Cautionary Statement Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include statements regarding profitability, liquidity, adequacy of capital, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words "believes," "expects," "may," "will," "should," "projects," "contemplates," "anticipates," "forecasts," "intends," or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

• the ability to raise capital as needed;

• adverse economic conditions in the market area and the impact on credit quality and risks inherent in the loan portfolio such as repayment risk and fluctuating collateral values;

• additional future losses if our levels of non-performing assets do not moderate and if the proceeds we receive upon liquidation of assets are less than the carrying value of such assets;

• further increases of non-performing assets may reduce interest income and increase net charge-offs, provision for loan losses, and operating expenses;

• the adequacy of the allowance for loan losses related to specific reserves on impaired loans, and changes in factors considered such as general economic and business conditions in the market area and overall asset quality;

• the adequacy of the valuation allowance for other real estate owned related to changes in economic conditions and local real estate activity;

• loss or retirement of key executives;

• the ability to compete effectively in the highly competitive banking industry;

• legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses that the Company is engaged in;

• the ability to implement various technologies into our operations may impact the Company's ability to operate profitably;

• the ability of the Company to implement its disaster recovery plan in the event of a natural disaster;

• risks related to the timing of the recoverability of the deferred tax asset, which is subject to considerable judgment, and the risk that even after the recovery of the deferred tax asset balance under GAAP, there will remain limitations on the ability to include our deferred tax assets for regulatory capital purposes;

• increases in FDIC insurance premiums could adversely affect the Company's profitability;

• the ability to retain customers and secondary funding sources if the Bank's reputation would become damaged;

• the reliance on secondary sources, such as Federal Home Loan Bank advances, sales of securities and loans, federal funds lines of credit from correspondent banks and out-of-market time deposits, to meet liquidity needs;

• changes in interest rates could have a negative impact on the Company's net interest income and an unfavorable impact on the Bank's customers' ability to repay loans; and

• other factors identified in Item 1A. Risk Factors of the Company's Form 10-K for the year ending December 31, 2011.

Because of these uncertainties, actual future results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at March 31, 2012 and results of operations of the Company for the three month periods ended March 31, 2012 and 2011 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the period ending December 31, 2011. The results of operations for the three month period ended March 31, 2012 may not be indicative of the results to be achieved for the year.

Executive Overview

The Company

First National Corporation (the Company) is the bank holding company of:

• First Bank (the Bank). The Bank owns:

• First Bank Financial Services, Inc.

• Shen-Valley Land Holdings, LLC

• First National (VA) Statutory Trust II (Trust II)

• First National (VA) Statutory Trust III (Trust III)

First Bank Financial Services, Inc. invests in entities that provide title insurance and investment services. Shen-Valley Land Holdings, LLC was formed to hold other real estate owned and future office sites. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities.

Products, Services, Customers and Locations

The Bank's primary market area is located within the northern Shenandoah Valley region of Virginia, including Shenandoah County, Warren County, Frederick County and the City of Winchester. Within the market area there are various types of industry including health care, government, retail, manufacturing and construction. Customers include individuals, small and medium-sized businesses, local governmental entities and non-profit organizations.

The Bank provides loan, deposit, investment, trust and asset management and other products and services in the northern Shenandoah Valley region of Virginia. Loan products and services include personal loans, residential mortgages, home equity loans and commercial loans. Deposit products and services include checking, savings, NOW accounts, money market accounts, IRA accounts, certificates of deposit and cash management accounts. The Bank offers other services, including internet banking, mobile banking, remote deposit capture and other traditional banking services.

The Bank's Trust and Asset Management Department offers a variety of trust and asset management services including estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, estate settlement and benefit plans. The Bank offers financial planning and brokerage services for its customers through its investment division, First Financial Advisors.

The Bank's products and services are provided through 10 branch offices, 30 ATMs and its website, www.therespowerinone.com. The Bank operates six of its offices under the "Financial Center" concept. A Financial Center offers all of the Bank's financial services at one location. This concept allows loan, deposit, trust and investment advisory personnel to be readily available to serve customers throughout the Bank's market area. The location and general character of these properties is further described in Part I, Item 2 of Form 10-K for the year ended December 31, 2011.

Revenue Sources and Expense Factors

The primary source of revenue is from net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense and typically represents between 75% to 80% of the Company's total revenue. Interest income is determined by the amount of interest-earning assets outstanding during the period and the interest rates earned on those assets. The Bank's interest expense is a function of the amount of interest-bearing liabilities outstanding during the period and the interest rates paid. In addition to net interest income, noninterest income is the other source of revenue for the Company. Noninterest income is derived primarily from service charges on loans and deposits and fees earned from other services. The Bank generates fee income from other services that include trust and investment advisory services and through the origination and sale of residential mortgages.

The provision for loan losses and noninterest expense are the two major expense categories. The provision is determined by factors that include net charge-offs, asset quality, economic conditions and loan growth. Changing economic conditions caused by inflation, recession, unemployment or other factors beyond the Company's control have a direct correlation with asset quality, net charge-offs and ultimately the required provision for loan losses. The largest component of noninterest expense for the three month period ended March 31, 2012 was salaries and employee benefits, comprising 48% of noninterest expenses, followed by occupancy and equipment expense, comprising 13% of expenses and provision for other real estate owned, comprising 8% of expenses.

Quarterly Performance

For the three months ended March 31, 2012, net income totaled $475 thousand compared to $1.0 million for the same period in 2011. After the effective dividend on preferred stock, net income available to common shareholders was $251 thousand, or $0.08 per basic and diluted share, compared to $780 thousand, or $0.26 per basic and diluted share, for the same period in 2011. First quarter 2012 results reflect total provisions for loan losses and other real estate owned of $2.4 million, compared to $400 thousand for the first quarter of 2011. Net interest income was 3%, or $145 thousand, higher than for the first quarter of 2011 and noninterest income was 4%, or $57 thousand, higher than for the first quarter of 2011, excluding gains on the sale of securities. Noninterest expense was 4%, or $168 thousand, higher when comparing the two periods, excluding the provision for other real estate owned and net gains on sale of other real estate owned. Return on assets and return on equity were 0.36% and 5.17%, respectively, for the first quarter of 2012 compared to 0.74% and 8.31% for the same quarter in 2011.

Net interest income totaled $5.1 million for the first quarter of 2012, which was a 3% increase when comparing the first quarter of 2012 to the same period a year ago. The net interest margin increased to 4.14% from 3.89%, which was partially offset by a 4% decrease in average earning assets. The margin improvement was attributed to lower cost of funds and interest income adjustments on non-accrual loans.

Net charge-offs were $1.3 million for the first quarter of 2012 compared to $3.1 million for the same quarter of 2011. The provision for loan losses was $2.0 million which resulted in a total allowance for loan losses of $13.6 million or 3.49% of total loans at March 31, 2012. The provision was primarily the result of net charge-offs and specific reserves on impaired loans that reflected lower collateral values. The provision for loan losses was $270 thousand and the allowance totaled $13.2 million or 3.09% of total loans at March 31, 2011.

Noninterest income totaled $1.4 million for the first quarter of 2012, excluding gains on sale of securities, which was 4% higher compared to the same quarter of 2011. The increase in noninterest income, excluding securities gains, resulted from higher revenue from fees for other customer services, including loan fees. Performance from other noninterest income categories, such as service charges on deposit accounts, ATM and check card income, and trust and investment advisory revenue, was consistent when comparing the periods.

Noninterest expense, excluding the provision for other real estate owned and net gains on sale of other real estate owned, was $4.6 million for the first quarter of 2012, compared to $4.4 million for the same quarter of 2011, resulting in an efficiency ratio of 70.27% compared to 69.67% for the prior year period. The increase in expense was primarily attributable to expenses related to other real estate owned. The provision for other real estate owned, which represents write-downs of carrying values on foreclosed properties, totaled $401 thousand for the first quarter compared to $130 thousand for the same period in the prior year.

Management Outlook

Net interest income is expected to decrease slightly during the remainder of 2012 from downward pressure on the net interest margin. Although total average earning asset balances are expected to remain relatively stable during 2012, we expect lower loan balances and higher securities balances to result in a lower net interest margin for 2012. The Company is anticipating economic conditions to remain stable in the local market, which should result in stable loan and deposit balances.

Noninterest income, excluding gains on sales of securities, is not expected to change significantly for the remainder of 2012, when compared to first quarter results. The Company does not expect a significant change in noninterest expense for 2012, excluding the provision for OREO and gains and losses on sale of OREO, when compared to first quarter results.

Management believes that the allowance for loan losses provides prudent coverage of the risks in the loan portfolio, and the carrying value of other real estate owned reflects current market conditions and the Bank's disposition plans. However, we expect that additional provisions for loan losses may be necessary in the future, the amount of which will be influenced by changes in the Bank's loan customers' ability to pay which is affected by real estate values, economic conditions, and other factors. In addition, the amount of the provision for other real estate owned and gains or losses that may occur from the sale of other real estate owned may be impacted by changes in real estate values.

Non-GAAP Financial Measures

This report refers to the efficiency ratio, which is computed by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income excluding securities gains and losses. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with U.S. generally accepted accounting principles (GAAP) and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for GAAP. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the table below.

                                                                   Efficiency Ratio
                                                                    (in thousands)
                                                              For the three months ended
                                                          March 31,                 March 31,
                                                             2012                     2011

Noninterest expense                                     $        4,904            $       4,555
Less: provision for other real estate owned                        401                      130
Less: net (gains) losses on sale of other real
estate owned                                                       (90 )                     -

                                                        $        4,593            $       4,425


Tax-equivalent net interest income                      $        5,139            $       5,011
Noninterest income                                               2,514                    1,340
Less: securities gains (losses)                                  1,117                       -

                                                        $        6,536            $       6,351


Efficiency ratio                                                 70.27 %                  69.67 %

This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for each of 2012 and 2011 is 34%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below.

                                                        Reconciliation of Net Interest
                                                         Income to Tax-Equivalent Net
                                                                Interest Income
                                                                (in thousands)
                                                          For the three months ended
                                                      March 31,                 March 31,
                                                        2012                      2011

GAAP measures:
Interest income - loans                            $         5,547           $         5,833
Interest income - investments and other                        662                       605
Interest expense - deposits                                    986                     1,303
Interest expense - other borrowings                             80                        91
Interest expense - other                                        62                       109

Total net interest income                          $         5,080           $         4,935

Non-GAAP measures:
Tax benefit realized on non-taxable interest
income - loans                                     $             8           $            13
Tax benefit realized on non-taxable interest
income - municipal securities                                   51                        63

Total tax benefit realized on non-taxable
interest income                                    $            59           $            76

Total tax-equivalent net interest income           $         5,139           $         5,011

Critical Accounting Policies

General

The Company's consolidated financial statements and related notes are prepared in accordance with GAAP. The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. The Bank uses historical loss factors as one factor in determining the inherent loss that may be present in the loan portfolio. Actual losses

could differ significantly from the historical factors used. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact transactions could change. For further information about the Bank's loans and the allowance for loan losses, see Notes 3 and 4 to consolidated financial statements, included in Item 1 of this Form 10-Q.

Presented below is a discussion of those accounting policies that management believes are the most important ("Critical Accounting Policies") to the portrayal and understanding of the Company's financial condition and results of operations. The Critical Accounting Policies require management's most difficult, subjective and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management determines that the loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance. For further information about the Company's loans and the allowance for loan losses, see Notes 3 and 4.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance represents an amount that, in management's judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. Management's judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower's ability to repay and the value of the collateral, overall portfolio quality and review of specific potential losses. The evaluation also considers the following risk characteristics of each loan portfolio class:

• Residential mortgage loans carry risks associated with the continued credit-worthiness of the borrower and changes in the value of the collateral.

• Real estate construction loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure unrelated to the project.

• Commercial real estate and commercial and industrial loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability.

• Consumer loans carry risk associated with the continued credit-worthiness of the borrower and the value of the collateral, i.e. rapidly depreciating assets such as automobiles, or lack thereof. Consumer loans are more likely than real estate loans to be immediately adversely affected by job loss, divorce, illness or personal bankruptcy, or other changes in circumstances.

The allowance for loan losses consists of specific and general components. The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For collateral dependent loans, an updated appraisal will be ordered if a current one is not on file. Appraisals are performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions among other considerations.

The general component relates to loans that are not considered impaired. These unimpaired loans are segregated by loan segment and allowance factors are assigned by management based on a three-year loss history, delinquencies, national and local economic trends, trends in volume and terms of loans, effects of changes in lending policy, the experience and depth of

management, concentrations of credit, quality of the loan review system and the effect of external factors such as competition and regulatory requirements. The factors assigned differ by loan segment. The general component acknowledges potential losses whose impact on the portfolio has yet to be recognized by a specific allowance. Allowance factors and the overall size of the allowance may change from period to period based on management's assessment of the above described factors and the relative weights given to each factor.

Lending Policies

General

The principal risk associated with each of the categories of loans in the Bank's portfolio is the creditworthiness of its borrowers. Within each category, such risk is increased or decreased, depending on prevailing economic conditions. The risk associated with real estate mortgage loans, commercial and consumer loans varies, based on economic conditions, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay indebtedness. The risk associated with real estate construction loans varies, based on the supply and demand for the type of real estate under construction.

In an effort to manage risk, the Bank's loan policy gives loan amount approval limits to individual loan officers based on their position within the Bank and level of experience. The Management Loan Committee can approve new loans up to their authority. The Board Loan Committee approves all loans which exceed the authority of the Management Loan Committee. The full Board of Directors must approve loans which exceed the authority of the Board Loan Committee, up to the Bank's legal lending limit. The Board Loan Committee currently consists of five non-management directors. The Board Loan Committee approves the Bank's Loan Policy and reviews the loan watch list, concentrations of credit and other risk management reports. The Board Loan Committee meets on a monthly basis and the Chairman of the Committee then reports to the Board of Directors.

Residential loan originations are primarily generated by Bank loan officer solicitations, referrals by real estate professionals and customers. Commercial real estate loan originations are obtained through direct solicitation and additional business from existing customers. All completed loan applications are reviewed by the Bank's loan officers. As part of the application process, information is obtained concerning the income, financial condition, employment and credit history of the applicant. Loan quality is analyzed based on the Bank's experience and credit underwriting guidelines as well as the guidelines issued by the purchasers of loans, depending on the type of loan involved. Real estate collateral is appraised by independent appraisers who have been pre-approved by the Board Loan Committee.

As part of the on-going monitoring of the credit quality of the Company's loan portfolio, certain appraisals are analyzed by management or by an outsourced appraisal review specialist throughout the year. This is performed to ensure reasonableness of collateral valuations. The Company also obtains an independent review of the loan portfolio on an annual basis to analyze loan risk ratings and validate specific reserves on impaired loans.

In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities that are disclosed but not reflected in its financial statements, including commitments to extend credit. At March 31, 2012, . . .