Schedule 13 D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U2dBNZf1AC4WpowHeQ/WPRccUjEKr+jOYrY1DTi5PHzW9poDH2dFA1XkAb9pzsAk Rkz8w2xERAUlZy0zcXJVfg== 0001193125-09-117654.txt : 20090522 0001193125-09-117654.hdr.sgml : 20090522 20090522170652 ACCESSION NUMBER: 0001193125-09-117654 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090522 DATE AS OF CHANGE: 20090522 GROUP MEMBERS: CLAY K. WHITE GROUP MEMBERS: CLINTON L. VARNER GROUP MEMBERS: CONNIE C. MOORE GROUP MEMBERS: DARRELL G. SWANIGAN GROUP MEMBERS: ELIZABETH N. TURNER GROUP MEMBERS: JACK W. WEBB, JR. GROUP MEMBERS: JACKSON FAMILY INVESTMENTS, L.L.C. GROUP MEMBERS: JACKSON INVESTMENTS, LLC GROUP MEMBERS: JAMES E. TURNER, JR. GROUP MEMBERS: JAMES R.A. STANLEY, JR. GROUP MEMBERS: JENNIFER. M. TRAUGOTT GROUP MEMBERS: JONIE N. MANSFIELD GROUP MEMBERS: JUNE R. VARNER GROUP MEMBERS: KEITH B. HAWKINS GROUP MEMBERS: LARRY LEWIS FELTON GROUP MEMBERS: PETER C. JACKSON GROUP MEMBERS: ROBERT M. MOORE, JR. GROUP MEMBERS: RUTH ANN RALPH FELTON GROUP MEMBERS: SHERRY LANE STANLEY GROUP MEMBERS: SONJA C. SWANIGAN GROUP MEMBERS: SUSAN BROWN WHITE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Felton Larry L CENTRAL INDEX KEY: 0001442751 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: P.O. BOX 1340 CITY: SUFFOLK STATE: VA ZIP: 23439 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: First Bankshares, Inc. CENTRAL INDEX KEY: 0001442741 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 800229922 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84859 FILM NUMBER: 09849868 BUSINESS ADDRESS: STREET 1: 3535 BRIDGE ROAD CITY: SUFFOLK STATE: VA ZIP: 23435 BUSINESS PHONE: 757-934-8200 MAIL ADDRESS: STREET 1: P.O. BOX 1340 CITY: SUFFOLK STATE: VA ZIP: 23439 SC 13D 1 dsc13d.htm SCHEDULE 13 D Schedule 13 D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

FIRST BANKSHARES, INC.

(Name of Issuer)

Common Stock, par value $3.20 per share

(Title of Class of Securities)

31928A101

(CUSIP Number)

First Bankshares, Inc.

3535 Bridge Road

P.O. Box 1340

Suffolk, Virginia 23439

Attention: Darrell G. Swanigan, President

and Chief Executive Officer

(757) 934-8200

With a copy to:

Jacob A. Lutz III, Esq.

Troutman Sanders LLP

1001 Haxall Point

Richmond, Virginia 23219

(804) 697-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 12, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ¨.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 31928A101		Page 2 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Larry Lewis Felton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 32,433
		8 SHARED VOTING POWER 9,488
		9 SOLE DISPOSITIVE POWER 32,433
		10 SHARED DISPOSITIVE POWER 9,488


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,921
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 3 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ruth Ann Ralph Felton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 9,488
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 9,488


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,488
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 4 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James E. Turner, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 51,662
		8 SHARED VOTING POWER 38,775
		9 SOLE DISPOSITIVE POWER 51,662
		10 SHARED DISPOSITIVE POWER 38,775


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,437
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 5 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Elizabeth N. Turner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 38,775
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 38,775


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,775
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 6 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Peter C. Jackson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 9,708
		8 SHARED VOTING POWER 100,547
		9 SOLE DISPOSITIVE POWER 9,708
		10 SHARED DISPOSITIVE POWER 100,547


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,255
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 7 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jackson Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 61,875
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 61,875


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,875
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON OO – limited liability company


CUSIP No. 31928A101		Page 8 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jackson Family Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 38,672
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 38,672


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,672
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO – limited liability company


CUSIP No. 31928A101		Page 9 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Darrell G. Swanigan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 21,469
		8 SHARED VOTING POWER 3,438
		9 SOLE DISPOSITIVE POWER 21,469
		10 SHARED DISPOSITIVE POWER 3,438


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,907
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 10 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sonja C. Swanigan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 3,438
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 3,438


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,438
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 11 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jonie N. Mansfield
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 20,120
		8 SHARED VOTING POWER 344
		9 SOLE DISPOSITIVE POWER 20,120
		10 SHARED DISPOSITIVE POWER 344


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,464
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 12 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jennifer M. Traugott
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 344
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 344


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 344
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 13 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Robert M. Moore, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 550
		8 SHARED VOTING POWER 8,558
		9 SOLE DISPOSITIVE POWER 550
		10 SHARED DISPOSITIVE POWER 8,558


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,108
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 14 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Connie C. Moore
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 8,558
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 8,558


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,558
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 15 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Clinton L. Varner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 7,205
		8 SHARED VOTING POWER 49,940
		9 SOLE DISPOSITIVE POWER 7,205
		10 SHARED DISPOSITIVE POWER 49,940


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,145
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 16 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS June R. Varner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 49,940
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 49,940


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,940
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 17 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jack W. Webb, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 27,963
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 27,963
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,963
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 18 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Clay K. White
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 7,205
		8 SHARED VOTING POWER 45,548
		9 SOLE DISPOSITIVE POWER 7,205
		10 SHARED DISPOSITIVE POWER 45,548


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,753
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 19 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Susan Brown White
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 45,548
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 45,548


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,548
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 20 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James R. A. Stanley, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 9,075
		8 SHARED VOTING POWER 1,348
		9 SOLE DISPOSITIVE POWER 9,075
		10 SHARED DISPOSITIVE POWER 1,348


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,423
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 21 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sherry Lane Stanley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,348
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,348


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,348
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 22 of 30


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keith B. Hawkins
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 16,186
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 16,186
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,186
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IN


CUSIP No. 31928A101		Page 23 of 30

Item 1.

Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (the “Statement”) relates is the Common Stock, par value $3.20 per share (the “Common Stock”), of First Bankshares, Inc., a Virginia corporation (the “Company”). The principal executive offices of the Company are located at 3535 Bridge Road, Suffolk, Virginia 23435.

Item 2.

Identity and Background.

(a) through (c) and (f)

This statement is being filed by the individuals and entities listed below (each a “Reporting Person” and, collectively, the “Reporting Persons”). Each Reporting Person who is a natural person is a citizen of the United States. Each Reporting Person who is not a natural person is an entity organized under the laws of the Commonwealth of Virginia.


Name	Residence or Business Address	Present Principal Occupation and the Name, Principal Business and Address of Any Entity in which such Occupation is Conducted
Larry L. Felton	106 Northgate Lane Suffolk, Virginia 23434	Retired

Ruth R. Felton	106 Northgate Lane Suffolk, Virginia 23434	Not applicable

James E. Turner	9119 River Crescent Suffolk, Virginia 23433	Retired

Elizabeth N. Turner	9119 River Crescent Suffolk, Virginia 23433	Not applicable

Peter C. Jackson	1223 Carolina Road Suffolk, Virginia 23434	Real Estate Investor, Jackson Real Estate 1223 Carolina Road Suffolk, Virginia 23434

Jackson Investments, LLC	1223 Carolina Road Suffolk, Virginia 23434	Real Estate Investments 1223 Carolina Road Suffolk, Virginia 23434

Jackson Family Investments, L.L.C.	1223 Carolina Road Suffolk, Virginia 23434	Real Estate Investments 1223 Carolina Road Suffolk, Virginia 23434

Darrell G. Swanigan	6302 Oaken Gate Drive Suffolk, Virginia 23435	Executive Management, SuffolkFirst Bank 3535 Bridge Road Suffolk, Virginia 23435

Sonja C. Swanigan	6302 Oaken Gate Drive Suffolk, Virginia 23435	Not applicable

Jonie N. Mansfield	136 Kings Point Drive Suffolk, Virginia 23434	Consultant, Drivers Contractors, Inc. P.O. Box 5157 Suffolk, Virginia 23435


CUSIP No. 31928A101		Page 24 of 30


Jennifer M. Traugott	210 Woodhaven Drive Suffolk, Virginia 23435	Driver Contractors, Inc. 4087 Driver Lane Suffolk, Virginia 23435 Hollydays 4237 Driver Lane Suffolk, Virginia 23435

Robert M. Moore, Jr.	1798 Cherry Grove Rd N. Suffolk, Virginia 23432	CPA, Boyce Spady & Moore PLC 1013 West Washington Street Suffolk, Virginia 23434

Connie C. Moore	1798 Cherry Grove Rd N. Suffolk, Virginia 23432	Retired

Clinton L. Varner	115 Riverside Drive Suffolk, Virginia 23435	Self-Employed Real Estate Appraiser

June R. Varner	115 Riverside Drive Suffolk, Virginia 23435	Self-Employed

Jack W. Webb, Jr.	619 Butler Avenue Suffolk, Virginia 23434	Insurance, Nansemond Insurance Agency Inc. P.O. Box 1569 Suffolk, Virginia 23434

Clay K. White	537 W. Riverview Drive Suffolk, Virginia 23434	Vice President, Starr Motors, Inc. 2584 Pruden Blvd Suffolk, Virginia 23434

Susan Brown White	537 W. Riverview Drive Suffolk, Virginia 23434	School Teacher, Nansemond-Suffolk Academy

James R. A. Stanley, Jr.	5606 Greenefield Drive S. Portsmouth, Virginia 23703	Executive Vice President and Chief Credit Officer, SuffolkFirst Bank 1000 N. Main Street Suffolk, Virginia 23434

Sherry Lane Stanley	5606 Greenefield Drive S. Portsmouth, Virginia 23703	Senior Loan Administrator, Monarch Bank Chesapeake, Virginia

Keith B. Hawkins	4505 Miarfield Arc Chesapeake, Virginia 23321	Executive Vice President and Commercial Loan Officer SuffolkFirst Bank 3535 Bridge Road Suffolk, Virginia 23435

(d) and (e)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Peter C. Jackson, Jackson Investments, LLC and Jackson Family Investments, L.L.C. purchased their shares of Common Stock with money obtained through bank loans collateralized with securities issued by an issuer other than the Company. All other Reporting Persons used personal funds to purchase their shares of Common Stock.


CUSIP No. 31928A101		Page 25 of 30

The Reporting Persons entered into a voting agreement, dated May 12, 2009, by and among Xenith Corporation and each of the Reporting Persons (the “FBS Voting Agreement”). The FBS Voting Agreement is more fully described in Item 4 of this Statement below. No shares were purchased by any Reporting Person pursuant to the FBS Voting Agreement and, thus, no funds were used for such purpose.

Item 4.

Purpose of Transaction.

On May 12, 2009, the Company and Xenith Corporation (“Xenith”) entered into an Agreement of Merger (the “Merger Agreement”), which sets forth the terms and conditions upon which Xenith will merge with and into First Bankshares (the “Merger”). First Bankshares will be the surviving entity and will operate as a one-bank holding company under the new name Xenith Bankshares, Inc. (“Xenith Bankshares”). The Merger and the Merger Agreement are discussed in further detail below under the caption “Merger and Merger Agreement”.

Concurrent with the Company’s and Xenith’s entry into the Merger Agreement, Xenith and each of the Reporting Persons entered into the FBS Voting Agreement, dated May 12, 2009. The FBS Voting Agreement is discussed in further detail below under the caption “FBS Voting Agreement”.

Merger and Merger Agreement

At the effective date of the Merger, shareholders of the Company may elect to retain their shares of Company common stock or to receive $9.23 in cash per share, subject to pro ration in the event the aggregate cash elections exceed 25% of shares outstanding as of the closing of the Merger. In no event will cash be paid for more than 25% of the total number of shares of Company common stock outstanding as of the closing of the Merger. Shareholders of Xenith are expected to receive between approximately .90 and .98 shares of Company common stock for each share of Xenith common stock owned at the time of the Merger, with the exact exchange ratio determined at closing based on Xenith’s book value at such time. Outstanding options and warrants to purchase Xenith common stock will be converted into options and warrants to purchase Company common stock at the same exchange ratio described above. Outstanding options to purchase Company common stock will remain outstanding.

In the Merger Agreement, which was approved by the Boards of Directors of both companies, each of the Company and Xenith has made customary representations, warranties and covenants including, among others, covenants by the Company:

•

not to (A) solicit proposals relating to alternative business combination transactions or (B) subject to certain exceptions, enter into discussions concerning or provide confidential information in connection with alternative business combination transactions;


CUSIP No. 31928A101		Page 26 of 30

•

subject to certain exceptions, to cause a Company shareholder meeting to be held to consider approval of the Merger; and

•

subject to certain exceptions, for the Company’s Board of Directors to recommend adoption and approval by its shareholders of the Merger Agreement.

The completion of the Merger is subject to various closing conditions, including obtaining the approval of the Company’s and Xenith’s shareholders and receiving certain regulatory approvals. In addition, as conditions to closing:

•

Xenith must have completed a private placement offering of its common stock raising at least $40,000,000 in gross proceeds, which proceeds must be available to Xenith at closing; and

•

Darrell G. Swanigan, President and CEO of First Bankshares must have entered into an employment agreement in the form attached as Exhibit F to the Merger Agreement.

Pursuant to the terms of the Merger Agreement, the initial Board of Directors of Xenith Bankshares will consist of the existing directors of Xenith and three additional directors to be designated by the Company. T. Gaylon Layfield III, the current President and CEO of Xenith, will continue in that role for Xenith Bankshares. Darrell G. Swanigan, currently President and CEO of the Company, will become Executive Vice President and President of the Hampton Roads Region of the subsidiary bank. Xenith’s current Chief Financial Officer and Chief Administrative Officer, Thomas W. Osgood, will continue in that role for Xenith Bankshares.

The Merger is expected to close in the third quarter of 2009. Pursuant to the Merger Agreement, either party may terminate the Merger in the event the Merger is not consummated by September 30, 2009, subject to extension as provided in the Merger Agreement. In addition, the Merger Agreement provides that either the Company or Xenith or both parties may terminate the Merger in certain other circumstances. Termination of the Merger will, in certain circumstances, obligate the Company to pay Xenith a termination fee of $1,000,000 or obligate Xenith to pay the Company a termination fee of $500,000, in each case depending on the nature of the termination event.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 1 to this Statement and is incorporated herein by reference. The Merger Agreement has been included to provide information regarding the terms of the Merger. It is not intended to provide any factual information about the Company or Xenith.

As described above, the Merger Agreement contains representations and warranties that the Company and Xenith made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement between the Company and Xenith and may be subject to important


CUSIP No. 31928A101		Page 27 of 30

qualifications and limitations agreed to by the Company and Xenith in connection with negotiating its terms. Moreover, the representations and warranties are modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality that is different from what may be viewed as material to shareholders, and may have been used for the purpose of allocating risk between the Company and Xenith rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as accurate or complete or as characterizations of the actual state of facts as of any specified date.

FBS Voting Agreement

Concurrent with entry into the Merger Agreement by the Company and Xenith, the Reporting Persons entered into the FBS Voting Agreement, pursuant to which, subject to certain exceptions, they each agreed to vote the shares of Common Stock that he, she or it owns in favor of the Merger. In addition, the FBS Voting Agreement grants a proxy to Xenith with respect to voting on the Merger with respect to all shares of Common Stock held by the Reporting Persons.

The Reporting Persons consist of the directors and certain executive officers of the Company, along with certain of their affiliates. As of May 12, 2009, the Reporting Persons owned approximately 19.6% of the Company’s outstanding Common Stock, inclusive of 82,115 options exercisable within 60 days of May 12, 2009. Excluding such options, the Reporting Persons owned approximately 16.7% of the Company’s outstanding Common Stock as of May 12, 2009.

The foregoing description of the FBS Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the FBS Voting Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

(a) At May 12, 2009, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons was 461,562, or approximately 19.6% of the Company’s issued and outstanding shares.

(b) 203,576 shares are solely owned by the Reporting Persons, and 257,986 are shared among the Reporting Persons.

(d) Not applicable.

(e) Not applicable.


CUSIP No. 31928A101		Page 28 of 30

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons’ response to Item 4 is incorporated by reference herein. In addition, each of the Reporting Persons is a party to the Joint Filing Agreement, which is filed as Exhibit 3 to this Statement and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.


Exhibit		Description
1		Agreement of Merger, dated as of May 12, 2009, between First Bankshares, Inc. and Xenith Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8- K, filed May 14, 2009, and incorporated herein by reference).

2		FBS Voting Agreement, dated as of May 12, 2009, among Xenith Corporation and each of the Reporting Persons

3		Joint Filing Agreement among the Reporting Persons

4		Powers of Attorney of Reporting Persons


CUSIP No. 31928A101		Page 29 of 30

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: May 22, 2009

		/s/ Larry L. Felton*
		Larry L. Felton

		/s/ Ruth R. Felton *
		Ruth R. Felton

		/s/ James E. Turner *
		James E. Turner

		/s/ Elizabeth N. Turner *
		Elizabeth N. Turner

		/s/ Peter C. Jackson *
		Peter C. Jackson

		JACKSON INVESTMENTS, LLC*

		/s/ Peter C. Jackson*
		Peter C. Jackson
		Managing Member

		JACKSON FAMILY INVESTMENTS, LLC*

		/s/ Peter C. Jackson*
		Peter C. Jackson
		Managing Member

		/s/ Darrell G. Swanigan*
		Darrell G. Swanigan

		/s/ Sonja C. Swanigan*
		Sonja C. Swanigan

		/s/ Jonie N. Mansfield*
		Jonie N. Mansfield

		/s/ Jennifer M. Traugott*
		Jennifer M. Traugott

		/s/ Robert M. Moore, Jr.*
		Robert M. Moore, Jr.


CUSIP No. 31928A101		Page 30 of 30

/s/ Connie C. Moore*

Connie C. Moore

/s/ Clinton L. Varner*

Clinton L. Varner

/s/ June R. Varner*

June R. Varner

/s/ Jack W. Webb, Jr.*

Jack W. Webb, Jr.

/s/ Clay K. White*

Clay K. White

/s/ Susan White*

Susan B. White

/s/ James R. A. Stanley, Jr.*

James R. A. Stanley, Jr.

/s/ Sherry L. Stanley*

Sherry L. Stanley

/s/ Keith B. Hawkins*

Keith B. Hawkins

*/s/ Jacob A. Lutz, III

Jacob A. Lutz, III

Attorney-in-Fact

EX-2 2 dex2.htm EXHIBIT 2 Exhibit 2

Exhibit 2

FBS VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of May 12, 2009 among Xenith Corporation, a Virginia corporation (“Xenith”), and each of the undersigned, a list of which is set forth on Exhibit A attached hereto (each, a “Shareholder”).

WHEREAS, in order to induce Xenith to enter into an Agreement of Merger, dated as of the date hereof (the “Merger Agreement”), between First Bankshares, Inc., a Virginia bank holding company (“FBS”), and Xenith, Xenith has requested each Shareholder, and each Shareholder has agreed, to enter into this Agreement with respect to all shares of common stock, par value $3.20 per share, of FBS that such Shareholder beneficially owns and either (i) holds jointly with another Shareholder, (ii) holds through an investment entity over which such Shareholder has sole or shared control or (iii) with respect to which such Shareholder has sole voting power (with respect to each Shareholder, the “Shares”) (as used herein, the term “Shares” shall mean (A) all securities of FBS (including all shares of FBS capital stock and all options, warrants and other rights to acquire shares of FBS capital stock) owned by a Shareholder as of the date of this Agreement and either (i) held jointly with another Shareholder, (ii) held through an investment entity over which such Shareholder has sole or shared control or (iii) with respect to which such Shareholder has sole voting power, all as indicated on the signature page hereto, and (B) all additional securities of FBS (including all additional shares of FBS capital stock and all additional options, warrants and other rights to acquire shares of FBS capital stock) of which a Shareholder acquires beneficial ownership during the period commencing on the execution and delivery of this Agreement until termination of this Agreement in accordance with Section 5.02 hereof, but excluding in either case any Shares Transferred (as defined below) by a Shareholder to any Person (other than another Shareholder) in accordance with the terms of this Agreement).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

GRANT OF PROXY; VOTING AGREEMENT

Section 1.01. Voting Agreement. Unless Xenith is in material default with respect to any covenant, representation, warranty or agreement with respect to it contained in the Merger Agreement or unless, pursuant to Section 7.04(b) of the Merger Agreement, the Board of Directors of FBS has failed to make, withheld, withdrawn, qualified or modified (or publicly proposed or resolved to do the foregoing), in a manner adverse to Xenith, its recommendation to FBS

shareholders referred to in Section 9.02 of the Merger Agreement (any of the foregoing, a “Suspension Event”), (a) each Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that such Shareholder is entitled to vote at the time of any vote or action by written consent to approve and adopt the Merger Agreement, the Merger, the Plan of Merger and all agreements related to the Merger and any actions related thereto at any meeting of the shareholders of FBS, and at any adjournment thereof, at which such Merger Agreement, Plan of Merger and other related agreements (or any amended version thereof), or such other actions, are submitted for the consideration and vote of the shareholders of FBS; and (b) each Shareholder hereby agrees that, for so long as this Agreement is in effect, it will not vote any Shares in favor of, or consent to, and will vote such Shares against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of FBS or any other extraordinary transaction involving FBS, other than to vote in favor of, or consent to, the Merger Agreement, the Merger and the Plan of Merger, (iii) corporate action the consummation of which may frustrate the purposes, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters. The voting agreement set forth in this Section 1.01 shall not apply to any Shares for which the Shareholder exercises voting power solely in a fiduciary capacity (other than as a fiduciary of a personal trust for the benefit of the Shareholder or any relative of the Shareholder).

Section 1.02. Irrevocable Proxy. Each Shareholder hereby revokes any and all previous proxies granted with respect to such Shareholder’s Shares. By entering into this Agreement, each Shareholder hereby grants a proxy appointing Xenith as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Xenith or its proxy or substitute shall, in Xenith’s sole discretion, deem proper with respect to such Shareholder’s Shares; provided that a Suspension Event shall not have occurred. The proxy granted by each Shareholder pursuant to this Article 1 is irrevocable and is granted in consideration of Xenith entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by each Shareholder shall be revoked upon termination of this Agreement in accordance with its terms.

Section 1.03. No Ownership Interest. Except as set forth in Section 1.02, nothing contained in this Agreement shall be deemed to vest in Xenith any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain and belong to the Shareholders, and Xenith shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of FBS or exercise any power or authority to direct the Shareholders in the voting of any of the Shares, except as set forth in Section 1.02 or as otherwise expressly provided herein, or the performance of its duties or responsibilities as a shareholder of FBS.

Section 1.04. Other Agreements. Prior to the termination of this Agreement in accordance with Section 5.02 hereof, each of the Shareholders shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Article 1.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder severally represents and warrants to Xenith that:

Section 2.01. Authorization. Such Shareholder has duly executed and delivered this Agreement and the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers and legal capacity of such Shareholder and have been duly authorized by all necessary action. Assuming due authorization, execution and delivery by Xenith, this Agreement is a valid and binding agreement of such Shareholder.

Section 2.02. Non-Contravention. The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Shareholder is entitled under any provision of any agreement or other instrument binding on such Shareholder or (iii) result in the imposition of any Lien on any asset of such Shareholder.

Section 2.03. Ownership of Shares. Such Shareholder is the record and beneficial owner of such Shareholder’s Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of such Shares). None of such Shareholder’s Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.

Section 2.04. Total Shares. Except for the Shares and the options to acquire Shares set forth on the signature page hereto, such Shareholder does not beneficially own and have sole voting power with respect to any (i) shares of capital stock or voting securities of FBS, (ii) securities of FBS convertible into or exchangeable for shares of capital stock or voting securities of FBS or (iii) options or other rights to acquire from FBS any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of FBS.

Section 2.05. Finder’s Fees. Except as provided in Section 5.16 of the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from FBS in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF XENITH

Xenith represents and warrants to each Shareholder that:

Section 3.01 Valid Existence; Authorization. Xenith is duly incorporated as a corporation, validly existing and in good standing under the laws of the Commonwealth of Virginia and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on, in all material respects, its business as now conducted. The execution, delivery and performance by Xenith of this Agreement and the consummation by Xenith of the transactions contemplated hereby are within the corporate powers of Xenith and have been duly authorized by all necessary corporate action on the part of Xenith. This Agreement has been duly and validly authorized, executed and delivered by Xenith and constitutes a valid and binding agreement of Xenith (assuming the due authorization, execution and delivery hereof by the Shareholders).

Section 3.02 Non-Contravention. The execution, delivery and performance by Xenith of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Xenith is entitled under any provision of any agreement or other instrument binding on Xenith or (iii) result in the imposition of any Lien on any asset of Xenith.

ARTICLE 4

COVENANTS OF THE SHAREHOLDERS

Each Shareholder hereby severally covenants and agrees that so long as this Agreement is in effect:

Section 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Shareholder shall not, without the prior written consent of Xenith, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Shareholder’s Shares or (ii) acquire or, to the extent the Shareholder has sole investment power over any or all of such Shareholder’s Shares, Transfer, encumber or otherwise dispose of, or enter into any contract,

option or other arrangement or understanding with respect to the direct or indirect acquisition or Transfer, encumbrance or other disposition of, any Shares, prior to the termination of this Agreement. Such Shareholder shall not seek or solicit any such acquisition or Transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Xenith promptly, and to provide all details requested by Xenith, if such Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. In the event that pursuant to Section 7.04(b)(i) of the Merger Agreement the Board of Directors of FBS engages in negotiations or discussions with a Third Party that has made a bona fide unsolicited Acquisition Proposal that the Board of Directors of FBS reasonably believes will lead to a Superior Proposal, subject to compliance by FBS with the terms of the Merger Agreement, including without limitation Section 7.04 thereof, and subject to compliance by such Shareholder with the terms of this Agreement, nothing in the immediately preceding sentence shall prohibit such Shareholder from engaging in negotiations or discussions with such Third Party regarding such Shareholder entering into (concurrently with or subsequent to the termination of the Merger Agreement pursuant to Section 11.01(d)(i) thereof) (i) a voting agreement, (ii) an agreement with respect to granting a proxy or (iii) an agreement with respect to the sale of such Shareholder’s Shares, in each case with respect to such Acquisition Proposal. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift or other disposition of such security (excluding transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof.

Section 4.02. Other Offers. Subject to Section 5.11, such Shareholder shall not directly or indirectly take any action that is prohibited under Section 7.04 of the Merger Agreement with respect to actions to be taken by FBS. Such Shareholder will promptly advise and update Xenith after receipt by such Shareholder of an Acquisition Proposal in accordance with the notice provisions applicable to FBS as set forth in Section 7.04 of the Merger Agreement.

Section 4.03. Stop Transfer. Each Shareholder agrees with, and covenants to, Xenith that such Shareholder will not request that FBS register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement or to FBS.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Further Assurances. Xenith and each Shareholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.02. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms and (c) written notice of termination of this Agreement by Xenith to the Shareholders, and all rights or obligations of the parties under this Agreement shall immediately terminate, except as provided in Section 5.11 hereof.

Section 5.03. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.04. Successors and Assigns; Obligations of Shareholders. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that Xenith may transfer or assign its rights and obligations to any Affiliate of Xenith.

Section 5.05. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.

Section 5.06. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective as between Xenith, on the one hand, and a Shareholder, on the other hand, when each such party shall have received counterparts hereof signed by each such other party.

Section 5.07. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.08. Specific Performance; Injunctive Relief. The parties hereto agree that Xenith would suffer irreparable damage and that there will be no

adequate remedy at law in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, injunctive relief and any other remedy to which they are entitled at law or in equity.

Section 5.09. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

Section 5.10. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Xenith, to the appropriate address for notice thereto set forth in the Merger Agreement and (ii) if to a Shareholder, to the appropriate address set forth underneath such Shareholder’s name on the signature pages hereto.

Section 5.11. Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of FBS makes any agreement or understanding herein in his capacity as such director or officer. Each Shareholder signs solely in his capacity as the record holder and beneficial owner of such Shareholder’s Shares and nothing in this Agreement shall limit or affect any actions taken by any Shareholder in his capacity as an officer or director of FBS. This Section 5.11 shall survive termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


XENITH CORPORATION

By:		/s/ T. Gaylon Layfield, III
Name:		T. Gaylon Layfield, III
Title:		President and Chief Executive Officer


/s/ Larry L. Felton
Larry L. Felton

/s/ Ruth R. Felton
Name:		Ruth R. Felton
Spouse of Mr. Felton, if executing

Number of Shares with regard to which Mr. Felton has sole voting power: 23,413

Number of Shares held jointly with spouse: 9,488

Number of Options: 9,020


/s/ James E. Turner, Jr.
James E. Turner, Jr.

/s/ Elizabeth N. Turner
Name:		Elizabeth N. Turner
Spouse of Mr. Turner, if executing

Number of Shares with regard to which Mr. Turner has sole voting power: 42,642

Number of Shares held jointly with spouse: 38,775

Number of Options: 9,020


/s/ Peter C. Jackson
Peter C. Jackson

JACKSON INVESTMENTS, LLC

/s/ Peter C. Jackson
Name:		Peter C. Jackson
Title:		Managing Member

JACKSON FAMILY INVESTMENTS, LLC

/s/ Peter C. Jackson
Name:		Peter C. Jackson
Title:		Managing Member

Number of Shares with regard to which Mr. Jackson has sole voting power: 688

Number of Shares held by investment entities in which Mr. Jackson has sole or shared control: 100,547

Number of Options: 9,020


/s/ Darrell G. Swanigan
Darrell G. Swanigan

/s/ Sonja C. Swanigan
Name:		Sonja C. Swanigan
Spouse of Mr. Swanigan, if executing

Number of Shares with regard to which Mr. Swanigan has sole voting power: 6,069

Number of Shares held jointly with spouse: 3,438

Number of Options: 15,400


/s/ Jonie N. Mansfield
Jonie N. Mansfield

/s/ Jennifer M. Traugott
Name:		Jennifer M. Traugott
Daughter of Ms. Mansfield, if executing

Number of Shares with regard to which Ms. Mansfield has sole voting power: 11,100

Number of Shares held jointly with daughter: 344

Number of Options: 9,020


/s/ Robert M. Moore, Jr.
Robert M. Moore, Jr.

/s/ Connie C. Moore
Name:		Connie C. Moore
Spouse of Mr. Moore, if executing

Number of Shares with regard to which Mr. Moore has sole voting power: 550

Number of Shares held jointly with spouse: 8,558

Number of Options: 0


/s/ Clinton L. Varner
Clinton L. Varner

/s/ June R. Varner
Name:		June R. Varner
Spouse of Mr. Varner, if executing

Number of Shares with regard to which Mr. Varner has sole voting power: 935

Number of Shares held jointly with spouse: 49,940

Number of Options: 6,270

/s/ Jack W. Webb

Jack W. Webb

Number of Shares with regard to which Mr. Webb has sole voting power: 18,943

Number of Options: 9,020


/s/ Clay K. White
Clay K. White

/s/ Susan B. White
Name:		Susan White
Spouse of Mr. White, if executing

Number of Shares with regard to which Mr. White has sole voting power: 935

Number of Shares held jointly with spouse: 45,551

Number of Options: 6,270


/s/ James R. A. Stanley, Jr.
James R. A. Stanley, Jr.

/s/ Sherry L. Stanley
Name:		Sherry L. Stanley
Spouse of Mr. Stanley, if executing

Number of Shares with regard to which Mr. Stanley has sole voting power: 0

Number of Shares held jointly with spouse: 1,348

Number of Options: 9,075

/s/ Keith B. Hawkins

Keith B. Hawkins

Number of Shares with regard to which Mr. Hawkins has sole voting power: 16,186

Number of Options: 0

Exhibit A

SHAREHOLDERS

Larry L. Felton

Ruth R. Felton

James E. Turner

Elizabeth N. Turner

Peter C. Jackson

Jackson Investments, LLC

Jackson Family Investments, LLC

Darrell G. Swanigan

Sonja C. Swanigan

Jonie N. Mansfield

Jennifer M. Traugott

Robert M. Moore, Jr.

Connie C. Moore

Clinton L. Varner

June R. Varner

Jack W. Webb, Jr.

Clay K. White

Susan White

James R. A. Stanley, Jr.

Sherry L. Stanley

Keith B. Hawkins

EX-3 3 dex3.htm EXHIBIT 3 Exhibit 3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the securities of First Bankshares, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates indicated.


Name		Date

/s/ Larry L. Felton		May 17, 2009
Larry L. Felton

/s/ Ruth R. Felton		May 17, 2009
Ruth R. Felton

/s/ James E. Turner, Jr.		May 18, 2009
James E. Turner, Jr.

/s/ Elizabeth N. Turner		May 18, 2009
Elizabeth N. Turner

/s/ Peter C. Jackson		May 18, 2009
Peter C. Jackson

JACKSON INVESTMENTS, LLC

By:	/s/ Peter C. Jackson	May 18, 2009
Name:	Peter C. Jackson
Title:	Managing Member


JACKSON FAMILY INVESTMENTS, LLC

By:	/s/ Peter C. Jackson	May 18, 2009
Name:	Peter C. Jackson
Title:	Managing Member

/s/ Darrell G. Swanigan		May 18, 2009
Darrell G. Swanigan

/s/ Sonja C. Swanigan		May 18, 2009
Sonja C. Swanigan

/s/ Jonie N. Mansfield		May 18, 2009
Jonie N. Mansfield

/s/ Jennifer M. Traugott		May 18, 2009
Jennifer M. Traugott

/s/ Robert M. Moore, Jr.		May 17, 2009
Robert M. Moore, Jr.

/s/ Connie C. Moore		May 17, 2009
Connie C. Moore

/s/ Clinton L. Varner		May 19, 2009
Clinton L. Varner

/s/ June R. Varner		May 19, 2009
June R. Varner

/s/ Jack W. Webb, Jr.		May 17, 2009
Jack W. Webb, Jr.

/s/ Clay K. White		May 18, 2009
Clay K. White

/s/ Susan B. White		May 18, 2009
Susan White

/s/ James R.A. Stanley, Jr.		May 18, 2009
James R. A. Stanley, Jr.

/s/ Sherry L. Stanley		May 18, 2009
Sherry L. Stanley

/s/ Keith B. Hawkins		May 19, 2009
Keith B. Hawkins

EX-4 4 dex4.htm EXHIBIT 4 Exhibit 4

Exhibit 4

POWER OF ATTORNEY

I, Larry Lewis Felton, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is First Bankshares, Inc. assuming, any of my responsibilities to comply with Section 13.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13, whichever occurs first.

WITNESS the execution hereof this 17th day of May, 2009.


/s/ Larry L. Felton

Name (please print):		Larry Lewis Felton

POWER OF ATTORNEY

I, Ruth R. Felton, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21st day of May, 2009.


/s/ Ruth R. Felton

Name (please print):		Ruth R. Felton

POWER OF ATTORNEY

I, Keith B. Hawkins, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 19^th day of May, 2009.


/s/ Keith B. Hawkins

Name (please print):		Keith B. Hawkins

POWER OF ATTORNEY

I, Peter C. Jackson, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ Peter C. Jackson

Name (please print):		Peter C. Jackson

POWER OF ATTORNEY

WITNESS the execution hereof this 21^st day of May, 2009.


JACKSON FAMILY INVESTMENTS, LLC

By:		/s/ Peter C. Jackson
Name:		Peter C. Jackson
Title:		Managing Member

POWER OF ATTORNEY

WITNESS the execution hereof this 21^st day of May, 2009.


JACKSON INVESTMENTS, LLC

By:		/s/ Peter C. Jackson
Name:		Peter C. Jackson
Title:		Managing Member

POWER OF ATTORNEY

I, Jonie N. Mansfield , do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ Jonie N. Mansfield

Name (please print):		Jonie N. Mansfield

POWER OF ATTORNEY

I, Connie C. Moore, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Connie C. Moore

Name (please print):		Connie C. Moore

POWER OF ATTORNEY

I, Robert M. Moore, Jr., do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 15^th day of May, 2009.


/s/ Robert M. Moore, Jr.

Name (please print):		Robert M. Moore, Jr.

POWER OF ATTORNEY

I, James R.A. Stanley, Jr., do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ James R.A. Stanley, Jr.

Name (please print):		James R.A. Stanley, Jr.

POWER OF ATTORNEY

I, Sherry L. Stanley, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Sherry L. Stanley

Name (please print):		Sherry L. Stanley

POWER OF ATTORNEY

I, Darrell G. Swanigan, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ Darrell G. Swanigan
Name (please print):		Darrell G. Swanigan

POWER OF ATTORNEY

I, Sonja C. Swanigan, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Sonja C. Swanigan
Name (please print):		Sonja C. Swanigan

POWER OF ATTORNEY

I, Jennifer M. Traugott, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Jennifer M. Traugott
Name (please print):		Jennifer M. Traugott

POWER OF ATTORNEY

I, Elizabeth N. Turner, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Elizabeth N. Turner
Name (please print):		Elizabeth N. Turner

POWER OF ATTORNEY

I, James Edwin Turner, Jr., do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ James Edwin Turner, Jr.
Name (please print):		James Edwin Turner, Jr.

POWER OF ATTORNEY

I, Clinton L. Varner, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 19^th day of May, 2009.


/s/ Clinton L. Varner
Name (please print):		Clinton L. Varner

POWER OF ATTORNEY

I, June R. Varner, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ June R. Varner
Name (please print):		June R. Varner

POWER OF ATTORNEY

I, Jack W. Webb, Jr., do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 17^th day of May, 2009.


/s/ Jack W. Webb, Jr.
Name (please print):		Jack W. Webb, Jr.

POWER OF ATTORNEY

I, Clay K. White, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 18^th day of May, 2009.


/s/ Clay K. White
Name (please print):		Clay K. White

POWER OF ATTORNEY

I, Susan B. White, do hereby constitute and appoint Darrell G. Swanigan and Jacob A. Lutz III my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director and/or executive officer of First Bankshares, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 (“Section 13”) or any rule or regulation of the SEC in respect thereof.

WITNESS the execution hereof this 21^st day of May, 2009.


/s/ Susan B. White
Name (please print):		Susan B. White

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