Severance Agreement and Release of Claims, dated October 24, 2017, by and between Union Bankshares Corporation, Union Bank & Trust and Elizabeth M. Bentley

This Severance Agreement and Release of Claims ("Agreement") is made by and between Elizabeth M. Bentley ("Employee"), on the one hand, and Union Bank & Trust ("Bank") and Union Bankshares Corporation ("UNION"), on the other hand (hereinafter the Bank and UNION are individually and collectively referred to as the "Company").

WHEREAS, Employee's employment shall cease on the Separation Date; and the Company desires to provide Employee with separation benefits in accordance with and subject to Sections 4(d) and (f) of her existing Amended and Restated Employment Agreement, dated as of October 24, 2011 ("Employment Agreement"), provided that Employee satisfies all terms and conditions for receiving such benefits, as set forth in the Employment Agreement and herein; and

WHEREAS, Employee agrees, in exchange for the promise of such separation benefits, to waive and release any and all claims Employee may have against the Company, to covenant not to sue the Company, to comply with her continuing obligations under the Employment Agreement and the Management Continuity Agreement dated as of October 24, 2011 ("Continuity Agreement"), and to otherwise comply with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and releases contained herein, the sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Severance and Benefits

of the initial payment as may be required by Section 409A of the Internal Revenue Code of 1986, as amended.

The consideration set forth in Sections 1.e., g., and j. herein are additional consideration to which Employee would not have been otherwise entitled in the absence of signing, delivering and not revoking this Agreement and the Release referenced in Section 3.b. below.

2.    Condition of Payment/Transition Assistance.

Employee understands and agrees that she shall continue to perform her duties as an employee of the Company, as reasonably directed by the Company, in a satisfactory manner through the Separation Date. Employee shall, among other things, assist and fully cooperate with the Company in transitioning her duties to others. Notwithstanding anything in this Agreement to the contrary, if Employee is terminated for "Cause," as set forth in Section 4(c) of the Employment Agreement, prior to the Separation Date, her benefits shall be limited to those set forth in Section 4(c) of the Employment Agreement and the Company shall have no further obligations under this Agreement, the Employment Agreement and the Continuity Agreement.

3.    Complete Release

otherwise, whether known or unknown, or suspected or unsuspected, which Employee has at any time heretofore owned or held against the Releasees, including, without limitation, those arising out of or in any way connected with Employee's employment relationship with the Company or Employee's termination of employment with the Company, or any other transactions, occurrences, acts, or omissions or any loss, damage, or injury committed or omitted up to and including the date of Employee's execution of this Agreement, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, or discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, including without limitation age discrimination under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the National Labor Relations Act, and the Employee Retirement Income Security Act.

In signing this Agreement, Employee is not releasing any claims which may arise under the terms of this Agreement.

Employee acknowledges that this Agreement constitutes a full settlement, release, and accord and satisfaction of all claims or potential claims by Employee covered by the release provision of this Section 3, and all claims, rights and entitlements of Employee under all agreements, incentive plans, and stock and equity plans, including the Employment Agreement, the Continuity Agreement, the Union Bank & Trust Management Incentive Plan, the Union First Market Bankshares Corporation 2011 Stock Incentive Plan, the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated effective April 21, 2015, the Union Bankshares Corporation Executive Severance Plan and all other plans or agreements. Employee also covenants not to sue or file any complaint or claim against the Company with any court based on any act or omission arising or occurring prior to the date Employee executes this Agreement, whether known or unknown at the time of execution. Employee also waives any right to recover in a civil suit or proceeding brought against any of the Releasees by any governmental agency (including the EEOC) or any other individual on Employee's behalf. Employee understands and acknowledges, however, that nothing herein shall preclude Employee from filing a charge of discrimination with the applicable state or federal agencies, to the extent permitted by law, but Employee shall be entitled to no monetary relief as a result thereof.

Any material breach by Employee of her duties or obligations under this Agreement or the Employment Agreement shall give the Company the right to discontinue the performance of its unperformed duties and obligations under this Agreement to the extent permitted by applicable law, and shall entitle the Company to seek legal, injunctive, or other equitable relief on account of such breach.

As provided in the Employment Agreement, Employee shall keep all Confidential Information strictly confidential. "Confidential Information" shall include, without limitation, information of the Company or its customers not generally available to the public that is disclosed to, known by, or created, in whole or in part, by Employee as a consequence of or through Employee's past, present, or future associations with Company, about:

Employee shall not disclose Confidential Information to any third party or use it in any fashion. If Employee faces legal action or is subject to legal proceedings requiring disclosure of Confidential Information, prior to disclosing any such Confidential Information, Employee shall promptly notify Company and shall cooperate with Company in contesting such request, or seeking a protective order with respect to such information, at Company's sole cost and expense. The restrictions in this Section relating to "Confidential Information" shall remain in effect for so long as is

required by applicable law, including the Virginia Uniform Trade Secrets Act and bank privacy laws, or five (5) years, whichever is greater.

Nothing in this Agreement restricts or prohibits Employee or Employee's counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the "Regulators"), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. Employee is not required to notify the Employer that Employee has engaged in such communications with the Regulators. Employee recognizes and agrees that, in connection with any such activity outlined above, Employee must inform the Regulators that the information Employee is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions:

Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Any delay by Company in the enforcement of any provision of this Agreement or any of Company's rights under this Agreement shall not be deemed to be a waiver of any such provision or right, or an acceptance of or an acquiescence in any breach of Employee's duties or obligations under this Agreement. No waiver shall bind Company unless supported by consideration and executed in writing and delivered to Employee by an authorized officer of Company.

Employee represents and warrants that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the claims released as set forth in Section 3 above. Employee agrees to indemnify and hold harmless the Releasees (as defined in Section 3 above) against any claim, demand, debt, obligation, liability, cost, expense, right of action or cause of action based on or arising out of any assignment.

Employee hereby acknowledges and agrees that this Agreement and the termination of Employee's employment and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act and that the releases set forth in Section 3 hereof shall be applicable, without limitation, to any claims brought under these Acts or other laws. Employee further acknowledges and agrees that:

notice of revocation to the Company's Human Resources Department or by placing such a written notice in the mail to the Company's Human Resources Department with a postmark dated within seven calendar days of the date this Agreement was signed, and this Agreement shall not become effective or enforceable until such seven day period has expired, and the conditions of Section 1.d. above have been satisfied.

This Agreement constitutes and contains the entire agreement and understanding of the parties regarding the subject matters addressed herein and supersedes and replaces all prior negotiations and all prior agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof; provided, however, the parties agree that nothing herein affects the rights of the Company to enforce its rights under the Employment Agreement, which remain in full force and effect. In addition, Employee's continuing obligations to the Company under the following provisions of the Employment Agreement remain in full force and effect: Sections 4(d), 4(f), 5, 7, 10, 11, and 13, and all their subparts and subsections.

Effective upon the Separation Date, Employee shall be deemed to and should have resigned from all positions Employee holds as an officer of the Company or a member of the Board of Directors (or any committee thereof) of the Company or any affiliate.

This Agreement shall be governed by and subject to the laws and exclusive jurisdiction and venue of the courts of the Commonwealth of Virginia. Any lawsuit arising out of this Agreement or the Employment Agreement shall be filed in the Circuit Court of Henrico County, Virginia, or if jurisdiction is appropriate, the United States District Court for the Eastern District of Virginia, Richmond Division, at the option of the Company, and Employee waives all objections as to venue.

In the event one or more of the provisions of this Agreement shall for any reason be held to be illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

Employee represents and warrants Employee has read all the terms of this Agreement. Employee understands the terms of this Agreement and understands that this Agreement releases forever the Company from any legal action as described in Section 3 above. Employee is signing and delivering this Agreement of Employee's own free will in exchange for the consideration to be given to Employee, which Employee acknowledges and agrees is adequate and satisfactory.

            

*Number of shares paid will depend upon actual performance

In exchange for the additional consideration offered by Union Bank & Trust (“Bank”) and Union Bankshares Corporation (“Union”) (collectively, the Bank and Union are individually and collectively referred to as the “Company”), as set forth in Sections 1.e., g., and j. of the “Severance Agreement and Release of Claims” (“Agreement”) to which this Release is attached as Exhibit B, Employee, on behalf of Employee and Employee's descendants, ancestors, dependents, heirs, executors, administrators, attorneys, agents, assigns, personal representatives, and successors, hereby covenants not to sue and voluntarily, unconditionally and fully releases, acquits, and forever discharges UNION and the Bank, and any of their respective parents, subsidiaries and affiliates, as well as the respective owners, trustees, directors, officers, agents, servants, employees, shareholders, representatives, agents, attorneys, assigns, and successors (collectively referred to as the "Releasees") with respect to and from any and all claims, wages, rights, agreements, contracts, stock plans, equity plans, covenants, actions, suits, causes of action, obligations, debts, expenses, attorneys' fees, damages, judgments, orders, and liabilities of whatever kind or nature in law, equity, or otherwise, whether known or unknown, or suspected or unsuspected, which Employee has at any time heretofore owned or held against the Releasees, including, without limitation, those arising out of or in any way connected with Employee's employment relationship with the Company or Employee's termination of employment with the Company, or any other transactions, occurrences, acts, or omissions or any loss, damage, or injury committed or omitted up to and including the date of Employee's execution of this Release, and including, without limitation, claims for breach of contract, libel, slander, wrongful discharge, intentional infliction of emotional harm, or other tort, or discrimination or harassment based upon any federal, state, or municipal statute or local ordinance relating to discrimination in employment, including without limitation age discrimination under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the National Labor Relations Act, and the Employee Retirement Income Security Act.

In signing this Release, Employee is not releasing any claims which may arise under the terms of the Agreement.

Employee acknowledges that this Release constitutes a full release, and accord and satisfaction of all claims or potential claims by Employee, and all claims, rights and entitlements of Employee under all agreements, incentive plans, and stock and equity plans, including her Employment Agreement, dated October 24, 2011, the Management Continuity Agreement dated October 24, 2011, the Union Bank & Trust Management

Incentive Plan, the Union First Market Bankshares Corporation 2011 Stock Incentive Plan, the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated effective April 21, 2015, the Union Bankshares Corporation Executive Severance Plan and all other plans or agreements. Employee also covenants not to sue or file any complaint or claim against the Company with any court based on any act or omission arising or occurring prior to the date Employee executes this Release, whether known or unknown at the time of execution. Employee also waives any right to recover in a civil suit or proceeding brought against any of the Releasees by any governmental agency (including the EEOC) or any other individual on Employee's behalf. Employee understands and acknowledges, however, that nothing herein shall preclude Employee from filing a charge of discrimination with the applicable state or federal agencies, to the extent permitted by law, but Employee shall be entitled to no monetary relief as a result thereof.

a.    The Release given by Employee is given solely in exchange for the additional consideration set forth in Sections 1.e., g., and j. of the Agreement to which this Release was initially attached as Exhibit B and such consideration is in addition to anything of value which Employee was entitled to receive prior to entering into this Release;

b.    By entering into this Release, Employee does not waive rights or claims that may arise after the date this Release is executed;

c.    Employee has been advised to consult an attorney prior to entering into this Release, and this provision of the Release satisfies the requirements of the Older Workers Benefit Protection Act that Employee be so advised in writing;

d.    Employee has been permitted at least twenty-one (21) days from the date of her separation from the Company within which to consider whether to sign this Release, and Employee can waive the twenty-one (21) day period and execute this Release sooner, in which case the seven calendar day revocation period described below will begin on the date of Employee’s execution of this Release; and

e.    For a period of seven (7) days following Employee’s execution of this Release, Employee may revoke this Release by delivering in writing a notice of revocation to the Company’s Human Resources Department or by placing such a written notice in the mail to the Company’s Human Resources Department with a postmark dated within seven calendar days of the date this Release was signed, and this Release shall not become effective or enforceable until such seven day period has expired.

__________________        _________________________________________

Date                    Elizabeth M. Bentley