G. William Beale
 
EMPLOYMENT AGREEMENT
 
     THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of April 1999,
by and between Union Bankshares Corporation, a Virginia corporation (the
"Company"), and G. William Beale (the "Executive").
 
                                   WITNESSETH
 
     WHEREAS, the Executive has heretofore been employed, and currently is
rendering services to the Company as President and Chief Executive Officer;
 
     WHEREAS, the Company considers the continued availability of the
Executive's services to be important to the management and conduct of the
Company's business and desires to secure for it the continued availability of
the Executive's services; and
 
     WHEREAS, the Executive is willing to make his services available to the
Company on the terms and subject to the conditions set forth herein.
 
     NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:
 
     1.  Employment.  Executive shall be employed as President and Chief
Executive Officer of Company.  The Executive shall have such duties and
responsibilities as are commensurate with such positions and shall also render
such other services and duties as may be reasonably assigned to him from time to
time by the Company, consistent with his positions as President and Chief
Executive Officer of the Company.  The Executive hereby accepts and agrees to
such employment.
 
     2.  Term of Employment.  This Agreement is effective April 1, 1999 (the
"Commencement Date") and will continue for a two year term to expire on March
31, 2001; provided that beginning on April 1, 2001 and on each April 1st
thereafter (each such April 1st is referred to as the "Renewal Date"), the term
of this Agreement will be automatically extended for an additional year from
such Renewal Date.  This Agreement will not, however, be extended if the Company
gives written notice to the Executive of its intent not to renew at least twelve
months in advance of a Renewal Date.  The last day of such term as so extended
from time to time is herein sometimes referred to as the "Expiration Date."
 
     3.  Compensation and Benefits.
 
     (a) Base Salary.  The Company shall pay the Executive an annual base salary
of $170,000 subject to adjustment as provided below (the "Base Salary"), which
will be payable in accordance with the payroll practices of the Company
applicable to all officers.  The Base Salary will be reviewed annually by the
Board of Directors and may be adjusted upward or downward in the sole discretion
of the Board of Directors.  In no event, however, will the Base Salary be less
than $170,000.
<PAGE>
 
     (b) Annual Bonus.  During the term of this Agreement, the Executive may be
entitled to receive annual cash bonus payments in such amounts and at such times
as may be determined by the Board of Directors of the Company.
 
     (c) Benefits.  During the term of the Agreement, Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock ownership,
or other plans, benefits and privileges given to employees and executives of the
Company, to the extent commensurate with his then duties and responsibilities,
as fixed by the Board of Directors of the Company.
 
     (d) Business Expenses.  The Company shall reimburse Executive or otherwise
provide for or pay for all reasonable expenses incurred by Executive in
furtherance of, or in connection with the business of the Company, including,
but not by way of limitation, travel expenses car allowance, and memberships in
professional organizations, subject to such reasonable documentation and other
limitations as may be established by the Board of Directors of the Company.
 
     (e) Vacation.  The  Executive  shall be entitled to such number of weeks of
vacation  per year as shall be  established  by the  Board of  Directors  of the
Company,  as modified from time to time, to be taken at such times and intervals
as shall be determined by the Executive with the approval of the Company,  which
approval shall not be unreasonably withheld.
 
     4.  Termination and Termination Benefits.
 
  Notwithstanding the provisions of Section 2, the Executive's employment
hereunder shall terminate under the following circumstances and shall be subject
to the following provisions:
 
     (a) Death.  In the event of the  Executive's  death during the  Executive's
employment hereunder,  the Executive's employment shall terminate on the date of
his death;  provided,  however, that the Company shall continue to pay an amount
equal to the Executive's Base Salary to the Executive's  beneficiary  designated
in writing to the Company  prior to his death (or to his estate,  if he fails to
make such  designation)  for six (6)  months  after the date of the  Executive's
death, at the Base Salary rate in effect on the date of his death, said payments
to be made on the same periodic dates as salary payments would have been made to
the Executive had he not died.
 
     (b) Disability.  The Executive's  employment hereunder may be terminated at
any time  because of the  Executive's  inability  to perform his duties with the
Company on a full time basis for 180 consecutive days or a total of at least 240
days in any twelve month period as a result of the Executive's incapacity due to
physical or mental illness (as determined by an independent  physician  selected
by the Board);  provided,  however,  that the Company  shall  provide  continued
medical  insurance in the Company's health plan for the benefit of the Executive
for a period of twelve (12) months after the date of such termination.
 
                                       2
<PAGE>
 
     (c) Termination by the Company for Cause. The Executive's employment may be
terminated  at any time  without  further  liability  on the part of the Company
effective  immediately  by a  two-thirds  vote of the Board of  Directors of the
Company for Cause by written notice to the Executive setting forth in reasonable
detail the nature of such Cause. Only the following shall constitute "Cause" for
such termination:
 
          (i)  continued  failure  by  the  Executive  for  reasons  other  than
disability  to  follow  reasonable  instructions  or  policies  of the  Board of
Directors  of the  Company  after  being  advised in  writing  of such  failure,
including  specific  actions or  inaction on the part of the  Executive  and the
particular  instruction  or  policy  involved,  and  being  given  a  reasonable
opportunity  and period (as determined by the Board of Directors of the Company)
to remedy such failure;
 
          (ii) gross  incompetence,  gross  negligence,  willful  misconduct  in
office  or breach  of a  material  fiduciary  duty  owed to the  Company  or any
subsidiary or affiliate thereof;
 
          (iii)  conviction of a felony or a crime of moral turpitude (or a plea
of nolo  contendere  thereto) or commission of an act of  embezzlement  or fraud
against the Company or any subsidiary or affiliate thereof;
 
          (iv) any breach by the Executive of a material term of this Agreement,
including without limitation  material failure to perform a substantial  portion
of his duties and responsibilities hereunder as established from time to time by
the Board of Directors of the Company;
 
          (v)  dishonesty  of the  Executive  with respect to the Company or any
subsidiary or affiliate thereof; or
 
          (vi)  the  willful  engaging  by the  Executive  in  conduct  that  is
demonstrably and materially  injurious to the Company,  monetarily or otherwise,
or any conduct  deemed by the Board of Directors of the Company to be immoral or
which may bring  embarrassment  or disrepute  to the  Company,  its good name or
status.
 
     (d)  Termination by the Company without Cause.  The Executive's  employment
may be terminated  without Cause by a two-thirds  vote of the Board of Directors
of the Company effective immediately by written notice to the Executive.  In the
event of  termination  without  Cause,  the  Executive  shall be entitled to the
benefits specified in Section 4(f).
 
                                       3
<PAGE>
 
          (e) Termination by the Executive. The Executive may terminate his
employment hereunder with or without Good Reason (as defined below) by written
notice to the Board of Directors of the Company effective 30 days after receipt
of such notice by the Board of Directors. In the event the Executive terminates
his employment hereunder for Good Reason, the Executive shall be entitled to the
benefits specified in Section 4(f). The Executive shall not be required to
render any further services to the Company. Upon termination of employment by
the Executive without Good Reason, the Executive shall be entitled to no further
compensation or benefits under this Agreement. "Good Reason" shall be (i) the
failure by the Company to comply with the provisions of Section 3 or material
breach by the Company of any other provision of this Agreement, which failure or
breach shall continue for more than 30 days after the date on which the Board of
Directors of the Company receives such notice, (ii) the assignment of the
Executive without his consent to a position, responsibilities, or duties of a
materially lesser status or degree of responsibility than his position,
responsibilities, or duties at the Commencement Date other than as a direct
result of the change in control of the Company (which is otherwise addressed
herein), or (iii) the requirement by the Company that the Executive be based at
any office that is greater than 50 miles from where the Executive's office is
located at the Commencement Date.
 
          (f) Certain Termination Benefits. In the event of termination by the
Company without Cause and other than for death or disability, or by the
Executive with Good Reason, the Executive shall be entitled to the following
benefits:
 
          (i) For the period  subsequent  to the date of  termination  until the
Expiration  Date,  the Company shall continue to pay the Executive a Base Salary
(not  including any bonus other than any unpaid bonus  relating to a fiscal year
          of the Company completed prior to the date of termination) at the rate
in effect
on the date of termination,  such payments to be made on the same periodic dates
as  salary  payments  would  have  been  made to the  Executive  had he not been
terminated.
 
          (ii) For the period subsequent to the date of termination until the
Expiration Date, the Executive shall continue to receive medical and life
insurance benefits pursuant to plans made available by the Company to its
employees at the expense of the Company to substantially the same extent the
Executive received such benefits on the date of termination (it being
acknowledged that the post-termination plans may be different from the plans in
effect on the date of termination). For purposes of application of such
benefits, the Executive shall be treated as if he had remained in the employ of
the Company, with a Base Salary at the rate in effect on the date of
termination.
 
          (iii) The Company's obligation to pay the Base Salary to the Executive
pursuant to subsection 4(f)(i) above shall terminate thirty (30) days after the
Executive obtains full-time employment with another employer that offers an
annualized base salary that is at least equal to 75% of the Base Salary being
paid by the Company.
 
                                       4
<PAGE>
 
          (iv) The Company's obligation to provide the Executive with medical
and insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in
the event the Executive becomes employed and has insurance made available to him
in connection with such employment.
 
     5. Change in Control of the Company. This Agreement will terminate in the
event there is a change in control of the Company, and the Change in Control
Agreement, dated October 22, 1996 and as it may hereafter be amended, between
the Company and the Executive will become effective and any termination benefits
will be determined and paid solely pursuant to such Change in Control Agreement.
 
     6. Mitigation; Exclusivity of Benefits.
 
     (a) The Executive shall not be required to mitigate the amount of any
benefits hereunder by seeking other employment or otherwise.
 
     (b) The specific arrangements referred to herein are not intended to
exclude any other benefits which may be available to the Executive upon a
termination of employment with the Company pursuant to employee benefit plans of
the Company or otherwise.
 
     7. Withholding. All payments required to be made by the Company hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Company may reasonably
determine should be withheld pursuant to any applicable law or regulation.
 
     8. Assignability. The Company may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any corporation, company or
other entity with or into which the Company may hereafter merge or consolidate
or to which the Company may transfer all or substantially all of their assets,
if in any such case said corporation, company or other entity shall by operation
of law or expressly in writing assume all obligations of the Company hereunder
as fully as if it had been originally made a party hereto, to the extent that
any such transaction does not trigger the operation of Section 5 above. The
Executive may not assign or transfer this Agreement or any rights or obligations
hereunder.
 
     9. Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
 
  To the Company:   Chairman of the Board
                    Union Bankshares Corporation
                    P. O. Box 446
                    211 North Main Street
                    Bowling Green, Virginia 22427
                    And at the Chairman's home address as shown on the
                    records of the Company.
 
                                       5
<PAGE>
 
  To the Executive: G. William Beale
                    16534 Tinder Drive
                    Woodford, Virginia  22580
 
     10. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Boards of Directors of the Company to sign on
their behalf. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
 
     11. Entire Agreement. This Agreement, together with the Change in Control
Employment Agreement, dated October 22, 1996 and as it may hereafter be amended,
entered into between the parties hereto, constitutes the entire agreement
between the parties with respect to the subject matter hereof and no agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement or in the Change in Control Employment Agreement. For
purposes of this Agreement, the term "Company" includes any subsidiaries of the
Company
 
     12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
 
     13. Nature of Obligations. Nothing contained herein shall create or require
the Company to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Company hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company.
 
     14. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
 
     15. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
 
                                       6
<PAGE>
 
     16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
 
     IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
 
 
                                                  UNION BANKSHARES CORPORATION
 
 
                                                  By:  /s/ Ronald L. Hicks
                                                     ---------------------------
                                                        Ronald L. Hicks
                                                        Chairman of the Board
 
 
                                                  EXECUTIVE
 
 
                                                       /s / G. William Beale
                                                  ------------------------------
                                                        G. William Beale
 
                                       7
 
 
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
 
 
         This Agreement ("Agreement") is entered into as of the 17th day of
October, 1996, by and between Union Bankshares Corporation, a Virginia
corporation (the "Company"), and G. William Beale (the "Executive").
 
         1.       Purpose
 
         The Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its shareholders. In this connection, the Company recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change in Control (as defined herein) of the Company may arise and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its shareholders. Accordingly, the Board of Directors of the Company (the
"Board") has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of certain members of the
management of the Company to their assigned duties without distraction in
circumstances arising from the possibility of a Change in Control of the
Company. In particular, the Board believes it important, should the Company or
its shareholders receive a proposal for transfer of control of the Company, that
the Executive be able to assess and advise the Board whether such proposal would
be in the best interests of the Company and its shareholders and to take such
other action regarding such proposal as the Board might determine to be
appropriate, without being influenced by the uncertainties of the Executive's
own situation. Nothing in this Agreement shall be construed as creating an
express or implied contract of employment and, except as otherwise agreed in
writing between the Executive and the Company, the Executive shall not have any
right to be retained in the employ of the Company prior to a Change in Control
of the Company.
 
         2.       Term of Agreement
 
         The term of this Agreement shall be deemed to have commenced on October
1, 1996 (the "Commencement Date") and shall continue in effect through December
31, 1999; provided, however, that commencing on January 1, 2000, and each
January 1st thereafter, the term of this Agreement shall automatically be
extended for one additional year unless, not later than September 30 of such
year, the Company shall have given notice that this Agreement shall not be
extended. Notwithstanding the delivery of any notice of non-renewal, if a Change
in Control of the Company occurs during the original or any extended term of
this Agreement, this Agreement shall continue in effect for a period of 36
months beyond the month in which such Change in Control occurred. In no event
shall the term of this Agreement extend beyond the end of the month in which the
Executive's 65th birthday occurs.
 
 
<PAGE>
 
 
         3.       Change in Control
 
         No benefits shall be payable hereunder unless there shall have been a
Change in Control of the Company as set forth below. For all purposes of this
Agreement, a "Change in Control" shall mean:
 
         (a) The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
the then outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock"); provided, however, that the following acquisitions shall
not constitute a Change in Control: (i) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a conversion
privilege), (ii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company, or (iii) any acquisition by any
corporation pursuant to a transaction described in subsection (c) of this
Section 3 if, upon consummation of the transaction, all of the conditions
described in subsection (c) are satisfied;
 
         (b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute a majority of such Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least two-thirds of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding for this purpose
any such individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
 
         (c) Approval by the shareholders of the Company of either (1) a
reorganization, merger, share exchange or consolidation of the Company by, with
or into any other corporation or (2) the sale or disposition of all or
substantially all of the assets of the Company (any of the foregoing
transactions, a "Reorganization"); provided, however, that approval by the
shareholders of a Reorganization shall not constitute a Change in Control if,
upon consummation of the Reorganization, each of the following conditions is
satisfied:
 
         (i)      more than 60% of the then outstanding shares of common stock
                  of the corporation resulting from the Reorganization is then
                  beneficially owned, directly or indirectly, by all or
                  substantially all of the individuals and entities who were
                  beneficial owners of the Outstanding Company Common Stock
                  immediately prior to the Reorganization in substantially the
                  same proportions as their ownership, immediately prior to such
                  transaction, of the Outstanding Company Common Stock;
 
         (ii)     no Person (excluding any employee benefit plan (or related
                  trust) of the Company) beneficially owns, directly or
                  indirectly, 20% or more of either (1) the then outstanding
                  shares of common stock of the corporation resulting from the
                  transaction or (2) the combined voting power of the then
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors; and
 
         (iii)    at least a majority of the members of the board of directors
                  of the corporation resulting from the Reorganization were
                  members of the Incumbent Board at the time of the execution of
                  the initial agreement providing for the Reorganization.
 
         4.       Termination Following Change in Control
 
         If any of the events described in Section 3 hereof constituting a
Change in Control of the Company shall have occurred, the Executive shall be
entitled to the benefits provided in Section 5 hereof upon the subsequent
termination of the Executive's employment with the Company during the term of
this Agreement, unless such termination is (i) because of death of the
Executive, (ii) by the Company for Cause or Disability or (iii) by the Executive
other than for Good Reason (all as such capitalized terms are hereinafter
defined).
 
         (a) Disability. Termination by the Company of the Executive's
employment based on "Disability" shall mean termination because of the
Executive's inability to perform his duties with the Company on a full time
basis for 180 consecutive days or a total of at least 240 days in any twelve
month period as a result of the Executive's incapacity due to physical or mental
illness (as determined by an independent physician selected by the Board).
 
         (b) Cause. Termination by the Company of the Executive's employment for
"Cause" shall mean termination for (i) gross incompetence, gross negligence,
willful misconduct in office or breach of a material fiduciary duty owed to the
Company or any subsidiary or affiliate thereof; (ii) conviction of a felony, a
crime of moral turpitude or commission of an act of embezzlement or fraud
against the Company or any subsidiary or affiliate thereof; (iii) any material
breach by the Executive of a material term of this Agreement, including, without
limitation, material failure to perform a substantial portion of his duties and
responsibilities hereunder; or (iv) deliberate dishonesty of the Executive with
respect to the Company or any subsidiary or affiliate thereof.
 
         (c) Good Reason; Window Period. The Executive shall be entitled to
terminate his employment (i) for "Good Reason" as defined below or (ii) during
the "Window Period" by the Executive without any reason. For purposes of this
Agreement, the "Window Period" shall mean the 45-day period immediately
following the first anniversary of the date on which a Change in Control
occurred. For purposes of this Agreement, termination for "Good Reason" shall
mean termination based on:
 
         (i)      a determination by the Executive, in his reasonable judgment,
                  that there has been an adverse change in the Executive's
                  status or position(s) as an executive officer of the Company
                  as in effect immediately prior to the Change in Control,
                  including without limitation, any adverse change in his status
                  or position as a result of a diminution in his duties or
                  responsibilities (other than, if applicable, any such change
                  directly attributable to the fact that the Company is no
                  longer publicly owned) or the assignment to the Executive of
                  any duties or responsibilities that are inconsistent with such
                  status or position(s).
 
         (ii)     a reduction by the Company in the Executive's base salary as
                  in effect immediately prior to the Change in Control or a
                  reduction in the Executive's Recent Average Bonus (defined as
                  the bonus paid or payable, including by reason of deferral, to
                  the Executive by the Company in respect of the two calendar
                  years immediately preceding the year in which the Change in
                  Control occurs);
 
         (iii)    the failure by the Company to pay to the Executive any portion
                  of his compensation or to pay to the Executive any portion of
                  an installment of deferred compensation under any deferred
                  compensation program of the Company within 10 days of the date
                  such compensation is due (it being understood and agreed that
                  each annual bonus shall be paid no later than the end of the
                  third month of the year next following the year for which the
                  annual bonus is awarded, unless the Executive shall elect to
                  defer the receipt of such annual bonus);
 
         (iv)     the Company's requiring the Executive to be based at any
                  office that is greater than thirty-five (35) miles from where
                  the Executive's office is located immediately prior to the
                  Change in Control, except for required travel on the Company's
                  business to an extent substantially consistent with the
                  business travel obligations which the Executive undertook on
                  behalf of the Company prior to the Change in Control;
 
         (v)      the failure by the Company to obtain an agreement  reasonably
                  satisfactory to the Executive from any successor to assume and
                  agree to perform this Agreement; or
 
         (vi)     the failure by the Company to continue in effect any Plan (as
                  hereinafter  defined) in which the Executive  is participating
                  at the time of the  Change  in  Control  of the  Company  (or
                  Plans providing the Executive with at least  substantially
                  similar benefits) other than as a result of the normal
                  expiration of any such Plan in accordance  with its terms as
                  in effect at the time of the Change in Control,  or the taking
                  of any action,  or the failure to act, by the Company which
                  would adversely affect the Executive's  continued
                  participation in any of such Plans on at least as  favorable a
                  basis to the  Executive  as is the case on the date of the
                  Change in Control,  or which would materially  reduce the
                  Executive's  benefits in the future under any of such Plans or
                  deprive  the  Executive  of any  material  benefit  enjoyed by
                  the  Executive  at the time of the Change in Control.
 
For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.
 
         For purposes of this Agreement, "Plan" shall mean any compensation plan
or any employee benefit plan such as a thrift, pension, profit sharing, medical,
disability, accident, life insurance plan or a relocation plan or policy or any
other plan, program or policy of the Company intended to benefit employees.
 
         (d) Notice of Termination. Any termination by the Company on the one
hand or by the Executive following a Change in Control for Good Reason or during
the Window Period shall be communicated by written Notice of Termination to the
other party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon.
 
         (e) Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive during the Window Period or for Good Reason, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by the Company other than
for Cause or Disability, the date specified in the Notice of Termination (which
shall not be less than 30 nor more than 60 days from the date such Notice of
Termination is given), and (iii) if the Executive's employment is terminated for
Disability, 30 days after Notice of Termination is given, provided that the
Executive shall not have returned to the full-time performance of his duties
during such 30-day period.
 
         5.       Compensation Upon Termination.
 
         (a) If, during the Employment Period, the Company shall terminate the
Executive's employment other than for Cause or Disability or the Executive shall
terminate his employment either for Good Reason or during the Window Period,
then the Company shall pay to and provide for the Executive, without regard to
any contrary provisions of any Plan, the following:
 
         (i)      the sum of: (1) the  Executive's  base  salary  through  the
                  Date of  Termination  at the rate in effect just prior to the
                  time a Notice of  Termination is given;  (2) the amount,  if
                  any, of any incentive or bonus  compensation  theretofore
                  earned which has not yet been paid; (3) the product of the
                  annual  bonus paid or payable,  including  by reason of
                  deferral,  for the most  recently completed  year and a
                  fraction,  the numerator of which is the number of days in the
                  current year through the Date of  Termination  and the
                  denominator  of which is 365;  and (4) any benefits or awards
                  (including both the cash and stock  components)  which
                  pursuant to the terms of any Plans have  been  earned  or
                  become  payable,  but  which  have  not yet  been  paid to the
                  Executive (including  amounts which  previously had been
                  deferred at the  Executive's  request) (the sum of the amounts
                  described  in  clauses  (1),  (2),  (3)  and (4) are  referred
                  to as the  "Accrued Obligations");
 
         (ii)     in lieu of any further salary payments subsequent to the Date
                  of Termination, an amount equal to 2.9 times the Executive's
                  Earnings (as defined below) (the "Severance Allowance"); and
 
         (iii)    the Company  shall  maintain in full force and  effect,  at
                  the sole cost of the Company  (except for the regular
                  contributions  of the Executive as described  below,  if any),
                  for the continued benefit of the Executive and his  dependents
                  for a period  terminating on the earliest of (a) 24 months
                  after the Date of Termination,  or (b) the commencement  date
                  of equivalent  benefits from a new  employer,  all  insured
                  and  self-insured  employee  welfare  benefit  Plans in which
                  the Executive was entitled to  participate  immediately  prior
                  to the Date of  Termination,  provided that the Executive's
                  continued  participation is possible under the general terms
                  and provisions of such Plans (and any  applicable  funding
                  media) and the Executive  continues to pay an amount equal to
                  his  regular  contribution  under  such Plans  prior to the
                  Change in Control  for such participation.  In the event that
                  the Executive's  participation in any such Plan is barred,
                  the Company,  at its sole cost and  expense,  shall  arrange
                  to have  issued  for the  benefit of the Executive and his
                  dependents  individual policies of insurance  providing
                  benefits  substantially similar (on an after-tax  basis) to
                  those which the Executive  otherwise would have been entitled
                  to receive  under such Plans  pursuant to this  Section
                  5(a)(iii)  or, if such  insurance is not available  at a
                  reasonable  cost  to the  Company,  the  Company  shall
                  otherwise  provide  the Executive and his dependents  with
                  equivalent  benefits (on an after-tax  basis).  The Executive
                  shall not be required to pay any premiums or other  charges in
                  an amount  greater than that which the Executive would have
                  paid in order to participate in such Plans.
 
         (b) For purposes of Section 5(a)(ii), "Earnings" means the annual base
salary in effect on the Date of Termination, plus the average of the bonuses
received by the Executive for each of the two years prior to the Date of
Termination.
 
         (c) The Severance Allowance (as defined in Section 5(a)(ii)) shall be
paid to the Executive not later than the thirtieth day following the Date of
Termination; provided, however, that if the amounts of such payment cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Company, of the
Severance Allowance owed and shall pay the remainder of such payments (together
with interest thereon at the rate provided in Section 1274(b)(2)(B) of the
Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount
thereof can be determined, but in no event later than the sixtieth day after the
Date of Termination. The Executive may elect to receive, in lieu of a lump-sum
payment, the Severance Allowance in consecutive, equal monthly installments over
a period not to exceed 24 months, beginning on the first day of month following
the Date of Termination. The Accrued Obligations (as defined in Section 5(a)(i))
shall be paid to the Executive within 10 days after the Date of Termination.
 
         (d) Except as specifically provided in Section 5(a)(iii) above, the
amount of any payment provided for in this Section 5 shall not be reduced,
offset or subject to recovery by the Company by reason of any compensation
earned by the Executive as the result of employment by another employer after
the Date of Termination, or otherwise.
 
         (e) In the event any payment or distribution by the Company to or for
the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
5(e)) (a "Payment") would be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended, or any interest or penalties
are incurred by the Executive with respect to such excise tax (collectively, the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any income taxes and interest or penalties
imposed with respect to such taxes) and the Excise Tax imposed on the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed on the Payments. All determinations required to be made under
this Section 5(e), including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment, shall be made by KPMG Peat Marwick LLP (the
"Accounting Firm"), or such other accounting firm as may be mutually agreed to
between the Executive and the Company. All fees and expenses of such accounting
firm shall be borne solely by the Company, and any determination by the
Accounting Firm shall be binding upon the Company and the Executive. Any
Gross-Up Payment, as determined pursuant to this Section 5(e), shall be paid by
the Company to the Executive within ten days of the receipt of the Accounting
Firm's determination.
 
         6.       Binding Agreement
 
         (a) This Agreement shall be binding upon and inure to the benefit of
the Executive (and his personal representative), the Company and any successor
organization or organizations which shall succeed to substantially all of the
business and property of the Company, whether by means of merger, consolidation,
acquisition of all or substantially of all of the assets of the Company or
otherwise, including by operation of law.
 
         (b) For purposes of this Agreement, the term "Company" shall include
any subsidiaries of the Company and any corporation or other entity which is the
surviving or continuing entity in respect of any merger, consolidation or form
of business combination in which the Company ceases to exist; provided, however,
that for purposes of determining whether a Change in Control has occurred
herein, the term "Company" shall refer to Union Bankshares Corporation or its
successors.
 
         7.       Fees and Expenses; Mitigation
 
         (a) The Company shall pay or reimburse the Executive, on a current
basis, for all costs and expenses, including without limitation court costs and
reasonable attorneys' fees, incurred by the Executive (i) in contesting or
disputing any termination of the Executive's employment or (ii) in seeking to
obtain or enforce any right or benefit provided by this Agreement, in each case
regardless of whether or not the Executive's claim is upheld by a court of
competent jurisdiction; provided, however, the Executive shall be required to
repay any such amounts to the Company to the extent that a court issues a final
and non-appealable order setting forth the determination that the position taken
by the Executive was frivolous or advanced by him or her in bad faith.
 
         (b) The Executive shall not be required to mitigate the amount of any
payment the Company becomes obligated to make to the Executive in connection
with this Agreement, by seeking other employment or otherwise.
 
         8.       Notice
 
         Any notices, requests, demands and other communications provided for by
this Agreement shall be sufficient if in writing and delivered in person or sent
by registered or certified mail, postage prepaid (in which case notice shall be
deemed to have been given on the third day after mailing), or by overnight
delivery by a reliable overnight courier service (in which case notice shall be
deemed to have been given on the day after delivery to such courier service) to
the Executive at the last address the Executive has filed in writing with the
Company, attention of the Chairman of the Board.
 
         9.       Miscellaneous
 
         No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in a writing signed
by the Executive and the Chairman of the Board or President of the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or of compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement.
 
         10.      Governing Law
 
         The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Virginia.
 
         11.      Validity
 
         The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
 
 
<PAGE>
 
 
         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Union Bankshares Corporation by its duly authorized officer, and
by the Executive, as of the date first above written.
 
 
                                       UNION BANKSHARES CORPORATION
 
 
                                       By: /s/ Walton Mahon
                                          -----------------------------
                                                Walton Mahon
                                                Chairman of the Board
 
 
 
                                       EXECUTIVE:
 
 
                                            /s/  G. William Beale
                                             ---------------------------
                                                G. William Beale