The merger, which is now subject only to completion of customary closing conditions, is expected to close by the end of February, 2008.

Under terms of the merger agreement, upon closing of the merger, FNB shareholders will receive 1.58 shares of combined company common stock for each of their shares of FNB common stock. Each share of Virginia Financial Group (VFG) common stock will become one share of common stock of the combined company.

Bill Heath, president and CEO of FNB, said: This merger offers the ability to enhance FNB shareholder value while ensuring that FNB has an equal partner’s role in the future of the new company. More importantly, today’s vote also creates a major economic driver for western Virginia.

OR Ed Barham, president and CEO of VFG, added: We are confident that the combination of our companies will enhance shareholder value and provide long-term benefits for our shareholders, customers, employees and the communities we serve.