Exhibit 10.2



 SCHEDULE A 
 ADDITIONAL TERMS AND CONDITIONS 
 Company Information: 
 Name of the Company: Union Bankshares Corporation 
 Corporate or other organizational form: Stock Corporation 
 Jurisdiction of Organization: Commonwealth of Virginia 
 Appropriate Federal Banking Agency: Board of Governors of the Federal Reserve System 
  

			
	Notice Information:	  	G. William Beale
		  	President & Chief Executive Officer
		  	Union Bankshares Corporation
		  	211 North Main Street
		  	P.O. Box 446
		  	Bowling Green, Virginia 22427
		  	(804) 632-2121
		  	gwbeale@ubsh.com
		
		  	D. Anthony Peay
		  	Executive Vice President & Chief Financial Officer
		  	Union Bankshares Corporation
		  	211 North Main Street
		  	P.O. Box 446
		  	Bowling Green, VA 22427
		  	(804) 633-5031
		  	tpeay@ubsh.com

 Terms of the Purchase: 
 Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A 
 Per Share
Liquidation Preference of Preferred Stock: $1,000 
 Number of Shares of Preferred Stock Purchased: 59,000 
 Dividend Payment Dates on the Preferred Stock: February 15; May 15; August 15; November 15 
 Number of Initial Warrant Shares: 422,636 
 Exercise Price of the Warrant: $20.94 
 Purchase Price: $59,000,000 







 SCHEDULE A (continued) 
 Closing: 
  

			
	Location of Closing:	 	Hughes Hubbard & Reed LLP
		 	One Battery Park Plaza
		 	New York, NY 10004

 Time of Closing: 9:00 a.m. (New York time) 
 Date of Closing: December 19, 2008 
  

									
	Wire Information for Closing:	 		    		    		    	
		 		    		    		    	
		 		    		    		    	
		 		    		    		    	
		 		    		    		    	
			
	Wire Information Contact:	 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
			
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	
		 		    	








 SCHEDULE B  
 CAPITALIZATION 
 Capitalization Date: November 30, 2008 
 Common Stock 
 Par value: $1.33 per share 

Total Authorized: 36,000,000 shares 
 Outstanding: 13,541,476 shares 
 Subject to warrants, options, convertible securities, etc.: 278,545 shares 
 Reserved for benefit plans and other issuances: 751,963 shares 
 Remaining authorized but unissued: 21,428,016 shares 
 Shares issued after Capitalization Date (other than
pursuant to warrants, options, convertible securities, etc. as set forth above): 26,944 shares 
 Preferred Stock 
 Par value: $10.00 per share 
 Total
Authorized: 500,000 shares 
 Outstanding (by series): None 
 Reserved for issuance: None 
 Remaining authorized but unissued: 500,000 shares 







 SCHEDULE C 
 REQUIRED STOCKHOLDER APPROVALS 
  

					
	 	  	 Required
	  	 % Vote Required

	 Warrants — Common Stock Issuance
	  		  	
			
	 Charter Amendment
	  		  	
			
	 Stock Exchange Rules
	  		  	

 If no stockholder approvals are required, please so indicate by checking the box: x
 







 SCHEDULE D 
 LITIGATION 
 List any exceptions to the representation and warranty in Section 2.2(l) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x 







 SCHEDULE E 
 COMPLIANCE WITH LAWS 
 List any exceptions to the representation and warranty in the second sentence of
Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x 
 List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x 







 SCHEDULE F 
 REGULATORY AGREEMENTS 
 List any exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box: x 







 Exhibit 10.2 
 Form of Waiver 
 In consideration for the benefits I will receive as a result of my
employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are
required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. 
 I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that I have with
my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program. 
 This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the aforementioned
regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these
regulations on my employment relationship. 
  

							
	  
	  		  		  	  

	[name]	  		  		  	Date
	[title]