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 31, 2014

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:

¨ 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 1.01. Entry into a Material Definitive Agreement

In connection with the acquisition (the “Merger”) of Virginia Commerce Bancorp, Inc. (“Virginia Commerce”), a Virginia corporation headquartered in Arlington, Virginia, by George Mason Bankshares, Inc. (“GMBS”), a wholly-owned subsidiary of United Bankshares, Inc. (“United”), pursuant to the terms of that Agreement and Plan of Reorganization, dated January 29, 2013, between United and Virginia Commerce (the “Merger Agreement”), as supplemented by the Supplement for Merger Sub Accession to Agreement and Plan of Reorganization dated May 30, 2013 by and among United, Virginia Commerce and GMBS (the “Supplement”), United entered into a Securities Purchase Agreement on January 31, 2014 (the “Purchase Agreement”) with the United States Department of the Treasury (the “Treasury”) pursuant to which United repurchased from the Treasury the warrant to purchase 2,696,203 shares of common stock of Virginia Commerce (the “Warrant”) that was issued to the Treasury in connection with Virginia Commerce’s participation in the Troubled Asset Relief Program (“TARP”) Capital Purchase Program. United paid an aggregate purchase price of $33.263 million for the purchase of the Warrant, which has been canceled. The repurchase price was based on the fair market value of the Warrant as agreed upon by United and the Treasury.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets

Effective as of 5:01 p.m. on January 31, 2014, United completed its acquisition of Virginia Commerce. Virginia Commerce was merged with and into GMBS, pursuant to the terms of the Merger Agreement, in a transaction to be accounted for under the acquisition method of accounting.

Under the terms of the Merger Agreement, each outstanding share of common stock of Virginia Commerce, par value $1.00 per share (other than shares held by United or its subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contracted) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 0.5442 shares of United common stock, par value $2.50 per share (“United Common Stock”), plus cash in lieu of fractional shares. Restricted shares of Virginia Commerce common stock that were outstanding immediately prior to the Merger converted into the right to receive 0.5442 shares of United Common Stock, plus cash in lieu of fractional shares. Almost all of the restricted shares of Virginia Commerce common stock fully vested upon the consummation of the Merger under the terms of the restricted stock agreements and are freely transferable. Those restricted shares of Virginia Commerce common stock that did not fully vest upon the consummation of the Merger were converted into restricted shares of United common stock in accordance with the exchange ratio of 0.5442 and will continue to be subject to time-based vesting in accordance with their original vesting schedule. Also under the terms of the Merger Agreement, outstanding Virginia Commerce stock options, whether vested or unvested, converted into fully vested and exercisable

stock options with respect to shares of United Common Stock, with appropriate adjustments to reflect the exchange ratio of 0.5442. As noted above, effective January 31, 2014, the Warrant held by the Treasury issued by Virginia Commerce in connection with the TARP Capital Purchase Program was purchased by United for $33.263 million.

Immediately following the Merger, Virginia Commerce’s banking subsidiary, Virginia Commerce Bank, was merged with and into United Bank (Virginia), a wholly-owned Virginia banking subsidiary of GMBS.

There were no material relationships, other than in respect of the Merger, between Virginia Commerce and United, its directors or officers or any of its affiliates.

The descriptions of the Merger Agreement and Supplement do not purport to be complete and are qualified in their entirety by reference to the actual terms of the Merger Agreement and Supplement, which Merger Agreement and Supplement are included as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

In connection with the Merger, and pursuant to supplemental indentures dated January 31, 2014, GMBS assumed all of Virginia Commerce’s obligations with respect to its outstanding trust preferred securities consisting of: (i) $15,470,000 of Floating Rate Junior Subordinated Notes due December 19, 2032, with respect to which The Bank of New York Mellon serves as Trustee; (ii) $25,774,000 of Fixed/Floating Rate Junior Subordinated Debt Securities due February 23, 2036, with respect to which Wilmington Trust Company serves as Trustee; and (iii) $25,775,000 of Fixed Rate Junior Subordinated Notes due 2038, with respect to which Wilmington Trust Company serves as Trustee.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On January 27, 2014, the Board of Directors of United approved a prospective increase in the size of the Board to seventeen (17) members, with such increase being contingent upon, and to be effective concurrent with, completion of the Merger. Pursuant to the terms of the Merger Agreement, the Board also approved on a prospective basis the appointment of Peter A. Converse and W. Douglas Fisher as directors of United to fill the vacancies created by that action. Messrs. Converse’s and Fisher’s appointment were contingent on, and to be effective concurrent with, completion of the Merger. As discussed in more detail in Item 2.01 above, the Merger was effective as of 5:01 p.m. on January 31, 2014 and Messrs. Converse and Fisher became directors of United at that time.

Mr. Converse currently has an employment agreement with Virginia Commerce and Virginia Commerce Bank, which was assumed by United Bank (Virginia) in connection with the Merger. Because it is anticipated that the duties and responsibilities of Mr. Converse will be permanently and materially inconsistent with Mr. Converse’s current position, authority, duties and responsibilities for Virginia Commerce and Virginia Commerce Bank, it is anticipated that, at or shortly after the effective time of the Merger, Mr. Converse will give the required notice of

termination for “good reason”. After the 30-day period for the employer to cure the “good reason” has expired, it is anticipated that Mr. Converse will resign his employment with “good reason” and that Mr. Converse will be entitled to the change of control severance benefits provided under his employment agreement and certain other benefits provided by Virginia Commerce in connection with a change of control. It is anticipated that Mr. Converse will then become an independent contractor and will provide certain consulting services to United Bank (Virginia) on a significantly reduced basis pursuant to the terms of a Consulting Agreement in substantially the form attached hereto as Exhibit 10.2.

Mr. Converse, 63, is the former President and Chief Executive Officer of the Virginia Commerce and Virginia Commerce Bank. Mr. Converse has extensive banking experience of over 39 years. He served as a director of Virginia Commerce for almost 20 years. Mr. Converse joined Virginia Commerce in January 1994. Prior to that, Mr. Converse was the Senior Vice President/Chief Lending Officer for Federal Capital Bank from March 1992 to December 1993; Senior Vice President of Bank of Maryland from October 1990 to March 1992; and Executive Vice President/Chief Lending Officer for Century National Bank from May 1986 to July 1990 and Senior Vice President/Chief Lending Officer for Central National Bank from July 1979 to April 1986.

Mr. Fisher, 75, is the former Chairman of the Board of Virginia Commerce. He was a director of Virginia Commerce for approximately 25 years. He has extensive business experience in technology, banking, and finance. Mr. Fisher was a co-founder and Vice President of AZTECH Corporation, a computer software and systems company specializing in technology for membership associations nationwide, from 1969 to 1990 and 1992 to 1997. Mr. Fisher was Vice President of Executive Systems, Inc., a software and systems company, from 1990 to 1992. He retired in 1997. He served on the Arlington Bank Board of Advisors from 1980 to 1986. He also served for 12 years on the board of the non-profit organization, American Running Association. Mr. Fisher was a founding director of the Virginia Commerce Bank in 1988. He served as Chairman from 1999. Prior to that he served as the Virginia Commerce Bank’s Vice Chairman and Chairman of the Audit Committee.

Messrs. Converse and Fisher have not yet been appointed to any committees of United’s Board of Directors.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K (“Report”) and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On February 3, 2014, United issued a press release announcing that it had completed the acquisition of Virginia Commerce. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

In accordance with general instruction B.2. of Form 8-K, the information furnished pursuant to Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired.

The unaudited consolidated financial statements of Virginia Commerce Bancorp, Inc. as of and for the nine-month period ended September 30, 2013 are filed herewith as Exhibit 99.2 and are incorporated by reference in this Item 9.01(a). The audited consolidated financial statements of Virginia Commerce Bancorp, Inc. as of December 31, 2012 and for the fiscal year ended December 31, 2012 are filed herewith as Exhibit 99.3 and are incorporated by reference in this Item 9.01(a).

(b) Pro forma financial information.

Pro forma financial information will be filed by amendment to this Current Report no later than 71 days following the date that this Current Report is required to be filed.

(c) None.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Reorganization dated January 30, 2013 by and between United Bankshares, Inc. and Virginia Commerce Bancorp, Inc. (incorporated by reference to Appendix A of the Registration Statement on Form S-4/A filed by United Bankshares, Inc. on July 18, 2013 (Registration No. 333-188919))
2.2	Supplement for Merger Sub Accession to Agreement and Plan of Reorganization dated May 30, 2013 (incorporated by reference to Exhibit 2.2 of the Registration Statement on Form S-4/A filed by United Bankshares, Inc. on July 18, 2013 (Registration No. 333-188919))
10.1	Securities Purchase Agreement dated as of January 31, 2014 by and between the United States Department of the Treasury and United Bankshares, Inc.
10.2	Form of Consulting Agreement by and between Peter A. Converse and United Bank.
23.1	Consent of Yount, Hyde & Barbour, P.C.

Exhibit No.	Exhibit Description
99.1	Press Release, dated February 3, 2014, issued by United Bankshares, Inc.
99.2	Unaudited financial statements for Virginia Commerce Bancorp, Inc. as of and for the nine-month period ended September 30, 2013 (incorporated by reference to Virginia Commerce Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (File No. 000-28635), filed with the SEC on November 7, 2013)
99.3	Audited financial statements for Virginia Commerce Bancorp, Inc. as of and for the fiscal year ended December 31, 2012 (incorporated by reference to Virginia Commerce Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-28635), filed with the SEC on March 14, 2013)

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving United’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

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:	February 3, 2014	By:	/s/ Steven E. Wilson
		Steven E. Wilson, Executive Vice President, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Reorganization dated January 30, 2013 by and between United Bankshares, Inc. and Virginia Commerce Bancorp, Inc. (incorporated by reference to Appendix A of the Registration Statement on Form S-4/A filed by United Bankshares, Inc. on July 18, 2013 (Registration No. 333-188919))
2.2	Supplement for Merger Sub Accession to Agreement and Plan of Reorganization dated May 30, 2013 (incorporated by reference to Exhibit 2.2 of the Registration Statement on Form S-4/A filed by United Bankshares, Inc. on July 18, 2013 (Registration No. 333-188919))
10.1	Securities Purchase Agreement dated as of January 31, 2014 by and between the United States Department of the Treasury and United Bankshares, Inc.
10.2	Form of Consulting Agreement by and between Peter A. Converse and United Bank.
23.1	Consent of Yount, Hyde & Barbour, P.C.
99.1	Press Release, dated February 3, 2014, issued by United Bankshares, Inc.
99.2	Unaudited financial statements for Virginia Commerce Bancorp, Inc. as of and for the nine-month period ended September 30, 2013 (incorporated by reference to Virginia Commerce Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (File No. 000-28635), filed with the SEC on November 7, 2013)
99.3	Audited financial statements for Virginia Commerce Bancorp, Inc. as of and for the fiscal year ended December 31, 2012 (incorporated by reference to Virginia Commerce Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-28635), filed with the SEC on March 14, 2013)

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

by and between

THE UNITED STATES DEPARTMENT OF THE TREASURY,

and

UNITED BANKSHARES, INC.

Dated as of January 31, 2014

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS		2
Section 1.01	Definitions of Certain Terms.		2
Section 1.02	Interpretation.		4
ARTICLE II	THE SECURITIES PURCHASE		4
Section 2.01	The Securities Purchase.		4
Section 2.02	Closing of the Securities Purchase.		4
ARTICLE III	REPRESENTATIONS AND WARRANTIES		5
Section 3.01	Representations and Warranties of the Purchaser.		5
ARTICLE IV	COVENANTS		6
Section 4.01	Forbearances of the Seller.		6
Section 4.02	Further Action.		6
Section 4.03	Merger Agreement.		6
Section 4.04	Merger.		7
ARTICLE V	CONDITIONS TO THE CLOSING		7
Section 5.01	Conditions to Each Party’s Obligations.		7
Section 5.02	Conditions to Obligations of the Seller.		7
ARTICLE VI	TERMINATION		9
Section 6.01	Termination Events.		9
Section 6.02	Effect of Termination.		9
ARTICLE VII	MISCELLANEOUS		9
Section 7.01	Waiver; Amendment.		9
Section 7.02	Counterparts.		9
Section 7.03	Governing Law; Choice of Forum; Waiver of Jury Trial.		9
Section 7.04	Expenses.		10
Section 7.05	Notices.		10
Section 7.06	Entire Understanding; No Third Party Beneficiaries.		11
Section 7.07	Assignment.		11
Section 7.08	Severability.		11

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of January 31, 2014, by and between the United States Department of the Treasury (the “Seller”) and United Bankshares, Inc., a West Virginia corporation (the “Purchaser”).

RECITALS

WHEREAS, on December 12, 2008, Virginia Commerce Bancorp, Inc., a Virginia corporation (the “Company”), issued and sold to the Seller (i) 71,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of the Company (the “Shares”) and (ii) a ten-year warrant to purchase 2,696,203 shares of Company Common Stock (the “Warrant”);

WHEREAS, on December 11, 2012, the Company repurchased the Shares from the Seller;

WHEREAS, the Seller is currently the owner of and holds the Warrant;

WHEREAS, on January 29, 2013, the Purchaser and the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, (i) the Company will merge with and into the Merger Sub, with Merger Sub continuing thereafter as the surviving corporation, and (ii) each outstanding share of Company Common Stock will convert into the right to receive the Merger Consideration (as defined in the Merger Agreement) (collectively, the “Merger”); and

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, subject to the terms and conditions contained in this Agreement, the Warrant (the “Securities Purchase”).

NOW, THEREFORE, in consideration of the premises, and of the various representations, warranties, covenants and other agreements and undertakings of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

ARTICLE I

DEFINITIONS

Section 1.01 Definitions of Certain Terms. For purposes of this Agreement, the following terms are used with the meanings assigned below (such definitions to be equally applicable to both the singular and plural forms of the terms herein defined):

“Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph of this agreement.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banking organizations in the Commonwealth of Virginia or the State of West Virginia are required or authorized by Law to be closed.

“Closing” has the meaning set forth in Section 2.02(A).

“Closing Date” has the meaning set forth in Section 2.02(A).

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

“Company Common Stock” means the common stock, par value $1.00 per share, of the Company.

“Company Material Adverse Effect” means a material adverse effect on the business, results of operations or financial condition of the Company and its consolidated Subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed to include the effects of (i) changes after the date hereof in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company and its Subsidiaries operate, (ii) changes or proposed changes after the date hereof in United States generally accepted accounting principles or regulatory accounting requirements, or authoritative interpretations thereof, (iii) changes or proposed changes after the date hereof in securities, banking and other Laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (i), (ii) and (iii), other than changes or occurrences to the extent that such changes or occurrences have or would

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reasonably be expected to have a materially disproportionate adverse effect on the Company and its consolidated Subsidiaries taken as a whole relative to comparable United States banking or financial services organizations), or (iv) changes in the market price or trading volume of the Company Common Stock or any other equity, equity-related or debt securities of the Company or its consolidated Subsidiaries (it being understood and agreed that the exception set forth in this clause (iv) does not apply to the underlying reason giving rise to or contributing to any such change).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization.

“Law” means any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity.

“Liens” means any liens, licenses, pledges, charges, encumbrances, adverse rights or claims and security interests whatsoever.

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

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

“Merger Sub” means George Mason Bankshares, Inc., a Virginia second-tier bank holding company.

“Purchase Price” has the meaning set forth in Section 2.01.

“Purchaser” has the meaning set forth in the introductory paragraph to this Agreement.

“Regulatory Event” means, with respect to the Company, that (i) the Federal Deposit Insurance Corporation or any other applicable Governmental Entity shall have been appointed as conservator or receiver for the Company or any Subsidiary; (ii) the Company or any Subsidiary shall have been considered in “troubled condition” for the purposes of 12 U.S.C. Sec. 1831i or any regulation promulgated thereunder; (iii) the Company or any Subsidiary shall qualify as “Undercapitalized,” “Significantly Undercapitalized,” or “Critically Undercapitalized” as those terms are defined in 12 U.S.C. Sec. 1831o or other applicable Law; or (iv) the Company or any Subsidiary shall have become subject to any formal or informal regulatory action requiring the Company or any Subsidiary to materially improve its capital, liquidity or safety and soundness.

“Securities Purchase” has the meaning set forth in the recitals to this Agreement.

“Seller” has the meaning set forth in the introductory paragraph to this Agreement.

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

“Subsidiary” means, with respect to any person, any bank, corporation, partnership, joint venture, limited liability company or other organization, whether incorporated or unincorporated, (i) of which such person or a subsidiary of such person is a general partner or managing member or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity is directly or indirectly owned by such person and/or one or more subsidiaries thereof.

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

Section 1.02 Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The term “person” as used in this Agreement shall mean any individual, corporation, limited liability company, limited or general partnership, joint venture, government or any agency or political subdivision thereof, or any other entity or any group (as defined in Section 13(d)(3) of the Exchange Act) comprised of two or more of the foregoing. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or “$” are to United States dollars. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments.

ARTICLE II

THE SECURITIES PURCHASE

Section 2.01 The Securities Purchase. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, the Warrant, free and clear of all Liens. The aggregate purchase price for the Warrant shall be an amount in cash equal to Thirty-Three Million Two Hundred Sixty-Three Thousand Dollars ($33,263,000) (the “Purchase Price”).

Section 2.02 Closing of the Securities Purchase. (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held (1) immediately prior to the effective time set forth in the articles of merger filed with the office of the Virginia State Corporation Commission pursuant to which the Merger will be consummated or (2) at such other

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time or date that is agreed to in writing by the Seller and the Purchaser (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Purchaser shall mutually agree in writing.

(B) At the Closing, or simultaneously therewith, the following shall occur:

(1) the Seller will deliver to the Purchaser certificates for the Warrant, duly endorsed in blank or accompanied by warrant powers duly endorsed in blank or other required instruments of transfer; and

(2) the Purchaser will pay the Purchase Price to the Seller, by wire transfer in immediately available funds, to an account designated in writing by the Seller to the Purchaser, such designation to be made not later than two Business Days prior to the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:

(A) Existence and Power. The Purchaser is duly organized and validly existing as a corporation under the Laws of the State of West Virginia and has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.

(B) Authorization. The execution and delivery of this Agreement, and the consummation by the Purchaser of the transactions contemplated hereby, have been duly and validly approved by all necessary corporate action of the Purchaser, and no other corporate or shareholder proceedings on the part of the Purchaser are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser, and (assuming the due authorization, execution and delivery of this Agreement by the Seller) this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally.

(C) Non-Contravention. Neither the execution and delivery of this Agreement nor the consummation by the Purchaser of the transactions contemplated hereby, will violate any provision of the charter or bylaws or similar governing documents of the Purchaser or, assuming that the consents, approvals, filings and registrations referred to in Section 3.01(D) are received or made (as applicable), applicable Law.

(D) Consents and Approvals. Except for any consents, approvals, filings or registrations required in connection with the transactions contemplated by the Merger

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Agreement, no consents or approvals of, or filings or registrations with, any Governmental Entity or of or with any other third party by and on behalf of the Purchaser are necessary in connection with the execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby.

(E) Securities Matters. The Warrant is being acquired by the Purchaser for its own account and without a view to the public distribution or sale of the Warrant.

(F) Availability of Funds. The Purchaser has, and will have as of the Closing, sufficient funds available to consummate the transactions contemplated hereunder.

ARTICLE IV

COVENANTS

Section 4.01 Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not:

(A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of or engage in or enter into any hedging transactions with respect to, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase);

(B) exercise the Warrant, in whole or in part; or

(C) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B).

Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Warrant.

Section 4.02 Further Action. The Seller and the Purchaser (A) shall each execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further action as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement and (B) shall refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing or the consummation of the transactions contemplated by this Agreement.

Section 4.03 Merger Agreement. The Purchaser will not agree to any amendment, modification or waiver of any provision of the Merger Agreement (other than corrections of obvious errors, if any, or other ministerial amendments) to the extent such amendment, modification or waiver would adversely affect the Seller, without the prior written consent of the Seller.

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Section 4.04 Merger. The Purchaser shall (i) keep the Seller reasonably apprised of its progress in obtaining necessary regulatory approvals for the Merger and (ii) deliver to the Seller copies of any written notices the Purchaser and the Company deliver to one another under the Merger Agreement to the extent such notices relate to such approvals, the failure to obtain any such approvals or the termination of the Merger Agreement.

ARTICLE V

CONDITIONS TO THE CLOSING

Section 5.01 Conditions to Each Party’s Obligations. The respective obligations of each of the Purchaser and the Seller to consummate the Securities Purchase are subject to the fulfillment, or written waiver by the Purchaser and the Seller, prior to the Closing, of each of the following conditions:

(A) Satisfaction of Conditions Precedent to the Merger. All conditions precedent to the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger) shall have been satisfied or waived.

(B) Regulatory Approvals. All regulatory approvals required to consummate the Securities Purchase shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated.

(C) No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Securities Purchase shall be in effect. No Law shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Securities Purchase.

Section 5.02 Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:

(A) Other Events. None of the following shall have occurred since the date hereof:

(1) the Company or any of its Subsidiaries shall have: (a) dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) become insolvent or unable to pay its debts or failed or admitted in writing its inability generally to pay its debts as they become due; (c) made a general assignment, arrangement or composition with or for the benefit of its creditors; (d) instituted or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall have been presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition shall have resulted in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; (e) had a resolution passed for

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its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (f) sought or shall have become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (g) had a secured party take possession of all or substantially all its assets or had a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets; (h) caused or shall have been subject to any event with respect to it which, under the applicable laws of any jurisdiction, had an analogous effect to any of the events specified in clauses (a) to (g) (inclusive); or (i) taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

(2) a Governmental Entity in any jurisdiction shall have: (a) commenced an action or proceeding against the Company or any of its Subsidiaries; or (b) issued or entered a temporary restraining order, preliminary or permanent injunction or other order binding upon the Company or any of its Subsidiaries, which in the case of (a) and (b) shall have had or shall be reasonably expected to have a Company Material Adverse Effect;

(3) any fact, circumstance, event, change, occurrence, condition or development shall have occurred that, individually or in the aggregate, shall have had or shall be reasonably likely to have a Company Material Adverse Effect; or

(4) any Regulatory Event not otherwise existing on the date hereof.

(B) Representations and Warranties. The representations and warranties set forth in Article III of this Agreement shall be true and correct as though made on and as of the Closing Date.

(C) Consents and Approvals. All consents and approvals of, and filings and registrations with, all Governmental Entities and of or with any other third party by and on behalf of the Company and the Purchaser that are necessary in connection with the execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby shall have been obtained or made, as applicable, and shall remain in full force and effect.

(D) Performance Obligations. The Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

(E) Closing Certificate. The Purchaser shall deliver to the Seller a certificate, dated as of the Closing Date, signed on behalf of the Purchaser by a senior executive officer thereof certifying to the effect that all conditions precedent to the Closing have been satisfied.

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ARTICLE VI

TERMINATION

Section 6.01 Termination Events. This Agreement may be terminated at any time prior to the Closing:

(A) by mutual written agreement of the Purchaser and the Seller; or

(B) by the Purchaser, upon written notice to the Seller, or by the Seller, upon written notice to the Purchaser, in the event that the Closing Date does not occur on or before January 31, 2014; provided, however, that the respective rights to terminate this Agreement pursuant to this Section 6.01(B) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to such date.

This Agreement shall automatically terminate upon the termination of the Merger Agreement in accordance with its terms.

Section 6.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and have no effect, and none of the Seller, the Purchaser, any affiliates of the Seller or the Purchaser or any officers, directors or employees of the Seller or the Purchaser or any of their respective affiliates shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that this Section 6.02 and Sections 7.03, 7.04, 7.05 and 7.06 shall survive any termination of this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Waiver; Amendment. Any provision of this Agreement may be (A) waived in writing by the party benefiting by the provision or (B) amended or modified at any time by an agreement in writing signed by each of the parties hereto. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.

Section 7.02 Counterparts. This Agreement may be executed by facsimile or other electronic means and in counterparts, all of which shall be considered an original and one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 7.03 Governing Law; Choice of Forum; Waiver of Jury Trial. (A) This Agreement and any claim, controversy or dispute arising under or related to this

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Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be enforced, governed and construed in all respects (whether in contract or in tort) in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the parties hereto agrees (a) to submit to the exclusive jurisdictions and venue of the United States District Court of the District of Columbia and the United States Court of Federal Claims for any and all civil actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) that notice may be served upon (i) the Purchaser at the address and in the manner set forth for notices to the Purchaser in Section 7.05 and (ii) the Seller at the address and in the manner set forth for notices to the Seller in Section 7.05, but otherwise in accordance with federal law.

(B) To the extent permitted by applicable Law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

Section 7.04 Expenses. If requested by the Seller, the Purchaser shall pay all reasonable out of pocket and documented costs and expenses associated with this Agreement and the transactions contemplated by this Agreement, including, but not limited to, the reasonable fees, disbursements and other charges of the Seller’s legal counsel and financial advisors.

Section 7.05 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on the date of delivery if delivered personally or telecopied (upon telephonic confirmation of receipt), on the first Business Day following the date of dispatch if delivered by a recognized next day courier service, or on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Purchaser to:

United Bankshares, Inc. 514 Market Street Parkersburg, West Virginia 26101
Facsimile:	(304) 424-8758
Attention:	Richard M. Adams
	Steven Wilson

With a copy to:

Bowles Rice LLP 600 Quarrier Street Charleston, WV 25301
Facsimile:	(304) 343-3058
Attention:	Sandra M. Murphy
	Benjamin R. Thomas

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If to the Seller to:

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220
Facsimile:	(202) 927-9225
Attention:	Chief Counsel Office of Financial Stability

With a copy to:

Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281
Facsimile:	(212) 504-6666
Attention:	William P. Mills

Section 7.06 Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.

Section 7.07 Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other parties, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be null and void; provided, however, that the Seller may assign this Agreement to an Affiliate of the Seller. If the Seller assigns this Agreement to an Affiliate, the Seller shall be relieved of its obligations and liabilities under this Agreement but (i) all rights, remedies, obligations and liabilities of the Seller hereunder shall continue and be enforceable by and against and assumed by such Affiliate, (ii) the Purchaser’s obligations and liabilities hereunder shall continue to be outstanding and (iii) all references to the Seller herein shall be deemed to be references to such Affiliate. The Seller will give the Purchaser notice of any such assignment; provided, that the failure to provide such notice shall not void any such assignment.

Section 7.08 Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement. or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party or its shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Timothy J. Bowler
	Name:	Timothy J. Bowler
	Title:	Acting Assistant Secretary for
		Financial Stability
UNITED BANKSHARES, INC.
By:	/s/ Steven E. Wilson
	Name:	Steven E. Wilson
	Title:	Chief Financial Officer

[Signature Page to Securities Purchase Agreement]

EX-10.2

Exhibit 10.2

FORM OF

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into this      day of             , 2014, between Peter A. Converse (“Contractor”) and United Bank (“United”).

WHEREAS, Contractor has considerable experience in the banking industry; and

WHEREAS, United wishes to retain the expertise of Contractor and Contractor wishes to perform the services described herein for United pursuant to the terms and conditions hereof; and

WHEREAS, United and the Contractor acknowledge and agree that no employment relationship exists between United and the Contractor for the work performed under this Agreement. United and the Contractor acknowledge and agree that the Contractor is an independent contractor for all purposes related to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants made in this Agreement, the parties agree as follows:

1. Services. During the period from the date Contractor terminates employment with United, successor by merger to Virginia Commerce Bank, to the date which is two years from and after the date on which Contractor first begins performing services under this Agreement, and for additional one year renewal periods thereafter, unless earlier terminated pursuant to paragraph 5 below, Contractor shall provide consulting and advisory services to United to the extent Contractor and United deem appropriate, but for no more than one day per week or the hourly equivalent thereof and in no event to exceed 8 hours per week.

2. Compensation. For services rendered by Contractor hereunder, Contractor shall be compensated by United as follows: for each one year period during which this Agreement remains in effect, prior to termination pursuant to paragraph 5 below, with pro-ration to the date of termination for any partial year during which this Agreement is in effect prior to any such termination, Contractor shall be paid the sum of Two Hundred and Twenty Thousand Dollars ($220,000) with such $220,000 sum to be paid in equal semi-monthly installments of $9,166.67.

3. Business Expenses. Contractor shall retain the sole responsibility for his own business-related expenses, provided, however, that United shall afford Contractor access to reasonable office space, office supplies and secretarial assistance and shall reimburse Contractor for any reasonable business expenses incurred in the performance of services for United hereunder, but only if such business expense is in fact incurred by Contractor prior to any termination of this Agreement pursuant to paragraph 5. The reimbursement of an eligible business expense, if any, shall be made by United in accordance with United’s regular reimbursement procedures but, in no event, later than the last day of Contractor’s taxable year during which the expense was incurred or, if later, the fifteenth day of the third month after such expense was incurred, and Contractor is required to request reimbursement and substantiate any such expense no later than ten days prior to the last date on which United is required to provide reimbursement for such expense hereunder. The amount of business expenses, if any, eligible for reimbursement during Contractor’s taxable year shall not affect the expenses eligible for reimbursement, if any, in any other taxable year. The right to reimbursement, if any, under this Agreement is not subject to liquidation or exchange for another benefit.

4. Duties of Independent Contractor. Contractor agrees to provide consulting and advisory services respecting financial and banking matters that are needed by United, within the limits set forth in paragraph 1, and Contractor agrees to provide his services in the most efficient, comprehensive and professional manner possible.

5. Termination of Agreement. This Agreement may be terminated at any time, with or without cause, by either party by thirty (30) days prior written notification. Upon termination, Contractor shall be entitled to receive compensation, as provided in paragraph 2, only to the date of termination, which compensation shall be paid at the time and in the manner provided in paragraph 2.

6. Independent Contractor Status. It is understood that Contractor is an independent contractor, and is not an employee, agent, partner, affiliate or representative of United, and shall not hold himself out to the public as an employee, agent, partner, affiliate or representative of United. As such, Contractor is responsible, where necessary, to secure, at his

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sole cost, professional and general liability insurance, workers’ compensation insurance, disability benefits insurance, and any other insurance as may be required by law or by this Agreement except that United remains obligated to provide continued health care benefits to Executive under that certain Employment Agreement by and between Contractor, Virginia Commerce Bank, predecessor by merger to United, and Virginia Commerce Bancorp, Inc. dated March 1, 2012, which terminated by resignation of Peter A. Converse at the end of the day on             , 2014, (the “Employment Agreement”) and that certain Separation Agreement by and between Contractor and United dated             , 2014 (the “Separation Agreement”).

7. Tax Duties and Responsibilities. Contractor is solely responsible for the payment of all required taxes, whether federal, state or local in nature, including, but not limited to, payroll taxes, income taxes, social security taxes, federal unemployment compensation taxes, and any other fees, charges, licenses, or other payments required by law. United agrees to provide all information needed by Contractor to fulfill his tax obligations on a timely basis.

8. Business of Independent Contractor. Except as otherwise provided under the terms and conditions respecting confidentiality, non-competition and non-piracy of the Employment Agreement and which provisions respecting confidentiality, non-competition and non-piracy survive termination of the Employment Agreement as set forth therein, Contractor may engage in any business that he may choose, and is not required to devote all his energies exclusively for the benefit of United.

9. Supervision. Contractor shall not be subject to the provisions of any personnel handbook or the rules and regulations applicable to employees of United because Contractor shall fulfill his responsibilities independent of, and without supervisory control by United, provided, however, Contractor shall abide by and observe all rules relating to safety and security and all anti-discrimination and anti-harassment policies of United, whether now in existence or hereafter adopted.

10. Confidential Information. Contractor acknowledges that United may disclose certain confidential information to the Contractor during the term of this Agreement to enable him to perform his duties hereunder. Contractor hereby covenants and agrees that he will not, without the prior written consent of United, during the term of this Agreement or at any time

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thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of United or any subsidiary or affiliate thereof. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, United’s financial information, plans, or any other information of whatever nature in the possession or control of United which has not been published or disclosed to the general public, or which gives United an opportunity to obtain an advantage over competitors who do not know of or use it. Contractor further agrees that if this Agreement is terminated for any reason, he will leave with United and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of United.

The foregoing paragraph shall not be applicable if and to the extent Contractor is required to testify in a judicial or regulatory proceeding pursuant to an order of a judge or administrative law judge issued after Contractor and his legal counsel urge that the aforementioned confidentiality be preserved.

The foregoing covenants will not prohibit Contractor from disclosing confidential or other information to employees of United or any third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement.

11. Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Contractor:	Peter A. Converse 1201 North Nash Street, #502 Arlington, Virginia 22209
If to United:	United Bank Attn.: James J. Consagra, Jr. President & CEO 2071 Chain Bridge Road Suite 600 Vienna, Virginia 22182

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12. Separation from Service. In the event of a termination of this Agreement pursuant to paragraph 5, regardless of whether or not Contractor may continue thereafter to serve as a member of the Board of Directors of United or any affiliate, or to otherwise provide any services as an independent contractor for United or any affiliate, and regardless of whether or not Contractor shall thereby meet or fail to meet the definition of “Separation from Service” with regard to United or any affiliate, due to any such continued service as an independent contractor other than under this Agreement, this Agreement shall nevertheless terminate and in no event shall Contractor be entitled to any compensation under this Agreement for any period from or after such date of termination of this Agreement. “Separation from Service” means the good faith, complete expiration and termination of Contractor’s service, hereunder or otherwise as an independent contractor for United or any affiliate, including but not limited to as a member of the Board of Directors or otherwise, as the case may be, for any reason. In addition, the term “Separation from Service” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A which are incorporated herein by reference, but in all events, regardless of whether or not, upon termination of this Agreement under paragraph 5, Contractor has “Separated from Service” as a member of the Board of Directors of United or any affiliate, or otherwise as an independent contractor for United or any affiliate other than under this Agreement, no compensation shall be due under this Agreement for any period from and after termination of this Agreement under paragraph 5 of this Agreement.

13. Assignment. Neither party shall sell, assign or transfer this Agreement without the prior written consent of the other party.

14. Governing Law. This Agreement shall be subject to and governed by the laws of the Commonwealth of Virginia.

15. Severability. If any provision of this Agreement, or any portion of any provision hereof, is held to be invalid, illegal or unenforceable, all other provisions shall remain in force and effect as if such invalid, illegal or unenforceable provision or portion thereof had not been included herein. If any provision or portion of any provision of this Agreement is so broad as to be unenforceable, such provision or a portion thereof shall be interpreted to be only so broad as is enforceable.

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16. Waiver of Breach. No requirement of this Agreement may be waived except by a written document signed by the party adversely affected. A waiver of a breach of any provision of the Agreement by any party shall not be construed as a waiver of subsequent breaches of that provision.

17. Modification. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both parties.

18. Interpretation. Words importing the masculine, feminine or neutral gender shall include any other gender and shall, where applicable, include firms, corporations and other legal entities.

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties, provided, however, that the obligations respecting the payment of severance compensation and continued healthcare benefits and the covenants respecting confidentiality, non-competition and non-piracy of the Employment Agreement which terminated by resignation of Peter A. Converse at the end of the day on             , 2014 and the Separation Agreement, shall remain in effect and shall not be superseded by this Agreement.

20. Headings. The headings are inserted for convenience only and shall be considered when interpreting any of the provisions or terms hereof.

[Signature page follows this page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Contractor

UNITED BANK

By:

Its:

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of United Bankshares, Inc. on Forms S-8 (Nos. 333-24241, 333-106528, 333-138192 and 333-176658) and Form S-4 (No. 333-188919) of our report dated March 14, 2013 with respect to our audits of the consolidated financial statements of Virginia Commerce Bancorp, Inc. and subsidiaries and the effectiveness of internal control over financial reporting, which appear in the Annual Report on Form 10-K of Virginia Commerce Bancorp, Inc. for the year ended December 31, 2012.

/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia

February 3, 2014

EX-99.1

Exhibit 99.1

News Release

For Immediate Release	Contact: Steven E. Wilson
February 3, 2014	Chief Financial Officer
	(800) 445-1347 ext. 8704

United Bankshares, Inc. Completes Acquisition of

Virginia Commerce Bancorp, Inc., the Largest in Its History

WASHINGTON, DC and CHARLESTON, WV—United Bankshares, Inc. (NASDAQ: UBSI) announced that it has completed the acquisition of Arlington, Virginia-based Virginia Commerce Bancorp, Inc. (Virginia Commerce).

Peter A. Converse, President and Chief Executive Officer of Virginia Commerce commented, “This was a very busy weekend for all of us as we blended our offices, changed the signage, and prepared to conduct business as a new company. United and Virginia Commerce share the same core values, and we look forward to serving our customers under the United Bank banner.”

“We have been working diligently to make this a seamless transition for our new Virginia Commerce customers,” said James Consagra, Chief Executive Officer of the Virginia-based United Bank. “Our customers will be pleased to have a wider array of products and services in addition to more offices and ATM locations to access.” United Bank now has assets over $6.5 billion and a total of 70 offices, of which 46 are in the greater Washington D.C. market. In addition, Leonard Adler, Peter A. Converse, Norris E. Mitchell, and Todd A. Stottlemyer from Virginia Commerce will join the United Bank Board of Directors.

Richard M. Adams, Chairman and Chief Executive Officer of United Bankshares, Inc. stated, “We are pleased to welcome Virginia Commerce as the newest member of the United family. This acquisition significantly enhances the United footprint in the greater Washington D.C. market, making us the dominant independent community bank headquartered in the area.”

As a result of this merger, Peter A. Converse and W. Douglas Fisher from Virginia Commerce will join the United Bankshares Board of Directors as its newest members.

United Bankshares now has over $11.5 billion in assets with 133 full service offices in Virginia, West Virginia, Pennsylvania, Maryland, Ohio, and Washington, DC. United is one of only two banking companies in the nation to have increased its dividend to shareholders for 40 consecutive years. Based upon market capitalization, United is now ranked the 48^th largest banking company in the USA. United Bankshares stock is traded on the NASDAQ Global Select Market under the quotation symbol “UBSI”.