313337--3/26/2010--TRI_CITY_BANKSHARES

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{loss, insurance, financial}

{competitive, industry, competition}

{loan, real, estate}

{condition, economic, financial}

{financial, litigation, operation}

{acquisition, growth, future}

{regulation, change, law}

{system, service, information}

{control, financial, internal}

{stock, price, share}

Cautionary Statements Relating To Forward-Looking Information And Risk Factors. The Registrant and the Bank are affected by conditions in the financial markets and economic conditions generally. Uncertainty in the financial markets could result in lower fair values for investment securities held by the Registrant and the Bank. The Bank may be adversely affected by the soundness of other financial institutions. Fluctuating interest rates impact our results of operations and our equity. We are vulnerable because of the concentration of our business in a limited geographic area, and because of our focus on providing certain types of loan products to small to medium business customers. We operate in a highly regulated environment, which could increase our cost structure or have another negative impact on our operations. Recent legislative and regulatory actions taken to stabilize the United States banking system and additional actions being considered may not succeed or may disadvantage us. We are subject to increases in FDIC insurance premiums, a one-time special assessment by the FDIC and a requirement to prepay premiums to the FDIC. If we have significant loan losses, we would need to further increase our allowance for loan losses and our earnings would decrease. If we have underestimated our allowance for loan losses, we may have to take additional charges to our income to restore the balance in allowance. We are subject to environmental liability risk associated with collateral securing our real estate lending. An increase in the competition in markets the we serve could negatively impact our results. We may not be able to effectively implement new technology, that could put us at a competitive disadvantage and negatively impact our results. Unauthorized disclosure of sensitive or confidential customer information, whether through a breach of the Bank s computer system or otherwise, could severely harm the Bank s business. Our Shareholders may not be able to liquidate their holdings of our common stock when desired. Customers may decide not to use banks to complete their financial transactions, which could result in a loss of income to us. Our controls and procedures may fail or be circumvented. We rely on the accuracy and completeness of information about customers or counterparties, and inaccurate or incomplete information could negatively impact our financial condition and results of operations. We may not be able to quickly and successfully assimilate the Acquired Bank s operations into ours. We may have underestimated the potential for losses in the loan portfolio that we acquired in the Acquisition.

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313337--3/26/2010--TRI_CITY_BANKSHARES_CORP