Form 10-Q

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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 September 30, 2010

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

Commission File Number: 0-20293

UNION FIRST MARKET BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

VIRGINIA

54-1598552

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

111 Virginia Street

Suite 200

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

The number of shares of common stock outstanding as of October 22, 2010 was 25,955,213

UNION FIRST MARKET BANKSHARES CORPORATION

FORM 10-Q

INDEX


ITEM		PAGE

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2010, December 31, 2009 and September 30, 2009	1

	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2010 and 2009	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	4

	Notes to Condensed Consolidated Financial Statements	5

	Report of Independent Registered Public Accounting Firm	22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	44

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 6.	Exhibits	45

Signatures		46

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)


	September 30, 2010			December 31, 2009		September 30, 2009
	(Unaudited)			(Audited)		(Unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	76,981		$	38,725	$	36,601
Interest-bearing deposits in other banks		2,329			4,106		31,552
Money market investments		143			127		243
Other interest-bearing deposits		—			2,598		2,598
Federal funds sold		685			355		318

Total cash and cash equivalents		80,138			45,911		71,312


Securities available for sale, at fair value		576,040			400,591		398,870


Loans held for sale		84,381			54,280		42,096


Loans, net of unearned income		2,842,267			1,874,224		1,885,075
Less allowance for loan losses		37,395			30,484		32,930

Net loans		2,804,872			1,843,740		1,852,145


Bank premises and equipment, net		91,054			78,722		79,196
Other real estate owned		26,382			22,509		13,783
Core deposit intangibles, net		28,762			7,690		8,171
Goodwill		57,567			56,474		56,474
Other assets		110,127			77,355		61,237

Total assets	$	3,859,323		$	2,587,272	$	2,583,284


LIABILITIES
Noninterest-bearing demand deposits	$	495,779		$	294,222	$	299,452
Interest-bearing deposits:
NOW accounts		359,986			215,327		199,777
Money market accounts		756,938			446,980		428,729
Savings accounts		153,928			102,852		101,655
Time deposits of $100,000 and over		577,239			407,894		446,777
Other time deposits		730,325			449,089		489,178

Total interest-bearing deposits		2,578,416			1,622,142		1,666,116

Total deposits		3,074,195			1,916,364		1,965,568


Securities sold under agreements to repurchase		69,693			50,550		44,455
Other short-term borrowings		41,200			115,201		15,000
Trust preferred capital notes		60,310			60,310		60,310
Long-term borrowings		154,864			140,000		140,000
Other liabilities		28,465			22,759		17,720

Total liabilities		3,428,727			2,305,184		2,243,053


Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock, $10.00 par value, $1,000 liquidation value, shares authorized 500,000; issued and outstanding, 35,595 shares, no shares and 59,000 shares, respectively		35,595			—		58,874
Common stock, $1.33 par value, shares authorized 36,000,000; issued and outstanding, 25,955,213 shares, 18,419,567 shares, and 18,335,266 shares, respectively		34,460			24,462		24,395
Surplus		184,964			98,136		96,681
Retained earnings		167,718			155,047		155,073
Warrant		—			—		2,808
Discount on preferred stock		(1,240	)		—		(2,418	)
Accumulated other comprehensive income		9,099			4,443		4,818

Total stockholders’ equity		430,596			282,088		340,231


Total liabilities and stockholders’ equity	$	3,859,323		$	2,587,272	$	2,583,284

See accompanying notes to condensed consolidated financial statements.

- 1 -

UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2010		2009		2010		2009
Interest and dividend income:
Interest and fees on loans	$	43,571	$	28,308	$	126,234	$	83,680
Interest on Federal funds sold		2		—		17		—
Interest on deposits in other banks		49		9		72		123
Interest and dividends on securities:
Taxable		3,176		2,794		10,218		7,860
Nontaxable		1,642		1,391		4,539		4,180

Total interest and dividend income		48,440		32,502		141,080		95,843


Interest expense:
Interest on deposits		7,956		9,330		23,056		31,222
Interest on Federal funds purchased		5		16		19		16
Interest on short-term borrowings		367		640		1,628		1,983
Interest on long-term borrowings		1,463		1,699		4,001		5,387

Total interest expense		9,791		11,685		28,704		38,608


Net interest income		38,649		20,817		112,376		57,235
Provision for loan losses		5,912		4,517		14,868		12,502

Net interest income after provision for loan losses		32,737		16,300		97,508		44,733


Noninterest income:
Service charges on deposit accounts		2,243		2,115		6,795		6,216
Other service charges, commissions and fees		2,860		1,507		8,311		4,422
Gains on securities transactions, net		38		16		62		30
Gains on sales of loans		5,962		3,761		15,701		12,396
Gains (losses) on sales of other real estate and bank premises, net		332		30		376		(24	)
Other operating income		918		482		2,948		1,482

Total noninterest income		12,353		7,911		34,193		24,522


Noninterest expenses:
Salaries and benefits		17,451		10,856		50,269		32,403
Occupancy expenses		2,947		1,780		8,453		5,312
Furniture and equipment expenses		1,691		1,080		4,874		3,451
Other operating expenses		11,895		7,389		42,336		22,217

Total noninterest expenses		33,984		21,105		105,932		63,383


Income before income taxes		11,106		3,106		25,769		5,872
Income tax expense		3,033		301		7,271		361

Net income	$	8,073	$	2,805	$	18,498	$	5,511
Dividends paid and accumulated on preferred stock		462		737		1,227		2,212
Accretion of discount on preferred stock		62		125		163		372

Net income available to common shareholders	$	7,549	$	1,943	$	17,108	$	2,927


Earnings per common share, basic	$	0.29	$	0.13	$	0.68	$	0.21

Earnings per common share, diluted	$	0.29	$	0.13	$	0.68	$	0.21

See accompanying notes to condensed consolidated financial statements.

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UNION FIRST MARKET BANKSHARES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Preferred
Stock

Common
Stock

Surplus

Retained
Earnings

Warrant

Discount
on
Preferred
Stock

Accumulated
Other
Comprehensive
Income
(Loss)

Comprehensive
Income

Total

Balance - December 31, 2008

58,874

18,055

43,435

155,140

2,808

(2,790

)

(1,724

)

273,798

Comprehensive income:

Net income

5,511

Unrealized holding gains arising during the period (net of tax, $3,533)

6,561

Reclassification adjustment for gains included in net income (net of tax, $11)

(19

)

Other comprehensive income (net of tax, $3,522)

6,542

Total comprehensive income

12,053

Issuance of Common stock (4,725,000 shares)

6,284

52,686

58,970

Dividends on Common Stock ($.24 per share)

(3,272

)

(3,272

)

Tax benefit from exercise of stock awards

Issuance costs of Preferred Stock

(50

)

(50

)

Dividends on Preferred Stock

(1,934

)

(1,934

)

Accretion of discount on Preferred Stock

(372

)

372

—

Issuance of Common Stock under Dividend Reinvestment Plan (26,471 shares)

322

357

Issuance of Common Stock under Incentive Stock Option Plan (900 shares)

Vesting of Restricted Stock under Stock Incentive Plan (14,313 shares)

(20

)

—

Stock-based compensation expense

296

Balance - September 30, 2009

58,874

24,395

96,681

155,073

2,808

(2,418

)

4,818

340,231

Balance - December 31, 2009

—

24,462

98,136

155,047

—

4,443

282,088

Comprehensive income:

Net income

18,498

Change in fair value of interest rate swap

(2,858

)

Unrealized holding gains arising during the period (net of tax, $4,068)

7,554

Reclassification adjustment for gains included in net income (net of tax, $22)

(40

)

Other comprehensive income (net of tax, $4,046)

4,656

Total comprehensive income

23,154

Issuance of Common stock (7,477,274 shares)

9,945

86,021

95,966

Dividends on Common Stock ($.18 per share)

(4,667

)

(4,667

)

Tax benefit from exercise of stock awards

Issuance of Preferred Stock

35,595

(1,403

)

34,192

Dividends on Preferred Stock

(997

)

(997

)

Accretion of discount on Preferred Stock

(163

)

163

—

Issuance of Common Stock under Dividend Reinvestment Plan (21,833 shares)

252

272

Issuance of Common Stock under Incentive Stock Option Plan (4,541 shares)

Vesting of Restricted Stock under Stock Incentive Plan (21,573 shares)

(26

)

—

Stock-based compensation expense

567

Balance - September 30, 2010

35,595

34,460

184,964

167,718

—

(1,240

)

9,099

430,596

See accompanying notes to condensed consolidated financial statements.

- 3 -

UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(Dollars in thousands)

(Unaudited)


	2010			2009
Operating activities:
Net income	$	18,498		$	5,511
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization of bank premises and equipment		4,846			3,845
Amortization, net		4,885			3,127
Provision for loan losses		14,868			12,502
Increase in loans held for sale, net		(30,101	)		(12,672	)
Gains on the sale of investment securities		(62	)		(30	)
(Gains) losses on sales of other real estate owned and premises, net		(376	)		24
Stock-based compensation expense		567			296
Decrease (increase) in other assets		1,021			(129	)
Increase in other liabilities		3,874			176

Net cash and cash equivalents provided by operating activities		18,020			12,650

Investing activities:
Purchases of securities available for sale		(141,868	)		(145,850	)
Proceeds from sales of securities available for sale		106,549			4,127
Proceeds from maturities, calls and paydowns of securities available for sale		85,153			61,359
Net increase in loans		(6,427	)		(26,219	)
Sales (purchases) of bank premises and equipment and OREO, net		6,986			(2,118	)
Cash received in bank acquisition		137,460			—

Net cash and cash equivalents provided by (used in) investing activities		187,853			(108,701	)

Financing activities:
Net increase in noninterest-bearing deposits		30,440			24,623
Net (decrease) increase in interest-bearing deposits		(80,932	)		13,946
Net decrease in short-term borrowings		(114,858	)		(63,827	)
Net decrease in long-term borrowings		(925	)		(10,000	)
Cash dividends paid - common stock		(4,667	)		(3,272	)
Cash dividends paid - preferred stock		(997	)		(1,934	)
Tax benefit from the exercise of equity-based awards		3			4
Proceeds from the issuance of common stock		290			59,336
Issuance costs of preferred stock		—			(50	)

Net cash and cash equivalents (used in) provided by financing activities		(171,646	)		18,826

Increase (decrease) in cash and cash equivalents		34,227			(77,225	)
Cash and cash equivalents at beginning of the period		45,911			148,537

Cash and cash equivalents at end of the period	$	80,138		$	71,312


Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	28,291		$	39,232
Income taxes		8,672			—

Supplemental Schedule of Noncash Activities
Unrealized gains on securities available for sale	$	11,569		$	10,064
Unrealized loss on cash flow hedge		(2,858	)		—
Transfer of loans to other real estate owned, net		11,851			10,165
Common stock issued for acquisition		96,083			—
Preferred stock issued for acquisition		34,192			—

Transactions related to bank acquisitions
Increase in assets and liabilities:
Loans	$	981,541		$	—
Securities		218,676			—
Other Assets		78,542			—
Noninterest bearing deposits		171,117			—
Interest bearing deposits		1,037,206			—
Borrowings		75,789			—
Other Liabilities		1,832			—

See accompanying notes to condensed consolidated financial statements.

- 4 -

UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2010

1.	ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of Union First Market Bankshares Corporation and its subsidiaries (the “Company”). Significant inter-company accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2009 Annual Report on Form 10-K. If needed, certain previously reported amounts have been reclassified to conform to current period presentation.

The Company has adopted Accounting Standards Codification (“ASC”) 105, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.

2.	BUSINESS COMBINATIONS

On February 1, 2010, the Company completed its previously announced acquisition of First Market Bank, FSB (“First Market Bank or FMB”) in an all stock transaction. First Market Bank’s common shareholders received 6,273.259 shares of the Company’s common stock in exchange for each share of First Market Bank’s common stock, resulting in the Company issuing 6,701,478 common shares. The Series A preferred shareholder of First Market Bank received 775,795 shares of the Company’s common stock in exchange for all shares of the Series A preferred stock. In connection with the transaction, the Company issued a total of 7,477,273 common shares with an acquisition date fair value of $96.1 million. The Series B and Series C preferred shareholder of First Market Bank received 35,595 shares of the Company’s Series B preferred stock in exchange for all shares of the Series B and Series C preferred stock.

The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair values on the acquisition date. Assets acquired totaled $1.4 billion, including $981.5 million in net loans and $218.7 million in investment securities. Liabilities assumed were $1.3 billion, including $1.2 billion of deposits. In connection with the acquisition, the Company recorded $1.1 million of goodwill and $26.4 million of core deposit intangible. The core deposit intangible is being amortized over an average of 4.3 years using an accelerated method. In addition, the Company recorded $1.2 million related to a trademark intangible. This is being amortized over a three year time period. The recorded goodwill was allocated to the community banking segment of the Company and is non-deductible for tax purposes.

- 5 -

between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carryover of First Market Bank’s previously established allowance for loan losses. Subsequent decreases in the expected cash flows will require the Company to evaluate the need for additions to the Company’s allowance for credit losses. Subsequent improvements in expected cash flows will result in the recognition of additional interest income over the then remaining lives of the loans.

The consideration paid for First Market Bank and the amounts of acquired identifiable assets and liabilities and preferred equity assumed as of the acquisition date were as follows (dollars in thousands):


Purchase price:
Value of:

Common shares issued (7,477,273 shares)	$	96,083
U. S. Treasury investment in First Market Bank		34,192

Total purchase price		130,275

Identifiable assets:
Cash and due from banks		137,460
Investment securities		218,676
Loans and leases		981,541
Core deposit intangible		26,400
Other assets		51,049

Total assets		1,415,126


Liabilities and equity:
Deposits		1,208,323
Short-term borrowings		60,000
Long-term borrowings		15,789
Other liabilities		1,832

Total liabilities		1,285,944


Net assets acquired		129,182


Goodwill resulting from acquisition	$	1,093

Interest income on acquired loans for the third quarter of 2010 was approximately $13.4 million. The outstanding principal balance and the carrying amount of these loans that is included in the consolidated balance sheet at September 30, 2010 is as follows (dollars in thousands):


Outstanding principal balance	$	872,343
Carrying amount	$	857,061

Loans obtained in the acquisition of First Market Bank for which there is specific evidence of credit deterioration and for which it was probable that the Company would be unable to collect all contractually required principal and interest payments represent less than 0.43% of the Company’s consolidated assets and, accordingly, are not considered material.

The table that follows presents certain pro forma information as if First Market Bank had been acquired on January 1, 2009 for 2009 and January 1, 2010 for 2010. These results combine the historical results of First Market Bank into the Company’s consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair valuation adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on the stated dates. In particular, no adjustments have been made to eliminate the amount of First Market Bank’s provision for credit losses of $4.4 million in 2009 (there was no provision for loan losses during the month of January 2010 for First Market Bank) that would not have been necessary had the acquired loans been recorded at fair value as of the beginning of each year. The disclosure of First Market Bank’s post-acquisition revenue and net income were not practicable due to combining its operations with the Company’s largest affiliate shortly after the acquisition.

- 6 -

Additionally, the Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts that follow (dollars in thousands):


	Pro forma Nine months ended September 30,
	2010		2009

Total revenues	$	181,518	$	178,978
Net income	$	23,821	$	9,044

Acquisition-related expenses associated with the acquisition of First Market Bank were $123,000 and $7.8 million for the three and nine month periods ended September 30, 2010, respectively, and are recorded in “Other operating expenses” in the Company’s condensed consolidated statements of income. Acquisition-related expenses were $307,000 and $948,000 for the three and nine months ended September 2009. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, integrating operations, and employee severances, which have been expensed as incurred.

A summary of acquisition-related expenses associated with the First Market Bank acquisition included in the condensed consolidated statements of income is as follows (dollars in thousands). Included in the equipment and net occupancy category is the write-down of select fixed assets of approximately $1.7 million following acquisition.


	Three months ended September 30, 2010		Nine months ended September 30, 2010
Salaries and employee benefits	$	—	$	1,671
Equipment and net occupancy		—		2,405
Professional services		5		1,652
Other costs of operations		118		2,109

Total	$	123	$	7,837

Total acquisition costs incurred from the date the Company announced the acquisition of First Market Bank through September 30, 2010 were $9.3 million, approximately $1.5 million below the initial estimate of approximately $10.8 million. No further costs are expected.

During the third quarter of 2010, the Company compared the expected prepayments at acquisition to actual prepayments and anticipated future payments. The slower prepayment speed noted on land loans during this assessment is considered a change in accounting estimate and resulted in a lower effective yield. A cumulative reduction of $994,000 in discount accretion was recorded during the third quarter, of which $319,000 relates to the current quarter, to align year-to-date accretion following an assessment of actual and anticipated future payments.

3.	STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted ASC 718, Stock Compensation. This statement requires the costs resulting from all share-based payments to employees to be recognized in the financial statements.

The Company’s 2003 Stock Incentive Plan provides for the granting of incentive stock options, non-statutory stock options, and nonvested stock awards to key employees of the Company. The stock incentive plan makes available 525,000 shares which may be awarded to employees of the Company in the form of incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code of 1986, non-statutory stock options, and nonvested stock. Under the plan, the option price cannot be less than the fair market value of the stock on the grant date. The stock option’s maximum term is 10 years from the date of grant and generally vests in equal annual installments of 20 percent over a five-year vesting schedule. The Company issues new shares to satisfy share-based awards. As of September 30, 2010, there were 94,268 shares available for issuance under the Company’s 2003 Stock Incentive Plan.

- 7 -

For the three month and nine month periods ended September 30, 2010, the Company recognized stock-based compensation expense of approximately $223,000 and $410,000, net of tax, respectively, and less than $0.01 per common share for both periods ended September 30, 2010.

Stock Options

The following table summarizes the stock option activity for the nine months ended September 30, 2010:


	Number of Stock Options			Weighted Average Exercise Price
Options outstanding, December 31, 2009		216,180		$	21.03
Granted		130,000			16.40
Exercised		(4,541	)		8.73
Forfeited		(9,854	)		19.61

Options outstanding, September 30, 2010		331,786			19.33

Options exercisable, September 30, 2010		188,919			20.78

The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table for the nine months ended September 30, 2010 and 2009:


	Nine Months Ended September 30,
	2010			2009
Dividend yield (1)		2.48	%		2.45	%
Expected life in years (2)		7.0			7.2
Expected volatility (3)		37.92	%		34.84	%
Risk-free interest rate (4)		3.23	%		2.80	%

Weighted average fair value per option granted	$	5.53		$	3.89

(1)

Calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.

(2)

Based on the average of the contractual life and vesting schedule for the respective option.

(3)

Based on the monthly historical volatility of the Company’s stock price over the expected life of the options.

(4)

Based upon the U.S. Treasury bill yield curve, for periods within the contractual life of the option, in effect at the time of grant.

The following table summarizes information concerning stock options issued to the Company’s employees that are vested or are expected to vest and stock options exercisable as of September 30, 2010 (dollars in thousands, except share and per share amounts):


	Stock Options Vested or Expected to Vest		Exercisable
Stock options		315,386		188,919
Weighted average remaining contractual life in years		5.61		3.20
Weighted average exercise price on shares above water	$	10.30	$	10.13
Aggregate intrinsic value	$	98	$	96

The total intrinsic value for stock options exercised during the three and nine months ended September 30, 2010 was zero and $18,000, respectively. No options were exercised in the third quarter of 2010. The fair value of stock options vested during the nine months ended September 30, 2010 was approximately $113,000. Cash received from the exercise of stock options for the three and nine months ended September 30, 2010 was zero and $40,000, respectively.

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Nonvested Stock

The 2003 plan permits the granting of nonvested stock, but such grants are limited to one-third of the aggregate number of total awards granted. This equity component of compensation is divided between restricted (time-based) stock grants and performance-based stock grants. The restricted stock generally vests on either of the following vesting schedules: 1) In four installments, 25% at the ends of each of the four years following the grant date, or 2) In two installments, 50% at the end of the third year following the grant date and 50% at the end of the fourth year following the grant date. The performance-based stock is subject to vesting on the fourth anniversary of the date of the grant based on the performance of the Company’s stock price. The value of the nonvested stock awards was calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded. Employees have the right to vote the shares and to receive cash or stock dividends (restricted stock), if any, except for the nonvested stock under the performance-based component (performance stock).

The following table summarizes the nonvested stock activity for the nine months ended September 30, 2010:

Number of
Shares of
Restricted Stock

Performance
Stock

Weighted
Average Grant-
Date Fair Value

Balance, December 31, 2009

79,190

330

20.66

Granted

49,462

15,000

15.03

Released

(21,573

)

—

22.99

Forfeited

(5,304

)

(330

)

15.94

Balance, September 30, 2010

101,775

15,000

15.49

The estimated unamortized compensation expense, net of estimated forfeitures, related to nonvested stock and stock options issued and outstanding as of September 30, 2010 that will be recognized in future periods is as follows (dollars in thousands):

Stock Options

Restricted
Stock

Total

For the three months remaining of 2010

152

209

For year ending December 31, 2011

174

389

563

For year ending December 31, 2012

151

384

535

For year ending December 31, 2013

151

163

314

For year ending December 31, 2014

163

221

For year ending December 31, 2015

—

Total

773

1,146

1,919

4.	ALLOWANCE FOR LOAN LOSSES

The following summarizes activity in the allowance for loan losses for the nine months ended September 30, 2010 and 2009 (dollars in thousands):


	September 30, 2010			September 30, 2009
Beginning balance	$	30,484		$	25,496
Recoveries credited to allowance		1,736			1,024
Loans charged off		(9,693	)		(6,092	)
Provision for loan losses		14,868			12,502

Ending balance	$	37,395		$	32,930

In accordance with current GAAP, the allowance for loan losses of First Market Bank was not carried over to the Company at acquisition date.

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5.	EARNINGS PER SHARE

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS uses as the denominator the weighted average number of common shares outstanding during the period, including the effect of potentially dilutive common shares outstanding attributable to stock awards. Dividends on preferred stock and amortization of discount on preferred stock are treated as a reduction of the numerator in calculating basic and diluted EPS. There were approximately 247,206 and 178,203 shares underlying anti-dilutive stock awards as of September 30, 2010 and 2009, respectively. Dividends paid on nonvested stock awards were approximately $10,000 and $8,000 as of September 30, 2010 and 2009.

The following is a reconcilement of the denominators of the basic and diluted EPS computations for the three and nine months ended September 30, 2010 and 2009 (dollars and shares in thousands, except per share amounts):


	Net Income Available to Common Shareholders (Numerator)		Weighted Average Common Shares (Denominator)		Per Share Amount
For the Three Months ended September 30, 2010
Net income	$	8,073		25,882	$	0.31
Less: dividends paid and accumulated on preferred stock		462		—		0.02
Less: accretion of discount on preferred stock		62		—		—

Basic	$	7,549		25,882	$	0.29
Add: potentially dilutive common shares - stock awards		—		39		—

Diluted	$	7,549		25,920	$	0.29


For the Three Months ended September 30, 2009
Net income		2,805		15,124	$	0.19
Less: dividends paid and accumulated on preferred stock		737		—		0.05
Less: accretion of discount on preferred stock		125		—		0.01

Basic	$	1,943		15,124	$	0.13
Add: potentially dilutive common shares - stock awards		—		41		—

Diluted	$	1,943		15,165	$	0.13


For the Nine Months ended September 30, 2010
Net income	$	18,498		24,993	$	0.74
Less: dividends paid and accumulated on preferred stock		1,227		—		0.05
Less: accretion of discount on preferred stock		163		—		0.01

Basic	$	17,108		24,993	$	0.68
Add: potentially dilutive common shares - stock awards		—		43		—

Diluted	$	17,108		25,036	$	0.68


For the Nine Months ended September 30, 2009
Net income	$	5,511		14,093	$	0.39
Less: dividends paid and accumulated on preferred stock		2,212		—		0.16
Less: accretion of discount on preferred stock		372		—		0.02

Basic	$	2,927		14,093	$	0.21
Add: potentially dilutive common shares - stock awards		—		41		—

Diluted	$	2,927		14,134	$	0.21

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6.	TRUST PREFERRED CAPITAL NOTES

During the first quarter of 2006, Union Bankshares Corporation Statutory Trust II (“Statutory Trust II”), a wholly owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities in connection with the acquisition of Prosperity Bank & Trust Company. A Trust Preferred Capital Note of $36.0 million was issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate (three month LIBOR plus 1.40%) which adjusts and is payable quarterly. The interest rate for the period ended September 30, 2010 was 1.69%. The redeemable capital securities may be called at par after five years on March 31, 2011 and each quarterly anniversary of such date until the securities mature in 30 years on March 31, 2036. The principal asset of the Statutory Trust II is $37.1 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital notes, of which $1.1 million is reflected as the Company’s investment in Statutory Trust II reported as “Other assets” within the financial statements.

During the first quarter of 2004, Union Bankshares Corporation Statutory Trust I (“Statutory Trust I”), a wholly owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities in connection with the acquisition of Guaranty Financial Corporation. A Trust Preferred Capital Note of $22.5 million was issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate (three month LIBOR plus 2.75%) which adjusts and is payable quarterly. The interest rate for the period ended September 30, 2010 was 3.04%. The redeemable capital securities have been redeemable at par since June 17, 2009 and each quarterly anniversary of such date until the securities mature on June 17, 2034. The principal asset of the Statutory Trust I is $23.2 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital notes, of which $696,000 is reflected as the Company’s investment in Statutory Trust I reported as “Other assets” within the financial statements.

7.	SEGMENT REPORTING DISCLOSURES

The Company has two reportable segments: a traditional full service community bank business and a mortgage loan origination business. The community bank business includes three banks, which provide loan, deposit, investment, and other banking services to consumer and commercial customers through 91 branch offices located in Virginia. On October 12, 2010, the Company combined two of its community banks, Northern Neck State Bank and Rappahannock National Bank, into its largest bank affiliate, Union First Market Bank. As a result of this transaction, Union First Market Bank is the Company’s only bank subsidiary. The Company’s largest affiliate, Union First Market Bank, also offers trust services. The mortgage segment provides a variety of mortgage loan products principally in Virginia, Maryland, North Carolina, and South Carolina. These loans are originated and sold primarily in the secondary market through purchase commitments from investors, which subject the Company to only de minimis risk.

Profit and loss is measured by net income after taxes including realized gains and losses on the Company’s investment portfolio. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Inter-segment transactions are recorded at cost and eliminated as part of the consolidation process.

Both of the Company’s reportable segments are service based. The mortgage business is a fee-based business while the community banks are driven principally by net interest income. The community banks provide a distribution and referral network through their customers for the mortgage loan origination business. The mortgage segment offers a more limited referral network for the banks, due largely to the number of mortgage branches outside the banks’ operating markets.

The community bank segment provides the mortgage segment with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest at the three month LIBOR rate plus 25 basis points. These transactions are eliminated in the consolidation process. A management fee for operations and administrative support services is charged to all subsidiaries and eliminated in the consolidated totals.

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Information about reportable segments and reconciliation of such information to the consolidated financial statements for three and nine months ended September 30, 2010 and 2009 was as follows (dollars in thousands):


	Community Banks			Mortgage		Eliminations			Consolidated
Three Months Ended September 30, 2010
Net interest income	$	38,100		$	548	$	—		$	38,648
Provision for loan losses		5,912			—		—			5,912

Net interest income after provision for loan losses		32,188			548		—			32,736
Noninterest income		6,509			5,962		(118	)		12,353
Noninterest expenses		28,999			5,103		(118	)		33,984

Income before income taxes		9,698			1,407		—			11,105
Income tax expense		2,525			508		—			3,033

Net income	$	7,173		$	899	$	—		$	8,072

Total assets	$	3,849,574		$	91,736	$	(81,987	)	$	3,859,323


Three Months Ended September 30, 2009
Net interest income	$	20,467		$	350	$	—		$	20,817
Provision for loan losses		4,517			—		—			4,517

Net interest income after provision for loan losses		15,950			350		—			16,300
Noninterest income		4,234			3,757		(80	)		7,911
Noninterest expenses		17,542			3,644		(80	)		21,105

Income before income taxes		2,642			463		—			3,106
Income tax expense		133			168		—			301

Net income	$	2,509		$	295	$	—		$	2,805

Total assets	$	2,578,505		$	48,835	$	(44,056	)	$	2,583,284


Nine Months Ended September 30, 2010
Net interest income	$	110,844		$	1,532	$	—		$	112,376
Provision for loan losses		14,868			—		—			14,868

Net interest income after provision for loan losses		95,976			1,532		—			97,508
Noninterest income		18,838			15,706		(351	)		34,193
Noninterest expenses		92,671			13,612		(351	)		105,932

Income before income taxes		22,143			3,626		—			25,769
Income tax expense		5,919			1,352		—			7,271

Net income	$	16,224		$	2,274	$	—		$	18,498

Total assets	$	3,849,574		$	91,736	$	(81,987	)	$	3,859,323


Nine Months Ended September 30, 2009
Net interest income	$	56,145		$	1,091		—		$	57,235
Provision for loan losses		12,502			—		—			12,502

Net interest income after provision for loan losses		43,643			1,091		—			44,733
Noninterest income		12,378			12,385		(241	)		24,522
Noninterest expenses		53,156			10,469		(241	)		63,383

Income before income taxes		2,865			3,007		—			5,872
Income tax (benefit) expense		(699	)		1,060		—			361

Net income	$	3,564		$	1,947	$	—		$	5,511

Total assets	$	2,578,505		$	48,835	$	(44,056	)	$	2,583,284

8.	RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs (“ASU 2010-04”). This update makes technical corrections to existing Securities and Exchange Commission guidance including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements - subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, requires new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value

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measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various Topics (“ASU 2010-08’). ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In May 2010, the FASB issued an Exposure Draft (“ED”) of a proposed ASU of “Accounting for Financial Instruments and Revisions to the Accounting for Derivative Instruments and Hedging Activities Financial Instruments” (Topic 825) and “Derivatives and Hedging” (Topic 815) (File Reference No 1810-100). This proposal would require (1) presentation of both amortized cost and fair value on an entity’s statement of financial position for most financial instruments held for collection or payment of contractual cash flows and (2) the inclusion of both amortized cost and fair value information for these instruments in determining net income and comprehensive income. In addition, this proposal would require that financial instruments held for sale or settlement (primarily derivatives and trading financial instruments) be recognized and measured at fair value with all changes in fair value recognized in net income. The FASB is currently working on this amendment to existing accounting standards. Upon completion of the standards, the Company will need to re-evaluate its accounting and disclosures. The FASB is proposing sweeping changes to the classification and measurement of financial instruments, hedging and impairment guidance. This project may have significant impacts for the Company. However, due to ongoing deliberations of the standard-setters, the Company is currently unable to determine the effect of future amendments or proposals at this time.

In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”). The new disclosure guidance will significantly expand the existing requirements and will lead to greater transparency into a company’s exposure to credit losses from lending arrangements. The extensive new disclosures of information as of the end of a reporting period will become effective for both interim and annual reporting periods ending after December 15, 2010. Specific items regarding activity that occurred before the issuance of the ASU, such as the allowance roll-forward and modification disclosures, will be required for periods beginning after December 15, 2010. The Company is currently assessing the impact that ASU 2010-20 will have on its consolidated financial statements.

In August 2010, the FASB issued an ED of a proposed ASU of “Leases,” Topic 840 (File Reference No. 1850-100). This ED generally proposes that lessees and lessors should apply a right-of-use model in accounting for all leases (including leases of right-of-use assets in a sublease). For leases within the scope of the proposed guidance, this means that: a lessee would recognize an asset representing its right to use the leased (“underlying”) asset for the lease term (the “right-of-use” asset) and a liability to make lease payments; a lessor would recognize an asset representing its right to receive lease payments and, depending on its exposure to risks or benefits associated with the underlying asset, would either: (i) recognize a lease liability while continuing to recognize the underlying asset (a performance obligation approach); or (ii) derecognize the rights in the underlying asset that it transfers to the lessee and continue to recognize a residual asset representing its rights to the underlying asset at the end of the lease term (a derecognition approach). Assets and liabilities recognized by lessees and lessors would be measured on a basis that assumes the longest possible term, uses an expected outcome technique and is updated when facts and circumstances change and significant changes occur in those recorded assets or liabilities. The ED also proposes disclosures based on stated objectives, including disclosures about the amounts recognized in the financial statements arising from leases and the amount, timing and uncertainty of cash flows arising from those contracts. The FASB is currently working on this amendment to existing accounting standards governing financial lease accounting. Upon completion of the standards, the Company will need to re-evaluate its accounting and disclosures. Due to ongoing deliberations of the standard-setters, the Company is currently unable to determine the effect of future amendments or proposals at this time.

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9.	GOODWILL AND INTANGIBLE ASSETS

The Company adopted ASC 350, Goodwill and Other Intangible Assets, which prescribes the accounting for goodwill and intangible assets subsequent to initial recognition. The provisions of this statement discontinued the amortization of goodwill and intangible assets with indefinite lives but require an impairment review at least annually and more frequently if certain impairment indicators are evident. Based on the annual testing during the second quarter of each year and the absence of impairment indicators during the current quarter the Company has recorded no impairment charges to date.

Core deposit intangible assets are being amortized over the period of expected benefit, which ranges from 4 to 15 years. In connection with the First Market Bank acquisition, accounted for using the acquisition method of accounting, the Company recorded $26.4 million of core deposit intangible, $1.2 million of trademark intangible and $1.1 million in goodwill. None of the goodwill recognized will be deductible for income tax purposes. Changes in goodwill in the Company’s consolidated balance sheet from December 31, 2009 were attributable to the acquisition of First Market Bank. The core deposit intangible on that acquisition is being amortized over an average of 4.3 years using an accelerated method and the trademark intangible is being amortized over three years using the straight-line method.

Information concerning goodwill and intangible assets is presented in the following table (in thousands):


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
September 30, 2010
Amortizable core deposit intangibles	$	46,615	$	17,853	$	28,762
Unamortizable goodwill		57,909		342		57,567
Trademark intangible		1,200		267		933

December 31, 2009
Amortizable core deposit intangibles	$	20,215	$	12,525	$	7,690
Unamortizable goodwill		56,816		342		56,474

September 30, 2009
Amortizable core deposit intangibles	$	20,215	$	12,044	$	8,171
Unamortizable goodwill		56,816		342		56,474

Amortization expense of the core deposit intangibles for the three and nine month periods ended September 30, 2010 totaled $1.9 million and $5.3 million, respectively, compared to $481,000 and $1.4 million for the comparable periods in 2009. Amortization expense of the trademark intangibles for the three and nine month periods ended September 30, 2010 was $100,000 and $267,000, respectively. The Company had no trademark intangible in 2009. As of September 30, 2010, the estimated remaining amortization expense of core deposit and trademark intangibles for each of the five succeeding fiscal years is as follows (dollars in thousands):


2011	$	7,006
2012		5,805
2013		4,234
2014		3,030
2015		2,490
Thereafter		7,130

	$	29,695

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10.

COMMITMENTS AND CONTINGENCIES

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payments of fees. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. At September 30, 2010 and 2009, the Company had outstanding loan commitments approximating $858.8 million and $473.5 million, respectively.

Letters of credit written are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The amount of standby letters of credit whose contract amounts represent credit risk totaled approximately $39.7 million and $26.3 million at September 30, 2010, and 2009, respectively.

At September 30, 2010, Union Mortgage Group, Inc. (“Union Mortgage”), a wholly owned subsidiary of Union First Market Bank, a wholly owned subsidiary of Union First Market Bankshares Corporation, had rate lock commitments to originate mortgage loans amounting to $161.5 million and loans held for sale of $84.4 million. Union Mortgage has entered into corresponding commitments on a best-efforts basis to sell loans on a servicing released basis totaling approximately $246.0 million. These commitments to sell loans are designed to mitigate the mortgage company’s exposure to fluctuations in interest rates in connection with rate lock commitments and loans held for sale.

11.

SECURITIES

The amortized cost, gross unrealized gains and losses and estimated fair values of investment securities as of September 30, 2010 and December 31, 2009 are summarized as follows (in thousands):


			Gross Unrealized
	Amortized Cost		Gains		(Losses)			Estimated Fair Value
September 30, 2010
U.S. government and agency securities	$	10,585	$	462	$	(84	)	$	10,963
Obligations of states and political subdivisions		165,687		7,318		(540	)		172,465
Corporate and other bonds		18,942		408		(489	)		18,861
Mortgage-backed securities		336,312		11,540		(204	)		347,648
Federal Reserve Bank stock - restricted		6,711		—		—			6,711
Federal Home Loan Bank stock - restricted		19,062		—		—			19,062
Other securities		258		84		(12	)		330

Total securities	$	557,557	$	19,812	$	(1,329	)	$	576,040


December 31, 2009
U.S. government and agency securities	$	5,516	$	247	$	—		$	5,763
Obligations of states and political subdivisions		123,573		2,928		(2,375	)		124,126
Corporate and other bonds		16,924		225		(1,350	)		15,799
Mortgage-backed securities		228,766		7,415		(176	)		236,005
Federal Reserve Bank stock - restricted		3,683		—		—			3,683
Federal Home Loan Bank stock - restricted		14,958		—		—			14,958
Other securities		257		14		(14	)		257

Total securities	$	393,677	$	10,829	$	(3,915	)	$	400,591

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The following table shows the gross unrealized losses and fair value (in thousands) of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position and are as follows:


	Less than 12 months					More than 12 months					Total
	Fair value		Unrealized Losses			Fair value		Unrealized Losses			Fair value		Unrealized Losses
As of September 30, 2010
U.S. government and agency securities	$	59	$	(84	)	$	—	$	—		$	59	$	(84	)
Obligations of states and political subdivisions		8,410		(95	)		17,040		(445	)		25,450		(540	)
Mortgage-backed securities		25,570		(204	)		—		—			25,570		(204	)
Corporate bonds and other securities		968		(32	)		4,447		(469	)		5,415		(501	)

Totals	$	35,007	$	(415	)	$	21,487	$	(914	)	$	56,494	$	(1,329	)


As of December 31, 2009
Obligations of states and political subdivisions	$	9,597	$	(174	)	$	35,898	$	(2,201	)	$	45,495	$	(2,375	)
Mortgage-backed securities		23,815		(176	)		—		—			23,815		(176	)
Corporate bonds and other securities		1,836		(45	)		5,118		(1,319	)		6,954		(1,364	)

	$	35,248	$	(395	)	$	41,016	$	(3,520	)	$	76,264	$	(3,915	)

As of September 30, 2010, there were $21.5 million, or 48 issues, of individual securities that had been in a continuous loss position for more than 12 months. Additionally, these securities had an unrealized loss of $914,000 and consisted primarily of municipal obligations. In the second quarter of 2009, the Company adopted other-than-temporary impairment (“OTTI”) guidance, as amended, for debt securities regarding recognition and disclosure. The major change in the guidance was that an impairment is other-than-temporary if any of the following conditions exists: the entity intends to sell the security; it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or, the entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss.

During each quarter the Company conducts an assessment of the securities portfolio for OTTI consideration. The assessment considers factors such as external credit ratings, delinquency coverage ratios, market price, management’s judgment, expectations of future performance and relevant industry research and analysis. Based on the assessment for the current quarter ended September 30, 2010 and in accordance with the revised guidance, no OTTI was recognized.

12.

FAIR VALUE MEASUREMENTS

The Company adopted ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), on January 1, 2008 to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This statement clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:


Level 1	-	Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2	-	Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

- 16 -


Level 3		-		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity then the security would fall to the lowest level of the hierarchy (Level 3). The carrying value of restricted Federal Reserve Bank of Richmond and Federal Home Loan Bank of Atlanta stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the following table.

Interest rate swap agreement used for interest rate risk management

The Company utilizes an interest rate swap agreement as part of the management of interest rate risk to modify the repricing characteristics of certain portions of the Company’s interest-bearing liabilities. The Company determines the fair value of its interest rate swap using externally developed pricing models based on market observable inputs and therefore classifies such valuation as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.

The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis (dollars in thousands):


	Fair Value Measurements at September 30, 2010 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS

Loan derivative	$	—	$	230,257	$	—	$	230,257
Securities available for sale		—		550,267		—		550,267

Total	$	—	$	780,524	$	—	$	780,524


LIABILITIES

Loan derivative			$	230,257			$	230,257
Interest Rate Swap (cash flow hedge)		—		2,858,294		—		2,858,294

Total	$	—	$	3,088,551	$	—	$	3,088,551


	Fair Value Measurements at December 31, 2009 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Securities available for sale	$	—	$	381,950	$	—	$	381,950

Total	$	—	$	381,950	$	—	$	381,950

- 17 -

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.

Loans held for sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the nine months ended September 30, 2010. Gains and losses on the sale of loans are recorded within income from the mortgage segment on the Consolidated Statements of Income.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than two years old, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income. At September 30, 2010, the Company’s Level 3 loans consisted of three relationships secured by commercial real estate of $2.0 million with a $417,000 valuation reserve; three relationships secured by residential real estate and lots of $1.6 million with a valuation reserve of $177,000; four relationships secured by inventory, receivables or equipment of $1.0 million with a $576,000 valuation reserve; and one relationship unsecured of $110,000 with a $6,000 valuation reserve.

The following tables summarize the Company’s financial assets that were measured at fair value on a nonrecurring basis (dollars in thousands):


	Fair Value Measurements at September 30, 2010 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Loans held for sale	$	—	$	84,381	$	—	$	84,381
Impaired loans		—		194,354		3,575		197,929

Total	$	—	$	278,735	$	3,575	$	282,310

- 18 -


	Fair Value Measurements at December 31, 2009 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Loans held for sale	$	—	$	54,280	$	—	$	54,280
Impaired Loans		—		111,095		10,707		121,802

Total	$	—	$	165,375	$	10,707	$	176,082

The Company’s nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value on a nonrecurring basis relate to other real estate owned (“OREO”), goodwill, and intangible assets. In accordance with ASC 360, Property, Plant and Equipment, OREO with a carrying value above fair value is written down to its fair value and results in an impairment charge. The fair value of the real property is generally determined using appraisals or other indicators of value based on recent comparables of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Total valuation expenses related to OREO for the three and nine months ended September 30, 2010 were $43,000 for both periods and for the three and nine months ended September 30, 2009 were zero and $62,000, respectively. No impairment charges have been recorded for goodwill or intangible assets.

ASC 825, Financial Instruments, was effective for interim periods ending after June 15, 2009. This statement requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Loans

The fair value of performing 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. Fair value for significant nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Borrowings

The carrying value of short-term borrowings is a reasonable estimate of fair value. The fair value of long-term borrowings is estimated based on interest rates currently available for debt with similar terms and remaining maturities.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

Cash Flow Hedge

The carrying amount of the cash flow hedge approximates fair value.

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Commitments to Extend Credit and Standby Letters of Credit

The fair value of commitments 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 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. At September 30, 2010, the fair value of loan commitments and standby letters of credit were immaterial.

The carrying values and estimated fair values of the Company’s financial instruments as of September 30, 2010 are in the following table (dollars in thousands):


	September 30, 2010
	Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	80,138	$	80,138
Securities available for sale		576,040		576,040
Loans held for sale		84,381		84,381
Net loans		2,804,872		2,795,154
Accrued interest receivable		16,376		16,376

Financial liabilities:
Deposits	$	3,074,195	$	3,090,622
Borrowings		326,067		332,221
Accrued interest payable		2,426		2,426
Cash flow hedge		2,858		2,858

13.

DERIVATIVES

During the second quarter of 2010, the Company entered into one interest rate swap agreement (the “trust swap”) as part of the management of interest rate risk. The Company designated the trust swap as a cash flow hedge intended to protect against the variability of cash flows associated with the aforementioned Statutory Trust II preferred capital securities. The trust swap hedges the interest rate risk, wherein the Company receives interest of LIBOR from a counterparty and pays a fixed rate of 3.51% to the same counterparty calculated on a notional amount of $36.0 million. The term of the trust swap is six years with a fixed rate that starts June 15, 2011. The trust swap was entered into with a counterparty that met the Company’s credit standards and the agreement contains collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in the contract is not significant.

Amounts receivable or payable are recognized as accrued under the terms of the agreements. The trust swap is designated as a cash flow hedge, with the effective portion of the derivative’s unrealized gain or loss recorded as a component of other comprehensive income. The ineffective portion of the unrealized gain or loss, if any, would be recorded in other expense. At September 30, 2010, the fair value of the trust swap agreement was an unrealized loss of $2.9 million, the amount the Company would have expected to pay if the contract was terminated. There was no hedge ineffectiveness for this trust swap. The below offsetting asset or liability is recorded as a component of other comprehensive income recorded in the Company’s Condensed Consolidated Statements of Changes in Stockholders’ Equity. Shown below is a summary of the derivative designated as an accounting hedge at September 30, 2010:


	Positions	Notional Amount		Asset		Liability		Receive Rate			Pay Rate			Life (Years)

Pay fixed - receive floating interest rate swaps	1	$	36,000,000		—	$	2,858,294		0.29	%		3.51	%		6.71

Total derivatives used in hedging relationships		$	36,000,000		—	$	2,858,294		0.29	%		3.51	%		6.71

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The Company continues to have two interest rate swap loan relationships (“loan swaps”) as a result of the acquisition of First Market Bank. Upon entering into loan swaps with borrowers to meet their financing needs, offsetting positions with counterparties were entered into in order to minimize interest rate risk. These back-to-back loan swaps qualify as financial derivatives with fair values reported in other assets and other liabilities. The Company had loan swaps with a notional value of $4.3 million and offsetting fair values of $230,257 recorded in other assets and other liabilities with no net effect on other operating income. Shown below is a summary regarding loan swap derivative activities at September 30, 2010:


	Positions		Notional Amount		Asset		Liability		Receive Rate			Pay Rate			Life (Years)

Receive fixed - pay floating interest rate swaps		2	$	4,250,227	$	230,257		—		6.34	%		2.76	%		2.25
Pay fixed - receive floating interest rate swaps		2		4,250,227		—		230,257		2.76	%		6.34	%		2.25

Net interest rate swaps			$	8,500,453	$	230,257	$	230,257		3.59	%		3.59	%		2.25

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LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Union First Market Bankshares Corporation

Richmond, Virginia

We have reviewed the accompanying condensed consolidated balance sheets of Union First Market Bankshares Corporation and subsidiaries as of September 30, 2010 and 2009, the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 2010 and 2009, and the related condensed consolidated statements of changes in stockholders’ equity and cash flows for the nine-month periods ended September 30, 2010 and 2009. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of Union First Market Bankshares Corporation and subsidiaries as of December 31, 2009, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 16, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

LOGO

Winchester, Virginia

November 9, 2010

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Union First Market Bankshares Corporation and its subsidiaries (collectively the “Company”). This discussion and analysis should be read with the consolidated financial statements, the notes to the financial statements thereto, and the other financial data included in this report, as well as the Company’s Annual Report on Form 10-K and management’s discussion and analysis for the year ended December 31, 2009. Highlighted in the discussion are material changes from prior reporting periods and any identifiable trends affecting the Company. Results of operations for the three and nine month periods ended September 30, 2010 and 2009 are not necessarily indicative of results that may be attained for any other period. Amounts are rounded for presentation purposes while some of the percentages presented are computed based on unrounded amounts.

FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing 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. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, technology, and consumer spending and savings habits. More information is available on the Company’s website, www.ubsh.com and on the Securities and Exchange Commission’s website, www.sec.gov. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.

CRITICAL ACCOUNTING POLICIES

General

The accounting and reporting policies of the Company and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities, and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations.

The more critical accounting and reporting policies include the Company’s accounting for the allowance for loan losses, mergers and acquisitions, and goodwill and intangible assets. The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations. Accordingly, the Company’s significant accounting policies are discussed in detail in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company adopted Accounting Standards Codification (“ASC”) 105, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, during the third quarter 2009.

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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

The allowance for loan losses is an estimate of the losses that may be sustained in the loan portfolio. The allowance is based on two basic principles of accounting: (i) ASC 450 Contingencies, which requires that losses be accrued when occurrence is probable and can be reasonably estimated, and (ii) ASC 310 Receivables, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market, and the loan balance.

The Company’s allowance for loan losses is the accumulation of various components that are calculated based on independent methodologies. All components of the allowance represent an estimation performed pursuant to applicable GAAP. Management’s estimate of each homogenous pool component is based on certain observable data that management believes are most reflective of the underlying credit losses being estimated. This evaluation includes credit quality trends; collateral values; loan volumes; geographic, borrower and industry concentrations; seasoning of the loan portfolio; the findings of internal credit quality assessments and results from external bank regulatory examinations. These factors, as well as historical losses and current economic and business conditions, are used in developing estimated loss factors used in the calculations.

Applicable GAAP requires that the impairment of loans that have been separately identified for evaluation are measured based on the present value of expected future cash flows or, alternatively, the observable market price of the loans or the fair value of the collateral. However, for those loans that are collateral dependent (that is, if repayment of those loans is expected to be provided solely by the underlying collateral) and for which management has determined foreclosure is probable, the measure of impairment is to be based on the net realizable value of the collateral. This statement also requires certain disclosures about investments in impaired loans and the allowance for loan losses and interest income recognized on impaired loans.

Reserves for commercial loans are determined by applying estimated loss factors to the portfolio based on historical loss experience and management’s evaluation and “risk grading” of the commercial loan portfolio. Reserves are provided for noncommercial loan categories using historical loss factors applied to the total outstanding loan balance of each loan category. Additionally, environmental factors based on national and local economic conditions, as well as portfolio-specific attributes, are considered in estimating the allowance for loan losses.

While management uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if future economic conditions differ substantially from the assumptions used in making the valuations or, if required by regulators, based upon information available to them at the time of their examinations. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels may vary from previous estimates.

Mergers and Acquisitions

On February 1, 2010, the Company completed its acquisition of First Market Bank, FSB (“First Market Bank” or “FMB”) in an all stock transaction. First Market Bank’s common shareholders received 6,273.259 shares of the Company’s common stock in exchange for each share of First Market Bank’s common stock, resulting in the Company issuing 6,701,478 common shares. The Series A preferred shareholder of First Market Bank received 775,795 shares of the Company’s common stock in exchange for all shares of the Series A preferred stock. In connection with the transaction the Company issued a total of 7,477,273 common shares with an acquisition date fair value of $96.1 million. The Series B and Series C preferred shareholder of First Market Bank received 35,595 shares of the Company’s Series B preferred stock in exchange for all shares of the Series B and Series C preferred stock.

- 24 -

In many cases, determining the estimated fair value of the acquired assets and assumed liabilities required the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of these determinations related to the fair valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carryover of First Market Bank’s previously established allowance for loan losses. Subsequent decreases in the expected cash flows (credit deterioration) will require the Company to evaluate the need for additions to the Company’s allowance for credit losses. Subsequent improvements in expected cash flows will result in the recognition of additional interest income over the then remaining lives of the loans.

The estimated fair value of liabilities assumed was based on the discounted value of contractual cash flows and compared to other securities with similar characteristics and remaining maturities. Specifically, First Market Bank’s Federal Home Loan Bank of Atlanta (“FHLB”) advances, subordinated debt and certificates of deposit were assumed at a net premium. This premium will have a favorable impact on the Company’s net interest expense over the next 7 quarters as the premium reduces interest expense based on an accelerated method.

ABOUT UNION FIRST MARKET BANKSHARES CORPORATION

Union First Market Bankshares Corporation is the largest community banking organization based in Virginia, providing full service banking to the Northern, Central, Rappahannock, Tidewater and Northern Neck regions of Virginia through its bank subsidiary, Union First Market Bank (91 locations in the counties of Albemarle, Caroline, Chesterfield, Essex, Fairfax, Fluvanna, Hanover, Henrico, James City, King George, King William, Nelson, Richmond, Spotsylvania, Stafford, Westmoreland, York, and the cities of Richmond, Fredericksburg, Williamsburg, Newport News, Grafton, Charlottesville, Colonial Heights, Roanoke, Washington, Front Royal, Middleburg, Warrenton, and Winchester). Union Investment Services, Inc. provides full brokerage services; Union Mortgage Group, Inc. provides a full line of mortgage products; and Union Insurance Group, LLC offers various lines of insurance products. Union First Market Bank also owns a non-controlling interest in Johnson Mortgage Company, LLC.

On October 12, 2010, the Company combined two of its community banks, Northern Neck State Bank and Rappahannock National Bank, into its largest bank affiliate, Union First Market Bank. As a result of this transaction, Union First Market Bank is the Company’s only bank subsidiary.

Additional information is available on the Company’s website at www.ubsh.com. The information contained on the Company’s website is not a part of this report. Shares of the Company’s common stock are traded on the NASDAQ Global Select Market under the symbol UBSH.

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RESULTS OF OPERATIONS

Net Income

The Company reported net income of $8.1 million and basic and diluted earnings per share of $0.29 for its third quarter ended September 30, 2010. The results are a year-over-year increase of $5.3 million in net income and $0.16 in basic and diluted earnings per share from the prior year period which ended on September 30, 2009. The increase in net income from last year largely relates to improvements in the net interest margin and the addition of the operations of the former FMB for the period. Third quarter net income available to common shareholders, which deducts dividends and discount accretion on preferred stock from net income, was $7.5 million compared to $1.9 million for the third quarter last year.

Third quarter net income decreased $653,000 from the second quarter ended June 30, 2010. The decrease was largely attributable to an increase in the provision for loan losses in response to continued slowness in economic recovery.

The reported net income of $18.5 million for the nine months ended September 30, 2010, represented an increase of $13.0 million from the same period a year ago. The increase was largely attributable to the addition of FMB and improvement in the net interest margin, partially offset by nonrecurring acquisition costs and provision for loan losses.

NET INTEREST INCOME

On a linked quarter basis, tax-equivalent net interest income decreased $897,000, or 2.2%, to $39.7 million due principally to lower yields on loans and lower accretion from purchased performing loans partially offset by the continued low cost structure of interest-bearing liabilities. The tax-equivalent net interest margin decreased 18 basis points from 4.65% in the prior quarter to 4.47%. The net interest margin decrease was principally attributable to the aforementioned lower accretion from purchased performing loans and lower yields on investment securities partially offset by a continued low cost structure from interest-bearing liabilities. During the third quarter of 2010, the funding mix shifted from higher cost certificates of deposit to lower cost money market accounts and demand deposits. The following table shows average interest-earning assets, interest-bearing liabilities, their related income/expense and change for the periods shown:


	Linked quarter results
	Dollars in thousands
	Three Months Ended
	09/30/10			06/30/10			Change
Average interest-earning assets	$	3,523,678		$	3,502,398		$	21,280
Related interest income	$	49,490		$	50,351		$	(861	)
Yield on interest-earning assets		5.57	%		5.77	%		-20	bps
Average interest-earning liabilities	$	2,914,482		$	2,917,606		$	(3,124	)
Related interest expense	$	9,791		$	9,755		$	36
Cost of interest-bearing liabilities		1.33	%		1.34	%		-1	bps

For the three months ended September 30, 2010, tax-equivalent net interest income increased $18.0 million, or 82.6%, to $39.7 million compared to the same period last year. This improvement was principally attributable to declines in costs of interest-bearing liabilities, as well as increased interest-earning assets related to the acquisition of FMB. The tax-equivalent net interest margin increased 78 basis points from 3.69% in the prior year to 4.47%. Improvements in the cost of funds were principally a result of declining costs on certificates of deposit, fair value adjustments from acquisition accounting and lower costs related to FHLB borrowings. The decrease in interest-earning asset yields were principally related to improvements in loan yields offset by lower yields on investment securities.

- 26 -

The following table shows average interest-earning assets, interest-bearing liabilities, their related income/expense and change for the periods shown:


	Year-over-year results Dollars in thousands Three Months Ended
	09/30/10			09/30/09			Change

Average interest-earning assets	$	3,523,678		$	2,333,648		$	1,190,030
Related interest income	$	49,490		$	33,427		$	16,063
Yield on interest-earning assets		5.57	%		5.68	%		-11	bps
Average interest-earning liabilities	$	2,914,482		$	1,957,974		$	956,508
Related interest expense	$	9,791		$	11,685		$	(1,894	)
Cost of interest-bearing liabilities		1.33	%		2.37	%		-104	bps

For the nine months ended September 30, 2010, tax-equivalent net interest income increased $55.4 million, or 92.3%, to $115.4 million compared to the same period last year. This improvement was principally attributable to declines in costs of interest-bearing liabilities as well as increased interest-earning assets related to the acquisition of FMB. The tax-equivalent net interest margin increased 115 basis points from 3.41% in the prior year to 4.56%. The improvement in the cost of funds was principally a result of declining costs on certificates of deposit and money market accounts, fair value adjustments from acquisition accounting and lower costs related to FHLB borrowings. The following table shows average interest-earning assets, interest-bearing liabilities, their related income/expense and change for the periods shown:


	Year-to-date results Dollars in thousands Nine Months Ended
	09/30/10			09/30/09			Change

Average interest-earning assets	$	3,378,128		$	2,355,462		$	1,022,666
Related interest income	$	144,096		$	98,629		$	45,467
Yield on interest-earning assets		5.69	%		5.60	%		9	bps
Average interest-earning liabilities	$	2,818,950		$	1,994,602		$	824,348
Related interest expense	$	28,704		$	38,608		$	(9,904	)
Cost of interest-bearing liabilities		1.36	%		2.59	%		-123	bps

Acquisition Activity

Total net loans and investment securities acquired in the First Market Bank transaction were recorded at their estimated fair values of $981.5 million and $218.7 million, respectively. The fair value of noninterest and interest-bearing liabilities assumed were $171.1 million and $1.0 billion, respectively. Borrowings assumed were $75.8 million, of which $61.4 million and $14.4 million consisted of FHLB advances and subordinated debt, respectively. Following the acquisition of First Market Bank, the Company reduced wholesale funding by approximately $159.0 million through the sale of $103.0 million in acquired investment securities and excess cash balances.

The acquired loan and investment security portfolios of FMB were marked-to-market with a fair value discount to market rates. The excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans and the investment security fair value discount is recognized on a straight line basis over the estimated lives of the investment securities. The Company also assumed FHLB borrowings, subordinated debt and certificates of deposit. These liabilities were marked-to-market with estimates of fair value on acquisition date. FHLB borrowings and certificates of deposit were purchased at a premium to market rates. Subordinated debt was purchased at a discount to market. The related discount (or premium) to market is recorded as an increase (or decrease) to interest expense over the estimated lives of the liabilities.

The impact of acquisition accounting fair value adjustments on net interest income was $2.8 million and $8.5 million for the three and nine months ended September 30, 2010, respectively. If not for this impact, the net interest margin for the third quarter would have been 4.23%, unchanged from the second quarter and a 54 basis point improvement from the same quarter a year ago. The Company’s ability to maintain the net interest margin at current levels is largely dependent upon future interest rates, loan demand, and deposit competition.

- 27 -

Performing loan and investment security discount accretion is recognized as interest income over the estimated remaining life of the loans and investment securities. During the third quarter of 2010, the Company compared the expected prepayments at acquisition to actual prepayments and anticipated future payments. The slower prepayment speed noted on land loans during this assessment is considered a change in accounting estimate and resulted in a lower effective yield. A cumulative reduction of $994,000 in discount accretion was recorded during the third quarter, of which $319,000 relates to the current quarter, to align year-to-date accretion following an assessment of actual and anticipated future payments. The Company also assumed borrowings (FHLB and subordinated debt) and certificates of deposit. These liabilities were marked-to-market with estimates of fair value on acquisition date. The resulting discount/premium to market will be accreted/amortized as an increase (or decrease) to interest expense over the estimated lives of the liabilities.

The 2010 third quarter, year-to-date and remaining estimated unamortized discount/premium is reflected in the following table (in 000s):



	Loan Accretion		Investment Securities		Borrowings			Certificates of Deposit

Quarter-to-date	$	1,077	$	139	$	217		$	725
Year-to-date		4,609		371		925			2,635

For the remaining three months of 2010		1,634		139		(27	)		524
For the year ended 2011		5,312		387		(489	)		763
For the year ended 2012		3,576		201		(489	)		222
For the year ended 2013		2,925		15		(489	)		—
For the year ended 2014		1,835		—		(489	)		—
Thereafter		—		—		(652	)		—

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AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)


	For the Three Months September 30,
	2010								2009								2008
	Average Balance			Interest Income / Expense		Yield / Rate (1)			Average Balance			Interest Income / Expense		Yield / Rate (1)			Average Balance			Interest Income / Expense		Yield / Rate (1)
	(Dollars in thousands)
Assets:
Securities:
Taxable	$	420,394		$	3,176		3.00	%	$	279,394		$	2,794		3.97	%	$	176,959		$	2,220		4.99	%
Tax-exempt		151,622			2,527		6.61	%		119,597			2,140		7.10	%		112,825			2,053		7.24	%

Total securities (2)		572,016			5,703		3.96	%		398,991			4,934		4.91	%		289,784			4,273		5.87	%
Loans, net (3) (4)		2,827,451			43,062		6.04	%		1,872,906			28,054		5.94	%		1,840,979			30,231		6.53	%
Loans held for sale		75,261			675		3.56	%		48,126			430		3.54	%		24,682			379		6.10	%
Federal funds sold		12,960			2		0.04	%		304			—		0.18	%		1,661			5		1.20	%
Money market investments		160			—		0.00	%		151			—		0.00	%		124			—		0.01	%
Interest-bearing deposits in other banks		35,830			48		0.53	%		10,572			9		0.33	%		1,738			8		1.88	%
Other interest-bearing deposits		—			—		0.00	%		2,598			—		0.00	%		2,598			7		1.01	%

Total earning assets		3,523,678			49,490		5.57	%		2,333,648			33,427		5.68	%		2,161,566			34,903		6.42	%

Allowance for loan losses		(34,486	)							(30,321	)							(22,125	)
Total non-earning assets		376,057								263,511								251,569

Total assets	$	3,865,249							$	2,566,838							$	2,391,010


Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Checking	$	354,590			196		0.22	%	$	199,063			83		0.17	%	$	215,675			341		0.63	%
Money market savings		754,238			1,652		0.87	%		441,106			1,504		1.35	%		272,513			1,701		2.48	%
Regular savings		152,219			124		0.32	%		101,923			97		0.38	%		102,181			143		0.56	%
Certificates of deposit: (5)
$100,000 and over		665,980			3,110		1.85	%		451,249			3,717		3.27	%		419,448			3,895		3.69	%
Under $100,000		664,248			2,873		1.72	%		489,091			3,930		3.19	%		495,901			4,605		3.69	%

Total interest-bearing deposits		2,591,275			7,955		1.22	%		1,682,432			9,331		2.20	%		1,505,718			10,685		2.82	%
Other borrowings (6)		323,207			1,836		2.25	%		275,542			2,354		3.38	%		378,126			3,074		3.23	%

Total interest-bearing liabilities		2,914,482			9,791		1.33	%		1,957,974			11,685		2.37	%		1,883,844			13,759		2.91	%


Noninterest-bearing liabilities:
Demand deposits		489,633								302,207								273,696
Other liabilities		32,008								19,787								18,430

Total liabilities		3,436,123								2,279,968								2,175,970
Stockholders’ equity		429,126								286,870								215,040

Total liabilities and stockholders’ equity	$	3,865,249							$	2,566,838							$	2,391,010


Net interest income				$	39,699							$	21,742							$	21,144


Interest rate spread (7)							4.24	%							3.31	%							3.51	%
Interest expense as a percent of average earning assets							1.10	%							1.99	%							2.53	%
Net interest margin (8)							4.47	%							3.69	%							3.89	%

(1)	Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

(2)	Interest income on securities includes $139 thousand in accretion of the fair market value adjustments related to the acquisition of FMB. Remaining estimated accretion for 2010 is $139 thousand.

(3)	Nonaccrual loans are included in average loans outstanding.

(4)	Interest income on loans includes $1.7 million in accretion of the fair market value adjustments related to the acquisition of FMB. Remaining estimated accretion for 2010 is $1.6 million.

(5)	Interest expense on certificates of deposits includes $725 thousand in accretion of the fair market value adjustments related to the acquisition of FMB. Remaining estimated accretion for 2010 is $524 thousand.

(6)	Interest expense on borrowings includes $217 thousand in accretion of the fair market value adjustments related to the acquisition of FMB. Remaining estimated expense for 2010 is $27 thousand.

(7)	Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.

(8)	Core net interest margin excludes purchase accounting adjustment and was 4.23% for the quarter ending 9/30/10.

- 29 -

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)


	For the Nine Months Ended September 30,
	2010								2009								2008
	Average Balance			Interest Income / Expense		Yield / Rate (1)			Average Balance			Interest Income / Expense		Yield / Rate (1)			Average Balance			Interest Income / Expense		Yield / Rate (1)
	(Dollars in thousands)
Assets:
Securities:
Taxable	$	402,771		$	10,218		3.39	%	$	252,991		$	7,860		4.15	%	$	177,184		$	6,797		5.12	%
Tax-exempt		137,019			6,983		6.81	%		119,256			6,431		7.21	%		109,750			5,943		7.23	%

Total securities (2)		539,790			17,201		4.26	%		372,247			14,291		5.13	%		286,934			12,740		5.93	%
Loans, net (3) (4)		2,723,904			124,969		6.13	%		1,871,281			82,774		5.91	%		1,801,561			90,751		6.73	%
Loans held for sale		60,020			1,838		4.09	%		46,150			1,441		4.17	%		26,398			1,104		5.59	%
Federal funds sold		16,132			17		0.14	%		305			—		0.19	%		1,615			34		2.81	%
Money market investments		160			—		0.00	%		116			—		0.00	%		170			1		0.47	%
Interest-bearing deposits in other banks		37,151			71		0.26	%		62,765			123		0.26	%		1,259			22		2.31	%
Other interest-bearing deposits		971			—		0.00	%		2,598			—		0.00	%		2,598			47		2.41	%

Total earning assets		3,378,128			144,096		5.69	%		2,355,462			98,629		5.60	%		2,120,535			104,699		6.60	%

Allowance for loan losses		(33,419	)							(28,253	)							(20,833	)
Total non-earning assets		373,398								254,991								249,887

Total assets	$	3,718,107							$	2,582,200							$	2,349,589


Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Checking	$	339,910			579		0.23	%	$	200,156		$	250		0.17	%	$	220,627			1,077		0.65	%
Money market savings		707,334			4,852		0.92	%		428,050			6,630		2.07	%		216,255			3,776		2.33	%
Regular savings		150,326			440		0.39	%		99,291			295		0.40	%		102,295			451		0.59	%
Certificates of deposit: (5)
$100,000 and over		638,249			8,997		1.88	%		465,304			11,730		3.37	%		436,229			13,315		4.08	%
Under $100,000		642,657			8,188		1.70	%		498,448			12,317		3.30	%		486,581			14,477		3.97	%

Total interest-bearing deposits		2,478,476			23,056		1.24	%		1,691,249			31,222		2.47	%		1,461,987			33,096		3.02	%
Other borrowings (6)		340,474			5,648		2.22	%		303,353			7,386		3.26	%		380,220			9,888		3.47	%

Total interest-bearing liabilities		2,818,950			28,704		1.36	%		1,994,602			38,608		2.59	%		1,842,207			42,984		3.12	%


Noninterest-bearing liabilities:
Demand deposits		459,015								287,246								272,616
Other liabilities		28,341								20,576								19,862

Total liabilities		3,306,306								2,302,424								2,134,685
Stockholders’ equity		411,801								279,776								214,904

Total liabilities and stockholders’ equity	$	3,718,107							$	2,582,200							$	2,349,589

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Accelerated filer

Non-accelerated filer

Smaller reporting company