Xenith Bankshares, Inc. (NASDAQ:XBKS) Files An 8-K Other Events

Item8.01.

On May22, 2017, Xenith Bankshares, Inc. (XBKS) and Union
Bankshares Corporation (UBSH) issued a joint press release
announcing the execution of an Agreement and Plan of
Reorganization, dated as of May19, 2017, to which, subject to the
terms and conditions set forth therein, XBKS will merge with and
into UBSH, with UBSH as the surviving corporation in the merger.
A copy of the joint press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein. In addition, UBSH
and XBKS intend to conduct a joint conference call and webcast
beginning at 10:00 a.m., Eastern Daylight Time, on May22, 2017. A
copy of the investor presentation that will be made available in
connection with such conference call and webcast is attached
hereto as Exhibit 99.2 and incorporated by reference herein.

Forward-Looking Statements

Certain statements made herein may constitute forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that include projections, predictions, expectations,
or beliefs about future events or results or otherwise are not
statements of historical fact, are based on certain assumptions
as of the time they are made, and are inherently subject to risks
and uncertainties, some of which cannot be predicted or
quantified. Such statements are often characterized by the use of
qualified words (and their derivatives) such as expect, believe,
estimate, plan, project, anticipate, intend, will, may, view,
opportunity, potential, or words of similar meaning or other
statements concerning opinions or judgment of UBSH or XBKS or
their management about future events. Such statements include
statements as to the anticipated benefits of the merger,
including future financial and operating results, cost savings
and enhanced revenues as well as other statements regarding the
merger. Although each of UBSH and XBKS believes that its
expectations with respect to forward-looking statements are based
upon reasonable assumptions within the bounds of its existing
knowledge of its business and operations, there can be no
assurance that actual results, performance, or achievements of
UBSH or XBKS will not differ materially from any projected future
results, performance, or achievements expressed or implied by
such forward-looking statements. Actual future results and trends
may differ materially from historical results or those
anticipated depending on a variety of factors, including but not
limited to: (1)the businesses of UBSH and XBKS may not be
integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2)expected
revenue synergies and cost savings from the merger may not be
fully realized or realized within the expected time frame;
(3)revenues following the merger may be lower than expected;
(4)customer and employee relationships and business operations
may be disrupted by the merger; (5)the ability to obtain required
regulatory and shareholder approvals, and the ability to complete
the merger on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6)changes in interest
rates, general economic conditions, tax rates,
legislative/regulatory changes, monetary and fiscal policies of
the U.S. government, including policies of the U.S. Treasury and
the Board of Governors of the Federal Reserve System; the quality
and composition of the loan and securities portfolios; demand for
loan products; deposit flows; competition; demand for financial
services in the companies respective market areas; their
implementation of new technologies; their ability to develop and
maintain secure and reliable electronic systems; and accounting
principles, policies, and guidelines, and (7)other risk factors
detailed from time to time in filings made by UBSH or XBKS with
the Securities and Exchange Commission (the SEC). Forward-looking
statements speak only as of the date they are made and UBSH and
XBKS undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new
information, future events or otherwise.

Additional Information About the Proposed Transaction and
Where to Find It

In connection with the proposed merger, UBSH will file with the
SEC a registration statement on Form S-4 to register the shares
of UBSH common stock to be issued to the shareholders of XBKS.
The registration statement will include a joint proxy statement
of UBSH and XBKS and a

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prospectus of UBSH. A definitive joint proxy statement/prospectus
will be sent to the shareholders of UBSH and XBKS seeking their
approval of the merger and related matters. This release does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
Before making any voting or investment decision,
investors and shareholders of UBSH and XBKS are urged to read
carefully the entire registration statement and joint proxy
statement/prospectus when they become available, including any
amendments thereto, because they will contain important
information about the proposed transaction. Free copies
of these documents may be obtained as described below.

Investors and shareholders of both companies are urged to read
the registration statement on Form S-4 and the joint proxy
statement/prospectus included within the registration statement
and any other relevant documents to be filed with the SEC in
connection with the proposed merger because they will contain
important information about UBSH, XBKS and the proposed
transaction. Investors and shareholders of both companies are
urged to review carefully and consider all public filings by UBSH
and XBKS with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Quarterly
Reports on Form 10-Q, and their Current Reports on Form 8-K.
Investors and shareholders may obtain free copies of these
documents through the website maintained by the SEC at
www.sec.gov. Free copies of the joint proxy
statement/prospectus and other documents filed with the SEC also
may be obtained by directing a request by telephone or mail to
Union Bankshares Corporation, 1051 East Cary Street, Suite 1200,
Richmond, Virginia 23219, Attention: Investor Relations
(telephone: (804)633-5031), or Xenith Bankshares, Inc., 901 East
Cary Street Richmond, Virginia, 23219, Attention: Thomas W.
Osgood (telephone: (804) 433-2200), or by accessing UBSHs website
at www.bankatunion.com under Investor Relations or XBKSs
website at www.xenithbank.com under Investor Relations
under About Us. The information on UBSHs and XBKSs websites is
not, and shall not be deemed to be, a part of this release or
incorporated into other filings either company makes with the
SEC.