EXHIBIT 99

                                      PROXY
                          Rappahannock Bankshares, Inc.
                         Special Meeting of Shareholders
                                Held May __, 1998

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         The undersigned Shareholder hereby constitutes and appoints Elisabeth
J. Jones, James M. Fletcher, and John R. Conry, Jr., or any of them, proxies of
the undersigned, with full power of substitution, to vote the shares of common
stock of the undersigned at the Special Meeting of Shareholders of the Company
to be held at the Main Office of the Rappahannock National Bank of Washington
(the "Bank") located at 257 Gay Street, Washington, Virginia on _________, May
__, 1998 at 2:00 p.m.and at any adjournment of adjournments thereof, with all
powers the undersigned would possess if personally present:

ITEM 1: To consider and vote upon a proposal to approve the Plan of Merger
provided by an Agreement and Plan of Affiliation and Merger, dated February 25,
1998 (the Plan of Merger and the Agreement and Plan of Affiliation and Merger
are collectively referred to herein as the "Affiliation Agreement") by and
between the Company and Union Bankshares Corporation, a Virginia corporation
("Union") registered under the Bank Holding Company Act of 1956, a copy of which
is included as Annex A attached to the accompanying Prospectus and Proxy
Statement, pursuant to which (i) the Company shall merge with and into Union and
the Rappahannock National Bank of Washington shall become a wholly-owned
subsidiary of Union (the "Affiliation") and (ii) each outstanding share of the
Company common stock, par value $100.00 per share ("Company Common Stock")
(other than shares of dissenting Company Shareholders redeemed pursuant to
Article 15 of Title 13.1 of the Code of Virginia of 1950, as amended (the
"VSCA")), shall automatically become and be converted into 158.209 shares of
Union common stock, par value $4.00 per share ("Union Common Stock"). Cash will
be paid in lieu of fractional shares of Union Common Stock.

         _____FOR     _____AGAINST      _____ABSTAIN

ITEM 2: To take action upon such other matters as may properly come before the
meeting or any adjournment of adjournments thereof.

YOUR BOARD OF  DIRECTORS  RECOMMENDS A VOTE "FOR" ON ITEM 1 LISTED  ABOVE,  AND
YOUR PROXY WILL BE VOTED FOR ITEM 1 IF NO SPECIFICATION IS MADE.  IF ANY OTHER
MATTERS COME BEFORE THE MEETING, THIS PROXY BE VOTED WITH RESPECT THERETO IN THE
INTEREST OF THE COMPANY ACCORDING TO THE BEST JUDGMENT OF THE PERSON OR PERSONS
VOTING THE PROXY.

                                     (OVER)






         This proxy is revocable by you at any time prior to the voting of the
shares represented, by notifying the Secretary of the Company in writing before
such vote or by filing another proxy with the Secretary bearing a later date.
Shareholders who are present at the meeting may withdraw their proxy and vote in
person. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such. Both joint holders should sign.


Dated __________________________, 1998      _________________________(SEAL)

Number of Shares ___________                _________________________(SEAL)

                                            _________________________(SEAL)

Return to:
Rappahannock Bankshares, Inc.
257 Gay Street
Washington, Virginia 22747-0179