Exhibit 10.5  UNION BANKSHARES, INC.  FIRST AMENDMENT TO ADOPTION AGREEMENT  This First Amendment to Adoption Agreement (this "First Amendment") is made by Union Bankshares, Inc. ("Bankshares") and Union Bank, Inc. ("Bank"), each of which is a Participating Employer under the Plan (as hereinafter defined).  WITNESSETH  WHEREAS, in 2006 Bankshares, together with Bank as a Participating Employer, adopted that certain Executive Nonqualified Excess Plan (the "Plan") for the purpose of adopting an unfunded, nonqualified deferred compensation plan in compliance with Section 409A of the Internal Revenue Code;  WHEREAS, in connection with the adoption of the Plan, Bankshares and Bank executed that certain Adoption Agreement for the purpose of formally adopting the Plan;  WHEREAS, Bankshares and Bank wish to modify the terms of the Adoption Agreement as provided in this First Amendment;  NOW, THEREFORE, the Adoption Agreement is hereby amended as follows:  1. Amendment to Section 6.1.  Section 6.1 of the Adoption Agreement shall be deleted in its entirety and replaced with the following new Section 6.1:  "6.1 Payment Options:Any benefit payable under the Plan upon a Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participant Deferral Agreement:  1. Separation from Service other than Retirement (Retirement is defined by the Employer)  XX(a)A lump sum in cash as soon as practicable following the
date of the Qualifying Distribution Event.XX(b)Approximately equal annual installments over a term
certain as elected by the Participant (upon his entry into the
Plan or thereafter in compliance with Section 409A) not to
exceed 15 years.(c)Other:  2. Separation from Service due to Retirement  XX(a)A lump sum in cash as soon as practicable following the
date of the Qualifying Distribution Event.XX(b)Approximately equal annual installments over a term
certain as elected by the Participant (upon his entry into the
Plan or thereafter in compliance with Section 409A) not to
exceed 15 years.(c)Other:  3. Death  XX(a)A lump sum in cash upon the date of the Qualifying
Distribution Event.XX(b)Approximately equal annual installments over a term
certain as elected by the Participant (upon his entry into the
Plan or thereafter in compliance with Section 409A) not to
exceed 15 years.(c)Other:  4. Disability  (a)A lump sum in cash upon the date of the QualifyingDistribution Event.XX(b)Approximately equal annual installments over a term
certain as elected by the Participant (upon his entry into the
Plan or thereafter in compliance with Section 409A) not to
exceed 15 years.(c)Other:(d)Not applicable.  5. Change in Control  (a)A lump sum in cash upon the date of the QualifyingDistribution Event.(b)Approximately equal annual installments over a termcertain as elected by the Participant (upon his entry into the   Plan or thereafter in compliance with Section 409A) not to
exceed ____ years.(c)Other:XX(d)Not applicable (if not permitted in 5.6)"  2. No Other Amendments. Except as provided in paragraph 1 above, there are no other amendments to the Adoption Agreement, and the Adoption Agreement and shall remain in full force and effect.  IN WITNESS WHEREOF, this First Amendment has been executed effective as Nov. 19, 2008.  UNION BANKSHARES, INC.By: /s/ K.D. GibbonsName:Title:UNION BANK, INC.By: /s/ K.D. GibbonsName:Title: