First Community Bancshares Announces Signing of Definitive Merger Agreement With...

First Community Bancshares Announces Signing of Definitive Merger Agreement With Coddle Creek Financial Corp.

BLUEFIELD, Va. & MOORESVILLE, N.C.--(Business Wire)--
First Community Bancshares, Inc. (NASDAQ:FCBC) (www.fcbinc.com)
and Coddle Creek Financial Corp. jointly announce the signing of a
definitive merger agreement pursuant to which First Community will
acquire Coddle Creek, the Mooresville, North Carolina-based holding
company and parent of Mooresville Savings Bank, SSB, in a transaction
valued at approximately $33.1 million.

Mooresville Savings Bank is a North Carolina-chartered savings
bank established in 1937 and operates three branches in Mooresville,
Huntersville, and Cornelius, North Carolina. At June 30, 2008, Coddle
Creek had $158.6 million in total assets, $136.6 million in total
deposits and $19.1 million in shareholders' equity. The common stock
of Coddle Creek Financial Corp. is traded on the Pink Sheets under the
symbol, "CDLX".

Under the terms of the merger agreement, which has been
unanimously approved by the boards of directors of both companies,
shareholders of Coddle Creek will be entitled to receive $19.60 in
cash and .9046 shares of First Community common stock for each common
share of Coddle Creek.

John M. Mendez, President and Chief Executive Officer of First
Community, stated, "We are very happy to be joining forces with
Mooresville Savings Bank as we prepare to expand our banking network
into the very attractive Lake Norman region of North Carolina. This
represents significant progress towards our strategic plan for
expanding in the Greater Charlotte area where we currently have a loan
production office. We are very anxious to introduce First Community
and the expanded products and services we offer to the customers of
Mooresville Savings Bank. Customers will see immediate benefits from
our product set, technology and expanded channels for banking
services."

Dale W. Brawley, Executive Vice President and Treasurer of Coddle
Creek and President and Chief Executive Officer of Mooresville Savings
Bank, commented, "This is an exciting day for Coddle Creek and we are
pleased to announce our partnership with First Community. We have
admired their outstanding record of customer service, financial
strength and plan for growth. We are looking forward to having the
ability to deliver the products and services of a larger institution
to our customers. We believe our customers will benefit from expanded
business banking and lending services, as well as commercial lending
and treasury services."

Dale Brawley will remain as Vice-President for First Community
operating within the Mooresville/Lake Norman region. All offices will
remain open and plans are being reviewed for the possible addition of
new offices to better serve the customers of Mooresville, Cornelius
and Huntersville.

The merger is expected to be accretive to First Community's
earnings per share in the first full year of operation. It is
anticipated that the transaction will be completed in the fourth
quarter of 2008, after receipt of regulatory approvals, the approval
of the shareholders of Coddle Creek, and the satisfaction of other
closing conditions.

First Community Bancshares, Inc., headquartered in Bluefield,
Virginia, is a $2.05 billion financial holding company and is the
parent company of First Community Bank, N. A. First Community Bank, N.
A. operates through fifty-eight locations in the five states of
Virginia, West Virginia, North Carolina, South Carolina, and
Tennessee. First Community Bank, N. A. offers wealth management
services through its Trust & Financial Services Division and
Investment Planning Consultants, Inc., a registered investment
advisory firm, which offers wealth management and investment advice.
The Company's wealth management group managed assets with a market
value of $831 million at June 30, 2008. First Community is also the
parent company of GreenPoint Insurance Group, Inc., a full-service
insurance agency located in High Point, North Carolina. First
Community Bancshares, Inc.'s common stock is traded on the NASDAQ
Global Select Market under the symbol, "FCBC". Additional investor
information can be found on the Internet at www.fcbinc.com.

Forward-looking Statements

Certain statements in this press release, including, without
limitation, statements as to the impact of the merger, statements as
to First Community Bancshares, Inc.'s, Coddle Creek Financial Corp.'s,
or their respective management's beliefs, expectations or opinions,
and all other statements in this press release, other than historical
facts, are forward-looking statements, as such term is defined in the
Securities Exchange Act of 1934, which are intended to be covered by
the safe harbors created thereby. Forward-looking statements are
subject to risks and uncertainties, are subject to change at any time
and may be affected by various factors that may cause actual results
to differ materially from the expected or planned results. In addition
to the factors discussed above, certain other factors, including
without limitation, a significant increase in competitive pressures
among financial institutions; changes in the interest rate environment
that may reduce interest margins; changes in prepayment speeds, loan
sale volumes, charge-offs and loan loss provisions; less favorable
than expected general or local economic or political conditions;
legislative or regulatory changes that may adversely affect the
businesses in which First Community Bancshares, Inc. or Coddle Creek
Financial Corp. is engaged; technological issues which may adversely
affect First Community Bancshares, Inc.'s or Coddle Creek Financial
Corp.'s financial operations or customers; changes in the securities
markets and other risks detailed from time to time in First Community
Bancshares, Inc.'s filings with the SEC can cause actual results and
developments to be materially different from those expressed or
implied by such forward-looking statements. First Community
Bancshares, Inc. and Coddle Creek Financial Corp. may not be able to
complete the proposed merger on the terms summarized above or other
acceptable terms, or at all, due to a number of factors, including the
failure to obtain approval of their respective shareholders,
regulatory approvals or to satisfy other customary closing conditions.
First Community Bancshares, Inc. and Coddle Creek Financial Corp.
disclaim any intent or obligation to publicly update or revise any
forward- looking statements, regardless of whether new information
becomes available, future developments occur or otherwise.

This press release does not constitute an offer of securities by
either Coddle Creek or First Community. In connection with the
proposed transaction, a registration statement on Form S-4 will be
filed with the SEC. The registration statement will contain a proxy
statement / prospectus to be distributed to the shareholders of Coddle
Creek in connection with their vote on the merger. SHAREHOLDERS OF
CODDLE CREEK ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The information in this press
release is not a substitute for the registration statement and any
other documents First Community intends to file with the SEC.

The prospectus/proxy statement will be, and other documents filed
or to be filed by First Community with the SEC will be, available free
of charge at the SEC's website (www.sec.gov) or from First Community
by contacting David D. Brown, Chief Financial Officer, First Community
Bancshares, Inc., P.O. Box 989, Bluefield, Virginia 24605, (276)
326-9000.

The prospectus/proxy statement, and other relevant transaction
documents, will be available free of charge from Coddle Creek by
contacting Billy R. Williams, Chief Financial Officer, Coddle Creek
Financial Corp., 347 North Main Street, P.O. Box 117, Mooresville,
North Carolina 28115, (704) 664-4888.

Coddle Creek is currently not engaged in a solicitation of proxies
from the security holders of Coddle Creek in connection with the
proposed merger transaction with First Community. If a proxy
solicitation commences, Coddle Creek and its directors, executive
officers and other members of management and employees may be deemed
to participate in the solicitation of proxies from the shareholders of
Coddle Creek in connection with the proposed merger. Information about
the directors and executive officers of Coddle Creek and their
ownership of Coddle Creek common stock, and additional information
regarding the interests of such participants, may be obtained by
reading the proxy statement/prospectus when it becomes available.

First Community Bancshares, Inc.
John M. Mendez, 276-326-9000

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