KBW’s analysis showed the following concerning the market performance of United Bankshares and, to the extent publicly available, the selected companies (excluding the impact of the LTM EPS multiple for one of the selected companies, which multiple were not considered to be meaningful because it was greater than 30.0x):

~~KBW’s analysis showed the following concerning Virginia Commerce’s financial condition:~~

(2)	Dividend yield reflects most recent quarterly dividend, annualized, as a percentage of stock price. LTM dividend payout reflects most recent quarterly dividend, annualized, as a percentage of LTM EPS and excludes special dividends.

No company used as a comparison in the above selected companies analysis is identical to United Bankshares. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

~~KBW’s analysis showed the following concerning Virginia Commerce’s market performance:~~

~~Selected National Transactions Analysis.~~ KBW reviewed publicly available information related to acquisitions of banks and thrifts headquartered in the United States announced after January 1, 2011 with aggregate transaction values between $100 million and $1 billion.

Selected Transactions Analysis. KBW reviewed publicly available information related to 19 selected U.S. bank and thrift transactions announced since January 1, 2013 that had announced transaction values between $100 million and $500 million and in which the acquired company had LTM ROAA greater than 0.50% and a ratio of nonperforming assets to total assets of less than 1.00%. Transactions with non-bank acquirors, merger of equals transactions and transactions where the acquired companies were mutual holding companies were excluded from the analysis. The selected transactions included in the group were:

For each selected transaction, KBW derived the following implied transaction statistics (based on publicly reported values or, in the case of the selected transactions involving stock consideration, SNL Financial-calculated deal values) in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the acquisition:

Price per common share to tangible book value per share of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity); and

Tangible common equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

Price per common share to LTM EPS of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM net income).

The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the proposed merger of $39.88 per share of Georgetown common stock and using historical financial information for Georgetown as of or for the twelve month period ended September 30, 2015.

Other than pursuant to rights previously disclosed and outstanding on the date of the merger agreement, issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Virginia Commerce Bancorp in January 2014. KBW may in the future provide investment banking and financial advisory services to Georgetown or United Bankshares and receive compensation for such services.

United Bankshares Board of Directors Following Completion of the Merger

Upon completion of the merger, the number of directors constituting the United Bankshares board of directors will be increased by one, to 13 members, and Mr. Fitzgerald will be appointed as a director to complete the larger board.

Public Trading Markets

United Bankshares common stock trades on NASDAQ under the symbol “UBSI.” Georgetown common stock is not listed on any stock exchange or quoted on any interdealer quotation system. Before the effective time of the merger, United Bankshares has agreed to use its reasonable best efforts to cause the shares of United Bankshares common stock to be issued in the merger to be approved for listing on NASDAQ. The listing of the shares of United Bankshares common stock is also a condition to the consummation of the merger.

Dissenters’ Rights

If the merger is consummated, holders of record of Georgetown common stock who follow the procedures specified by Sections 29-311.01 through 29-311.50 of the DC Business Code will be entitled to determination and payment in cash of the “fair value” of their stock (as determined immediately before the effective time of the merger), plus accrued interest from the effective date of the merger until the date of payment. Georgetown shareholders who elect to follow these procedures are referred to as dissenting shareholders.

A vote in favor of the merger agreement by a holder of Georgetown common stock will result in a waiver of the shareholder’s right to demand payment for his or her shares.

The following summary of the provisions of Sections 29-311.01 through 29-311.50 of the DC Business Code is not intended to be a complete statement of such provisions, the full text of which is attached as Appendix C to this prospectus and proxy statement, and is qualified in its entirety by reference thereto.

A holder of Georgetown common stock electing to exercise dissenters’ rights must deliver to Georgetown a written notice of dissent stating that he or she intends to demand payment for his or her shares if the merger is consummated. This notice must be sent before the vote is taken. The dissenting shareholder must not vote, or cause or permit to be voted, any of his or her shares in favor of the proposed transaction or, if action is taken by written consent of the shareholders, must not sign a consent in favor of or otherwise approve the proposed transaction. If the dissenting shareholder fails to comply with these requirements, he or she will not be entitled to dissenters’ rights. The “fair value” of the shares as defined above is determined using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal and without discounting for lack of marketability or minority status. It should be noted that investment banker opinions as to the fairness from a financial point of view of the consideration payable in a transaction such as the proposed merger are not opinions as to, and do not address, “fair value” under the DC Business Code.

Within 10 days after the effective time of the merger, United Bankshares, as surviving corporation of the merger, will give written notice of the effective date of the merger by certified mail to each shareholder who filed a written notice of dissent. The notice will provide (i) where demand for payment must be sent and where and when share certificates, if any, must be deposited, (ii) supply a form for demanding payment in compliance with Section 29-311.12 of the DC Business Code, (iii) set a date by which the surviving corporation must receive the demand for payment, which may not be less than 40 nor more than 60 days after the date the notice is sent, (iv) state that the shareholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the surviving corporation by such specified date, (v) state that, if requested in writing, Georgetown will provide to the requesting shareholder within 10 days after the date set forth in subsection (iii) above, the number of shareholders that return a form demanding payment by the specified date and the total number of shares owned by such shareholders, (vi) state the date by which the notice to withdraw must be received, which date must be within 20 days after the date set forth in subsection (iii) above, and (vi) be accompanied by a copy of Sections 29-311.01 through 29-311.50 of the DC Business Code, inclusive.

Within the time period set forth in the notice, the dissenting shareholder must (i) sign and return the form sent by United Bankshares demanding payment of the fair value of his or her shares, (ii) certify that the

shareholder acquired beneficial ownership of the shares before the date required as set forth in the notice, and (iii) deposit his or her share certificates, if any, in accordance with the terms of the notice. Once the shareholder deposits his or her share certificates, or, in the case of uncertificated shares makes demand for payment, that shareholder loses all rights as a shareholder.

Within 30 days after the receipt of the dissenting shareholder’s demand for payment, United Bankshares, as the surviving corporation, will pay each dissenting shareholder who complied with the required procedures the amount it estimates to be the fair value of the dissenting shareholder’s shares, plus accrued interest. United Bankshares will include along with the payment to each dissenting shareholder (i) a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the shareholders’ equity for that year, or, where such financial statements or not reasonably available, then such reasonably equivalent financial information, and the latest available interim financial statements, if any, and a report by the public accountant or statement by the president or other person responsible for Georgetown’s accounting records that complies with Section 29-313.07(b) of the DC Business Code, (ii) a statement of United Bankshares’ estimate of the fair value of the shares which shall be equal to or exceed the estimate of the fair value provided in the notice, and (iii) a statement of the dissenting shareholder’s right to demand further payment under 29-311.16 of the DC Business Code and that if any such shareholder does not do so within the period specified, such shareholder shall be deemed to have accepted such payment in full satisfaction of United Bankshares’ obligations under the DC Business Code.

Following receipt of payment, a dissenting shareholder, within 30 days, may send United Bankshares notice containing such shareholder’s own estimate of fair value and accrued interest, and demand payment for that amount less the amount received pursuant to United Bankshares’ payment of fair value to such shareholder. This right is waived if the dissenting shareholder does not make written demand within 30 days of United Bankshares’ payment for the shareholder’s shares. If a demand for payment remains unsettled, United Bankshares will petition the court to determine fair value and accrued interest. If United Bankshares fails to commence an action within 60 days following the receipt of a dissenting shareholder’s demand, United Bankshares will pay each dissenting shareholder whose demand remains unsettled the amount demanded by each dissenting shareholder, plus interest. United Bankshares shall commence proceedings in the Superior Court of the District of Columbia.

All dissenting shareholders whose demands remain unsettled, whether residents of District of Columbia or not, must be made parties to the action and the court will render judgment for the fair value of their shares. Each party must be served with the petition. The judgment shall include payment for the amount, if any, by which the court finds the fair value of such shares, plus interest, exceeds the amount already paid. If the court finds that the demand of any dissenting shareholder for payment was arbitrary, vexatious or otherwise not in good faith, the court may assess all court costs, including reasonable fees of appraisers appointed by the court, against such shareholder. Otherwise the court costs will be assessed against United Bankshares. In addition, reasonable fees and expenses of counsel and experts will be determined by the court and may be assessed against United Bankshares if the court finds that it did not substantially comply with the requirements of the District of Columbia dissenters’ rights statute or that it acted arbitrarily, vexatiously, or not in good faith with respect to the rights granted to dissenters under District of Columbia Law.

If you are a holder of shares and you wish to seek dissenters’ rights, you are urged to review the applicable District of Columbia statutes attached to this proxy statement/prospectus as Appendix C.

Interests of Certain Georgetown Directors and Executive Officers in the Merger

In considering the recommendations of the Georgetown board of directors that Georgetown shareholders vote in favor of the Georgetown merger proposal, Georgetown shareholders should be aware that Georgetown directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as shareholders of Georgetown. The Georgetown board of directors was aware of these interests and took them into account in its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Service as a Director of United Bankshares and United Bank

Under the merger agreement, Mr. Fitzgerald will join the United Bankshares board of directors at the effective time of the merger. As a United Bank executive, Mr. Fitzgerald will not be entitled to receive the compensation that the other members of the United Bankshares board of directors receive for their service. In addition, the merger agreement provides for the appointment of two individuals from Georgetown, Mr. Fitzgerald and Michael M. McCarthy, to be appointed to the board of directors of United Bank following completion of the merger of United Bank and Georgetown. With the exception of Mr. Fitzgerald, as a director of United Bank, Mr. McCarthy will be eligible to receive the same cash compensation paid to other members of the United Bank board of directors. United Bank is not required by the merger agreement to re-nominate the former Georgetown directors at future United Bank shareholder meetings. Pursuant to the merger agreement, United Bankshares is obligated to re-nominate Mr. Fitzgerald to the United Bankshares board of directors at its next annual meeting of shareholders following the effective time of the merger.

Options to Acquire Georgetown Common Stock

As of the record date for the Georgetown special meeting, the Georgetown directors and executive officers owned, in the aggregate, options to purchase [●] shares of Georgetown common stock granted under Georgetown’s stock option plan. Under the merger agreement, at the effective time of the merger each such stock option that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and will be converted into an option to acquire, on the same terms and conditions as were applicable under such stock option, the number of shares of United Bankshares common stock equal to (a) the number of shares of Georgetown common stock subject to such stock option multiplied by (b) the exchange ratio. Such product shall be rounded to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each United Bankshares stock option issued for the Georgetown stock option shall equal (y) the exercise price per share of shares of Georgetown common stock that were purchasable pursuant to such Georgetown stock option divided by (z) the exchange ratio. For additional information related to stock options owned by Georgetown directors and executive officers, see “Security Ownership of Certain Beneficial Owners and Management of Georgetown” beginning on page 84.

Each Georgetown stock option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the effective time of the merger, Georgetown must use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Georgetown stock option plans to permit replacement of the outstanding Georgetown stock options by United Bankshares and to permit United Bankshares to assume the Georgetown stock option plan. Georgetown must take all action necessary to amend the Georgetown stock option plans to eliminate automatic grants or awards thereunder following the effective time. At the effective time of the merger, United Bankshares shall assume the Georgetown stock option plans; but that assumption shall only be with respect to the United Bankshares granted replacement options pursuant to the merger agreement and, United Bankshares shall have no obligation to make any additional grants or awards under the Georgetown stock option plans.

Employment Agreements for Georgetown Executive Officers

Georgetown previously had entered into employment agreements with Michael P. Fitzgerald (President and Chief Executive Officer), Domingo Rodriguez (Executive Vice President and Chief Financial Officer), and Timothy F. Veith (Executive Vice President and Chief Lending Officer). The agreements provide generally that, if the executive’s employment is terminated either by Georgetown other than for cause, or by the executive as a result of certain adverse actions taken by Georgetown, then the executive would be entitled to receive his base salary, as defined in the employment agreement, for the remaining term of the employment agreement (which would range from two to three years, depending on the timing of such termination). In addition, the executive would be entitled to receive continued coverage under all life, medical, dental, and disability plans offered by

Georgetown for the same period of time. If the executive is terminated on account of his disability, he would receive his base salary for the remaining term of the agreement, offset by any amounts paid under a Georgetown disability plan; the executives were not entitled to severance benefits in any other circumstance. If these executives terminated employment immediately upon the consummation of the merger under circumstances that entitled them to receive their severance benefits, Mr. Fitzgerald would receive cash severance benefits equal to 36 months of his then current base salary (reduced by the amount of his base salary for the time period between the most recent date of annual renewal of his employment agreement and the effective date of the merger or the most recent annual anniversary thereof, whichever is later, so that the reduction is never in excess of one year of base salary) valued at $ for the full 36 months if such termination were at Mr. Fitzgerald’s current base salary, but subject to reduction as set forth above. Mr. Rodriguez would receive cash severance benefits valued at $ for the full 36 months if such termination were at Mr. Rodriguez’s current base salary, also subject to reduction in the same manner described above, based on his base salary for the time period between the most recent annual renewal date of his employment agreement and the effective date of the merger or annual anniversary thereof, as the case may be, and Mr. Veith would receive cash severance benefits valued at $ , also subject to reduction in the same manner described above.

The employment agreements also provide that during the term of the employment agreement and for the one-year period immediately following termination, the executive will not, directly or indirectly (i) obtain, solicit, divert, appeal to, attempt to obtain, attempt to solicit, attempt to divert, or attempt appeal to any customers, clients or referral services of Georgetown to divert their business from Georgetown, or (ii) solicit any employee to leave the employ of Georgetown. In addition, the employment agreements provide that, generally for the one-year period following termination of employment (other than following a change in control), the executive would not, directly or indirectly, in any capacity, engage in, represent, be connected with or have a financial interest in, any company engaged in the business of banking or financial services, or any entity about to become engaged in the business of banking or financial services, if such company or entity competes with Georgetown or is about to compete with Georgetown in the District of Columbia and certain counties in Maryland and Virginia.

In connection with the merger, Georgetown amended these employment agreements to assist with tax planning and to provide security for United Bank that it would be able to retain the services of Mr. Fitzgerald and Mr. Veith. As amended, the employment agreements provide for Mr. Fitzgerald and Mr. Veith to receive $525,000 and $300,000, respectively, of the executive’s potential severance benefit in December 2015, in exchange for his agreement not to assert that the changes in his employment pursuant to the merger are changes that would allow either of them to terminate his employment and receive his full severance pay. The remainder of each of these executives’ potential severance payment is to be converted into a retention bonus, of which Mr. Veith will receive $209,000 at the completion of the merger, and otherwise that the executives will be eligible to receive the remainder when he terminates his employment from United Bank; provided, that he remains with United Bank for at least one year. Mr. Rodriguez’s amended employment agreement provides for him to receive $300,000 of his severance in December 2015, and the remainder upon the termination of his employment in connection with the merger. Georgetown also agreed to pay the 2015 annual bonuses for Messrs. Fitzgerald, Rodriguez, and Veith in December 2015 rather than in February 2016, in the amounts of $375,000, $175,000 and $150,000, respectively.

Employment and Engagement with United Bank Following the Merger

It is anticipated that Messrs. Fitzgerald and Veith (but not Mr. Rodriguez) will enter into employment agreements with United Bank, effective following the merger. Mr. Fitzgerald is expected to be a Vice Chairman of United Bank and Mr. Veith is expected to be the Market Area President for the Washington, D.C. market. Mr. Fitzgerald’s base salary will be at least $300,000 annually, and Mr. Veith’s will be at least $255,000 per year. Both executives will participate in the employee benefit plans, programs and arrangements of United Bank in the same manner as similarly situated United Bank employees. If either executive’s employment terminates without cause or for good reason, the executive will receive salary and benefits through the end of the two-year term. Both executives’ agreements will include customary non-compete and non-solicit covenants.

Georgetown Board Compensation

For 2015, each Georgetown director, except for Mr. Fitzgerald, received an annual retainer fee of $10,000 regardless of Georgetown board meeting attendance. Mr. Fitzgerald receives no compensation for his Georgetown board service. For the 2016 retainer, the Georgetown board approved an initial retainer of $ , subject to a $ increase should the holders of Georgetown stock not approve the Agreement and Plan of Reorganization or $ per month increase for each month after June 30, 2016 and before the Effective Date.

Georgetown Retirement Benefits

Nonqualified Deferred Compensation Plan. Georgetown maintains a Non-Qualified Deferred Compensation plan (“NQDC Plan”) for eligible directors and executive officers. Under the NQDC Plan, participants are able to defer income (certain board and committee fees for directors and salary for eligible officers) into an individual bookkeeping account that invests in hypothetical or phantom stock of Georgetown. The phantom stock purchase price equals 125% of Georgetown’s prior quarter book value per share. Concurrent with the signing of the merger agreement, the Georgetown board decided to suspend all future phantom stock deferrals, and to accept previously scheduled deferrals that are credited after such suspension date and before termination of the NQDC Plan as cash equivalents, without the use of hypothetical phantom stock as a method of crediting those deferrals. The NQDC Plan will be terminated on or about the effective date of the merger agreement and each participant will receive an amount in cash equal to the product of United’s closing stock price on the termination date and the exchange ratio and the number of his or her phantom shares, plus cash for the cash equivalent deferrals credited after the suspension date and prior to the termination date.

SERPs. Georgetown has previously awarded Supplemental Executive Retirement Plan Agreements, or SERPs, to Mr. Fitzgerald, Mr. Rodriguez and Georgetown’s former chairman/co-founder. The SERPs generally provide a benefit equal to 55% of Mr. Fitzgerald’s and the former chairman/co-founder’s “final salary” and 25% of Mr. Rodriguez’s “final salary” (in each case as defined in the SERP), offset by the amount that represents the executive’s receipt of benefit from the employer matching contributions under Georgetown’s 401(k) retirement plan (such matching contributions have been equal to 4% of compensation, but the amount of benefit attributable thereto would require an actuarial calculation) and 50% of the executive’s expected Social Security benefit, and are subject to a vesting schedule. Absent a change in control, the vested portion of each executive’s SERP would be paid in 15 equal annual installments following the executive’s retirement, subject to a 1.5% per year increase for each of the 15 years of payments. However, by its terms, in connection with a change in control, each SERP becomes 100% vested and paid out in a single lump sum within 90 days of the effective date of the merger.

Georgetown 401(k) Plan. In connection with the merger, it is anticipated that all participants in the Georgetown 401(k) Plan, including Mr. Fitzgerald and all Georgetown executives, will be fully vested in their accounts.

Georgetown Split Dollar

Mr. Fitzgerald and several key Georgetown executives have a death benefit, during employment only, under an endorsement split dollar plan sponsored by Georgetown. The split dollar plan will be assumed by United Bankshares at the effective date of the merger. United Bankshares has agreed that contingent upon the completion of the merger, provided that Mr. Fitzgerald has not separated from service from United Bankshares for any reason or no reason, other than involuntary termination without cause or termination for cause, United Bankshares will make the following scheduled premium payments for the policy under the split dollar plan, insuring Mr. Fitzgerald’s death benefit: (a) the annual premium of $300,000 due in 2016; (b) the annual premium of $300,000 due in 2017; and (c) the annual premium of $300,000 due in 2018. United Bankshares also agrees that upon the earlier of: (1) the date on which United Bankshares pays the premium set forth in (c) above; or (2) the date on which Mr. Fitzgerald separates from service from United Bankshares for any reason or no reason, other than involuntary termination or for cause, United Bankshares will transfer ownership, with its then current cash surrender value, projected to be approximately $974,000, with no unpaid policy loans, of the policy under

the split dollar plan insuring Mr. Fitzgerald, to Mr. Fitzgerald, without any payment by Mr. Fitzgerald to United Bankshares for the policy transfer, unless any such payment is needed to avoid a parachute payment under Section 280G of the Code or any excise tax under IRC Section 4999 of the Code, in which case Mr. Fitzgerald shall pay such sum as is needed to eliminate such parachute payment and the applicability, if any, of such excise tax.

Accounting Treatment of the Merger

The merger will be accounted for as a “purchase,” as that term is used under U.S. generally accepted accounting principles, for accounting and financial reporting purposes. Under purchase accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Georgetown as of the effective time of the merger will be recorded at their respective fair values and added to those of United Bankshares. Any excess of purchase price over the fair values is recorded as goodwill. Consolidated financial statements of United Bankshares issued after the merger would reflect these fair values and would not be restated retroactively to reflect the historical consolidated financial position or results of operations of Georgetown.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this prospectus and proxy statement as Appendix A and is incorporated by reference into this prospectus and proxy statement. This summary may not contain all of the information about the merger agreement that may be important to you. You are urged to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Terms of the Merger

Each of the United Bankshares board of directors and the Georgetown board of directors has approved the merger agreement, which provides for the merger of Georgetown with and into United Bank, an indirect wholly-owned subsidiary of United Bankshares. United Bank is a direct subsidiary of UBV Holding Company, LLC and will be the surviving entity in the merger. Each share of Georgetown common stock issued and outstanding immediately prior to the completion of the merger (other than shares held by United Bankshares and its subsidiaries, in each case except for shares held by them in a fiduciary capacity or as a result of debts previously contracted) will be converted into the right to receive 0.9313 shares of United Bankshares common stock, which is referred to herein as the exchange ratio. If the number of shares of common stock of United Bankshares or Georgetown changes before the merger is completed because of a reclassification, recapitalization, stock dividend, stock split, reverse stock split or similar event, then a proportionate adjustment will be made to the exchange ratio.

Under certain circumstances, if United Bankshares elects to delay the effective date of the merger as provided by the merger agreement, each holder of Georgetown common stock may be entitled to additional consideration in the merger in exchange for each such holder’s shares of Georgetown common stock. For additional information see “– Closing Date; Effective Time” beginning on page 61.

The United Bank articles of incorporation and the United Bank bylaws as in effect immediately prior to the completion of the merger will be the articles of incorporation and bylaws of the surviving corporation.

Treatment of Georgetown Stock Options

Under the merger agreement, each stock option to buy Georgetown common stock granted under Georgetown’s equity plan that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and will be converted into an option to acquire, on the same terms and conditions as were applicable under such stock option, the number of shares of United Bankshares common stock equal to (a) the number of shares of Georgetown common stock subject to such stock option multiplied by (b) the exchange ratio. Such product will be rounded to the nearest whole number. The exercise price per share (rounded up to the next whole cent) of each United Bankshares stock option issued for a Georgetown stock option will equal (y) the exercise price per share of shares of Georgetown common stock that were purchasable pursuant to such Georgetown stock option divided by (z) the exchange ratio.

Each Georgetown stock option that is intended to be an “incentive stock option” (as defined in Section 422 of the Code) will be adjusted in accordance with the requirements of Section 424 of the Code and all Georgetown stock options will be adjusted in a manner that maintains the options’ exemption from Section 409A of the Code. At or prior to the effective time of the merger, Georgetown must use its reasonable best efforts to obtain any necessary consents from optionees with respect to the Georgetown stock option plans to permit replacement of the outstanding Georgetown stock options by United Bankshares and to permit United Bankshares to assume the Georgetown stock option plan. Georgetown must take all action necessary to amend the Georgetown stock option plans to eliminate automatic grants or awards thereunder following the effective time. At the effective time of the merger, United Bankshares will assume the Georgetown stock option plans, but such assumption will only be

with respect to the United Bankshares replacement options granted pursuant to the merger agreement and United Bankshares will have no obligation to make any additional grants or awards under the Georgetown stock option plans.

Immediately following the effective time of the merger, United Bankshares shall file a post-effective amendment to this prospectus and proxy statement or an effective registration statement on Form S-8 (or other applicable form) with respect to the shares of United Bankshares common stock subject to such replacement options, shall distribute a prospectus relating to such Form S-8, if applicable, and shall use reasonable commercial efforts to maintain the effectiveness of such registration statement for so long as such replacement options remain outstanding.

Conditions of the Merger

The respective obligations of United Bankshares and Georgetown to consummate the merger are subject to the satisfaction of certain mutual conditions, including the following:

The shareholders of Georgetown approve the merger agreement and the transactions contemplated thereby, described in the prospectus and proxy statement at the meeting of shareholders for Georgetown;

All regulatory approvals required by law to consummate the transactions contemplated by the merger agreement are obtained from the Federal Reserve, the Federal Deposit Insurance Corporation, the Virginia Bureau of Financial Institutions, the District of Columbia Department of Insurance, Securities and Banking and the other appropriate federal and/or state regulatory agencies, in the District of Columbia Department of Insurance Securities and Banking, all waiting periods after such approvals required by law or regulation expire and no such approvals will contain any conditions, restrictions or requirements applicable either before or after the effective time of the merger that United Bankshares reasonably determines in good faith would have a material adverse effect on United Bankshares and its subsidiaries as a whole, taking into account the consummation of the merger with Georgetown;

The registration statement (of which this prospectus and proxy statement is a part) registering shares of United Bankshares common stock to be issued in the merger is declared effective and not subject to a stop order and no proceedings suspending the effectiveness of the registration statement shall have been initiated or threatened by the SEC;

The absence of any statute, rule, regulation, judgment, decree, injunction or other order being enacted, issued, promulgated, enforced or entered by a governmental authority effectively prohibiting consummation of the merger;

Authorization for the listing on NASDAQ of the shares of United Bankshares common stock to be issued in the merger.

In addition to the mutual conditions described above, United Bankshares’ obligation to consummate the merger is subject to the satisfaction, unless waived, of the following other conditions:

The representations and warranties of Georgetown made in the merger agreement are true and correct as of the date of the merger agreement and as of the effective time of the merger and United Bankshares receives a certificate of the chief executive officer and the chief financial officer of Georgetown to that effect;

Georgetown performs in all material respects all obligations required to be performed by it under the merger agreement at or prior to the effective time of the merger and delivers to United Bankshares a certificate of its chief executive officer and chief financial to that effect; and

United Bankshares shall have received an opinion of Bowles Rice LLP, counsel to United Bankshares, dated as of the effective time of the merger, that the merger will be treated as a “reorganization” under Section 368 of the Code.

In addition to the mutual conditions described above, Georgetown’s obligation to complete the merger is subject to the satisfaction, unless waived, of the following other conditions:

The representations and warranties of United Bankshares made in the merger agreement are true and correct as of the date of the merger agreement and as of the effective time of the merger and Georgetown receives a certificate of the chief executive officer and chief financial officer of United Bankshares to that effect;

United Bankshares performs in all material respects all obligations required to be performed by it under the merger agreement at or prior to the effective time of the merger and delivers to Georgetown a certificate of its chief executive officer and chief financial officer to that effect; and

Georgetown shall have received an opinion of Covington & Burling LLP, counsel to Georgetown, dated as of the effective time of the merger, that the merger will be treated as a “reorganization” under Section 368 of the Code.

Representations and Warranties

The merger agreement contains representations and warranties by United Bankshares and Georgetown. These representations and warranties are qualified by a materiality standard, which means that neither United Bankshares nor Georgetown is in breach of a representation or warranty unless the existence of any fact, event or circumstance, individually, or taken together with other facts, events or circumstances has had or is reasonably likely to have a material adverse effect on United Bankshares or Georgetown. These include, among other things, representations and warranties by United Bankshares and Georgetown to each other as to:

Organization and good standing of each entity and its subsidiaries;

Each entity’s capital structure;

Each entity’s power and authority relative to the execution and delivery of, and performance of its obligations under, the merger agreement;

Absence of material adverse changes since December 31, 2014;

Consents and approvals required;

Regulatory matters;

Absence of defaults under contracts and agreements;

Absence of environmental problems;

Absence of conflicts between each entity’s obligations under the merger agreement and its charter documents and contracts to which it is a party or by which it is bound;

Litigation and related matters;

Taxes and tax regulatory matters;

Compliance with applicable laws and accounting controls;

Absence of brokerage commissioners, except as disclosed for financial advisors;

Employee benefit matters;

Risk management instruments in effect for each entity;

The taking of all actions necessary to exempt the merger agreement from any takeover laws;

Books and records being fully and accurately maintained and fairly presenting events and transactions;

Insurance matters; and

Labor matters.

In addition to the mutual representations and warranties described above, Georgetown has made the following representations and warranties to United Bankshares:

Accuracy of documents, including financial statements and other reports;

Opinion of financial advisor;

Loan matters;

Allowance for loan and lease losses;

Good and marketable title to assets;

In addition, United Bankshares represents and warrants to Georgetown that United Bankshares has

Accuracy of documents, including financial statements and other reports, filed with the SEC;

Sources of capital to pay the cash consideration and to effect the merger.

No representation or warranty contained in the merger agreement shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in the merger agreement has had or is reasonably likely to have a “material adverse effect”.

For the purposes of the merger agreement, a “material adverse effect” means any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the aggregate, (i) is material and adverse to the financial position, results of operations or business of United Bankshares and its subsidiaries taken as a whole or Georgetown and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either United Bankshares or Georgetown to perform its obligations under the merger agreement or otherwise materially threaten or materially impede the consummation of the merger and the other transactions contemplated by the merger agreement; provided, that the impact of the following items shall not be deemed to be a material adverse effect:

Changes in tax, banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities except to the extent that such changes have a disproportionate impact on United Bankshares or Georgetown, as the case may be, relative to the overall effects on the banking industry;

Changes in U.S. generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, except to the extent that such changes have a disproportionate impact on United Bankshares or Georgetown, as the case may be, relative to the overall effects on the banking industry;

Changes in economic conditions affecting financial institutions generally, including changes in market interest rates, credit availability and liquidity, and price levels or trading volumes in securities markets except to the extent that such changes have a disproportionate impact on United Bankshares or Georgetown, as the case may be, relative to the overall effects on the banking industry;

Any modifications or changes to valuation policies and practices in connection with the merger in accordance with U.S. generally accepted accounting principles;

Actions and omissions of United Bankshares or Georgetown taken with the prior written consent of the other in contemplation of the transactions contemplated by the merger agreement;

Any outbreak or escalation of hostilities or war (whether or not declared) or any act of terrorism, or any earthquakes, hurricanes, tornados or other natural disasters;

Failure of United Bankshares or Georgetown to meet any internal financial forecasts or any earnings projections (whether made by United Bankshares or Georgetown or any other person);

The public disclosure of the merger agreement and the impact thereof on relationships with customers or employees; or

The effects of compliance with the merger agreement on the operating performance of the parties, including, expenses incurred by the parties in consummating the transactions contemplated by the merger agreement.

Waiver and Amendment

United Bankshares and Georgetown may jointly amend the merger agreement and each may waive its right to require the other party to adhere to the terms and conditions of the merger agreement. However, United Bankshares and Georgetown may not do so after Georgetown shareholders approve the merger agreement if the amendment or waiver would violate the District of Columbia Business Organization Code or the Virginia Stock Corporation Act, require further approval from Georgetown’s shareholders or such amendment changes the form or amount of merger consideration in a manner that is adverse in any respect to Georgetown’s shareholders.

Indemnification; Directors’ and Officers’ Insurance

United Bankshares has agreed to indemnify the directors, officers and employees of Georgetown for a period of six years from the effective time of the merger to the fullest extent that Georgetown is permitted or required to indemnify (and advance expenses to) its directors and officers under the laws of the District of Columbia, the articles of incorporation and bylaws of Georgetown and any indemnification agreements in effect between Georgetown and/or any of its subsidiaries and any director, officer or employee thereof. Additionally, United Bankshares has agreed to maintain in effect (i) the current provisions of the articles of incorporation and bylaws of Georgetown and/or its subsidiaries and (ii) any indemnification agreements in place with any directors, officers or employees of Georgetown and/or its subsidiaries, for a period of six years following the effective time of the merger.

United Bankshares has also agreed for a period of six years from the effective time of the merger to use its reasonable best efforts to cause the directors and officers of Georgetown to be covered by a directors’ and officers’ liability insurance policy maintained by United Bankshares with respect to claims against present and former directors, officers and employees of Georgetown arising from facts or events that occurred prior to the effective time of the merger. United Bankshares is not required to expend more than 200% of the current amount expended by Georgetown to maintain or procure such directors and officers liability insurance coverage.

Acquisition Proposals

Georgetown has agreed that it will not, and that it will cause its officers, directors, agents, advisors, and affiliates not to solicit or encourage inquiries or proposals with respect to, engage in any negotiations concerning, or provide any confidential information to, or have any discussions with any person relating to any proposal to acquire the stock or assets of Georgetown or other business combination transactions with Georgetown, unless the Georgetown board of directors concludes in good faith, after consultation with outside counsel, that the failure to take such actions in response to a written unsolicited acquisition proposal, would be reasonably likely to constitute a breach of its fiduciary duties to shareholders under applicable law. In such a case, Georgetown would be permitted to provide non-public information to, and negotiate with, the person or entity who made the written unsolicited acquisition proposal. Additionally, Georgetown must promptly inform United Bankshares of all relevant details of any inquires or contacts by third parties relating to the possible disposition of the business or capital stock of Georgetown, or any merger, change of control or other business combination involving Georgetown. If the board of directors of Georgetown terminates the merger agreement in order to concurrently enter into an agreement with respect to an unsolicited competing acquisition proposal received and considered by

Georgetown that, if consummated, would be more favorable to Georgetown’s shareholders from a financial point of view than the merger with United Bankshares and provided that United Bankshares does not make a counteroffer that is at least as favorable to the other proposal, Georgetown is obligated to pay to United Bankshares the termination fee equal to $11,288,000. See “– Effect of Termination; Termination Fee” on page 65.

Closing Date; Effective Time

The merger will be consummated and become effective upon the issuance of a certificate of merger by the Virginia State Corporation Commission (or on such other date as may be specified in the articles of merger to be filed with the Virginia State Corporation Commission) and the Mayor of the District of Columbia. Unless otherwise agreed to by United Bankshares or Georgetown, the closing of the merger will take place on the fifth business day to occur after the last of the conditions to the merger have been satisfied or waived, or, at the election of United Bankshares, on the last business day of the month in which such fifth business day occurs.

If United Bankshares elects to delay the closing of the merger to the last business day of the month in which such fifth business day occurs, and if during the period of such delay United Bankshares sets a record date for any dividend or other distribution in respect of shares of United Bankshares common stock such that holders of Georgetown common stock would not be entitled to participate in such dividend or distribution, each holder of Georgetown common stock will receive a payment equal to the amount and kind of dividend or distribution that each such holder of Georgetown common stock would have received had such holder been a holder of record of the shares of United Bankshares common stock issuable to such holder in the merger on the record date for such United Bankshares dividend or distribution.

Regulatory Approvals

The merger and the other transactions contemplated by the merger agreement require the approval of the Federal Reserve, the Virginia Bureau of Financial Institutions and the District of Columbia Department of Insurance, Securities and Banking. As a bank holding company, United Bankshares is subject to regulation under the BHCA. Georgetown is a District of Columbia corporation and is subject to the District of Columbia Department of Insurance, Securities and Banking. United Bank is a Virginia corporation, a member bank of the Federal Reserve System, and is subject to the Virginia banking and finance statutes in Title 6.2 of the Code of Virginia. United Bankshares, Georgetown, and United Bank have filed all required applications seeking approval of the merger with the Federal Reserve, the Virginia Bureau of Financial Institutions and the District of Columbia Department of Insurance, Securities and Banking.

Under the BHCA, the Federal Reserve is required to examine the financial and managerial resources and future prospects of the combined organization and analyze the capital structure and soundness of the resulting entity. The Federal Reserve has the authority to deny an application if it concludes that the combined organization would have inadequate capital. In addition, the Federal Reserve can withhold approval of the merger if, among other things, it determines that the effect of the merger would be to substantially lessen competition in the relevant market. Further, the Federal Reserve must consider whether the combined organization meets the requirements of the Community Reinvestment Act of 1977 by assessing the involved entities’ records of meeting the credit needs of the local communities in which they operate, consistent with the safe and sound operation of such institutions. The Virginia Bureau of Financial Institutions and the District of Columbia Department of Insurance, Securities and Banking will review the merger under similar standards.

In addition, a period of 15 to 30 days must expire following approval by the Federal Reserve before completion of the merger is allowed, within which period the United States Department of Justice may file objections to the merger under the federal antitrust laws.

The merger cannot be consummated prior to receipt of all required approvals. There can be no assurance that required regulatory approvals for the merger will be obtained and, if the merger is approved, as to the date of

such approvals or whether the approvals will contain any unacceptable conditions. There can likewise be no assurance that the United States Department of Justice will not challenge the merger during the waiting period set aside for such challenges after receipt of approval from the Federal Reserve.

United Bankshares and Georgetown are not aware of any governmental approvals or actions that may be required for consummation of the merger other than as described above. Should any other approval or action be required, it is presently contemplated that such approval or action would be sought. There can be no assurance that any necessary regulatory approvals or actions will be timely received or taken, that no action will be brought challenging such approval or action or, if such a challenge is brought, as to the result thereof, or that any such approval or action will not be conditioned in a manner that would cause the parties to abandon the merger.

The approval of any application merely implies the satisfaction of regulatory criteria for approval, which does not include review of the merger from the standpoint of the adequacy of the cash consideration or the exchange ratio for converting Georgetown common stock to United Bankshares common stock. Furthermore, regulatory approvals do not constitute an endorsement or recommendation of the merger.

As of the date of this prospectus and proxy statement, no regulatory approvals have been received. While United Bankshares and Georgetown do not know of any reason why necessary regulatory approval would not be obtained in a timely manner, they cannot be certain when or if they will receive them, or if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to the combined company after completion of the merger.

Conduct of Business Pending the Merger

The merger agreement contains reciprocal forbearances made by Georgetown and United Bankshares to each other. Georgetown and United Bankshares have agreed that, until the effective time of the merger, neither of them nor any of their subsidiaries, without the prior written consent of, or as previously disclosed to, the other, will:

Conduct business other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact its business organizations and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to have an adverse effect upon its ability to perform any of its material obligations under the merger agreement;

Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by U.S. generally accepted accounting principles or its regulatory authorities;

Except as required by applicable law or regulation, implement or adopt any material change in its interest rate or other risk management policies, practices or procedures, fail to materially follow existing policies or practices with respect to managing exposure to interest rate and other risk, or fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; or

Take any action that would, or is reasonably likely to, prevent or impede the merger from qualifying as a reorganization within the meaning of Section 368 of the Code, or knowingly take any action that is intended or is reasonably likely to result in any of the conditions to the merger not being satisfied, or a material violation of any provision of the merger agreement except, in each case, as may be required by applicable law or regulation.

Georgetown has also agreed that, prior to the effective time, without the prior written consent of, or as previously disclosed to, United Bankshares, it will not and will cause each of its subsidiaries not to:

shares of Georgetown common stock or any rights to purchase ~~Virginia Commerce~~Georgetown common stock, enter into any agreement with respect to the foregoing, or permit any additional shares of ~~Virginia Commerce~~Georgetown common stock to become subject to new grants of employee or director stock options, other rights or similar stock based employee rights (other than equity compensation awards and issuances of ~~Virginia Commerce~~Georgetown common stock, rights, employee or director stock options or similar equity compensation awards under ~~Virginia Commerce’s~~Georgetown’s stock plans in the ordinary course of business consistent with past practice);

Make, declare, pay or set aside for payment any dividend (other than dividends from wholly owned subsidiaries to Virginia Commerce, or another wholly owned subsidiary of Virginia Commerce) on or in respect of, or declare or make any distribution on, any shares of Virginia Commerce stock or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock;

Enter into or amend or renew any employment, consulting, compensation, severance or similar agreements or arrangements with any director, officer or employee of Virginia Commerce or its subsidiaries, or grant any salary or wage increase or increase any employee benefit, except for normal individual increases in compensation to employees in the ordinary course of business consistent with past practices, individual cash bonus awards under the Virginia Commerce Executive Incentive Plan in the ordinary course of business consistent with past practice and for the retention bonus pool of not less than $500,000 in the aggregate that Virginia Commerce and United Bankshares have agreed to establish for the purpose of retaining certain employees of Virginia Commerce

Make, declare, pay or set aside for payment any dividend (other than dividends from wholly owned subsidiaries to Georgetown, or another wholly owned subsidiary of Georgetown) on or in respect of, or declare or make any distribution on, any shares of Georgetown stock or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock;

Enter into or amend or renew any employment, consulting, compensation, severance or similar agreements or arrangements with any director, officer or employee of Georgetown or its subsidiaries, or grant any salary or wage increase or increase any employee benefit, except for normal individual increases in compensation to employees in the ordinary course of business consistent with past practices, individual cash bonus awards under the Georgetown Executive Incentive Plan in the ordinary course of business consistent with past practice and for the retention bonus pool of up to $500,000 in the aggregate that Georgetown and United Bankshares have agreed to establish for the purpose of retaining certain employees of Georgetown before and after the effective time of the merger;

Enter into, establish, adopt or amend (except as may be required by applicable law or to satisfy previously disclosed contractual obligations existing as of the date of the merger agreement) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of Georgetown or its subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder;

Except as previously disclosed, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business and in a transaction that is not material to it and its subsidiaries taken as a whole;

Except as previously disclosed or in the ordinary course of business, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity;

Amend Georgetown’s articles of incorporation or bylaws or the articles of incorporation or bylaws (or similar governing documents) of any of Georgetown’s subsidiaries;

Except in the ordinary course of business consistent with past practice, enter into or terminate any material contract or amend or modify in any material respect any of its existing material contracts in a manner that is material to Georgetown and its subsidiaries taken as a whole;

Except in the ordinary course of business consistent with past practice, settle any claim, action or proceeding, except for any claim, action or proceeding that does not involve precedent for other material claims, actions or proceedings and that involve solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to Georgetown and its subsidiaries taken as whole;

Incur any indebtedness for borrowed money other than in the ordinary course of business;

Make any capital expenditure in excess of $200,000;

Organize any subsidiary; or

Agree or commit to do any of the foregoing.

United Bankshares has agreed that, prior to the effective time, without the prior written consent of, or as previously disclosed to, Georgetown, it will not and will cause each of its subsidiaries not to:

Make, declare, pay or set aside for payment any extraordinary dividend, other than in connection with the United Bankshares Stock Repurchase Program and its regular quarterly cash dividends;

Enter into any agreement, arrangement or understanding with respect to the merger, acquisition, consolidation, share exchange or similar business combination involving United Bankshares and/or a United Bankshares subsidiary, where the effect of such agreement, arrangement or understanding, or the consummation or effectuation thereof, would be reasonably likely to or does result in the termination of the merger agreement, materially delay or jeopardize the receipt of the approval of any regulatory authority or the filing of an application therefor, or cause the anticipated tax treatment of the transactions contemplated in the merger agreement to be unavailable; provided, however, that nothing in such covenant shall prohibit any such transaction that by its terms contemplates the consummation of the merger in accordance with the provisions of the merger agreement and that treats holders of Georgetown common stock, upon completion of the merger and their receipt of United Bankshares stock, in the same manner as the holders of United Bankshares stock;

Amend United Bankshares’ articles of incorporation or bylaws in a manner that would materially and adversely affect the benefits of the merger to the shareholders of Georgetown; or

Agree or commit to do an of the foregoing.

Termination of the Merger Agreement

Georgetown and United Bankshares may mutually agree to terminate the merger agreement at any time.

Either Georgetown or United Bankshares may terminate the merger agreement if the merger is not complete by November 6, 2016, unless the failure of the merger to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate.

United Bankshares may terminate the merger agreement if any of the following occurs:

The approval of any governmental entity required for consummation of the merger is denied by a final non-appealable action of such governmental entity or the shareholders of Georgetown or United Bankshares do not approve the merger agreement;

Georgetown materially breaches any of its representations or obligations under the merger agreement, and does not cure the breach within 30 days of written notice of the breach;

Georgetown is not able to confirm, as of the effective date of the merger, (i) the continued accuracy of its representations and warranties in the merger agreement as of the effective date of the merger or (ii) the performance in all material respects of all of its obligations in the merger agreement; or

Georgetown’s board of directors fails to recommend approval of the merger agreement, withdraws its recommendation or modifies its recommendation in a manner adverse to United Bankshares.

Georgetown may terminate the merger agreement if any of the following occurs:

The approval of any governmental entity required for consummation of the merger is denied by a final non-appealable action of such governmental entity or the shareholders of United Bankshares or Georgetown do not approve the merger agreement;

United Bankshares materially breaches any of its representations or obligations under the merger agreement, and does not cure the breach within 30 days;

United Bankshares is not able to confirm, as of the effective date of the merger, (i) the continued accuracy of its representations and warranties in the merger agreement as of the effective date of the merger or (ii) the performance in all material respects of all of its obligations in the merger agreement;

The United Bankshares board of directors fails to recommend approval of the merger agreement and the issuance of United Bankshares common stock in connection with the merger to the United Bankshares shareholders, withdraws its recommendation or modifies its recommendation in a manner adverse to Georgetown; or

The average closing price of United Bankshares common stock declines by more than 20% from $42.79 and underperforms an index of banking companies by more than 20% over a designated measurement period, unless United Bankshares agrees to increase the number of shares of United Bankshares common stock to be issued to holders of Georgetown common stock.

Additionally, Georgetown may terminate the merger agreement in order to enter into an agreement with respect to an unsolicited acquisition proposal that if consummated would result in a transaction more favorable to Georgetown shareholders from a financial point of view, provided that United Bankshares does not make a counteroffer that is at least as favorable to the other proposal (as determined by the Georgetown board of directors) and Georgetown pays the termination fee described below.

Effect of Termination; Termination Fee

If the merger agreement is validly terminated, the merger agreement will become void without any liability on the part of any party except that provisions relating to expenses and the termination fee will continue in effect and termination will not relieve a breaching party from liability for any willful breach of the merger agreement.

Georgetown has agreed to pay a termination fee to United Bankshares equal to $11,288,000 if:

If Georgetown terminates the merger agreement in order to concurrently enter into an agreement with respect to an unsolicited competing acquisition proposal received and considered by Georgetown that, if consummated, would be more favorable to its shareholders from a financial point of view than the merger with United Bankshares and provided that United Bankshares does not make a counteroffer that is at least as favorable as the other proposal; or

If United Bankshares terminates the merger agreement because Georgetown’s board of directors fails to recommend, withdraws, modifies or changes its recommendation of the merger in a manner adverse to United Bankshares and within 12 months after the date of termination of the merger agreement, Georgetown enters into an agreement with respect to an acquisition proposal or consummates an acquisition proposal.

Surrender of Stock Certificates

Computershare Limited will act as exchange agent in the merger and in that role will process the exchange of Georgetown stock certificates for United Bankshares common stock. The exchange agent, or United Bankshares and Georgetown if the exchange agent declines to do so, will also be making any computations required by the merger agreement, and all such computations will be conclusive and binding on the holders of Georgetown common stock in the absence of manifest error.In any event, do not forward your Georgetown stock certificates with your proxy card.

After the effective time of the merger, each certificate formerly representing Georgetown common stock, until so surrendered and exchanged, will evidence only the right to receive the number of whole shares of United Bankshares common stock that the holder is entitled to receive in the merger, any cash payment in lieu of a fractional share of United Bankshares common stock and any dividend or other distribution with respect to United Bankshares common stock with a record date occurring after the effective time of the merger. The holder

of such unexchanged certificate will not be entitled to receive any dividends or distributions payable by United Bankshares until the certificate has been exchanged. Subject to applicable laws, following surrender of such certificates, such dividends and distributions, together with any cash payment in lieu of a fractional share of United Bankshares common stock, will be paid without interest.

After the completion of the merger, there will be no further transfers of Georgetown common stock. Georgetown stock certificates presented for transfer after the completion of the merger will be canceled and exchanged for the merger consideration.

If your Georgetown stock certificates have been either lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed before you receive any consideration for your shares. Upon request, our exchange agent, Computershare Limited, will send you instructions on how to provide evidence of ownership.

No Fractional Shares

Each holder of shares of common stock exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of United Bankshares common stock shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of United Bankshares common stock multiplied by (ii) the average of the daily closing prices for United Bankshares common stock for the 20 consecutive full trading days on which shares of United Bankshares common stock are actually traded on NASDAQ ending on the tenth trading day prior to the date of completion of the merger. A Georgetown shareholder whose direct shareholdings are represented by multiple Georgetown stock certificates will have all shares associated with those stock certificates aggregated for purposes of calculating whole shares and cash in lieu of fractional shares to be received upon completion of the merger.

Dissenters’ or Appraisal Rights

Under Section 29-311 of the DC Business Code, Georgetown shareholders will have dissenters’ rights in connection with the merger. To exercise dissenters’ rights, Georgetown shareholders must strictly follow the procedures prescribed by the laws of the District of Columbia. These procedures are summarized under the section entitled “The Merger – Dissenters Rights” beginning on page 50, and Sections 29-311.01 through 29-311.50 of the DC Business Code are attached to this proxy statement/prospectus as Appendix C.

Accounting Treatment

The merger will be accounted for as a business combination, as that term is used under U.S. generally accepted accounting principles. As such, the assets and liabilities of Georgetown, as of the completion of the merger, will be recorded at their fair values as well as any identifiable intangible assets. Any remaining excess purchase price will be allocated to goodwill, will not be amortized and will be evaluated for impairment annually. Consolidated financial statements of United Bankshares issued after the consummation of the merger will reflect such values. In addition, costs incurred in connection with the business combination will be expensed as incurred unless related to the equity issuance. The operating results of Georgetown will be included in United Bankshares’ consolidated financial statements from the date the merger is consummated and afterwards.

Management and Operations after the Merger

One individual from Georgetown, Mr. Fitzgerald, Founder, Chairman of the Georgetown board of directors, President and Chief Executive Officer, will join the board of directors of United Bankshares. Two individuals from Georgetown, Mr. Fitzgerald and Michael M. McCarthy, each of whom currently serves as a director of Georgetown, will join the board of directors of United Bank. See “The Merger – Interests of Certain Georgetown Directors and Executive Officers in the Merger” beginning on page 51.

The remaining current directors and senior officers of United Bankshares are expected to continue in their current positions. Information about the current United Bankshares directors and executive officers can be found in the documents listed under “Where You Can Find More Information” beginning on page 86.

Resales of United Bankshares Common Stock

The shares of United Bankshares common stock to be issued to shareholders of Georgetown under the merger agreement have been registered under the Securities Act of 1933 and may be freely traded without restriction by holders, including holders who were affiliates of Georgetown on the date of the special meeting (except for such holders who become affiliates of United Bankshares as of the effective time of the merger via their appointment to the board of directors of United Bankshares or otherwise). All directors and executive officers of Georgetown are considered affiliates of Georgetown for this purpose.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

General

The following summary sets forth the anticipated material U.S. federal income tax consequences of the merger to “U.S. holders” of Georgetown common stock who exchange such stock for shares of United Bankshares common stock pursuant to the merger. This summary is based upon the opinions of tax counsel for each of United Bankshares and Georgetown, which are filed as Exhibit 8.1 and Exhibit 8.2, respectively, to the registration statement on Form S-4 of which this prospectus and proxy statement is a part. This discussion is based upon the Code of 1986, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Such a change could affect the continuing validity of this summary. No assurance can be given that the Internal Revenue Service, or the IRS, would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

For purposes of this summary, a “U.S. holder” is a beneficial owner of Georgetown common stock that for U.S. federal income tax purposes is: (1) a citizen or resident of the United States; (2) a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any state or political subdivision thereof; (3) a trust (A) if (i) the administration thereof is subject to the primary supervision of a court within the United States, and (ii) one or more United States persons have the authority to control all substantial decisions of such trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or (4) an estate that is subject to U.S. federal income tax on its income regardless of the source.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Georgetown common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Georgetown common stock, you should consult your tax advisor.

The following summary addresses only those U.S. Holders that hold their Georgetown common stock as a capital asset within the meaning of Section 1221 of the Code. It does not address all the tax consequences that may be relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to special rules, including, without limitation: financial institutions; tax-exempt organizations; S corporations, partnerships or other pass-through entities (or an investor in an S corporation, partnership or other pass-through entities); insurance companies; mutual funds; dealers in stocks or securities, or foreign currencies; non-U.S. holders; a trader in securities who elects the mark-to-market method of accounting for the securities; persons that hold shares as a hedge against currency risk, a straddle or a constructive sale or conversion transaction; holders who acquired their shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; and holders of Georgetown stock options, stock warrants or debt instruments. In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

The Merger

Georgetown and United Bankshares have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Consummation of the merger is conditioned upon United Bankshares receiving an opinion from Bowles Rice LLP and upon Georgetown receiving an opinion from Covington & Burling LLP, both to the effect that, based upon facts, representations and assumptions set forth in such opinions, the merger constitutes a reorganization within the meaning of Section 368(a) of the Code. The issuance of the opinions is conditioned on, among other things, such tax counsel’s receipt of representation letters from each of

Georgetown or United Bankshares, in each case in form and substance reasonably satisfactory to such counsel, and on customary factual assumptions. Neither of these opinions of counsel is binding on the IRS or the courts and no ruling has been, or will be, sought from the IRS as to the U.S. federal income tax consequences of the merger. Accordingly, each Georgetown shareholder should consult its tax advisor with respect to the particular tax consequences of the merger to such holder.

The discussion set forth below under “Consequences to Georgetown and United Bankshares” and “Consequences to Shareholders” assumes that, for U.S. federal income tax purposes, the merger will constitute a reorganization within the meaning of Section 368(a) of the Code.

Consequences to Georgetown and United Bankshares

Each of Georgetown and United Bankshares will be a party to the merger within the meaning of Section 368(b) of the Code, and neither Georgetown nor United Bankshares will recognize any gain or loss as a result of the merger.

Consequences to Shareholders

Exchange of Georgetown Common Stock for United Bankshares Common Stock. U.S. holders of Georgetown common stock that exchange all of their Georgetown common stock solely for United Bankshares common stock will not recognize income, gain or loss for U.S. federal income tax purposes, except, as discussed below, with respect to cash received in lieu of fractional shares of United Bankshares common stock.

Cash in Lieu of Fractional Shares. U.S. holders of Georgetown common stock that receive cash in lieu of fractional shares of United Bankshares common stock in the merger generally will be treated as if the fractional shares of United Bankshares common stock had been distributed to them as part of the merger, and then redeemed by United Bankshares in exchange for the cash actually distributed in lieu of the fractional shares, with the redemption generally qualifying as an “exchange” under Section 302 of the Code. Consequently, those holders generally will recognize capital gain or loss with respect to the cash payments they receive in lieu of fractional shares measured by the difference between the amount of cash received and the tax basis allocated to the fractional shares, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period of such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Basis in United Bankshares Common Stock. Each U.S. holder’s aggregate tax basis in United Bankshares common stock received in the merger will be equal to the U.S. holder’s aggregate adjusted tax basis in the Georgetown common stock exchanged in the merger, decreased by the amount of any tax basis allocable to any fractional share interest for which cash is received (described above). The holding period of United Bankshares common stock received by a U.S. holder in the merger will include the holding period of the Georgetown common stock exchanged in the merger if the Georgetown common stock exchanged is held as a capital asset at the time of the merger. If a U.S. holder acquired different blocks of Georgetown common stock at different times or at different prices, the United Bankshares common stock such holder receives will be allocated pro rata to each block of Georgetown common stock, and the basis and holding period of each block of United Bankshares common stock such holder receives will be determined on a block-for-block basis depending on the basis and holding period of the blocks of Georgetown common stock exchanged for such block of United Bankshares common stock.

Backup Withholding and Reporting Requirements

U.S. holders of Georgetown common stock, other than certain exempt recipients, may be subject to backup withholding at a rate of 28% with respect to any cash payment received in the merger in lieu of fractional shares. However, backup withholding will not apply to any U.S. holder that either (a) furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding and United Bankshares and its

exchange agent have not received notice to the contrary or (b) otherwise proves to United Bankshares and its exchange agent that the U.S. holder is exempt from backup withholding.

In addition, U.S. holders of Georgetown common stock are required to retain permanent records and make such records available to any authorized IRS officers and employees. The records should include the number of shares of Georgetown stock exchanged, the number of shares of United Bankshares stock received, the fair market value and tax basis of Georgetown shares exchanged and the U.S. holder’s tax basis in the United Bankshares common stock received.

If a U.S. holder of Georgetown common stock that exchanges such stock for United Bankshares common stock is a “significant holder” with respect to Georgetown, the U.S. holder is required to include a statement with respect to the exchange on or with the federal income tax return of the U.S. holder for the year of the exchange. A U.S. holder of Georgetown common stock will be treated as a significant holder in Georgetown if the U.S. holder’s ownership interest in Georgetown is five percent (5%) or more of Georgetown’s issued and outstanding common stock or if the U.S. holder’s basis in the shares of Georgetown stock exchanged is one million dollars ($1,000,000) or more. The statement must be prepared in accordance with Treasury Regulation Section 1.368-3 and must be entitled “STATEMENT PURSUANT TO §1.368-3 BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT HOLDER”. The statement must include the names and employer identification numbers of Georgetown and United Bankshares, the date of the merger, and the fair market value and tax basis of Georgetown shares exchanged (determined immediately before the merger).

The discussion of material U.S. federal income tax consequences set forth above does not purport to be a complete analysis or listing of all potential tax effects that may apply to a holder of Georgetown common stock. We strongly encourage shareholders of Georgetown to consult their tax advisors to determine the particular tax consequences to them of the merger, including the application and effect of federal, state, local, foreign and other tax laws.

INFORMATION ABOUT UNITED BANKSHARES AND GEORGETOWN

United Bankshares

United Bankshares is a West Virginia corporation registered as a bank holding company pursuant to the BHCA. United Bankshares was incorporated on March 26, 1982, organized on September 9, 1982, and began conducting business on May 1, 1984 with the acquisition of three wholly-owned subsidiaries. Since its formation in 1982, United Bankshares has acquired twenty-nine banking institutions. At December 31, 2014, United Bankshares has two banking subsidiaries “doing business” under the name of United Bank, one operating under the laws of Virginia referred to as United Bank and the other operating under the laws of West Virginia referred to as UBI. United Bankshares’ banking subsidiaries offer a full range of commercial and retail banking services and products. United Bankshares also owns nonbank subsidiaries that engage in other community banking services such as asset management, real property title insurance, investment banking, financial planning and brokerage services.

As a bank holding company registered under the BHCA, United Bankshares’ present business is community banking. As of September 30, 2015, United Bankshares’ consolidated assets approximated $12.6 billion and total shareholders’ equity approximated $1.71 billion. At September 30, 2015, United Bankshares’ loan portfolio, net of unearned income, was $9.17 billion and its deposits were $9.5 billion.

The principal executive offices of United Bankshares are located in Parkersburg, West Virginia at Fifth and Avery Streets. The telephone number for United Bankshares’ principal executive offices is (304) 424-8800. United Bankshares operates 129 full service offices – 69 located throughout the Shenandoah Valley region of Virginia and the Northern Virginia, Maryland and Washington, D.C. metropolitan areas, 55 throughout West Virginia, 4 in southwestern Pennsylvania and 1 in southeastern Ohio.

For more information regarding United Bankshares, please see United Bankshares’ Annual Report on Form 10-K for the year ended December 31, 2014, its quarterly report on Form 10-Q for the quarter ended September 30, 2015 and its proxy statement for its 2015 Annual Meeting of shareholders, each of which are incorporated into this prospectus and proxy statement by reference.

United Bank

United Bank is a Virginia banking corporation that was incorporated on June 5, 1984. United Bank offers a full range of commercial and retail banking services and products.

United Bank’s present business is community banking. As of September 30, 2015, United Bank’s consolidated assets approximated $7.31 billion and total shareholders’ equity approximated $1.33 billion. At September 30, 2015, United Bank’s loan portfolio, net of unearned income, was $4.75 billion and its deposits were $5.00 billion.

The headquarters and executive officers of United Bank are located at 11185 Fairfax Boulevard, Fairfax, VA 22030. United Bank operates 69 full service offices throughout the Shenandoah Valley Region of Virginia and the Northern Virginia, Maryland and Washington, D.C. areas.

For more information regarding United Bank, please see United Bankshares’ Annual Report on Form 10-K for the year ended December 31, 2014, its quarterly report on Form 10-Q for the quarter ended September 30, 2015 and its proxy statement for its 2015 Annual Meeting of shareholders, each of which are incorporated into this prospectus and proxy statement by reference.

Georgetown

Georgetown is a District of Columbia chartered bank engaged in commercial banking activities in the Washington, DC metropolitan area, including Northern Virginia and the nearby suburbs of Maryland. As of September 30, 2015, Georgetown had total assets of $1.217 billion, total loans, net of unearned income and

reserves, of $865.9 million, total deposits of $959.1 million, and total shareholders’ equity of $123.5 million. Georgetown focuses on the local communities in Washington, DC metropolitan area, emphasizing personal relationship-banking service to businesses, professionals and individuals. Georgetown offers a full line of business-related loan, deposit and cash management products through experienced professionals.

Since Georgetown’s formation in 2005, Georgetown has focused on organic growth and expansion in the communities in its market area. Georgetown has opened eleven offices, including six in Washington, DC and one in each of Arlington, Virginia, McLean, Virginia, Tysons Corner, Virginia, Bethesda, Maryland and Chevy Chase, Maryland. In addition, Georgetown maintains three business production offices, two of which are located in Northern Virginia and one of which is located in Montgomery County, Maryland.

Georgetown’s primary business areas of focus include commercial real estate, non-real estate businesses including government contracting companies, professionals including accountants, doctors, lobbyists and lawyers, along with their associated firms, and the not-for-profit sector which includes associations, faith-related organizations and schools. Georgetown also provides a complete array of deposit, cash management and loan products and services to individuals. Georgetown plans to expand in each of these business sectors by continuing to emphasize its focus on prompt, professional and highly personalized, “relationship-banking” service.

Products and Services. Georgetown offers a broad range of banking products and services that Georgetown believes is competitively structured and priced in order to effectively compete in our market area. Georgetown’s lending services include commercial and business loans and lines of credit, residential and commercial real estate loans, construction loans and consumer loans and lines of credit. Georgetown deposit products include checking accounts, savings accounts, money market accounts and certificates of deposit. Georgetown also provides commercial cash management products and services such as lockbox, commercial deposit check imaging (electronic check deposits directly from our clients’ offices via an image scanning device) and positive pay (a payment security feature that enables our clients to validate/confirm a specific check presentment prior to payment being made). Other products include cashier’s checks, debit/credit cards, safe deposit boxes, traveler’s checks, ATM services, ACH services and electronic services, including both personal and business online banking.

Office Locations. Georgetown executive offices are located at 1115 30th Street, NW, Washington, DC 20007. Georgetown’s telephone number is (202) 355-1200. The addresses for Georgetown’s existing branch offices are listed in the following tables:

Washington, DC Branches:


~~113~~Branch		Address
Connecticut Avenue		1101 Connecticut Avenue, NW Washington, DC 20036

Enter into, establish, adopt or amend (except as may be required by applicable law or to satisfy previously disclosed contractual obligations existing as of the date of the merger agreement) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of Virginia Commerce or its subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder;Franklin Square		1350 I Street, Except as previously disclosed, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business and in a transaction that is not material to it and its subsidiaries taken as a whole;NW Washington, DC 20005

Georgetown		Except as previously disclosed or in the ordinary course of business, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity;1001 Wisconsin Avenue, NW Washington, DC 20007

~~Amend Virginia Commerce’s articles of incorporation or bylaws or the articles of incorporation or bylaws (or similar governing documents) of any of Virginia Commerce’s subsidiaries;~~Penn Quarter		822 E Street, Except in the ordinary course of business consistent with past practice, enter into or terminate any material contract or amend or modify in any material respect any of its existing material contracts in a manner that is material to Virginia Commerce and its subsidiaries taken as a whole;NW Washington, DC 20004

U Street		Except in the ordinary course of business consistent with past practice, settle any claim, action or proceeding, except for any claim, action or proceeding that does not involve precedent for other material claims, actions or proceedings and that involve solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to Virginia Commerce and its subsidiaries taken as whole;1301 U Street, NW Washington, DC 20009

~~Incur any indebtedness for borrowed money other than in the ordinary course of business;~~Winsor Branch		1115 30th Street, ~~Make any capital expenditure in excess of $200,000; or~~NW Washington, DC 20007 ~~Agree or commit to do any of the foregoing.~~ United Bankshares has agreed that, prior to the effective time, without the prior written consent of, or as previously disclosed to, Virginia Commerce, it will not and will cause each of its subsidiaries not to:

Virginia Branches:


~~Make, declare, pay or set aside for payment any extraordinary dividend, other than in connection with the United Bankshares Stock Repurchase Program;~~Branch		Address
Enter into any agreement, arrangement or understanding with respect to the merger, acquisition, consolidation, share exchange or similar business combination involving United Bankshares and/or a United Bankshares subsidiary, where the effect of such agreement, arrangement or understanding, or the consummation or effectuation thereof, would be reasonably likely to or does result in the termination of the merger agreement, materially delay or jeopardize the receipt of the approval of any regulatory authority or the filing of an application therefor, or cause the anticipated tax treatment of the transactions contemplated in the merger agreement to be unavailable; provided, however, that nothing in such covenant shall prohibit any such transaction that by its terms contemplates the consummation of the merger in accordance with the provisions of the merger agreement and that treats holders ofArlington		2300 Wilson Boulevard Arlington, Virginia ~~Commerce common stock, upon completion of the merger and their receipt of United Bankshares stock, in the same manner as the holders of United Bankshares stock;~~22201

Tysons Corner		~~Amend United Bankshares’ articles of incorporation or bylaws in a manner that would materially and adversely affect the benefits of the merger to the shareholders of~~1850 Towers Crescent Plaza Vienna, Virginia ~~Commerce; or~~22182

McLean		~~Agree or commit to do an of the foregoing.~~1420-A Chain Bridge Road Mclean, VA 22101

Maryland Branches:


~~114~~Branch		Address
Bethesda		7625 Wisconsin Avenue Bethesda, Maryland 20814

~~Termination of the Merger Agreement~~Friendship Heights		5410 Wisconsin Avenue ~~Virginia Commerce and United Bankshares may mutually agree to terminate the merger agreement at any time.~~Chevy Chase, MD 20815 Either Virginia Commerce or United Bankshares may terminate the merger agreement if the merger is not complete by November 30, 2013, unless the failure of the merger to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate. ~~United Bankshares may terminate the merger agreement if any of the following occurs:~~

Georgetown also maintains three business production offices. The addresses for Georgetown’s business production offices are listed in the following table:


The approval of any governmental entity required for consummation of the merger is denied by a final non-appealable action of such governmental entity or the shareholders of Virginia Commerce or United Bankshares do not approve the merger agreement;Business Production Office		Address
~~Virginia Commerce materially breaches any of its representations or obligations under the merger agreement, and does not cure the breach within 30 days;~~Gaithersburg		438 N. Frederick Avenue Gaithersburg, Maryland 20877

Virginia Commerce is not able to confirm, as of the effective date of the merger, (i) the continued accuracy of its representations and warranties in the merger agreement as of the effective date of the merger or (ii) the performance in all material respects of all of its obligations in the merger agreement; orCentreville		5885 Trinity Parkway, ~~Virginia Commerce’s board of directors fails to recommend approval of the merger agreement, withdraws its recommendation or modifies its recommendation in a manner adverse to United Bankshares.~~ ~~Virginia Commerce may terminate the merger agreement if any of the following occurs:~~Suite 140 Centreville, VA 20120

The approval of any governmental entity required for consummation of the merger is denied by a final non-appealable action of such governmental entity or the shareholders of United Bankshares or Virginia Commerce do not approve the merger agreement;Tysons Corner		1850 Towers Crescent Plaza ~~United Bankshares materially breaches any of its representations or obligations under the merger agreement, and does not cure the breach within 30 days;~~ United Bankshares is not able to confirm, as of the effective date of the merger, (i) the continued accuracy of its representations and warranties in the merger agreement as of the effective date of the merger or (ii) the performance in all material respects of all of its obligations in the merger agreement; The United Bankshares board of directors fails to recommend approval of the merger agreement and the issuance of United Bankshares common stock in connection with the merger to the United Bankshares shareholders, withdraws its recommendation or modifies its recommendation in a manner adverse to Virginia Commerce; or The price of United Bankshares common stock declines by more than 20% from $25.83 and underperforms an index of banking companies by more than 15% over a designated measurement period unless United Bankshares agrees to increase the number of shares of United Bankshares common stock to be issued to holders of Virginia Commerce common stock who are to receive shares of United Bankshares common stock in the merger to an amount that equals the economic value of the merger consideration to be received by Virginia Commerce shareholders as of the date the merger agreement was executed. Additionally, Virginia Commerce may terminate the merger agreement in order to enter into an agreement with respect to an unsolicited acquisition proposal that if consummated would result in a transaction more favorable to Virginia Commerce shareholders from a financial point of view, provided that United Bankshares does not make a counteroffer that is at least as favorable to the other proposal (as determined by the Virginia Commerce board of directors) and Virginia Commerce pays the termination fee described below. ~~115~~ ~~Effect of Termination; Termination Fee~~ If the merger agreement is validly terminated, the merger agreement will become void without any liability on the part of any party except that provisions relating to expenses and the termination fee will continue in effect and termination will not relieve a breaching party from liability for any willful breach of the merger agreement. ~~Virginia Commerce has agreed to pay a termination fee to United Bankshares equal to $20,000,000 if:~~ If Virginia Commerce terminates the merger agreement in order to concurrently enter into an agreement with respect to an unsolicited competing acquisition proposal received and considered by Virginia Commerce that, if consummated, would be more favorable to its shareholders from a financial point of view than the merger with United Bankshares and provided that United Bankshares does not make a counteroffer that is at least as favorable as the other proposal; or If United Bankshares terminates the merger agreement because Virginia Commerce’s board of directors fails to recommend, withdraws, modifies or changes its recommendation of the merger in a manner adverse to United Bankshares and within 12 months after the date of termination of the merger agreement, Virginia Commerce enters into an agreement with respect to an acquisition proposal or consummates an acquisition proposal. ~~Surrender of Stock Certificates~~ Computershare Limited will act as exchange agent in the merger and in that role will process the exchange of Virginia Commerce stock certificates for United Bankshares common stock. The exchange agent, or United Bankshares and Virginia Commerce if the exchange agent declines to do so, will also be making any computations required by the merger agreement, and all such computations will be conclusive and binding on the holders of Virginia Commerce common stock in the absence of manifest error.~~In any event, do not forward your Virginia Commerce stock certificates with your proxy card.~~ After the effective time of the merger, each certificate formerly representing Virginia Commerce common stock, until so surrendered and exchanged, will evidence only the right to receive the number of whole shares of United Bankshares common stock that the holder is entitled to receive in the merger, any cash payment in lieu of a fractional share of United Bankshares common stock and any dividend or other distribution with respect to United Bankshares common stock with a record date occurring after the effective time of the merger. The holder of such unexchanged certificate will not be entitled to receive any dividends or distributions payable by United Bankshares until the certificate has been exchanged. Subject to applicable laws, following surrender of such certificates, such dividends and distributions, together with any cash payment in lieu of a fractional share of United Bankshares common stock, will be paid without interest. After the completion of the merger, there will be no further transfers of Virginia Commerce common stock. Virginia Commerce stock certificates presented for transfer after the completion of the merger will be canceled and exchanged for the merger consideration. If your Virginia Commerce stock certificates have been either lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed before you receive any consideration for your shares. Upon request, our exchange agent, Computershare Limited, will send you instructions on how to provide evidence of ownership. ~~No Fractional Shares~~ Each holder of shares of common stock exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of United Bankshares common stock shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of United Bankshares common stock multiplied by (ii) the average of the daily closing prices for United Bankshares common stock for ~~116~~ the 20 consecutive full trading days on which shares of United Bankshares common stock are actually traded on Nasdaq ending on the tenth trading day prior to the date of completion of the merger. A Virginia Commerce shareholder whose direct shareholdings are represented by multiple Virginia Commerce stock certificates will have all shares associated with those stock certificates aggregated for purposes of calculating whole shares and cash in lieu of fractional shares to be received upon completion of the merger. ~~Assumption of Virginia Commerce Trust Preferred Securities~~ At the effective time of the merger, United Bankshares will expressly assume all of Virginia Commerce’s obligations under the debentures issued by Virginia Commerce to VCBI Capital Trust II, VCBI Capital Trust III and VCBI Capital Trust IV and any trust preferred securities issued by Virginia Commerce that are intended to be “qualified trust preferred securities” (as defined in applicable regulatory capital guidelines) or that are eligible for such treatment as grandfathered trust preferred securities. In connection therewith, to the extent applicable, as of the effective time of the merger, United Bankshares will be substituted for Virginia Commerce on such indentures, the subordinated debentures and trust preferred securities and will have executed any and all documents, instruments and agreements, including any supplemental indentures, guarantees or declarations of trust required by the aforementioned indentures, the subordinated debentures or the trust preferred securities issued by VCBI Capital Trust II, VCBI Capital Trust III and VCBI Capital Trust IV, or as may reasonably be requested by the trustees thereunder, and thereafter shall perform all of Virginia Commerce’s obligations with respect to the subordinated debentures and the trust preferred securities issued by VCBI Capital Trust II, VCBI Capital Trust III and VCBI Capital Trust IV. ~~Dissenters’ or Appraisal Rights~~ ~~Shareholders will not have any dissenters’ or appraisal rights in connection with the merger and the other matters described in this prospectus and joint proxy statement.~~ ~~Accounting Treatment~~ The merger will be accounted for as a business combination, as that term is used under U.S. generally accepted accounting principles. As such, the assets and liabilities of Virginia Commerce, as of the completion of the merger, will be recorded at their fair values as well as any identifiable intangible assets. Any remaining excess purchase price will be allocated to goodwill, will not be amortized and will be evaluated for impairment annually. Consolidated financial statements of United Bankshares issued after the consummation of the merger will reflect such values. In addition, costs incurred in connection with the business combination will be expensed as incurred unless related to the equity issuance. The operating results of Virginia Commerce will be included in United Bankshares’ consolidated financial statements from the date the merger is consummated and afterwards. ~~Management and Operations after the Merger~~ Two individuals from Virginia Commerce will join the United Bankshares board of directors at the effective time of the merger. In addition, the merger agreement provides for the appointment of three individuals from Virginia Commerce to the board of directors of United Bank (Virginia). Peter A. Converse shall be appointed to serve as the President of United Bank (Virginia) following completion of the merger of United Bank (Virginia) and Virginia Commerce Bank. See “The Merger – Interests of Certain Virginia Commerce Directors and Executive Officers in the Merger” beginning on page [—]. The remaining current directors and senior officers of United Bankshares are expected to continue in their current positions. Information about the current United Bankshares directors and executive officers can be found in the documents listed under “Where You Can Find More Information” beginning on page [—]. ~~117~~ ~~Resales of United Bankshares Common Stock~~ The shares of United Bankshares common stock to be issued to shareholders of Virginia Commerce under the merger agreement have been registered under the Securities Act of 1933 and, except for those restricted shares that will not experience accelerated vesting in the merger, may be freely traded without restriction by holders, including holders who were affiliates of Virginia Commerce on the date of the special meeting (except for such holders who become affiliates of United Bankshares as of the effective time of the merger via their appointment to the board of directors of United Bankshares or otherwise). All directors and executive officers of Virginia Commerce are considered affiliates of Virginia Commerce for this purpose. ~~118~~ ~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER~~ ~~General~~ The following summary sets forth the anticipated material U.S. federal income tax consequences of the merger to “U.S. holders” of Virginia Commerce common stock who exchange such stock for shares of United Bankshares common stock pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Such a change could affect the continuing validity of this summary. No assurance can be given that the Internal Revenue Service, or the IRS, would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below. For purposes of this summary, a “U.S. holder” is a beneficial owner of Virginia Commerce common stock that for U.S. federal income tax purposes is: (1) a citizen or resident of the United States; (2) a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any state or political subdivision thereof; (3) a trust (A) if (i) the administration thereof is subject to the primary supervision of a court within the United States, and (ii) one or more United States persons have the authority to control all substantial decisions of such trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or (4) an estate that is subject to U.S. federal income tax on its income regardless of the source. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Virginia Commerce common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Virginia Commerce common stock, you should consult your tax advisor. The following summary addresses only those U.S. Holders that hold their Virginia Commerce common stock as a capital asset within the meaning of Section 1221 of the Code. It does not address all the tax consequences that may be relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to special rules, including, without limitation: financial institutions; tax-exempt organizations; S corporations, partnerships or other pass-through entities (or an investor in an S corporation, partnership or other pass-through entities); insurance companies; mutual funds; dealers in stocks or securities, or foreign currencies; non-U.S. holders; a trader in securities who elects the mark-to-market method of accounting for the securities; persons that hold shares as a hedge against currency risk, a straddle or a constructive sale or conversion transaction; holders who acquired their shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; and holders of Virginia Commerce stock options, stock warrants or debt instruments. In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. ~~The Merger~~ Virginia Commerce and United Bankshares have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Consummation of the merger is conditioned upon United Bankshares receiving an opinion from Bowles Rice LLP and upon Virginia Commerce receiving an opinion from Troutman Sanders LLP, both to the effect that, based upon facts, representations and assumptions set forth in such opinions, the merger constitutes a reorganization within the meaning of Section 368(a) of the Code. The issuance of the opinions is conditioned on, among other things, such tax counsel’s receipt of representation letters from each of Virginia Commerce or United Bankshares, in each case in form and substance reasonably satisfactory to such counsel, and on customary factual assumptions. Neither of these opinions of counsel is binding on the IRS or the ~~119~~ courts and no ruling has been, or will be, sought from the IRS as to the U.S. federal income tax consequences of the merger. Accordingly, each Virginia Commerce shareholder should consult its tax advisor with respect to the particular tax consequences of the merger to such holder. The discussion set forth below under “Consequences to Virginia Commerce and United Bankshares” and “Consequences to Shareholders” assumes that, for U.S. federal income tax purposes, the merger will constitute a reorganization within the meaning of Section 368(a) of the Code. ~~Consequences to Virginia Commerce and United Bankshares~~ Each of Virginia Commerce and United Bankshares will be a party to the merger within the meaning of Section 368(b) of the Code, and neither Virginia Commerce nor United Bankshares will recognize any gain or loss as a result of the merger. ~~Consequences to Shareholders~~ ~~Exchange of Virginia Commerce Common Stock for United Bankshares Common Stock.~~ U.S. holders of Virginia Commerce common stock that exchange all of their Virginia Commerce common stock for United Bankshares common stock will not recognize income, gain or loss for U.S. federal income tax purposes, except, as discussed below, with respect to cash received in lieu of fractional shares of United Bankshares common stock. ~~Cash in Lieu of Fractional Shares.~~ U.S. holders of Virginia Commerce common stock that receive cash in lieu of fractional shares of United Bankshares common stock in the merger generally will be treated as if the fractional shares of United Bankshares common stock had been distributed to them as part of the merger, and then redeemed by United Bankshares in exchange for the cash actually distributed in lieu of the fractional shares, with the redemption generally qualifying as an “exchange” under Section 302 of the Code. Consequently, those holders generally will recognize capital gain or loss with respect to the cash payments they receive in lieu of fractional shares measured by the difference between the amount of cash received and the tax basis allocated to the fractional shares, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period of such shares is greater than one year. The deductibility of capital losses is subject to limitations. ~~Basis in United Bankshares Common Stock.~~ Each U.S. holder’s aggregate tax basis in United Bankshares common stock received in the merger will be equal to the U.S. holder’s aggregate adjusted tax basis in the Virginia Commerce common stock exchanged in the merger, decreased by the amount of any tax basis allocable to any fractional share interest for which cash is received (described above). The holding period of United Bankshares common stock received by a U.S. holder in the merger will include the holding period of the Virginia Commerce common stock exchanged in the merger if the Virginia Commerce common stock exchanged is held as a capital asset at the time of the merger. If a U.S. holder acquired different blocks of Virginia Commerce common stock at different times or at different prices, the United Bankshares common stock such holder receives will be allocated pro rata to each block of Virginia Commerce common stock, and the basis and holding period of each block of United Bankshares common stock such holder receives will be determined on a block-for-block basis depending on the basis and holding period of the blocks of Virginia Commerce common stock exchanged for such block of United Bankshares common stock. ~~Backup Withholding and Reporting Requirements~~ U.S. holders of Virginia Commerce common stock, other than certain exempt recipients, may be subject to backup withholding at a rate of 28% with respect to any cash payment received in the merger in lieu of fractional shares. However, backup withholding will not apply to any U.S. holder that either (a) furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding or (b) otherwise proves to United Bankshares and its exchange agent that the U.S. holder is exempt from backup withholding. ~~120~~ In addition, U.S. holders of Virginia Commerce common stock are required to retain permanent records and make such records available to any authorized IRS officers and employees. The records should include the number of shares of Virginia Commerce stock exchanged, the number of shares of United Bankshares stock received, the fair market value and tax basis of Virginia Commerce shares exchanged and the U.S. holder’s tax basis in the United Bankshares common stock received. If a U.S. holder of Virginia Commerce common stock that exchanges such stock for United Bankshares common stock is a “significant holder” with respect to Virginia Commerce, the U.S. holder is required to include a statement with respect to the exchange on or with the federal income tax return of the U.S. holder for the year of the exchange. A U.S. holder of Virginia Commerce common stock will be treated as a significant holder in Virginia Commerce if the U.S. holder’s ownership interest in Virginia Commerce is five percent (5%) or more of Virginia Commerce’s issued and outstanding common stock or if the U.S. holder’s basis in the shares of Virginia Commerce stock exchanged is one million dollars ($1,000,000) or more. The statement must be prepared in accordance with Treasury Regulation Section 1.368-3 and must be entitled “STATEMENT PURSUANT TO §1.368-3 BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT HOLDER”. The statement must include the names and employer identification numbers of Virginia Commerce and United Bankshares, the date of the merger, and the fair market value and tax basis of Virginia Commerce shares exchanged (determined immediately before the merger). The discussion of material U.S. federal income tax consequences set forth above is for general information only and does not purport to be a complete analysis or listing of all potential tax effects that may apply to a holder of Virginia Commerce common stock. We strongly encourage shareholders of Virginia Commerce to consult their tax advisors to determine the particular tax consequences to them of the merger, including the application and effect of federal, state, local, foreign and other tax laws. ~~121~~ ~~INFORMATION ABOUT UNITED BANKSHARES AND VIRGINIA COMMERCE~~ ~~United Bankshares~~ United Bankshares is a West Virginia corporation registered as a bank holding company pursuant to the BHCA. United Bankshares was incorporated on March 26, 1982, organized on September 9, 1982, and began conducting business on May 1, 1984 with the acquisition of three wholly-owned subsidiaries. Since its formation in 1982, United Bankshares has acquired twenty-eight banking institutions. At December 31, 2012, United Bankshares has two banking subsidiaries “doing business” under the name of United Bank, one operating under the laws of West Virginia referred to as United Bank (West Virginia) and the other operating under the laws of Virginia referred to as United Bank (Virginia). United Bankshares’ banking subsidiaries offer a full range of commercial and retail banking services and products. United Bankshares also owns nonbank subsidiaries that engage in other community banking services such as asset management, real property title insurance, investment banking, financial planning and brokerage services. As a bank holding company registered under the BHCA, United Bankshares’ present business is community banking. As of December 31, 2012, United Bankshares’ consolidated assets approximated $8.4 billion and total shareholders’ equity approximated $992 million. At December 31, 2012, United Bankshares’ loan portfolio, net of unearned income, was $6.5 billion and its deposits were $6.7 billion. The principal executive offices of United Bankshares are located in Parkersburg, West Virginia at Fifth and Avery Streets. The telephone number for United Bankshares’ principal executive offices is (304) 424-8800. United Bankshares operates 115 full service offices – 56 located throughout West Virginia, 54 throughout the Shenandoah Valley region of Virginia and the Northern Virginia, Maryland and Washington, D.C. metropolitan areas, 4 in southwestern Pennsylvania and 1 in southeastern Ohio. For more information regarding United Bankshares, please see United Bankshares’ Annual Report on Form 10-K for the year ended December 31, 2012 and its proxy statement for its 2013 Annual Meeting of shareholders, both of which are incorporated into this prospectus and joint proxy statement by reference. ~~Virginia Commerce~~ Virginia Commerce was organized under Virginia law on November 5, 1999 to become the holding company for Virginia Commerce Bank. Virginia Commerce acquired all of the outstanding shares of Virginia Commerce Bank on December 22, 1999, upon the effectiveness of the Agreement and Plan of Share Exchange dated September 22, 1999 between Virginia Commerce and Virginia Commerce Bank. As a result of the Agreement and Plan of Share Exchange, each share of Virginia Commerce Bank’s common stock was automatically exchanged for and converted into one share of Virginia Commerce common stock. Virginia Commerce Bank was organized as a national banking association and commenced operations on May 16, 1988. On June 1, 1995, Virginia Commerce Bank converted from a national banking association to a Virginia chartered bank which is a member of the Federal Reserve System. As of December 31, 2012, Virginia Commerce’s consolidated assets approximated $2.8 billion and total stockholders’ equity approximated $245 million. At December 31, 2012, Virginia Commerce’s loan portfolio, net of allowances for loan losses was approximately $2.1 billion and its deposits totaled approximately $2.2 billion. Virginia Commerce’s and Virginia Commerce Bank’s executive offices and main branch are located at 5350 Lee Highway, Arlington, Virginia. The telephone number for Virginia Commerce’s principal executive offices is (703) 534-0700. Virginia Commerce Bank currently has twenty-seven additional full service branch offices throughout Northern Virginia, an investment services office in Vienna, Virginia ~~and a residential mortgage lending office in Chantilly, Virginia.~~22182 For more information regarding Virginia Commerce, please see Virginia Commerce’s Annual Report on Form 10-K for the year ended December 31, 2012 and its proxy statement for its 2013 Annual Meeting of Stockholders, both of which are incorporated into this prospectus and joint proxy statement by reference. ~~122~~ ~~DESCRIPTION OF UNITED BANKSHARES CAPITAL STOCK~~ ~~General~~ The authorized capital stock of United Bankshares consists of 100,000,000 shares of common stock, par value $2.50 per share, and 50,000,000 shares of preferred stock, par value of $1.00 per share. United Bankshares has 50,867,630 shares of common stock issued (including 525,973 shares held as treasury shares) and no shares of preferred stock issued, each as of April 30, 2013. The outstanding shares are held by approximately 7,183 shareholders of record, as well as 16,342 shareholders in street name as of April 30, 2013. All outstanding shares of United Bankshares common stock are fully paid and nonassessable. The unissued portion of United Bankshares’ authorized common stock (subject to registration approval by the SEC) and the treasury shares are available for issuance as the board of directors of United Bankshares determines advisable. In May, 2011, the United Bankshares shareholders approved the 2011 Long-Term Incentive Plan, or the 2011 LTI Plan, to replace the 2006 Stock Option Plan, which expired in May, 2011. The purpose of the 2011 LTI Plan is to assist United Bankshares and its affiliates to attract and retain highly competent individuals to serve as key employees to United Bankshares and non-employee directors who will contribute to United Bankshares’ success, and to motivate such individuals to achieve long-term objectives that will inure to the benefits of all shareholders of United Bankshares. Under the 2011 LTI Plan, United Bankshares may award non-qualified stock options or incentive stock options, stock appreciation rights, restricted stock or restricted stock units. The maximum number of shares of United Bankshares common stock that may be issued under the plan is up to 1,500,000 shares over the five-year term of the plan to qualified officers or non-officer directors of United Bankshares and its subsidiaries. Any and all shares may be issued in respect of any of the types of awards, provided that (1) the aggregate number of shares that may be issued in respect of restricted stock awards, and restricted stock units awards that are settled in shares is 350,000, and (2) the aggregate number of shares that may be issued pursuant to stock options is 1,150,000. Any restricted stock or restricted stock units awarded under the plan will vest in 25% increments over the first four anniversaries of the award unless otherwise determined by United Bankshares Compensation Committee. Participants will become shareholders of United Bankshares with respect to all shares of restricted stock and will have all of the rights of a shareholder, including, but not limited to, the right to vote such shares and the right to receive dividends (or dividend equivalents). Any options granted by United Bankshares will have an exercise price equal to the fair market value of United Bankshares stock based on the closing stock price of United Bankshares’ common stock as of the date of grant. United Bankshares’ practice is to grant option awards as of the date approved by the Compensation Committee. United Bankshares has never granted an option priced on a date other than the grant date. These stock options will have value only if the market price of the common stock increases after the grant date. United Bankshares is prohibited from exchanging underwater stock options for a cash settlement. Options granted under the plan vest according to a schedule designated at the grant date. As of April 30, 2013, 105,525 shares of restricted stock and 378,000 shares representing stock options have been granted under the 2011 LTI Plan. United Bankshares currently has options outstanding from various option plans other than the 2011 LTI Plan, or the Prior Plans; however, no shares of United Bankshares common stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the plans is ten years. As of April 30, 2013, the number of shares of United Bankshares common stock underlying option awards issued under Prior Plans that remain in effect are 1,369,462 shares. In May 2006, the United Bankshares board of directors approved a stock repurchase plan, whereby United Bankshares could buy up to 1,700,000 shares of its common stock in the open market. As of April 30, 2013, United Bankshares had repurchased 1,377,800 shares under the repurchase plan. ~~123~~

DESCRIPTION OF UNITED BANKSHARES CAPITAL STOCK

General

The authorized capital stock of United Bankshares consists of 100,000,000 shares of common stock, par value $2.50 per share, and 50,000,000 shares of preferred stock, par value of $1.00 per share. United Bankshares has [●] shares of common stock issued (including [●] shares held as treasury shares) and no shares of preferred stock issued, each as of [●]. The outstanding shares are held by approximately [●] shareholders of record, as well as [●] shareholders in street name as of [●]. All outstanding shares of United Bankshares common stock are fully paid and nonassessable. The unissued portion of United Bankshares’ authorized common stock (subject to registration approval by the SEC) and the treasury shares are available for issuance as the board of directors of United Bankshares determines advisable.

In May, 2011, the United Bankshares shareholders approved the 2011 Long-Term Incentive Plan, or the 2011 LTI Plan, to replace the 2006 Stock Option Plan, which expired in May, 2011. The purpose of the 2011 LTI Plan is to assist United Bankshares and its affiliates to attract and retain highly competent individuals to serve as key employees to United Bankshares and non-employee directors who will contribute to United Bankshares’ success, and to motivate such individuals to achieve long-term objectives that will inure to the benefits of all shareholders of United Bankshares.

Under the 2011 LTI Plan, United Bankshares may award non-qualified stock options or incentive stock options, stock appreciation rights, restricted stock or restricted stock units. The maximum number of shares of United Bankshares common stock that may be issued under the plan is up to 1,500,000 shares over the five-year term of the plan to qualified officers or non-officer directors of United Bankshares and its subsidiaries. Any and all shares may be issued in respect of any of the types of awards, provided that (1) the aggregate number of shares that may be issued in respect of restricted stock awards, and restricted stock units awards that are settled in shares is 350,000, and (2) the aggregate number of shares that may be issued pursuant to stock options is 1,150,000. Any restricted stock or restricted stock units awarded under the plan will vest in 25% increments over the first four anniversaries of the award unless otherwise determined by United Bankshares Compensation Committee. Participants will become shareholders of United Bankshares with respect to all shares of restricted stock and will have all of the rights of a shareholder, including, but not limited to, the right to vote such shares and the right to receive dividends (or dividend equivalents). Any options granted by United Bankshares will have an exercise price equal to the fair market value of United Bankshares stock based on the closing stock price of United Bankshares’ common stock as of the date of grant. United Bankshares’ practice is to grant option awards as of the date approved by the Compensation Committee. United Bankshares has never granted an option priced on a date other than the grant date. These stock options will have value only if the market price of the common stock increases after the grant date. United Bankshares is prohibited from exchanging underwater stock options for a cash settlement. Options granted under the plan vest according to a schedule designated at the grant date. As of [●], [●] shares of restricted stock and [●] shares representing stock options have been granted under the 2011 LTI Plan.

United Bankshares currently has options outstanding from various option plans other than the 2011 LTI Plan, or the Prior Plans; however, no shares of United Bankshares common stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the plans is ten years. As of [●], the number of shares of United Bankshares common stock underlying option awards issued under Prior Plans that remain in effect are [●] shares.

In May 2006, the United Bankshares board of directors approved a stock repurchase plan, whereby United Bankshares could buy up to 1,700,000 shares of its common stock in the open market. As of September 30, 2015, United Bankshares had repurchased 1,377,800 shares under the repurchase plan.

Common Stock

Voting Rights. United Bankshares has only one class of stock issued and outstanding and all voting rights are vested in the holders of United Bankshares common stock. On all matters subject to a vote of shareholders, the shareholders of United Bankshares will be entitled to one vote for each share of common stock owned. United Bankshares does not have a classified board of directors. Shareholders of United Bankshares have cumulative voting rights with regard to election of directors. At the present time, no senior securities of United Bankshares are outstanding, nor does the board of directors presently contemplate issuing senior securities.

Dividend Rights. The shareholders of United Bankshares are entitled to receive dividends when and as declared by its board of directors. Dividends have been paid quarterly. Dividends were ~~$1.24~~$1.29 per share in ~~2012, $1.21~~2015, $1.28 per share in ~~2011~~2014 and ~~$1.20~~$1.25 per share in ~~2010.~~2013. The payment of dividends is subject to the restrictions set forth in the West Virginia Business Corporation Act and the limitations imposed by the Federal Reserve.

Payment of dividends by United Bankshares is dependent upon receipt of dividends from its banking subsidiaries. Payment of dividends by United Bankshares’ state member banking subsidiaries is regulated by the West Virginia Business Corporation Act and the limitations imposed by the Federal Reserve and generally, the prior approval of the Federal Reserve is required if the total dividends declared by a state member bank in any calendar year exceeds its net profits, as defined, for that year combined with its retained net profits for the preceding two years. Additionally, prior approval of the Federal Reserve is required when a state member bank has deficit retained earnings but has sufficient current year’s net income, as defined, plus the retained net profits of the two preceding years. The Federal Reserve may prohibit dividends if it deems the payment to be an unsafe or unsound banking practice. The Federal Reserve has issued guidelines for dividend payments by state member banks emphasizing that proper dividend size depends on the bank’s earnings and capital.

Liquidation Rights. Upon any liquidation, dissolution or winding up of its affairs, the holders of United Bankshares common stock are entitled to receive pro rata all of the assets of United Bankshares for distribution to shareholders. There are no redemption or sinking fund provisions applicable to the common stock.

Assessment and Redemption. Shares of United Bankshares common stock presently outstanding are validly issued, fully paid and nonassessable. There is no provision for any voluntary redemption of United Bankshares common stock.

Transfer Agent and Registrar. The transfer agent and registrar for United Bankshares common stock is Computershare Limited.

Preferred Stock

On December 23, 2008, the shareholders of United Bankshares authorized the issuance of preferred stock up to 50,000,000 shares with a par value of $1.00 per share. The authorized preferred stock may be issued by the United Bankshares board of directors in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the United Bankshares board of directors. Currently, no shares of preferred stock have been issued.

The authorization of preferred stock will not have an immediate effect on the holders of United Bankshares common stock. The actual effect of the issuance of any shares of preferred stock upon the rights of the holders of common stock cannot be stated until the United Bankshares board of directors determines the specific rights of any shares of preferred stock. However, the effects might include, among other things, restricting dividends on common stock, diluting the voting power of common stock, reducing the market price of common stock or impairing the liquidation rights of the common stock without further action by the shareholders. Holders of the common stock will not have preemptive rights with respect to the preferred stock.

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Preemptive Rights

No holder of any share of the capital stock of United Bankshares has any preemptive right to subscribe to an additional issue of its capital stock or to any security convertible into such stock.

Certain Provisions of the Bylaws

Indemnification and Limitations on Liability of Officers and Directors

As permitted by the West Virginia Business Corporation Act, the articles of incorporation of United Bankshares contain provisions that indemnify its directors and officers to the fullest extent permitted by West Virginia law. These provisions do not limit or eliminate the rights of United Bankshares or any shareholder to seek an injunction or any other non-monetary relief in the event of a breach of a director’s or officer’s fiduciary duty. In addition, these provisions apply only to claims against a director or officer arising out of his or her role as a director or officer and do not relieve a director or officer from liability if he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

In addition, the articles of incorporation of United Bankshares provide for the indemnification of both directors and officers for expenses that they incur in connection with the defense or settlement of claims asserted against them in their capacities as directors and officers. This right of indemnification extends to judgments or penalties assessed against them. United Bankshares has limited its exposure to liability for indemnification of directors and officers by purchasing directors and officers liability insurance coverage.

The rights of indemnification provided in the articles of incorporation of United Bankshares are not exclusive of any other rights that may be available under any insurance or other agreement, by vote of shareholders or disinterested directors or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling United Bankshares pursuant to the foregoing provisions, United Bankshares has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Shares Eligible for Future Sale

All of the shares that will be exchanged for shares of United Bankshares common stock upon consummation of the merger will be freely tradable without restriction or registration under the Securities Act.

United Bankshares cannot predict the effect, if any, that future sales of shares of its common stock, or the availability of shares for future sales, will have on the market price prevailing from time to time. Sales of substantial amounts of shares of United Bankshares common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of the shares.

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COMPARATIVE RIGHTS OF SHAREHOLDERS

The rights of United Bankshares shareholders are governed by the West Virginia Business Corporation Act. The rights of ~~Virginia Commerce~~Georgetown shareholders are governed by the ~~Virginia Stock Corporation Act.~~DC Business Code. The rights of shareholders under both corporations are also governed by their respective articles of incorporation and bylaws. Following the merger, the rights of ~~Virginia Commerce~~Georgetown shareholders that receive United Bankshares common stock will be governed by the articles and bylaws of United Bankshares. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, ~~Virginia Commerce’s~~Georgetown’s articles of incorporation and bylaws, United Bankshares’ articles of incorporation and bylaws, ~~Virginia~~District of Columbia law and West Virginia law.

Authorized Capital Stock

United Bankshares

100,000,000 shares of common stock, $2.50 par value per share and 50,000,000 shares of preferred stock, $1.00 par value per share.

~~Virginia Commerce~~Georgetown

~~50,000,000~~30,000,000 shares of common stock, ~~$1.00~~$0.01 par value per share and 1,000,000 shares of preferred stock, ~~$1.00~~no par ~~value per share.~~value.

Preemptive Rights

United Bankshares

The articles of incorporation of United Bankshares provide that shareholders do not have preemptive rights to purchase, subscribe for, or take any part of any stock, whether unissued or treasury shares, or any part of the notes, debentures, bonds or other securities issued, optioned or sold by United Bankshares.

~~Virginia Commerce~~Georgetown

The articles of incorporation of ~~Virginia Commerce~~Georgetown provide that shareholders ~~shall~~do not have ~~the~~ preemptive ~~right~~or preferential rights to ~~acquire~~subscribe for any shares, whether unissued or treasury shares, or to any obligations convertible into shares of ~~any class~~Georgetown unless otherwise determined by the Georgetown board of ~~stock~~directors and such preemptive rights are approved by two-thirds of ~~Virginia Commerce.~~Georgetown’s outstanding voting shares.

Size of Board of Directors

United Bankshares

United Bankshares’ bylaws provide that the board of directors shall consist of at least 5 and no more than 35 directors, provided that the number may be increased or decreased from time to time by an amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. The United Bankshares board of directors currently consists of 1512 individuals, and immediately following the merger will consist of 1713 individuals, all of whom are elected annually.

~~Virginia Commerce~~Georgetown

~~Virginia Commerce’s~~Georgetown’s bylaws and articles of incorporation provide that the board of directors shall consist of at least five and no more than 15 shareholders, the exact number within such limits to be fixed from time to time by resolution of a majority of the Georgetown board of directors or ~~by resolution~~a majority of the ~~shareholders of any meeting thereof but shall be not less than 5 nor more than 25 directors. Currently, 9 individuals serve on the~~Georgetown shareholders. The Georgetown board of directors currently consists of ~~Virginia Commerce.~~12 individuals.

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Cumulative Voting for Directors

Cumulative voting entitles each shareholder to cast an aggregate number of votes equal to the number of voting shares held, multiplied by the number of directors to be elected. Each shareholder may cast all of his or her votes for one nominee or distribute them among two or more nominees, thus permitting holders of less than a majority of the outstanding shares of voting stock to achieve board representation. Where cumulative voting is not permitted, holders of all outstanding shares of voting stock of a corporation elect the entire board of directors of the corporation.

~~United Bankshares~~

United Bankshares shareholders are allowed to cumulate their votes in the election of directors. Each share of United Bankshares stock may be voted for as many individuals as there are directors to be elected. Directors are elected by a plurality of the votes cast by the holders entitled to vote at the meeting.

~~Virginia Commerce~~

Virginia Commerce shareholders are not allowed to cumulate their votes in the election of directors. Directors are elected by a plurality of the votes cast by the holders entitled to vote at the meeting.


United Bankshares		Georgetown

United Bankshares shareholders are allowed to cumulate their votes in the election of directors. Each share of United Bankshares stock may be voted for as many individuals as there are directors to be elected. Directors are elected by a plurality of the votes cast by the holders entitled to vote at the meeting.		Georgetown shareholders are prohibited from cumulating their votes in the election of directors.

Classes of Directors

~~United Bankshares~~

~~United Bankshares only has one class of directors.~~

~~Virginia Commerce~~

~~Virginia Commerce has only one class of directors.~~


United Bankshares		Georgetown

United Bankshares only has one class of directors.		Georgetown has three classes of directors. Each class serves up to three year terms.

Qualifications of Directors


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares has retirement provisions based on age in its Corporate Governance Policy. United Bankshares’ bylaws do not require that a person own shares of stock of United Bankshares to be qualified as a director.		~~Virginia Commerce’s~~Georgetown does not have director retirement provisions based on age. Georgetown’s bylaws ~~state that no person 80 years of age or older is eligible for election, reelection or appointment to the board of directors,~~ and no director may continue to serve on the board of directors beyond the date of the meeting of shareholders for the election of the director immediately following his or her 80th birthday. Virginia Commerce’s bylawsarticles do not require that a person own shares of ~~stock of Virginia Commerce~~Georgetown to be qualified as a director.

Filling Vacancies on the Board


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares’ bylaws provide that each vacancy existing on the board of directors and any directorship to be filled by reason of an increase in the number of directors, unless the articles of incorporation or bylaws provide that a vacancy shall be filled in some other manner, may be filled by the affirmative vote of a majority of the remaining directors at an annual, regular or special meeting of the board of directors. Any directorship to be filled by the board of directors by reason of a vacancy or an increase in the number of directors may be filled for a term of office continuing only until the next election of directors by the shareholders.		~~Virginia Commerce’s~~Georgetown’s articles of incorporation and bylaws provide that ~~when~~ any vacancy ~~occurs among the directors, the vacancy may be filled by Virginia Commerce shareholders, by~~on the board of directors at a regular meeting or special meeting called for that purpose, or, if the remaining directors constitute less than a quorum, by the affirmative vote of a majority of the directors remaining in office. Any directorship toshall be filled by the remaining members of the board of directors; provided that the board of directors ~~by reason~~may not increase the size of the board to a ~~vacancy or an increase in~~number which exceeds the number of directors ~~may be filled for a term of office continuing only until the next election of directors~~last elected by the ~~shareholders.~~shareholders by more than two.

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Removal of Directors


United Bankshares		~~Virginia Commerce~~Georgetown

Under West Virginia law any member of the board may be removed, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.		~~Under Virginia law the~~Georgetown’s articles of incorporation provide that a director may be removed by Georgetown shareholders ~~of Virginia Commerce,~~ at a ~~special~~ meeting called to remove such director for ~~such purpose, may remove any member~~cause or for failing to fulfill one of the ~~board~~affirmative qualification requirements; provide that a director may not be removed if the number of ~~directors with~~votes sufficient to elect him or ~~without cause.~~her is voted against his or her removal.

Notice of Shareholder Proposals and Director Nominations


United Bankshares		~~Virginia Commerce~~Georgetown

Shareholders may make a nomination for director provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman or President of United Bankshares no later than 10 days from the date the notice on the meeting of shareholders was mailed; however, in the event the notice is mailed less than 13 days prior to the meeting, such nomination or nominations must be received no later than three days prior to any meeting of the shareholders wherein directors are to be elected. United Bankshares’ bylaws do not address shareholder proposals except with regard to the nomination of directors.		~~Virginia Commerce’s bylaws provide~~Shareholders may make a nomination for director provided that ~~any shareholder entitled to vote in the election of directors may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make~~ such nomination or nominations ~~has been given, either by personal delivery or by United States mail, postage prepaid,~~must be made in writing, delivered to the ~~Secretary~~president of ~~Virginia Commerce not~~the bank and to the commissioner, no later than ~~(i) with respect~~14 days nor more than 50 days prior to ~~an election to be held at an annual~~any meeting of shareholders ~~90 days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to an election to be held at a special meeting of the shareholders~~called for the election of ~~directors,~~directors; provided that if less than 21 days’ notice of the meeting is given to the shareholders, such nomination shall be mailed to the president of the bank and to the commissioner not later than the close of business on the seventh day following the ~~date~~day on which the notice of ~~such~~ meeting ~~is first given to shareholders. Such notices must contain specific information as further delineated in Virginia Commerce’s bylaws. Virginia Commerce’s~~was mailed. Georgetown’s bylaws do not address shareholder proposals except with regard to the nomination of directors.

Anti-Takeover Provisions – Business Combinations


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares’ articles of incorporation and bylaws do not contain any anti-takeover provisions. In addition, West Virginia corporate law does not contain statutory provisions concerning restrictions on business combinations.		~~Virginia Commerce’s~~Georgetown’s articles of incorporation provide for a higher voting standard for shareholder action than the standard called for by the DC Business Code. See “–Vote Required for Amendments to Articles of Incorporation and ~~bylaws do~~Certain Transactions.” The DC Business Code does not contain ~~any anti-takeover provisions. Under Virginia law, there are~~ statutory provisions concerning ~~“affiliated transactions” and “control share acquisitions,” neither of which is applicable to the transactions contemplated by the merger.~~restrictions on business combinations.

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Shareholder Action Without a Meeting

West Virginia law provides that action required or permitted by law to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if a written consent ~~which~~that describes the action is signed by all of the shareholders entitled to vote on the matter and is filed with the records of the shareholder meeting.

Unless otherwise set forth in the corporation’s articles of incorporation, ~~Virginia~~District of Columbia law provides that action required or permitted by law to be adopted or taken at a shareholders’ meeting may be adopted or taken without a meeting and if the action is adopted or taken by all shareholders entitled to vote on the action, and any such written consent shall be signed by all shareholders entitled to vote on the action, bear the date of each signature and delivered for inclusion with the minutes or corporate records of the corporation.


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares’ articles of incorporation and bylaws are silent as to shareholder action without a meeting. Accordingly, West Virginia law would govern.		~~Virginia Commerce’s~~Georgetown’s articles of incorporation and bylaws ~~do not modify the rights of shareholders~~are silent as to ~~act by written consent~~shareholder action without a meeting. Accordingly, District of Columbia law would govern.

Calling Annual Meetings of Shareholders


United Bankshares		~~Virginia Commerce~~Georgetown

The annual meeting of the shareholders of United Bankshares shall be held on the third Monday in May of each calendar year or on such other date as may be designated in the notice and call of such meeting, at the principal office of United Bankshares, or at such other place either within or without the State of West Virginia as the board of directors shall, from time to time, determine, and the place and the hour at which such meeting shall be held shall be stated in the notice and call of such meeting.		The ~~regular~~ annual meeting of the shareholders ~~for~~of Georgetown shall be held at such time and date as the ~~election~~board of directors ~~and for the transaction of whatever other business~~ may ~~properly come before the meeting,~~designate and shall be held at the main office of ~~Virginia Commerce,~~the corporation or such other place as the board of directors may ~~designate, each year on such day as the board of directors determine.~~designate.

Notice of Meetings


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares’ bylaws require that the notice of annual and special meetings be given by mailing to each shareholder a written notice specifying the time and place of such meeting, and, in the case of special meetings, the business to be transacted. The notice must be mailed to the last addresses of the shareholders as they respectively appear upon the books of United Bankshares, and in the case of annual meetings, not less than 10 days, and in the case of special meetings, not less than 5 days, before the date of such meeting.		~~Notice~~Georgetown’s bylaws require that the notice of ~~any~~ annual orand special ~~meeting of Virginia Commerce shareholders must~~meetings be ~~mailed postage prepaid, at least 10 days prior to but not more than 60 days prior to the date thereof, addressed~~given by mailing a notice to each shareholder at ~~his~~the address appearing on the books of ~~Virginia Commerce unless notice is waived by unanimous consent~~the corporation. Notices for special meeting must state the purpose of ~~all shareholders. However, Virginia law requires that for a meeting of shareholders to act on an amendment to~~ the ~~articles of incorporation, a plan of merger, a share exchange or certain other extraordinary measures specified by Virginia law,~~meeting. The notice must be ~~given at least 25~~mailed to the last address of the shareholders as they appear upon the books of Georgetown, and for both annual and special meetings, not less than 10 days ~~prior to, but not more than 60 days prior to,~~before the date of such meeting.

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Vote Required for Amendments to Articles of Incorporation and Certain Transactions

West Virginia law and ~~Virginia~~District of Columbia law provide that on matters other than the election of directors and certain extraordinary corporate actions, if a quorum is present, then action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law or the articles of incorporation or bylaws. The articles of incorporation or bylaws of United Bankshares ~~and Virginia Commerce~~ do not require a greater number. The articles of incorporation of Georgetown require the affirmative vote of the holders of a majority of the voting interest in the outstanding voting stock entitled to be cast on the matter, unless a greater amount is required by law. An abstention is not considered a “vote cast” for purposes of the voting requirements, but a shareholder who abstains in person or by proxy is considered present for purposes of the quorum requirement.


United Bankshares		~~Virginia Commerce~~Georgetown

Under West Virginia law, the United Bankshares articles of incorporation may be amended by the affirmative vote of a majority of ~~all~~the votes ~~of shareholders entitled to be~~ cast on the matter assuming a quorum is present the meeting, unless a different number is specified in the articles of incorporation or required by the board of directors. The articles of incorporation of United Bankshares do not specify a different number. Under West Virginia law, a consolidation, merger, share exchange or transfer must be approved by the ~~shareholders~~affirmative vote of ~~the corporation at a meeting at which a quorum exists consisting of at least~~ a majority of the votes ~~entitled to be~~ cast on the ~~matter.~~matter assuming a quorum is present at the meeting. The articles of incorporation of United Bankshares do not provide for a different number.		~~Virginia Commerce’s~~ Under District of Columbia law, assuming a quorum is present, a corporation’s articles of incorporation ~~require~~may be amended if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law or the articles of incorporation. An amendment of the articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than the foregoing voting standard, must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. Georgetown’s articles of incorporation provide that any amendment to the articles of incorporation, unless otherwise required by law, must be approved by the affirmative vote of the holders of a majority of the voting interest in the outstanding voting stock entitled to be cast on the matter. Under District of Columbia law, a plan of merger or share exchange must be approved by the affirmative vote of a majority ~~(50.1%)~~ of the ~~shares of its capital stock issued, outstanding and entitled to vote to approve any amendment to its~~votes cast on the matter assuming a quorum is present at the meeting, unless Georgetown’s articles of incorporation provides for a greater amount. Georgetown’s articles of incorporation provide that any ~~merger or consolidation, any share exchange, or certain other extraordinary actions.~~shareholder action, unless otherwise required by law, must be approved by the affirmative vote of the holders of a majority of the voting interest in the outstanding voting stock entitled to be cast on the matter.

Amendment of Bylaws


United Bankshares		~~Virginia Commerce~~Georgetown

Under West Virginia law, the United Bankshares bylaws may be amended by the affirmative vote of a majority of all votes of shareholders entitled to be cast on the matter, unless a different number is specified in the articles of incorporation or required by the board of directors. The articles of incorporation of United Bankshares do not specify a different number. Under West Virginia law and United Bankshares’ bylaws, both the board of directors and shareholders have the power to amend the bylaws.		~~Virginia Commerce’s~~ District of Columbia law is silent as to voting requirements for a corporation’s bylaws. Georgetown’s bylaws ~~may be amended, altered or repealed at any regular meeting of~~require the ~~board of directors, by a~~ vote of a majority of the total number of directors then in office to amend, alter or ~~at any special or annual meeting of shareholders, by a vote of a majority of~~repeal the ~~shares of Virginia Commerce’s capital stock issued, outstanding and entitled to vote.~~bylaws.

Appraisal Rights


United Bankshares		~~Virginia Commerce~~Georgetown

Under West Virginia law, shareholders are generally entitled to object and receive payment of the fair value of their stock in the event of any of the following corporate actions: merger, transfer of all or substantially		Under Virginia law, shareholders are generally entitled to object and receive payment of the fair value of their stock in the event of any of the following corporate actions: merger, transfer of all or

~~130~~

all of the corporation’s assets, participation in a share exchange as the corporation the stock of which is to be acquired, or an amendment to the articles of incorporation that reduces the number of shares of a class or series owned by shareholders to a fraction of a share if the corporation has the obligation or right to repurchase the fractional shares. However, appraisal rights are not available to shareholders in the event of one of the foregoing corporate actions if the stock is (i) listed on the New York Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held by 2,000 or more shareholders and the outstanding shares of stock, excluding shares held by affiliates or shareholders holding more than 10% of the outstanding shares, have an aggregate market value of $20 million or more.

Appraisal rights will not be available to the shareholders of United Bankshares in connection with the proposed merger of Virginia Commerce into United Bankshares because the stock of United Bankshares is designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

~~substantially all~~Under District of Columbia law, shareholders are generally entitled to object and receive payment of the ~~corporation’s assets, participation~~fair value of their stock in athe event of any of the following corporate actions: merger, share exchange asin which the corporation is the ~~stock~~acquired corporation if the shareholder is entitled to vote on the exchange, disposition of ~~which is to be acquired, or~~assets, an amendment to the articles of incorporation that reduces the number of shares of a class or series owned by shareholders to a fraction of a share if the corporation has the obligation or right to repurchase the fractional ~~shares.~~shares, certain domestications, and consummation of a conversion of the corporation to a different form of entity. However, appraisal rights are not available to shareholders ~~in the event of one of the foregoing corporate actions~~ if the ~~stock~~shares are (i) isa covered security under the Securities Act, (ii) traded in an organized market and ~~(ii) has~~held by 2,000 or more shareholders and the outstanding shares of stock, excluding shares held by affiliates or shareholders holding more than 10% of the outstanding shares, have an aggregate market value of $20 million or more, ~~exclusive of the value of such shares held~~or (iii) issued by ~~the corporation’s subsidiaries, senior executives, directors and beneficial shareholders owning more than 10% of such shares.~~

~~Appraisal rights will not be available to the shareholders of Virginia Commerce in connection~~an open end management investment company registered with the ~~proposed merger of Virginia Commerce into United Bankshares because the stock of Virginia Commerce is listed on Nasdaq.~~

Securities and Exchange Commission.

Dividends


United Bankshares		~~Virginia Commerce~~Georgetown

A West Virginia corporation generally may pay dividends in cash, property or its own shares except when the corporation is unable to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the dividend, to satisfy any shareholders who have rights superior to those receiving the dividend.		A ~~Virginia~~District of Columbia corporation generally may pay dividends ~~in cash, property or~~to its ~~own shares~~shareholders except, ~~when~~after giving effect to the dividend, a corporation iswould be unable to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the dividend, to satisfy any shareholders who have rights superior to those receiving the dividend.

Discharge of Duties; Exculpation and Indemnification

West Virginia law requires that a director of a West Virginia corporation discharge duties as a director in good faith, in a manner reasonably believed to be in the best interest of the corporation and with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

~~Virginia~~District of Columbia law requires that a director of a ~~Virginia~~District of Columbia corporation discharge duties as a director in accordance with his or her good faith ~~business judgment of~~and in a manner the director reasonably believes to be in the best interests of the corporation.

~~131~~


United Bankshares		~~Virginia Commerce~~Georgetown

United Bankshares’ articles of incorporation provide that each director or officer of United Bankshares shall be indemnified for costs and expenses arising out of any criminal or civil suit or proceeding against the director or officer by reason of being a director or officer of United Bankshares. However, a director or officer shall not be indemnified if he or she is adjudged in such suit or proceeding to be liable for gross negligence or willful misconduct in performance of a duty owed to the corporation.		~~Virginia Commerce’s~~Georgetown’s articles of incorporation provide that to the full extent permitted by the Virginia Stock Corporation Act, a director or officer of Virginia Commerce shall not be liable to Virginia Commerce or its shareholders for monetary damages. Virginia Commerce’s articles of incorporation provide that, to the full extent permitted by the Virginia Stock Corporation Act, Virginia Commerce shall indemnify a director or officer who is or was a party to any proceeding by reason of the fact that he or she was a director or officer of Virginia Commerce or serving at the request of Virginia Commerce as a director, officer, employee or ~~agent~~controlling stockholder may be indemnified for (i) expenses related to an administrative proceeding or civil action initiated by any federal banking agency that are reasonable and consistent with the requirements of ~~another entity.~~12 U.S.C. 1828(k) and the implementing regulations thereof and (ii) damages and expenses, including the advancement of expenses and legal fees, in cases involving administrative proceeding or civil action not initiated by a federal banking agency, in accordance with the laws of the District of Columbia, provided that such payments are consistent with safe and sound banking practices.

~~132~~83

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GEORGETOWN

~~UNITED BANKSHARES~~

The following table sets forth certain information as of ~~May 1, 2013,~~January 19, 2016, concerning the number and percentage of shares of ~~United Bankshares~~Georgetown common stock beneficially owned by each of ~~United Bankshares’~~Georgetown’s directors and ~~named~~ executive officers and by ~~United Bankshares’~~Georgetown’s directors and executive officers as a group. In addition, the table includes information with respect to persons known to ~~United Bankshares~~Georgetown who own or may be deemed to own more than 5% of ~~United Bankshares~~Georgetown common stock as of ~~May 1, 2013.~~January 19, 2016. Except as otherwise indicated, all shares are owned directly, the named person possesses sole voting and sole investment power with respect to all such shares, and none of such shares are pledged as security.

   Number of Shares Beneficially
Owned⁽¹⁾ Percentage of Class
Beneficially Owned⁽²⁾
Directors:

Richard M. Adams, Chairman and CEO, Director
   819,675    1.61 %
Robert G. Astorg, Director
   39,205    *
W. Gaston Caperton, III, Director
   31,984    *
Lawrence K. Doll, Director
   4,700    *
Theodore J. Georgelas, Director
   46,178    *
F. T. Graff, Jr. , Director
   38,096    *
Douglas J. Leech, Director
   51,600    *
John M. McMahon, Director
   300,000    *
J. Paul McNamara, Director
   96,597    *
Mark R. Nesselroad, Director
   76,271    *
William C. Pitt, III, Director
   7,559    *
Donald L. Unger, Director
   21,659    *
Mark K. Weddle, Director
   7,112    *
Gary G. White, Director
   40,626    *
P. Clinton Winter, Jr. , Director
   495,568    *
Named Executive Officers:

Steven E. Wilson, Executive Vice President, Chief Financial Officer, Secretary and Treasurer
   176,275    *
James B. Hayhurst, Jr., Executive Vice President
   100,588    *
James J. Consagra, Jr., Executive Vice President
   86,222    *
Richard M. Adams, Jr., Executive Vice President
   116,334    *
5% Shareholders who are not Directors or Named Executive Officers

BlackRock, Inc.
40 East 52^nd Street, New York, NY 10022    4,544,369 ⁽³⁾ 9.04 %
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355    2,867,943 ⁽⁴⁾ 5.70 %
United Bank (WV) Trust Department
514 Market Street, Parkersburg, WV 26101
(2,564,173 shares or 5.09% are registered under the nominee name of Parbanc Co.)    2,564,173 ⁽⁵⁾ 5.09 %
All Directors and Executive Officers as a Group (22)
   4,521,133    9.85 %


	Number of Shares Beneficially Owned			Percentage of Class Beneficially Owned
5% Shareholders:
Commerce Street Financial Partners, LP 1445 Ross Avenue, Suite 2700 Dallas, Texas 75202		457,803			6.10	%
Banc Funds Co. LLC 20 North Wacker Drive, Suite 3300 Chicago, Illinois 60606		387,320			5.16	%

Directors:
Michael P. Fitzgerald, Founder, Chairman, President and Chief Executive Officer		356,434	⁽¹⁾		4.75
James J. Abdo		9,000			*
Howard C. Bluver		42,943	⁽²⁾		*
Terence W. Collins		31,812	⁽³⁾		*
William H. Edwards, Jr.		59,437	⁽⁴⁾		*
Michael M. McCarthy		72,339	⁽⁵⁾		*
Melinda H. McClure		45,153	⁽⁶⁾		*
James R. Nugent, Jr.		71,241	⁽⁷⁾		*
Clifton E. Rodgers, Jr.		13,836	⁽⁸⁾		*
R. Bradley Runyan		40,887	⁽⁹⁾		*
John J. Ryan, III		115,640	⁽¹⁰⁾		1.54
Anthony A. Williams		0			*

Executive Officers:
Domingo Rodriguez, Executive Vice President and Chief Financial Officer		87,427	⁽¹¹⁾		1.16
Timothy Veith, Executive Vice President and Chief Lending Officer		40,933	⁽¹²⁾		*
Charles J. Hedderly, Executive Vice President and Chief Credit Officer		30,565	⁽¹³⁾		*

Directors and Executive Officers as a group (15 persons)		1,017,647	⁽¹⁴⁾		13.56	%

*	Represents less than 1% of Georgetown’s outstanding common stock.

(1)

Includes (a) 141,563 shares which may be acquired upon the exercise of stock ~~held by United Bank (West Virginia)’s Trust Department which shares beneficial ownership as described in this footnote. The following directors each exercise voting authority over the number~~options exercisable within 60 days of shares indicated as follows: Mr. Caperton, 3,351 shares; Mr. Graff, 32,296 shares; Mr. Pitt, 1,359 shares; Ms. Weddle, 7,112 shares; and Mr. Winter, 8,153 shares. United Bank (West Virginia)’s Board of Directors

~~133~~

~~exercises voting authority over 2,418,219~~January 19, 2016, (b) 24,234 shares held ~~by United Bank (West Virginia)’s Trust Department. All~~jointly with Mr. Fitzgerald’s spouse, (c) 6,800 shares in UTMA accounts for the benefit of ~~these~~Mr. Fitzgerald’s daughters, (d) 6,000 shares ~~are included~~registered to Mr. Fitzgerald’s spouse and (e) 1,330 shares in ~~the 4,521,133 shares held by all directors, nominees and executive officers as a group. Also includes shares pledged as collateral as follows:~~ Mr. R. Adams, 54,428 shares; Mr. Astorg, 19,400 shares; Mr. Georgelas, 43,964 shares; Mr. Graff, 4,000 shares; and Mr. Winter, 89,996 shares. Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The following number of shares may be held in the name of spouses, children, certain relatives, trust, estates and certain affiliated companies as to which shared voting and/or shared investment powers may exist: Mr. R. Adams, 13,444 shares; Mr. Astorg, 19,808 shares; Mr. Caperton, 28,633 shares; Mr. Georgelas, 1,314 shares; Mr. Graff, 13,800 shares; Mr. McNamara, 40,800 shares; Mr. Nesselroad, 61,493 shares; Mr. Unger, 19,799 shares; Mr. White, 30,000 shares; and Mr. Winter, 44,852 shares.Fitzgerald’s daughters’ names.

(2)	* IndicatesIncludes (a) 32,200 share held jointly with Mr. Bluver’s spouse and (b) 10,743 shares which may be acquired upon the ~~director owns less than 1%~~exercise of ~~United Bankshares’ issued and outstanding shares.~~stock options exercisable within 60 days of January 19, 2016.

(3)

~~BlackRock, Inc., or BlackRock, is a global investment management firm that serves institutional~~Includes (a) 21,000 shares held jointly with Mr. Collins’ spouse and retail clients, including pension funds, foundations, endowments, official institutions, insurance companies, subadvisory relationships, high net worth individuals, family offices and private banks. BlackRock beneficially owns 4,544,369 or 9.04%(b) 8,612 shares which may be acquired upon the exercise of ~~United Bankshares common stock. BlackRock holds sole voting and dispositive authority for these shares. BlackRock’s address and holdings are based solely on a Schedule 13G filing with SEC dated~~stock options exercisable within 60 days of January ~~31, 2013 made by BlackRock setting forth information as of December 31, 2012.~~19, 2016.

(4)

~~The Vanguard Group, or Vanguard, is one~~Includes (a) 5,376 shares which may be acquired upon the exercise of stock options exercisable within 60 days of January 19, 2016, (b) 4,423 shares in held in trust for the ~~world’s largest investment management companies, serving individual investors, institutions, employer-sponsored retirement plans,~~benefit of Mr. Edwards’ daughter and ~~financial professionals. Vanguard beneficially owns 2,867,943 or 5.70%~~(c) 4,423 shares held in trust for the benefit of United Bankshares common stock. Of these beneficially-owned shares, Vanguard holds sole voting authority over 75,950 shares, sole dispositive authority over 2,794,693 shares, and shared dispositive authority over 73,250 shares. Vanguard’s address and holdings are based solely on a Schedule 13G filing with the SEC dated February 12, 2013 made by Vanguard setting forth information as of December 31, 2012.

~~(5)~~

The Trust Department of United Bank (West Virginia), a wholly-owned subsidiary of United, holds in fiduciary or agency capacity 2,564,173 shares or 5.09% of United Bankshares stock. The investment authority for these shares is held by the Trust Department and is exercised by United Bank (West Virginia)’s Board of Directors. Of these total shares, the Trust Department holds sole voting authority for 2,418,219 shares or 4.75% of United’s outstanding common stock which is exercised by United Bank (West Virginia)’s Board of Directors.Mr. Edwards’ son.

~~134~~84

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF VIRGINIA COMMERCE~~

The following table sets forth certain information as of May 1, 2013, concerning the number and percentage of shares of Virginia Commerce common stock beneficially owned by each of Virginia Commerce’s directors and named executive officers and by Virginia Commerce’s directors and executive officers as a group. In addition, the table includes information with respect to persons known to Virginia Commerce who own or may be deemed to own more than 5% of Virginia Commerce common stock as of May 1, 2013. Except as otherwise indicated, all shares are owned directly, the named person possesses sole voting and sole investment power with respect to all such shares, and none of such shares are pledged as security.

(5)
	~~Number~~Includes 12,139 shares which may be acquired upon the exercise of ~~Shares~~ ~~Beneficially Owned~~			~~Percentage of Class~~ ~~Beneficially Owned~~⁽¹⁾
~~Directors:~~
~~Leonard Adler, Director~~		~~1,010,951~~	⁽²⁾		~~3.08~~	%
~~Michael G. Anzilotti, Director~~		~~138,489~~	⁽³⁾		~~0.42~~	%
~~Thomas A. Burdette, Director~~		~~30,396~~	⁽⁴⁾		~~0.09~~	%
~~Peter A. Converse, Director, President and Chief Executive Officer of the Company, President and Chief Executive Officer of the Bank~~		~~1,176,729~~	⁽⁵⁾		~~3.59~~	%
~~W. Douglas Fisher, Chairman of the Board of Directors~~		~~738,753~~	⁽⁶⁾		~~2.26~~	%
~~David M. Guernsey, Vice Chairman of the Board of Directors~~		~~392,783~~	⁽⁷⁾		~~1.20~~	%
~~Kenneth R. Lehman, Director and Secretary~~		~~1,441,441~~	⁽⁸⁾		~~4.42~~	%
~~Norris E. Mitchell, Director~~ ~~8560 Georgetown Pike~~ ~~McLean, Virginia 22102~~		~~1,721,509~~	⁽⁹⁾		~~5.19~~	%
~~Todd A. Stottlemyer, Director~~		~~15,280~~	⁽¹⁰⁾		~~0.05~~	%
~~Named Executive Officers Who Are Not Directors:~~⁽¹⁰⁾
~~Mark S. Merrill, Executive Vice President, CFO~~		~~12,692~~	⁽¹¹⁾		~~0.04~~	%
~~Richard B. Anderson, Jr., Executive Vice President, CLO~~		~~277,357~~	⁽¹²⁾		~~0.85~~	%
~~Patricia M. Ostrander, Executive Vice President, CAO~~		~~81,794~~	⁽¹³⁾		~~0.25~~	%
~~Steven A. Reeder, Executive Vice President, CDO~~		~~61,646~~	⁽¹⁴⁾		~~0.19~~	%
~~Wilmer L. Tinley, Jr., Former Interim CFO~~		—	⁽¹⁵⁾		—
~~All directors and executive officers as a group (15 persons)~~		~~7,118,665~~	⁽¹⁶⁾		~~20.88~~	%
~~5% Shareholders Who Are Not Directors or Named Executive Officers~~
~~The Banc Funds Company. LLC~~ ~~20 North Wacker Drive, Suite 3300~~ ~~Chicago, Illinois 60606~~		~~1,891,452~~	⁽¹⁷⁾		~~5.81~~	%

~~(1)~~

~~Based on 32,579,740 shares outstanding as of May 1, 2013, except with respect to individuals holding~~stock options ~~or warrants to acquire common stock~~ exercisable within ~~sixty~~60 days of ~~May 1, 2013 (presently~~January 19, 2016.

(6)	Includes 9,953 shares which may be acquired upon the exercise of stock options exercisable within 60 days of January 19, 2016.

(7)	Includes 12,307 shares which may be acquired upon the exercise of stock options exercisable within 60 days of January 19, 2016.

(8)	Includes 8,669 shares which may be acquired upon the exercise of stock options exercisable within 60 days of January 19, 2016.

(9)	Includes (a) 20,257 shares held jointly with Mr. Runyan’s spouse and ~~warrants),~~(b) 6,000 shares held jointly with Mr. Runyan’s father, brother and sister.

(10)	Includes (a) 55,000 shares held in an irrevocable trust for the benefit of Mr. Ryan’s children and (b) 7,440 shares which ~~event this column represents~~may be acquired upon the ~~percentage~~exercise of stock options exercisable within 60 days of January 19, 2016.

(11)	Includes 45,427 shares ~~issued and outstanding as~~which may be acquired upon the exercise of ~~May 1, 2013, plus~~stock options exercisable within 60 days of January 19, 2016.

(12)	Includes 28,333 shares which may be acquired upon the ~~number~~exercise of ~~such~~stock options ~~and warrants held by such person, and~~exercisable within 60 days of January 19, 2016.

(13)	Includes 22,500 shares which may be acquired upon the exercise of stock options exercisable within 60 days of January 19, 2016.

(14)

Includes, in the case of all directors and ~~the~~ executive officers of Bank of Georgetown as a group, ~~represents the percentage of~~313,062 shares outstanding as of May 1, 2013, plus the number of such options and warrants held by all such persons as a group. Certain shares beneficially owned by Virginia Commerce’s directors and executive officerswhich may be ~~held in accounts with third party firms, where such shares may from time to time be subject to a security interest for margin credit provided in accordance with such firm’s policies.~~

~~(2)~~

~~Includes presently~~acquired upon the exercise of stock options exercisable ~~options and warrants to acquire 267,225 shares~~within 60 days of common stock, 198,133 shares held by Adler NN, LLC, over which shares Mr. Adler has sole voting power, and 4,080 shares of restricted stock over which Mr. Adler has sole voting power but which cannot be transferred prior to vesting.January 19, 2016.

~~135~~85

~~(3)~~

Includes presently exercisable options and warrants to acquire 94,330 shares of common stock, 38,594 shares held jointly by Mr. Anzilotti and his wife, over which they share voting and investment power, and 5,532 shares of restricted stock over which Mr. Anzilotti has sole voting power but which cannot be transferred prior to vesting.

~~(4)~~

~~Includes 2,714 shares of restricted stock over which Mr. Burdette has sole voting power but which cannot be transferred prior to vesting.~~

~~(5)~~

Includes presently exercisable options and warrants to acquire 154,221 shares of common stock, and 58,883 shares of restricted stock over which Mr. Converse has sole voting power but which cannot be transferred prior to vesting. Mr. Converse has pledged 482,339 shares of common stock as collateral.

~~(6)~~

Includes presently exercisable options and warrants to acquire 87,225 shares of common stock, and 4,080 shares of restricted stock over which Mr. Fisher has sole voting power but which cannot be transferred prior to vesting. Mr. Fisher has pledged 30,000 shares of common stock as collateral and 1,254 held in a margin account.

~~(7)~~

Includes presently exercisable options and warrants to acquire 117,225 shares of common stock, 10,265 shares held by Guernsey Office Products, Inc., of which Mr. Guernsey is Chief Executive Officer and principal shareowner and over which shares Mr. Guernsey has sole voting power, and 4,080 shares of restricted stock over which Mr. Guernsey has sole voting power but which cannot be transferred prior to vesting.

~~(8)~~

Includes 978,312 shares held jointly by Mr. Lehman and his wife, over which they share voting and investment power, and 4,080 shares of restricted stock over which Mr. Lehman has sole voting power but which cannot be transferred prior to vesting. Mr. Lehman has pledged 341,000 shares of common stock as collateral.

~~(9)~~

Includes presently exercisable options and warrants to acquire 615,600 shares of common stock, and 4,080 shares of restricted stock over which Mr. Mitchell has sole voting power but which cannot be transferred prior to vesting. Mr. Mitchell’s options and warrants include 600,000 warrants owned by an LLC in which he has a 50% ownership interest. Mr. Mitchell disclaims beneficial ownership of 300,000 warrants attributable to the interests of other members of the LLC. Mr. Mitchell has pledged 150,000 shares of common stock as collateral.

~~(10)~~

~~Includes 4,080 shares of restricted stock over which Mr. Stottlemyer has sole voting power but which cannot be transferred prior to vesting.~~

~~(11)~~

Includes 3,600 shares held jointly by Mr. Merrill and his wife, over which they share voting and investment power and 9,092 shares of restricted stock over which Mr. Merrill had sole voting power but which cannot be transferred prior to vesting.

~~(12)~~

Includes presently exercisable options and warrants to acquire 87,224 shares of common stock, 14,141 shares of restricted stock over which Mr. Anderson has sole voting power but which cannot be transferred prior to vesting and 145,805 shares held jointly by Mr. Anderson and his wife, over which they share voting and investment power.

~~(13)~~

Includes presently exercisable options to acquire 42,295 shares of common stock, 28,775 shares held jointly by Ms. Ostrander and her husband, and 10,724 shares of restricted stock over which Ms. Ostrander has sole voting power but which cannot be transferred prior to vesting.

~~(14)~~

Includes presently exercisable options to acquire 47,263 shares of common stock, 12,766 shares of restricted stock over which Mr. Reeder has sole voting power but which cannot be transferred prior to vesting and 1,000 shares held jointly by Mr. Reeder and his wife, over which they share voting and investment power.

~~(15)~~

~~Mr. Tinley served as Interim Chief Financial Officer until February 20, 2012.~~

~~(16)~~

Includes presently exercisable options and warrants to acquire 1,521,008 shares of common stock. Includes 2,000 presently exercisable options and 4,838 shares of restricted stock over which Mr. Ewing, Executive Vice President and Chief Operating Officer has sole voting power but which cannot be transferred prior to vesting; and 1,000 shares, 6,400 presently exercisable options and 4,607 shares of restricted stock over which Mr. Coombe, Executive Vice President and Chief Credit Officer has sole voting power but which cannot be transferred prior to vesting.

~~(17)~~

~~According to Schedule 13G/A filed with the SEC on February 11, 2013. The amount shown consists of 275,376 shares owned by Banc Fund VI L.P., 572,045 shares owned by Banc Fund VII L.P., and 1,044,031~~

~~136~~

shares owned by Banc Fund VIII L.P. The Banc Funds Company, L.L.C. is the general partner of MidBanc VI L.P., MidBanc VII L.P., and MidBanc VIII L.P., which are the general partners of Banc Fund VI L.P., Banc Fund VII L.P. and Banc Fund VIII L.P., respectively. The principal shareholder of The Banc Funds Company, L.L.C. is Charles J. Moore. Mr. Moore is the manager of Banc Fund VI L.P., Banc Fund VII L.P. and Banc Fund VIII L.P. and has voting control and investment power over the shares of common stock owned by Banc Fund VI L.P., Banc Fund VII L.P. and Banc Fund VIII L.P.

LEGAL MATTERS

~~Troutman Sanders~~Covington & Burling LLP and Bowles Rice LLP will opine as to the qualification of the merger as a merger and the tax treatment of the consideration paid in connection with the merger under the Code. Bowles Rice LLP will opine as to the legality of the common stock of United Bankshares offered by this prospectus and ~~joint~~ proxy statement. F. T. Graff, Jr., a member of the board of directors of United Bankshares, is a senior partner in the law firm of Bowles Rice LLP in Charleston, West Virginia. Bowles Rice LLP rendered legal services to United Bankshares and its subsidiaries during 2012 and it is expected that the firm will continue to render certain services to both in the future. The fees paid to Bowles Rice LLP represented less than 5% of Bowles Rice LLP’s and United Bankshares’ revenues for 2012.

EXPERTS

The consolidated financial statements of United Bankshares appearing in United Bankshares’ Annual Report (Form 10-K) for the year ended December 31, ~~2012,~~2014, and the effectiveness of United Bankshares’ internal control over financial reporting as of December 31, ~~2012,~~2014, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and United Bankshares management’s assessment of the effectiveness of internal controls over financial reporting as December 31, ~~2012 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.~~

The consolidated financial statements of Virginia Commerce appearing in this prospectus and joint proxy statement for the year ended December 31, 2012, and the effectiveness of Virginia Commerce’s internal control over financial reporting as of December 31, 2012 have been audited by Yount, Hyde & Barbour, P.C., independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and Virginia Commerce management’s assessment of the effectiveness of internal controls over financial reporting as December 31, 20122014 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

~~VIRGINIA COMMERCE~~GEORGETOWN ANNUAL MEETING ~~SHAREHOLDER PROPOSALS~~

~~Virginia Commerce held its 2013~~Georgetown will hold a 2016 annual meeting of shareholders on April 24, 2013. If the merger is completed, Virginia Commerce will not have public shareholders and there will be no public participation in any future meeting of shareholders. However,stockholders only if the merger is not ~~completed or if Virginia Commerce is otherwise required~~completed. If determined to ~~do so under applicable law, Virginia Commerce~~be necessary, Georgetown’s board of directors will ~~hold a 2014~~provide each shareholder of Georgetown information relevant to Georgetown’s 2016 annual meeting of shareholders. ~~Any shareholder nominations or proposals for other business intended to be presented at Virginia Commerce’s next annual meeting must be submitted to Virginia Commerce as set forth below.~~

Any shareholder proposal intended for inclusion in Virginia Commerce’s proxy statement and proxy card relating to its 2014 annual meeting of shareholders must have been submitted in writing to the Corporate Secretary of Virginia Commerce at 14201 Sullyfield Circle, Suite 500, Chantilly, Virginia 20151 no later than

~~137~~

November 28, 2013, pursuant to the proxy solicitation regulations of the SEC. Nothing in this paragraph shall be deemed to require Virginia Commerce to include in its proxy statement and proxy card for such meeting any shareholder proposal that does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Virginia Commerce must receive written notice of any other matter (other than a director nomination) to be acted upon at its 2014 annual meeting of shareholders (in the event this meeting is held), for which inclusion in Virginia Commerce’s proxy materials is not sought, by February 11, 2014. Virginia Commerce must receive written notice of any director nomination to be acted upon at the 2014 annual meeting of shareholders by January 24, 2014, if Virginia Commerce holds an annual meeting in 2014, and such notice must also comply with Virginia Commerce’s bylaws.

~~UNITED BANKSHARES ANNUAL MEETING SHAREHOLDER PROPOSALS~~

Presently, the next annual meeting of United Bankshares shareholders is scheduled for May 19, 2014. Under the SEC rules, any shareholder proposals to be presented at the 2014 annual meeting must be received at the principal office of United Bankshares no later than December 6, 2013 for inclusion in the proxy statement and form of proxy relating to the 2014 annual meeting of shareholders. If the scheduled date for the 2014 annual meeting of shareholders is changed by more than 30 days, shareholders will be informed of the new meeting date and the revised date by which shareholder proposals must be received. We strongly encourage any shareholder interested in submitting a proposal to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a proposal does not guarantee that United Bankshares will include it in its proxy statement.

In order to be considered for possible action by shareholders at the 2014 annual meeting, shareholder proposals not included in United Bankshares’ proxy statement must be submitted to the principal office of United Bankshares by February 19, 2014, which is 45 calendar days before the one year anniversary of the date United Bankshares released the previous year’s annual proxy statement to its shareholders. If notice is not provided by February 19, 2014, the proposal will be considered untimely and, if presented at the 2014 annual meeting, the persons named in United Bankshares’ proxy for the 2014 annual meeting will be able to exercise discretionary authority to vote on any such proposal to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended. All shareholder proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, as well as United Bankshares’ Restated Bylaws.

~~138~~

WHERE YOU CAN FIND MORE INFORMATION

United Bankshares filed with the SEC under the Securities Act the registration statement on Form S-4 to register the shares of United Bankshares common stock to be issued to ~~Virginia Commerce~~Georgetown shareholders in connection with the merger. The registration statement, including the exhibits and schedules thereto, contains additional relevant information about United Bankshares and its common stock. The rules and regulations of the SEC allow United Bankshares to omit certain information included in the registration statement from this prospectus and ~~joint~~ proxy statement. This prospectus and ~~joint~~ proxy statement is part of the registration statement and is a prospectus of United Bankshares in addition to being ~~Virginia Commerce’s~~Georgetown’s and United Bankshares’ prospectus and ~~joint~~ proxy statement for each of their special meetings.

~~Both~~ United Bankshares (File No. ~~0-13322) and Virginia Commerce (File No. 0-28635) file~~002-86947) files reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like United Bankshares, ~~and Virginia Commerce,~~ that file electronically with the SEC. The address of that site is http://www.sec.gov. United Bankshares ~~and Virginia Commerce~~ also posts its SEC filings on its web site. The website addresses are ~~www.ubsi-wv.com and www.vcbonline.com, respectively.~~www.ubsi-wv.com. Information contained on the United Bankshares ~~website or the Virginia Commerce~~ website is not incorporated by reference into this prospectus and ~~joint~~ proxy statement, and you should not consider information contained in its website as part of this prospectus and ~~joint~~ proxy statement. You can also inspect reports, proxy statements and other information that United Bankshares ~~and Virginia Commerce~~ have filed with the SEC at the National Association of Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20096.

The SEC allows United Bankshares ~~and Virginia Commerce~~ to “incorporate by reference” information into this prospectus and ~~joint~~ proxy statement. This means that we can disclose important information to you by referring you to another

document filed separately by United Bankshares ~~and Virginia Commerce~~ with the SEC. The information incorporated by reference is considered to be a part of this prospectus and ~~joint~~ proxy statement, except for any information that is superseded by information that is included directly in this prospectus and ~~joint~~ proxy statement.

This prospectus and ~~joint~~ proxy statement incorporates by reference the documents listed below that United Bankshares ~~has previously filed with the SEC:~~



~~• Annual Report on Form 10-K~~		~~Year ended December 31, 2012.~~

~~• Definitive Proxy Materials for the 2013 Annual Meeting of Shareholders~~		~~Filed on April 3, 2013.~~

~~• Quarterly Report on Form 10-Q~~		~~Filed on May 9, 2013.~~

~~• Current Reports on Form 8-K~~		~~Filed on January 30, 2013, January 31, 2013, February 25, 2013, April 4, 2013 and May 24, 2013.~~

• The description of United Bankshares common stock set forth in United Bankshares’ registration statement on Form 8-A filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating those descriptions		~~Filed on May 1, 1984.~~

~~139~~

~~This prospectus and joint proxy statement incorporates by reference the documents listed below that Virginia Commerce~~ has previously filed with the SEC:


• Annual Report on Form 10-K		Year ended December 31, ~~2012.~~

~~• Definitive Proxy Materials for the 2013 Annual Meeting of Shareholders~~		~~Filed on March 22, 2013.~~2014.

• Quarterly ~~Report~~Reports on Form 10-Q		~~Filed on May 9, 2013.~~Quarters ended March 31, 2015, June 30, 2015 and September 30, 2015.

• Current Reports on Form 8-K		Filed on January 7, 2015, February 27, 2015, May 26, 2015, September 30, ~~2013, January 31, 2013~~2015 and ~~April 29, 2013.~~ November 9, 2015.

United Bankshares ~~and Virginia Commerce~~ also ~~incorporate~~incorporates by reference additional documents that may be filed under Sections 13(a), 14 and 15(d) of the Securities Exchange Act with the SEC between the date of this prospectus and ~~joint~~ proxy statement and the date of ~~Virginia Commerce’s and United Bankshares’~~Georgetown’s special meeting of shareholders or the termination of the merger agreement. These include periodic reports such as Definitive Proxy Materials for the 2016 Annual Meeting of Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports onForm 8-K.

You can obtain additional copies of the documents incorporated by reference in this prospectus and ~~joint~~ proxy statement free of charge by requesting them in writing or by telephone from the following address:


United Bankshares, Inc. 514 Market Street Parkersburg, West Virginia 26102 Attention: Jennie Singer Telephone: (304) 424-8800		~~Virginia Commerce Bancorp, Inc.~~ ~~14201 Sullyfield Circle, Suite 500~~ ~~Chantilly, Virginia 20151~~ ~~Attention: Jennifer Manning~~ ~~Telephone: (703) 633-6120 x237~~

~~Georgeson, Inc.~~ ~~480 Washington Blvd., 26th Floor~~ ~~Jersey City, New Jersey 07310~~ ~~Telephone: (212) 440-9800~~		~~Eagle Rock Proxy Advisors, LLC~~ ~~12 Commerce Drive~~ ~~Cranford, New Jersey 07016~~ ~~Telephone: (800) 951-2406~~

If you would like to request any documents, please do so by [—●], ~~2013,~~ in order to receive them before the shareholder meeting.

Neither United Bankshares nor ~~Virginia Commerce~~Georgetown has authorized anyone to give any information or make any representation about the merger or the companies that is different from, or in addition to, that contained in this prospectus and ~~joint~~ proxy statement or in any of the materials that we have incorporated into this prospectus and ~~joint~~ proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. Information in this prospectus and ~~joint~~ proxy statement about United Bankshares has been supplied by United Bankshares and information about ~~Virginia Commerce~~Georgetown has been supplied by ~~Virginia Commerce.~~Georgetown. The information contained in this prospectus and ~~joint~~ proxy statement speaks only as of the date of this prospectus and ~~joint~~ proxy statement unless the information specifically indicates that another date applies.

The representations, warranties and covenants described in this ~~document~~prospectus and proxy statement and included in the merger agreement were made only for purposes of the merger agreement and as of specific dates, are solely for the benefit of United Bankshares and ~~Virginia Commerce,~~Georgetown, may be subject to limitations, qualifications or exceptions agreed upon by the parties, including those included in confidential disclosures made for the purposes of, among other things, allocating contractual risk between United Bankshares and ~~Virginia Commerce~~Georgetown rather than establishing matters as facts, and may be subject to standards of materiality that differ from those standards relevant to investors. You should not rely on the representations, warranties or covenants or any description

thereof as characterizations of the actual state of facts or condition of United Bankshares, ~~Virginia Commerce~~Georgetown or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the

~~140~~

representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by United Bankshares or ~~Virginia Commerce.~~Georgetown. The representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this prospectus and ~~joint~~ proxy statement and in the documents incorporated by reference into this prospectus and ~~joint~~ proxy statement. See “Where You Can Find More Information” on page [—~~] .~~86.

~~141~~88

Appendix A

AGREEMENT AND PLAN OF REORGANIZATION

dated as of ~~January 29, 2013~~November 9, 2015

by and between

UNITED BANKSHARES, INC.

and

~~VIRGINIA COMMERCE BANCORP, INC.~~BANK OF GEORGETOWN

Table of Contents


	Page
ARTICLE I Certain Definitions		A-1
1.01 Certain Definitions		A-1
ARTICLE II The Merger		~~A-6~~A-7
2.01 The Merger		~~A-6~~A-7
2.02 Effective Date and Effective Time		A-7
2.03 Tax Consequences		~~A-7~~A-8
ARTICLE III ~~The Bank Merger~~		~~A-7~~
~~3.01 The Bank Merger~~		~~A-7~~
~~3.02 Effective Date and Effective Time~~		~~A-8~~
~~ARTICLE IV~~ Consideration; Exchange Procedures		A-8
~~4.01~~3.01 Merger Consideration		A-8
~~4.02~~3.02 Rights as Stockholders; Stock Transfers		A-8
~~4.03~~3.03 Fractional Shares		A-8
~~4.04~~3.04 Exchange Procedures		~~A-9~~A-8
~~4.05~~3.05 Anti-Dilution Provisions		A-9
~~4.06~~3.06 Options		A-9
3.07 Appraisal Rights		A-10
~~4.07 Warrants~~3.08 Withholding Rights		A-10
~~4.08 Withholding Rights~~		~~A-11~~
ARTICLE VIV Actions Pending the Effective Time		A-11
~~5.01~~4.01 Forebearances of ~~Virginia Commerce~~Georgetown		A-11
~~5.02~~4.02 Forebearances of ~~Buyer~~United		A-12
ARTICLE V Representations and Warranties		A-13
~~ARTICLE VI Representations and Warranties~~		~~A-14~~
~~6.01~~5.01 Disclosure Schedules		~~A-14~~A-13
~~6.02~~5.02 Standard		A-14
~~6.03~~5.03 Representations and Warranties of ~~Virginia Commerce~~Georgetown		A-14
~~6.04~~5.04 Representations and Warranties of ~~Buyer~~United		~~A-22~~A-23
ARTICLE ~~VII~~VI Covenants		~~A-29~~A-30
~~7.01~~6.01 Reasonable Best Efforts		~~A-29~~A-30
~~7.02~~6.02 Stockholder Approvals		A-30
~~7.03~~6.03 Registration Statement		~~A-30~~
~~7.04 Press Releases~~		A-31
~~7.05~~6.04 Press Releases		A-32
6.05 Access; Information		~~A-31~~A-32
~~7.06~~6.06 Acquisition Proposals		A-32
~~7.07~~6.07 Takeover Laws		~~A-32~~A-33
~~7.08~~6.08 Exemption from Liability Under Section 16(b)		~~A-32~~A-33
~~7.09~~6.09 Regulatory Applications		~~A-32~~
~~7.10 Indemnification~~		A-33
~~7.11 Benefit Plans~~6.10 Indemnification		A-34
~~7.12 Notification of Certain Matters~~6.11 Benefit Plans		A-35
~~7.13~~6.12 Notification of Certain Matters		A-36
6.13 Directors and Officers		~~A-35~~A-36
~~7.14~~6.14 Compliance with Laws		A-36
~~7.15 Assumption of TRUPs~~6.15 Operating Functions		A-36
ARTICLE ~~VIII~~VII Conditions to Consummation of the Merger		~~A-36~~A-37
~~8.01~~7.01 Conditions to Each Party’s Obligation to Effect the Merger		~~A-36~~A-37
~~8.02~~7.02 Conditions to Obligation of ~~Virginia Commerce~~Georgetown		A-37
~~8.03~~7.03 Conditions to Obligation of ~~Buyer~~United		~~A-37~~A-38
ARTICLE IXVIII Termination		A-38
~~9.01~~8.01 Termination		A-38
~~9.02~~8.02 Effect of Termination and Abandonment		A-40
~~9.03~~8.03 Fees and Expenses		A-40

A-i


	Page
ARTICLE XIX Miscellaneous		~~A-40~~A-41
~~10.01~~9.01 Survival		~~A-40~~A-41
~~10.02~~9.02 Waiver; Amendment		~~A-40~~A-41
~~10.03~~9.03 Assignment		~~A-40~~A-41
~~10.04~~9.04 Counterparts		~~A-40~~A-41
~~10.05~~9.05 Governing Law		A-41
~~10.06~~9.06 Expenses		A-41
~~10.07~~9.07 Notices		~~A-41~~A-42
~~10.08~~9.08 Entire Understanding; No Third Party Beneficiaries		~~A-41~~A-42
~~10.09~~9.09 Severability		~~A-42~~A-43
~~10.10~~9.10 Disclosures		~~A-42~~A-43
~~10.11~~9.11 Interpretation; Effect		~~A-42~~A-43
~~10.12 Publicity~~		~~A-42~~

A-ii

AGREEMENT AND PLAN OF REORGANIZATION, dated as of ~~January 29, 2013,~~November 9, 2015 (this ~~“Agreement”~~“Agreement”), by and between ~~VIRGINIA COMMERCE BANCORP, INC.~~BANK OF GEORGETOWN (“~~Virginia Commerce”~~Georgetown”) and UNITED BANKSHARES, INC. (“~~Buyer”~~United”).

RECITALS

A.~~Virginia Commerce~~Georgetown. ~~Virginia Commerce~~Georgetown is a ~~Virginia~~District of Columbia banking corporation, having its principal place of business in ~~Arlington, Virginia.~~Washington, District of Columbia.

B.~~Buyer~~United. ~~Buyer~~United is a West Virginia corporation, having its principal place of business in Washington, D.C. and Charleston, West Virginia. United Bank, a Virginia corporation (“Merger Sub”), is an indirect wholly-owned subsidiary of United, having its principal place of business in Vienna, Virginia.

C.Intentions of the Parties. It is the intention of the parties to this Agreement that the business combination contemplated hereby be treated as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

D.Board Action. The respective Boards of Directors of each of ~~Buyer~~United and ~~Virginia Commerce~~Georgetown have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for herein.

E.Support Agreement. Each of the directors of Georgetown in office and who own shares of Georgetown Common Stock as of the date of this Agreement has, concurrently with the execution of this Agreement, entered into a Support Agreement in substantially the form attached hereto as Exhibit C.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein the parties agree as follows:

ARTICLE I

Certain Definitions

1.01 Certain Definitions.The following terms are used in this Agreement with the meanings set forth below:

“Acquisition Agreement” has the meaning set forth in Section ~~9.03(a)~~8.03(a).

“Acquisition Proposal” means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving ~~Virginia Commerce~~Georgetown or any of its ~~Significant~~ Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, ~~Virginia Commerce~~Georgetown or any of its ~~Significant~~ Subsidiaries, other than the transactions contemplated by this Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“ALLL” has the meaning set forth in Section 5.03(w).

“Average Closing Price” has the meaning set forth in Section ~~4.03.~~3.03.

“~~Bank Merger~~~~” has the meaning set forth in Section 3.01(a).~~

“~~Bank Merger Agreement~~~~” means the Agreement and Plan of Merger of Virginia Commerce Bank with and into Buyer Bank, attached asExhibit C~~.

“~~Bank Merger Effective Date~~~~” has the meaning set forth in Section 3.02.~~

“~~Book Entry~~Book-Entry Shares” has the meaning set forth in Section ~~4.04.~~3.04.

A-1

“~~Buyer~~Call Reports” ~~has the meaning set forth in the preamble to this Agreement.~~

“~~Buyer Bank~~~~” means United Bank, a commercial bank chartered under the laws~~mean each Consolidated Reports of Condition and Income (FFIEC Form 041) of Georgetown or any successor form of the ~~Commonwealth of Virginia.~~

“~~Buyer Board~~~~” means the Board of Directors of Buyer.~~

“~~Buyer By-Laws~~~~” means the By-Laws of Buyer.~~

“~~Buyer Common Stock~~~~” means the common stock, par value $2.50 per share, of Buyer.~~

“~~Buyer Compensation and Benefit Plans~~~~” has the meaning set forth in Section 6.04(l)(i).~~

“~~Buyer Consultants~~~~” has the meaning set forth in Section 6.04(l)(i).~~

“~~Buyer Directors~~~~” has the meaning set forth in Section 6.04(l)(i).~~

“~~Buyer Employees~~~~” has the meaning set forth in Section 6.04(l)(i).~~

“~~Buyer ERISA Affiliate~~~~” has the meaning set forth in Section 6.04(l)(iii).~~

“~~Buyer ERISA Affiliate Plan~~~~” has the meaning set forth in Section 6.04(l)(iii).~~

“~~Buyer Meeting~~~~” has the meaning set forth in Section 7.02(b).~~

“~~Buyer Pension Plan~~~~” has the meaning set forth in Section 6.04(l)(ii).~~

“~~Buyer Ratio~~~~” has the meaning set forth in Section 9.01(i)(i).~~

“~~Buyer SEC Documents~~~~” has the meaning set forth in Section 6.04(g).~~Federal Financial Institutions Examination Council.

“Code” has the meaning set forth in the recitals.

“Compensation and Benefit Plans” has the meaning set forth in Section ~~6.03(m)~~5.03(m).

“Confidentiality Agreements” has the meaning set forth in Section 6.05(b).

“Consultants” has the meaning set forth in Section ~~6.03(m)~~5.03(m).

“Contract” means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business.

“Costs” has the meaning set forth in Section ~~7.10(a)~~6.10(a).

“DC Banking Department” means the District of Columbia Department of Insurance, Securities and Banking.

“DC Business Code” means the provisions of the District of Columbia Business Organizations Code and District of Columbia Banking Code.

“DC Department” means the District of Columbia Department of Consumer and Regulatory Affairs.

“Deferred Compensation Plan” has the meaning set forth in Section ~~6.03(m)~~5.03(m)(xi).

“Determination Date” has the meaning set forth in Section ~~4.03.~~3.03.

“Directors” has the meaning set forth in Section ~~6.03(m)~~5.03(m).

“Disclosure Schedule” has the meaning set forth in Section ~~6.01.~~5.01.

“Dissenting Shares” has the meaning set forth in Section 3.07(a).

“Dissenting Stockholders” has the meaning set forth in Section 3.07(a).

“DOL” means the United States Department of Labor.

“Effective Date” has the meaning set forth in Section 2.02(a).

“Effective Time” means the effective time of the Merger, as provided for in Section 2.02(a).

“Employees” has the meaning set forth in Section ~~6.03(m)~~5.03(m).

~~A-2~~

“Environmental Laws” means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

A-2

“ERISA Affiliate” has the meaning set forth in Section ~~6.03(m)~~5.03(m)(iii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Agent” means Computershare Limited.

“Exchange Fund” has the meaning set forth in Section ~~4.04(a)~~3.04(a).

“Exchange Ratio” has the meaning set forth in Section ~~4.01(a)~~3.01(a).

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Fee” has the meaning set forth in Section ~~9.03(a)~~8.03(a).

“Final Index Price” has the meaning set forth in ~~9.01(i)~~8.01(h)(ii).

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Georgetown” has the meaning set forth in the preamble to this Agreement.

“Georgetown Board” means the Board of Directors of Georgetown.

“Georgetown Bylaws” means the Bylaws of Georgetown, as amended.

“Georgetown Certificate” means the Articles of Incorporation of Georgetown, as amended.

“Georgetown Common Stock” means the common stock, par value $0.01 per share, of Georgetown.

“Georgetown Financial Statements” means (i) the consolidated statements of condition (including related notes and schedules, if any) of Georgetown as of September 30, 2015, and as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ equity, and cash flows (including related notes and schedules, if any, and subject, in the case of unaudited statements to year-end audit adjustments normal in nature and amount) for the quarter ended September 30, 2015, and for each of the fiscal years ended December 31, 2014, 2013, and 2012, as filed by Georgetown in Call Reports (and, in the case of the annual financial statements, as audited and made available to the stockholders of Georgetown), and (ii) the financial statements included in Call Reports filed by Georgetown with respect to periods ended subsequent to September 30, 2015.

“Georgetown Loans” means any written loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, guarantees and interest bearing assets) to which Georgetown is party as a creditor.

“Georgetown Meeting” has the meaning set forth in Section 6.02.

“Georgetown Preferred Stock” means the preferred stock, no par value, of Georgetown.

“Georgetown Stock Options” has the meaning set forth in Section 3.06.

“Georgetown Stock Plans” has the meaning set forth in Section 3.06.

A-3

“Governmental Authority” means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality.

“IRS” has the meaning set forth in Section ~~6.03(m)~~5.03(m)(ii).

“Indemnified Party” has the meaning set forth in Section ~~7.10(a)~~6.10(a).

“Index Group” has the meaning set forth in Section ~~9.01(i)~~8.01(i)(ii).

“Index Price” has the meaning set forth in Section ~~9.01(i)~~8.01(i)(ii).

“Index Ratio” has the meaning set forth in Section ~~9.01(i)~~8.01(i)(ii)

“Insurance Amount” has the meaning set forth in Section ~~7.10(c)~~6.10(c).

“law” means any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person, its assets, liabilities or business, including those promulgated, interpreted or enforced by any Regulatory Authority.

“Lien” means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance.

“Material Adverse Effect” means, with respect to ~~Buyer~~United or ~~Virginia Commerce,~~Georgetown, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the aggregate, (i) is material and adverse to the financial position, results of operations or business of ~~Buyer~~United and its Subsidiaries taken as a whole or ~~Virginia Commerce and its Subsidiaries taken as a whole,~~Georgetown, respectively, or (ii) would materially impair the ability of either ~~Buyer~~United or ~~Virginia Commerce~~Georgetown to perform its respective obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement;provided, that Material Adverse Effect shall not include the impact of (a) changes in tax, banking and similar laws of general applicability or interpretations thereof ~~by courts or governmental authorities~~ except to the extent that such changes have a disproportionate impact on ~~Buyer~~United or ~~Virginia Commerce,~~Georgetown, as the case may be, relative to the overall effects on the banking industry, (b) changes in

~~A-3~~

GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, except to the extent that such changes have a disproportionate impact on ~~Buyer~~United or ~~Virginia Commerce,~~Georgetown, as the case may be, relative to the overall effects on the banking industry, (c) changes in economic conditions affecting financial institutions generally, including changes in market interest rates, credit availability and liquidity, and price levels or trading volumes in securities markets except to the extent that such changes have a disproportionate impact on ~~Buyer~~United or ~~Virginia Commerce,~~Georgetown, as the case may be, relative to the overall effects on the banking industry, (d) any modifications or changes to valuation policies and practices in connection with the Merger in accordance with GAAP, (e) actions and omissions of ~~Buyer~~United or ~~Virginia Commerce~~Georgetown taken with the prior written consent of the other ~~in contemplation of the transactions contemplated hereby,~~party pursuant to this Agreement, (f) any outbreak or escalation of hostilities or war (whether or not declared) or any act of terrorism, or any earthquakes, hurricanes, tornados or other natural disasters, (g) failure of ~~Buyer~~United or ~~Virginia Commerce~~Georgetown to meet any internal financial forecasts or any earnings projections (whether made by ~~Buyer~~United or ~~Virginia Commerce~~Georgetown or any other Person), (h) the public disclosure of this Agreement and the impact thereof on relationships with customers or employees, or (i) the effects of compliance with this Agreement on the operating performance of the parties, including, expenses incurred by the parties in consummating the transactions contemplated by this Agreement.

“Merger” has the meaning set forth in Section 2.01(b).

“Merger Consideration” has the meaning set forth in Section ~~4.01(a)~~3.01(a).

“Merger Sub” ~~means George Mason Bankshares, Inc., a Virginia second-tier bank holding company.~~has the meaning set forth in the recitals to this Agreement.

“NASDAQ” means as The NASDAQ Stock Market, Inc.’s Global Select Market.

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“New Certificate” has the meaning set forth in Section ~~4.04(a)~~3.04(a).

“Old Certificate” has the meaning set forth in Section ~~4.04(a)~~3.04(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” has the meaning set forth in Section ~~6.03(m)~~5.03(m)(ii).

“Person” means any individual, bank, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization.

““Plan of ~~Merger”~~Merger” means the Plan of Merger in the form hereof attached asExhibit B.

““Previously ~~Disclosed”~~Disclosed” by a party shall mean information (a) set forth in its Disclosure Schedule or (b) with respect to United, in ~~its~~the United SEC ~~Documents.~~Documents prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors” or disclosures of risk factors set forth in any “forward-looking statements” disclaimer or other statements that similarly are non-specific or cautionary, predictive or forward-looking in nature).

““Proxy ~~Statement”~~Statement” has the meaning set forth in Section ~~7.03(a)~~6.03(a).

““Registration ~~Statement”~~Statement” has the meaning set forth in Section ~~7.03(a)~~6.03(a).

““Regulatory ~~Authorities”~~Authority” and “Regulatory Authorities” each has the meaning set forth in Section ~~6.03(i)~~5.03(i)(i).

“Regulatory Communication” has the meaning set forth in Section ~~7.09(a)~~6.09(a).

““Replacement ~~Option”~~Option” has the meaning set forth in Section ~~4.06.~~3.06.

“~~“Rights”~~Rights” means, with respect to any Person, securities, agreements, plans (including any employee stock purchase plans, dividend reinvestment plans or other equity plans) or obligations convertible into or

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exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such Person.

“~~“SEC”~~SEC” means the Securities and Exchange Commission.

“~~SEC Documents~~Securities Act” means any registration statement, prospectus, report, schedule and definitive proxy statement and other documents filed with or furnished to the SEC by Buyer or Virginia Commerce or any of their Subsidiaries pursuant to the Securities Act or Exchange Act.

~~“Secretary of State”~~ ~~means the Secretary of State of the State of West Virginia.~~

~~“Securities Act”~~means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“~~“Starting Date”~~Section 29-311” has the meaning set forth in Section ~~9.01(i)(ii)~~3.07(a).

““Starting ~~Price”~~Date” has the meaning set forth in Section ~~9.01(i)~~8.01(i)(ii).

“Starting Price” has the meaning set forth in Section 8.01(i)(ii).

“~~Subsidiary”~~Subsidiary” and “Significant ~~Subsidiary”~~Subsidiary” have the meanings ascribed to them in Rule 1-02 Section 210.1-(2)(w) of Regulation S-X of the SEC.

““Superior ~~Proposal”~~Proposal” has the meaning set forth in Section ~~9.01(h)~~8.01(h).

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“Support Agreements” means, the Support Agreements executed by each of the directors of Georgetown in office as of the date of execution of this Agreement.

““Surviving ~~Corporation”~~Corporation” has the meaning set forth in Section 2.01(b).

“~~“Surviving Treasury Warrant”~~Takeover Laws” has the meaning set forth in Section ~~4.07(b)~~5.03(o).

“~~“Surviving TRUPs Warrant”~~Tax ~~has the meaning set forth in Section 4.07(a).~~

~~“Takeover Laws”~~~~has the meaning set forth in Section 6.03(o).~~

~~“Tax”~~” and “~~Taxes”~~Taxes” means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority.

““Tax ~~Returns”~~Returns” means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax.

~~“Treasury Warrants”~~ ~~has the meaning set forth in Section 6.03(b).~~

~~“TRUPs Warrants”~~ ~~has the meaning set forth in Section 6.03(b).~~

“~~Virginia Commerce~~United” has the meaning set forth in the preamble to this Agreement.

“~~Virginia Commerce Bank~~~~” means Virginia Commerce Bank, a commercial bank chartered under the laws of the Commonwealth of Virginia and a wholly owned direct subsidiary of Virginia Commerce.~~

“~~Virginia Commerce~~United Board” means the Board of Directors of ~~Virginia Commerce.~~United.

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“~~Virginia Commerce By-Laws~~United Bylaws” means the ~~By-laws~~Bylaws of ~~Virginia Commerce.~~United.

“~~Virginia Commerce Certificate~~~~” means the Articles of Incorporation of Virginia Commerce, as amended.~~

“~~Virginia Commerce~~United Common Stock” means the common stock, par value ~~$1.00~~$2.50 per share, of ~~Virginia Commerce.~~United.

“~~“Virginia Commerce Meeting”~~United Compensation and Benefit Plans” has the meaning set forth in Section ~~7.02(a)~~5.04(l)(i).

“~~“Virginia Commerce Preferred Stock”~~United Consultants~~means the Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Virginia Commerce, par value of $1.00 per share.~~

~~“Virginia Commerce Stock Options”~~” has the meaning set forth in Section ~~4.06.~~5.04(l)(i).

“~~“Virginia Commerce Stock Plans”~~United Directors” has the meaning set forth in Section ~~4.06.~~5.04(l)(i).

“~~“Virginia Commerce’s SEC Documents”~~United Employees” has the meaning set forth in Section ~~6.03(g)~~5.04(l)(i).

“United ERISA Affiliate” has the meaning set forth in Section 5.04(l)(iii).

“~~VSCA”~~United ERISA Affiliate Plan” has the meaning set forth in Section 5.04(l)(iii).

“United Pension Plan” has the meaning set forth in Section 5.04(l)(ii).

“United Ratio” has the meaning set forth in Section 8.01(i)(i).

“United SEC Documents” has the meaning set forth in Section 5.04(g).

“VBFI” means the Virginia Bureau of Financial Institutions.

“VSCA” means the Virginia Stock Corporation Act, as amended.

“VSCC”means the State Corporation Commission of the Commonwealth of Virginia.

~~“WVBCA”~~ ~~means the West Virginia Business Corporation Act, as amended.~~

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ARTICLE II

The Merger

2.01The Merger.

(a) Prior to the Effective Time, ~~Buyer~~United shall take any and all action necessary (i) to cause Merger Sub to become a party to this Agreement, to be evidenced by the execution by the Merger Sub of a supplement to this Agreement in substantially the form ofExhibit A and delivery thereof to ~~Virginia Commerce;~~Georgetown; and (ii) to cause Merger Sub to take all actions necessary or proper to comply with the obligations of ~~Buyer~~United and such Merger Sub to consummate the transactions contemplated hereby.

(b) Subject to the terms and conditions hereinafter set forth, including the Plan of Merger, ~~substantially in the form attached asExhibit B~~, at the Effective Time, ~~Virginia Commerce~~Georgetown shall merge with and into Merger Sub (the “Merger”), the separate corporate existence of ~~Virginia Commerce~~Georgetown shall cease and Merger Sub shall survive and continue to exist as a Virginia corporation (Merger Sub, as the surviving corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”). ~~Buyer~~United may at any time prior to the Effective Time change the method of effecting the combination with ~~Virginia Commerce~~Georgetown (including, without limitation, the provisions of this Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, that no such change shall (i) alter or change the amount or kind of Merger Consideration, ~~or the relative proportions of cash and Buyer Common Stock included therein,~~ (ii) adversely affect the tax-free treatment of the Merger to ~~Virginia Commerce’s~~Georgetown’s stockholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that ~~Buyer~~United shall provide ~~Virginia Commerce~~Georgetown prior written notice of such change and the reasons therefor.

(c) Subject to the satisfaction or waiver of the conditions set forth in Article ~~VIII,~~VII, the Merger shall become effective upon ~~(i) (A) the filing with the VSCC articles of merger in accordance with Section 13.1-720 of~~

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the VSCA, and the issuance by the VSCC of a certificate of merger relating to the Merger, and (B) the filing with the Secretary of State articles of merger in accordance with Section 31D-11-1106 of the WVBCA, and issuance by the Secretary of State of a certificate of merger relating to the Merger, or (ii) effective upon such ~~later~~ date and time as may be set forth in ~~such~~the articles of ~~merger.~~merger filed with (i) the VSCC in accordance with Section 13.1-720 of the VSCA, and (ii) the DC Department in accordance with Section 29-309.06 of the DC Business Code. The Merger shall have the effects prescribed in the VSCA and the ~~WVBCA.~~DC Business Code.

(d) The Articles of Incorporation and the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

2.02Effective Date and Effective Time.

(a) Subject to the satisfaction or waiver of the conditions set forth in Article ~~VIII,~~VII, the parties shall cause the effective date of the Merger (the “Effective Date”) to occur on either (i) the fifth business day to occur after the last of the conditions set forth in Article ~~VIII~~VII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of ~~Buyer,~~United, on the last business day of the month in which such ~~fifth business day occurs)~~period expires), or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the “Effective Time.”

(b) Notwithstanding any other provision in this Agreement to the contrary, if ~~Buyer~~United shall exercise its right to delay the Effective Date pursuant to Section 2.02(a)(i), and a record date for any dividend or other distribution in respect of the ~~Buyer~~United Common Stock is taken during the period of such delay such that ~~the Virginia Commerce~~Georgetown stockholders will not be entitled to participate in such dividend, each stockholder of ~~Virginia Commerce~~Georgetown shall be entitled to receive, upon surrender of the Old Certificates or Book-Entry Shares and compliance with the other provisions of Article ~~IV,~~III, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of ~~Buyer~~United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution.

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2.03~~Tax Consequences~~Replacement Option~~. It is intended that the Merger shall constitute a “reorganization” within~~” has the meaning set forth in Section 3.06.

“Rights” means, with respect to any Person, securities, agreements, plans (including any employee stock purchase plans, dividend reinvestment plans or other equity plans) or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Section ~~368(a)~~29-311” has the meaning set forth in Section 3.07(a).

“Starting Date” has the meaning set forth in Section 8.01(i)(ii).

“Starting Price” has the meaning set forth in Section 8.01(i)(ii).

“Subsidiary” and “Significant Subsidiary” have the meanings ascribed to them in Rule 1-02 Section 210.1-(2)(w) of Regulation S-X of the ~~Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361~~SEC.

“Superior Proposal” has the meaning set forth in Section 8.01(h).

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“Support Agreements” means, the Support Agreements executed by each of the ~~Code.~~directors of Georgetown in office as of the date of execution of this Agreement.

“Surviving Corporation” has the meaning set forth in Section 2.01(b).

“Takeover Laws” has the meaning set forth in Section 5.03(o).

“Tax” and “Taxes” means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority.

“Tax Returns” means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax.

“United” has the meaning set forth in the preamble to this Agreement.

“United Board” means the Board of Directors of United.

“United Bylaws” means the Bylaws of United.

“United Common Stock” means the common stock, par value $2.50 per share, of United.

“United Compensation and Benefit Plans” has the meaning set forth in Section 5.04(l)(i).

“United Consultants” has the meaning set forth in Section 5.04(l)(i).

“United Directors” has the meaning set forth in Section 5.04(l)(i).

“United Employees” has the meaning set forth in Section 5.04(l)(i).

“United ERISA Affiliate” has the meaning set forth in Section 5.04(l)(iii).

“United ERISA Affiliate Plan” has the meaning set forth in Section 5.04(l)(iii).

“United Pension Plan” has the meaning set forth in Section 5.04(l)(ii).

“United Ratio” has the meaning set forth in Section 8.01(i)(i).

“United SEC Documents” has the meaning set forth in Section 5.04(g).

“VBFI” means the Virginia Bureau of Financial Institutions.

“VSCA” means the Virginia Stock Corporation Act, as amended.

“VSCC” means the State Corporation Commission of the Commonwealth of Virginia.

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ARTICLE ~~III~~II

The ~~Bank~~ Merger

~~3.01~~2.01The ~~Bank~~ Merger.

(a) ~~After~~Prior to the Effective Time, ~~Virginia Commerce Bank,~~United shall take any and all action necessary (i) to cause Merger Sub to become a party to this Agreement, to be evidenced by the ~~wholly owned subsidiary~~execution by the Merger Sub of ~~Virginia Commerce,~~a supplement to this Agreement in substantially the form ofExhibit A and delivery thereof to Georgetown; and (ii) to cause Merger Sub to take all actions necessary or proper to comply with the obligations of United and such Merger Sub to consummate the transactions contemplated hereby.

(b) Subject to the terms and conditions hereinafter set forth, including the Plan of Merger, at the Effective Time, Georgetown shall merge with and into ~~Buyer Bank, a wholly owned subsidiary of Buyer~~Merger Sub (the “~~Bank~~ Merger”), ~~pursuant to the terms and conditions of the Bank Merger Agreement including the Plan of Merger substantially in the form attached asExhibit D~~, the separate corporate existence of ~~Virginia Commerce Bank~~Georgetown shall cease and ~~Buyer Bank~~Merger Sub shall survive and continue to exist as a ~~banking~~Virginia corporation ~~chartered under~~(Merger Sub, as the ~~laws of~~surviving corporation in the ~~Commonwealth of Virginia. Buyer~~Merger, sometimes being referred to herein as the “Surviving Corporation”). United may at any time prior to the Effective Time change the method of effecting the combination with ~~Virginia Commerce Bank~~Georgetown (including, without limitation, the provisions of this Article ~~III)~~II) if and to the extent it deems such ~~changes~~change to be necessary, appropriate or desirable;provided,,~~however~~, that no such change shall (i) alter or change the amount or kind of Merger Consideration, ~~or the relative proportions of cash and Buyer Common Stock included therein,~~ (ii) adversely affect the ~~ability~~tax-free treatment of the Merger to ~~qualify as a “reorganization” within the meaning of Section 368(a) of the Code to Virginia Commerce’s~~Georgetown’s stockholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; andprovided,,further,, that ~~Buyer~~United shall provide ~~Virginia Commerce with seven days~~Georgetown prior written notice of such change and the reasons ~~therefore.~~therefor.

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~~(b)~~(c) Subject to the satisfaction or waiver of the conditions set forth in Article ~~VIII,~~VII, the ~~Bank~~ Merger shall become effective upon such date and time as may be set forth in the ~~filing with the VSCC~~ articles of merger filed with (i) the VSCC in accordance with Section 13.1-720 of the VSCA, and (ii) the ~~issuance by~~DC Department in accordance with Section 29-309.06 of the ~~VSCC of a certificate of merger relating to the Bank Merger, or such later date and time as may be set forth in such articles of merger.~~DC Business Code. The ~~Bank~~ Merger shall have the effects prescribed in the ~~VSCA.~~VSCA and the DC Business Code.

~~3.02~~2.02Effective Date and Effective ~~Time~~Time..

(a) Subject to the satisfaction or waiver of the conditions set forth in Article ~~VIII, it being agreed that any required consents, approvals, and authorizations from any Governmental Authorities to effect the Bank Merger shall not be a condition to the consummation of the Merger,~~VII, the parties shall ~~use reasonable efforts to~~ cause the effective date of the ~~Bank~~ Merger (the “~~Bank Merger~~ Effective Date”) to occur ~~as soon as reasonably practicable~~on either (i) the fifth business day to occur after the ~~Effective Date~~last of the conditions set forth in Article VII shall have been satisfied or waived in accordance with the terms of this Agreement, other than those conditions that by their nature are to be satisfied at the closing of the Merger (or, at the election of United, on the last business day of the month in which such ~~later~~period expires), or (ii) such other date to which the parties may agree in writing.

~~ARTICLE IV~~

~~Consideration; Exchange Procedures~~

~~4.01~~~~Merger Consideration~~. ~~Subject to the provisions of this Agreement, at~~ The time on the Effective ~~Time, automatically by virtue of~~Date when the Merger ~~and without~~shall become effective is referred to as the “Effective Time.”

(b) Notwithstanding any ~~action on the part of any Person:~~

~~(a)Merger Consideration~~. Each holder of a share of Virginia Commerce Common Stock (other than Buyer and its Subsidiaries, in each case except for shares held by them in a fiduciary capacity or as a result of debts previously contracted) shall receive in respect thereof, subject to the limitations set forthother provision in this Agreement ~~0.5442 shares (determined by dividing $14.00 by the average closing price of Buyer Common Stock for the ten full trading days prior~~ to the ~~public announcement of the execution of this Agreement) (“~~~~Exchange Ratio”~~~~) of Buyer Common Stock (the “~~~~Merger Consideration~~~~”).~~

~~(b)Outstanding Buyer Stock. Each share of Buyer Common Stock issued and outstanding immediately prior~~contrary, if United shall exercise its right to delay the Effective ~~Time shall remain issued~~Date pursuant to Section 2.02(a)(i), and ~~outstanding and unaffected by the Merger.~~

~~(c)Merger Sub Shares~~. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and unaffected by the Merger, and no consideration shall be issued in exchange therefor.

~~4.02~~~~Rights as Stockholders; Stock Transfers.~~At the Effective Time, holders of Virginia Commerce Common Stock shall cease to be, and shall have no rights as, stockholders of Virginia Commerce, other than to receive the Merger Consideration (if so provided in Section 4.01(a)) anda record date for any dividend or other distribution with respect to such Virginia Commerce Common Stock with a record date occurring prior to the Effective Time, the payment, if any, in lieu of certain dividends on Buyer Common Stock provided for in Section 2.02(b), and the consideration provided under this Article IV. After the Effective Time, there shall be no transfers on the stock transfer books of Virginia Commerce or the Surviving Corporation of shares of Virginia Commerce Common Stock.

~~4.03~~~~Fractional Shares.~~Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock and no certificates or scrip therefore, or other evidence of ownership thereof, will be issued in the Merger; instead, Buyer shall pay to each holder of Virginia Commerce Common Stock who would otherwise be entitled to a fractional share of Buyer Common Stock (after taking into account all Old Certificates registered in the name of such holder or Book-Entry Shares held by such holder) an amount in cash (without interest) determined by multiplying such fraction by the average of the daily closing prices for the shares of Buyer Common Stock for the 20 consecutive full trading days on which such shares are actually traded on the NASDAQ (as reported by~~The Wall Street Journal~~ ~~or, if not reported thereby, any other authoritative source) ending at the close of trading on the tenth trading day (the “~~~~Determination Date~~~~”) immediately preceding the Effective Date) (the “~~~~Average Closing Price~~~~”).~~

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~~4.04~~~~Exchange Procedures.~~

(a) At or prior to the Effective Time, Buyer shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of Virginia Commerce Common Stock (“~~Old Certificates~~~~”) and holders of non-certificated shares of Virginia Commerce Common Stock (“~~~~Book-Entry Shares~~~~”), for exchange in accordance with this Article IV, (i) certificates representing shares of Buyer Common Stock or non-certificated shares of Buyer Common Stock (collectively, “~~~~New Certificates~~~~”) and (ii) an amount of cash necessary for payments required by Section 4.03 (the “~~~~Exchange Fund~~~~”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions.~~

(b) As soon as practicable after the Effective Time, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Old Certificates or Book-Entry Shares a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for New Certificates, if any, that the holders of the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, any cash in lieu of fractional shares into which the shares of Virginia Commerce Common Stock represented by the Old Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement and any payment required pursuant to Section 2.02(b) of this Agreement. Upon proper surrender of an Old Certificate or Book-Entry Shares for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (i) a New Certificate representing that number of whole shares of Buyer Common Stock that such holder has the right to receive pursuant to Article IV, if any, (ii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of this Article IV, and (iii) any payment required by Section 2.02(b), and the Old Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled.

~~(c) Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Virginia Commerce~~United Common Stock ~~for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.~~

~~(d) No dividends or other distributions with respect to Buyer Common Stock with a record date occurring after~~is taken during the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of Virginia Commerce Common Stock converted in the Merger into the right to receive sharesperiod of such ~~Buyer Common Stock until the holder thereof shall~~delay such that Georgetown stockholders will not be entitled to ~~receive New Certificates~~participate in ~~exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also~~such dividend, each stockholder of Georgetown shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock such holder had the right to receive, upon surrender of the Old Certificates or Book-Entry ~~Shares.~~

~~(e) Any portion~~Shares and compliance with the other provisions of the Exchange Fund that remains unclaimed by the stockholders of Virginia Commerce on the business day after the one-year anniversary of the Effective Date shall be paid to Buyer. Any stockholders of Virginia Commerce who have not theretofore complied with this Article ~~IV shall thereafter look only to Buyer for~~III, a payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on Buyer Common Stock deliverable in respect of each share of Virginia Commerce Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

~~4.05~~~~Anti-Dilution Provisions.~~~~In the event Buyer changes (or establishes a record date for changing) the number of shares of Buyer Common Stock issued and outstanding prior~~equal to the ~~Effective Date as a result~~amount and kind of a

~~A-9~~

stock split, reverse stock split, stock dividend, reorganization, recapitalization or similar transaction with respect to the outstanding Buyer Common Stock and the record date therefor shall be prior to the Effective Date, or shall establish a record date prior to the Effective Date with respect to any dividend or other distribution ~~in respect~~that such holder would have received had such holder been a holder of record of the ~~Buyer~~shares of United Common Stock other than a cash dividend consistent with past practice, the Exchange Ratio shall be proportionately adjusted to provide the holders of Virginia Commerce Common Stock the same economic effect as contemplated by this Agreement priorissuable to such ~~event.~~holder in the Merger on the record date for such dividend or other distribution.

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~~4.06~~2.03~~Options.~~~~At the Effective Time, the holders of each outstanding option (each, a “~~~~Virginia Commerce Stock Option~~”) to purchase shares of Virginia Commerce Common Stock, whether vested or unvested as of the date of this Agreement, under any and all plans of Virginia Commerce under which stock options have been granted (collectively, the “~~Virginia Commerce Stock Plans~~~~”) shall vest pursuant to the terms thereof and shall be converted into an option (each, a “~~Replacement Option” has the meaning set forth in Section 3.06.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Section 29-311” has the meaning set forth in Section 3.07(a).

“Starting Date” has the meaning set forth in Section 8.01(i)(ii).

“Starting Price” has the meaning set forth in Section 8.01(i)(ii).

“Subsidiary” and “Significant Subsidiary” have the meanings ascribed to them in Rule 1-02 Section 210.1-(2)(w) of Regulation S-X of the SEC.

Supplement for Merger Sub Accession to Agreement

Plan of Merger merging ~~Virginia Commerce~~Georgetown with and into Merger Sub

~~Bank Merger Agreement~~

~~Exhibit D~~

~~Plan of Merger merging Virginia Commerce Bank with and into Buyer Bank~~

~~Exhibit E~~

Form of Support Agreement