Exhibit 99

                            PEOPLES BANK OF VIRGINIA

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints _______________ and ______________, or
either of them and with full power of substitution, his or her attorney-in-fact
and proxy, to represent the undersigned at the Special Meeting of Shareholders
of Peoples Bank of Virginia ("PBV"), to be held on February __, 1998 at _____
p.m. at __________________________ located at ____________________________,
Virginia and at any adjournment thereof, and to vote all shares of stock of PBV
that the undersigned shall be entitled to vote at such meeting. The proxies are
instructed to vote on the matter set forth in the proxy statement as specified
below.

         1. To approve an Agreement and Plan of Reorganization, dated as of
December 1, 1997, and a related Plan of Merger (collectively, the "Agreement")
among PBV, F&M National Corporation ("F&M") and one of its subsidiary banks, F&M
Bank-Richmond, providing for the merger of PBV with and into F&M-Richmond upon
the terms and conditions set forth in the Agreement as described in the Proxy
Statement/Prospectus of PBV and F&M, dated January ___, 1998.

                   FOR   [__]       AGAINST   [__]     ABSTAIN   [__]
                                                       (Has the same effect as a
                                                       vote Against)

         2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

         This proxy, when properly signed and dated, will be voted in the manner
directed herein. If no direction is made, this proxy will be voted FOR proposal
number 1 as specified above.

Dated:________________, 1998

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                                           Please sign exactly as name appears
                                           on the stock certificate. When
                                           signing as attorney, executor,
                                           administrator or trustee, please give
                                           full title. This proxy may be
                                           revoked at any time prior to its
                                           exercise.