8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2013

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	No. 0-13322	55-0641179
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 United Center

500 Virginia Street, East

Charleston, West Virginia 25301

(Address of Principal Executive Offices)

(304) 424-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On January 30, 2013, United Bankshares, Inc. (“United”) announced its entry into an Agreement and Plan of Reorganization (the “Agreement”) with Virginia Commerce Bancorp, Inc. (“VCBI”), a Virginia corporation headquartered in Arlington, Virginia. In accordance with the Agreement, VCBI shall merge with and into a wholly-owned subsidiary of United (“the Merger”). Effective upon the merger, VCBI shall cease and the wholly-owned subsidiary of United shall survive and continue to exist as a Virginia corporation.

United and VCBI issued a press release as well as provided an investor presentation to interested parties concerning the acquisition of VCBI. A copy of the press release and investor presentation is attached hereto as Exhibits 99.1 and 99.2 and are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated January 30, 2013 issued by United Bankshares, Inc.

99.2 Investor Presentation, dated January 30, 2013 issued by United Bankshares, Inc.

Forward-Looking Statements

This Form 8-K, the press release and investor presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the “Merger”) between Virginia Commerce Bancorp, Inc. (“VCBI”) and United Bankshares, Inc. (“United”), including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) United’s and VCBI’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of United and VCBI and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of United and VCBI. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of United and VCBI may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) the

regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) the stockholders of United and VCBI may fail to approve the Merger; (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which United and VCBI are engaged; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in United’s and VCBI’s markets could adversely affect operations; and (10) the economic slowdown could continue to adversely affect credit quality and loan originations. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in VCBI’s and United’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC’s Internet site (http://www.sec.gov).

United and VCBI caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to United or VCBI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. United and VCBI do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Additional Information About the Merger and Where to Find It

Shareholders of VCBI and other investors are urged to read the proxy statement/prospectus that will be included in the registration statement on Form S-4 that United will file with the Securities and Exchange Commission in connection with the proposed merger because it will contain important information about United, VCBI, the merger, the persons soliciting proxies in the merger and their interests in the merger and related matters. Investors will be able to obtain all documents filed with the SEC by United and VCBI free of charge at the SEC’s Internet site (http://www.sec.gov). In addition, documents filed with the SEC by United will be available free of charge from the Corporate Secretary of United Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia 26101 telephone (304) 424-8800. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing United’s website at www.ubsi-inc.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by accessing VCBI’s website at www.vcbonline.com under the tab “About VCB” and then under the heading “Investor Relations”, “Financial Documents” and “SEC Filings”. You are urged to read the proxy statement/prospectus carefully before making a decision concerning the merger. You are urged to read the proxy statement/prospectus carefully before making a decision concerning the merger.

Participants in the Transactions

United, VCBI and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from VCBI’s and United’s shareholders in favor of the merger with United. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the VCBI and United shareholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC.

You can find information about the executive officers and directors of United in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its definitive proxy statement filed with the

SEC on April 4, 2012. You can find information about VCBI’s executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its definitive proxy statement filed with the SEC on March 14, 2012. You can obtain free copies of these documents from United, or VCBI using the contact information above.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED BANKSHARES, INC.
Date: January 30, 2013	By:	/s/ Steven E. Wilson
	Steven E. Wilson, Executive Vice President,
	Treasurer, Secretary and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

News Release

For Immediate Release	Contact: Steven E. Wilson
January 30, 2013	Chief Financial Officer
	(800) 445-1347 ext. 8704

United Bankshares to Acquire Virginia Commerce Bancorp

WASHINGTON, D.C. and CHARLESTON, WV—United Bankshares, Inc. (“United”) (NASDAQ: UBSI) Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a definitive merger agreement with Virginia Commerce Bancorp, Inc. (“VCBI”). The acquisition of VCBI will afford United the opportunity to significantly enhance its existing footprint in the Washington, D.C. Metropolitan Statistical Area. Since 1982, United has completed and effectively integrated 28 acquisitions.

VCBI, which is headquartered in Arlington, Virginia, has $2.8 billion in assets and 28 banking offices, one residential mortgage origination office and one wealth management office. VCBI locations are in the Northern Virginia suburbs of Washington, D.C. With the acquisition of VCBI, United’s assets will grow to approximately $11.2 billion.

United will acquire 100% of the outstanding shares of VCBI in exchange for common shares of United. The exchange ratio will be fixed at 0.5442 of United’s shares for each share of VCBI which equates to a deal value of $14.00 per share, or approximately $490.6 million in the aggregate, based on United’s ten-day average closing price of $25.73 as of January 29, 2013. The transaction, which has been unanimously approved by both United’s and VCBI’s Boards of Directors, is expected to close in the third quarter of 2013, pending regulatory approvals and the approval of United’s and VCBI’s shareholders.

The aggregate consideration of the transaction is approximately $490.6 million based on VCBI’s common shares outstanding, plus outstanding options and warrants. The announced price represents a premium of 15% over VCBI’s closing price on January 29, 2013, and 1.82 times VCBI’s tangible book value at December 31, 2012.

Adams stated, “We are very excited about our merger with VCBI, which creates the leading independent community bank operating throughout the most attractive markets in Northern Virginia and Washington, D.C. VCBI is a well-run banking franchise and will be a great partner for United.”

United Bankshares to Acquire Virginia Commerce Bancorp, Inc.

January 30, 2013

Page Two

Peter A. Converse, VCBI’s President and Chief Executive Officer said, “We look forward to joining the United team. Our merger creates superior value for our shareholders and will enable us to better serve our customers, employees and communities.”

With this acquisition, United will hold the #8 deposit market share position in the Washington, D.C. MSA. United currently has $8.4 billion in assets and 115 full-service offices in Ohio, West Virginia, Virginia, Maryland, Pennsylvania and Washington, D.C.

Keefe, Bruyette & Woods, Inc. served as financial advisor and Bowles Rice LLP provided legal counsel to United Bankshares, Inc.

Sandler O’Neill + Partners, L.P. served as financial advisor and Troutman Sanders LLP served as legal counsel to Virginia Commerce Bancorp, Inc.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the “Merger”) between Virginia Commerce Bancorp, Inc. (“VCBI”) and United Bankshares, Inc. (“United”), including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) United’s and VCBI’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (iii) other statements identified by words such as “expects” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of United and VCBI and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of United and VCBI. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of United and VCBI may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) the stockholders of United and VCBI may fail to approve the Merger; (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which United and VCBI are engaged; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in United’s and VCBI’s markets could adversely affect operations; and (10) the economic slowdown could continue to adversely affect credit quality and loan originations. Additional factors, that could cause actual

United Bankshares to Acquire Virginia Commerce Bancorp, Inc.

January 30, 2013

Page Three

results to differ materially from those expressed in the forward-looking statements are discussed in VCBI’s and United’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC’s Internet site (http://www.sec.gov).

United and VCBI caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to United or VCBI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. United and VCBI do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Participants in the Transactions

United, VCBI and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from VCBI’s shareholders in favor of the merger with United. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the VCBI shareholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC.

You can find information about the executive officers and directors of United in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its definitive proxy statement filed with the SEC on April 4, 2012. You can find information about VCBI’s executive officers and directors in its Annual Report on Form 10-K for the year ended December 31, 2011 and in its definitive proxy statement filed with the SEC on March 14, 2012. You can obtain free copies of these documents from United, or VCBI using the contact information above.

Additional Information About the Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

Shareholders of VCBI and other investors are urged to read the proxy statement/prospectus that will be included in the registration statement on Form S-4 that United will file with the Securities and Exchange Commission in connection with the proposed merger because it will contain important information about United, VCBI, the merger, the persons soliciting proxies in the merger and their interests in the merger and related matters. Investors will be able to obtain all documents filed with the SEC by United free of charge at the SEC’s Internet site (http://www.sec.gov). In addition, documents filed with the SEC by United will be available free of charge from the Corporate Secretary of United Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia 26101 telephone (304) 424-8800. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing United’s website at www.ubsi-inc.com under the tab “Investor Relations” and then under the heading “SEC Filings” or by accessing VCBI’s website at www.vcbonline.com

United Bankshares to Acquire Virginia Commerce Bancorp, Inc.

January 30, 2013

Page Four

under the tab “About VCB” and then under the heading “Investor Relations”, “Financial Documents” and “SEC Filings”. You are urged to read the proxy statement/prospectus carefully before making a decision concerning the merger. You are urged to read the proxy statement/prospectus carefully before making a decision concerning the merger.

EX-99.2

Exhibit 99.2

UNITED BANKSHARES, INC. (NASDAQ: UBSI)

United Bankshares, Inc. to Acquire Virginia Commerce Bancorp, Inc.

January 30, 2013

Richard M. Adams Steven E. Wilson

Chairman of the Board & Executive Vice President & Chief Executive Officer Chief Financial Officer

www.ubsi-inc.com

Forward-Looking Statements

This presentation may contain forward-looking statements about United Bankshares, Inc., which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of United including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates” or similar expressions. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements.

Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in interest rate environment reduce interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions;

(4) general economic conditions, either national or in the states in which United does business, are less favorable than expected; (5) legislative or regulatory changes adversely affect the businesses in which United is engaged; (6) changes in the securities markets.

Further information on other factors, which could affect the financial results of United, are included in United’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at www.sec.gov and/or from United.

2

Transaction Rationale

• Strengthens UBSI’s leading position as the largest independent banking franchise

Enhances in the attractive Northern Virginia and Washington, D.C. markets

VA / Metro D.C. – Expands franchise by 28 banking offices; 1 wealth management and 1 mortgage office

Franchise • Total market share rank in Washington, D.C. MSA moves from #11 to #8

– #1 market share among independent community banks

• Meaningfully accretive to first full year EPS

Financially • Tangible book value dilution earn-back period of 3-4 years Attractive • Double digit IRR in excess of UBSI’s cost of capital

• Pro forma capital ratios above “Well Capitalized” guidelines

• Thorough due diligence review and conservative credit mark

Low Risk

• In-market transaction

Profile

• Proven track record of integrating acquisitions

3

Transaction Overview

Consideration: 100% Stock

Fixed exchange ratio of 0.5442x (1)

Stock Option and Trust Preferred VCBI options and warrants to be converted Warrant Treatment: into UBSI options and warrants

Transaction Price Per Share: $14.00 (2)

Fully Diluted Transaction Value: $490.6 million

Board Seats: Two seats offered to VCBI at holding company; Three seats offered to VCBI at banking subsidiary

Due Diligence: Completed

Required Approvals: Customary regulatory, UBSI and VCBI shareholders

Termination Fee: $20.0 million

Expected Closing: Third quarter of 2013

(1) Based on UBSI’s 10-day average stock price of $25.73 as of 1/29/2013

(2) Based on UBSI’s 10-day average stock price of $25.73 as of 1/29/2013 and an exchange ratio of 0.5442x 4

Pro Forma Franchise

Strategic Market Expansion

Pro Forma Highlights (1)

• Adds 28 banking offices in the Washington, D.C. MSA

• Adds $2.2 billion in deposits and increases market share to 3.0% in Assets: $11.2 billion

Loans: $8.7 billion

the Washington, D.C. MSA Deposits: $9.0 billion

Banking Offices: 143

PA

OH

70

81

68

WV MD DC

79

64

77 VA

UBSI (115)

VCBI (28) 11 of VCBI’s 28 banking offices

(39%) are within 1 mile of a UBSI banking office

Source: SNL Financial and MapInfo

(1) Financial data as of 12/31/2012; Does not include purchase accounting adjustments

Note: Deposit market share data as of 6/30/2012; Pro forma for pending transactions 5

Enhanced Market Positioning

• Increases deposit market share rank from 11th to 8th in the Washington, D.C. MSA

• #1 market share among independent community banks

Deposit Market Share – Washington, D.C. MSA

Deposits in Market Number of Market Share Rank Institution (ST) Branches ($mm) (% )

1 Capital One Financial Corp. (VA) 201 28,770 18.7

2 Wells Fargo & Co. (CA) 156 21,760 14.1

3 Bank of America Corp. (NC) 176 20,234 13.1

4 SunTrust Banks Inc. (GA) 180 16,392 10.6

5 BB&T Corp. (NC) 182 13,147 8.5

6 PNC Financial Services Group (PA) 191 10,048 6.5

7 Citigroup Inc. (NY) 41 5,524 3.6

Pro Forma 63 4,548 3.0

8 M&T Bank Corp. (NY) 80 3,854 2.5

9 HSBC 12 3,294 2.1

10 Eagle Bancorp Inc (MD) 17 2,517 1.6

11 United Bankshares Inc. (WV) 35 2,283 1.5

12 Virginia Commerce Bancorp Inc. (VA) 28 2,264 1.5

13 Toronto-Dominion Bank 41 2,262 1.5

14 Sandy Spring Bancorp Inc. (MD) 35 2,172 1.4

15 Burke & Herbert Bank & Trust (VA) 25 2,077 1.4

16 Cardinal Financial Corp. (VA) 27 2,043 1.3

17 Middleburg Financial Corp. (VA) 10 948 0.6

18 WashingtonFirst Bankshares Inc (VA) 17 831 0.5

19 Old Line Bancshares Inc (MD) 16 754 0.5

20 Access National Corp. (VA) 5 686 0.4

Totals (1-20) 1,475 141,860 92.0 Totals (1-84) 1,743 154,276 100.0

Source: SNL Financial

Note: Deposit market share data as of 6/30/2012; Pro forma for pending transactions 6

Further Expansion into Growth Markets

Attractive Market Demographics

Washington, D.C. MSA Market Attributes United Bankshares Deposits by Geography Current Pro Forma

• The Washington, D.C. MSA has a population of 5.6 million and is ranked the 7th largest MSA in the U.S.

• Ranked the 3rd wealthiest MSA based on median

42%

household income 56%

• Real estate market remains resilient 44%

– Total September 2012 sold dollar volume up 58%

7.9% YOY

– Average days on market down 27% (to 45 days) from September 2011

• 137,184 small business establishments WV, PA & OH VA, MD & DC WV, PA & OH VA, MD & DC

Enhanced Franchise Demographics

Projected Population Change (%) (1) Median Household Income ($) (2) Unemployment Rate – Nov. 2012 (%)

4.0% $65,000 $63,620 6.5%

3.5% $60,000 6.0% 5.9%

$54,929 %

3.0 $55,000 5.5% 5.4%

2.5 $50,000 5.0%

2.0 $45,000 4.5% alone P e UBSI Standalone Pro Forma Franchise UBSI Standalone Pro Forma Franchise

Source: SNL Financ s Bureau; Dep 0/2012 (1) Growth projections for 2011 – 2016 (2) Median household income data as of 2011

Note: Franchise demographics weighted by county deposits 7

Virginia Commerce Bancorp, Inc.

Company Profile Recent Highlights

Headquarters: Arlington, VA • Repurchased all $71 million preferred stock issued under TARP Capital Purchase Program

Bank Subsidiaries: Virginia Commerce Bank – Estimated savings from TARP dividend and amortization of discount expense of approximately Established: 1988 $5.5 million after-tax

Ticker: VCBI (NASDAQ) • Net income available to common stockholders increased to $22.5 million for 2012

Banking Offices: 28

– Represents a 3.2% increase compared to $21.8

Total Assets: $2.8 billion million for 2011

Total Loans: $2.2 billion

• Total loans grew $42.4 million during the fourth

Total Deposits: $2.2 billion quarter of 2012

– Represents an annualized growth rate of 7.9%

Loans / Deposits: 97.3%

MRQ ROAA: 1.04% • Demand, savings and interest-bearing demand deposits grew $51.0 million during the fourth

MRQ Net Interest Margin: 3.75% quarter of 2012

– Represents an annualized growth rate of 13.0%

MRQ Efficiency Ratio: 50.7%

TCE / TA: 8.69% • Non-performing assets and loans 90+ days past due decreased $9.3 million from $59.5 million at

NPAs / Assets (1): 1.78%

9/30/2012 to $50.2 million at 12/31/2012

Source: SNL Financial; Financial data as of 12/31/2012

(1) Excludes all troubled debt restructurings 8

History of Strong Financial Performance

Pre-Tax, Pre-Provision ROAA (%) Gross Loans HFI (12/31/2012)

Consumer &

2.50% 2.39% Construction Other 12.9% ( %) Commercial 5.6%

A 2.05% 1.99% & Industrial OA 2.00% 1.87% 1.82% 11.9%

1.73% Residential

R 1.97% n R.E.

1.45% 12.9% isio 1.50% 1.73% 1.71% 1.74% o v 1.54% Owner

Pr 1.49% 1.21% Occupied

—C.R.E.

Pre 1.00% Non-Owner

, 22.3% Occupied

T ax

C.R.E.

-

Pre 0.50% 34.4% 2006Y 2007Y 2008Y 2009Y 2010Y 2011Y 2012Y Gross Loans HFI: $2.2 billion MRQ Yield on Loans: 5.43%

VCBI Peer Median

Efficiency Ratio (%) Deposits (9/30/2012)

70.0% 66.0% 64.9%

64.1% 64.6% Jumbo Time Demand

61.5% 62.1%

60.6% Deposits Deposits

16.8% 17.7%

60.0%

(%) 56.3% at io

50.0% 50.4% 49.7% 50.8% R 47.9% y 50.0% Retail Time nc 45.0% NOW &

Deposits i e c ffi 12.4% Other Trans.

40.0% Accts E

17.4% MMDA & Other

30.0% Savings

2006Y 2007Y 2008Y 2009Y 2010Y 2011Y 2012Y 35.7%

VCBI Peer Median

Deposits: $2.2 billion Source: SNL Financial MRQ Cost of Deposits: 0.70%

VCBI loan data as of 12/31/2012 per SEC filings; Deposit data as of 9/30/2012 per SEC filings

VCBI peers include public banks and thrifts traded on a major exchange headquartered in Virginia and Maryland with assets between $1billion and $5 billion 9

Comprehensive Due Diligence Completed

• Comprehensive due diligence completed including banking offices, systems, legal and credit

– Estimated cost savings of 25% of VCBI’s noninterest expense base

– Assumes multiple banking office closures

• Extensive credit review focused on the following areas:

– Top 50 largest relationships

– Watch list loans

– Criticized and classified assets

– Non-performing loans and OREO

– Troubled debt restructurings

– ADC and non-owner occupied income producing commercial real estate loans

– CRE secured credits located outside the primary Washington, D.C. market area

• Gross loan mark of $87.4 million or 4% of gross loans

Cumulated Losses and Estimated Credit Mark

Cumulative Losses since 12/31/2007 (1) $137 mm Estimated Credit Mark $87 mm

Total Estimated Losses Through the Cycle $224 mm Percent of 12/31/2007 Loan Balance (2) 11.5%

(1) Represents cumulative charge-offs through 12/31/2012

(2) 12/31/2007 gross loans held for investment of $1.9 billion 10

Transaction Pricing

Transaction Price Per Share (1) $14.00

One-day Market Premium (2) 14.7%

Price to 2013 Estimated EPS (3) 16.7x Price to Tangible Book Value (4) 1.82x Core Deposit Premium (5) 11.6%

(1) Based on UBSI’s 10-day average stock price of $25.73 as of 1/29/2013 and an exchange ratio of 0.5442x

(2) Based on VCBI’s stock price of $12.21 on 1/29/2013 (3) Per First Call consensus estimates

(4) Based on VCBI’s tangible book value per share of $7.68 as of 12/31/2012

(5) Equal to deal value to common shareholders minus target’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less jumbo time deposits

(greater than $100,000); Based on VCBI’s tangible common equity of $245.3 million and VCBI’s core deposits of $1.9 billion as of 12/31/2012 11

Pro Forma Financial Impact

• Attractive financial returns

– Earnings accretion estimated at 5% after cost savings are fully realized

– Tangible book value dilution of 4.0% offset by 3-4 year earn-back period

– Mid-teens IRR

• Pro forma capital ratios above “Well Capitalized” guidelines

As Reported Est. Close

12/31/2012 9/30/2013 Well Capitalized Standalone Pro Forma (1) Minimums

TCE / TA 7.6% 7.5% N/A Leverage 10.6% 9.8% 5.0% Tier 1 Risk Based 12.4% 11.8% 6.0% Total Risk Based 13.7% 12.7% 10.0%

• Key assumptions

– 25% cost savings

– Extensive credit review process o Gross loan mark of $87.4 million or 4.0% of VCBI’s loan portfolio

– Merger restructuring charge of $15.4 million pre-tax

– CDI of approximately $24 million, amortized sum-of-the years digits over 10 years

(1) Pro forma for the acquisition of VCBI 12

Proven Acquiror

UBSI Acquisition History

Total Deal Total Deal Annc. Assets Value Annc. Assets Value Target Headquarters Date ($mm) ($mm) Target Headquarters Date ($mm) ($mm)

Centra Financial Holdings, Inc. Morgantown, WV 12/15/2010 1,410.8 185.4 First Commercial Bank Arlington, VA 3/7/1995 67.4 10.9 Premier Community Bankshares, Inc. Winchester, VA 1/26/2007 900.7 200.1 CB&T Westover Bank Westover, WV 4/2/1993 64.0 8.3 Sequoia Bancshares, Inc. Bethesda, MD 4/7/2003 523.8 112.2 Financial Future Corporation Ceredo, WV 10/29/1992 144.4 17.5 Century Bancshares Incorporated Washington, DC 6/14/2001 415.5 70.2 Summit Holding Corporation Beckley, WV 10/21/1991 256.8 22.0 Fed One Bancorp, Inc. Wheeling, WV 2/18/1998 366.8 92.2 Liberty Bancshares, Inc. Montgomery, WV 10/10/1991 96.3 12.0 George Mason Bankshares, Inc. Fairfax, VA 9/11/1997 963.3 208.4 First National Bank of Weirton Weirton, WV 1/30/1990 43.9 4.0 First Patriot Bankshares Corporation Vienna, VA 2/19/1997 191.9 39.1 Bank First, NA McLean, VA 12/8/1989 28.0 10.0 Eagle Bancorp, Inc. Charleston, WV 8/21/1995 383.9 93.4

• UBSI is an experienced acquiror and integrator of banking franchises

– 15 transactions completed since 1990 representing more than $1 billion in aggregate purchase value

– 28 transactions completed since 1982

• Proven ability to extract cost savings

Source: SNL Financial 13

Summary

• Acquisition of a high performing, in market competitor

• Enhances footprint in highly attractive markets of Northern Virginia and

Washington, D.C.

• Financially attractive

– Significantly accretive to first full year EPS

– Double digit IRR in excess of UBSI’s cost of capital

– Minimal tangible book value dilution with short earn-back period

• Low risk transaction

– In market transaction with conservative cost savings assumptions

– Proven acquiror

14