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): July 27, 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):

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

Item 8.01 Other Events

On July 27, 2009, Union Bankshares Corporation (NASDAQ: UBSH) announced that G. William Beale, President & CEO and D. Anthony Peay, EVP & CFO of Union Bankshares Corporation, will be presenting at the Keefe, Bruyette & Woods (KBW) 10th Annual Community Bank Investor Conference at the Waldorf Astoria, in New York City on Tuesday, July 28, 2009. A copy of the company’s press release is attached as Exhibit 99.1 and a copy of the Company’s investor presentation is attached as Exhibit 99.2. Both are hereby incorporated herein by reference. Certain 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 press release dated July 27, 2008.

99.2 Union Bankshares Corporation investor presentation slides for July 28, 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: July 28, 2009	By:	/s/    D. Anthony Peay
		D. Anthony Peay
		Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Contact:	D. Anthony Peay - (804) 632-2112 Executive Vice President/ Chief Financial Officer
Distribute to:	Virginia State/Local News lines, NY Times, AP, Reuters, S&P, Moody’s, Dow Jones, Investor Relations Service

July 27, 2009 Traded: NASDAQ Symbol: UBSH

Union Bankshares to Present at KBW’s 10^th Annual Community Bank Investor Conference on July 28, 2009

FOR IMMEDIATE RELEASE (Bowling Green, Virginia) — Union Bankshares Corporation (NASDAQ: UBSH) announced that G. William Beale, President & CEO and D. Anthony Peay, EVP & CFO of Union Bankshares Corporation, will be presenting at the Keefe, Bruyette & Woods (KBW) 10^th Annual Community Bank Investor Conference at the Waldorf Astoria, in New York City on Tuesday, July 28, 2009. The presentation is scheduled for approximately 9:00 a.m. Eastern Time.

The conference presentation may be viewed via live web cast and may be accessed at http://www.kbw.com/news/conferenceCommunity2009_Webcast.html. All audio and presentations will be archived for 60 days after the event. Any web cast related questions should be directed to HELPME@kbw.com or 212-887-6778.

ABOUT UNION BANKSHARES CORPORATION

Union Bankshares Corporation (the “Company” or “Union”) is one of the largest community banking organizations based in Virginia, providing full service banking to the Northern, Central, Rappahannock, Tidewater and Northern Neck regions of Virginia through its bank subsidiaries, Union Bank and Trust Company (42 locations in the counties of Albemarle, Caroline, Chesterfield, Fairfax, Fluvanna, Hanover, Henrico, King George, King William, Nelson, Spotsylvania, Stafford, Westmoreland, and the cities of Fredericksburg, Williamsburg, Newport News, Grafton and Charlottesville); Northern Neck State Bank (9 locations in the counties of Richmond, Westmoreland, Essex, Northumberland and Lancaster); and Rappahannock National Bank (7 locations in Washington, Front Royal, Middleburg, Warrenton and Winchester). Union Bank and Trust Company’s loan production office in Manassas was open through the first quarter of 2009 but was closed in early April 2009. Union Investment Services, Inc. provides full brokerage services; Union Mortgage Group, Inc. provides a full line of mortgage products; and Union Insurance Group, LLC offers various lines of insurance products. Union Bank and Trust Company also owns a non-controlling interest in Johnson Mortgage Company, LLC.

On March 14, 2008, the Company completed the previously announced merger of its affiliate Prosperity Bank & Trust Company into Union Bank and Trust Company (“Union Bank”).

On October 31, 2008, the Company completed the previously announced merger of its affiliate Bay Community Bank into Union Bank.

On March 30 2009, the Company and First Market Bank, FSB announced the signing of an agreement pursuant to which First Market Bank, FSB will merge with the Company in an all stock transaction valued at approximately $105.4 million. First Market Bank, FSB, a privately held federally chartered savings bank with over $1.3 billion in assets, operates 39 branches throughout central Virginia with 31 locations in the greater Richmond metropolitan area. Upon completion of the transaction, expected to occur before year end, the Company will become the largest Virginia based community banking organization with approximately 97 branch locations and total assets of over $4.0 billion.

Additional information is available on the Company’s website at www.ubsh.com. The shares of the Company are traded on the NASDAQ Global Select Market under the symbol “UBSH.”

FORWARD-LOOKING STATEMENTS

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 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger transaction with First Market Bank, Union has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement. The definitive proxy statement will be sent to the stockholders of Union seeking their approval of certain merger related matters at a later date. In addition, Union may file other relevant documents concerning the proposed transaction with the SEC. STOCKHOLDERS OF UNION ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders of Union may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the definitive proxy statement (when available) also may be obtained by directing a request by telephone or mail to Union Bankshares Corporation, Post Office Box 446, Bowling Green, Virginia 22427-0446, 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 release or incorporated into other filings the Company 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 transaction. 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 transaction may be obtained by reading the definitive proxy statement regarding the merger when it becomes available.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this release may be considered forward-looking statements. Such statements speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the proposed transaction with First Market Bank, including future financial and operating results that may be realized from the transaction as well as other statements of expectations regarding the transaction and any other statements regarding future results or expectations. Union intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Union’s ability to predict results, or the actual effects of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of Union include but are not limited to: (1) the businesses of acquired companies may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from acquisitions may not be fully realized or realized within the expected timeframe; (3) revenues following acquisitions may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by acquisitions; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete acquisitions on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, monetary and fiscal policies of the U. S. government (including policies of the U. S. Treasury and the Federal Reserve Board), the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, demand for financial services in its market areas, laws and regulations, and accounting principles, policies and guidelines; and (7) other risk factors detailed from time to time in filings made by Union with the SEC. Union undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.

EX-99.2

Investor Presentation

July 2009

Exhibit 99.2

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 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.

3

Overview

One of the Largest Virginia-Based

Financial Services Organization

Holding Company formed in 1993

Assets of $2.6 Billion

Comprehensive financial services

provider offering: banking,

mortgage, investment, brokerage

and insurance

Proven merger integrator

4

“Helping People Find

Financial Solutions”

Purpose Statement

5

Values

Customer Focus

Knowledge

Integrity & Trust

Respect

Partnership

6

Virginia Population Expansion

Source: Weldon Cooper Center, UVA

7

Experienced Leadership

Varied Backgrounds

Experienced Market Disruptions

Problem solvers

Gray Hair

8

Experienced Management Team

488

27

10

53

Senior Leadership Team (18)

(includes Exec Mgmt Team)

Average

144

29

13

54

Executive Management Team (5)

Average

Total Years

in Banking

Yrs

in

Pos

Age

Financials

10

$1,264,841

$1,362,254

$1,549,445

$1,747,820

$1,874,088

$1,871,506

$0

$400,000

$800,000

$1,200,000

$1,600,000

$2,000,000

$2,400,000

2004

2005

2006

2007

2008

2009 Q2

Strong Balance Sheet Growth

$1,672,210

$1,824,958

$2,092,891

$2,301,397

$2,551,932

$2,615,447

$0

$500,000

$1,000,000

$1,500,000

$2,000,000

$2,500,000

$3,000,000

2004

2005

2006

2007

2008

2009 Q2

$1,314,317

$1,456,515

$1,665,908

$1,659,578

$1,926,999

$1,997,364

$0

$400,000

$800,000

$1,200,000

$1,600,000

$2,000,000

$2,400,000

2004

2005

2006

2007

2008

2009 Q2

CAGRs

from year ended 2004-2008

Assets ($M)

Deposits ($M)

Loans ($M)

CAGR = 11.15%

CAGR = 10.04%

CAGR = 10.33%

11

Loan Composition Q2 2009

1-4 Family Loans 15.64%

Second Mortgages 1.95%

Commercial RE Loans

29.82%

Other Loans 2.17%

Commercial Loans 7.71%

Credit Card Loans 0.77%

Other Consumer Loans

8.83%

Home Equity Loans 10.46%

Construction Loans 22.66%

12

Commercial Real Estate

Commercial Real Estate Portfolio by Type

Small Mixed Use Building, 3.9%

Multi Family, 6.8%

Retail, 14.3%

Office, 7.1%

Office Warehouse, 9.9%

Hotel, Motel, B&B, 5.8%

Special Use, 6.2%

Other, 2.0%

Owner-Occupied

Commercial RE, 44.1%

Q2 2009

13

Construction & Land Development

Q2 2009

Construction, Land Development, and Other Land Loans by Type

Raw Land, 20.4%

Consumer

Construction, 3.9%

Other,

2.8%

Land Development /

Commercial Lots, 18.8%

Construction Loans to

Builders, 13.6%

Residential

Builder Lots, 10.4%

Residential

Non-Builder Lots, 8.1%

Commercial

Construction, 21.9%

14

1.30%

-0.06%

0.19%

1.26%

0.03%

0.09%

1.24%

0.01%

0.10%

1.11%

0.03%

0.06%

1.36%

0.21%

0.55%

1.58%

0.63%

0.86%

-0.20%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

2004

2005

2006

2007

2008

2009 Q2

Allowance to Loans

Charge-offs to Avg Loans, Net

Provision for loan losses as % of average loans

Asset Quality

Annualized

15

Asset Quality

$0

$6,000

$12,000

$18,000

$24,000

$30,000

$36,000

$42,000

$48,000

$54,000

$60,000

2003

2004

2005

2006

2007

2008

2009 Q2

Allowance for Loan Losses

Nonperforming assets

16

NPA’s

by Type

Q2 2009

NPAs

by Type

Commercial, 7.3%

Commercial Non Owner-

Occupied, 15.3%

Commercial Owner-Occupied,

0.6%

Construction and Land

Development, 43.4%

Consumer, 3.3%

OREO, 26.2%

OREO / Real Estate

Investment, 1.9%

Other, 2.1%

17

NPA’s

by Market

NPAs by Market

Charlottesville, 7.3%

Richmond, 14.0%

Fredericksburg, 22.9%

Northern Neck, 24.7%

Hampton Roads, 0.6%

Rappahannock, 25.0%

Northern Virginia, 5.5%

Other, 0.0%

Q2 2009

18

Asset Quality vs. VA Peers

19

Delinquency

Source: SNL 2009 Q1

UBSH

Peer Median

NCLs/Lns: Tot Real Estate Lns (%)

2.22%

3.77%

NCLs/Lns: Const&Dev Lns (%)

5.00%

10.17%

NCLs/Lns: Rev 1-4 Fm Lns (%)

0.60%

0.53%

NCLs/Lns: Clsd-end 1-4 Fm Lns (%)

1.08%

1.80%

NCLs/Lns: Total 1-4 Fm Lns (%)

0.92%

1.46%

NCLs/Lns: Multifamily Lns (%)

0.00%

3.42%

NCLs/Lns: Farm Lns (%)

0.85%

1.57%

NCLs/Lns: Cmcl RE (Nofm/NoRes) (%)

1.70%

1.36%

NCLs/Lns: Cmcl RE & Farm Lns (%)

1.66%

1.27%

NCLs/Lns: Multifm,Cmcl RE,& Fm (%)

1.56%

1.43%

NCLs/Lns: Cred Card Loans (%)

1.38%

0.53%

Total Noncurrent Loans/ Loans (%)

2.04%

3.21%

Total Noncurrent Loans/ Assets (%)

1.49%

2.37%

20

Loan/Deposit Growth

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

$1,600,000

$1,800,000

$2,000,000

2004

2005

2006

2007

2008

2009 Q2

Loans

Deposits

21

Deposit Composition

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

DDA

NOW

MMDA

Savings

CD<100K

CD>100K

2007

2008

2009 Q2

22

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%

23

Net

Income

-

Quarterly

$5,148

$5,641

$5,357

$3,610

$3,652

$4,333

$4,255

$2,274

$1,753

$953

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

2007 Q1

2007 Q2

2007 Q3

2007 Q4

2008 Q1

2008 Q2

2008 Q3

2008 Q4

2009 Q1

2009 Q2

24

Non-Interest

Expense

less

Non-Interest

Income/Average

Assets

1.86%

1.89%

1.97%

2.24%

2.06%

2.01%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

2004

2005

2006

2007

2008

2009 Q2

Net

Noninterest

Expense/AA

25

Capital

11.63%

12.14%

12.78%

11.67%

14.56%

14.43%

7.48%

7.82%

6.75%

6.45%

6.09%

6.03%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

2004

2005

2006

2007

2008

2009 Q1

Tier 1 risk-based capital ratio

Total risk-based capital

Tier 1 capital to average adjusted total assets

Tangible Equity/Tangible Assets

26

Stock at a Glance

Shares Outstanding

13,595,004

52 Week Trading Range

$9.00 - $29.20

Stock Price (7/23/09)

$15.95

Market Cap (7/23/09)

$216.84M

Tangible Book Value Per Share

$11.25

P/E (trailing 12 Months)

18.33

Merger Update

&

Creating Richmond and

Central Virginia’s Bank of

Choice

29

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

th

to 6

th

in deposit

market

share

in

Virginia;

from

8

th

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)

30

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

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

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

31

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)

* 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: *

Early

4th

Quarter

of

2009

Corporate Structure

Pro Forma Overview

32

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

33

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)

(%)

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

34

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

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

th

35

Supermarket Relationship

•

Successful supermarket partnership generates retail customer relationships

Median Aggregate Deposits of In-Store Locations ($MM)

In-Store Locations Open 5+ Years*

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

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

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

36

•

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%

Due Diligence

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

37

             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

Capital Impact

Capital ratios projected at close

38

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%

39

Summary

Attractive branch footprint in growth

markets that will recover early

Experienced management team

Proven acquirer and integrator 

40

Proven Merger Integrator

Major operations consolidation in

1998

Acquisition and integration of

Northern Neck State Bank

King George State Bank

Rappahannock National Bank

Mortgage Capital Investors

Guaranty Bank

Numerous branch acquisitions

41

Additional Information and

Where to Find It

In connection with the proposed merger transaction with First Market Bank, Union has filed with the

Securities and Exchange Commission (the “SEC”) a preliminary proxy statement. The definitive proxy

statement will be sent to the stockholders of Union seeking their approval of certain merger related matters at

a later date. In addition, Union may file other relevant documents concerning the proposed transaction with

the SEC. STOCKHOLDERS OF UNION ARE URGED TO READ THE DEFINITIVE PROXY

STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN

CONNECTION

WITH

THE

PROPOSED

TRANSACTION

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT INFORMATION. Stockholders of Union may obtain free copies of these documents through

the website maintained by the SEC at http://www.sec.gov. Free copies of the definitive proxy statement

(when available) also may be obtained by directing a request by telephone or mail to Union Bankshares

Corporation, Post Office Box 446, Bowling Green, Virginia 22427-0446, 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 release or incorporated into other filings the company 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 transaction.

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

transaction may be obtained by reading the definitive proxy statement regarding the merger when it becomes

available.

42

Caution Regarding Forward-

Looking Statements

Certain statements made in this release may be considered forward-looking statements. Such statements speak only as of the

date of this release and are based on current expectations and involve a number of assumptions. These include statements as

to the anticipated benefits of the proposed transaction with First Market Bank, including future financial and operating results

that

may

be

realized

from

the

transaction

as

well

as

other

statements

of

expectations

regarding

the

transaction

and

any

other

statements regarding future results or expectations. Union intends such forward-looking statements to be covered by the safe

harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is

including this statement for purposes of these safe harbor provisions. Union’s ability to predict results, or the actual effects of

future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future

prospects

of

Union

include

but

are

not

limited

to:

(1)

the

businesses

of

acquired

companies

may

not

be

integrated

successfully

or

such

integration

may

be

more

difficult,

time-consuming

or

costly

than

expected;

(2)

expected

revenue

synergies and cost savings from acquisitions may not be fully realized or realized within the expected timeframe;

(3)

revenues

following

acquisitions

may

be

lower

than

expected;

(4)

customer

and

employee

relationships

and

business

operations

may

be

disrupted

by

acquisitions;

(5)

the

ability

to

obtain

required

regulatory

and

shareholder

approvals,

and

the

ability to complete acquisitions on the expected timeframe may be more difficult, time-consuming or costly than expected;

(6)

changes

in

interest

rates,

general

economic

conditions,

monetary

and

fiscal

policies

of

the

U.

S.

government

(including

policies of the U. S. Treasury and the Federal Reserve Board), the quality and composition of the loan and securities

portfolios, demand for loan products, deposit flows, competition, demand for financial services in its market areas, laws and

regulations,

and

accounting

principles,

policies

and

guidelines;

and

(7)

other

risk

factors

detailed

from

time

to

time

in

filings

made by Union with the SEC. Union undertakes no obligation to update or clarify these forward-looking statements, whether

as a result of new information, future events or otherwise.

Questions?