SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:

o        Preliminary Proxy Statement
o        Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ        Definitive Proxy Statement
o        Definitive Additional Materials
o        Soliciting Material under § 240.14a-12

UNITED BANKSHARES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

UNITED BANKSHARES, INC.
P. O. BOX 1508
UNITED SQUARE
FIFTH AND AVERY STREETS
PARKERSBURG, WEST VIRGINIA 26101

NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2009 Annual Meeting of Shareholders of UNITED BANKSHARES, INC. (“United”) will be held at The Blennerhassett Hotel, 320 Market Street, Parkersburg, West Virginia on Monday, May 18, 2009, at 4:00 p.m., local time, for the purpose of considering and voting upon the following matters:

     1. To elect fourteen (14) persons to serve as directors of United. The nominees selected by the current Board of Directors are listed in the accompanying Proxy Statement for this Annual Meeting.

     2. To ratify the selection of Ernst & Young LLP to act as the independent registered public accounting firm for 2009.

     3. To act upon any other business which may properly come before this Annual Meeting or any adjournment or adjournments thereof. The Board of Directors at present knows of no other business to come before this Annual Meeting.

     The close of business on March 30, 2009, has been fixed by the Board of Directors as the record date for determining the shareholders entitled to notice of and to vote at this Annual Meeting.

     WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE REGARDLESS OF YOUR PLANS TO ATTEND THIS MEETING. IF YOU DO ATTEND, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

     TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE PROXY TO VOTE THE SHARES REPRESENTED BY PROXY. IF YOU WISH TO CHOOSE SOME OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE NAME OF THE PERSON YOU SELECT.

By Order of the Board of Directors

Richard M. Adams
Chairman of the Board and
Chief Executive Officer

April 9, 2009

UNITED BANKSHARES, INC.
2009 PROXY STATEMENT

TABLE OF CONTENTS

		Page
PROXY STATEMENT		1
VOTING INFORMATION		1
PROPOSAL 1: ELECTION OF DIRECTORS		3
DIRECTORS WHOSE TERMS EXPIRE IN 2009 AND NOMINEES FOR DIRECTORS		5
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		7
GOVERNANCE OF THE COMPANY		9
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)		15
EXECUTIVE COMPENSATION		22
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION		38
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		39
AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		39
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF SHAREHOLDERS		41
FORM 10-K		42

		United Bankshares, Inc.
		United Square
		Fifth and Avery Streets
		Parkersburg, West Virginia 26101

PROXY STATEMENT

General Information

     These proxy materials are delivered in connection with the solicitation by the Board of Directors of United Bankshares, Inc. (“United,” the “Company,” “we,” or “us”), a West Virginia corporation, of proxies to be voted at our 2009 Annual Meeting of Shareholders and at any adjournment or postponement.

     You are invited to attend our Annual Meeting of Shareholders on May 18, 2009, beginning at 4:00 p.m. The Meeting will be held at The Blennerhassett Hotel, 320 Market Street, Parkersburg, West Virginia.

     This proxy statement, form of proxy and voting instructions are being mailed on or about April 9, 2009.

VOTING INFORMATION

Shareholders Entitled to Vote

     Holders of record of United common shares at the close of business on March 30, 2009, are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 43,398,783 common shares outstanding. Each common share is entitled to one vote on each matter properly brought before the Annual Meeting.

Proxies

     Shareholders of record may vote their proxies by mail, in person at the Annual Meeting, by telephone or by Internet.

     Proxies may be revoked at any time before they are exercised by (1) written notice to the Secretary of the Company, (2) timely delivery of a valid, later-dated proxy or (3) voting at the Annual Meeting.

     You may save us the expense of a second mailing by voting promptly. Choose one of the following voting methods to cast your vote.

Vote By Mail

     If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to us in the postage-paid envelope provided.

Vote By Telephone or Internet

     If you have telephone or Internet access, you may submit your proxy by following the instructions on the proxy card.

Vote at the Annual Meeting

     The method by which you vote now will in no way limit your right to vote at the Annual Meeting if you later decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

     All shares that have been properly voted and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Voting on Other Matters

     If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the enclosed form of proxy intend to exercise their discretionary authority in accordance with applicable federal and state laws and regulations to vote on those matters for you. On the date this proxy statement went to press, we do not know of any other matter to be raised at the Annual Meeting.

Required Vote and Cumulative Voting

     The presence, in person or by proxy, of the holders of a majority of the votes entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

     A plurality of the votes cast is required for the election of directors. Abstentions and broker “non-votes” are not counted for purposes of the election of directors.

     In the election of directors, shareholders cast one (1) vote for each nominee for each share held. However, every shareholder has the right of cumulative voting, in person or by proxy, in the election of directors. Cumulative voting gives each shareholder the right to aggregate all votes which he or she is entitled to cast in the election of directors and to cast all such votes for one candidate or distribute them among as many candidates and in such a manner as the shareholder desires.

     At our 2009 Annual Meeting, the number of directors to be elected is fourteen (14). Each shareholder has the right to cast fourteen (14) votes in the election of directors for each share of stock held on the record date. If you wish to exercise, by proxy, your right to cumulative voting in the election of directors, you must provide a proxy showing how your votes are to be distributed among one or more candidates. Unless contrary instructions are given by a shareholder who signs and returns a proxy, all votes for the election of directors represented by such proxy will be divided equally among the fourteen (14) nominees. If cumulative voting is invoked by any shareholder, the vote represented by the proxies delivered pursuant to this solicitation, which does not contain contrary instructions, may be cumulated at the discretion of the Board of Directors of United Bankshares, Inc. in order to elect to the Board of Directors the maximum nominees named in this proxy statement.

     With respect to other matters, including the ratification of the selection of Ernst & Young LLP to act as the independent registered public accounting firm for the fiscal year that began January 1, 2009, if a quorum exists, the affirmative vote of a majority of the votes cast is required for approval of such matters. In voting for these matters, shares may be voted “for” or “against” or “abstain”. In determining whether the proposal has received the requisite number of affirmative votes, abstentions and broker “non-votes” will be disregarded and have no effect on the outcome of the vote.

     On March 30, 2009, there were 43,398,783 shares of common stock outstanding that are held by approximately 6,606 shareholders of record and 21,600 shareholders in street name. The presence in person or proxy of a majority of the outstanding shares of United Bankshares, Inc. will constitute a quorum at the Meeting.

Cost of Proxy Solicitation

     We will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission, facsimile transmission or by telegram. Brokers, fiduciaries, custodians and other nominees have been requested to forward solicitation materials to the beneficial owners of the Company’s common stock. Upon request we will reimburse these entities for their reasonable expenses.

     In order to facilitate and expedite distribution of these proxy solicitation materials to brokers, fiduciaries, custodians, nominee holders and institutional investors, United has retained BNY Mellon Investor Services of Jersey City, New Jersey (“Mellon”). Pursuant to a retention letter dated January 22, 2009, Mellon will contact all broker and other nominee accounts identified on United’s shareholder mailing list in order to facilitate determination of the number of sets of proxy materials such accounts require for purposes of forwarding the same to the beneficial owners. Mellon will then assist in the delivery of proxy materials to these accounts for distribution. Mellon will also (i) assist in the distribution of proxy materials to institutional investors, and (ii) follow-up with any brokers, other nominee accounts and institutional investors, requesting return of proxies. United is not retaining Mellon to solicit proxies from registered holders or from non-objecting beneficial owners. Mellon’s fee for the above services is $6,500 plus reasonable disbursements that may include the broker search, printing, postage, courier charges, filing reports, data transmissions and other expenses approved by United.

Delivery of Proxy Materials

     To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are relying upon Securities and Exchange Commission (SEC) rules that permit us to deliver only one proxy statement and annual report to multiple shareholders who share an address unless we received contrary instructions from any shareholders at that address. If you share an address with another shareholder and have received only one proxy statement and annual report, you may write or call us as specified below to request a separate copy of these materials and we will promptly send them to you at no cost to you. For future meetings, if you hold shares directly registered in your own name, you may request separate copies of our proxy statement and annual report, or request that we send only one set of these materials to you if you are receiving multiple copies, by contacting us at: United Bankshares, Inc., Shareholder Relations Department, 514 Market Street, Parkersburg, WV 26102 or by telephoning us at (304) 424-8800.

List of Shareholders

     If a shareholder requests a list of shareholders entitled to vote at the 2009 Annual Meeting for purposes of soliciting the shareholders or sending a written communication to the shareholders, then the Company will either (i) provide the list to the requesting shareholder upon receipt of an affidavit of the requesting shareholder that he will not use the list for any purpose other than to solicit shareholders with respect to the 2009 Annual Meeting; or (ii) mail the requesting shareholder’s materials to the shareholders.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board of Directors consists of one class of fourteen (14) directors. Fourteen (14) directors will be elected at our 2009 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2010. The Company’s Bylaws provide that the number of directors shall be at least five (5) and no more than thirty-five (35) with the composition and number of nominees to be set at the discretion of the Board of Directors. For the

election of directors at the 2009 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at fourteen (14).

     The persons named in the enclosed proxy intend to vote the proxy for the election of each of the fourteen (14) nominees, unless you indicate on the proxy card that your vote should be withheld from any or all of such nominees. Each nominee elected as a director will continue in office until his successor has been elected or until his death, resignation or retirement.

     The Board of Directors has proposed the following nominees for election as directors with terms expiring in 2010 at the Annual Meeting: Richard M. Adams, Robert G. Astorg, W. Gaston Caperton, III, Lawrence K. Doll, Theodore J. Georgelas, F. T. Graff, Jr., John M. McMahon, J. Paul McNamara, G. Ogden Nutting, William C. Pitt, III, Donald L. Unger, Mary K. Weddle, Gary G. White and P. Clinton Winter, Jr. All of the nominees are directors standing for re-election except for Gary G. White. Mr. Gary White was appointed by the Board of Directors in September of 2008 to fill a vacancy on the Board of Directors.

     The Board of Directors recommends a vote “FOR” the election of each of these nominees for Director.

     We expect each nominee for election as a director to be able to serve if elected. To the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

     The principal occupation and certain other information about the nominees for director are set forth on the following pages.

DIRECTORS WHOSE TERMS EXPIRE IN 2009 AND NOMINEES FOR DIRECTORS

						Position, Principal Occupation,		Amount of Beneficial
Name and Age as of the						Business Experience and Directorships for		Ownership of Shares of
May 18, 2009 Meeting Date						the Last Five Years (d)		Common Stock and Options (c)
								Shares(a)				Options(b)				%
Richard M. Adams			62			Chairman and Chief Executive Officer of both United and United Bank (WV). Director of the Company since 1984.			624,642				198,000				1.89	%
Robert G. Astorg			65			CPA and Managing Principal of H&R Block Tax and Business Services. Director of the Company since 1991.			37,884				—				*
W. Gaston Caperton, III			69			President of The College Board. Director of Owens Corning and Prudential Financial, Inc. Chairman of the Caperton Group. Former Governor of State of West Virginia. Director of the Company since 1997.			25,483				—				*
Lawrence K. Doll			59			President of The Lawrence Doll Company and Lawrence Doll Homes LLC. Chairman of United Bank (VA). Director of the Company since 2004.			3,528				23,000				*
Theodore J. Georgelas			62			Managing Director of the Georgelas Group, LLC. Director of United Bank (VA). Former Chairman of the Board of United Bank (VA) and Sector Communications. Director of the Company since 1990.			56,564				—				*
F. T. Graff, Jr			70			Attorney and Managing Partner of Bowles Rice McDavid Graff & Love LLP. Director of the Company since 1984.			27,225				—				*
John M. McMahon			68			Chairman of the Board of Miller & Long Co., Inc. Director of United Bank (VA). Director of the Company since 1998.			300,000				—				*
J. Paul McNamara			60			Chairman of Potomac Capital Advisors. Former President and Chief Operating Officer of Sequoia Bancshares, Inc. Director of United Bank (VA). Former Vice Chairman of United Bank (VA). Director of the Company since 2003.			100,199				—				*
G. Ogden Nutting			73			Chairman of The Ogden Newspapers, Inc. Director of the Company since 1986.			654,656				—				1.51	%

DIRECTORS WHOSE TERMS EXPIRE IN 2009 AND NOMINEES FOR DIRECTORS

						Position, Principal Occupation,		Amount of Beneficial
Name and Age as of the						Business Experience and Directorships for		Ownership of Shares of
May 18, 2009 Meeting Date						the Last Five Years (d)		Common Stock and Options (c)
								Shares(a)				Options(b)				%
William C. Pitt, III			64			Hotel and Resort Developer. Director of the Company since 1987.			4,450				—				*
Donald L. Unger			67			President and Chief Executive Officer of the Shenandoah Valley region of United Bank (VA). Former President and Chief Executive Officer of Premier Community Bankshares, Inc. Former Chairman, President and Chief Executive Officer of Marathon Bank. Director of the Company since 2007.			42,159				—				*
Mary K. Weddle			59			CPA and Executive Vice President of Long & Foster Real Estate, Inc. Director of United Bank (VA). Director of the Company since 2004.			5,598				—				*
Gary G. White			59			President and Chief Executive Officer of International Resource Partners LP. Former President and Chief Executive Officer of International Industries, Inc. Former President and Chief Executive Officer of the West Virginia Coal Association. Director of the Company since September of 2008.			33,500				—				*
P. Clinton Winter, Jr			61			President of Bray & Oakley Insurance Agency, Inc. Director of the Company since 1996.			502,585				—				1.16	%
All Directors, Nominees and Executive Officers as a Group (19 persons)									5,227,142				549,602				13.14	%

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Directors and Named Executive Officers

     As of March 10, 2009, directors of the Company and nominees owned beneficially, directly or indirectly, the number of shares of common stock indicated in the preceding table.

     The Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers constitute the named executive officers of the Company. The following table sets forth certain information regarding the named executive officers’ beneficial ownership of common stock of United as of March 10, 2009:

						Shares of Common
						Stock of the Company
						Beneficially Owned (1)
Title of Class		Name of Officer				Number of Shares				Percent of Class
Common Stock		Richard M. Adams					822,642				1.89	%
Common Stock		Steven E. Wilson					207,019				0.48	%
Common Stock		James B. Hayhurst, Jr.					125,582				0.29	%
Common Stock		James J. Consagra, Jr.					78,130				0.18	%
Common Stock		Richard M. Adams, Jr.					82,409				0.19	%

     All directors, nominees and executive officers as a group beneficially owned 5,776,744 shares or 13.14% of the Company’s common stock.

Principal Shareholders of United

     The following table lists each shareholder of United who is the beneficial owner of more than 5% of United’s common stock, the only class of stock outstanding, as of March 10, 2009. For purposes of this determination, the number of shares of United’s common stock beneficially owned by any person or persons is calculated as a percentage of the total number of shares of United’s common stock issued and outstanding as of March 10, 2009 plus the number of shares of United’s common stock that may be acquired by such person within sixty (60) days of that date through the exercise of stock options pursuant to United’s Stock Option Plans.

				Amount and Nature of		Percent of
Title of Class		Name and Address of Beneficial Owner		Beneficial Ownership		Class
Common Stock		United Bank (WV) Trust Department 514 Market Street, Parkersburg, WV 26101 (2,628,779 shares or 6.06% are registered under the nominee name of Parbanc Co.)		2,628,779 (1)		6.06% (1)
Common Stock		Barclays Global Investors, NA 45 Fremont Street, San Francisco, CA 94105		3,897,098 (2)		8.98% (2)

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than ten percent of our common stock to file reports of holdings and transactions in United shares with the Securities and Exchange Commission (“SEC”). To our knowledge, based solely on our review of the copies of such reports furnished and written representations, no person required to file such reports during 2008 failed to file such reports on a timely basis or failed to file a report except for Robert G. Astorg, F.T. Graff, Jr., and William C. Pitt, III. Mr. Astorg did not timely file four reports involving five transactions during the year. Mr. Graff did not timely file one report involving one transaction during the year. Mr. Pitt did not timely file four reports involving five transactions that occurred in prior years.

Related Shareholder Matters

     The following table discloses the number of outstanding options granted by United to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans, as of March 10, 2009. The table provides this information for equity compensation plans that have and have not been approved by shareholders.

										Number of securities
		Number of Securities to				Weighted-average				remaining available for
		be issued upon exercise				exercise price of				future issuance under
Plan Category		of outstanding options				outstanding options				equity compensation plans
Equity Compensation Plans approved by Shareholders			1,450,337			$	30.69				1,245,450
Equity Compensation Plans not approved by Shareholders (1)			—				—				—
Total			1,450,337			$	30.69				1,245,450

GOVERNANCE OF THE COMPANY

Board and Committee Membership

     The committee descriptions and membership set forth below are those applicable as of the mailing date of this proxy statement.

     During 2008, the Board of Directors met seven (7) times. The Board of Directors of the Company has four (4) standing committees: The Executive Committee, Audit Committee, Compensation Committee, and Governance and Nominating Committee. During 2008, each director attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and all committees of the Board on which he or she served except for Mr. Theodore J. Georgelas and Mr. W. Gaston Caperton, III. Although there is no formal written policy, attendance at the annual meeting by directors is expected. Thirteen of the sixteen directors attended the 2008 Annual Meeting. The Company’s independent directors held two (2) meetings during 2008.

Independence of Directors

     The Governance and Nominating Committee of the Board of Directors annually reviews the relationships of each member of the Board of Directors to determine whether each director is independent. This determination is based on both subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules. The determination made by the Governance and Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors to affirmatively determine whether each director has any relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

     The Governance and Nominating Committee met on January 26, 2009, to determine the independence of the current members of the Board of Directors. At the meeting, the Governance and Nominating Committee reviewed the directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest, as well as information provided by management related to transactions, relationships, or arrangements between the Company and the directors or parties related to the directors.

     Based on the subjective and objective criteria developed by the NASDAQ listing standards and the SEC rules, the Governance and Nominating Committee determined that the following current members of the Board of Directors are independent: Robert G. Astorg, W. Gaston Caperton, III, Theodore J. Georgelas, F. T. Graff, Jr., John M. McMahon, G. Ogden Nutting, William C. Pitt, III, Mary K. Weddle, Gary G. White and P. Clinton Winter, Jr. In addition, Thomas J. Blair, III and Russell L. Isaacs, members of the Board who retired in May of 2008, were also independent.

     The NASDAQ listing standards contain additional requirements for members of the Compensation Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors serving on each of these committees are independent under the additional requirements applicable to such committees.

     The Governance and Nominating Committee also considered the following relationships in evaluating the independence of the Company’s independent directors and determined that none of the relationships constitute a material relationship with the Company.

     • United’s subsidiaries provided lending and/or other financial services to certain members of the Company’s Board of Directors, their immediate family members, and/or their affiliated organizations during 2008 in the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfied the standards for independence.

     • Bowles Rice McDavid Graff & Love LLP, an entity affiliated with F. T. Graff, Jr., provided legal services to the Company and received payments from the Company for such services during 2008. These payments did not exceed 5% of the Company’s or Bowles Rice McDavid Graff & Love LLP’s consolidated revenues for 2008, and therefore, the relationship satisfied the standards for independence.

     • H&R Block Tax Business Services, an entity affiliated with Robert Astorg, provided tax services to the trusts and estates that have named United’s trust department as the trustee or the executor. H&R Block Tax Business Services received payments from the individual trusts and estates and not from the Company or its subsidiaries and therefore the relationship satisfied the standards for independence.

     • United Bank (WV) leases a drive-in facility from The Ogden Newspapers, Inc. of which G. Ogden Nutting is the Chairman. The lease payments did not exceed 5% of the Company’s or The Ogden Newspapers’ consolidated revenues for 2008, and therefore, the relationship satisfied the standards for independence.

     The Governance and Nominating Committee determined that the following current members of the Board of Directors are not independent: Richard M. Adams, Lawrence K. Doll, J. Paul McNamara and Donald L. Unger. Messrs. Adams, Doll, McNamara and Unger are not independent because these directors are currently employed or have been employed by the Company within the last three years. I. N. Smith, Jr., who retired from the Board in May of 2008, was also determined to be not independent because Mr. Smith was employed by the Company within the last three years.

     The Board of Directors reviewed and approved the determinations made by the Governance and Nominating Committee.

The Executive Committee

     The Executive Committee is comprised of seven (7) directors, Richard M. Adams, Chairman, W. Gaston Caperton, III, Lawrence K. Doll, F. T. Graff, Jr., John M. McMahon, G. Ogden Nutting, and P. Clinton Winter, Jr. Until May of 2008, Russell L. Isaacs served on the Executive Committee. The Executive Committee exercises all the authority of the Board of Directors whenever the Board of Directors is not meeting unless prohibited by law or under the provisions of the articles of incorporation or bylaws of the Corporation. The Board of Directors has specifically empowered the Executive Committee to investigate mergers and acquisitions by marshaling necessary information and data to evaluate the advisability of mergers and acquisitions and to report their findings to the Board of Directors. The Board of Directors may accept, ratify, approve, amend, modify, repeal or change the actions of the Executive Committee. During 2008, the Executive Committee met
three (3) times.

The Audit Committee

     The Audit Committee has the primary responsibility to review and evaluate significant matters relating to audit, internal control and compliance. It reviews, with representatives of the independent registered public accounting firm, the scope and results of the audit of the financial statements, audit fees and any recommendations with respect to internal controls and financial matters. The United Bankshares, Inc. Board of Directors’ Audit Committee Charter, as approved by the Board of Directors, governs the Audit Committee and is available on the corporate website under Policies at “www.ubsi-inc.com”. Members of this committee are Robert G. Astorg, Chairman, William C. Pitt, III, Mary K. Weddle and P. Clinton Winter, Jr. Until May of 2008, Russell L. Isaacs served on the Audit Committee. The Audit Committee met four (4) times during 2008. All members of the Audit

Committee are independent directors as independence is defined in the NASDAQ listing standards and the SEC rules.

Audit Committee Financial Expert

     The Board of Directors has determined that all audit committee members are financially literate under the NASDAQ listing standards. The Board also determined that Robert G. Astorg and Mary K. Weddle each qualify as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. All of the audit committee financial experts are independent as independence is defined in the NASDAQ listing standards and the SEC rules.

The Compensation Committee

     The Compensation Committee recommends executive officer and director compensation to the Board of Directors. The Compensation Committee is composed solely of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are P. Clinton Winter, Jr., Chairman, W. Gaston Caperton, III, John M. McMahon, and G. Ogden Nutting. Until May of 2008, Russell L. Isaacs served as Chairman of the Compensation Committee. The Compensation Committee met two (2) times during the year. The Compensation Committee is governed by the Compensation Committee charter which is available on the corporate website under Policies at “www.ubsi-inc.com”.

     The Compensation Committee’s primary processes and procedures for consideration and determination of executive compensation can be found in the Compensation Discussion and Analysis section under the headings “Role of Executive Officers in Compensation Decisions” and “Overview of Compensation Program.”

     The Compensation Committee is also responsible for evaluating the compensation of our directors and recommending changes for consideration by the independent directors of the board when appropriate. The Compensation Committee uses peer group information when evaluating the compensation of our directors. Compensation for our directors who served on United’s Board of Directors in 2008 can be found in the Director Compensation table on page 35.

The Governance and Nominating Committee

     The purposes of the Governance and Nominating Committee are to evaluate and recommend candidates for election as directors, make recommendations concerning the size and composition of the Board of Directors, develop and implement United’s corporate governance policies, approve annual director nominees for and any subsequent changes in the subsidiary banks’ boards, develop specific criteria for director independence, and assess the effectiveness of the Board of Directors.

     Nominations to the Board of Directors by a shareholder may be made only if such nominations are made in accordance with the procedures set forth in Article II, Section 5 of the Restated Bylaws of United, which section is set forth in full below:

Section 5. Nomination of directors. Directors shall be nominated by the Board prior to the giving of notice of any meeting of shareholders wherein directors are to be elected. Additional nominations of directors may be made by any shareholder; provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman or President no later than ten (10) days from the date the notice of the meeting of shareholders was mailed; however, in the event that notice is mailed less than thirteen (13) days prior to the meeting, such nomination or nominations must be received no later than three (3) days prior to any meeting of the shareholders wherein directors are to be elected.

     In identifying nominees and evaluating and determining whether to nominate a candidate for a position on United’s Board, the Committee considers the criteria outlined in United’s corporate governance policy, which include the independence of the proposed nominee, diversity, age, skills and experience in the context of the needs of the Board. United regularly assesses the size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Committee from current Board members, shareholders, professional search firms, officers or other persons. The Committee will consider and review all candidates in the same manner regardless of the source of the recommendation.

     The Governance and Nominating Committee is composed of independent directors as independence is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are G. Ogden Nutting, Chairman, W. Gaston Caperton, III, John M. McMahon, and P. Clinton Winter, Jr. The Governance and Nominating Committee met one (1) time during 2008. The charter for this committee is available on the corporate website under Policies at “www.ubsi-inc.com”.

Related Party Transactions

     Policies and Procedures. The Board of Directors has adopted a written policy and procedure for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate families, or shareholders owning five percent or greater of the Company’s outstanding stock). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

     Related person transactions must be approved by the Audit Committee of the Board (the “Committee”). At each calendar year’s first regularly scheduled Committee meeting, management recommends Related Person Transactions to be entered into by the Company for that calendar year, including the proposed aggregate value of such transactions if applicable. After review, the Committee approves or disapproves such transactions and at each subsequently scheduled meeting, management will update the Committee as to any material change to proposed transactions.

     The Committee will consider all of the relevant facts and circumstances available to the Committee, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third persons and whether the transaction violates any requirements of the Company’s financing agreements.

     In the event management recommends any further related person transactions subsequent to the first calendar year meeting, such transactions may be presented to the Committee for approval or preliminarily entered into by management subject to ratification by the Committee; provided that if ratification shall not be forthcoming, management will make all reasonable efforts to cancel or annul such transaction.

     The Related Party Transaction Policy was adopted in January, 2007. All related party transactions since January 1, 2008, which were required to be reported in this proxy statement were approved by the Committee in accordance with the policy.

     Description of Related Person Transactions. United’s subsidiaries have had, and expect to have in the future, banking transactions with United and with its officers, directors, principal shareholders, or their interests (entities in which they have more than a 10% interest). The transactions, which at times involved loans in excess of $120,000, were in the ordinary course of business, were made on substantially the same terms, including interest rates, collateral and repayment terms as those prevailing at the time for comparable transactions with persons not related to United and did not involve more than the normal risk of collectibility or present other unfavorable features. United’s subsidiary banks are subject to federal statutes and regulations governing loans to officers and directors and

loans extended to officers and directors are in compliance with such laws and are exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

     In addition to the normal banking transactions described above, United Bank (WV) leases office space in its main Charleston branch from the Kanawha-Roxalana Company pursuant to a written lease agreement originally dated October 1, 1992, and amended on August 7, 2002 (the “United Center Lease”). The Kanawha-Roxalana Company is a shareholder of United, and the voting and investment authority for its shares are beneficially owned by its President and Chief Executive Officer, I. N. Smith, Jr., who retired from United’s Board of Directors on May 19, 2008. The United Center Lease provided for an initial term of ten (10) years that commenced on October 1, 2002, and was extended for another ten (10) years with the amendment. The expiration date of the term of the lease is September 30, 2012. The United Center Lease provides for United Bank (WV) to pay a monthly base rent, which is based on square footage of the rentable areas, and additional monthly rent at a fixed monthly rate. Additionally, the United Center Lease provides for United Bank (WV) to pay its share of operating costs. On September 1, 2008, United Bank (WV) leased additional office space within this branch under the existing terms of the United Center Lease. Management believes the United Center Lease is on terms comparable to market terms for similar rental space in Charleston, West Virginia. During 2008, United paid rent expense of approximately $885,000 under the United Center Lease.

     In addition, United Bank (WV) leases land for one of its other Charleston branches from the Kanawha-Roxalana Company pursuant to a written lease agreement dated November 28, 2001 (the “Kanawha City Lease”). As previously mentioned, the Kanawha-Roxalana Company is a shareholder of United, and the voting and investment authority for its shares are beneficially owned by its President and Chief Executive Officer, I. N. Smith, Jr., who retired from United’s Board of Directors on May 19, 2008. The Kanawha City Lease provides for an initial term of twenty-five (25) years that commenced on December 1, 2001, with five (5) additional five (5) year renewal options after expiration of the initial twenty-five (25) year term. The Kanawha City Lease provides for the base rent to be paid by United Bank (WV) to be adjusted on December 1, 2006, and every five (5) years thereafter following the commencement and any renewal option properly exercised by United Bank (WV). The adjusted amount of rent shall be calculated based on changes in the Consumer Price Index of the United States Bureau of Labor Statistics. Additionally, the Kanawha City Lease provides an option for United Bank (WV) to purchase the property after the expiration of the initial twenty-five year (25) term at a purchase price equal to the average of three separate appraisals. Upon the expiration of the Kanawha City Lease for any cause, all improvements and structures shall become the property of the Kanawha-Roxalana Company. Management believes the Kanawha City Lease is on terms comparable to market terms for similar rental space in Charleston, West Virginia. During 2008, United paid rent expense of approximately $45,000 under the Kanawha City Lease.

     F. T. Graff, Jr., a member of the Board of Directors of United, is a partner in the law firm of Bowles Rice McDavid Graff & Love LLP in Charleston, West Virginia. Bowles Rice McDavid Graff & Love LLP rendered legal services to United during 2008, and it is expected that the firm will continue to render certain services in the future. The fees paid to Bowles Rice McDavid Graff & Love LLP in 2008 were $798,000, which represented less than 5% of that firm’s revenues for the year 2008. The legal fees paid to Bowles Rice McDavid Graff & Love LLP were the ordinary and customary fees for such legal services. As partner of the law firm of Bowles Rice McDavid Graff & Love LLP, Mr. Graff’s interest in the fees paid by United in 2008 was approximately $17,000. This amount was calculated based on Mr. Graff’s percentage of net income of Bowles Rice McDavid Graff & Love LLP, and was computed without regard to the amount of profit or loss.

Executive Officers

     Set forth below are the executive officers of United and relations that exist with affiliates and others for the past five years.

								Principal Occupation and
								Banking Experience During
Name		Age				Present Position		the Last Five Years
Richard M. Adams			62			Chairman of the Board & Chief Executive Officer since 1984 — United; Chairman of the Board & Chief Executive Officer — United Bank (WV), a subsidiary of United		Chairman of the Board & Chief Executive Officer — United; Chairman of the Board & Chief Executive Officer — United Bank (WV)
Richard M. Adams, Jr.			40			Executive Vice-President since 2000 — United; President — United Bank (WV), a subsidiary of United		Executive Vice-President — United; President — United Bank (WV); Executive Vice- President — United Bank (WV); Senior Vice- President — United Bank (WV); President — United Brokerage Services, Inc.
James J. Consagra, Jr.			48			Executive Vice-President since 1999 — United; President & Chief Executive Officer — United Bank (VA), a subsidiary of United		Executive Vice-President — United; President & Chief Executive Officer — United Bank (VA); Executive Vice-President & Chief Financial Officer — United Bank (VA)
James B. Hayhurst, Jr.			62			Executive Vice-President since 1986 — United; Executive Vice-President — United Bank (WV), a subsidiary of United		Executive Vice-President — United; Executive Vice-President — United Bank (WV)
Joe L. Wilson			61			Executive Vice-President since 1986 — United; Executive Vice-President — United Bank (WV), a subsidiary of United		Executive Vice-President — United; Executive Vice-President — United Bank (WV)
Steven E. Wilson			60			Executive Vice-President since 1986, Chief Financial Officer, & Treasurer since 1989 — United; Secretary since 1999 — United; Executive Vice-President, Chief Financial Officer, Treasurer & Secretary — United Bank (WV), a subsidiary of United		Executive Vice-President, Chief Financial Officer, Treasurer & Secretary — United; Executive Vice-President, Chief Financial Officer, Treasurer & Secretary — United Bank (WV)

Family Relationships

     Richard M. Adams and Richard M. Adams, Jr. are father and son.

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Philosophy of Compensation Program

     The Company’s philosophy is to ensure that the total compensation paid to all of its employees is fair, reasonable, competitive, and aligned with the best interests of our shareholders. United’s Compensation Committee (the “Committee”), comprised entirely of independent directors, administers United’s executive compensation program consistent with the Company’s compensation philosophy. All elements of compensation for the Company’s executive officers as well as all of its employees are determined by competitive practices from marketplace data. For example, base salaries fall within salary ranges formulated from competitive salary information for like positions in like financial institutions. This information is developed from salary surveys as well as other peer group information. This compensation data is verified from time to time by outside consultants.

     The Company strives to link closely executive and nonexecutive compensation with the achievement of annual financial and non-financial performance goals. Compensation is based upon corporate performance, business unit performance, individual performance and an individual’s level of responsibility. In general, the higher the level of responsibility, the greater the emphasis on corporate performance. It is the Company’s practice to provide a mix of cash, equity-based compensation and other non-cash compensation that it believes balances the best interests of the Company’s employees and the Company’s shareholders.

     United’s compensation practices specifically related to its executive offices are presented in more detail in the following discussion and analysis.

Role of Executive Officers in Compensation Decisions

     As provided in its charter, the Committee has the authority to determine all compensation components for the named executive officers and to approve equity awards to other executive officers of the Company. The Committee met in November 2008 to review the results of an Executive Compensation Survey completed and presented by Aon Consulting. In January 2009, the Committee met to act on compensation issues for the named executive officers.

Overview of Compensation Program

     The Company’s executive compensation program is designed to:

	•		retain executive officers by paying them competitively, motivate them to contribute to the Company’s success, and reward them for their performance;
	•		link a substantial part of each executive officer’s compensation to the performance of both the Company and the individual executive officer; and
	•		encourage ownership of Company common stock by executive officers.

     2008 Executive Compensation Components

     For the fiscal year ended December 31, 2008, the principal components of compensation for named executive officers were:

	•		salary;
	•		annual incentive compensation;
	•		long-term incentive equity based compensation; and
	•		retirement and other benefits.

     Role of Consultants, Peer Group, Surveys and Benchmarking

     The Company uses salary surveys and peer group information when evaluating the compensation of our executive officers. Periodically, the Committee retains the services of nationally recognized compensation consulting firms to provide independent advice on compensation matters and to review the Company’s compensation program for all executive officers. In 2005 the Committee retained Aon Consulting, Inc., (“Aon”) to conduct an evaluation of the Company’s executive compensation program. During 2008, the Committee again retained the services of Aon to complete a comprehensive evaluation of the Company’s executive compensation program. Aon took its direction from and provided its report to the Committee. In its report, Aon consulting concluded that overall for the top executive group relative to 50^th percentile expected values from the peer group data base, salaries and total cash compensation were at the low end of the broad competitive range. In addition, relative to the 50^th percentile of published survey data, the CEO’s base salary was within the competitive range, but below the 50^th percentile (median), while total cash compensation and total direct compensation were below the broad competitive range. The Committee did not use the 2008 Aon report for purposes of benchmarking, but rather as a general reference for the purpose of comparing the Company’s executive compensation program to that of other companies within the industry.

     In determining executive compensation for 2008, the Committee used a peer group similar to the peer group used by Aon in its 2008 report. The peer group consisted of banking companies operating in the United States in the same lines of business as United and of similar size (the “Peer Group”). These companies represented diversified markets and fell within a market capitalization range of $1.0 billion to $2.0 billion when the peer group was developed. At December 31, 2007, United’s market capitalization was $1.21 billion. Several peers fell below the $1 million level in 2008. Based upon the Committee’s desire to maintain peer consistency, these peers remained. The Peer Group may change from year to year as a result of consolidation in the industry or size of a member of the Peer Group. The Peer Group consists of:

	•		Citizens Republic Bancorp (Michigan)
	•		First Midwest Bancorp (Illinois)
	•		FirstMerit Corp (Ohio)
	•		Provident Bankshares (Maryland)
	•		Susquehanna Bancshares (Pennsylvania)
	•		Trustmark Corp (Mississippi)
	•		Umpqua Holdings (Oregon)
	•		United Community Banks (Georgia)

     The Committee considered compensation information for the Peer Group gathered from documents filed with the Securities and Exchange Commission and publicly available executive compensation surveys.

     The Committee also reviewed a summary compensation table which provides an overview of total compensation for each named executive officer. The summary compensation table includes the value of each component of compensation including base salary, annual incentive bonus, stock option awards, change in pension benefit value, change in non-qualified deferred compensation earnings and other compensation. The Committee reviews the compensation table on an annual basis.

     Salaries

     The first element of the executive compensation program is salaries. Salaries of the named executive officers are reviewed on an annual basis. In recent years, the Committee has been directing a shift in the mix of the Company’s executive compensation toward incentive compensation. This strategy is intended to increase the performance orientation of the Company’s executive compensation, and the Committee continued this emphasis in 2008. In setting the base salary for the Chief Executive Officer, and in reviewing and approving the salaries for the other named executive officers, the Committee first reviews the history of and the proposals for the compensation for

each individual, including cash and equity-based components. In setting the salaries of the executive officers, the Committee considers salaries paid by the Peer Group to executive officers holding equivalent positions, information contained in the Aon Consulting Executive Compensation Report, corporate performance, business unit performance, individual performance and an individual’s level of responsibility.

     Based on the competitive salary data described above, the Company established a competitive midpoint for a salary range which is used as a guideline to determine the executive officer’s base salary for the following year. For 2008, the Committee increased base salaries for James J. Consagra, Jr., James B. Hayhurst, Jr., and Richard M. Adams, Jr., as reflected in the Summary Compensation Table on page 22. For 2009, the Company decided not to increase the base salaries for the named executive officers. The Company based its decision on the uncertain economic and earnings outlook for 2009 and the need to control expenses for the year.

     Annual Incentive Compensation

     The second element of the executive compensation program is annual incentive compensation. The purpose of the Company’s annual incentive compensation is to motivate and reward executives for their contributions to the Company’s performance by making a large portion of their cash compensation variable and dependent upon the Company’s performance. The Committee annually adopts a plan for cash incentive awards. In determining the potential maximum annual incentive compensation to which an executive officer may be entitled, the Company uses a percentage of the base salary as a guideline to determine maximum annual incentive compensation. These percentages are based mainly on recommendations from the Aon Consulting study referred to above, cash incentive awards paid by the Peer Group to executive officers holding equivalent positions and published compensation survey data.

     This percentage is reviewed and established by the Committee each year and is based on a composite rating of several factors, including the following corporate and individual goals:

	•		earnings: earnings per share (EPS) growth to $2.38 and outperform return on average assets (ROA) compared to the Peer Group
	•		stock: outperform total shareholder returns from 1990, 2000 and the current year compared to the NASDAQ Index, the Peer Group, and potential acquirors
	•		dividend: increase the dividend over the previous year
	•		franchise value: interest of potential acquirors in United
	•		unit performance: subsidiary banks of United meeting profit, loan, and deposit targets; and
	•		other: individual objectives including risk management.

     The composite rating components used to achieve awarded percentages of the potential incentive payments were as follows:

						James J.												James B.
		Richard M.				Consagra,				Steven E.				Richard M.				Hayhurst,
		Adams				Jr.				Wilson				Adams, Jr				Jr.
		Point				Point				Point				Point				Point
		Value				Value				Value				Value				Value
COMPONENTS		(%)				(%)				(%)				(%)				(%)
Earnings			30	%			15	%			15	%			15	%			15	%
Stock			30	%			15	%			15	%			15	%			15	%
Dividend			10	%			5	%			5	%			5	%			5	%
Franchise Value			10	%			—				—				—				—
Unit Performance			—				45	%			45	%			45	%			45	%
Other			20	%			20	%			20	%			20	%			20	%
Total Point Value			100	%			100	%			100	%			100	%			100	%

     The financial and individual performance measures for each of the named executive officers are weighted based upon the executive officer’s area of responsibility and his ability to influence or affect the results in the designated areas. Company and individual performance measures were communicated to each named executive officer. These performance objectives are aggressive and dependent on factors the Company has control over, as well as factors over which the Company has no control. In order to attain the maximum annual incentive amount, all Company and individual performance goals must be substantially met. Even with strong performance, the maximum level of incentive compensation is difficult to attain.

     Potential and actual incentive payments to the named executive officers for 2008 were as follows:

		Incentive Potential as				Awarded %
		% of Base Salary				of Potential
Name/Position		$ Incentive Potential				$ Awarded
Richard M. Adams			75	%			35	%
Chief Executive Officer		$	487,500			$	170,625
James J. Consagra, Jr.			55	%			35	%
Executive Vice President		$	145,750			$	51,012
Steven E. Wilson Executive Vice President, Chief Financial		$	55 141,540	%		$	15 21,231	%
Officer, Secretary and Treasurer
Richard M. Adams, Jr.			55	%			32.5	%
Executive Vice President		$	123,750			$	40,218
James B. Hayhurst, Jr.			55	%			20	%
Executive Vice President		$	123,750			$	24,750

     In 2008, the amount of the incentive payment was less than the full amount for which each of the named executives was eligible. The Committee’s decision to award incentive payments to the named executive officers was based primarily on: Earnings: the Company’s strong earnings performance of 1.09% return on assets which outperformed the Peer Group; Stock: outperformed total shareholder returns from 1990, 2000 and 2008 compared to the NASDAQ Index, the Peer Group and potential acquirors, and increased the stock price 19% for the year 2008; Dividend: increased the dividend for the 35^th consecutive year; and Franchise Value: interest of potential acquirors as United is now the largest independent banking franchise remaining in the nation’s capital MSA as a result of the acquisition of Chevy Chase. In addition, the Company’s performance compared very favorably to the industry and other regional bank holding company peers. For the Company’s Chief Executive Officer, the Committee’s decision to award less than the full incentive amount was based primarily on the less than expected earnings per share performance of the Company which was targeted to be $2.38. For the other named executive officers, the Committee’s decision to award less than the full incentive amounts was based primarily on the less than expected earnings per share performance of the Company which was targeted to be $2.38, and the individual’s unit performance of the subsidiary banks which did not meet the profit, loan, and deposit targets.

     Long-Term Incentive Compensation

     The third element of the executive compensation program is long-term incentive compensation. The main component of the long-term incentive compensation program is the United Bankshares, Inc. 2006 Stock Option Plan (the “2006 Stock Option Plan”). In January 2006, the Committee retained Towers Perrin to provide data and recommendations related to the design of the 2006 Stock Option Plan. The Committee recommended and the Company’s stockholders approved the 2006 Stock Option Plan at the Annual Meeting on May 15, 2006. The purpose of the 2006 Stock Option Plan is to reward and retain officers in a manner that best aligns officers’ interests with stockholders’ interests. Under this plan, the Company may award options for up to 1,500,000 shares of the Company’s common stock over the 5-year term of the plan to qualified officers of the Company and its subsidiaries. Any options granted by the Company will have an exercise price equal to the fair market value of the Company’s stock based on the closing stock price of the Company’s common stock as of the date of grant. The Company’s practice is to grant option awards as of the date approved by the Committee at its November meeting. The Company has never granted an option priced on a date other than the grant date. These stock options will have value only if the market price of the common stock increases after the grant date. Options granted under the plan vest according to a schedule designated at the grant date.

     Annual stock option grants for executive officers are a key element of market-competitive total compensation. The Committee approves annual stock option grants for the executive officers based on various factors including level of responsibility within the organization, contributions made to the success of the organization over the past year, compensation peer group data, a review of available published data on senior management compensation, and information contained in the Aon executive compensation study.

     The Committee decided not to grant stock options to the executive officers in 2008 based upon the uncertain economic and earnings outlook for 2009 and the need to control expenses for the year.

     Perquisites and Other Personal Benefits

     Generally, the Company provides modest perquisites or personal benefits, and only with respect to benefits or services that are designed to assist a named executive officer in being productive and focused on his or her duties, and which management and the Committee believe are reasonable and consistent with the Company’s overall compensation program. Management and the Committee periodically review the levels of perquisites or personal benefits provided to the named executive officers.

     Retirement and Other Benefits

     United has a defined benefit retirement plan covering substantially all employees hired prior to October 1, 2007. Employees who meet the minimum age requirement, work at least 1,000 hours per year, and were hired prior to October 1, 2007, are covered under the UBSI Defined Benefit Pension Plan (the “Plan”). The cost of the Plan is fully funded by the Company. Employees hired or rehired on or after October 1, 2007, are not eligible to participate in this Plan. The Plan benefit is based on years of service and average salary. Maximum salary levels are set each year based on Internal Revenue Service regulations, and are generally less than the average salary of the named executive officers. These maximum levels limit the qualified pension benefit payout available to named executive officers’ percentage of current base pay.

     To provide funding for the shortfall in qualified pension plan benefit, United provides Supplemental Executive Retirement Plan (“SERP”) agreements to the named executive officers. Accordingly, to the extent the named executive officer’s annual retirement income exceeds the limitations imposed by the Internal Revenue Service, the excess benefits may be paid from the Company’s SERP. In 2003, the Company retained Clark/Bardes to implement the Company’s Supplemental Retirement Program and to determine its reasonableness and competitiveness in the market place. SERP agreements are generally provided to executives in the banking industry, and the Company considers them a necessary element of a competitive compensation package.

     Employment Agreements

     None of the named executive officers other than the Company’s Chief Executive Officer, Mr. Adams, have an employment agreement with the Company. See the description of Mr. Adams’ Employment Agreement under the heading “Employment Contracts of Named Executive Officers” on page 24.

     In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the term of Mr. Adams’ Employment Agreement, the Company considered the following factors: the Company’s consistent long-term success in attaining its performance goals under Mr. Adams’ leadership; Mr. Adams’ 40 years of service to the Company; and the growth of the Company from a single office $100 million bank to an $8.0 billion regional bank holding company during Mr. Adams’ 33-year tenure as Chief Executive Officer creating substantial long-term returns to the Company’s shareholders.

     Termination and Change of Control

     The Company has entered into change of control agreements with the named executive officers. The Change of Control Agreements are designed to promote stability and continuity of senior management. Information regarding applicable payments under such agreements for the named executive officers is provided under the heading “Potential Payments upon Termination or Change of Control” on page 29.

     Non-Qualified Deferred Compensation

     The named executive officers, in addition to certain other executives, are entitled to participate in the Company’s Non-Qualified Retirement and Savings Plan. Under the Non-Qualified Retirement and Savings Plan, eligible employees can defer up to 100% of earnings in excess of the limits prescribed by the Internal Revenue Service. The Company does not match or supplement executive contributions to this plan. The Non-Qualified Retirement and Savings Plan is discussed in further detail under the heading “Non-Qualified Deferred Compensation” on page 27.

     Other Compensation

     The Company provides other benefits to executive officers as well as all full-time employees. These benefits include the opportunity to participate in a Qualified Savings and Stock Investment 401K plan, medical and dental insurance plans, company paid group life and long-term disability plans, and paid time off.

Tax and Accounting Implications

     Deductibility of Executive Compensation

     As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company believes that compensation paid under the management incentive plans is generally fully deductible for federal income tax purposes. However, in certain situations, the Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

     Non-Qualified Deferred Compensation

     On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. A more detailed discussion of the Company’s nonqualified deferred compensation arrangements is provided on page 27 under the heading “Non-Qualified Deferred Compensation.”

     Accounting for Stock-Based Compensation

     Beginning on January 1, 2006, the Company began accounting for stock-based payments including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program and Stock Award Program in accordance with the requirements of FASB Statement 123(R).

     Salary and bonus amounts paid to the named executive officers as a percentage of total compensation are as follows for 2008: Mr. R. Adams — 42.20%; Mr. Wilson — 55.48%; Mr. Hayhurst — 47.48%; Mr. Consagra — 58.19%; and Mr. R. Adams, Jr. — 59.20%.

Grants of Plan-Based Awards

     The following table sets forth information concerning individual grants of all plan-based awards in the fiscal year 2008 to the named executives.

																														All Other				All Other
																														Stock				Option								Grant
																														Awards:				Awards:								Date Fair
						Estimated Future Payouts Under																								Number of				Number of				Exercise or				Value of
						Non-Equity Incentive Plan												Estimated Future Payouts Under												Shares of				Securities				Base Price				Stock and
						Awards (1)												Equity Incentive Plan Awards (2)												Stock or				Underlying				of Option				Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				Units				Options				Awards				Awards
Name		Date				($)				($)				($) (3)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)
Richard M. Adams			—				—				—			$	487,500				—				—				—				—				—				—				—
Steven E. Wilson			—				—				—			$	141,540				—				—				—				—				—				—				—
James B. Hayhurst, Jr.			—				—				—			$	123,750				—				—				—				—				—				—				—
James J. Consagra, Jr.			—				—				—			$	145,750				—				—				—				—				—				—				—
Richard M. Adams, Jr.			—				—				—			$	123,750				—				—				—				—				—				—				—

Employment Contracts of Named Executive Officers

     Richard M. Adams, Chairman and Chief Executive Officer of United and United Bank (WV), entered into an employment contract with United effective April 11, 1986. The original term of Mr. R. Adams’ employment contract was five years commencing on March 31, 1986, with the provision that the contract could be extended annually for one (1) year to maintain a rolling five (5) year contract. This contract was amended on February 16, 1989 and on April 1, 1993 to provide for continued employment of Mr. Adams and on November 2001, to extend the initial term of the contract through March 31, 2007 with the provision for additional one (1) year term extensions by the Executive Committee with the approval of Mr. R. Adams. The employment contract was subsequently amended and restated in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A. The term of this contract has been extended through March 31, 2014 and may be extended for additional one (1) year terms. Under the amended contract, Mr. R. Adams is required to devote his full-time energies to performing his duties as Chairman and CEO on behalf of United and its subsidiaries. The contract provides for a base compensation of $650,000 for the year 2009 and additional benefits consistent with the office. This base compensation may be increased but not decreased. If the contract is terminated for any reason other than cause, Mr. R. Adams, or his family or estate, is entitled to a lump sum payment equal to his base salary for a sixty (60) month period. Under Mr. R. Adams’ contract, cause is defined as based on (i) excessive, unapproved absences, (ii) gross or willful neglect of duty that results in some substantial loss to United, or (iii) fraud or commission of any criminal act, if proven. If the contract is terminated for cause, United must pay Mr. R. Adams’ base salary only for the period of his active full-time employment to the date of termination.

     The contract between Mr. R. Adams and United also provides for an additional gross-up payment by United to Mr. R. Adams in the event that a payment or distribution pursuant to the contract would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended. Any calculated gross-up payment amount shall be equal to one hundred percent (100%) of the excise tax plus one hundred percent (100%) of any federal, state and local income taxes plus the additional excise tax on the gross-up amount.

Bank Owned Life Insurance (BOLI)

     United has purchased BOLI policies covering several key company officers including the named executive officers. The purchase of BOLI represents a tax-advantaged financing strategy that permits the company to meet its increasing benefit liability obligations in a more cost-effective manner. The intent is to create an independent source of funds to recoup some of the benefit expenses. The policies’ earnings, including death proceeds, will be used to offset and recover a portion of the costs to carry the policies. Interest earned on the cash value is not subject to tax unless the policies are surrendered or borrowed against before the insured’s death. United earned the following approximate amounts of income in 2008 related to the BOLI policies on the named executive officers: Mr. R. Adams, $349,000; Mr. S. Wilson, $114,000; Mr. Hayhurst, $104,000; Mr. Consagra, $11,000; and Mr. R. Adams, Jr., $42,000.

Employee Benefit Plans

     Except for the Deferred Compensation Plan applicable to directors, no directors or principal shareholders of United and its subsidiaries, other than those persons who are salaried officers, participate in any type of benefit plan of United.

     United’s subsidiaries provide, on a substantially non-contributory basis for all full-time employees, including the named executive officers, life, and disability insurance. Life insurance with a value of 250% of base salary, up to a maximum benefit of $1,000,000, is provided to all full-time employees, including executive officers. The premiums paid by United for life insurance on any individual, which has a face value greater than $50,000 is properly reported as compensation. These plans do not discriminate, in scope, terms or operation, in favor of the executive officers of United or its subsidiaries and are available generally to all full-time salaried employees of United and its subsidiaries.

     Employees, including the named executive officers, of United hired prior to October 1, 2007, or its participating subsidiaries, who complete one year of eligible service and are 21 years of age are eligible to participate in United’s Pension Plan (the “Pension Plan”). The Pension Plan is noncontributory on the part of the employee. Pension benefits are based on years of service and the average of the employee’s highest five consecutive plan years of basic compensation paid during the ten plan years preceding the date of determination. United’s funding policy is to contribute annually the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. Vesting is attained after five years of participation.

Pension Benefits

     Pension Plan. The United Bankshares, Inc. Pension Plan is a defined benefit pension plan. It is a tax-qualified, broad-based plan generally available to all regular employees (with some exceptions) hired prior to October 1, 2007. Participation is automatic for those employees hired before October 1, 2007 and begins on January 1 or July 1 after an eligible employee completes one (1) year of service (12 consecutive months during which the employee completes at least 1,000 hours of service) and reaches the age of 21.

     Normal benefits under the Pension Plan are based on these factors:

	•		years of credited service
	•		compensation of the employee, and
	•		Social Security covered compensation.

     An employee is 100% vested when the first of the following occurs:

	•		the employee completes at least 5 years of service or
	•		the employee reaches the normal retirement date or
	•		the employee reaches early or disability retirement (regardless of whether the employee actually retires).

     For purposes of calculating benefits under the Pension Plan, compensation is generally the pay an employee receives from United, including any pre-tax savings under a 401(k) plan maintained by United and salary reductions under an Internal Revenue Code Section 125 plan. Compensation does not include overtime, bonuses or director’s fees. Maximum compensation limits for benefit calculations are set by governmental rules. The limit is indexed and may change each year. For 2008, the limit was $230,000.

     The employee’s average compensation is used to calculate his or her retirement benefit. Average compensation is the employee’s average pay over the consecutive five years out of the last ten years with the Company that produces the highest average.

     Benefits are paid under the Pension Plan when an employee retires. Retirement under the Pension Plan can be normal retirement, early retirement, delayed retirement or disability retirement.

     If an employee retires at the normal retirement age of 65, then the employee’s monthly normal retirement benefit is equal to the sum of 1.25% of average compensation and 0.5% of average compensation in excess of Social Security covered compensation, multiplied by years of service up to 25 years. If an employee terminates employment before his or her normal retirement date, the employee is entitled to his or her vested accrued benefit. The employee will receive the benefits upon early retirement or at his or her normal retirement date, whichever comes first.

     An employee may elect early retirement after he or she reaches age 55 and has completed at least 5 years of service. The early retirement benefit is equal to the employee’s accrued benefit as of his or her early retirement date. If payment of the early retirement benefit begins before the employee’s normal retirement date, then the benefit is reduced.

     Supplemental Executive Retirement Agreements. United has entered into Supplemental Retirement Agreements (“SERPs”) with each of its named executive officers to encourage such officers to remain employees of United. The SERPs are designed to provide a certain level of post-retirement income to the individuals who have a significant impact on the long-term growth and profitability of United. A more detailed description of the SERPs begins on page 29 of this Proxy Statement.

     The following table shows the present value of the accumulated benefit under the Pension Plan and the SERPs as well as the years of credited service for each of the named executive officers. The values in the table reflect the actuarial present value of the named executive officer’s accumulated benefit under each plan, computed as of December 31, 2008.

				Number of				Present Value
				Years				of				Payments
				Credited				Accumulated				During Last
				Service				Benefit				Fiscal Year
Name		Plan Name		(#)				($)				($)
Richard M. Adams		Pension Plan			40			$	747,718				—
		SERP			40			$	3,282,097				—
Steven E. Wilson		Pension Plan			37			$	648,992				—
		SERP			37			$	541,344				—
James B. Hayhurst, Jr.		Pension Plan			37			$	735,176				—
		SERP			37			$	321,376				—
James J. Consagra, Jr.		Pension Plan			11			$	125,151				—
		SERP			11			$	161,663				—
Richard M. Adams, Jr.		Pension Plan			14			$	86,284				—
		SERP			14			$	143,203				—

     The present value of the accumulated benefit for both the SERP and the Pension Plan benefits was calculated using the following weighted-average assumptions: discount rate of 6.25%; compensation increase rate of 3.25%; an investment return of 8.50% and an increase in Social Security wage base of 4.00%. Benefits under both the Pension Plan and the SERP are based on annual base salary and do not include bonuses, directors’ fees, expense reimbursements, and employer contributions to retirement plans. For Mr. R. Adams, Mr. Hayhurst, and Mr. S. Wilson, the annual benefit under their SERP is further reduced by annual benefits payable at retirement under the Pension Plan and benefits under United’s Savings and Stock Investment Plan.

     Benefit figures shown are computed on the assumption that participants will retire at the earliest time available under the plan without any benefit reduction due to age. For the Pension Plan, the earliest retirement age is 55. For the SERPs, the earliest retirement ages without benefit reduction due to age for the named executive officers are as follows: Mr. R. Adams — 65; Messrs. Hayhurst and S. Wilson — 65; Messrs. Consagra and R. Adams, Jr. — 60.

     The Pension Plan and the SERP are designed to work together to provide each named executive officer with a certain level of benefits. Social Security benefits are deducted from the annual benefits payable under the Pension Plan and the annual benefits under the SERP for Messrs. R. Adams, Hayhurst, and S. Wilson are reduced by the

annual benefits payable at retirement under Social Security, the Pension Plan and the benefits under United’s Savings and Stock Investment Plan.

     As a general rule, United does not grant extra years of service under the Pension Plan and the SERP. Exceptions may occur, however, in the case of mergers and acquisitions.

Other Employee Plans

     Each employee of United, including named executive officers, who completes ninety (90) days of qualified service, is eligible to participate in the United Savings and Stock Investment Plan, a deferred compensation plan under Section 401(k) of the Internal Revenue Code. Each participant may contribute from 1% to 100% of compensation to his/her account, subject to Internal Revenue Service maximum deferral limits. Prior to December 31, 2008, after one year of eligible service, United matched 100% of the first 2% of salary deferred and 25% of the second 2% of salary deferred with United stock. Beginning January 1, 2009, United will match 100% of the first 3% of salary deferred and 25% of the next 1% of salary deferred with United stock. Vesting is 100% for employee deferrals and the company match at the time the employee makes his/her deferral.

     United employees may participate in an employee stock purchase plan whereby its employees may purchase shares of United’s common stock. Purchases made by employees under this plan are coordinated by the Personnel and Shareholder Relations Department of United Bank (WV), and involve stock purchased at market price for this purpose.

Non-Qualified Deferred Compensation

     United provides a Non-Qualified Retirement and Savings Plan (the “Non-Qualified Plan”), which was amended and restated in November of 2008 to comply with Internal Revenue Code Section 409A, to provide a supplemental savings program for certain employees of the Company who are unable to make meaningful contributions to the United Savings and Stock Investment Plan. This plan is intended to benefit a select group of management or highly compensated employees of the Company. Each participant may elect to defer any percentage of his or her salary and bonus as a supplemental savings contribution. Participants may elect the manner in which their deferral contributions are deemed to be invested provided that no investments are made in assets located outside of the United States

     Participants are not entitled to the Non-Qualified Plan benefits prior to their date of employment termination. The benefits under the Non-Qualified Plan upon a participant’s retirement, disability or termination of employment are paid either as a single lump sum or substantially equal installments over a period of not less than three nor more than ten years as elected by the participant. Upon death of a participant, his or her named beneficiary(ies) will receive such participant’s benefits payable under the Non-Qualified Plan.

     Each investment is subject to market risk. The degree of market risk varies by investment.

     The following table shows the contributions, earnings and year-end balances for 2008 with respect to non-qualified deferred compensation plans for the named executive officers:

		Executive				Registrant				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				Balance at Last
		Last FY				Last FY				FY (1)				Distributions				FYE
Name		($)				($)				($)				($)				($)
Richard M. Adams			—				—				—				—				—
Steven E. Wilson			—				—			$	(8,760	)			—			$	21,128
James B. Hayhurst, Jr.		$	10,061				—			$	(38,957	)			—			$	93,242
James J. Consagra, Jr.			—				—			$	(4,442	)			—			$	20,426
Richard M. Adams, Jr.			—				—			$	24,031				—			$	851,569

The amount of earnings for the named executive officers in the year of 2008 by investment option is as follows:

		Aggregate Earnings				Total Return
Fund Name		in Last FY				in Last FY
Federated Kaufmann A			$   (1,130	)			(42.22	%)
Federated Mid-Cap Index			(3,344	)			(36.35	%)
Federated US Government 2-5 Bond			1,605				10.36	%
Fidelity Advisor Growth Opportunities			—				(55.38	%)
Fidelity Advisor Technology			—				(51.76	%)
Fidelity Capital & Income			(7,431	)			(31.90	%)
Fidelity Diversified International			(18,972	)			(45.21	%)
Fidelity Low-Priced Stock			(3,744	)			(36.17	%)
Fidelity Mid-Cap Stock			—				(45.96	%)
Fidelity Spartan Money Market			22,831				2.90	%
Fidelity Spartan 500 Index			(12,746	)			(37.05	%)
Janus Twenty Fund			(6,792	)			(41.97	%)
Janus Worldwide			—				(45.02	%)
MFS Utilities A			—				(37.54	%)
Munder Internet A			—				(45.75	%)
Old Mutual Focused Fund			(1,356	)			(32.70	%)
PIMCO Total Return			1,752				4.56	%
RS Emerging Growth			—				(45.61	%)
T. Rowe Price Media & Telecom			—				46.46	%
United Bankshares, Inc. Common Stock			1,200				23.44	%
Total			$ (28,127	)

Potential Payments upon Termination or Change in Control

     Supplemental Executive Retirement Agreements. On July 27, 1990, United entered into a Supplemental Retirement Agreement (“SERP”) with Mr. Richard M. Adams. The agreement was amended on November 1, 2001 and was further amended in November of 2008 to comply with Internal Revenue Code Section 409A. This amended agreement provides for an annual supplemental retirement benefit upon his reaching age 65 or upon the later termination of his employment with United or an affiliated or successor entity to United, whichever last occurs. The annual benefit will be equal to seventy percent (70%) of the average of Mr. R. Adams’ three highest base salaries, reduced by benefits actuarially calculated at the time the supplemental retirement benefit becomes payable under (i) the United Pension Plan; (ii) Social Security; and (iii) the United Savings and Stock Investment Plan. The amended agreement also provides for reduced benefits for early retirement before age 65 as well as payments to his spouse or his estate if unmarried in the event of his death. The benefits under the amended agreement are fully vested in Mr. R. Adams and survive his termination of employment from United or an affiliated or successor entity to United for whatever reason, including but not limited to, change in control, dismissal with or without cause, voluntary termination, expiration of contract or disability. The SERP was subsequently amended and restated in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A.

     On October 1, 2003, United entered into Supplemental Retirement Agreements with the named executive officers, Richard M. Adams, Jr., James J. Consagra, Jr., James B. Hayhurst, and Steven E. Wilson to encourage them to remain an employee of United. These Supplemental Retirement Agreements were amended in November of 2007 to add a death benefit payable to the participant’s beneficiary and in November of 2008 in order to comply with Internal Revenue Code Section 409A.

     The SERP for Messrs. James B. Hayhurst, Jr. and Steven E. Wilson ensures that each of these participating executive officers, when retiring at age 65 or later, receives a level of retirement benefits, without regard to years of service, equal to 70% of the executive officer’s total base salary projected to be in effect at age 65. This annual benefit is reduced by (i) the benefit under the Pension Plan; (ii) Social Security benefits payable; and (iii) annual benefits payable, on a single life annuity basis, attributable to the employer’s contributions on the executive officer’s 401(k) plan. The annual benefit will be paid monthly for a period of fifteen (15) years. The executive may retire early at the age specified in the SERP and receive a benefit equal to 60% of the executive’s final pay based on the same provisions set forth above.

     The SERP for Mr. James J. Consagra, Jr. and Mr. Richard M. Adams, Jr. ensures that each will receive, at the age set forth in the SERP, an annual benefit equal to $100,000, paid in monthly installments for a period of fifteen (15) years. If Mr. Consagra or Mr. R. Adams, Jr. retires or leaves employment early, the executive will receive an accrual benefit set forth in a Schedule to the SERP, subject to a ten (10) year vesting schedule. This early termination benefit will be paid monthly for a period of fifteen (15) years starting at the date of separation of service for a separation of service at or after age 60 or starts at age 60 for a separation from service before the age of 60.

     Change of Control Agreements. In March of 1994, United entered into agreements with named executive officers Steven E. Wilson and James B. Hayhurst, Jr. to encourage those executive officers not to terminate their employment with United because of the possibility that United might be acquired by another entity. In August of 2000, United entered into similar change of control agreements with named executive officers Richard M. Adams, Jr. and James J. Consagra, Jr. The Change in Control Agreements were subsequently amended and restated in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A. The Board of Directors determined that such an arrangement was appropriate, considering the entry of large regional bank holding companies into West Virginia. The agreements were not undertaken in the belief that a change of control of United was imminent.

     Generally, the agreements provide severance compensation to those officers if their employment should end under certain specified conditions after a change of control of United. Compensation is paid upon any involuntary termination within two years following a change of control unless the officer is terminated for cause. In addition,

compensation will be paid after a change of control if the officer voluntarily terminates employment within two years of a change in control because of a decrease in the total amount of the officer’s base salary below the level in effect on the date of consummation of the change of control, without the officer’s consent; a material reduction in the importance of the officer’s job responsibilities without the officer’s consent; geographical relocation of the officer without consent to an office more than fifty (50) miles from the officer’s location at the time of a change of control; failure by United to obtain assumption of the contract by its successor or any termination of employment within thirty-six (36) months after consummation of a change of control which is effected for any reason other than good cause.

     Under the agreements, a change of control is defined in Section 409A and the regulations issued thereunder and includes:

     • a change in the ownership of United which is defined to occur on the date that any one person, or more than one person acting as a group, acquires ownership of stock of United that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of United,

     • a change in the effective control of United, which is defined to occur on (1) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of United possessing 30% or more of the total voting power of United, and also to occur on (2) the date a majority of members of United’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of United’s board of directors before the date of the appointment or election, and

     • a change in the ownership of a substantial portion of United’s assets which is defined to occur on the date that any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from United that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of United immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of United, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

     Under the agreements, severance benefits include: (a) cash payment equal to the officer’s monthly base salary in effect on either (i) the date of termination; or (ii) the date immediately preceding the change of control, whichever is higher, multiplied by the number of full months between the date of termination and the date that is thirty-six (36) months after the date of consummation of the change of control; (b) payment of a pro-rata amount of the cash incentive award, if any, awarded to executive under United’s Incentive Plan; and (c) continuing participation in employee benefit plans and programs such as retirement, disability and medical insurance for the period of time during which the officer would be entitled (or would, but for such plan, be entitled) to continuation coverage under a group health plan of the service recipient under Code section 4980B (COBRA) if the officer elected such coverage and paid the applicable premiums, but in no event shall such period exceed thirty-six (36) months following the date of termination.

     The agreements do not affect the right of United to terminate the officer, or change the salary or benefits of the officer, with or without good cause, prior to any change of control; provided, however, any termination or change which takes place after discussions have commenced which result in a change of control will be presumed to be a violation of the agreement and will entitle the officer to the benefits under the agreement, absent clear and convincing evidence to the contrary if such termination or change takes place within two years after the change of control.

     The following table shows the potential incremental value transfer to each named executive under various employment scenarios. The table was prepared as though each named executive officer’s employment was

terminated on December 31, 2008 (the last business day of 2008). The amounts under the row labeled “If Change in Control (CIC) Termination Occurs during FY 2008” assume that a change in control occurred on December 31, 2008. We are required by the Securities and Exchange Commission to use these assumptions. With those assumptions taken as a given, the Company believes that the remaining assumptions listed in the footnotes below, which are necessary to produce these estimates, are reasonable in the aggregate. However, the executives’ employment was not terminated on December 31, 2008, and a change in control did not occur on that date. There can be no assurance that a termination of employment, a change in control or both would produce the same or similar results as those described if either or both of them occur on any other date or at any other price, or if any assumption is not correct in fact.

Incremental Value		Richard M.				Steven E.				James B.				James J.				Richard M.
Transfer		Adams (2)				Wilson (3)				Hayhurst, Jr. (4)				Consagra, Jr. (5)				Adams, Jr. (6)
If Retirement or Voluntary Termination Occurs during FY2008			—				—				—				—				—
If Termination for Cause Occurs during FY2008			—				—				—				—				—
If Termination Without Cause Occurs during FY2008		$	4,650,000				—				—				—				—
If Change in Control (CIC) Termination Occurs during FY2008 (1)		$	4,539,894			$	963,527			$	884,225			$	1,017,123			$	878,381
If Disability Occurs during FY2008		$	5,791,392			$	600,000			$	360,000			$	2,703,000			$	3,000,000
If Death Occurs during FY2008		$	5,650,000			$	644,000			$	563,000			$	663,000			$	563,000

Outstanding Equity Awards at December 31, 2008

     The following table sets forth certain information regarding the number and term of stock option awards for each of the named executives as of December 31, 2008.

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																						Plan
														Equity																				Equity				Awards:
														Incentive																				Incentive				Market or
														Plan																				Plan Awards:				Payout
														Awards:																Market				Number of				Value of
						Number of				Number of				Number of												Number of				Value of				Unearned				Unearned
						Securities				Securities				Securities												Shares or				Shares or				Shares, Units				Shares,
						Underlying				Underlying				Underlying												Units of				Units of				or Other				Units or
						Unexercised				Unexercised				Unexercised				Option								Stock That				Stock That				Rights That				Other Rights
						Options (#)				Options (#)				Unearned				Exercise				Option				Have Not				Have Not				Have Not				That Have
		Grant				Exercisable				Unexercisable				Options				Price				Expiration				Vested				Vested				Vested				Not Vested
Name		Date				(1)				(2)				(#)				($)				Date				(#)				($)				(#)				($)
Richard M. Adams			11/04/99				24,000				—				—			$	25.6250				11/04/09				—				—				—				—
			11/02/00				24,000				—				—			$	19.1875				11/02/10				—				—				—				—
			11/01/01				30,000				—				—			$	27.1200				11/01/11				—				—				—				—
			11/08/02				30,000				—				—			$	29.3700				11/08/12				—				—				—				—
			11/06/03				30,000				—				—			$	30.2000				11/06/13				—				—				—				—
			11/04/04				30,000				—				—			$	36.7100				11/04/14				—				—				—				—
			11/03/05				30,000				—				—			$	37.1900				11/03/15				—				—				—				—
			11/01/07				—				30,000				—			$	27.7700				11/01/17				—				—				—				—
Steven E. Wilson			11/04/99				12,000				—				—			$	25.6250				11/04/09				—				—				—				—
			11/02/00				12,000				—				—			$	19.1875				11/02/10				—				—				—				—
			11/01/01				14,400				—				—			$	27.1200				11/01/11				—				—				—				—
			11/08/02				15,000				—				—			$	29.3700				11/08/12				—				—				—				—
			11/06/03				15,000				—				—			$	30.2000				11/06/13				—				—				—				—
			11/04/04				15,000				—				—			$	36.7100				11/04/14				—				—				—				—
			11/03/05				15,000				—				—			$	37.1900				11/03/15				—				—				—				—
			11/01/07				—				5,000				—			$	27.7700				11/01/17				—				—				—				—
James B. Hayhurst, Jr.			11/04/99				7,500				—				—			$	25.6250				11/04/09				—				—				—				—
			11/02/00				7,500				—				—			$	19.1875				11/02/10				—				—				—				—
			11/01/01				9,000				—				—			$	27.1200				11/01/11				—				—				—				—
			11/08/02				10,000				—				—			$	29.3700				11/08/12				—				—				—				—
			11/06/03				10,000				—				—			$	30.2000				11/06/13				—				—				—				—
			11/04/04				10,000				—				—			$	36.7100				11/04/14				—				—				—				—
			11/03/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—
			11/01/07				—				10,000				—			$	27.7700				11/01/17				—				—				—				—
James J. Consagra, Jr.			11/04/99				6,000				—				—			$	25.6250				11/04/09				—				—				—				—
			11/02/00				7,500				—				—			$	19.1875				11/02/10				—				—				—				—
			11/01/01				9,000				—				—			$	27.1200				11/01/11				—				—				—				—
			11/08/02				10,000				—				—			$	29.3700				11/08/12				—				—				—				—
			11/06/03				10,000				—				—			$	30.2000				11/06/13				—				—				—				—
			11/04/04				10,000				—				—			$	36.7100				11/04/14				—				—				—				—
			11/03/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—
			11/01/07				—				10,000				—			$	27.7700				11/01/17				—				—				—				—

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																						Plan
														Equity																				Equity				Awards:
														Incentive																				Incentive				Market or
														Plan																				Plan Awards:				Payout
														Awards:																Market				Number of				Value of
						Number of				Number of				Number of												Number of				Value of				Unearned				Unearned
						Securities				Securities				Securities												Shares or				Shares or				Shares, Units				Shares,
						Underlying				Underlying				Underlying												Units of				Units of				or Other				Units or
						Unexercised				Unexercised				Unexercised				Option								Stock That				Stock That				Rights That				Other Rights
						Options (#)				Options (#)				Unearned				Exercise				Option				Have Not				Have Not				Have Not				That Have
		Grant				Exercisable				Unexercisable				Options				Price				Expiration				Vested				Vested				Vested				Not Vested
Name		Date				(1)				(2)				(#)				($)				Date				(#)				($)				(#)				($)
Richard M. Adams, Jr.			11/02/00				355				—				—			$	19.1875				11/02/10				—				—				—				—
			11/01/01				1,919				—				—			$	27.1200				11/01/11				—				—				—				—
			11/08/02				7,428				—				—			$	29.3700				11/08/12				—				—				—				—
			11/06/03				10,000				—				—			$	30.2000				11/06/13				—				—				—				—
			11/04/04				10,000				—				—			$	36.7100				11/04/14				—				—				—				—
			11/03/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—
			11/01/07				—				10,000				—			$	27.7700				11/01/17				—				—				—				—