UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July 2726, ~~2006~~2007

(Date of earliest event reported)

FNB CORPORATION

(Exact name of registrant as specified in its charter)

Virginia		000-24141		54-1791618
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Virginia

(State or other jurisdiction

of incorporation)

000-24141

(Commission File Number)

54-1791618

(I.R.S. Employer

Identification No.)

105 Arbor Drive

Christiansburg, Virginia 24068

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 540-382-4951

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Entry~~Merger ~~into Change in Control~~ Agreement ~~with Executive Officer~~

On July 2726, ~~2006~~2007, FNB Corporation (~~the~~“FNB”) ~~Corporation~~and Virginia Financial Group, Inc. (“VFG”) entered into aan ~~Change~~Agreement inand ~~Control~~Plan of Reorganization (the “Merger Agreement”) ~~with~~pursuant ~~Gregory~~to W.which ~~Feldmann,~~the ~~Chief~~two ~~Operating~~companies ~~Officer~~will combine in a merger of equals transaction (the ~~Agreement~~ “Merger”), creating the largest independent bank holding company headquartered in Virginia.

~~The~~In ~~Agreement~~the ~~provides for severance payments and certain other benefits if Mr. Feldmann’s employment terminates~~Merger ~~under~~Agreement, ~~specified~~which ~~conditions~~was ~~after~~approved aby ~~“change~~the inBoards ~~control”~~of ~~(as~~Directors ~~defined~~of inboth ~~the~~companies, ~~Agreement)~~each of ~~the~~FNB ~~Corporation. Payments~~ and ~~benefits~~VFG ~~will~~has bemade ~~paid~~customary ~~under the agreement only if~~representations, ~~within~~warranties 12and ~~months following a change in control, Mr~~covenants. ~~Feldmann is~~ ~~terminated~~The ~~without~~completion ~~“cause”~~of ~~(as defined in~~ the ~~Agreement),~~Merger oris ~~elects~~subject to ~~terminate~~various ~~his~~closing ~~employment~~conditions, ifincluding ~~his employment responsibilities are reduced below Executive Vice President and Chief Operating Officer after the change in control (as~~obtaining ~~described in~~ the ~~Agreement). ”Change~~approval ~~in control” is defined generally to include (i) consummation~~ of ~~certain~~FNB’s ~~corporate~~and ~~reorganizations in which the Corporation~~VFG’s ~~historic~~ shareholders ~~hold~~and ~~less~~receiving ~~than a majority of the resulting or purchasing company, (ii)~~ certain ~~changes~~regulatory inapprovals. ~~the~~The ~~composition~~Merger ofis ~~the~~intended ~~Corporation’s~~to ~~Board~~qualify ofas ~~Directors, (iii) consummation of~~ a ~~merger~~tax-free ofreorganization ~~the~~for ~~Corporation~~federal ~~with~~income ortax ~~into another person, or (iv) the sale or transfer of substantially all of the Corporation’s assets to another person~~purposes.

~~Pursuant~~At to the ~~Agreement,~~ effective ~~July 27,~~date ~~2006,~~of in the ~~event~~ ofMerger ~~such~~(the a“Effective ~~termination following a change in control~~Date”), ~~Mr. Feldmann~~FNB shareholders will ~~be entitled to~~ receive ~~(i) a~~1.5850 ~~continuation~~shares of ~~his~~VFG ~~employee~~common ~~welfare~~stock ~~and~~for ~~retirement~~each ~~and~~of ~~fringe~~their shares ~~benefits~~of ~~for~~FNB 12common ~~months~~stock ~~after~~outstanding ~~his~~immediately ~~termination~~prior ~~date~~to ~~and (ii) payments~~the ~~for~~Effective 12Date, ~~months~~with ~~(unless~~each heshare ~~elects~~of toVFG ~~receive~~common astock ~~lump~~becoming ~~sum~~one ~~amount,~~share inof ~~which~~common ~~case~~stock of the ~~lump~~resulting ~~sum~~holding ~~amount~~company. ~~paid~~Each ~~will~~option ~~be discounted~~ to ~~present~~purchase ~~value)~~a share of ~~his~~FNB ~~monthly~~common ~~base~~stock ~~salary in effect~~ outstanding immediately prior to the ~~termination. Mr. Feldmann’s~~Effective ~~right~~Date ~~to receive these payments~~ will be ~~reduced~~converted ~~and~~into ~~subject~~an tooption ~~recovery by the Corporation in the amount and~~ to ~~the~~purchase ~~extent~~shares ~~Mr. Feldmann~~of ~~earns~~common ~~compensation~~stock ~~within 12 months after a change in control as a result~~ of ~~subsequent~~ ~~employment~~the byresulting aholding ~~banking~~company, ~~institution~~adjusted ~~located~~for inthe ~~any~~1.5850 ~~county~~exchange ~~whose county seat lies within 50 miles by highway from Christiansburg, Virginia~~ratio.

~~Notwithstanding~~In the ~~foregoing~~Merger, ifFNB Mrand VFG will consolidate their banking subsidiaries into one state-chartered bank and both the resulting holding company and its banking subsidiary will be renamed. ~~Feldmann~~ isThe ~~terminated~~resulting holding company will be headquartered in Charlottesville, Virginia, with its banking subsidiary and operations center headquartered in Christiansburg, Virginia. The resulting holding company will be governed by a Board of Directors of up to 24 directors, with equal representation from FNB and VFG. The banking subsidiary’s Board of Directors will also have equal representation from FNB and VFG. Current FNB President and Chief Executive Officer William P. Heath, Jr. will serve as Chairman of the Board for ~~“cause”~~the (resulting holding company. Current VFG President and Chief Executive Officer O. R. Barham, Jr. will serve as ~~defined~~President inand Chief Executive Officer for the ~~Agreement)~~resulting holding company. Gregory W. Feldmann, current FNB Chief Operating Officer and President and Chief Executive Officer of FNB’s subsidiary, First National Bank, will serve as President and Chief Executive Officer of the ~~Corporation~~resulting banking subsidiary. Raymond D. Smoot, Jr., current Chairman of the Board of FNB’s First National Bank, will ~~have~~serve noas ~~obligation~~Chairman toof ~~pay~~the Board of the ~~above~~resulting ~~amounts~~banking tosubsidiary. MrCurrent VFG Executive Vice President and Chief Operating Officer Litz Van Dyke will serve as Executive Vice President and Chief Operating Officer for the resulting holding company, and current VFG Executive Vice President and Chief Financial Officer Jeffrey W. ~~Feldmann~~ Farrar will serve as Executive Vice President and Chief Financial Officer for the resulting holding company.

~~The~~In ~~foregoing~~the ~~summary~~Merger isAgreement, ~~qualified~~FNB inand ~~its~~VFG ~~entirety~~have byeach ~~reference~~agreed not to ~~the~~solicit ~~full~~proposals ~~text~~relating ofto alternative ~~this~~business ~~Agreement~~combination transactions or, asubject ~~copy~~to ofcertain ~~which~~exceptions, isto ~~filed~~enter asinto ~~Exhibit~~discussions ~~(10)BB~~or tonegotiations ~~this report,~~or ~~which~~provide isconfidential ~~incorporated~~information ~~herein~~in byconnection ~~reference.~~with any proposals for alternative business combination transactions.

~~Amendment~~In connection with entering into the Merger Agreement, FNB and VFG entered into separate reciprocal stock option agreements (the “Option Agreements”), pursuant to ~~Base~~which ~~Salary~~each company granted to the other a stock option (an “Option”) to purchase up to 19.9% of ~~Executive~~its ~~Officer~~total outstanding common shares. Neither of the Options is currently exercisable and, pursuant to the terms of the Option Agreements, will only become exercisable upon the occurrence of certain events relating to a third party acquisition proposal relating to the issuer of the shares covered by the respective Option. Each company’s total realizable value under the Option it has been granted is subject to a cap of $11.750 million. Under certain circumstances, each of the companies may be required to repurchase for cash the applicable Option or the shares acquired pursuant to the exercise of such Option.

~~Also~~The onforegoing ~~July 27,~~description ~~2006,~~of inthe ~~connection~~Merger, ~~with~~the ~~Mr. Feldmann’s~~Merger ~~appointment~~Agreement asand the ~~Corporation’s~~Option ~~Chief~~Agreements does ~~Operating~~not ~~Officer~~purport to be complete and ~~based~~is onqualified ~~the recommendation~~in ofits ~~the~~entirety ~~Board’s~~by ~~Compensation~~reference ~~Committee,~~to the ~~Corporation’s~~Merger ~~Board~~Agreement ofand ~~Directors~~the ~~approved~~Option aAgreements, ~~new~~which ~~base~~are ~~salary~~filed ~~for~~as ~~Mr.~~Exhibits ~~Feldmann~~2.1, ~~effective July~~ 99.1 and 99.2, ~~2006~~respectively, asto ~~follows:~~this report and are incorporated herein by reference. The Merger Agreement and the Option Agreements have been included to provide information regarding the terms of the Merger. They are not intended to provide any other factual information about FNB or VFG.

Name		Title		Former 2006 Salary (throughJune 30, 2006)		New 2006 Salary (effective July 1, 2006)
Gregory W. Feldmann		Chief Operating Officer, Market President (Roanoke Valley), and Director of Wealth Management		$151,500		$170,000

As described above, the Merger Agreement contains representations and warranties that FNB and VFG made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement between FNB and VFG and may be subject to important qualifications and limitations agreed to by FNB and VFG in connection with negotiating its terms. Moreover, the representations and warranties are modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality that is different from what may be viewed as material to shareholders, and may have been used for the purpose of allocating risk between FNB and VFG rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as accurate or complete or as characterizations of the actual state of facts as of any specified date.

~~Item 2.02.~~Important ~~Results~~Additional ofInformation ~~Operations~~Will ~~and~~be ~~Financial~~Filed ~~Condition.~~with the SEC

OnThis ~~July 27,~~communication ~~2006~~is being made in respect of the proposed merger of FNB and VFG. In connection with the proposed merger, VFG plans to file with the ~~Corporation~~SEC a registration statement on Form S-4 to register the shares of VFG common stock to be issued to the shareholders of FNB in the transaction. The registration statement will include a ~~press~~joint ~~release~~proxy ~~commenting~~statement/prospectus onwhich will ~~second~~be ~~quarter~~mailed ~~2006~~to ~~performance~~the shareholders of VFG and FNB seeking their approval byof the ~~Board~~merger. ofIn ~~Directors~~addition, each of ~~a third~~VFG ~~quarter~~and ~~2006~~FNB ~~cash~~may ~~dividend~~file other relevant documents concerning the proposed merger with the SEC.

~~The~~INVESTORS ~~information~~AND inSECURITY ~~this~~HOLDERS ~~Item 2.02,~~OF ~~and~~FNB ~~the~~AND ~~related~~VFG ~~exhibit,~~ARE isURGED ~~being~~TO ~~furnished~~READ ~~and~~THE ~~shall~~REGISTRATION ~~not~~STATEMENT ~~be deemed~~ON ~~“filed”~~FORM ~~for~~S-4 ~~purposes~~AND ofTHE ~~Section 18~~JOINT ofPROXY ~~the~~STATEMENT/PROSPECTUS ~~Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly~~INCLUDED ~~set~~WITHIN ~~forth~~THE byREGISTRATION ~~specific~~STATEMENT ~~reference in such filing.~~

~~Item 5~~ AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VFG, FNB AND THE PROPOSED TRANSACTION.02 Investors and security holders may obtain free copies of these documents (when available) through the website maintained by the SEC at http://www.sec.gov. ~~Departure~~Free copies of ~~Directors~~the joint proxy statement/prospectus (when available) also may be obtained by directing a request by telephone or ~~Principal~~mail ~~Officers;~~to ~~Election~~Virginia ofFinancial ~~Directors;~~Group, ~~Appointment~~Inc., 1807 Seminole Trail, Suite 104, Charlottesville, Virginia 22901, Attention: Investor Relations (telephone: (434) 964-2217) or FNB Corporation, 105 Arbor Drive, P.O. Box 600, Christiansburg, Virginia 24068, Attention: Investor Relations (telephone: (540) 382-6042) or by accessing VFG’s website at http://www.vfgi.net under “SEC Filings and Other Documents” or FNB’s website at http://www.fnbonline.com under “Investor Relations/SEC Filings.” The information on VFG’s and FNB’s websites is not, and shall not be deemed to be, a part of this report or ~~Principal~~incorporated ~~Officers~~into other filings either company makes with the SEC.

~~Appointment~~VFG and FNB and their respective directors, executive officers and members of ~~Chief~~management ~~Operating~~may ~~Officer~~be deemed to be participants in the solicitation of proxies from the shareholders of VFG and/or FNB in connection with the merger. Information about the directors and executive officers of VFG is set forth in the proxy statement for VFG’s 2007 annual meeting of shareholders filed with the SEC on March 28, 2007. Information about the directors and executive officers of FNB is set forth in the proxy statement for FNB’s 2007 annual meeting of shareholders filed with the SEC on March 30, 2007. Additional information regarding these participants in the proxy solicitation and their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

~~On July~~Item ~~27, 2006, the Corporation’s Board of Directors appointed Gregory W~~7. ~~Feldmann as the Corporation’s Chief Operating Officer, effective July 27, 2006~~01. ~~Mr. Feldmann~~Regulation ~~(age~~FD 49) has served as President and CEO of FNB Salem Bank & Trust since January 2005 (which position changed to Market President (Roanoke Valley) when the Corporation’s subsidiary bank restructuring was completed May 19, 2006), and as Executive Vice President and Director of Corporate Banking/Alternate Business Lines since August 2004Disclosure. He served as President of Gryphon Capital Advisors, Inc. and Managing Director of Gryphon Capital Partners prior to August 2004. Mr. Feldmann will continue to serve as Market President (Roanoke Valley) and Director of Wealth Management in addition to his new duties as Chief Operating Officer.

~~Mr.~~A copy of an investor presentation, dated July ~~Feldmann~~27, ~~has~~2007, ~~entered~~prepared ~~into~~jointly aby ~~Change~~Virginia inFinancial ~~Control~~Group, ~~Agreement~~Inc. ~~with~~and ~~the~~FNB Corporation, ~~which~~in connection with the proposed merger is ~~described~~furnished inas ~~Item 1~~Exhibit 99.013 ~~above~~to this report.

As do many of the Corporation’s directors and executive officers, Mr. Feldmann and persons with whom he is associated have had and expect to have in the future banking transactions with the Corporation’s affiliate banks in the ordinary course of their businesses. In the opinion of management of the Corporation, all such loans and commitments for loans (1) were made on substantially the same terms, including interest rates, collateral, and repayment terms, as those prevailing at the same time for comparable transactions with other persons; (2) were made in the ordinary course of business; and (3) do not involve more than a normal risk of collection or present unfavorable features.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	(10)G	Base Salaries for Named Executive Officers
	(10)BB	Change in Control Agreement, dated July 27, 2006, between FNB Corporation and Gregory W. Feldmann
	99.1	FNB Corporation press release dated July 27, 2006

(d) Exhibits

SIGNATURE


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated as of July 26, 2007, between Virginia Financial Group, Inc. and FNB Corporation

99.1		Stock Option Agreement, dated as of July 26, 2007, between Virginia Financial Group, Inc. (as issuer) and FNB Corporation (as grantee)

99.2		Stock Option Agreement, dated as of July 26, 2007, between FNB Corporation (as issuer) and Virginia Financial Group, Inc. (as grantee)

99.3		Investor presentation prepared jointly by Virginia Financial Group, Inc. and FNB Corporation, dated July 27, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FNB CORPORATION

(Registrant)

/s/ William P. Heath, Jr.

William P. Heath, Jr.

President and Chief Executive Officer

Date: July 2827, ~~2006~~2007

EXHIBIT INDEX

(10)G		Base Salaries for Named Executive Officers
Exhibit No.		Description
(10)BB		Change in Control Agreement, dated July 27, 2006, between FNB Corporation and Gregory W. Feldmann
2.1		Agreement and Plan of Reorganization, dated as of July 26, 2007, between Virginia Financial Group, Inc. and FNB Corporation
99.1		~~FNB~~Stock ~~Corporation~~Option ~~press~~Agreement, ~~release~~ dated as of July 2726, ~~2006~~2007, between Virginia Financial Group, Inc. (as issuer) and FNB Corporation (as grantee)
99.2		Stock Option Agreement, dated as of July 26, 2007, between FNB Corporation (as issuer) and Virginia Financial Group, Inc. (as grantee)
99.3		Investor presentation prepared jointly by Virginia Financial Group, Inc. and FNB Corporation, dated July 27, 2007

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