Exhibit

The Board of Directors (the Board) of Union Bankshares Corporation (Union or the "Corporation") believes that it is in the best interest of the Corporation to align the financial interests of Union executive officers with those of the Corporation’s shareholders. In this regard, the Compensation Committee (the Committee) recommended and the Board adopted minimum stock ownership and retention guidelines as set forth in this Policy. The Committee may modify this Policy and these guidelines in its discretion, to the extent permitted by the Corporation’s Bylaws.

This Policy is effective January 1, 2018, and supersedes the policy in effect January 31, 2013, and is applicable to any individual who is an executive officer of the Corporation, as defined in Section 16 of the Securities Exchange Act of 1934, as amended (the "Participants"). Questions regarding this Policy should be directed to the Corporation’s Chief Human Resource Officer.



Participant	Value of Shares Owned
Chief Executive Officer	3x Base Salary
President and Chief Financial Officer	2x Base Salary
Other Executive Officers	1x Base Salary

• Shares owned indirectly (e.g., by a spouse or a trust) if the Participant has a pecuniary interest in such shares

• Time vested restricted stock and/or restricted stock units granted under the Corporation’s incentive plans or other equity compensation arrangements

• Time vested phantom stock, payable in shares, granted under the Corporation's incentive plans or other equity compensation arrangements

All Participants must accumulate the minimum number of shares to satisfy the ownership guidelines over a five- year period. The period will be measured using the calendar year. Participants identified or hired in the future shall be required to accumulate the minimum number of shares beginning on January 1st of the year following hiring or promotion.

The Committee will review at least annually the value of a Participant’s holdings as of a selected date (the Valuation Date). The holdings value to be based on the average closing price of a share of the Corporation’s common stock for the 90 day period preceding the annual valuation date, the number of shares held in compliance with the guidelines, and the Participant’s then current base salary all determined as of the Valuation Date.

If a Participant is not in compliance with this Policy at any Valuation Date, such Participant must retain 50 percent of his or her vested full value shares of the Corporation’s common stock acquired through the Corporation’s incentive plans or other equity compensation arrangements after such Valuation Date.

If a Participant is not in compliance with this Policy at any Valuation Date, such Participant is prohibited from selling Corporation common stock acquired after such Valuation Date by exercising stock options. Notwithstanding the preceding sentence, Participants may immediately sell Corporation common stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax withholding.

Progress and compliance in achieving the minimum ownership guidelines will be reviewed at least annually and reported to the Committee.

Participants not in compliance with the minimum ownership guidelines will receive written notification from the Corporation that the Retention Ratio and Stock Option Holding Period described above will apply until the Participant provides written notification and documentation satisfactory to the Corporation indicating that he or she has come into compliance with this Policy.

The Committee may make changes to this Policy as it deems appropriate. Violations of this Policy may result in adjustments to incentive-based compensation, such as the loss of future grants of incentive plan awards.

The Committee shall be responsible for monitoring the application of this Policy. In the event of any conflict or inconsistency between this Policy and any other policies, plans, or other materials of the Corporation, this Policy shall govern.