Board Justification

The central principle of our compensation philosophy is that executive compensation should be aligned with long-term shareholder value and determined primarily by our Company’s performance. We designed our executive compensation programs to provide competitive base salaries and short- and long-term incentives that align executives’ interests with our Company’s short- and long-term financial goals.

Board Justification

Cash award for 2009 in connection with Mr. Dufour’s appointment as CEO and cash award for 2007 based on outstanding contributions relative to the due diligence and integration of Union Bankshares Company.

Board Justification

Includes 401(k) matching contributions, profit sharing allocation, vehicle personal use benefit value, and personal financial planning benefit value.

Board Justification

Shares of restricted stock awarded to Mr. Dufour on March 27, 2007, which had a three-year vesting schedule, with one third vesting each year on March 27, 2008, 2009 and 2010. These 431 shares represent the second third of this award and vested on March 27, 2009.