Form S-4 / A UNITED BANKSHARES INC / WV


(I) Regulatory matters.

(i) Neither United nor any of its subsidiaries or properties is a party or subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a letter of commitment or a similar submission to, or an extraordinary supervision letter from, any Regulatory Authority.

(ii) Neither United nor any of its Affiliates has been informed by a Regulatory Authority that that Regulatory Authority is considering issuing or requesting (or considering the advisability of issuing or requesting) such an order, decree, agreement , memorandum of understanding, commitment letter, supervision letter or similar submission.

(iii) United is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended, and has elected to be treated as a financial holding company as defined by the Gramm-Leach-Bliley Act of 1999.

(iv) As of December 31, 2017, United Bank has duly filed with the Federal Reserve Board and the VBFI and any other applicable government authority, as applicable, all reports, statements, forms, documents filed, information, data, registrations, submissions. statements, certifications and documents, to be filed or provided by it under any applicable law, including all federal and state banking laws, and such reports were complete and correct in all material respects and in accordance in all material respects with the requirements of any applicable law.

(j) In accordance with the laws.

(i) Each of United and its Affiliates complies with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, ordinances or decrees, including, without limitation, Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, Dodd-Frank Wall Street Reform and Consumer Protection Act, Bank Secrecy Act, any regulation promulgated by the Consumer Financial Protection Bureau, Foreign Corrupt Practices Act, Title III of the USA Patriot Act, Interagency Policy Statement on Retail Sales of Investment Products No Deposit, the SAFE Mortgage Licensing Act 2008, the Real Estate Settlement Procedures Act and Regulation X, any other law relating to the bank ecret, discriminatory or abusive or deceptive loans or any other product or service, financing or leasing practices, prevention of money laundering, Sections 23A and 23B of the Federal Reserve Act, and all agency requirements relating to the origin, sale and management of mortgages and consumer loans.

(ii) Each of United and its subsidiaries possesses all material permits, licenses, authorizations, orders and approvals of, and has made all material filings, applications and registrations with all government authorities necessary to enable them to possess or to lease their properties and conduct their business as it is now carried on; all such permits, licenses, certificates of authority, orders and approvals are in full force and to the knowledge of United, no suspension or cancellation of any of them is threatened.

(iii) Neither United nor any of its Subsidiaries has received, since December 31, 2011, any notification or communication from a Government Authority (A) affirming that United or any of its Subsidiaries is not complying with any of the statutes, regulations, or ordinances that such governmental authority enforces or (B) threatens to revoke any license, franchise, permit or governmental authorization (nor, to United’s knowledge, any reason for the foregoing exists).

(iv) As of January 1, 2019, is in compliance with the privacy provisions of the Gramm-Leach-Bliley Act and all other applicable laws relating to consumer privacy.

(v) Neither United nor any of its directors, officers or employees, nor, to United’s knowledge, any agent or other Person acting on behalf of United is currently subject to any sanctions administered by the Office of Foreign Assets Control . As of December 31, 2017, United Bank (i) has duly certified all foreign deposit accounts and made all necessary withholding taxes on all of its deposit accounts, (ii) duly and on time

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