8-K

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 (Date of earliest event reported): May 15, 2012

__________________________________________

StellarOne Corporation

(Exact name of registrant as specified in its charter)

__________________________________________

Commission File Number: 000-22283

Virginia (State or other jurisdiction of incorporation) 54-1829288 (IRS Employer Identification No.)

590 Peter Jefferson Parkway, Suite 250

Charlottesville, Virginia 22911

(Address of principal offices, including zip code)


(434) 964-2211
(Registrant’s telephone number, including area code)

Not Applicable

(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):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 annual meeting of shareholders of StellarOne Corporation (the Company) held on May 15, 2012, the Company’s shareholders approved the StellarOne Corporation Stock and Incentive Compensation Plan (the 2012 Plan), which was approved by the Board of Directors on October 25, 2011 and May 15, 2012, subject to shareholder approval.

The 2012 Plan became effective upon shareholder approval at the annual meeting and replaces the StellarOne Corporation Stock Incentive Plan, dated January 18, 2002 (the 2002 Plan), which expired on January 18, 2012.  The 2012 Plan is designed to promote the success of the Company and its subsidiaries by providing incentives to personnel, including employees and directors, that will promote the identification of their personal interest with the long-term stability and financial success of the Company and with growth in shareholder value. The 2012 Plan is designed to provide flexibility to the Company and its subsidiaries in the ability to motivate, attract and retain the services of those persons upon whose judgment, interest and effort the successful conduct of its operation is largely dependent.  

The 2012 Plan authorizes the granting of stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights (SARs), stock awards and incentive awards.  Awards may be granted under the 2012 Plan to employees and directors of the Company and its subsidiaries, as determined by the Personnel and Compensation Committee (the Committee), which has been appointed to administer the plan.

Subject to the right of the Company’s Board of Directors to terminate the plan at any time, awards may be granted under the 2012 Plan until May 15, 2022, after which date no further awards may be granted. Any awards granted under the plan that are outstanding on May 15, 2022 will remain outstanding in accordance with their terms.

The 2012 Plan provides that, subject to proportionate and equitable adjustment to address certain changes in the Company’s capital structure, the maximum number of shares of the Company’s common stock that may be issued under the plan is 1,000,000.  The 2012 Plan also provides for a per-participant calendar year limit for each award type, as follows: (i) stock options and SARs (disregarding any tandem SARs) -- 150,000 shares, (ii) restricted stock and RSUs -- 75,000 shares, (iii) stock awards -- 25,000 shares, and (iv) incentive awards -- $1,000,000; and requires shareholder approval to increase these annual limits.  No shares of the Company’s common stock authorized for issuance under the expired 2002 Plan will be transferred to or used under the 2012 Plan.

The Committee has full power and authority under the 2012 Plan to determine (i) which eligible persons will receive awards and the nature of awards, (ii) the number of shares of the Company’s common stock to be covered by each award, (iii) whether options will be incentive stock options or nonstatutory stock options, (iv) the fair market value of the Company’s common stock, (v) the time or times when an award will be granted, (vi) whether an award will become vested over a period of time, according to a performance-based vesting schedule or otherwise, and when it will be fully vested, (vii) the terms and conditions under which restrictions imposed upon an award will lapse, (viii) whether a change of control of the Company has occurred, (ix) factors relevant to the lapse of restrictions, vesting, exercise and settlement of awards, (x) when options and stock appreciation rights may be exercised, (xi) whether to approve a participant’s election with respect to applicable withholding taxes, (xii) conditions relating to the length of time before disposition of Company common stock received in connection with an award is permitted, (xiii) notice provisions relating to the sale of the Company’s common stock acquired under the 2012 Plan, and (xiv) any additional requirements relating to awards that the Committee deems appropriate. The vesting, exercisability, payment and other terms or restrictions applicable to an award granted under the 2012 Plan will be determined by the Committee and set forth in a written award document approved by the Committee and delivered or made available to the participant as soon as practicable following the date of the award.

The 2012 Plan gives the Committee authority to grant awards that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.  However, there is no requirement in the 2012 Plan that awards actually qualify as performance-based compensation under Section 162(m). 

The foregoing description of the 2012 Plan does not purport to be complete and is qualified in its entirety by reference to the more detailed description of the 2012 Plan contained in, and the full text of the 2012 Plan which was included as Appendix A to, the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2012 in connection with the Company’s annual meeting, both of which are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 15, 2012.  A quorum of shareholders was present, consisting of a total of 18,378,314 shares.  Matters voted upon were (i) the election of ten director nominees to serve for one year terms expiring at the 2013 annual meeting of shareholders, (ii) approval, in an advisory (non-binding) vote, of the executive compensation disclosed in the proxy statement, (iii) frequency of the advisory (non-binding) vote on executive compensation, (iv) ratification of the appointment of Grant Thornton, LLP as the independent registered public accounting firm for the year 2012, and (v) approval of the StellarOne Corporation Stock and Incentive Compensation Plan.

The following table describes the voting results at the annual meeting.

	Shares		Shares
	Voted		Voted		Shares		Shares		Broker
Proposal or Name of Nominee	"For"		"Against"		Withheld		Abstained		Non-Votes
Proposal 1:  To elect ten director nominees to serve until the 2013 annual meeting of shareholders, or until their successors are elected and qualified
Glen C. Combs		14,167,645		-		601,699		-		3,608,970
Beverley E. Dalton		14,215,628		-		553,716		-		3,608,970
Gregory L. Fisher		14,277,186		-		492,158		-		3,608,970
Christopher M. Hallberg		14,317,970		-		451,374		-		3,608,970
Jan S. Hoover		14,287,793		-		481,551		-		3,608,970
Steven D. Irvin		14,219,080		-		550,264		-		3,608,970
Alan W. Myers		14,327,647		-		441,697		-		3,608,970
H. Wayne Parrish		14,210,967		-		558,377		-		3,608,970
Raymond D. Smoot, Jr.		14,204,863		-		564,481		-		3,608,970
Charles W. Steger		14,019,757		-		749,587		-		3,608,970
Proposal 2:  To approve, in an advisory (non-binding) basis, the Company’s named executive officers compensation		13,551,997		1,061,476		-		155,871		3,608,970
Proposal 3:  Frequency of the advisory (non-binding) vote on executive compensation
One year		12,607,081		-		-		299,428		3,608,970
Two years		339,007		-		-		299,428		3,608,970
Three years		1,523,828		-		-		299,428		3,608,970

Disclosure Regarding Frequency of Advisory Votes to Approve Executive Compensation

A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year.  In line with this recommendation by shareholders, the Company has determined that it will include an advisory shareholder vote to approve executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareholders votes to approve executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2018.

	Shares		Shares
	Voted		Voted		Shares		Shares		Broker
Proposal or Name of Nominee	"For"		"Against"		Withheld		Abstained		Non-Votes
Proposal 4:  Approval of the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the year 2012		18,008,671		234,903		-		134,740		-
Proposal 5:  Approval of the StellarOne Corporation Stock and Incentive Compensation Plan		13,558,971		1,052,272		-		158,101		3,608,970

Item 9.01            Financial Statements and Exhibits.

Exhibit 10.14:   StellarOne Corporation Stock and Incentive Compensation Plan (incorporated by reference to Appendix A to the Company’s proxy statement for the 2012 annual meeting of shareholders filed on March 30, 2012)  

Exhibit 10.15: Form of Time-Based Restricted Stock Agreement (Employee) under the StellarOne Corporation Stock and Incentive Compensation Plan

Exhibit 10.16: Form of Time-Based Restricted Stock Agreement (Non-Employee Director) under the StellarOne Corporation Stock and Incentive Compensation Plan

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 thereunto duly authorized.

	StellarOne Corporation
Date:  May 16, 2012	/s/ Jeffrey W. Farrar
	Jeffrey W. Farrar
	Executive Vice President and Chief Financial Officer

EX-10.15

Exhibit 10.15

STELLARONE CORPORATION

TIME-BASED RESTRICTED STOCK AGREEMENT

Granted <<GRANT DATE>>

This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into as of <<GRANT DATE>> pursuant to Section 8 of the StellarOne Corporation Stock and Incentive Compensation Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock (as defined in the Plan) to <<NAME>> (the “Participant”).

WHEREAS, StellarOne Corporation (the “Company”) maintains the Plan under which the Committee (as defined in the Plan) may, among other things, award shares of the Company’s common stock (the “Common Stock”) to such key employees of the Company and its Subsidiaries (as defined in the Plan) as the Committee may determine, subject to terms, conditions and restrictions as it may deem appropriate;

WHEREAS, pursuant to the Plan, the Committee has awarded to the Participant a restricted stock award conditioned upon the execution by the Company and the Participant of this Agreement setting forth all the terms and conditions applicable to such award;

NOW THEREFORE, in consideration of the benefits which the Company expects to be derived from the services rendered to it and its Subsidiaries by the Participant and of the covenants contained herein, the parties hereby agree as follows:

1. Award of Shares.  Under the terms of the Plan, the Committee has awarded to the Participant a restricted stock award as of <<GRANT DATE>>(“Award Date”), covering <<NUMBER>> shares of Common Stock (the “Award Shares”), subject to the terms, conditions and restrictions set forth in this Agreement.

2. Period of Restriction.

(a)   Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) as of the following vesting dates, provided he remains in employment with the Company or any of its Subsidiaries as of the applicable date:

(i) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 1 YEAR>>;

(ii) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 2 YEARS>>;

(iii) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 3 YEARS>>; and

(iv) The remaining unvested Award Shares shall become Vested on <<GRANT DATE + 4 YEARS>>;

(each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares).

(b)   Notwithstanding any other provision of this Agreement to the contrary:

(i) If the Participant’s employment with the Company and its Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction in (A) is 3/5).

(ii) If the Participant’s employment with the Company and its Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee at or after age 60 with at least ten (10) years of continuous service with the Company and its Subsidiaries since last date of hire, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above.

(iii) If the Participant’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate.

(iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Participant has remained in employment with the Company or any of its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested upon the “Change of Control.”

(c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Participant’s death or disability as provided in Section 2(b)(i) above.

(d) Except as contemplated in Section 2(a), 2(b) or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

3. Stock Certificates.  The stock certificate(s) for the Award Shares shall be registered on the Company’s stock transfer books in the name of the Participant in book entry or electronic form or in certificated form as determined by the Committee.  If issued in certificated form, physical possession of the stock certificate(s) shall be retained by the Company until such time as the Period of Restriction lapses.

Any Award Shares issued in book entry or electronic form shall be subject to the following legend, and any certificate(s) evidencing the Award Shares shall bear the following legend, during the Period of Restriction:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the StellarOne Corporation Stock and Incentive Compensation Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement dated <<GRANT DATE>>.  A copy of the Plan, such rules and procedures, and such Restricted Stock Agreement may be obtained from the Secretary of StellarOne Corporation.

4. Voting Rights.  During the Period of Restriction, the Participant may exercise full voting rights with respect to the Award Shares.

5. Dividends and Other Distributions.  During the Period of Restriction, the Participant shall be entitled to receive currently all dividends and other distributions paid with respect to the Award Shares (other than dividends or distributions which are paid in shares of Common Stock).  If, during the Period of Restriction, any such dividends or distributions are paid in shares of Common Stock with respect to the Award Shares, such shares shall be registered in the name of the Participant and, if issued in certificate form, deposited with the Company as provided in Section 3, and such shares shall be subject to the same restrictions on Vesting and transferability as the Award Shares with respect to which they were paid.

6. Forfeiture on Termination of Employment.  Except as provided in Section 2(b), the balance of any Award Shares which are not considered Vested by or at the Participant’s termination of employment with the Company and its Subsidiaries shall be forfeited.

7. Employment.  Nothing under the Plan or in this Agreement shall confer upon Participant any right to continue in the employ of the Company or its Subsidiaries or in any way affect the Company’s right to terminate Participant’s employment without prior notice at any time for any or no reason.

8. Withholding Taxes.  The Company shall have the right to retain and withhold the amount of taxes (at the statutorily required rates) required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares.  At its discretion, the Committee may require the Participant to reimburse the Company for any such taxes required to be withheld by the Company and to withhold any distribution in whole or in part until the Company is so reimbursed.  The Participant or any successor in interest is authorized to deliver shares of Common Stock in satisfaction of such withholding obligations, or to elect to have the Company retain and withhold shares of Common Stock having a market value on the date of delivery or withholding not less than the amount of such taxes and cancel any such shares so withheld in order to reimburse the Company for any such taxes.  In the event the Participant does not deliver or elect to have the Company retain and withhold shares of Common Stock as described in the preceding sentence, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes.

9. Administration.  The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement.  All such Committee determinations shall be final, conclusive and binding upon the Company and the Participant.

10. Notices.  Any notice to the Company required under or relating to this Agreement shall be in writing and addressed to:

StellarOne Corporation

590 Peter Jefferson Parkway

Suite 250

Charlottesville, Virginia 22911

Attn: Human Resources

Any notice to the Participant required under or relating to this Agreement shall be in writing and addressed to the Participant at his address as it appears on the records of the Company.

11. Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.

12. Successors.  This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.

13. Entire Agreement.  This Agreement contains the entire understanding of the parties and shall not be modified or amended except in writing signed by the parties or as otherwise provided in the Plan.

14. Severability.  The various provisions of this Agreement are severable in their entirety.  Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

15. Capitalized Terms.  Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

[16. Grants Satisfying Employment Agreement.  The Participant acknowledges and understands that this Agreement contain grants which in the aggregate satisfy the Company’s stock compensation commitment for [2012] contained in his employment agreement with the Company.]

To evidence its grant of the Award Shares and the terms, conditions and restrictions thereof, the Company has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless the Participant has accepted this Agreement within thirty (30) days after the Award Date (or such longer period as the Chairman of the Committee may accept) pursuant to such means as the Committee may permit.  If the Participant fails to timely accept this Agreement, the grant of the Award Shares shall be cancelled and forfeited ab initio.

STELLARONE CORPORATION

By:                                                                Date:Lisa H. Cannell

Lisa H. Cannell

Chief Human Capital Officer

PARTICIPANT:

Date:

<<NAME>>

EX-10.16

Exhibit 10.16

STELLARONE CORPORATION

TIME-BASED RESTRICTED STOCK AGREEMENT

Granted <<GRANT DATE>>

This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into as of <<GRANT DATE>> pursuant to Section 8 of the StellarOne Corporation Stock and Incentive Compensation Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock (as defined in the Plan) to <<NAME>> (the “Participant”).

WHEREAS, StellarOne Corporation (the “Company”) maintains the Plan under which the Committee (as defined in the Plan) may, among other things, award shares of the Company’s common stock (the “Common Stock”) to such members of the Board of Directors of the Company and its Subsidiaries (as defined in the Plan) as the Committee may determine, subject to terms, conditions and restrictions as it may deem appropriate;

WHEREAS, pursuant to the Plan, the Committee has awarded to the Participant a restricted stock award conditioned upon the execution by the Company and the Participant of this Agreement setting forth all the terms and conditions applicable to such award;

NOW THEREFORE, in consideration of the benefits which the Company expects to be derived from the services rendered to it and its Subsidiaries by the Participant and of the covenants contained herein, the parties hereby agree as follows:

1. Award of Shares.  Under the terms of the Plan, the Committee has awarded to the Participant a restricted stock award as of <<GRANT DATE>>(“Award Date”), covering <<NUMBER>> shares of Common Stock (the “Award Shares”), subject to the terms, conditions and restrictions set forth in this Agreement.

2. Period of Restriction.

(a)   Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) as of the following vesting dates, provided he remains in continuous service as a member of the Board of Directors of the Company or any of its Subsidiaries as of the applicable date:

(i) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 1 YEAR>>;

(ii) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 2 YEARS>>;

(iii) 25% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<GRANT DATE + 3 YEARS>>; and

(iv) The remaining unvested Award Shares shall become Vested on <<GRANT DATE + 4 YEARS>>;

(each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares).

(b)   Notwithstanding any other provision of this Agreement to the contrary:

(i) If the Participant’s service as a member of the Board of Directors of the Company and its Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of service shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of service over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction in (A) is 3/5).

(ii) If the Participant’s service as a member of the Board of Directors of the Company and its Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee, any remaining unvested Award Shares at the date of such termination of service shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of service over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above.

(iii) If the Participant’s service as a member of the Board of Directors of the Company and its Subsidiaries is involuntarily terminated by the Company and its Subsidiaries (or their respective shareholders) during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate.

(iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Participant has remained in continuous service as a member of the Board of Directors of the Company or any of its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested upon the “Change of Control.”

(c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Participant’s death or disability as provided in Section 2(b)(i) above.

(d) Except as contemplated in Section 2(a), 2(b) or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

3. Stock Certificates.  The stock certificate(s) for the Award Shares shall be registered on the Company’s stock transfer books in the name of the Participant in book entry or electronic form or in certificated form as determined by the Committee.  If issued in certificated form, physical possession of the stock certificate(s) shall be retained by the Company until such time as the Period of Restriction lapses.

Any Award Shares issued in book entry or electronic form shall be subject to the following legend, and any certificate(s) evidencing the Award Shares shall bear the following legend, during the Period of Restriction:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the StellarOne Corporation Stock and Incentive Compensation Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement dated <<GRANT DATE>>.  A copy of the Plan, such rules and procedures, and such Restricted Stock Agreement may be obtained from the Secretary of StellarOne Corporation.

4. Voting Rights.  During the Period of Restriction, the Participant may exercise full voting rights with respect to the Award Shares.

5. Dividends and Other Distributions.  During the Period of Restriction, the Participant shall be entitled to receive currently all dividends and other distributions paid with respect to the Award Shares (other than dividends or distributions which are paid in shares of Common Stock).  If, during the Period of Restriction, any such dividends or distributions are paid in shares of Common Stock with respect to the Award Shares, such shares shall be registered in the name of the Participant and, if issued in certificate form, deposited with the Company as provided in Section 3, and such shares shall be subject to the same restrictions on Vesting and transferability as the Award Shares with respect to which they were paid.

6. Forfeiture on Termination of Service.  Except as provided in Section 2(b), the balance of any Award Shares which are not considered Vested by or at the Participant’s termination of service as a member of the Board of Directors of the Company and its Subsidiaries shall be forfeited.

7. Withholding Taxes.  The Company shall have the right to retain and withhold the amount of taxes (at the statutorily required rates) required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares.  At its discretion, the Committee may require the Participant to reimburse the Company for any such taxes required to be withheld by the Company and to withhold any distribution in whole or in part until the Company is so reimbursed.  The Participant or any successor in interest is authorized to deliver shares of Common Stock in satisfaction of such withholding obligations, or to elect to have the Company retain and withhold shares of Common Stock having a market value on the date of delivery or withholding not less than the amount of such taxes and cancel any such shares so withheld in order to reimburse the Company for any such taxes.  In the event the Participant does not deliver or elect to  have the Company retain and withhold shares of Common Stock as described in the preceding sentence, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes.

8. Administration.  The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement.  All such Committee determinations shall be final, conclusive and binding upon the Company and the Participant.

9. Notices.  Any notice to the Company required under or relating to this Agreement shall be in writing and addressed to:

StellarOne Corporation

590 Peter Jefferson Parkway

Suite 250

Charlottesville, Virginia 22911

Attn: Human Resources

Any notice to the Participant required under or relating to this Agreement shall be in writing and addressed to the Participant at his address as it appears on the records of the Company.

10. Governing Law.  This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.

11. Successors.  This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.

12. Entire Agreement.  This Agreement contains the entire understanding of the parties and shall not be modified or amended except in writing signed by the parties or as otherwise provided in the Plan.

13. Severability.  The various provisions of this Agreement are severable in their entirety.  Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

14. Capitalized Terms.  Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

To evidence its grant of the Award Shares and the terms, conditions and restrictions thereof, the Company has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless the Participant has accepted this Agreement within thirty (30) days after the Award Date (or such longer period as the Chairman of the Committee may accept) pursuant to such means as the Committee may permit.  If the Participant fails to timely accept this Agreement, the grant of the Award Shares shall be cancelled and forfeited ab initio.

STELLARONE CORPORATION

By:                                                                Date:Lisa H. Cannell

Lisa H. Cannell

Chief Human Capital Officer

PARTICIPANT:

Date:

<<NAME>>