SCHEDULE 14A

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o		Definitive Additional Materials

o		Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

UNITED BANKSHARES, INC.

 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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

NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2007 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 21, 2007, at 4:00 p.m., local time, for the purpose of considering and voting upon the following matters:

     1. To elect fifteen (15) 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 2007.

     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 April 2, 2007, 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 12, 2007

UNITED BANKSHARES, INC.
2007 PROXY STATEMENT

TABLE OF CONTENTS

		Page
PROXY STATEMENT			1
VOTING INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			3
DIRECTORS WHOSE TERMS EXPIRE IN 2007 AND NOMINEES FOR DIRECTORS			4
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			6
GOVERNANCE OF THE COMPANY			8
EXECUTIVE COMPENSATION			16
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)			28
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION			34
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF SHAREHOLDERS			37
FORM 10-K			38

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 2007 Annual Meeting of Shareholders and at any adjournment or postponement.

     You are invited to attend our Annual Meeting of Shareholders on May 21, 2007, 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 12, 2007.

VOTING INFORMATION

Shareholders Entitled to Vote

     Holders of record of United common shares at the close of business on April 2, 2007, are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 40,818,168 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, 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 will have the discretion 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 2007 Annual Meeting, the number of directors to be elected is fifteen (15). Each shareholder has the right to cast fifteen (15) 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 fifteen (15) 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, 2007, 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 April 2, 2007, there were 40,818,168 shares of common stock outstanding that are held by approximately 5,690 shareholders of record and 7,414 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 Mellon Investor Services LLC of Jersey City, New Jersey

     (“Mellon”). Pursuant to a retention letter dated February 14, 2007, 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 $5,000 plus reasonable disbursements that may include the broker search, printing, postage, courier charges, filing reports, data transmissions and other expenses approved by United.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board of Directors consists of one class of fifteen (15) directors. Fifteen (15) directors will be elected at our 2007 Annual Meeting to serve for a one-year term expiring at our Annual Meeting in the year 2008. 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 2007 Annual Meeting, the Board of Directors established the composition and number of directors to be elected at fifteen (15).

     The persons named in the enclosed proxy intend to vote the proxy for the election of each of the fifteen (15) 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 2008 at the Annual Meeting: Richard M. Adams, Robert G. Astorg, Thomas J. Blair, III, W. Gaston Caperton, III, Lawrence K. Doll, Theodore J. Georgelas, F. T. Graff, Jr., Russell L. Isaacs, John M. McMahon, J. Paul McNamara, G. Ogden Nutting, William C. Pitt, III, I. N. Smith, Jr., Mary K. Weddle, and P. Clinton Winter, Jr.

     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 2007 AND NOMINEES FOR DIRECTORS

								Amount of Beneficial
						Position, Principal Occupation,		Ownership of Shares of
Name and Age as of the						Business Experience and Directorships for the		Common Stock and Options (c)
May 21, 2007 Meeting Date						Last Five Years		Shares(a)				Options(b)				%
Richard M. Adams			60			Chairman and Chief Executive Officer of both United and United Bank (WV). Director of the Company since 1984.			593,224				220,000				1.98	%
Robert G. Astorg			63			CPA and Managing Principal of H&R Block Tax and Business Services. Director of the Company since 1991.			36,121				—				*
Thomas J. Blair, III			74			Consulting Engineer and former President and Chief Executive Officer of Kelley, Gidley, Blair & Wolfe, Inc. Director of the Company since 1988.			118,670				—				*
W. Gaston Caperton, III			67			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			57			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			60			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.			44,764				—				*
F. T. Graff, Jr			68			Attorney and Managing Partner of Bowles Rice McDavid Graff & Love LLP. Director of the Company since 1984.			24,000				—				*
Russell L. Isaacs			74			Owner of Russell L. Isaacs and Company. Director of the Company since 1984.			37,589				—				*
John M. McMahon			66			Chairman of the Board of Miller & Long Co., Inc. Director of United Bank (VA). Director of the Company since 1998.			239,025				—				*

DIRECTORS WHOSE TERMS EXPIRE IN 2007 AND NOMINEES FOR DIRECTORS

						Position, Principal Occupation,		Amount of Beneficial
Name and Age as of the						Business Experience and Directorships for the		Ownership of Shares of
May 21, 2007 Meeting Date						Last Five Years		Common Stock and Options (c)
								Shares(a)				Options(b)				%
J. Paul McNamara			58			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.			91,593				—				*
G. Ogden Nutting			71			Chairman of The Ogden Newspapers, Inc. Director of the Company since 1986.			654,656				—				1.60	%
William C. Pitt, III			62			Hotel and Resort Developer. Director of the Company since 1987.			4,450				—				*
I. N. Smith, Jr.			74			President and Chief Executive Officer of Kanawha-Roxalana Company. Consultant for United. Director of the Company since 1986.			307,900				—				*
Mary K. Weddle			57			CPA and Executive Vice President of Long & Foster Real Estate, Inc. Director of United Bank (VA). Director of the Company since 2004.			4,933				—				*
P. Clinton Winter, Jr.			59			President of Bray & Oakley Insurance Agency, Inc. Director of the Company since 1996.			482,754				—				1.18	%
All Directors, Nominees and Executive Officers as a Group (22 persons)									4,759,040				645,052				13.01	%

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Directors and Named Executive Officers

     As of March 10, 2007, directors of the Company owned beneficially, directly or indirectly, the number of shares of common stock indicated in the preceding table.

     The following table sets forth certain information regarding the named executive officers’ beneficial ownership of common stock of United as of March 10, 2007:

				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			815,234				1.98	%
Common Stock		Steven E. Wilson			224,759				0.55	%
Common Stock		James B. Hayhurst, Jr.			150,852				0.37	%
Common Stock		James J. Consagra, Jr.			77,768				0.19	%
Common Stock		Joe L. Wilson			151,640				0.37	%
Common Stock		Kendal E. Carson(2)			—			—

     All directors and executive officers as a group beneficially owned 5,404,092 shares or 13.01% 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, 2007. 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, 2007 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 (2,132,674 shares or 5.22% are registered under the nominee name of Parbanc Co.)		2,132,674(1)			5.22	%

				Amount and Nature of		Percent of
Title of Class		Name and Address of Beneficial Owner		Beneficial Ownership		Class
		Barclays Global Investors, NA 45 Fremont Street, San Francisco, CA 94105		2,097,151(2)		5.10%(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 2006 failed to file such reports on a timely basis or failed to file a report except Thomas J. Blair, III and I. N. Smith, Jr. Mr. Blair did not timely file one report involving two transactions and Mr. Smith did not timely file one report involving one transaction during the year.

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, 2007. 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 price of				equity compensation
Plan Category		of outstanding options				outstanding options				future issuance under plans
Equity Compensation Plans approved by Shareholders			1,469,589			$	30.66				1,500,000
Equity Compensation Plans not approved by Shareholders (1)			—				—				—
Total			1,469,589			$	30.66				—

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 2006, the Board of Directors met six (6) 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 2006, 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. Although there is no formal written policy, attendance at the annual meeting by directors is expected. Fourteen of the fifteen directors attended the 2006 Annual Meeting. The Company’s independent directors held two (2) meetings during 2006.

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 does not have 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 29, 2007, 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, Thomas J. Blair, III, W. Gaston Caperton, III, Theodore J. Georgelas, F. T. Graff, Jr., Russell L. Isaacs, John M. McMahon, G. Ogden Nutting, William C. Pitt, III, Mary K. Weddle, and P. Clinton Winter, Jr.

     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 2006 in

the ordinary course of business and on substantially the same terms as those available to unrelated parties. These relationships satisfy 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 2006. These payments did not exceed 5% of the Company’s or Bowles Rice McDavid Graff & Love LLP’s consolidated revenues for 2006, 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 2006, 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 I. N. Smith, Jr. Messrs. Adams, Doll, McNamara and Smith are not independent because these directors are currently employed or have been employed by the Company within the last three years.

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

The Executive Committee

     The Executive Committee is comprised of eight (8) directors, Richard M. Adams, Chairman, W. Gaston Caperton, III, Lawrence K. Doll, F. T. Graff, Jr., Russell L. Isaacs, John M. McMahon, G. Ogden Nutting, and P. Clinton Winter, Jr. 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 2006, 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-wv.com”. Members of this committee are Robert G. Astorg, Chairman, Russell L. Isaacs, Mary K. Weddle and P. Clinton Winter, Jr. The Audit Committee met four (4) times during 2006. 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, Russell L. Isaacs, 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 Russell L. Isaacs, Chairman, W. Gaston Caperton, III, John M. McMahon, G. Ogden Nutting, and P. Clinton Winter, Jr. The Compensation Committee met three (3) times during the year. The Compensation Committee is governed by the charter which is available on the corporate website under Policies at “www.ubsi-wv.com”.

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

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, Russell L. Isaacs, John M. McMahon, and P. Clinton Winter, Jr. The Governance and Nominating Committee met one (1) time during the year. The charter for this committee is available on the corporate website under Policies at “www.ubsi-wv.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 party 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 party 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 policy was adopted in January 2007. All related party transactions since January 1, 2006, which were required to be reported in this proxy statement were approved by the Committee in accordance with the policy.

     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 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 is a director of United. 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 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. Management believes the United Center Lease is on terms comparable to market terms for similar rental space in Charleston, West Virginia. During 2006, United paid rent expense of approximately $867,000 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 is a director of United. 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 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 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 2006, United paid rent expense of approximately $39,500 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 2006, 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 2006 were $438,000, which represented less than 5% of that firm’s revenues for the year 2006. The legal fees paid to Bowles Rice McDavid Graff & Love LLP were the ordinary and customary fees for such legal services. F. T. Graff, Jr. is a partner of the law firm of Bowles Rice McDavid Graff & Love LLP. Mr. Graff’s interest in the fees paid by United in 2006 was approximately $10,430. 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.

Director Compensation

     The following table sets forth certain information regarding the compensation earned by or awarded to each director who served on United’s Board of Directors in 2006 except for Mr. Richard M. Adams. Mr. Adams is not compensated for his board service.

																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned or												Non-Equity				Deferred
		Paid in				Stock				Option				Incentive Plan				Compensation				All Other
		Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Name		($)				($)				($)				($)				($)				($)				($)
Robert G. Astorg		$	26,400				—				—				—				—				—			$	26,400
Thomas J. Blair, III		$	13,700				—				—				—				—				—			$	13,700
Harry L. Buch (1)		$	8,800				—				—				—				—				—			$	8,800
W. Gaston Caperton, III		$	18,900				—				—				—				—				—			$	18,900
Lawrence K. Doll (2)		$	15,900				—				—				—			$	8,782			$	22,658			$	47,340
H. Smoot Fahlgren (1)		$	8,700				—				—				—				—				—			$	8,700
Theodore J. Georgelas		$	17,200				—				—				—				—				—			$	17,200
F. T. Graff, Jr.		$	15,900				—				—				—				—				—			$	15,900
Russell L. Isaacs		$	29,400				—				—				—				—				—			$	29,400
John M. McMahon		$	24,250				—				—				—				—				—			$	24,250
J. Paul McNamara (3)		$	17,200				—				—				—			$	2,813				—			$	20,013
G. Ogden Nutting		$	25,200				—				—				—				—				—			$	25,200
William C. Pitt, III		$	13,700				—				—				—				—				—			$	13,700
I. N. Smith, Jr. (4)		$	13,700				—				—				—				—			$	30,000			$	43,700
Mary K. Weddle		$	21,900				—				—				—				—				—			$	21,900
P. Clinton Winter, Jr.		$	29,400				—				—				—				—				—			$	29,400

     Except for Mr. Adams, directors of the Company receive a fee of $1,100 for each United Board Meeting attended and a retainer of $700 per month regardless of meeting attendance. Mr. Adams receives no compensation for his board service. In addition, as members of United Bank (VA)’s Board of Directors (“Bank Board”), Mr. Georgelas, Mr. McMahon, Mr. McNamara and Ms. Weddle, each receive a fee of $500 for each Bank Board meeting attended ($250 for teleconference meetings).

     Each director who serves on the Executive, Audit, Compensation, and Governance and Nominating Committees receives a fee of $1,100 for each United Board Committee Meeting attended except for Mr. Adams and Mr. Astorg. Mr. Adams receives no compensation for serving on any committee. Mr. Astorg, as Chairman of the Audit Committee, receives a retainer payment of $1,100 per month without regard to committee meeting attendance. Mr. Isaacs, as Chairman of the Compensation Committee, receives a retainer payment of $1,100 per quarter without regard to committee meeting attendance in addition to the fee of $1,100 for each United Board Committee Meeting attended. As Chairman of the Governance and Nominating Committee, Mr. Nutting receives a retainer payment of $1,100 per quarter without regard to committee meeting attendance in addition to the fee of $1,100 for each United Board Committee Meeting attended. Mr. Winter as Lead Director of the independent directors of the Board, receives a retainer payment of $1,100 per quarter without regard to meeting attendance in addition to the fee of $1,100 for each United Board Committee Meeting attended.

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			60			Chairman of the Board & Chief Executive Officer since 1984 – United; Chairman of the Board & Chief Executive Officer – United Bank (WV)		Chairman of the Board & Chief Executive Officer - United; Chairman of the Board & Chief Executive Officer – United Bank (WV)
Richard M. Adams, Jr.			38			Executive Vice-President since 2000 - United; Executive Vice-President – United Bank (WV)		Executive Vice-President - United; Executive Vice-President – United Bank (WV); Senior Vice-President – United Bank (WV); President – United Brokerage Services, Inc.
James J. Consagra, Jr.			46			Executive Vice-President since 1999 -United; President & Chief Executive Officer -United Bank (VA)		Executive Vice-President -United; President & Chief Executive Officer-United Bank (VA); Executive Vice-President & Chief Financial Officer - United Bank (VA)
James B. Hayhurst, Jr.			60			Executive Vice-President since 1986 -United; Executive Vice-President – United Bank (WV)		Executive Vice-President -United; Executive Vice-President – United Bank (WV)
John Neuner, III			61			Executive Vice-President since 2000 - United; Executive Vice-President – United Bank (WV)		Executive Vice-President -United; Executive Vice-President –United Bank (WV)
Joe L. Wilson			59			Executive Vice-President since 1986 -United; Executive Vice-President– United Bank (WV)		Executive Vice-President -United; Executive Vice-President – United Bank (WV)
Steven E. Wilson			58			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)		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.

EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s chief executive officer, chief financial officer, the three other most highly compensated executive officers of the Company as determined as of the end of 2006, and one other person who would have been among the three most highly compensated executive officers except that he was no longer an executive officer of the Company on the last day of 2006.

																				Change in
																				Pension
																				Value and
																				Non-
																				qualified
																		Non-Equity		Deferred
																		Incentive		Compen-
																Option		Plan		sation				All Other
Name and Principal														Stock		Awards		Compen-		Earnings				Compen-
Position		Year				Salary				Bonus (2)				Awards		(1)		sation		(3)				sation (4)				Total
Richard M. Adams Chairman of the Board and Chief Executive Officer			2006			$	641,667			$	292,500			—		—		—		$	345,255			$	441,851			$	1,721,273
Steven E. Wilson Executive Vice President, Chief Financial Officer, Secretary and Treasurer			2006			$	254,047			$	91,980			—		—		—		$	47,661			$	15,408			$	409,096
James B. Hayhurst, Jr. Executive Vice President			2006			$	214,900			$	56,510			—		—		—		$	57,911			$	59,672			$	388,993
James J. Consagra, Jr. Executive Vice President			2006			$	240,000			$	70,000			—		—		—		$	45,465			$	462,395			$	817,860
Joe L. Wilson Executive Vice President			2006			$	204,510			$	41,300			—		—		—		$	57,757			$	57,231			$	360,798
Kendal E. Carson (5) Former Executive Vice President			2006			$	36,667				—			—		—		—		$	20,721			$	568,731			$	626,119

     Total cash compensation, as measured by salary and bonus, is based on the Company’s performance as well as employee performance and certain other factors described in the section entitled “Compensation Discussion and Analysis.” For the named executive officers, total cash compensation as a percentage of total compensation is as follows: Mr. Adams — 54.27%; Mr. S. Wilson — 84.58%; Mr. Hayhurst — 69.77%; Mr. Consagra — 37.90%; Mr. J. Wilson — 68.10%; and Mr. Carson — 5.85%.

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 2006 related to the BOLI policies on the named executive officers: Mr. Adams, $566,000; Mr. S. Wilson, $93,000; Mr. Hayhurst, $85,000; Mr. Consagra, $48,000; and Mr. J. Wilson, $75,000.

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. 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 in November 2002, to extend the initial term of the contract through March 31, 2008 with the provision for additional one (1) year term extensions by the Executive Committee with the approval of Mr. Adams. The term of this contract has been extended through March 31, 2012. Under the amended contract, Mr. 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 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 mutual consent or cause, Mr. Adams, or his family or estate, is entitled to his base salary for a sixty (60) month period. Under Mr. 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 by mutual consent, Mr. Adams, his family or estate are entitled to receive the amount mutually agreed upon by Mr. Adams and United. If the contract is terminated for cause, United must pay Mr. Adams’ base salary only for the period of his active full-time employment to the date of termination.

     The contract between Mr. Adams and United also provides for an additional gross-up payment by United to Mr. 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. Any gross-up payment pursuant to the contract must be paid to Mr. Adams within 30 days of the receipt of the amount determined.

Other Employment Contracts

     United and United Bank (WV) also entered into an employment agreement with I. N. Smith, Jr. on December 17, 1985. The term of the agreement extends until Mr. Smith reaches the age of 75. Under his employment agreement, Mr. Smith provides such consulting and advisory services as United may request, and receives for such services an annual fee of $30,000. In addition, United agreed to use its best efforts to nominate and elect Mr. Smith to the Company’s Board of Directors.

     J. Paul McNamara entered into an employment agreement with United, effective as of October 11, 2003. During the three-year term of the agreement, Mr. McNamara was to serve as Vice Chairman of United Bank (VA) and a member of United’s Board of Directors. On October 31, 2005, Mr. McNamara retired as Vice Chairman of United Bank (VA) and by mutual agreement, United and Mr. McNamara terminated the employment agreement. Mr. McNamara is fully vested in the normal retirement benefit provided for under the salary continuation agreement assumed by United, and United will continue his participation in health and welfare benefits, or provide similar coverage until October 31, 2008.

Employee Benefit Plans

     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, 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.

     Each employee of United, or its participating subsidiaries, who completes one year of eligible service and is 21 years of age is 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). Participation is automatic 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 2006, the limit was $220,000.

     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 22 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, 2006.

				Number of
				Years				Present Value				Payments
				Credited				of Accumulated				During Last
				Service				Benefit				Fiscal Year
Name		Plan Name		(#)				($)				($)
Richard M. Adams		Pension Plan			38			$	608,394				—
		SERP			38			$	2,685,853				—
Steven E. Wilson		Pension Plan			35			$	503,867				—
		SERP			35			$	508,313				—
James B. Hayhurst, Jr.		Pension Plan			35			$	566,827				—
		SERP			35			$	312,006				—
James B. Consagra, Jr.		Pension Plan			9			$	78,606				—
		SERP			9			$	66,930				—
Joe L. Wilson		Pension Plan			36			$	509,784				—
		SERP			36			$	276,542				—
Kendal E. Carson (1)		Pension Plan			—			$	104,408				—
		SERP			—				—				—

     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 6.00%; 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. Adams, Mr. Hayhurst, Mr. J. Wilson 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 for the named executive officers are as follows: Mr. Adams — 65; Messrs. Hayhurst, S. Wilson, Consagra and J. Wilson – 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. Adams, Hayhurst, J. Wilson and S. Wilson are reduced by the annual benefits payable at retirement under 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, 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. After one year of eligible service, United matches 100% of the first 2% of salary deferred and 25% of the second 2% 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”) 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 choose to have their deferral contributions directed to any of nineteen investment options including United common stock, a U.S. Government Securities Fund, and various income, common stock and international equity funds.

     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 type based upon the nature of the applicable underlying net assets.

     The following table shows the contributions, earnings and year-end balances for 2006 with respect to non-qualified deferred compensation plans for the named executive officers:

		Executive				Registrant								Aggregate
		Contributions in				Contributions in				Aggregate Earnings				Withdrawals/				Aggregate Balance
		Last FY				Last FY				in Last FY (1)				Distributions				at Last FYE
Name		($)				($)				($)				($)				($)
Richard M. Adams			—				—				—				—				—
Steven E. Wilson		$	103				—			$	3,059				—			$	28,071
James B. Hayhurst, Jr.		$	8,532				—			$	11,728				—			$	102,915
James B. Consagra, Jr.			—				—			$	2,560				—			$	22,842
Joe L. Wilson			—				—				—				—				—
Kendal E. Carson (2)			—				—				—				—				—

     The amount of earnings for the named executive officers in the year of 2006 by investment option is as follows:

		Aggregate Earnings				Total Return
Fund Name		in Last FY				in Last FY
Federated Kaufmann A		$	2,531				14.57	%
Federated Mid-Cap Index			576				9.85	%
Federated US Government 2-5 Bond			894				3.11	%
Fidelity Advisor Growth Opportunities			—				4.89	%
Fidelity Advisor Technology			—				5.83	%
Fidelity Capital & Income			—				13.04	%
Fidelity Diversified International			1,040				22.52	%
Fidelity Low-Priced Stock			—				17.76	%
Fidelity Mid-Cap Stock			—				14.78	%
Fidelity Spartan Money Market			—				4.79	%
Fidelity Spartan 500 Index			6,029				15.71	%
Janus Twenty Fund			—				12.30	%
Janus Worldwide			—				19.90	%
MFS Utilities A			—				31.55	%
Old Mutual Large Cap Z			5,807				22.37	%
PIMCO Total Return			470				3.74	%
RS Emerging Growth			—				9.45	%
T. Rowe Price Media & Telecom			—				28.55	%
United Bankshares, Inc. Common Stock			—				12.97	%
Total		$	17,347

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 Adams. The agreement was amended on November 1, 2001. 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. 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 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. 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.

     On October 1, 2003, United entered into Supplemental Retirement Agreements with the named executive officers, Kendal E. Carson, James J. Consagra, Jr., James B. Hayhurst, Jr., Joe L. Wilson and Steven E. Wilson to encourage them to remain an employee of United. On February 2, 2006, Mr. Carson notified United that he was resigning his positions as an Executive Vice President of United and as President of United Bank (VA). His last date of employment was February 23, 2006. Upon his resignation, Mr. Carson’s SERP terminated and he is not entitled to receive any payments under the agreement.

     The SERP for Messrs. James B. Hayhurst, Jr., Joe L. Wilson 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 and is updated each January 1 by United. At the time one of these participating executive officers retires, the benefit the participant is entitled to through the SERP is calculated, and then funds from the following sources are deducted to determine the amount, if any, of the payment due under the SERP (i) the benefit under the Pension Plan; (ii) Social Security benefits payable; and (iii) any benefits under United’s Savings and Stock Investment Plan. The annual benefit will be paid monthly for a period of fifteen 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. ensures that he 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 15 years. If Mr. Consagra 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.

     Change of Control Agreements. In March of 1994, United entered into agreements with named executive officers Steven E. Wilson, James B. Hayhurst, Jr. and Joe L. Wilson to encourage those executive officers not to terminate their employment with United because of the possibility that United might be acquired by another entity. 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. In August of 2000, United entered into similar change of control agreements with named executive officers Kendal E. Carson and James J. Consagra, Jr. On February 2, 2006, Mr. Carson notified United that he was resigning his positions as an Executive Vice President of United and as President of United Bank (VA). His last date of employment was February 23, 2006. Upon the resignation of Mr. Carson, his change of control agreement terminated and he is not entitled to receive any payments under the agreement. On April 4, 2003, United entered into an employment agreement with J. Paul McNamara that contained change in control provisions similar to agreements with Messrs. S. Wilson, Hayhurst, J. Wilson, Carson, and Consagra. On October 31, 2005, Mr. McNamara retired as Vice Chairman of United Bank (VA). Mr. McNamara’s change of control agreement terminated upon his retirement.

     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 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 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 deemed to occur in the event of a change of ownership of United which must be reported to the Securities and Exchange Commission as a change of control, including but not limited to the acquisition by any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”)) of direct or indirect “beneficial ownership” (as defined by Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of United’s then outstanding securities, or the failure during any period of two (2) consecutive years of individuals who at the beginning of such period constitute the Board for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds (2/3) of the directors at the beginning of the period.

     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; (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 cash incentive award, if any, under United’s Incentive Plan; and (c) continuing participation in employee benefit plans and programs such as retirement, disability and medical insurance for a period of 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.

     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 29, 2006 (the last business day of 2006). The amounts under the row labeled “If Change in Control (CIC) Termination Occurs during FY 2006” assume that a change in control occurred on December 29, 2006. 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 29, 2006 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		Richard M.				Steven E.				James B.				James J.				Joe L.				Kendal E. Carson
Value Transfer		Adams (2)				Wilson (3)				Hayhurst, Jr. (4)				Consagra, Jr. (5)				Wilson (6)				(7)
If Retirement or Voluntary Termination Occurs during FY2006			—				—				—				—				—				—
If Termination for Cause Occurs during FY2006			—				—				—				—				—				—
If Termination Without Cause Occurs during FY2006		$	4,650,000				—				—				—				—				—
If Change in Control (CIC) Termination Occurs during FY2006 (1)		$	4,650,000			$	932,317			$	764,691			$	786,756			$	720,883				—
If Disability Occurs during FY2006		$	6,362,088			$	960,000			$	720,000			$	2,400,000			$	840,000				—
If Death Occurs during FY2006		$	5,650,000			$	643,000			$	543,000			$	625,000			$	516,000				—

Grants of Plan-Based Awards

     There were not any payouts under non-equity incentive plans of the Company or any individual grants of options to purchase the Company’s Common Stock made to the named executives in 2006.

Outstanding Equity Awards at December 31, 2006

     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, 2006.

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																						Plan
																																						Awards:
														Equity																				Equity				Market or
														Incentive																				Incentive				Payout
														Plan																				Plan Awards:				Value of
														Awards:																Market				Number of				Unearned
						Number of								Number of												Number of				Value of				Unearned				Shares,
						Securities				Number of				Securities												Shares or				Shares or				Shares, Units				Units or
						Underlying				Securities				Underlying												Units of				Units of				or Other				Other
						Unexercised				Underlying				Unexercised				Option								Stock That				Stock That				Rights That				Rights That
						Options (#)				Unexercised				Unearned				Exercise				Option				Have Not				Have Not				Have Not				Have Not
		Grant				Exercisable				Options (#)				Options				Price				Expiration				Vested				Vested				Vested				Vested
Name		Date				(1)				Unexercisable				(#)				($)				Date				(#)				($)				(#)				($)
Richard M. Adams			11/14/97				28,000				—				—			$	22.0000				11/14/07				—				—				—				—
			11/05/98				24,000				—				—			$	27.0000				11/05/08				—				—				—				—
			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				—				—				—				—
			11/02/05				30,000				—				—			$	37.1900				11/03/15				—				—				—				—
Steven E. Wilson			11/14/97				14,000				—				—			$	22.0000				11/14/07				—				—				—				—
			11/05/98				10,000				—				—			$	27.0000				11/05/08				—				—				—				—
			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				—				—				—				—
			11/02/05				15,000				—				—			$	37.1900				11/03/15				—				—				—				—
James B. Hayhurst,			11/14/97				10,000				—				—			$	22.0000				11/14/07				—				—				—				—
Jr.			11/05/98				7,000				—				—			$	27.0000				11/05/08				—				—				—				—
			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				—				—				—				—
			11/02/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—

						Option Awards																				Stock Awards
																																						Equity
																																						Incentive
																																						Plan
																																						Awards:
														Equity																				Equity				Market or
														Incentive																				Incentive				Payout
														Plan																				Plan Awards:				Value of
														Awards:																Market				Number of				Unearned
						Number of								Number of												Number of				Value of				Unearned				Shares,
						Securities				Number of				Securities												Shares or				Shares or				Shares, Units				Units or
						Underlying				Securities				Underlying												Units of				Units of				or Other				Other
						Unexercised				Underlying				Unexercised				Option								Stock That				Stock That				Rights That				Rights That
						Options (#)				Unexercised				Unearned				Exercise				Option				Have Not				Have Not				Have Not				Have Not
		Grant				Exercisable				Options (#)				Options				Price				Expiration				Vested				Vested				Vested				Vested
Name		Date				(1)				Unexercisable				(#)				($)				Date				(#)				($)				(#)				($)
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				—				—				—				—
			11/02/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—
Joe L. Wilson			11/05/98				7,450				—				—			$	27.0000				11/05/08				—				—				—				—
			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				—				—				—				—
			11/02/05				10,000				—				—			$	37.1900				11/03/15				—				—				—				—
Kendal E. Carson (2)			—				—				—				—				—				—				—				—				—				—