Exhibit 99

                            PEOPLES BANK OF VIRGINIA

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
   
         The undersigned hereby appoints Thomas L. Newton, Jr., Oliver D. Rudy
and Neale A. Moorer, Sr., or in any one 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 March 16, 1998 at 7:00 p.m. at the Main Office of the
Bank located at 9970 Iron Bridge Road, Chesterfield, 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 February 13, 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.