UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Commission file number: 0-20293

UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)

VIRGINIA 54-1598552
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)

212 North Main Street, P.O. Box 446, Bowling Green, Virginia 22427
(Address or principal executive offices) (Zip code)

(804) 633-5031
(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of voting stock held by non-affiliates of the
registrant as of February 22, 2002 was $142,311,800.

Number of shares of common stock outstanding as of February 22, 2002
was 7,543,068.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 2001 are incorporated into Part II of this Form 10-K and
portions of the Proxy Statement for the 2002 Annual Meeting of Shareholders are
incorporated into Part III of this Form 10-K.

UNION BANKSHARES CORPORATION
FORM 10-K
INDEX
-----

PART 1

Page
----

Item 1. Business ................................................................... 1
Item 2. Properties ................................................................. 8
Item 3. Legal Proceedings .......................................................... 9
Item 4. Submission of Matters to a Vote of Security Holders ........................ 9

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ...... 10
Item 6. Selected Financial Data .................................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations ................................................................. 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................. 10
Item 8. Financial Statements and Supplementary Data ................................ 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ................................................................. 10

PART III

Item 10. Directors and Executive Officers ........................................... 11
Item 11. Executive Compensation ..................................................... 12
Item 12. Security Ownership of Certain Beneficial Owners and Management ............. 12
Item 13. Certain Relationships and Related Transactions ............................. 12

PART IV

Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K ........... 13

PART I

Item 1. - Business

GENERAL

Union Bankshares Corporation (the "Company") is a multi-bank holding
company organized under Virginia law which is headquartered in Bowling Green,
Virginia. The Company is committed to the delivery of financial services through
its four affiliated community banks, Union Bank & Trust Company ("Union Bank"),
Northern Neck State Bank ("Northern Neck Bank"), Rappahannock National Bank
("Rappahannock Bank") and the Bank of Williamsburg (collectively, the
"Subsidiary Banks"), and two non-bank financial services affiliates, Union
Investment Services, Inc. ("Union Investment") and Mortgage Capital Investors,
Inc. ("MCI").

The Company was formed in connection with the July 1993 merger of
Northern Neck Bankshares Corporation with and into Union Bancorp, Inc. On
September 1, 1996, King George State Bank and on July 1, 1998, Rappahannock
National Bank became wholly-owned subsidiaries of the Company. On February 22,
1999, the Bank of Williamsburg began business as a newly organized bank focusing
on the Williamsburg market. In June 1999, King George State Bank was merged into
Union Bank and ceased to be a subsidiary bank.

Each of the Subsidiary Banks is a full service retail commercial bank
offering a wide range of banking and related financial services, including
checking, savings, certificates of deposit and other depository services, and
loans for commercial, industrial, residential mortgage and consumer purposes.
The Subsidiary Banks also issue credit cards and can deliver automated teller
machine services through the use of reciprocally shared ATMs in the STAR, CIRRUS
and PLUS networks. During 2001, all the banks began offering Internet Banking
access for banking services.

Union Bankshares Corporation had assets of $983 million, deposits of
$784 million, and shareholders' equity of $89 million at December 31, 2001. The
Company serves, through its Subsidiary Banks, the Virginia counties of Caroline,
Hanover, King George, King William, Spotsylvania, Stafford, Richmond,
Westmoreland, Essex, Lancaster, Northumberland, the City of Williamsburg, James
City County and the City of Fredericksburg. Late in 2001, the Company finalized
plans to open a loan production office servicing Newport News beginning in
January 2002. Through its Subsidiary Banks, the Company operated twenty-nine
branches in its primary trade area at year end.

Union Investment has provided securities, brokerage and investment
advisory services since February 1993. It is a full service brokerage company
which offers a wide range of investment services, and sells annuities, mutual
funds, bonds and stocks.

On February 22, 1999, the Company opened the Bank of Williamsburg, a
full service bank headquartered in Williamsburg, Virginia. The bank was
organized and

chartered under the laws of Virginia in February 1999. On March 20, 2000, the
Bank of Williamsburg moved into its current headquarters located at 5125 John
Tyler Parkway in Williamsburg. The Bank of Williamsburg's primary trade area is
Williamsburg and surrounding James City County. The opening of the loan
production office will extend the Bank's lending area to the Newport News/
Tidewater market.

On February 11, 1999, the Company acquired CMK Corporation t/a
"Mortgage Capital Investors," a mortgage loan brokerage company headquartered in
Springfield, Virginia, by merger of CMK Corporation into Mortgage Capital
Investors, Inc., a wholly owned subsidiary of Union Bank. MCI has seven offices
in Virginia (3), Maryland (3) and South Carolina (1) and is also licensed to do
business in Connecticut, New Jersey and Washington, D.C. MCI provides a variety
of mortgage products to customers in those states. The mortgage loans originated
by MCI are generally sold in the secondary market through purchase agreements
with institutional investors. MCI also offers insurance services to its
customers through a joint venture with an insurance agency.

The Company has two reportable segments: traditional full service
community banks and a mortgage loan origination business, each as described
above. See Note 17 to the Notes to Consolidated Financial Statements and the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that are included in the Company's 2001 Annual Report
to Shareholders for certain financial and other information about each of the
Company's operating segments.

ACQUISITION PROGRAM

The Company looks to expand its market area and increase its market
share through internal growth, de novo expansion and strategic acquisitions. On
November 9, 2001, the Company's Northern Neck Bank subsidiary purchased the
Tappahannock branch from Citizens & Farmers Bank. This purchase added $14.9
million in deposits and about $2.7 million in loans to the subsidiary's balance
sheet. This site offers a better location from which to serve the Northern Neck
Bank's customers with more potential for deposit and loan growth.

COMPETITION

The Company experiences competition in all aspects of its business. In
its market area, the Company competes with large national and regional financial
institutions, savings and loans and other independent community banks, as well
as credit unions, mutual funds and life insurance companies. Competition has
increasingly come from out-of-state banks through their acquisitions of
Virginia-based banks. Competition for deposits and loans is affected by factors
such as interest rates offered, the number and location of branches and types of
products offered, as well as the reputation of the institution.

SUPERVISION AND REGULATION

Bank holding companies and banks are extensively regulated under both
federal and state law. The following description briefly addresses certain
provisions of federal and state laws and certain regulations and proposed
regulations and the potential impact of such provisions on the Company and the
Subsidiary Banks. To the extent statutory or regulatory provisions or proposals
are described herein, the description is qualified in its entirety by reference
to the particular statutory or regulatory provisions or proposals.

Bank Holding Companies

As a bank holding company registered under the Bank Holding Company Act
of 1956 (the "BHCA"), the Company is subject to regulation by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). The
Federal Reserve Board has jurisdiction under the BHCA to approve any bank or
non-bank acquisition, merger or consolidation proposed by a bank holding
company. The BHCA generally limits the activities of a bank holding company and
its subsidiaries to that of banking, managing or controlling banks, or any other
activity that is so closely related to banking or to managing or controlling
banks as to be a proper incident thereto.

Since September 1995, the BHCA has permitted bank holding companies
from any state to acquire banks and bank holding companies located in any other
state, subject to certain conditions, including nationwide and state imposed
concentration limits. Banks are also able to branch across state lines, provided
certain conditions are met, including that applicable state law must expressly
permit such interstate branching. Virginia has adopted legislation that permits
branching across state lines, provided there is reciprocity with the state in
which the out-of-state bank is based.

There are a number of obligations and restrictions imposed on bank
holding companies and their depository institution subsidiaries by federal law
and regulatory policy that are designed to reduce potential loss exposure to the
depositors of such depository institutions and to the Federal Deposit Insurance
Corporation (the "FDIC") insurance funds in the event the depository institution
becomes in danger of default or is in default. For example, under a policy of
the Federal Reserve Board with respect to bank holding company operations, a
bank holding company is required to serve as a source of financial strength to
its subsidiary depository institutions and to commit resources to support such
institutions in circumstances where it might not do so absent such policy. In
addition, the "cross-guarantee" provisions of federal law require insured
depository institutions under common control to reimburse the FDIC for any loss
suffered or reasonably anticipated by either the Savings Association Insurance
Fund ("SAIF") or the Bank Insurance Fund ("BIF") as a result of the default of a
commonly controlled insured depository institution in danger of default. The
FDIC may decline to enforce the cross-guarantee provisions if it determines that
a waiver is in the best interest of the SAIF or the BIF or both. The FDIC's
claim for damages is superior to claims of stockholders of the insured
depository institution or its holding company but is subordinate to claims of
depositors, secured creditors and holders of subordinated debt (other than
affiliates) of the commonly controlled insured depository institutions.

The Federal Deposit Insurance Act (the "FDIA") also provides that
amounts received from the liquidation or other resolution of any insured
depository institution by any receiver must be distributed (after payment of
secured claims) to pay the deposit liabilities of the institution prior to
payment of any other general creditor or stockholder. This provision would give
depositors a preference over general and subordinated creditors and stockholders
in the event a receiver is appointed to distribute the assets of the bank.

The Company is registered under the bank holding company laws of
Virginia. Accordingly, the Company and the Subsidiary Banks are subject to
regulation and supervision by the State Corporation Commission of Virginia (the
"SCC").

Capital Requirements

The Federal Reserve Board, the Office of the Comptroller of the
Currency (the "OCC") and the FDIC have issued substantially similar risk-based
and leverage capital guidelines applicable to United States banking
organizations. In addition, those regulatory agencies may from time to time
require that a banking organization maintain capital above the minimum levels
because of its financial condition or actual or anticipated growth. Under the
risk-based capital requirements of these federal bank regulatory agencies, the
Company and each of the Subsidiary Banks are required to maintain a minimum
ratio of total capital to risk-weighted assets of at least 8%. At least half of
the total capital is required to be "Tier 1 capital", which consists principally
of common and certain qualifying preferred shareholders' equity, less certain
intangibles and other adjustments. The remainder ("Tier 2 capital") consists of
a limited amount of subordinated and other qualifying debt (including certain
hybrid capital instruments) and a limited amount of the general loan loss
allowance. The Tier 1 and total capital to risk-weighted asset ratios of the
Company as of December 31, 2001 were 11.14% and 12.16%, respectively, exceeding
the minimum requirements.

In addition, each of the federal regulatory agencies has established a
minimum leverage capital ratio (Tier 1 capital to average tangible assets)
("Tier 1 leverage ratio"). These guidelines provide for a minimum Tier 1
leverage ratio of 4% for banks and bank holding companies that meet certain
specified criteria, including that they have the highest regulatory examination
rating and are not contemplating significant growth or expansion. The Tier 1
leverage ratio of the Company as of December 31, 2001, was 8.35%, which is above
the minimum requirements. The guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets.

Limits on Dividends and Other Payments

The Company is a legal entity, separate and distinct from its
subsidiary institutions. A significant portion of the revenues of the Company
result from dividends paid to it by the Subsidiary Banks. There are various
legal limitations applicable to the

payment of dividends by the Subsidiary Banks to the Company, as well as the
payment of dividends by the Company to its respective shareholders.

Under federal law, the Subsidiary Banks may not, subject to certain
limited exceptions, make loans or extensions of credit to, or investments in the
securities of, the Company or take securities of the Company as collateral for
loans to any borrower. The Subsidiary Banks are also subject to collateral
security requirements for any loans or extensions of credit permitted by such
exceptions.

The Subsidiary Banks are subject to various statutory restrictions on
their ability to pay dividends to the Company. Under the current supervisory
practices of the Subsidiary Banks' regulatory agencies, prior approval from
those agencies is required if cash dividends declared in any given year exceed
net income for that year plus retained net profits of the two proceeding years.
The payment of dividends by the Subsidiary Banks or the Company may also be
limited by other factors, such as requirements to maintain capital above
regulatory guidelines. Bank regulatory agencies have the authority to prohibit
the Subsidiary Banks or the Company from engaging in an unsafe or unsound
practice in conducting their business. The payment of dividends, depending on
the financial condition of the Subsidiary Banks, or the Company, could be deemed
to constitute such an unsafe or unsound practice.

Under the FDIA, insured depository institutions such as the Subsidiary
Banks are prohibited from making capital distributions, including the payment of
dividends, if, after making such distribution, the institution would become
"undercapitalized" (as such term is used in the statute). Based on the
Subsidiary Banks' current financial condition, the Company does not expect that
this provision will have any impact on its ability to obtain dividends from the
Subsidiary Banks.

In addition to dividends it receives from the Subsidiary Banks, the
Company receives management fees from its affiliated companies for various
services provided to them including: data processing, item processing, customer
accounting, financial accounting, human resources, funds management, credit
administration, sales and marketing, collections and internal audit. These fees
are charged to each subsidiary based upon various specific allocation methods
measuring the usage of such services by that subsidiary. The fees are eliminated
in the consolidation process.

The Subsidiary Banks

The Subsidiary Banks are supervised and regularly examined by the
Federal Reserve Board and the SCC, and in the case of Rappahannock National
Bank, the OCC. The various laws and regulations administered by the regulatory
agencies affect corporate practices, such as the payment of dividends, incurring
debt and acquisition of financial institutions and other companies, and affect
business practices, such as the payment of interest on deposits, the charging of
interest on loans, types of business conducted and location of offices.

The Subsidiary Banks are also subject to the requirements of the
Community Reinvestment Act (the "CRA"). The CRA imposes on financial
institutions an affirmative and ongoing obligation to meet the credit needs of
the local communities, including low- and moderate-income neighborhoods,
consistent with the safe and sound operation of those institutions. Each
financial institution's efforts in meeting community credit needs currently are
evaluated as part of the examination process pursuant to twelve assessment
factors. These factors also are considered in evaluating mergers, acquisitions
and applications to open a branch or facility.

As an institution with deposits insured by the BIF, the Bank also is
subject to insurance assessments imposed by the FDIC. There is a base assessment
for all institutions. In addition, the FDIC has implemented a risk-based
assessment schedule, imposing assessments ranging from zero to 0.27% of an
institution's average assessment base. The actual assessment to be paid by each
BIF member is based on the institution's assessment risk classification, which
is determined based on whether the institution is considered "well capitalized,"
"adequately capitalized" or "undercapitalized," as such terms have been defined
in applicable federal regulations, and whether such institution is considered by
its supervisory agency to be financially sound or to have supervisory concerns.
In 2001, the Company paid only the base assessment rate through the Subsidiary
Banks which amounted to $130,286 in deposit insurance premiums.

Other Safety and Soundness Regulations

The federal banking agencies have broad powers under current federal
law to make prompt corrective action to resolve problems of insured depository
institutions. The extent of these powers depends upon whether the institutions
in question are "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." All such terms are defined under uniform regulations defining
such capital levels issued by each of the federal banking agencies.

The Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley Act of 1999 ("GLBA") was signed into law on
November 12, 1999. The main purpose of GLBA is to permit greater affiliations
within the financial services industry, primarily banking, securities and
insurance. The provisions of GLBA that are believed to be of most significance
to the Company are discussed below.

GLBA repeals sections 20 and 32 of the Glass-Steagall Act, which
separated commercial banking from investment banking, and substantially amends
the BHCA, which limited the ability of bank holding companies to engage in the
securities and insurance businesses. To achieve this purpose, GLBA creates a new
type of company, the "financial holding company." A financial holding company
may engage in or acquire companies that engage in a broad range of financial
services, including

. securities activities such as underwriting, dealing, brokerage,
investment and merchant banking; and

. insurance underwriting, sales and brokerage activities.

A bank holding company may elect to become a financial holding company only if
all of its depository institution subsidiaries are well-capitalized,
well-managed and have at least a satisfactory Community Reinvestment Act rating.
For various reasons, the Company has not elected to be treated as a financial
holding company under GLBA.

GLBA establishes a system of functional regulation under which the federal
banking agencies will regulate the banking activities of financial holding
companies and banks' financial subsidiaries, the Securities and Exchange
Commission ("SEC") will regulate their securities activities and state insurance
regulators will regulate their insurance activities.

GLBA and certain new regulations issued by federal banking agencies also
provide new protections against the transfer and use by financial institutions
of consumers nonpublic personal information. A financial institution must
provide to its customers, at the beginning of the customer relationship and
annually thereafter, the institution's policies and procedures regarding the
handling of customers' nonpublic personal financial information. The new privacy
provisions generally prohibit a financial institution from providing a
customer's personal financial information to unaffiliated third parties unless
the institution discloses to the customer that the information may be so
provided and the customer is given the opportunity to opt out of such
disclosure.

Many of GLBA's provisions, including the customer privacy protection
provisions, require the Federal bank regulatory agencies and other regulatory
bodies to adopt regulations to implement those respective provisions. Most of
the required implementing regulations have been proposed and/or adopted by the
bank regulatory agencies as of December 31, 2001. Neither the provisions of GLBA
nor the act's implementing regulations as proposed or adopted have had a
material impact on the Company's or the Subsidiary Banks' regulatory capital
ratios (as discussed above) or ability to continue to operate in a safe and
sound manner.

Item 2. - Properties

The Company, through its subsidiaries, owns or leases buildings that
are used in the normal course of business. The main office is located at 212 N.
Main Street, Bowling Green, Virginia, in a building owned by the Company. The
Company's subsidiaries own or lease various other offices in the counties and
cities in which they operate. See Notes to Consolidated Financial Statements for
information with respect to the amounts at which bank premises and equipment are
carried and commitments under long-term leases.

Unless otherwise indicated, the properties below are owned by the
Company and its subsidiaries as of December 31, 2001.

Locations
---------

Corporate Headquarters
212 North Main Street, Bowling Green, Virginia

Banking Offices - Union Bank & Trust Company
211 North Main Street, Bowling Green, Virginia
Route 1, Ladysmith, Virginia
Route 301, Port Royal, Virginia
4540 Lafayette Boulevard, Fredericksburg, Virginia
Route 1 and Ashcake Road, Ashland, Virginia
4210 Plank Road, Fredericksburg, Virginia
10415 Courthouse Road, Fredericksburg, Virginia
10469 Atlee Station Road, Ashland, Virginia
700 Kenmore Avenue, Fredericksburg, Virginia
Route 360, Manquin, Virginia
9534 Chamberlayne Road, Mechanicsville, Virginia
Cambridge and Layhill Road, Falmouth, Virginia (leased)
Massaponax Church Road and Route 1, Spotsylvania, Virginia (leased)
Brock Road and Route 3, Fredericksburg, Virginia (leased)
2811 Fall Hill Avenue, Fredericksburg, Virginia
6110 Mechanicsville Turnpike, Mechanicsville, Virginia (leased)
10045 Kings Highway, King George, Virginia
840 McKinney Blvd., Colonial Beach, Virginia

Banking Offices - Northern Neck State Bank
5839 Richmond Road, Warsaw, Virginia
4256 Richmond Road, Warsaw, Virginia
Route 3, Kings Highway, Montross, Virginia
Route 17 and Earl Street, Tappahannock, Virginia (closed)
1649 Tappahannock Blvd, Tappahannock, Virginia
1660 Tappahannock Blvd (Walmart), Tappahannock, Virginia (leased)
15043 Northumberland Highway, Burgess, Virginia
284 North Main Street, Kilmarnock, Virginia
876 Main Street, Reedville, Virginia
485 Chesapeake Drive, White Stone, Virginia

Banking Office - Rappahannock National Bank
257 Gay Street, Washington, Virginia

Banking Office - Bank of Williamsburg
5125 John Tyler Parkway, Williamsburg, Virginia (land lease)

Union Investment Services, Inc.
111 Davis Court, Bowling Green, Virginia
10469 Atlee Station Road, Ashland, Virginia
2811 Fall Hill Avenue, Fredericksburg, Virginia

Mortgage Capital Investors, Inc. (All leased)
5835 Allentown Way, Camp Spring, Maryland
5440 Jeff Davis Highway, #103, Fredericksburg, Virginia
3 Hillcrest Drive #A100, Frederick, Maryland
7501 Greenway Center, Greenbelt, Maryland
7901 N. Ocean Boulevard, Myrtle Beach, South Carolina
6330 Newtown Road, #211, Norfolk, Virginia
6571 Edsall Road, Springfield, Virginia

Item 3. - Legal Proceedings

In the ordinary course of its operations, the Company and its
subsidiaries are parties to various legal proceedings. Based on the information
presently available, and after consultation with legal counsel, management
believes that the ultimate outcome in such proceedings, in the aggregate, will
not have a material adverse effect on the business or the financial condition or
results of operations.

Item 4. - Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 2001.

PART II

Item 5. - Market for Registrant's Common Equity and Related Stockholder Matters

This information is incorporated herein by reference from the inside
back cover of the Annual Report to Shareholders for the year ended December 31,
2001.

Item 6. - Selected Financial Data

This information is incorporated herein by reference from the section
captioned "Selected Financial Data" on page 5 in the Annual Report to
Shareholders for the year ended December 31, 2001.

Item 7. - Management's Discussion and Analysis of Financial Condition and
Results of Operations

The information required under this item is incorporated herein by
reference from the section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 10 through 20 in the
Annual Report to Shareholders for the year ended December 31, 2001.

Item 7A. - Quantitative and Qualitative Disclosures About Market Risk

This information is incorporated herein by reference from the
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 12 through 13 of the Annual Report to Shareholders for the
year ended December 31, 2001.

Item 8. - Financial Statements and Supplementary Data

This information is incorporated herein by reference from the
Consolidated Financial Statements on pages 21 through 40 and the Quarterly
Earnings Summary on page 4 of the Annual Report to Shareholders for the year
ended December 31, 2001.

Item 9. - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

PART III

Item 10. - Directors and Executive Officers of the Registrant

This information, as applicable to directors, is incorporated herein by
reference from pages 2 and 3 of the Proxy Statement for the Annual Meeting of
Shareholders to be held April 16, 2002 ("Proxy Statement") from the section
titled "Election of Directors." Executive officers of the Company are listed
below:

Title and Principal Occupation
Name (Age) During Past Five Years
- ---------- ----------------------

G. William Beale (52) President and Chief Executive Officer of the Company
since its inception; President of Union Bank since
1991.

D. Anthony Peay (42) Senior Vice President since 2000 and Vice President
and Chief Financial Officer of the Company since
December 1994.

John C. Neal (52) Executive Vice President and Chief Operating Officer
of Union Bank since 1997.

N. Byrd Newton (58) President and Chief Executive Officer of Northern
Neck State Bank since 2000 and Senior Vice President
and Secretary since 1992.

Information on Section 16(a) beneficial ownership reporting compliance
for the directors and executive officers of the Company is incorporated herein
by reference from page 12 of the Proxy Statement from the section titled
"Section 16(a) Beneficial Ownership Reporting Compliance."

Item 11. - Executive Compensation

This information is incorporated herein by reference from page 4 and 6
through 10 of the Proxy Statement from the sections titled "Election of
Directors--Directors' Fees" and "Executive Compensation."

Item 12. - Security Ownership of Certain Beneficial Owners and Management

This information is incorporated herein by reference from page 5 of the
Proxy Statement from section titled "Ownership of Company Common Stock."

Item 13. - Certain Relationships and Related Transactions

This information is incorporated herein by reference from pages 11 of
the Proxy Statement from the section titled "Interest of Directors and Officers
in Certain Transactions."

PART IV

Item 14. - Exhibits, Financial Statement Schedules and Reports on Form 8-K

The following documents are filed as part of this report:

(a)(1) Financial Statements

The following documents are included in the 2001 Annual Report
to Shareholders and are incorporated by reference in this
report:

Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditor's Report

(a)(2) Financial Statement Schedules

All schedules are omitted since they are not required, are not
applicable, or the required information is shown in the
consolidated financial statements or notes thereto.

(a)(3) Exhibits

Exhibit No. Description
----------- -----------

3.1 Articles of Incorporation (incorporate by reference to
Form S-4 Registration Statement; SEC file no.
33-60458)
3.2 By-Laws (incorporated by reference to Form S-4
Registration Statement; SEC file no. 33-60458)
10.1 Change in Control Employment Agreement of G. William
Beale (incorporated by reference to the registrant's
Annual Report on Form 10-K for the year ended December
31, 1996)
10.2 Employment Agreement of G. William Beale (incorporated
by reference to the registrant's Annual Report on Form
10 K for the year ended December 31, 1999).
10.3 Change in Control Employment Agreement of D. Anthony
Peay
11.0 Statement re: Computation of Per Share Earnings
(incorporated by reference to note 12 of the notes to
consolidated financial statements included in the 2001
Annual Report to Shareholders)
13.0 2001 Annual Report to Shareholders
21.0 Subsidiaries of the Registrant
23.1 Consent of Yount, Hyde & Barbour, P.C.

(b) Reports on Form 8-K
None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Union Bankshares Corporation

By: / s/ G. William Beale Date: March 27, 2002
------------------------------
G. William Beale President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 27, 2002.

Signature Title
--------- -----

/s/ G. William Beale President, Chief Executive Officer and
- --------------------------------
G. William Beale Director (principal executive officer)

/s/ Frank B. Bradley, III Director
- -------------------------
Walton Mahon

/s/ Ronald L. Hicks Chairman of the Board of Directors
- ---------------------------
Ronald L. Hicks

/s/ W. Tayloe Murphy, Jr Vice Chairman of the Board of Directors
- ---------------------------
W. Tayloe Murphy, Jr.

/s/ Walton Mahon Director
- ---------------------------
Walton Mahon

/s/ D. Anthony Peay Senior Vice President and Chief
- ---------------------------
D. Anthony Peay Financial Officer (principal
financial officer)

/s/ M. Raymond Piland, III Director
- ----------------------------
M. Raymond Piland, III

/s/ A.D. Whittaker Director
- ---------------------------------
A.D. Whittaker

/s/ William M. Wright Director
- ---------------------------
William M. Wright