As recorded by

Fair Value

As recorded by

(Amounts in thousands)

Highlands

Adjustments

the Company

Assets

Cash and cash equivalents

$

25,879

$

-

$

25,879

Securities available for sale

53,732

-

53,732

Loans held for sale

263

-

263

Loans held for investment, net of allowance and mark

438,896

(11,429

)

( a )

427,467

Premises and equipment

16,722

(2,317

)

( b )

14,405

Other real estate

1,963

-

1,963

Other assets

25,556

2,250

( c )

27,806

Intangible assets

-

4,490

( d )

4,490

Total assets

$

563,011

$

(7,006

)

$

556,005

LIABILITIES

Deposits:

Noninterest-bearing

$

155,714

$

-

$

155,714

Interest-bearing

346,028

1,261

( e )

347,289

Total deposits

501,742

1,261

503,003

Long term debt

40

-

40

Other liabilities

2,938

198

( f )

3,136

Total liabilities

504,720

1,459

506,179

Net identifiable assets acquired over (under) liabilities assumed

58,291

(8,465

)

49,826

Goodwill

-

36,821

Net assets acquired over liabilities assumed

$

58,291

$

28,356

$

86,647

Consideration:

First Community Bankshares, Inc. common

2,792,729

Purchase price per share of the Company's common stock

$

31.02

Fair value of Company common stock issued

86,631

Cash paid for fractional shares

16

Fair Value of total consideration transferred

$

86,647