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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 000-22283



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Virginia Financial Group, Inc.

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Virginia                                                      |  | 54-1829288                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|102 South Main Street, Culpeper, Virginia                     |  | 22701                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

(Registrants telephone number, including area code) 540-829-1633



(Former name, former address and former fiscal year, if changed since last
report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b  2 of the Exchange
Act).    Yes ̈No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated filer  x    Non-accelerated filer ̈

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes ̈No ̈

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate
the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 10,792,209 shares of Common Stock, par value $1.00 per share, were outstanding as of May 1, 2007.



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##### Table of Contents

VIRGINIA FINANCIAL GROUP, INC.

INDEX





|                               |  |                                                                                       |  |         
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | --------
|                               |  |                                                                                       |  | Page No.
|PART I - FINANCIAL INFORMATION |  |                                                                                      
|                               |  |                                                                                      
|ITEM 1                         |  | Consolidated Financial Statements:                                                    |  |         
|                               |  |                                                                                      
|                               |  | Consolidated Balance Sheets                                                           |  | 3       
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Income                                                     |  | 4       
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Changes in Stockholders Equity                            |  | 5       
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Cash Flows                                                 |  | 6-7     
|                               |  |                                                                                      
|                               |  | Notes to Consolidated Financial Statements                                            |  | 8-15    
|                               |  |                                                                                      
|ITEM 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16-25   
|                               |  |                                                                                      
|ITEM 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 25      
|                               |  |                                                                                      
|ITEM 4                         |  | Controls and Procedures                                                               |  | 25      
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                      
|                               |  |                                                                                      
|ITEM 1                         |  | Legal Proceedings                                                                     |  | 26      
|                               |  |                                                                                      
|ITEM 1a                        |  | Risk Factors                                                                          |  | 26      
|                               |  |                                                                                      
|ITEM 2                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 26      
|                               |  |                                                                                      
|ITEM 3                         |  | Defaults Upon Senior Securities                                                       |  | 26      
|                               |  |                                                                                      
|ITEM 4                         |  | Submission of Matters to a Vote of Security Holders                                   |  | 26      
|                               |  |                                                                                      
|ITEM 5                         |  | Other Information                                                                     |  | 27      
|                               |  |                                                                                      
|ITEM 6                         |  | Exhibits                                                                              |  | 27-31   



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|ITEM 1. | Financial statements
|------- | --------------------

VIRGINIA FINANCIAL GROUP,
INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                                          |  | MARCH 31, 2007 |           |   | DECEMBER 31, 2006 |  
|                                                                                                                                                          |  |               
|                                                                                                                                                          |  | (unaudited)    |           |   |                   |  
|ASSETS                                                                                                                                                    |  |                |           |   |                   |   |           |  
|Cash and due from banks                                                                                                                                   |  | $              | 36,190    |   |                   | $ | 48,747    |  
|Federal funds sold                                                                                                                                        |  |                | 226       |   |                   |   | 8,590     |  
|Interest-bearing deposits in banks                                                                                                                        |  |                | 333       |   |                   |   | 298       |  
|Investment securities (market value: 2007, $259,906; 2006, $264,152)                                                                                      |  |                | 259,909   |   |                   |   | 264,141   |  
|Mortgage loans held for sale                                                                                                                              |  |                | 6,875     |   |                   |   | 7,640     |  
|Loans receivable, net of allowance for loan losses, 2007, $14,501; 2006, $14,500                                                                          |  |                | 1,203,434 |   |                   |   | 1,203,132 |  
|Premises and equipment, net                                                                                                                               |  |                | 37,274    |   |                   |   | 35,853    |  
|Accrued interest receivable                                                                                                                               |  |                | 7,812     |   |                   |   | 8,197     |  
|Deferred income tax asset                                                                                                                                 |  |                | 5,198     |   |                   |   | 5,446     |  
|Core deposit intangibles, net                                                                                                                             |  |                | 3,707     |   |                   |   | 3,871     |  
|Goodwill                                                                                                                                                  |  |                | 13,896    |   |                   |   | 13,896    |  
|Bank owned life insurance                                                                                                                                 |  |                | 10,350    |   |                   |   | 10,231    |  
|Other assets                                                                                                                                              |  |                | 15,949    |   |                   |   | 15,947    |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|Total assets                                                                                                                                              |  | $              | 1,601,153 |   |                   | $ | 1,625,989 |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|LIABILITIES                                                                                                                                               |  |                |           |   |                   |   |           |  
|Deposits:                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Noninterest-bearing                                                                                                                                       |  | $              | 240,649   |   |                   | $ | 239,672   |  
|Interest-bearing                                                                                                                                          |  |                | 1,037,106 |   |                   |   | 1,078,609 |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|Total deposits                                                                                                                                            |  |                | 1,277,755 |   |                   |   | 1,318,281 |  
|Federal funds purchased and securities sold under agreements to repurchase                                                                                |  |                | 18,000    |   |                   |   |          |  
|Federal Home Loan Bank advances                                                                                                                           |  |                | 55,000    |   |                   |   | 65,000    |  
|Subordinated debt                                                                                                                                         |  |                | 20,619    |   |                   |   | 20,619    |  
|Commercial paper                                                                                                                                          |  |                | 63,788    |   |                   |   | 58,632    |  
|Other borrowings                                                                                                                                          |  |                | 493       |   |                   |   | 561       |  
|Accrued interest payable                                                                                                                                  |  |                | 4,188     |   |                   |   | 4,274     |  
|Other liabilities                                                                                                                                         |  |                | 7,927     |   |                   |   | 7,970     |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|Total liabilities                                                                                                                                         |  |                | 1,447,770 |   |                   |   | 1,475,337 |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|STOCKHOLDERS EQUITY                                                                                                                                      |  |                |           |   |                   |   |           |  
|Preferred stock; no par value; 5,000,000 shares authorized; no shares issued and outstanding;                                                             |  |                |          |   |                   |   |          |  
|Common stock, $1 par value; 25,000,000 shares authorized; 2007: 10,791,669 shares issued and outstanding; 2006: 10,784,303 shares issued and
outstanding; |  |                | 10,792    |   |                   |   | 10,784    |  
|Additional paid-in capital                                                                                                                                |  |                | 34,061    |   |                   |   | 33,970    |  
|Retained earnings                                                                                                                                         |  |                | 109,216   |   |                   |   | 106,924   |  
|Accumulated other comprehensive loss, net                                                                                                                 |  |                | (686      | ) |                   |   | (1,026    | )
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|Total stockholders equity                                                                                                                                |  |                | 153,383   |   |                   |   | 150,652   |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  
|Total liabilities and stockholders equity                                                                                                                |  | $              | 1,601,153 |   |                   | $ | 1,625,989 |  
|                                                                                                                                                          |  |                |           |   |                   |   |           |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)



|                                                                           |  |                             |        |             |   |        |  
|-------------------------------------------------------------------------- |  | --------------------------- | ------ | ----------- | - | ------ | -
|                                                                           |  | THREE MONTHSENDED MARCH 31, |       
|                                                                           |  | 2007                        |        | 2006        |  
|                                                                           |  | (unaudited)                 |        | (unaudited) |  
|Interest Income                                                            |  |                             |        |             |   |        |  
|Loans, including fees                                                      |  | $                           | 21,985 |             | $ | 19,433 |  
|Federal funds sold and deposits in other banks                             |  |                             | 59     |             |   | 311    |  
|Investment securities:                                                     |  |                             |        |             |   |        |  
|Taxable                                                                    |  |                             | 1,834  |             |   | 1,499  |  
|Tax exempt                                                                 |  |                             | 943    |             |   | 815    |  
|Dividends                                                                  |  |                             | 126    |             |   | 115    |  
|                                                                           |  |                             |        |             |   |        |  
|Total interest income                                                      |  |                             | 24,947 |             |   | 22,173 |  
|                                                                           |  |                             |        |             |   |        |  
|Interest Expense                                                           |  |                             |        |             |   |        |  
|Deposits                                                                   |  |                             | 8,531  |             |   | 5,960  |  
|Federal funds purchased and securities sold under agreements to repurchase |  |                             | 108    |             |   | 86     |  
|Federal Home Loan Bank advances                                            |  |                             | 777    |             |   | 582    |  
|Subordinated debt                                                          |  |                             | 417    |             |   | 374    |  
|Commercial paper                                                           |  |                             | 754    |             |   | 302    |  
|Other borrowings                                                           |  |                             | 5      |             |   | 4      |  
|                                                                           |  |                             |        |             |   |        |  
|Total interest expense                                                     |  |                             | 10,592 |             |   | 7,308  |  
|                                                                           |  |                             |        |             |   |        |  
|Net interest income                                                        |  |                             | 14,355 |             |   | 14,865 |  
|Provision for loan losses                                                  |  |                             | 165    |             |   | 510    |  
|                                                                           |  |                             |        |             |   |        |  
|Net interest income after provision for loan losses                        |  |                             | 14,190 |             |   | 14,355 |  
|                                                                           |  |                            
|Noninterest Income                                                         |  |                             |        |             |   |        |  
|Retail banking fees                                                        |  |                             | 1,743  |             |   | 1,607  |  
|Commissions and fees from fiduciary activities                             |  |                             | 828    |             |   | 811    |  
|Brokerage fee income                                                       |  |                             | 256    |             |   | 227    |  
|Losses on sale of securities available for sale                            |  |                             |       |             |   | (181   | )
|Mortgage banking-related fees                                              |  |                             | 599    |             |   | 633    |  
|Income from bank owned life insurance                                      |  |                             | 119    |             |   |       |  
|Other operating income                                                     |  |                             | 283    |             |   | 166    |  
|                                                                           |  |                             |        |             |   |        |  
|Total noninterest income                                                   |  |                             | 3,828  |             |   | 3,263  |  
|                                                                           |  |                             |        |             |   |        |  
|Noninterest Expense                                                        |  |                             |        |             |   |        |  
|Compensation and employee benefits                                         |  |                             | 6,819  |             |   | 6,601  |  
|Net occupancy                                                              |  |                             | 874    |             |   | 766    |  
|Supplies and equipment                                                     |  |                             | 1,121  |             |   | 977    |  
|Amortization-intangible assets                                             |  |                             | 164    |             |   | 100    |  
|Marketing                                                                  |  |                             | 249    |             |   | 125    |  
|State franchise taxes                                                      |  |                             | 244    |             |   | 248    |  
|Data processing                                                            |  |                             | 468    |             |   | 383    |  
|Professional fees                                                          |  |                             | 150    |             |   | 130    |  
|Telecommunications                                                         |  |                             | 238    |             |   | 274    |  
|Other operating expenses                                                   |  |                             | 1,960  |             |   | 1,579  |  
|                                                                           |  |                             |        |             |   |        |  
|Total noninterest expense                                                  |  |                             | 12,287 |             |   | 11,183 |  
|                                                                           |  |                             |        |             |   |        |  
|Income before income taxes                                                 |  |                             | 5,731  |             |   | 6,435  |  
|Income tax expense                                                         |  |                             | 1,713  |             |   | 1,971  |  
|                                                                           |  |                             |        |             |   |        |  
|Net income                                                                 |  | $                           | 4,018  |             | $ | 4,464  |  
|                                                                           |  |                             |        |             |   |        |  
|Earnings per share, basic                                                  |  | $                           | 0.37   |             | $ | 0.41   |  
|                                                                           |  |                             |        |             |   |        |  
|Earnings per share, diluted                                                |  | $                           | 0.37   |             | $ | 0.41   |  
|                                                                           |  |                             |        |             |   |        |  

The accompanying notes are an integral part of these consolidated financial statements.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND
2006

(In thousands, except per share data)

(unaudited)



|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|----------------------------------------------------------------------- |  | ----------- | ------ | ------------------------ | - | ---------------- |  | - | --------------------------------- | - |  | ------------------- | ------ | ----- |  | - | ----- |  | - | ------- | -
|                                                                        |  | CommonStock |        | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | AccumulatedOtherComprehensiveLoss |   |  | ComprehensiveIncome |        | Total | 
|Balance, January 1, 2006                                                |  | $           | 10,759 |                          | $ | 33,298           |  | $ | 94,061                            |   |  | $                   | (2,013 | )     |  |   |       |  | $ | 136,105 |  
|Comprehensive income:                                                   |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Net income                                                              |  |             |       |                          |   |                 |  |   | 4,464                             |   |  |                     |       |       |  | $ | 4,464 |  |   | 4,464   |  
|Other comprehensive income, net of tax:                                 |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Unrealized holding gains arising during the period (net of tax of $54)  |  |             |       |                          |   |                 |  |   |                                  |   |  |                     |       |       |  |   | 101   |  |   |        |  
|Reclassification adjustment (net of tax of $63)                         |  |             |       |                          |   |                 |  |   |                                  |   |  |                     |       |       |  |   | 118   |  |   |        |  
|Other comprehensive income                                              |  |             |       |                          |   |                 |  |   |                                  |   |  |                     | 219    |       |  |   | 219   |  |   | 219     |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Total comprehensive income                                              |  |             |       |                          |   |                 |  |   |                                  |   |  |                     |       |       |  | $ | 4,683 |  |   |        |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Cash dividends ($.15 per share)                                         |  |             |       |                          |   |                 |  |   | (1,584                            | ) |  |                     |       |       |  |   |       |  |   | (1,584  | )
|Stock-based compensation expense (7,695 shares)                         |  |             | 7      |                          |   | 41               |  |   |                                  |   |  |                     |       |       |  |   |       |  |   | 48      |  
|Exercise of stock options (1,650 shares)                                |  |             | 2      |                          |   | 33               |  |   |                                  |   |  |                     |       |       |  |   |       |  |   | 35      |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Balance, March 31, 2006                                                 |  | $           | 10,768 |                          | $ | 33,372           |  | $ | 96,941                            |   |  | $                   | (1,794 | )     |  |   |       |  | $ | 139,287 |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|                                                                        |  |             |        |                          |   |                 
|Balance, January 1, 2007                                                |  | $           | 10,784 |                          | $ | 33,970           |  | $ | 106,924                           |   |  | $                   | (1,026 | )     |  |   |       |  | $ | 150,652 |  
|Comprehensive income:                                                   |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Net income                                                              |  |             |       |                          |   |                 |  |   | 4,018                             |   |  |                     |       |       |  | $ | 4,018 |  |   | 4,018   |  
|Other comprehensive income, net of tax:                                 |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Unrealized holding gains arising during the period (net of tax of $183) |  |             |       |                          |   |                 |  |   |                                  |   |  |                     | 340    |       |  |   | 340   |  |   | 340     |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Total comprehensive income                                              |  |             |       |                          |   |                 |  |   |                                  |   |  |                     |       |       |  | $ | 4,358 |  |   |        |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Cash dividends ($.16 per share)                                         |  |             |       |                          |   |                 |  |   | (1,726                            | ) |  |                     |       |       |  |   |       |  |   | (1,726  | )
|Stock-based compensation expense (6,466 shares)                         |  |             | 7      |                          |   | 83               |  |   |                                  |   |  |                     |       |       |  |   |       |  |   | 90      |  
|Exercise of stock options (900 shares)                                  |  |             | 1      |                          |   | 8                |  |   |                                  |   |  |                     |       |       |  |   |       |  |   | 9       |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  
|Balance, March 31, 2007                                                 |  | $           | 10,792 |                          | $ | 34,061           |  | $ | 109,216                           |   |  | $                   | (686   | )     |  |   |       |  | $ | 153,383 |  
|                                                                        |  |             |        |                          |   |                  |  |   |                                   |   |  |                     |        |       |  |   |       |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                  |  |                             |         |   |             |   |         |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ----------- | - | ------- | -
|                                                                                  |  | THREE MONTHSENDED MARCH 31, |        
|                                                                                  | 
|                                                                                  |  | 2007                        |         |   | 2006        |  
|                                                                                  |  | (unaudited)                 |         |   | (unaudited) |  
|Cash Flows from Operating Activities                                              |  |                             |         |   |             |   |         |  
|Net income                                                                        |  | $                           | 4,018   |   |             | $ | 4,464   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         |   |             |   |         |  
|Depreciation                                                                      |  |                             | 754     |   |             |   | 700     |  
|Amortization of intangible assets                                                 |  |                             | 164     |   |             |   | 100     |  
|Provision for loan losses                                                         |  |                             | 165     |   |             |   | 510     |  
|Deferred tax expense (benefit)                                                    |  |                             | 65      |   |             |   | (90     | )
|Employee benefit plan expense                                                     |  |                             | 70      |   |             |   | 54      |  
|Stock-based compensation expense                                                  |  |                             | 90      |   |             |   | 48      |  
|Gain on sale of premises and equipment                                            |  |                             | (4      | ) |             |   |        |  
|Loss on sale of securities available for sale                                     |  |                             |        |   |             |   | 181     |  
|Gain on sale of mortgage loans                                                    |  |                             | (599    | ) |             |   | (633    | )
|Proceeds from sale of mortgage loans                                              |  |                             | 22,699  |   |             |   | 29,956  |  
|Origination of mortgage loans for sale                                            |  |                             | (21,335 | ) |             |   | (27,895 | )
|Amortization of securities premiums and accretion of discounts, net               |  |                             | (10     | ) |             |   | 196     |  
|Income on bank owned life insurance                                               |  |                             | (119    | ) |             |   |        |  
|Changes in assets and liabilities:                                                |  |                             |         |   |             |   |         |  
|Decrease in accrued interest receivable                                           |  |                             | 385     |   |             |   | 98      |  
|Decrease (increase) in other assets                                               |  |                             | 384     |   |             |   | (193    | )
|(Decrease) increase in accrued interest payable                                   |  |                             | (86     | ) |             |   | 368     |  
|Decrease in other liabilities                                                     |  |                             | (139    | ) |             |   | (166    | )
|                                                                                  |  |                             |         |   |             |   |         |  
|Net cash provided by operating activities                                         |  | $                           | 6,502   |   |             | $ | 7,698   |  
|                                                                                  |  |                             |         |   |             |   |         |  
|Cash Flows from Investing Activities                                              |  |                             |         |   |             |   |         |  
|Proceeds from maturities and principal payments of securities available for sale  |  | $                           | 21,147  |   |             | $ | 26,779  |  
|Proceeds from sales and calls of securities available for sale                    |  |                             | 195     |   |             |   | 21,256  |  
|Purchase of securities available for sale                                         |  |                             | (16,937 | ) |             |   | (32,207 | )
|Net increase in loans                                                             |  |                             | (467    | ) |             |   | (46,358 | )
|Proceeds from sale of premises and equipment                                      |  |                             | 10      |   |             |   | 1,549   |  
|Purchase of premises and equipment                                                |  |                             | (2,181  | ) |             |   | (3,314  | )
|Proceeds from sale of foreclosed assets                                           |  |                             |        |   |             |   | 34      |  
|                                                                                  |  |                             |         |   |             |   |         |  
|Net cash provided (used) in investing activities                                  |  | $                           | 1,767   |   |             | $ | (32,261 | )
|                                                                                  |  |                             |         |   |             |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                                      |  |                             |         |   |             |   |         |  
|----------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ----------- | - | ------- | -
|                                                                                                      |  | THREE MONTHSENDED MARCH 31, |        
|                                                                                                      | 
|                                                                                                      |  | 2007                        |         |   | 2006        |  
|                                                                                                      |  | (unaudited)                 |         |   | (unaudited) |  
|Cash Flows from Financing Activities                                                                  |  |                             |         |   |             |   |         |  
|Net decrease in demand, money market and savings deposits                                             |  | $                           | (45,404 | ) |             | $ | (27,850 | )
|Net increase in certificates of deposit                                                               |  |                             | 4,878   |   |             |   | 45,393  |  
|Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase |  |                             | 18,000  |   |             |   | (12,095 | )
|Proceeds from Federal Home Loan Bank advances                                                         |  |                             | 5,000   |   |             |   | 30,000  |  
|Principal payments on Federal Home Loan Bank advances                                                 |  |                             | (15,000 | ) |             |   | (10,000 | )
|Net increase in commercial paper                                                                      |  |                             | 5,156   |   |             |   | 17,890  |  
|Net decrease in other borrowings                                                                      |  |                             | (68     | ) |             |   | (840    | )
|Proceeds from exercise of stock options                                                               |  |                             | 9       |   |             |   | 35      |  
|Cash dividends paid                                                                                   |  |                             | (1,726  | ) |             |   | (1,584  | )
|                                                                                                      |  |                             |         |   |             |   |         |  
|Net cash (used) provided by financing activities                                                      |  | $                           | (29,155 | ) |             | $ | 40,949  |  
|                                                                                                      |  |                             |         |   |             |   |         |  
|(Decrease) increase in cash and cash equivalents                                                      |  | $                           | (20,886 | ) |             | $ | 16,386  |  
|Cash and Cash Equivalents                                                                             |  |                             |         |   |             |   |         |  
|Beginning                                                                                             |  |                             | 57,635  |   |             |   | 48,016  |  
|                                                                                                      |  |                             |         |   |             |   |         |  
|Ending                                                                                                |  | $                           | 36,749  |   |             | $ | 64,402  |  
|                                                                                                      |  |                             |         |   |             |   |         |  
|Supplemental Schedule of Noncash Investing Activities                                                 |  |                             |         |   |             |   |         |  
|Foreclosed assets acquired in settlement of loans                                                     |  | $                           |        |   |             | $ | 38      |  
|                                                                                                      |  |                             |         |   |             |   |         |  
|Unrealized gain on securities available for sale                                                      |  | $                           | 523     |   |             | $ | 336     |  
|                                                                                                      |  |                             |         |   |             |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. | Virginia Financial Group, Inc. (the Company or VFG) is a Virginia multi-bank holding company headquartered in Culpeper, Virginia. The Company owns Second
Bank & Trust (Fredericksburg, Virginia); Planters Bank & Trust Company of Virginia (Staunton, Virginia) and its subsidiary, Planters Insurance Agency, Inc.; Virginia Commonwealth Trust Company (Culpeper), and VFG Limited Liability
Trust. VFG combined Virginia Heartland Bank into its Second Bank & Trust affiliate on February 16, 2007. The consolidated statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany
accounts have been eliminated. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of
March 31, 2007 and December 31, 2006, the results of operations for the three months ended March 31, 2007 and 2006, and cash flows for the three months ended March 31, 2007 and 2006. The statements should be read in conjunction
with the Notes to Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | The results of operations for the three month period ended March 31, 2007 and 2006 are not necessarily indicative of the results to be expected for the full year. Certain
reclassifications have been made to prior period balances to conform to the current presentation.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | The Companys loan portfolio is composed of the following (In thousands):
|-- | -------------------------------------------------------------------------



|                                             |  |                |           |   |                   |   |           |  
|-------------------------------------------- |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                             |  | March 31, 2007 |           |   | December 31, 2006 |  
|                                             |  |               
|                                             |  | (unaudited)    |           |   |                   |  
|Real estate loans:                           |  |                |           |   |                   |   |           |  
|Construction and land development            |  | $              | 225,350   |   |                   | $ | 209,583   |  
|Secured by 1-4 family residential            |  |                | 313,012   |   |                   |   | 306,423   |  
|Commercial and multifamily                   |  |                | 528,702   |   |                   |   | 550,081   |  
|Commercial, financial and agricultural loans |  |                | 112,455   |   |                   |   | 110,939   |  
|Consumer loans                               |  |                | 31,176    |   |                   |   | 33,030    |  
|All other loans                              |  |                | 6,305     |   |                   |   | 6,762     |  
|                                             |  |                |           |   |                   |   |           |  
|Total loans                                  |  | $              | 1,217,000 |   |                   | $ | 1,216,818 |  
|Deferred loan costs                          |  |                | 935       |   |                   |   | 814       |  
|Allowance for loan losses                    |  |                | (14,501   | ) |                   |   | (14,500   | )
|                                             |  |                |           |   |                   |   |           |  
|Net loans                                    |  | $              | 1,203,434 |   |                   | $ | 1,203,132 |  
|                                             |  |                |           |   |                   |   |           |  



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|4. | Activity in the allowance for loan losses is as follows (In thousands):
|-- | -----------------------------------------------------------------------



|                             |  |                |        |   |                   |   |        |                |  |   |        |  
|---------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -------------- |  | - | ------ | -
|                             |  | March 31, 2007 |        |   | December 31, 2006 |   |        | March 31, 2006 | 
|                             |  |                |       
|                             |  | (unaudited)    |        |   |                   |   |        | (unaudited)    | 
|Balance, beginning           |  | $              | 14,500 |   |                   | $ | 13,581 |                |  | $ | 13,581 |  
|Provisions for loan losses   |  |                | 165    |   |                   |   | 750    |                |  |   | 510    |  
|Loans charged off            |  |                | (211   | ) |                   |   | (402   | )              |  |   | (173   | )
|Recoveries                   |  |                | 47     |   |                   |   | 571    |                |  |   | 23     |  
|                             |  |                |        |   |                   |   |        |                |  |   |        |  
|Net recoveries (charge-offs) |  |                | (164   | ) |                   |   | 169    |                |  |   | (150   | )
|                             |  |                |        |   |                   |   |        |                |  |   |        |  
|Balance, ending              |  | $              | 14,501 |   |                   | $ | 14,500 |                |  | $ | 13,941 |  
|                             |  |                |        |   |                   |   |        |                |  |   |        |  

Information about impaired loans as of the periods indicated is as follows (In thousands):



|                                                                                 |  |                |       |                   |   |      
|-------------------------------------------------------------------------------- |  | -------------- | ----- | ----------------- | - | -----
|                                                                                 |  | March 31, 2007 |       | December 31, 2006
|                                                                                 |  |               
|                                                                                 |  | (unaudited)    |       |                  
|Impaired loans for which an allowance has been provided                          |  | $              | 1,154 |                   | $ | 2,950
|Impaired loans for which an allowance has not been provided                      |  |                | 6,758 |                   |   | 6,098
|                                                                                 |  |                |       |                   |   |      
|Total impaired loans                                                             |  |                | 7,912 |                   |   | 9,048
|                                                                                 |  |                |       |                   |   |      
|Allowance provided for impaired loans, included in the allowance for loan losses |  | $              | 150   |                   | $ | 750  
|                                                                                 |  |                |       |                   |   |      



|5. | Commercial Paper and Other Borrowings:
|-- | --------------------------------------

In 2005 the
Company initiated a commercial paper program whereby customers of the affiliate banks can invest in unrated commercial paper of VFG. Terms include a daily maturity and floating rate of interest. The balance outstanding was $63.8 million and $58.6
million at March 31, 2007 and December 31, 2006, respectively.

Securities sold under agreements to repurchase, which are
classified as secured borrowings, generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction.

The Company has an unused line of credit agreement with a correspondent bank for general working capital needs. The $15 million line is unsecured, calls
for variable interest payments and is payable on demand. There were no balances outstanding at March 31, 2007 and December 31, 2006, respectively.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



One of the Companys affiliates has an agreement with the Federal Reserve where it can borrow
funds deposited by its customers. This agreement calls for variable interest and is payable on demand. U. S. Government securities are pledged as collateral. The targeted threshold maximum amount available under this agreement is $6.0 million.

The following table shows certain information regarding the Companys commercial paper (In thousands):



|                                                   |  |                             |        |   |             |   |        |  
|-------------------------------------------------- |  | --------------------------- | ------ | - | ----------- | - | ------ | -
|                                                   |  | Three Months EndedMarch 31, |       
|                                                   |  | 2007                        |        |   | 2006        |  
|                                                   |  | (unaudited)                 |        |   | (unaudited) |  
|End of period balance                              |  | $                           | 63,788 |   |             | $ | 42,372 |  
|Average balance                                    |  |                             | 63,805 |   |             |   | 30,602 |  
|Weighted average rate                              |  |                             | 4.67   | % |             |   | 3.63   | %
|Maximum balance of any month-end during the period |  |                             | 66,134 |   |             |   | 42,372 |  



|6. | Earnings Per Share:
|-- | -------------------

The following shows the weighted
average number of shares used in computing earnings per share and the effect on weighted average number of shares of diluted potential common stock for the three month periods ended March 31, 2007 and 2006. Potential dilutive stock had no
effect on income available to common stockholders.



|                               |  |                       |  |                |     |                       |            |                |   |    
|------------------------------ |  | --------------------- |  | -------------- | --- | --------------------- | ---------- | -------------- | - | ---
|                               |  | 2007                  |  | 2006          
|                               |  | (unaudited)           |  | (unaudited)   
|                               |  | WeightedAverageShares |  | PerShareAmount |     | WeightedAverageShares |            | PerShareAmount
|Basic earnings per share       |  | 10,789,966            |  | $              | .37 |                       | 10,765,223 |                | $ | .41
|Effect of dilutive securities: |  |                       |  |                |     |                       |            |                |   |    
|Restricted stock               |  | 3,953                 |  |                |    |                       | 28,455     |                |   |   
|Stock options                  |  | 27,036                |  |                |    |                       | 52,471     |                |   |   
|                               |  |                       |  |                |     |                       |            |                |   |    
|Diluted earnings per share     |  | 10,820,955            |  | $              | .37 |                       | 10,846,149 |                | $ | .41
|                               |  |                       |  |                |     |                       |            |                |   |    

In 2007 and 2006, stock options representing 151,071 and 59,151 shares, respectively, were not
included in the calculation of earnings per share as their effect would have been anti-dilutive.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|7. | Stock-Based Compensation:
|-- | -------------------------

Effective January 1, 2006,
the Company has adopted FASB Statement No. 123 (R), Share-Based Payment. Statement 123 (R) requires that compensation cost relating to share-based payment transactions be recognized in financial statements. The cost is measured
based on the fair value of the equity or liability instruments issued.

SFAS 123R also requires that new awards to employees eligible for
retirement prior to the award becoming fully vested be recognized as compensation cost over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. The Company
had no such awards granted during the three month period.

Included within compensation and employee benefits expense for the three month
period ended March 31, 2007 and 2006 is $90 thousand and $48 thousand of stock-based compensation, respectively.

Stock option
compensation expense is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for each separately vesting portion of the award. Depending on the specific characteristics of the related
options, fair value was estimated using either the Lattice or the Black-Scholes option pricing model with the following assumptions: option term until exercise of approximately 5.13 years, volatility ranging from 22.6%, to 27.7%, risk-free interest
rate of 4.78% and an expected dividend yield of 2.4%.

The following table summarizes nonvested restricted shares outstanding as of
March 31, 2007 and the related activity during the period:



|                             |  |                 |  |                                      |       |                                      |   |    
|---------------------------- |  | --------------- |  | ------------------------------------ | ----- | ------------------------------------ | - | ---
|Nonvested Shares             |  | Number ofShares |  | Weighted-AverageGrant-DateFair Value |       | (In thousands) Total Intrinsic Value
|Nonvested at January 1, 2007 |  | 30,058          |  | $                                    | 24.03 |                                      | $ | 841
|Granted                      |  | 10,917          |  |                                      | 26.49 |                                      |   |   
|Vested                       |  | 6,467           |  |                                      | 23.76 |                                      |   | 173
|Forfeited                    |  | 1,830           |  |                                      | 24.06 |                                      |   |   
|                             |  |                 |  |                                      |       |                                      |   |    
|Nonvested at March 31, 2007  |  | 32,678          |  | $                                    | 24.91 |                                      | $ | 847
|                             |  |                 |  |                                      |       |                                      |   |    



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



A summary of the stock option plan at March 31, 2007 and 2006 and changes during the periods
ended on those dates are as follows:



|                       |  |                  |   |      |                                 |       |                  |         |   |                                 |   |      
|---------------------- |  | ---------------- | - | ---- | ------------------------------- | ----- | ---------------- | ------- | - | ------------------------------- | - | -----
|                       |  | 2007             |   | 2006
|                       |  | Number of Shares |   |      | Weighted Average Exercise Price |       | Number of Shares |         |   | Weighted Average Exercise Price
|Outstanding, January 1 |  | 193,616          |   |      | $                               | 21.17 |                  | 149,150 |   |                                 | $ | 17.42
|Granted                |  | 56,518           |   |      |                                 | 30.11 |                  | 64,889  |   |                                 |   | 27.06
|Forfeited              |  |                 |   |      |                                 |      |                  | (3,000  | ) |                                 |   | 21.30
|Expired                |  | (2,163           | ) |      |                                 | 16.90 |                  | (1,350  | ) |                                 |   | 21.12
|Exercised              |  | (900             | ) |      |                                 | 9.73  |                  | (1,650  | ) |                                 |   | 21.42
|                       |  |                  |   |      |                                 |       |                  |         |   |                                 |   |      
|Outstanding, March 31  |  | 247,071          |   |      | $                               | 23.29 |                  | 208,039 |   |                                 | $ | 20.31
|                       |  |                  |   |      |                                 |       |                  |         |   |                                 |   |      
|Exercisable, March 31  |  | 116,212          |   |      |                                 |       |                  | 109,244 |   |                                 |   |      
|                       |  |                  |   |      |                                 |       |                  |         |   |                                 |   |      

The aggregate intrinsic value of the options outstanding as of March 31, 2007 was $1.1
million. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the quarter ended March 31, 2007 and the exercise price, multiplied by
the number of options outstanding). The aggregate intrinsic value of the options currently exercisable as of March 31, 2007 was $955 thousand. The weighted average remaining contractual life is 5.5 years for exercisable options at
March 31, 2007.

As of March 31, 2007, there was $742 thousand and $806 thousand of total unrecognized compensation expense
related to nonvested restricted stock awards and options, respectively, which will be recognized over the remaining requisite service period.



|8. | Employee Benefit Plan:
|-- | ----------------------

The Company has a noncontributory
pension plan which conforms to the Employee Retirement Income Security Act of 1974 (ERISA). The amount of benefits payable under the plan is determined by an employees period of credited service. The amount of normal retirement benefit will be
determined based on a Pension Equity Credit formula. The employee receives credits based on their age and years of service. The plan provides for early retirement for participants with five years of service and the attainment of age 55. The benefits
are payable in single or joint/survivor annuities as well as a lump sum payment upon retirement or separation of service. The Company froze participation in this plan during 2003, and has approximately one hundred thirty-six participants remaining
in the plan.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The components of net periodic benefit cost are as follows (In thousands):



|                                             |  |                            |     |   |      |   |     |  
|-------------------------------------------- |  | -------------------------- | --- | - | ---- | - | --- | -
|                                             |  | Three MonthsEndedMarch 31, |    
|                                             |  | 2007                       |     |   | 2006 |  
|Service cost                                 |  | $                          | 44  |   |      | $ | 43  |  
|Interest cost                                |  |                            | 64  |   |      |   | 61  |  
|Expected return on plan assets               |  |                            | (73 | ) |      |   | (62 | )
|Amortization of prior service cost           |  |                            | 8   |   |      |   | 8   |  
|Amortization of net obligation at transition |  |                            | 10  |   |      |   | 16  |  
|                                             |  |                            |     |   |      |   |     |  
|Net periodic benefit cost                    |  | $                          | 53  |   |      | $ | 66  |  
|                                             |  |                            |     |   |      |   |     |  

The Company made no contributions to the plan during the first three months of 2007, but
anticipates contributing $640 thousand in total to the plan for 2007.



|9. | Stock Split and Par Value Change
|-- | --------------------------------

On September 6,
2006 the Company paid a three-for-two stock split in the form of a 50% stock dividend. Shareholders of record at the close of business on August 14, 2006 received one additional share of the Companys common stock for every two shares held
on that date. On August 24, 2006 the Companys Articles of Incorporation were amended to decrease the par value of the Companys common stock from $5 per share to $1 per share. All references in the accompanying consolidated financial
statements and notes thereto to the number of common shares and per share amounts for all periods presented have been restated to reflect the three-for-two stock split.



|10. | Subsequent Event: Restructuring / Branch Closings
|--- | -------------------------------------------------

On
April 24, 2007 the Company announced that a plan has been initiated which involves the closing of five branches as well as some staffing adjustments throughout the Company. Each of these branches is located in slow growth to declining markets
and not complimentary to future expansion plans of the Company. The branches will be combined with existing branches nearby. A total of twenty-two full-time equivalent positions (FTEs) will be impacted, and the facilities will close on
August 3, 2007. Annual estimated net pretax cost savings from this component amount to approximately $1 million, with approximately $400 thousand expected to be realized in 2007. The additional staffing adjustments came about after much
analysis to adjust appropriate staffing levels to better align the Company with current customer behaviors and organizational effectiveness. This analysis resulted in the companywide reduction of another twenty-one FTEs, creating an
estimated pretax annual cost savings of $1.2 million of which $450 thousand is expected to be realized in 2007. Pretax severance benefits and transaction costs, which have not been reflected in the pretax cost savings estimates, are estimated at
$300 thousand and will be expensed in the second quarter of 2007.



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VIRGINIA FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|11. | Recent Accounting Pronouncements
|--- | --------------------------------

In September 2006, FASB
Issued Statement No. 157 (SFAS 157), Fair Value Measurements which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. This statement defines fair value, establishes a
framework for measuring fair value and expands the related disclosure requirements. The adoption of SFAS 157 is not expected to have a material impact on the Companys consolidated financial statements.

In September 2006, the Emerging Issues Task Force issued EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of
Endorsement Split-Dollar Life Insurance Arrangements.This consensus concludes that for a split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance
with FASB Statement No. 106 (if, in substance, a postretirement benefit plan exits) or APB Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the
employee.

In September 2006, The Emerging Issues Task Force issued EITF 06-5, Accounting for Purchases of Life Insurance- Determining
the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 . This consensus concludes that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other
than the cash surrender value in determining the amount that could be realized under the insurance contract. A consensus also was reached that a policyholder should determine the amount that could be realized under the life insurance contract
assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). The consensuses are effective for fiscal years beginning after December 15, 2006. The Company has implemented the
requirements of these two consensuses, the effect of which was not material to the Companys consolidated financial statements as a whole.

In February 2007, FASB Issued Statement No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities (as amended) which is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements.

This statement establishes the fair value option and permits all entities to choose to measure eligible items at fair value at specified election dates. A
business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date.

The fair value option:

1. May be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method

2. Is irrevocable (unless a new election date occurs)

3. Is applied only to entire instruments and not to portions of
instruments.



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##### Table of Contents

SFAS 159 is intended to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It is also expected to expand the use of fair value measurement, which is consistent
with the FASBs long-term measurement objectives for accounting for financial instruments. The adoption of SFAS 159 is not expected to have a material impact on the Companys consolidated financial statements.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.
Previously, the Company had accounted for tax consequences in accordance with Statement of Financial Accounting Standards 5, Accounting for Contingencies. As required by Interpretation 48, which clarifies Statement 109, Accounting
for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date,
the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of Interpretation 48, the Company recorded no adjustment for future tax benefits.



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##### Table of Contents

VIRGINIA FINANCIAL GROUP, INC.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following
discussion provides managements analysis of the consolidated financial results of operations, financial condition, liquidity and capital resources of Virginia Financial Group, Inc. (VFG) and its affiliates. This discussion and analysis should
be read in conjunction with the financial statements and footnotes appearing elsewhere in this report.

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

In addition to historical information, Managements Discussion and Analysis contains forward-looking statements. The
forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical results, or those anticipated. When we use words such as believes, expects,
anticipates or similar expressions, we are making forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements analysis only as of the date thereof.
VFG wishes to caution the reader that factors, such as those listed below, in some cases have affected and could affect VFGs actual results, causing actual results to differ materially from those in any forward looking statement. These factors
include:



| |  |  | Expected cost savings from VFGs acquisitions and dispositions,
| | - |  | ---------------------------------------------------------------



| |  |  | Competitive pressure in the banking industry or in VFGs markets may increase significantly,
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Changes in the interest rate environment may reduce margins,
| | - |  | ------------------------------------------------------------



| |  |  | General economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, credit quality
deterioration,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes may occur in banking legislation and regulation,
| | - |  | --------------------------------------------------------



| |  |  | Changes may occur in general business conditions, and
| | - |  | -----------------------------------------------------



| |  |  | Changes may occur in the securities markets.
| | - |  | --------------------------------------------

OVERVIEW

Virginia Financial Group, Inc. (VFG) is a bank holding company incorporated under the laws of the Commonwealth of Virginia.
Currently, VFG is one of the largest independent bank holding companies headquartered in the Commonwealth of Virginia. VFGs trust affiliate, Virginia Commonwealth Trust Company, is currently one of the largest independent trust companies
headquartered in the Commonwealth of Virginia. Affiliates of VFG include: Planters Bank & Trust Company of Virginiain Staunton, Second Bank & Trustin Fredericksburg and Virginia Commonwealth Trust Companyin
Culpeper. VFG combined Virginia Heartland Bank into its Second Bank & Trust affiliate on February 16, 2007. The organization has a network of forty branches serving a contiguous market throughout central, south central and southwest
Virginia. Virginia Commonwealth Trust Company has offices in Culpeper, Charlottesville, Fredericksburg, Harrisonburg and Staunton.



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Critical Accounting Policies

General

The Companys financial statements are prepared in accordance with accounting principles generally
accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already
occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. We use historical loss factors as one factor in determining the
inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors that we use.

Allowance
for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to
earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Companys affiliate Banks conduct an analysis of the loan portfolio on a regular basis. This analysis is used in assessing the sufficiency of the allowance for
loan losses and in the determination of the necessary provision for loan losses. The review process generally begins with lenders identifying problem loans to be reviewed on an individual basis for impairment. When a loan has been identified as
impaired, a specific reserve may be established based on managements calculation of the loss embedded in the individual loan. In addition to impairment testing, the Banks have an eight point grading system for each non-homogeneous loan in the
portfolio. Loans meeting the criteria for impairment are segregated for analysis from performing loans within the portfolio. Loans are then grouped by loan type and, in the case of commercial and construction loans, by risk rating. Each loan type is
assigned an allowance factor based on historical loss experience, economic conditions, and overall portfolio quality including delinquency rates. The total of specific reserves required for impaired classified loans, the calculated reserves by loan
category and the unallocated reserve are then compared to the recorded allowance for loan losses. This is the methodology used to determine the sufficiency of the allowance for loan losses and the amount of the provision for loan losses. This
evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is
considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrowers prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and
construction loans by either the present value of expected future cash flows discounted at the



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Larger
groups of smaller balance homogeneous loans are collectively evaluated for impairment.

Goodwill

The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), effective
January 1, 2002. Accordingly, goodwill is no longer subject to amortization over its estimated useful life, but is subject to at least an annual assessment for impairment by applying a fair value based test. Additionally, under SFAS
142, acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the asset can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful life. Branch acquisition
transactions were outside the scope of SFAS 142 and, accordingly, intangible assets related to such transactions continued to amortize upon the adoption of SFAS 142. The cost of purchased deposit relationships and other intangible assets, based on
independent valuation, are being amortized over their estimated lives not to exceed fifteen years. Amortization expense charged to operations was $164 thousand and $100 thousand for the three months ended March 31, 2007 and 2006, respectively.

Income Taxes

Deferred income tax assets and
liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various
balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

Stock-Based Compensation

The Company has a stock-based employee compensation plan under which nonqualified stock options may be granted periodically to certain employees. The Companys stock
options typically have an exercise price equal to at least the fair value of the stock on the date of grant, and vest based on continued service with the Company for a specified period, generally five years. The Company adopted SFAS 123R effective
January 1, 2006 using the modified prospective method and as such, results for prior periods have not been restated. Prior to January 1, 2006, the value of restricted stock awards was expensed by the Company over the restriction period,
and no compensation expense was recognized for stock option grants as all such grants had an exercise price not less than fair market value on the date of grant.

SFAS 123R also requires that new awards to employees eligible for retirement prior to the award becoming fully vested be recognized as compensation cost over the period through the date that the employee first becomes eligible to retire and
is no longer required to provide service to earn the award.



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Non-GAAP Financial Measures

This report refers to the efficiency ratio, which is computed by dividing non-interest expense by the sum of net interest income on a tax equivalent basis and non-interest income excluding gains or losses on
securities, fixed assets and foreclosed assets. This is a non-GAAP financial measure that we believe provides investors with important information regarding our operational efficiency. Such information is not in accordance with generally accepted
accounting principles (GAAP) and should not be construed as such. Management believes such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for
GAAP. VFG, in referring to its net income, is referring to income under generally accepted accounting principles, or GAAP.

Results of
Operations

VFGs consolidated net income for the quarter ended March 31, 2007 amounted to $4.0 million or $.37 per diluted share, compared to
earnings of $4.5 million or $.41 per diluted share for the quarter ended March 31, 2006. Net income decreased 10.0% and diluted earnings per share decreased 9.8% compared to first quarter 2006 results. The Companys earnings for the first
quarter produced an annualized return on average assets (ROA) of 1.01% and return on average equity (ROE) of 10.77%, compared to prior year ratios of 1.19% and 13.08%, respectively.

Net Interest Income

Net interest income amounted to $14.4 million for the first quarter of 2007, down $510 thousand
or 3.4% compared with $14.9 million for the same quarter in 2006. Net interest margin compression coupled with a reduction in the rate of growth in average earning assets contributed to this decrease. The net interest margin for the first quarter of
2007 was 4.05%, down three basis points sequentially compared to 4.08% for the fourth quarter of 2006, and down thirty basis points when compared to 4.35% for the first quarter of 2006. Asset yields rose sequentially, with an average yield on assets
of 6.92% for the first quarter of 2007, compared to 6.82% for the fourth quarter of 2006 and 6.43% for the first quarter of 2006. Average cost of interest bearing deposits increased to 3.25% for the first quarter of 2007, as compared to 3.13% for
the fourth quarter of 2006 and 2.38% for the first quarter of 2006. Average balances in VFG commercial paper increased to $63.8 million for the first quarter of 2007 at a cost of 4.73%, compared to $30.6 million at a cost of 4.00% for the first
quarter of 2006 and remained stable on a linked quarter basis compared to $66.5 million at a cost of 4.67%. Average balances in FHLB advances increased to $62.2 million for the first quarter of 2007 at a cost of 5.00%, compared to $56.4 million at a
cost of 4.18% for the first quarter of 2006 and stable on a linked quarter basis compared to $65.0 million at a cost of 4.70%.



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|-------------------------------------------------------------------------- |  | ---------------------------- | --------- | --------------- | ---- | ------------ |  | ---- | -------------- |  | --------------- | --------- | ------------ | - | ------ |  | ---- | -
|                                                                           |  | Three months ended March 31, |          
|                                                                           |  | 2007                         |           |                 | 2006 |             
|Dollars in thousands                                                       |  | AverageBalance               |           | InterestInc/Exp |      | AverageRates |  |      | AverageBalance |  | InterestInc/Exp |           | AverageRates |  
|Assets                                                                     |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Loans receivable, net                                                      |  | $                            | 1,219,094 |                 | $    | 22,026       |  | 7.33 | %              |  | $               | 1,157,736 |              | $ | 19,453 |  | 6.81 | %
|Investment securities                                                      |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Taxable                                                                    |  |                              | 174,839   |                 |      | 1,960        |  | 4.48 | %              |  |                 | 152,945   |              |   | 1,614  |  | 4.28 | %
|Tax exempt                                                                 |  |                              | 94,854    |                 |      | 1,451        |  | 6.12 | %              |  |                 | 80,623    |              |   | 1,253  |  | 6.30 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total investments                                                          |  |                              | 269,693   |                 |      | 3,411        |  | 5.05 | %              |  |                 | 233,568   |              |   | 2,867  |  | 4.98 | %
|                                                                           |  |                              |           |                 |      |             
|Interest bearing deposits                                                  |  |                              | 626       |                 |      | 6            |  | 3.83 | %              |  |                 | 5,961     |              |   | 35     |  | 2.38 | %
|Federal funds sold                                                         |  |                              | 3,831     |                 |      | 53           |  | 5.53 | %              |  |                 | 30,691    |              |   | 276    |  | 3.65 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|                                                                           |  |                              | 274,150   |                 |      | 3,470        |  | 5.05 | %              |  |                 | 270,220   |              |   | 3,178  |  | 4.77 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total earning assets                                                       |  |                              | 1,493,244 |                 |      | 25,496       |  | 6.92 | %              |  |                 | 1,427,956 |              |   | 22,631 |  | 6.43 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total nonearning assets                                                    |  |                              | 112,808   |                 |      |              |  |      |                |  |                 | 96,907    |              |   |        |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total assets                                                               |  | $                            | 1,606,052 |                 |      |              |  |      |                |  | $               | 1,524,863 |              |   |        |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Liabilities and Stockholders Equity                                       |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Interest-bearing deposits                                                  |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Interest checking                                                          |  | $                            | 159,417   |                 | $    | 63           |  | 0.16 | %              |  | $               | 180,122   |              | $ | 198    |  | 0.45 | %
|Money market                                                               |  |                              | 179,678   |                 |      | 1,256        |  | 2.83 | %              |  |                 | 166,666   |              |   | 701    |  | 1.71 | %
|Savings                                                                    |  |                              | 96,518    |                 |      | 302          |  | 1.27 | %              |  |                 | 120,090   |              |   | 195    |  | 0.66 | %
|Time deposits:                                                             |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Less than $ 100,000                                                        |  |                              | 414,884   |                 |      | 4,435        |  | 4.34 | %              |  |                 | 372,152   |              |   | 3,185  |  | 3.47 | %
|$100,000 and more                                                          |  |                              | 213,672   |                 |      | 2,475        |  | 4.70 | %              |  |                 | 175,314   |              |   | 1,681  |  | 3.89 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total interest-bearing deposits                                            |  |                              | 1,064,169 |                 |      | 8,531        |  | 3.25 | %              |  |                 | 1,014,344 |              |   | 5,960  |  | 2.38 | %
|                                                                           |  |                              |           |                 |      |             
|Federal funds purchased and securities sold under agreements to repurchase |  |                              | 7,883     |                 |      | 108          |  | 5.48 | %              |  |                 | 14,801    |              |   | 86     |  | 2.36 | %
|Federal Home Loan Bank advances                                            |  |                              | 62,205    |                 |      | 777          |  | 5.00 | %              |  |                 | 56,427    |              |   | 582    |  | 4.18 | %
|Subordinated debt                                                          |  |                              | 20,619    |                 |      | 417          |  | 8.09 | %              |  |                 | 20,619    |              |   | 374    |  | 7.36 | %
|Commercial paper                                                           |  |                              | 63,805    |                 |      | 754          |  | 4.73 | %              |  |                 | 30,602    |              |   | 302    |  | 4.00 | %
|Other borrowings                                                           |  |                              | 345       |                 |      | 5            |  | 5.80 | %              |  |                 | 254       |              |   | 4      |  | 6.39 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|                                                                           |  |                              | 154,857   |                 |      | 2,061        |  | 5.32 | %              |  |                 | 122,703   |              |   | 1,348  |  | 4.46 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total interest-bearing liabilities                                         |  |                              | 1,219,026 |                 |      | 10,592       |  | 3.51 | %              |  |                 | 1,137,047 |              |   | 7,308  |  | 2.60 | %
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total noninterest-bearing liabilities                                      |  |                              | 235,715   |                 |      |              |  |      |                |  |                 | 249,452   |              |   |        |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total liabilities                                                          |  |                              | 1,454,741 |                 |      |              |  |      |                |  |                 | 1,386,499 |              |   |        |  |      |  
|Stockholders equity                                                       |  |                              | 151,311   |                 |      |              |  |      |                |  |                 | 138,364   |              |   |        |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Total liabilities and stockholders equity                                 |  | $                            | 1,606,052 |                 |      |              |  |      |                |  | $               | 1,524,863 |              |   |        |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Net interest income (tax equivalent)                                       |  |                              |           |                 | $    | 14,904       |  |      |                |  |                 |           |              | $ | 15,323 |  |      |  
|                                                                           |  |                              |           |                 |      |              |  |      |                |  |                 |           |              |   |        |  |      |  
|Average interest rate spread                                               |  |                              |           |                 |      |              |  | 3.41 | %              |  |                 |           |              |   |        |  | 3.83 | %
|Interest expense as percentage of average earning assets                   |  |                              |           |                 |      |              |  | 2.88 | %              |  |                 |           |              |   |        |  | 2.08 | %
|Net interest margin                                                        |  |                              |           |                 |      |              |  | 4.05 | %              |  |                 |           |              |   |        |  | 4.35 | %



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Noninterest Income

Total non-interest income was $3.8 million for the first quarter of 2007, up compared with $3.3 million for the first quarter of 2006 and down sequentially compared with $4.0 million for the fourth quarter of 2006. Retail banking fee income
increased $136 thousand or 8.5% to $1.7 million, compared to $1.6 million in the first quarter of 2006. Mortgage banking revenue amounted to $599 thousand, a decrease of $34 thousand or 5.4%, as compared to $633 thousand for the first quarter of
2006, and down sequentially $98 thousand or 14.1% from the fourth quarter of 2006. Revenues from trust and brokerage for the first quarter were $1.1 million, up $46 thousand or 4.4% compared to $1.0 million in the first quarter of 2006, and up
sequentially $105 thousand or 10.7% from the fourth quarter of 2006. Fiduciary and brokerage assets under management were $628 million at March 31, 2007, representing an increase of $30.0 million or 5.0% from $598 million at December 31,
2006. Included in other non-interest income during first quarter 2007 was income associated with an investment in bank owned life insurance of $119 thousand. The Company invested $10 million in bank owned life insurance in July 2006.

Noninterest Expense

Non-interest expense for the first quarter of
2007 amounted to $12.3 million, up $1.1 million or 9.9% from $11.2 million for the same period in 2006, and up sequentially $230 thousand or 1.9% from the fourth quarter of 2006. This increase reflects incremental operating costs of $471 thousand
associated with four branches and a loan production office opened during 2006. Additionally, $231 thousand of non-recurring transaction costs associated with the consummated combination of our Second Bank & Trust affiliate and former
Virginia Heartland Bank affiliate during the first quarter. Increases in other operating expenses are attributed to increases in training costs and aforementioned transaction costs. VFGs efficiency ratio was 65.6% for the quarter, compared to
59.6% for the same quarter in 2006. Excluding the impact of the nonrecurring transaction costs, the efficiency ratio was 64.4% for the quarter.

Income
Taxes

Income tax expense for the first quarter of 2007 was $1.7 million resulting in an effective tax rate of 29.9% compared to $2.0 million, or 30.6%,
for the first quarter of 2006. The decrease in the effective tax rate for the quarter is a result of tax free income generated by the purchase of bank owned life insurance in July 2006, and an increase in earnings from tax-exempt securities as a
percentage of total income. The average balance of tax-exempt securities for the first quarter of 2007 increased by $14.2 million over the same period last year, resulting in an increase in related tax-exempt interest income.



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Asset Quality

Asset quality remains strong, with VFGs ratio of non-performing assets as a percentage of total assets amounting to .17% as of March 31, 2007, compared to .13% at March 31, 2006 and .19% at December 31, 2006. Net
charge-offs as a percentage of average loans receivable amounted to .05% on an annualized basis for the quarter and for the same quarter a year ago. At March 31, 2007, the allowance for loan losses was approximately five times the level of
non-performing assets, while the allowance as a percentage of total loans amounted to 1.19%, the same percentage it was at December 31, 2006. VFG recorded a provision for loan losses for the first quarter of $165 thousand compared to net
charge-offs of $164 thousand for the period, and compared to a provision of $510 thousand for the three months ended March 31, 2006. The reduction in provision is a result of reduced loan growth and continuing strength in asset quality during
the period.

The following table provides information on asset quality statistics for the periods presented (In thousands):



|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|------------------------------------------------------------------------------------ |  | -------------- | ------ | - | ----------------- | - | ------ | -------------- |  | - | ------ | -
|                                                                                     |  | March 31, 2007 |        |   | December 31, 2006 |   |        | March 31, 2006 | 
|                                                                                     |  |                |       
|Non-accrual loans                                                                    |  | $              | 2,709  |   |                   | $ | 2,999  |                |  | $ | 1,787  |  
|Troubled debt restructurings                                                         |  |                |       |   |                   |   |       |                |  |   | 134    |  
|Foreclosed assets                                                                    |  |                | 38     |   |                   |   | 38     |                |  |   | 79     |  
|Loans past due 90 days accruing interest                                             |  |                |       |   |                   |   |       |                |  |   |       |  
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Total non-performing assets                                                          |  | $              | 2,747  |   |                   | $ | 3,037  |                |  | $ | 2,000  |  
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Nonperforming assets to total assets                                                 |  |                | 0.17   | % |                   |   | 0.19   | %              |  |   | 0.13   | %
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Nonperforming assets to loans and foreclosed property                                |  |                | 0.23   | % |                   |   | 0.25   | %              |  |   | 0.17   | %
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Allowance for loan losses as a percentage of loans receivable                        |  |                | 1.19   | % |                   |   | 1.19   | %              |  |   | 1.17   | %
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Allowance for loan losses as a percentage of nonperforming assets                    |  |                | 527.88 | % |                   |   | 477.44 | %              |  |   | 697.05 | %
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  
|Annualized net charge-offs (recoveries) as a percentage of average loans receiveable |  |                | 0.05   | % |                   |   | (0.01  | %)             |  |   | 0.05   | %
|                                                                                     |  |                |        |   |                   |   |        |                |  |   |        |  



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources

Capital Resources

The management of capital in a regulated financial services industry must properly balance return
on equity to stockholders while maintaining sufficient capital levels and related risk-based capital ratios to satisfy regulatory requirements. Additionally, capital management must also consider acquisition opportunities that may exist, and the
resulting accounting treatment. The Companys capital management strategies have been developed to provide attractive rates of returns to stockholders, while maintaining its well-capitalized position at each of the banking
subsidiaries.

The primary source of additional capital to the Company is earnings retention, which represents net income less dividends declared. During
the three months ended March 31, 2007, the Company retained $2.3 million, or 57.0% of its net income. Stockholders equity increased by $14.1 million, reflecting the earnings retention and a increase of $340 thousand in accumulated
comprehensive income net of tax.

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and the
subsidiary banks financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its banking subsidiaries must meet specific capital guidelines that involve quantitative
measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and reclassifications are also subject to qualitative judgments by the regulators about components,
risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and its banking
subsidiaries to maintain minimum amounts and ratios of total and Tier 1 capital to average assets. As of March 31, 2007, the Company and the subsidiary banks met all minimum capital adequacy requirements to which they are subject and are
categorized as well capitalized. There are no conditions or events that management believes have changed the subsidiary banks well capitalized position.

The following table includes information with respect to the Companys risk-based capital and equity levels as of March 31, 2007 (In thousands):



|                                                                 |  |   |           |  
|---------------------------------------------------------------- |  | - | --------- | -
|Tier 1 capital                                                   |  | $ | 156,274   |  
|Tier 2 capital                                                   |  |   | 14,805    |  
|Total risk-based capital                                         |  |   | 171,079   |  
|Total risk-weighted assets                                       |  |   | 1,355,949 |  
|Average adjusted total assets                                    |  |   | 1,590,524 |  
|Capital ratios:                                                  |  |   |           |  
|Tier 1 risk-based capital ratio                                  |  |   | 11.53     | %
|Total risk-based capital ratio                                   |  |   | 12.62     | %
|Leverage ratio (Tier 1 capital to average adjusted total assets) |  |   | 9.83      | %
|Equity to assets ratio                                           |  |   | 9.58      | %
|Tangible equity to assets ratio                                  |  |   | 8.58      | %



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Liquidity

Liquidity is identified as the ability to generate or acquire sufficient amounts of cash when needed and at a reasonable cost to accommodate withdrawals, payments of debt, and increased loan demand. These events may occur daily or other
short-term intervals in the normal operation of the business. Experience helps management predict time cycles in the amount of cash required. In assessing liquidity, management gives consideration to relevant factors including stability of deposits,
quality of assets, economy of markets served, concentrations of business and industry, competition, and the Companys overall financial condition. The Companys primary sources of liquidity are cash, securities in our available for sale
portfolio and a $15 million line of credit with a correspondent bank. In addition, the Banks have substantial lines of credit from their correspondent banks and access to the Federal Reserve discount window and Federal Home Loan Bank of Atlanta to
support liquidity as conditions dictate.

The liquidity of the Parent Company also represents an important aspect of liquidity management. The Parent
Companys cash outflows consist of overhead associated with corporate expenses, executive management, finance, marketing, human resources, loan and deposit operations, information technology, audit, compliance and loan review functions. It also
includes outflows associated with dividends to shareholders. The main sources of funding for the Parent Company are the management fees and dividends it receives from its banking and trust subsidiaries, a working line of credit with a correspondent
bank, and availability of the subordinated debt security market as deemed necessary. The Companys capital base provides the resource and ability to support the assets of the Company and provide capital for future expansion.

In the judgment of management, the Company maintains the ability to generate sufficient amounts of cash to cover normal requirements and any additional funds as needs
may arise.

Off Balance Sheet Items

There have been no
material changes to the off balance sheet items disclosed in Managements Discussion and Analysis in VFGs annual report on Form 10-K for the fiscal year ended December 31, 2006.

Contractual Obligations

There have been no material changes outside
the ordinary course of business to the contractual obligations disclosed in VFGs annual report on Form 10-K for the fiscal year ended December 31, 2006.

Effects of Inflation

The effect of changing prices on financial institutions is typically different from other industries as the
Companys assets and liabilities are monetary in nature. Interest rates and thus the Companys asset liability management is impacted by changes in inflation, but there is not a direct correlation between the two measures. Management
monitors the impact of inflation on the financial markets.



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VIRGINIA FINANCIAL GROUP, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Access to Filings

The Company provides access to their SEC filings through the corporate Website at www.vfgi.net. After accessing the Website, the filings are available upon selecting the SEC Filings & Other Documents icon. Reports available include
the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.

ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to the
quantitative and qualitative market risk disclosures in the Companys Form 10-K for the year ended December 31, 2006.

ITEM 4  CONTROLS AND PROCEDURES

We are required to include in our periodic reports information regarding our
controls and procedures for complying with the disclosure requirements of the federal securities laws. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by us in the reports we file or submit under the Exchange Act, is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.



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VIRGINIA FINANCIAL GROUP, INC.

PART I - FINANCIAL INFORMATION

We have established disclosure controls and procedures to
ensure that material information related to the Company is made known to our principal executive officer and principal financial officer on a regular basis, in particular during the periods in which our quarterly and annual reports are being
prepared. Our principal executive officer and principal financial officer evaluated the effectiveness of these disclosure controls and procedures as of the end of the period covered by this report and, based on their evaluation, concluded that our
disclosure controls and procedures are operating effectively.

Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the organization to disclose material information otherwise required to be set forth in our period
reports.

Our management is also responsible for establishing and maintaining adequate internal controls over financial reporting and control of our assets
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in our internal
control over financial reporting or control of assets during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting or control of assets.

PART II - OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

There are no material legal
proceedings to which the Company or any of its subsidiaries, directors, or officers is a party or by which they, or any of them, are threatened. Any legal proceeding presently pending or threatened against Virginia Financial Group, Inc. and its
subsidiaries are either not material in respect to the amount in controversy or fully covered by insurance.



|ITEM 1a. | RISK FACTORS.
|-------- | -------------

There have been no changes to the
identified risk factors as disclosed in VFGs annual report on Form 10-K for the fiscal year ended December 31, 2006.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

The Company has a stock repurchase program authorized that is not currently active, with 210,000 shares remaining available for repurchase.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------

None.



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|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

Not applicable.



|ITEM 6. | EXHIBITS:
|------- | ---------

(a) The following exhibits either are
filed as part of this Report or are incorporated herein by reference:



|                 |  |                                                                                                                                                                                                       
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. 2    |  | Agreement and Plan of Reorganization incorporated by reference to Agreement and Plan of Reorganization filed as Exhibit A to Form S-4 Amendment No. 2 filed on November 20, 2001 (File No.
333-69216).
|                 | 
|Exhibit No. 3.1  |  | Articles of Incorporation (as amended August 24, 2006) incorporated by reference to Exhibit 3.1 to Form 8-K filed on August 29, 2006.                                                                 
|                 | 
|Exhibit No. 3.2  |  | Bylaws incorporated by reference to Exhibit 3.                                                                                                                                                        
|                 | 
|Exhibit No. 31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.                                                                    
|                 | 
|Exhibit No. 31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.                                                                    
|                 | 
|Exhibit No. 32   |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                

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.



VIRGINIA FINANCIAL GROUP, INC./s/ O. R. Barham, Jr.O.R. Barham, Jr.President and Chief Executive OfficerMay 9, 2007/s/ Jeffrey W. FarrarJeffrey W. Farrar, CPAExecutive Vice President and Chief Financial OfficerMay 9, 2007




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