425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: April 21, 2009

(Date of earliest event reported)

Union Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia	0-20293	54-1598552
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

211 North Main Street

Post Office Box 446

Bowling Green, Virginia 22427

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

n/a

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

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

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

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

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

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

Item 8.01. Other Events

Union Bankshares Corporation, a Virginia corporation (the “Company”), has prepared presentation materials that will be used by management at the Company’s Annual Meeting on April 21, 2009 and from time to time thereafter in investor presentations. The presentation materials are being furnished with this report as Exhibit 99.1 and are incorporated herein by reference.

Pursuant to the rules of the Securities and Exchange Commission, the information contained in this report (including the exhibits) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing by the Company under such Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation Materials

SIGNATURES

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

UNION BANKSHARES CORPORATION

/s/     D. Anthony Peay

D. Anthony Peay

Executive Vice President

and Chief Financial Officer

Date: April 21, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation Materials

EX-99.1

April 2009

&

Creating Richmond and Central Virginia’s Bank of Choice

Exhibit 99.1

2

Forward Looking Information

Certain statements in this report may constitute “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking

statements are statements that include projections, predictions, expectations or beliefs

about future events or results or otherwise and are not statements of historical fact. 

Such statements are often characterized by the use of qualified words (and their

derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate” or other

statements concerning opinions or judgments of the Company and its management

about future events.  Although the Company believes that its expectations with respect

to forward-looking statements are based upon reasonable assumptions within the

bounds of its existing knowledge of its business and operations, there can be no

assurance that actual results, performance or achievements of the Company will not

differ materially from any future results, performance or achievements expressed or

implied by such forward-looking statements.  Actual future results and trends may differ

materially from historical results or those anticipated depending on a variety of factors,

including, but not limited to, the effects of and changes in: general economic conditions,

the interest rate environment, legislative and regulatory requirements, competitive

pressures, new products and delivery systems, inflation, changes in the stock and bond

markets, technology, and consumer spending and savings habits.  The Company does

not update any forward-looking statements that may be made from time to time by or on

behalf of the Company.

3

th

th

th

th

Pro Forma Franchise

Merger Highlights

Pro forma Company becomes the

largest community bank in Virginia

$4.0 billion in assets Mid-Atlantic

franchise with strong presence in high

growth Virginia markets

Moves

UBSH

from

11

to

6

in

deposit

market

share

in

Virginia;

from

8 

to

5  

in the Richmond MSA

Exceptional management with highly

regarded Board

Complementary strengths and

identifiable synergies

Accretive to earnings in 2010

Pro Forma Footprint

Union Bankshares Corporation (58 Branches)

First Market Bank, FSB (39 Branches)

4

Pro Forma Deposit Market Share

Virginia Market Share

Richmond MSA Market Share

Source: SNL Financial

Deposit

data

as

of

6/30/2008;

pro

forma

for

pending

and

recently

completed

acquisitions

Total

Total

Deposits

Market

Branch

in Market

Share

Rank

Institution

Count

($000)

(%)

1

299

25,887,623

18.06

2

BB&T Corp. (NC)

396

19,751,974

13.78

3

Bank of America Corp. (NC)

213

18,270,437

12.75

4

Capital One Financial Corp. (VA)

95

17,407,071

12.14

5

SunTrust Banks Inc. (GA)

249

14,208,406

9.91

Pro Forma

97

2,883,704

2.01

6

StellarOne

Corp. (VA)

66

2,427,374

1.69

7

Carter Bank & Trust (VA)

89

2,269,885

1.58

8

Virginia Commerce Bancorp Inc. (VA)

27

2,100,405

1.47

9

TowneBank

(VA)

22

1,990,788

1.39

10

United Bankshares

Inc. (WV)

45

1,889,176

1.32

11

Union

Bankshares

Corp.

(VA)

58

1,791,798

1.25

12

PNC Financial Services Group (PA)

104

1,779,437

1.24

13

Hampton Roads Bankshares

Inc. (VA)

44

1,352,045

0.94

14

Burke & Herbert Bank & Trust (VA)

20

1,194,302

0.83

15

First Market Bank, FSB (VA)

39

1,091,906

0.76

Top 10

1,501

106,203,139

74.09

Totals

2,750

143,340,900

100.00

Total

Total

Deposits

Market

Branch

in Market

Share

Rank

Institution

Count

($000)

(%)

1

Bank of America Corp. (NC)

34

7,516,564

28.99

2

66

6,197,746

23.90

3

BB&T Corp. (NC)

47

2,986,091

11.52

4

SunTrust Banks Inc. (GA)

46

2,883,220

11.12

Pro Forma

47

1,484,446

5.73

5

First Market Bank, FSB (VA)

31

989,981

3.82

6

Franklin Financial Corporation (VA)

7

621,707

2.40

7

Eastern

Virginia

Bankshares

(VA)

19

604,244

2.33

8

16

494,465

1.91

9

Village

Bank

&

Trust

Finl

Corp

(VA)

15

448,013

1.73

10

C&F Financial Corp. (VA)

11

379,226

1.46

11

Central

Virginia

Bankshares

(VA)

8

367,085

1.42

12

Community Bankers Trust Corp (VA)

8

361,426

1.39

13

Bk

of Southside Virginia Corp. (VA)

9

305,951

1.18

14

Hampton

Roads

Bankshares

Inc.

(VA)

5

254,457

0.98

15

Virginia

BanCorp

Inc.

(VA)

7

243,007

0.94

Top 10

292

23,121,257

89.17

Totals

384

25,929,088

100.00

Wells Fargo & Co. (CA)

Wells Fargo & Co. (CA)

Union

Bankshares

Corp.

(VA)

5

* Depends on regulatory, SEC and shareholder approval

Transaction Overview

Name:

Union First Market

Bankshares Corporation

Headquarters:

Richmond, VA

Board:

Existing UBSH Board plus:

James E. Ukrop

Steven A. Markel

David J. Fairchild

Leadership:

Targeted Closing Date: *

Late

3rd

/

Early

4th

Quarter

of

2009

Chairman:

Ronald L. Hicks (UBSH)

Chief Executive Officer:

G. William Beale (UBSH)

President:

David J. Fairchild (FMB)

Chief Financial Officer:

D. Anthony Peay (UBSH)

Chief Banking Officer:

John C. Neal (UBSH)

Corporate Structure

Pro Forma Overview

6

th

Transaction Detail

Consideration:

(1)

100% Common Stock

Preferred Shares:

First Market’s outstanding $10.0 million 9.0% preferred shares will be

converted into common equity

Shares to be Issued:

Common Shareholders:

6.7 million shares

Preferred Shareholders:

703 thousand shares

(2)

Pre-Conversion

Post-Conversion

Pro Forma Ownership:

of

Preferred

of

Preferred

Current Union Shareholders:

67.0%

64.8%                          

Current First Market Shareholders:

33.0

35.2

Value of First Market Shares:

$105.4

million

(Assumes

$14.23

stock

price

for

UBSH

(2)

)

Cost Savings:

(3)

Approximately 9.0% of the combined expense base

Phase In:

100% in 2010

Estimated Deal Charges

$8.0 million after-tax

(1) Capital Purchase Program / Troubled Asset Relief Program funds were not used in this transaction

(2) Estimated conversion shares and deal value as of pre-market announcement on March 30  , 2009; 

      actual shares issued in preferred conversion are based on the 10-day average trading price near close (as defined in the Merger Agreement), provided that it shall not be more

than $16.89 nor less than $12.89

(3) To include costs associated with overlapping branches and other duplicative functions, 

      managed through normal attrition and retirement as much as possible

7

Comparable Acquisitions

Price

/

Tangible

Book

Value

(1)

(%)

Core

Deposit

Premium

(2)

(%)

1.7

13.8

0.0

10.0

20.0

30.0

40.0

UBSH / First Market

Comparable

Transactions

118

161

50

100

150

200

250

UBSH / First Market

Comparable

Transactions

Source: SNL Financial and company filings

Comparable transactions do not include merger of equals

(1) Based on First Market’s tangible equity of $89.4 million as of 12/31/2008

(2) Core deposits include total deposits less jumbo certificates of deposits

Comparable transactions include all bank and thrift transactions in Maryland, Virginia and North Carolina

announced after 7/1/2007 with deal values between $20 million and $500 million

8

th

Virginia’s 11   largest community bank

Assets: $1.3 billion

Gross Loans: $1.0 billion

Deposits: $1.1 billion

Tangible Common Equity: $79.4 million

Successful partnership with Ukrop’s Super

Markets, Inc.

39 branches

13 traditional branches

26 supermarket branches

Comprehensive financial services provider

Banking

Mortgage

Investment

Brokerage

Trust

Insurance

First Market Overview

Deposits Over Time ($mm)

First Market Overview

$510

$634

$815

$875

$916

$1,011

$1,095

$1,047

$1,128

$400

$650

$900

$1,150

$1,400

2000

2001

2002

2003

2004

2005

2006

2007

2008

Consumer

Deposits

75.0%

Business

Deposits

25.0%

9

Supermarket Relationship

Successful supermarket partnership generates retail customer relationships

Median

Aggregate Deposits of In-Store Locations ($MM)

In-Store Locations Open 5+ Years*

Branch Deposit

Median

Size Range

Deposits

Quartile

($MM)

($MM)

1

$21.0 - $114.3

$28.6

2

$12.9 - $21.0

$16.5

3

$7.2 - $12.9

$9.9

4

$1.0 - $7.2

$4.3

First Market

$15.3 - $40.3

$25.5

In-Store locations generate over 75%

of retail deposit accounts

$30.7

$2.9

$4.7

$6.3

$7.4

$9.7

$30.1

$29.7

$14.1

$20.0

$25.0

$29.5

$8.6

$10.0

$12.1

$11.3

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

1

2

3

4

5

6

7

8

First Market

Comparable Locations

Years Open

Source: SNL Financial

“Comparable locations” include 71 full-service branches in high-end grocery stores

Medians calculated at June 30 each year

First Market deposit range and current deposits as of 12/31/08

*Includes 4,040 in-store locations in the U.S. open over 5 years

10

Performed extensive due diligence

Financial and legal due diligence

Credit due diligence conducted by

management and third party loan review

specialists

Reviewed all non-performing, substandard and

watch-list loans in excess of $250 thousand

Reviewed 66% of commercial real estate loans

Determined potential losses under stress

scenarios

Interviewed key personnel

Modeled using estimated fair market value

adjustment of 2.5% of gross loans

•

Current loan loss reserve equals 1.30%

Credit Review

Due Diligence Process

Asset Quality

NPAs / Loans + OREO

Peer Group

First Market

Net Charge-offs / Avg. Loans

(%)

(%)

Source: SNL Financial

(1) Peer group includes select banks and thrifts headquartered in Virginia with assets

between $1.0 billion and $5.0 billion

0.06

0.02

0.12

0.25

0.08

0.06

0.02

0.05

0.25

0.01

0.00

0.10

0.20

0.30

0.40

2004

2005

2006

2007

2008

0.30

0.30

0.59

0.26

0.25

0.12

0.37

0.15

1.59

0.25

0.00

0.50

1.00

1.50

2.00

2004

2005

2006

2007

2008

(1)

11

Capital Impact

Capital ratios projected at close

             Leverage Ratio (%)

                                      Total Capital Ratio (%)

13.83

13.56

12.67

11.00

12.00

13.00

14.00

15.00

UBSH Stand

Alone

First Market

Stand Alone

Pro Forma

5.98

5.97

5.65

3.00

4.00

5.00

6.00

7.00

UBSH Stand

Alone

First Market

Stand Alone

Pro Forma

10.87

9.23

9.71

8.00

9.00

10.00

11.00

12.00

UBSH Stand

Alone

First Market

Stand Alone

Pro Forma

12.59

10.86

11.33

10.00

11.00

12.00

13.00

14.00

UBSH Stand

Alone

First Market

Stand Alone

Pro Forma

12

Acquisition Blueprint

Good Demographics / Growth Market OR …Unique Product / Service (e.g. Trust,

Wealth Management)

Management Retention

Thorough Due Diligence Process

Low Integration Risk

EPS Accretive

Tangible Common Equity to Assets above 5.5%

13

Additional Information and Where to Find It

In connection with the merger, Union will file with the Securities and Exchange Commission (the

“SEC”) a registration statement on Form S-4 to register the shares of Union common stock to be issued to

First Market stockholders. The registration statement will include a joint proxy statement/prospectus that will

be sent to the stockholders of Union and First Market seeking their approval of the merger.  In addition,

Union may file other relevant documents concerning the merger with the SEC.

Investors and stockholders of Union are urged to read the registration statement on Form S-4

and the joint proxy statement/prospectus included within the registration statement and any other relevant

documents to be filed with the SEC in connection with the merger, because they will contain important

information about Union, First Market and the proposed transaction.  Investors and stockholders of Union

may obtain free copies of these documents, when available, through the website maintained by the SEC at

http://www.sec.gov.

Free

copies

of

the

joint

proxy

statement/prospectus

also

may

be

obtained

by

directing

a

request by telephone or mail to Union Bankshares Corporation, Post Office Box 446, Bowling Green,

Virginia  22427, Attention: Investor Relations (telephone: (804)

633-5031) or by accessing Union’s website

at

http://www.ubsh.com

under

“Investor

Relations

–

SEC

Filings.”

The

information

on

Union’s

website

is

not,

and shall not be deemed to be, a part of this presentation or incorporated into other filings Union makes with

the SEC.

Union and its directors, executive officers and certain members of management may be deemed

to be participants in the solicitation of proxies from the stockholders of Union in connection with the merger.

Information about the directors and executive officers of Union is set forth in the proxy statement for Union’s

2009 annual meeting of shareholders filed with the SEC on March 19, 2009.  Additional information

regarding the interests of these participants and other persons who may be deemed participants in the

merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it

becomes available.

April 2009

&

Creating Richmond and Central Virginia’s Bank of Choice