0001144204-16-137360 Sample Contracts

Union Bankshares Corporation (a Virginia corporation)
Underwriting Agreement • December 1st, 2016 • Union Bankshares Corp • State commercial banks • New York

Union Bankshares Corporation, a Virginia corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (the “Underwriter”), with respect to the issue and sale by the Company, and the purchase by the Underwriter, of the $150,000,000 aggregate principal amount of the Company’s 5.00% Fixed-to-Floating Rate Subordinated Notes due December 15, 2026 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of December 5, 2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of December 5, 2016, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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