Exhibit 99

PROXY

                          SECURITY BANK CORPORATION

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The undersigned hereby appoints _________________,  __________________ and
_____________________,  or 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 Security Bank Corporation,  to be held
at ___________________, located at _______________, Manassas, Virginia at ______
__.m. on _________________, 1999 and at any adjournment thereof, and to vote all
shares of stock of SBC that the  undersigned  shall be  entitled to vote at such
meeting on each of the following matters:

1.    To approve an Agreement and Plan of  Reorganization,  dated as of November
      25, 1998, and a related Plan of Merger among Security,  F&M  National
      Corporation   and one of its  subsidiary banks, F&M  Bank-Northern
      Virginia,  providing for the merger of Security with and into F&M-Northern
      Virginia upon the terms and conditions set forth in the merger agreement
      as described in the proxy  statement/prospectus  of Security and F&M,
      dated ______________, 1999.

      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.  This proxy may be revoked at any time prior to its
exercise.

                                               Dated:_____________________, 1999


                                                --------------------------------


                                                --------------------------------
                                                Please  sign   exactly  as  name
                                                appears     on     the     stock
                                                certificate.   When  signing  as
                                                attorney,              executor,
                                                administrator or trustee, please
                                                give full title.

Please mark, sign, date and return promptly this Proxy Card using the enclosed
envelope.