8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 4, 2009

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

P.O. Box 446

Bowling Green, Virginia 22427

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (804) 633-5031

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

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

¨ 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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Item 8.01 Other Events

On May 4 and 5, 2009, Union Bankshares Corporation (the “Company”), by G. William Beale, its President and Chief Executive Officer and D. Anthony Peay, its Executive Vice President and Chief Financial Officer, made investor presentations regarding the Company’s first quarter 2009 results and the proposed merger with First Market Bank, FSB. A copy of the Company’s investor presentation made on both dates is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. The information contained in the investor presentation was previously filed with the Securities and Exchange Commission in other formats, and was made publicly available prior to the filing of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Union Bankshares Corporation investor presentation slides for May 4 and 5, 2009.

SIGNATURES

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

	UNION BANKSHARES CORPORATION
Date: May 7, 2009	By:	/s/ D. Anthony Peay
		D. Anthony Peay
		Executive Vice President and Chief Financial Officer

EX-99.1

Investor Presentation

Exhibit 99.1

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 judgment

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.

Forward Looking

Information

Overview

One of the Largest Virginia-

Based Financial Services

Organization

Holding Company formed in

1993

Assets of $2.6 Billion

Three 100 Year Old Banks

Comprehensive financial

services provider offering:

banking, mortgage,

investment, brokerage and

insurance

Proven merger integrator

Outline

Purpose and Values

2008 Financial Performance

2009 Outlook

First

Market

Bank

-

Overview

Q & A

“Helping People Find

Financial Solutions”

Purpose Statement

Values

Customer Focus

Knowledge

Integrity & Trust

Respect

Partnership

2008 Financial

Performance

Financial Overview

Asset Quality

Liquidity

Margin

Asset Growth

Loan Growth

Loan Composition

Asset Quality

ALL & C/O’s

1.31%

0.00%

1.30%

-0.06%

1.26%

0.03%

1.24%

0.01%

1.11%

0.03%

1.36%

0.21%

1.48%

0.19%

-0.20%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

2003

2004

2005

2006

2007

2008

2009 Q1

Allowance to Loans

Charge-offs to Avg Loans, Net

*Q1 figures not annualized

Deposit Growth

Reduced Funding Reliance

Yield on Earning Assets and

Cost of Funds

7.42%

6.46%

5.59%

7.28%

5.96%

6.53%

2.23%

2.52%

3.47%

3.93%

3.06%

2.77%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

2004

2005

2006

2007

2008

2009 Q1

Yield on Earning Assets

Cost of Funds

Net Interest Margin

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

Net Income

UBSH ROA Performance to Peers

(as of 12/31/08)

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

ROA

UBSH

Va Banks

Select Peer

National Peer

UBSH ROE Performance to Peers

(as of 12/31/08)

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

ROE

ROTE

UBSH

Va

Public Banks

Select Peer

National Peer

UBSH NPAs/ALLL/NCOs to Peers

(as of 12/31/08)

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

2.00%

NPAs/Assets

ALLL/Loans

NCOs/Loans

UBSH

Va

Public Banks

Select Peer

National Peer

UBSH Asset Quality to Peers

(as of 12/31/08)

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

ALLL/NPAs

UBSH

Va

Public Banks

Select Peer

National Peer

2009 Outlook

2009 Priorities

Profitability

–

Increase Margin

–

Grow Earning Assets

Asset Quality

–

Diversify Loan Portfolio Credit Risk

–

Enhance Credit Risk Processes

Liquidity

–

Increase Consumer & Business Household

Growth

–

Increase cross sell for new and existing

customers

&

Creating Richmond and Central Virginia’s Bank of Choice

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

th

in deposit

market share in Virginia; from 8

to 5

th

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)

th

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

Bank of America Corp. (NC)

34

7,516,564

28.99

2

Wells Fargo & Co. (CA)

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

Union Bankshares Corp. (VA)

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

Total

Total

Deposits

Market

Branch

in Market

Share

Rank

Institution

Count

($000)

(%)

1

Wells Fargo & Co. (CA)

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

* 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

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

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

Comparable Acquisitions

118

161

50

100

150

200

250

UBSH / First Market

Comparable

Transactions

1.7

13.8

0.0

10.0

20.0

30.0

40.0

UBSH / First Market

Comparable

Transactions

Price

/

Tangible

Book

Value

(1)

(%)

Core

Deposit

Premium

(2)

(%)

•

Virginia’s 11

th

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

Consumer

Deposits

75.0%

Business

Deposits

25.0%

$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

Supermarket Relationship

•

Successful

supermarket

partnership

generates

retail

customer

relationships

Median

Aggregate Deposits of In-Store Locations ($MM)

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

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

•

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

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

NPAs / Loans + OREO

Peer Group

(1)

First Market

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

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

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

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%

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.

&

Creating Richmond and Central Virginia’s Bank of

Choice

Questions?

Thank you!