X0304 4 2012-01-13 0 0001036070 StellarOne CORP STEL 0001258106 BARHAM O R JR 590 PETER JEFFERSON PKWY STE 250 CHARLOTTESVILLE VA 22911 1 1 0 0 PRESIDENT & CEO Common Stock 2012-01-13 4 A 0 11410 12.27 A 46804 D Common Stock 2012-01-13 4 A 0 4890 12.27 A 51694 D This restricted stock award vests at the rate of 20% each year over a five year term from the award date. The vesting of these performance award shares is based on StellarOne's average annual performance over the three-year period ending December 31, 2014 in four equally weighted financial performance categories against its peer group: operating revenue, efficiency ratio, percentage of non-accrual loans to total loans, and basic earnings per share after extraordinary events. If, at the end of the performance period, the average annual performance is in the 41st to 50th percentile of the peer group, 50% of the shares will vest. If performance is in the 21st to 40th percentile, then 75% of the shares will vest. If performance is in the 1st to the 20th percentile, then 100% of the shares will vest. No vesting of the shares occurs under the 50th percentile of average annual performance. Douglas D. Callaway as attorney-in-fact for O.R. Barham, Jr. 2012-01-13