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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): March 16, 2005
UNION BANKSHARES COMPANY
(Exact name of registrant as specified in its charter)
Maine 0-12958 01-0395131
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
66 Main Street
Ellsworth, ME 04605
(Address of principal executive offices) (Zip Code)
(207) 667-2504
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement
On March 16, 2005, our Board of Directors adopted a resolution to
"freeze" all future benefit accruals under the Retirement Plan for the
Employees of Union Trust Company, a non-contributory defined benefit
pension plan, effective May 15, 2005. The purpose of the "freeze" is to
afford us flexibility in the retirement benefits that we provide while
preserving all retirement plan participants' earned and vested benefits and
managing the increasing costs associated with the retirement plan. We
incurred no early termination penalties in connection with the freezing of
the retirement plan. The freezing of the retirement plan will not have a
material effect on our financial condition.
In addition, our Board amended the Union Trust Company 401(k) Profit
Sharing Plan, a 401(k) plan available to all employees. The amendments to
the 401(k) plan include the following enhancements:
* An employer-paid match on amounts deferred by employees;
* An annual discretionary profit sharing contribution paid by us;
* Increased amounts eligible for pre-tax deferral by
participating employees;
* The addition of up to eighteen (18) investment choices;
* Availability of loans to participating employees from their
account balances in the 401(k) plan; and
* Daily access by participants to view and/or change their
investment elections.
In addition to the enhancements to the 401(k) plan, we have made
available our experienced staff of Planners and Consultants from the
Financial Services Division to assist each employee in better planning his
or her own financial future.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Election of Director
On March 16, 2005, Harry E. Mikkelson, C.P.A., was elected to serve
on our Board of Directors. Mr. Mikkelsen will serve on the Audit
Committee.
Retirement of Director
Consistent with our corporate governance policies, which provide that
each Director shall retire from the Board of Directors upon his or her 72nd
birthday, Mr. Richard C. Carver will retire as Director on April 14, 2005.
Item 8.01. Other Events
On March 16, 2005, our Board of Directors declared a cash dividend of
$0.40 per share of our common stock, to be paid on April 21, 2005 to
shareholders of record as of the close of business on March 25, 2005. The
press release announcing the cash dividend is included as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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99.1 Press release dated March 17, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNION BANKSHARES COMPANY
By: /s/ Timothy R. Maynard
Senior Vice President, Chief
Financial Officer
Date: March 22, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated March 17, 2005.