ----- | -
|                                  |  | March 31, 2011      |        |  | December 31, 2010     | 
|                                  |  |                     |        | 
|                                  |  | Amount ofNonaccrual |        |  | % of Non-CoveredLoans |  |       | Amount ofNonaccrual |  |   | % of Non-CoveredLoans | 
|Mortgage loans on real estate:    |  |                     |        |  |                       |  |       |                     |  |   |                       |  |  |  |       |  
|Residential 1-4 family            |  | $                   | 8,421  |  |                       |  | 6.32  | %                   |  | $ | 9,600                 |  |  |  | 6.98  | %
|Commercial                        |  |                     | 8,589  |  |                       |  | 4.27  | %                   |  |   | 7,181                 |  |  |  | 3.50  | %
|Construction and land development |  |                     | 22,804 |  |                       |  | 23.93 | %                   |  |   | 16,854                |  |  |  | 16.24 | %
|Second mortgages                  |  |                     | 289    |  |                       |  | 3.43  | %                   |  |   | 218                   |  |  |  | 2.25  | %
|Multifamily                       |  |                     |       |  |                       |  |      |                     |  |   |                      |  |  |  |      |  
|Agriculture                       |  |                     | 53     |  |                       |  | 1.75  | %                   |  |   |                      |  |  |  |      |  
|                                  |  |                     |        |  |                       |  |       |                     |  |   |                       |  |  |  |       |  
|Total real estate loans           |  |                     | 40,156 |  |                       |  | 8.80  | %                   |  |   | 33,853                |  |  |  | 7.21  | %
|Commercial loans                  |  |                     | 1,734  |  |                       |  | 3.68  | %                   |  |   | 2,619                 |  |  |  | 5.90  | %
|Consumer installment loans        |  |                     | 139    |  |                       |  | 1.60  | %                   |  |   | 60                    |  |  |  | 0.61  | %
|All other loans                   |  |                     |       |  |                       |  |      |                     |  |   |                      |  |  |  |      |  
|                                  |  |                     |        |  |                       |  |       |                     |  |   |                       |  |  |  |       |  
|Gross loans                       |  | $                   | 42,029 |  |                       |  | 8.17  | %                   |  | $ | 36,532                |  |  |  | 6.95  | %
|                                  |  |                     |        |  |                       |  |       |                     |  |   |                       |  |  |  |       |  

At March 31, 2011, the Company had 23 construction and land development credit relationships
in nonaccrual status. The borrowers under 16 of these relationships are residential land developers, and the borrowers under the remaining seven are commercial land developers. All of the relationships are secured by the real estate to be developed,
and almost all of such projects are in the Companys central Virginia market. The total amount of the credit exposure outstanding at March 31, 2011 was $22.8 million. These loans have either been charged-down or sufficiently reserved
against to equate to the current expected realizable value.

During the first quarter of 2011, the Company charged off $1.8
million with respect to seven of these relationships. The total amount of the allowance for loan losses attributed to all 23 relationships was $8.3 million at March 31, 2011, or 36.4% of the total credit exposure outstanding. The Company
establishes its reserves as described above in Allowance for Loan Losses on Non-covered loans in the Critical Accounting Policies section. In conjunction with the impairment analysis the Company performs as part of its allowance methodology,
the Company ordered appraisals for all loans with balances in excess of $250,000 unless there existed an appraisal that was not older than 12 months. The Company orders an automated valuation for balances between $100,000 and $250,000 and uses a
ratio analysis for balances less than $100,000. The Company maintains detailed analysis and other information for its allowance methodology, both for internal purposes and for review by its regulators.

Asset Quality  covered assets

Loans accounted for under ASC 310-30 are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan. Accordingly, acquired impaired loans
that are contractually past due are still considered to be accruing and performing loans.

The Company makes an estimate of
the total cash flows that it expects to collect from a pool of covered loans, which include undiscounted expected principal and interest. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected.
Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as impairment in the current period through the allowance for loan losses. Subsequent increases in expected cash flows are first used to reverse any
existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the yield over the remaining life of the pool.



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Covered assets that would normally be considered nonperforming except for the accounting
requirements regarding purchased impaired loans and other real estate owned covered by the FDIC shared loss agreements at March 31, 2011 and December 31, 2010 are as follows;



|                                         |  |                |         |   |                   |   |         |  
|---------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|(dollars in thousands)                   |  |                |         |   |                   |  
|                                         |  | March 31, 2011 |         |   | December 31, 2010 |  
|Nonaccrual covered loans(1)              |  | $              | 18,440  |   |                   | $ | 21,986  |  
|Fair value adjustment                    |  |                | (10,435 | ) |                   |   | (12,430 | )
|                                         |  |                |         |   |                   |   |         |  
|Nonaccrual covered loans at fair value   |  |                | 8,005   |   |                   |   | 9,556   |  
|Other real estate owned (OREO) - covered |  |                | 9,116   |   |                   |   | 9,889   |  
|                                         |  |                |         |   |                   |   |         |  
|Total nonperforming covered assets       |  | $              | 17,121  |   |                   | $ | 19,445  |  
|                                         |  |                |         |   |                   |   |         |  



|(1) | Amount is based on contractual book value. Contractual book value of total covered loans is $182.3 million and $191.5 million at March 31, 2011
and December 31, 2010, respectively. In accordance with ASC 310, covered loans are recorded at carrying value of $108.3 million and $115.5 million at March 31, 2011 and December 31, 2010, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capital Requirements

The determination of capital adequacy depends upon a number of factors, such as asset quality, liquidity, earnings, growth trends and
economic conditions. The Company seeks to maintain a strong capital base to support its growth and expansion plans, provide stability to current operations and promote public confidence in the Company.

The federal banking regulators have defined three tests for assessing the capital strength and adequacy of banks, based on two
definitions of capital. Tier 1 capital is defined as common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles. Tier 2 capital is defined as specific subordinated debt, some
hybrid capital instruments and other qualifying preferred stock and a limited amount of the loan loss allowance. Total capital is defined as tier 1 capital plus tier 2 capital. Three risk-based capital ratios are computed using
the above capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy. All assets and off-balance sheet risk items are grouped into categories according to degree of risk and assigned
a risk-weighting and the resulting total is risk-weighted assets. Tier 1 risk-based capital is tier 1 capital divided by risk-weighted assets. Total risk-based capital is total capital divided by risk-weighted
assets. The leverage ratio is tier 1 capital divided by total average assets.

Total stockholders equity was $105.9
million at March 31, 2011. The Companys ratio of total risk-based capital was 15.8% at March 31, 2011 compared to 15.6% at December 31, 2010. The tier 1 risk-based capital ratio was 14.7% at March 31, 2011 and 14.4% at
December 31, 2010. The Companys tier 1 leverage ratio was 8.5% at March 31, 2011 and 8.1% at December 31, 2010. All capital ratios exceed regulatory minimums. In the fourth quarter of 2003, BOE issued trust preferred
subordinated debt that qualifies as regulatory capital. This trust preferred debt, which has been assumed by the Company, has a 30-year maturity with a 5-year call option and was issued at a rate of three month LIBOR plus 3.0%. The weighted average
cost of this instrument was 3.3% during the quarter ended March 31, 2011.

The Company will defer the May 2011 payment of
its regular quarterly cash dividend with respect to its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, which the Company issued to the United States Department of Treasury in connection with the Companys participation in the
Treasurys TARP Capital Purchase Program in December 2008. The Company had previously deferred the August and November 2010 and February 2011 payments. The Company has also deferred, beginning in September 2010, the interest payments
that it makes with respect to trust preferred subordinated debt.

Liquidity

Liquidity represents the Companys ability to meet present and future financial obligations through either the sale or maturity of
existing assets or the acquisition of additional funds through liability management. Liquid assets



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include cash, interest-bearing deposits with banks, federal funds sold, and certain investment securities. As a result of the Companys management of liquid assets and the ability to
generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors requirements and meet its customers credit needs.

The Companys results of operations are significantly affected by its ability to manage effectively the interest rate sensitivity
and maturity of its interest-earning assets and interest-bearing liabilities. At each of March 31, 2011 and December 31, 2010, the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $32.9
million.

Off-Balance Sheet Arrangements and Contractual Obligations

A summary of the contract amount of the Banks exposure to off-balance sheet risk as of March 31, 2011 and December 31,
2010, is as follows (dollars in thousands):



|                                               |  |                |        |  |                   |   |        | 
|---------------------------------------------- |  | -------------- | ------ |  | ----------------- | - | ------ | 
|                                               |  | March 31, 2011 |        |  | December 31, 2010 |  
|Commitments to extend credit                   |  | $              | 56,191 |  |                   | $ | 63,659 | 
|Standby letters of credit                      |  |                | 11,645 |  |                   |   | 12,114 | 
|                                               |  |                |        |  |                   |   |        | 
|Total commitments with off-balance sheet risks |  | $              | 67,836 |  |                   | $ | 75,773 | 
|                                               |  |                |        |  |                   |   |        | 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any
condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on managements credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. Those lines of
credit may be drawn upon only to the total extent to which the Bank is committed.

Standby letters of credit are conditional
commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar
transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. The Bank holds certificates of deposit, deposit accounts, and real estate as collateral supporting
those commitments for which collateral is deemed necessary.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates or prices such as interest rates,
foreign currency exchange rates, commodity prices and equity prices. The Companys primary market risk exposure is interest rate risk. The ongoing monitoring and management of interest rate risk is an important component of the Companys
asset/liability management process, which is governed by policies established by its Board of Directors that are reviewed and approved annually. The Board of Directors delegates responsibility for carrying out asset/liability management policies to
the Asset/Liability Committee (ALCO) of the Bank. In this capacity, ALCO develops guidelines and strategies that govern the Companys asset/liability management related activities, based upon estimated market risk sensitivity,
policy limits and overall market interest rate levels and trends.



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Interest rate risk represents the sensitivity of earnings to changes in market interest
rates. As interest rates change, the interest income and expense streams associated with the Companys financial instruments also change, affecting net interest income, the primary component of the Companys earnings. ALCO uses the results
of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While ALCO routinely monitors simulated net interest income sensitivity over various periods, it also employs
additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing
interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Companys balance sheet. The simulation model is prepared and updated monthly. This sensitivity analysis is compared to ALCO
policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth, given a 200 basis point upward shift and a 200 basis point downward shift in interest rates. A
parallel shift in rates over a 12-month period is assumed. The following table represents the change to net interest income given interest rate shocks up and down 100 and 200 basis points at March 31, 2011:



|                      |  |                               |      |    |   |   |       |  
|--------------------- |  | ----------------------------- | ---- | -- | - | - | ----- | -
|                      |  | Change in net interest income |     
|                      |  | %                             |      |    | $ |  
|Change in Yield curve |  |                               |      |    |   |   |       |  
|+200 bp               |  |                               | (1.1 | )% |   | $ | (386  | )
|+100 bp               |  |                               | (0.8 | )% |   |   | (283  | )
|most likely           |  |                               | 0    | %  |   |   |      |  
|100 bp               |  |                               | 3.6  | %  |   |   | 1,308 |  
|200 bp               |  |                               | 3.0  | %  |   |   | 1,084 |  

At March 31,
2011, the Companys interest rate risk model indicated that, in a rising rate environment of 200 basis points over a 12 month period, net interest income could decrease by 1.1%. For the same time period, the interest rate risk model indicated
that in a declining rate environment of 200 basis points, net interest income could increase by 3.0%. While these percentages are subjective based upon assumptions used within the model, management believes the balance sheet is appropriately
balanced with acceptable risk to changes in interest rates.

The preceding sensitivity analysis does not represent a forecast
and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels such as yield curve shape, prepayments on
loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company
cannot make any assurances about the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to factors such as prepayment and refinancing levels likely deviating from those
assumed, the varying impact of interest rate change, caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes,
and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in response to, or in anticipation of, changes in interest rates.



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|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and Procedures

As of the end of the
period covered by this Form 10-Q, the Companys management, with the participation of the Companys recently selected chief executive officer and its chief financial officer (the Certifying Officers), conducted evaluations of
the Companys disclosure controls and procedures. As defined under Section 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), the term disclosure controls and procedures means controls
and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or
submits under the Exchange Act is accumulated and communicated to the issuers management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

Based on this evaluation, the Certifying Officers have concluded that the Companys disclosure controls and procedures were not
effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Companys disclosure obligations under the Exchange Act and the rules and
regulations promulgated under it. The Certifying Officers based this conclusion on the fact that the Company had a material weakness with respect to its process for identifying impaired loans. Additional information with respect to this issue is
included in the discussion below.

Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The
Companys internal control over financial reporting is a process designed under the supervision of the Certifying Officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Companys financial statements for external purposes in accordance with generally accepted accounting principles.

In the
Companys Annual Report on Form 10-K for the year ended December 31, 2010, managements assessment of the effectiveness of the Companys internal control over financial reporting cited a material weakness in the Companys
internal controls relating to its process for identifying impaired loans, as described below. A material weakness is a significant deficiency (as defined in the Public Company Accounting Oversight Boards Auditing Standard No. 5), or
combination of deficiencies, such that there is a reasonable possibility that a material misstatement in the annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work.
While management is not required to re-assess the effectiveness of internal control over financial reporting during the fiscal year, the Company has concluded that the material weakness continues to exist as of March 31, 2011, as described
below.

In the fourth quarter of 2010, the Company determined that, as a result of credit downgrades reported in the second
quarter of 2010 due to perceived credit weaknesses, the loans that the Company identified as impaired included all loans risk-rated substandard and doubtful and thus included some loans that were not impaired under generally accepted
accounting principles (GAAP). The GAAP definition states that an individual loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due in accordance with the contractual
terms of the loan agreement. As a consequence, the Company determined that it inadvertently overstated the total amount of impaired loans during the second and third quarters of 2010, as the substandard and doubtful loans included in the second and
third quarters were rated as such due to collateral deficiencies or financial documentation weaknesses but did not necessarily indicate impairment under the GAAP definition. Notwithstanding this situation, the Company does not believe that this
overstatement has had any material impact on the allowance for loan losses calculation for any period, as the portion of the allowance that was attributable to loans inaccurately designated as impaired would have nevertheless been
incorporated in the general component of the allowance

In the first quarter of 2011, the Company modified its application of
the definition of impaired loans to include all troubled debt restructured and nonaccrual loans. In addition, the Company reviewed all substandard and doubtful loans greater than $100,000 that were not on nonaccrual status, as well as loans with
other risk characteristics, pursuant to and specifically for compliance with the accounting definition of impairment as described above. As described in the next section below, the Company has also taken a number of steps to improve its process for
identifying impaired loans.



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As a result of the magnitude of the changes that the Company made to its level of impaired
loans during 2010 and the Companys continued efforts to appropriately identify loans deemed impaired, the Company has determined that the material weakness continues to exist as of March 31, 2011.

Remediation Steps to Address Material Weakness

To address the issues described above, the Company has taken the remediation steps discussed below.

The Company has centralized key credit administration functions, and these efforts are resulting in a number of improvements in these functions, including the current remediation of the material weakness
in the Companys internal controls relating to its process for identifying impaired loans. During 2010, the Company implemented an entity-wide credit processing program that includes a risk rating tool, requires detailed documentation for use
in the underwriting process, enhances managements ability to measure risk and standardizes underwriting across the Bank. In the first quarter of 2011, the Company hired a new chief credit officer with nearly 40 years of credit experience in
the banking industry and appointed a new senior credit officer with 22 years of credit experience in the banking industry. Also, during the first quarter of 2011, the Company enhanced its oversight of potential troubled assets by creating a new
internal special assets committee, and oversight at the Board of Directors level has been enhanced by a new credit committee. These actions have resulted in the implementation of key processes and procedures for credit administration, including a
clear definition for credits that are deemed to be impaired.

Management continues to develop the process and
procedures for the actual evaluation of potentially impaired loans on an entity-wide basis, including clear documentation to ensure consistent and accurate assessments. The Company will also conduct appropriate training across the organization on
this and related issues, as lenders in the organization must analyze and evaluate key credit issues on a consistent basis. Notwithstanding these additional necessary steps, the restructuring of the credit administration function now provides for the
review of all evaluations of impaired loans for accuracy.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Companys business, to which the Company, including its subsidiaries, is a party or of which
the property of the Company is subject.



|Item 1A. | Risk Factors
|-------- | ------------

As of the date of this report, there were no material changes to the risk factors previously disclosed in the Companys Annual Report
on Form 10-K for the year ended December 31, 2010.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | (Removed and Reserved)
|------- | ----------------------



|Item 5. | Other Information
|------- | -----------------

As previously reported, on September 30, 2009, the Company received a comment letter from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the
Staff) with respect to disclosures in certain of its periodic reports filed in 2009, and the Company received follow-up comment letters with respect to disclosures in periodic reports filed in 2009 and 2010. The Staff has notified the
Company that it has completed its review of these filings and that it does not have any further comments at this time.



|Item 6. | Exhibits
|------- | --------



|           |  |                                                                    
|---------- |  | -------------------------------------------------------------------
|ExhibitNo. |  | Description                                                        
|           | 
|31.1       |  | Rule 13a-14(a)/15d-14(a) Certification for Chief Executive Officer*
|           | 
|31.2       |  | Rule 13a-14(a)/15d-14(a) Certification for Chief Financial Officer*
|           | 
|32.1       |  | Section 1350 Certifications*                                       



|* | Filed herewith.
|- | ---------------





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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 thereunto duly authorized.



|                   |  |  |  |  |  |                                                                                   
|------------------ |  |  |  |  |  | ----------------------------------------------------------------------------------
|                   |  |  |  |  |  | COMMUNITY BANKERS TRUST CORPORATION                                               
|                   |  |  |  |  |  | (Registrant)                                                                      
|                   |  |  | 
|                   |  |  |  |  |  | /s/ Rex L. Smith, III                                                             
|                   |  |  |  |  |  | Rex L. Smith, III                                                                 
|                   |  |  |  |  |  | Executive Vice President
(principal executive officer)                            
|                   |  |  | 
|Date: May 13, 2011 |  |  |  |  |  |                                                                                   
|                   |  |  | 
|                   |  |  |  |  |  | /s/ Bruce E. Thomas                                                               
|                   |  |  |  |  |  | Bruce E. Thomas                                                                   
|                   |  |  |  |  |  | Executive Vice President and Chief Financial Officer (principal financial officer)
|                   |  |  | 
|Date: May 13, 2011 |  |  |  |  |  |                                                                                   



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