EXHIBIT 10.1

THIRD AMENDED EMPLOYMENT AGREEMENT

BETWEEN

UNITED BANKSHARES, INC.

AND

RICHARD M. ADAMS

TABLE OF CONTENTS

						PAGE
I.		EMPLOYMENT					3
II.		DUTIES AND RESPONSIBILITIES					3
		A.		As Chairman and Chief Executive Officer of United			3
		B.		As Chairman and Chief Executive Officer of Bank			3
		C.		Full Time Employment — Best Efforts			3
III.		TERM; EXTENSIONS					4
IV.		TERMINATION OF EMPLOYMENT BY EMPLOYER OR ADAMS					4
		A.		Mutual Agreement			6
		B.		Death			6
		C.		Disability			6
		D.		For Cause			6
		E.		Change in Control			6
		F.		Breach by United			7
		G.		Insolvency, etc.			7
V.		COMPENSATION AND REIMBURSEMENTS					7
		A.		Base Salary			7
		B.		Incentive Pay			8
		C.		Fringe Benefits			8
		D.		Club and Organization Membership and Dues			8
		E.		Business Expenses			9
		F.		Termination Payments			9
		G.		Six-Monty Delay			10
VI.		ADDITIONAL PAYMENT BY UNITED					11
		A.		Gross-Up Payment			11
		B.		Determination of Gross-Up Payment			12

						PAGE
VII.		MISCELLANEOUS PROVISIONS					12
		A.		Notices			12
		B.		Prior Agreements			13
		C.		Amendments			13
		D.		Governing Law			13
		E.		Headings			13
		F.		Severability of Provisions			13
		G.		Indemnification			13
		H.		Authority to Execute Documents			14
		I.		Waiver of Breach			14
		J.		Binding Effect and Assignability			14
		K.		Withholding			15
		L.		Counterparts			15

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
UNITED BANKSHARES, INC.
AND
RICHARD M. ADAMS

          THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Restated Agreement”), made and entered into the       day of                      , 2008, by and among Richard M. Adams (“Adams”) and United Bankshares, Inc., a West Virginia corporation and bank holding company (“United”); provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005.

WITNESSETH:

          WHEREAS, Adams is Chairman, Chief Executive Officer, and a Director of United and Chairman, Chief Executive Officer and a Director of United National Bank, a national banking association (“Bank”), and

          WHEREAS, United and Adams entered into an Employment Agreement dated April 11, 1986 (the “Employment Agreement”), effective for a five (5) year term from April 1, 1986, with the provision that the Employment Agreement could be annually extended by one (1) year to maintain a rolling five (5) year contract, and

          WHEREAS, United and Adams entered into an Amended Employment Agreement dated February 16, 1989 and an Amended Employment Agreement dated April 1, 1993 (the “Amended Employment Agreements”), to provide for the continued employment of Adams, and

          WHEREAS, United has extended either the Employment or Amended Employment Agreements for additional one (1) year periods in each year subsequent to 1986, and

          WHEREAS, the Board of United extended the Amended Employment Agreement through March 31, 2007, with certain agreed upon modifications, and entered into a Second Amended Employment Agreement by and between United and Adams dated November 1, 2001, and

          WHEREAS, by this Agreement United and Adams desire to amend and restate the Second Amended Employment Agreement, as this Third Amended and Restated Agreement, and to reflect that

such Agreement, as so amended and restated, shall extend through March 31, 2013, such amended and restated agreement to supersede the Employment Agreement, the Amended Employment Agreement, and the Second Amended Employment Agreement, and for the purpose of complying with the requirements of Code Section 409A and United and Adams intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly, notwithstanding any other provisions of this amended and restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), Adams, by executing this Agreement, shall be deemed to have elected, on or before December 31, 2008, the timing and form of distribution provisions of this Third Amended and Restated Agreement, and to have otherwise further revised this Agreement, all prior to December 31, 2008,

          WHEREAS, the Board of Directors of United desire to confirm that it is in the best interests of United and the Bank to enter into this Agreement with Adams to ensure continuity of leadership and to ensure that United and Bank will have the benefit of his services as an employee of United and Bank and any of their affiliated companies for a reasonable period of time in the future, and

          WHEREAS, Adams is willing to provide the herein described services to United, Bank and their affiliates,

          NOW, THEREFORE, for and in consideration of the premises, their mutual promises, and the other good and valuable consideration herein specified, the receipt of which is hereby acknowledged by the parties hereto, the parties agree as follows:

      EMPLOYMENT

          United employs Adams and Adams accepts employment as the Chairman and Chief Executive Officer of United. All employment shall be in accordance with and subject to the terms and conditions of this Agreement and is sometimes herein referred to as the “Employment.”

      DUTIES AND RESPONSIBILITIES

          A.  As Chairman and Chief Executive Officer of United . Adams, as Chairman and Chief Executive Officer of United, shall be the sole Chief Executive Officer of United. He shall report to and shall be responsible only to the Board of Directors of United, and he shall have direction and control of the duties and responsibilities of all other United officers and employees, regardless of the title or position of any such other officer or employee, except that the United Auditor shall report to and shall be responsible only to the Board of Directors. As Chairman and Chief Executive Officer, Adams will perform all the duties and shall have all the responsibilities normally imposed upon and held by the Chief Executive Officer of a bank holding company, and he shall have the duty and responsibility of carrying out and executing the business policies of United as established from time to time by the Board of Directors, and he shall have such other specific duties and responsibilities relating to United and its affiliates as may be assigned to him from time to time by the Board of Directors.

          B.  As Chairman and Chief Executive Officer of Bank . Adams shall serve as the Chairman and Chief Executive Officer of Bank and shall report to and shall be responsible only to the Board of Directors of Bank.

          C.  Full Time Employment — Best Efforts . Adams shall devote full time and his best efforts at all times to the performance of his duties for United, the Bank, and other subsidiaries and affiliates of United and Bank. He shall not be employed by, nor shall he devote any of his time and efforts to the furtherance of interests of any other person, firm or corporation except United, the Bank and other United subsidiaries and affiliates and such other entities as may be approved by the Board of Directors of United. It is contemplated that Adams shall serve in banking, business, civic and social activities that will consume some part of his time and efforts, and such activities are encouraged and expected by United as part of Adams’ position with United and the Bank and as part of the banking, business, civic and social communities of the State of West Virginia, and nationally, and the provisions of this Agreement are not

intended to restrict such activities by Adams so long as such activities do not interfere with his duties and responsibilities as defined in this Agreement.

      TERM; EXTENSIONS

          The term of employment of Adams by United shall be until March 31, 2013 and this Agreement shall remain in force and effect during such period unless sooner terminated or extended as provided herein.

          The Compensation Committee of United shall review this Agreement at least annually, and may, with the approval of Adams, extend the term of this Agreement annually for additional one (1) year periods.

          The term of this Agreement shall extend until all obligations under this Agreement have been fully performed by United.

      TERMINATION OF EMPLOYMENT BY EMPLOYER OR ADAMS

          “Termination of Employment” or “termination” under this Agreement shall mean “Separation from Service” as defined in Code Section 409A and the regulations and guidance thereunder, which shall mean and include, to the extent consistent with Code Section 409A and the regulations and guidance thereunder, the severance of Adams’ employment with United, Bank and any affiliate for any reason. Adams separates from service with United, Bank and any affiliate if he dies, retires, separates from service because of Adams’ Disability, or otherwise has a termination of employment with United, Bank and any affiliate. However, the employment relationship is treated as continuing intact while Adams is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as Adams’ right to reemployment with United, Bank or any affiliate, as the case may be, is provided either by statute or by contract. If the period of leave exceeds six months and Adams’ right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes Adams to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for

such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A and applicable regulations thereunder, including but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availablility to perform services after a purported termination of services or availability to perform services after a purported Separation from Service and (ii) in any instance in which Adams is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Adams shall only be considered to meet the requirements of a Separation from Service hereunder if Adams meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply, (iii) in any instance in which Adams is an employee and an independent contractor of United or any Affiliate or both Adams must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if Adams provides services both as an employee and a member of the Board of Directors of United or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether Adams has had a Separation from Service as an employee under this Agreement, provided that no plan in which Adams participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

          Employment of Adams may be terminated by any one of the following prior to the expiration of its normal term, provided that unless otherwise agreed to by the parties, all employment by both United and Bank shall be terminated simultaneously and termination of employment by either United or Bank shall automatically terminate employment with the other in which case Adams shall be entitled to the benefits due and payable upon termination set forth elsewhere herein:

          A.  Mutual Agreement . By mutual agreement of the parties upon such terms and conditions as they may agree.

          B.  Death . By United upon the death of Adams and United shall be considered to have terminated Adams’ employment on his date of death if he has not had a Separation from Service prior to death.

          C.  Disability . By United upon the legal Disability of Adams, (and United shall be considered to have terminated Adams’ employment on his Disability if he has not had a Separation from Service prior to Disability) and Adams shall be considered “Disabled” or to have a legal “Disability” if Adams (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of United, Bank or an affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A.

          D.  For Cause . By United for cause upon giving Adams thirty (30) days advance notice of such termination, specifying the cause of termination.

          E.  Change in Control . By Adams, at his discretion, within six (6) months of the effective date of a Change in Control. For the purpose of this Agreement, a “Change in Control” shall mean, with respect to (i) United, Bank or such affiliate for whom Adams is performing services at the time of the Change in Control Event; (ii) United, Bank or such affiliate that is liable for the payment to Adams hereunder, or under that certain Amended and Restated Supplemental Retirement Agreement between United and Adams effective January 1, 2005 (hereinafter the “Supplemental Agreement,”) as the case may be, (or all corporations liable for the payment if more than one corporation is liable) but only if either the payment under this Agreement or said Supplemental Agreement, as the case may be, is attributable to the performance of service by Adams for United or for such Bank or Affiliate, as the case may be, that is liable for the payment to Adams hereunder or under said Supplemental Agreement,

as the case may be, or there is a bona fide business purpose for United or for such Bank or Affiliate, as the case may be, that is liable for the payment to Adams hereunder, or under said Supplemental Agreement, as the case may be, to be liable for such payment and, in either case, no significant purpose of making United or for such Bank or Affiliate, as the case may be, that is liable for the payment to Adams hereunder, or under said Supplemental Agreement, as the case may be, liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control of the corporation, as defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue Service thereunder, meeting the requirements of such Change in Ownership of the corporation or Change in Effective Control of the corporation as a “Change in Control Event” thereunder.

          F.  Breach by United . By Adams in the event of a material breach by United of any of the terms or conditions of this Agreement.

          G.  Insolvency, etc . By Adams, at his sole option, in the event of the business failure, insolvency, bankruptcy, or assignment for the benefit of creditors of or by United or Bank.

      COMPENSATION AND REIMBURSEMENTS

          A.  Base Salary . United shall pay Adams for his service to both United and Bank, a base salary at an annual rate not less than $536,000.00, payable in equal semi-monthly installments. Adams’ base salary for calendar year 2002 has been set at $536,000.00. Adams’ performance shall be evaluated by the Compensation Committee of United at least once each twelve month period, and such evaluation shall be the basis of determining whether the compensation payable to Adams shall be increased in the judgment of such committee directors. No decreases in the base salary shall be permitted during the term. In addition, for service as a member of the Boards of Directors of United or any of United’s subsidiaries or affiliates, or their respective committees, Adams shall receive such sums as may be paid to members and officers of such boards for their services.

          B.  Incentive Pay . In addition to the base salary herein provided for, Adams shall be entitled to receive incentive compensation from United or Bank in accordance with plans adopted by their

Boards of Directors, and such incentive compensation if not deferred by Adams pursuant to any deferral election which may be available to Adams under any plan adopted by United or Bank (if any), shall be paid with respect to services rendered by Adams in any year no later than the fifteenth day of the third month of the following year.

          C.  Fringe Benefits . United shall afford to Adams and his family the benefit of all fringe benefits afforded to other United or bank officers, such as pension, life insurance, health and accident insurance benefits.

          D.  Club and Organization Membership and Dues . United shall maintain the cost of stock or membership certificate and the cost of the initiation fee for memberships for a family (general membership) in one or more country clubs in the trade areas of the Bank, which Adams shall select, plus dues, assessments and other costs of maintaining such memberships. United shall also pay Adams’ membership fees and dues in banking, business, civic, and social organizations in which Adams is a participating member. The benefits under this Section V D shall cease upon Separation from Service of Adams and no such benefits or expenses which are incurred after or attributable to any time period after Separation from Service of Adams shall be paid or reimbursed hereunder. The reimbursement of an eligible expense shall be made by United no later than the last day of Adams’ taxable year during which the expense was incurred, or if later, the fifteenth day of the third month after such expense was incurred, and Adams is required to request reimbursement and substantiate any such expense no later than ten days prior to the last date on which United is required to provide reimbursement for such expense hereunder. In addition, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Adams’ taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and the right to reimbursement or in-kind benefits hereunder is not subject to liquidation or exchange for any other benefit.

          E.  Business Expenses . United shall reimburse Adams for all reasonable expenses incurred by Adams in carrying out his duties and responsibilities, including furnishing an automobile for use by Adams, with the costs of purchase, maintenance and operation to be borne by United, all provided such expense is incurred by Adams prior to Separation from Service. The reimbursement of an eligible expense shall be made by United no later than the last day of Adams’ taxable year during which the expense was incurred, or if later, the fifteenth day of the third month after such expense was incurred, and Adams is required to request reimbursement and substantiate any such expense no later than ten days prior to the last date on which United is required to provide reimbursement for such expense hereunder. The

amount of expenses eligible for reimbursement, or in-kind benefits provided, during Adams’ taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits under this Agreement is not subject to liquidation or exchange for another benefit. In addition, the right to reimbursement or in-kind benefits under this Agreement is all subject to the provisions of Section V G so that in the event that any reimbursement would be payable hereunder on or before the date which is six months after a Separation of Service of Adams other than by death, such payment shall instead be made on the date which is six months after the date of such Separation of Service of Adams other than by death.

          F.  Termination Payments . In the event of termination of Adams’ employment prior to expiration of the term of this Agreement, Adams or his family shall be compensated as follows:

               (1) If terminated under Article IV, Sections A, B, C, D (excepting under Section D terminations based solely upon (i) excessive absenteeism without approval of United or the Bank, not caused by disability, (ii) gross or willful neglect of duty resulting in some substantial loss to United or the Bank after Adams has been given written direction and reasonable time to perform such duties, (iii) any acts or omissions on the part of Adams which when proven constitute fraud or commission of any criminal act involving the person or property of others or the public generally, (iv) or any combination of (i), (ii) or (iii) above), E or F of this Agreement, then United shall pay Adams (or his family or estate) in a lump sum amount equal to his base salary for a sixty (60) month period, payable on the date of termination or Separation from Service provided, however, that if such termination or Separation from Service is other than by death, than such payment, in accordance with Article V Section G, shall be made on the date which is six months after Adams’ termination or Separation from Service, provided that payment hereunder shall be treated as having been made on a date specified in this Agreement if it is made after the designated date but on a date within the same calendar year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date to the extent permitted under Code Section 409A and the regulations and guidance thereunder and provided that, in any event, Adams is not permitted, directly or indirectly, to designate the taxable year of any payment.

               (2) If terminated under Article IV, Section D, based solely upon (i) excessive absenteeism without approval of United or the Bank, not caused by disability, (ii) or gross or willful neglect of duty resulting in some substantial loss to United or the Bank after Adams has been given written

direction and reasonable time to perform such duties, (iii) any acts or omissions on the part of Adams which when proven constitute fraud or commission of any criminal act involving the person or property of others or the public generally, (iv) or any combination of (i), (ii), or (iii) above, United shall pay Adams’ base salary only for such period of his active full-time employment to the date of the termination.

               (3) The payments provided for in the event of Adams’ termination are in the nature of additional compensation and liquidated damages and upon termination, Adams shall have no obligation to mitigate damages incurred by him in connection with such termination and he shall be absolutely entitled to receive said payments, and upon termination, United shall not be liable to Adams for any further payments to Adams for other damages or compensation, except liabilities to Adams incurred prior to termination under the other provisions of this Agreement.

          G.  Six-Month Delay . Notwithstanding the provisions of Section V F or any other provision of this Agreement, if any payment is to be made upon or based upon Adams’ Separation from Service other than by death, under Section V F or any other provision of this Agreement, and such payment is to be made within six months after Adams’ date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Adams (other than by death,) provided further, however, that in the case of any such payment which is to be made in installments, with the first such installment to be paid on or within six months after the date of Separation from Service other than by death, then, upon Separation from Service other than by death of Adams, notwithstanding any other provision of this Agreement, the first such installment shall be paid on the date which is six months after such Separation from Service of Adams (other than by death,) with the installments to follow such first such payment in monthly intervals thereafter until fully paid hereunder.

      ADDITIONAL PAYMENT BY UNITED

          A.  Gross-Up Payment . Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by United, Bank and any other subsidiaries and affiliates of United and Bank to or for the benefit of Adams (whether paid or payable or distributed or distributable pursuant to this Agreement, the Supplemental Retirement Agreement between United and Adams or any other agreement, contract, plan or arrangement, but determined without regard

to any additional payments required under this Article VI) (any such payments and distributions collectively referred to as “Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereinafter be imposed or any interest and penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then United shall pay to Adams an additional payment (the “Gross-Up Payment”) equal to one hundred percent (100%) of Excise Tax and one hundred percent (100%) of the amount of any federal, state and local income taxes and Excise Tax imposed on the Gross-Up Payment, all provided that any and all such Gross-Up Payment or Payments shall be paid to Adams no later than the last day of Adams’ taxable year next following the taxable year in which Adams remits the Excise Taxes with respect to which such Gross-Up Payment is made and all subject to the provisions of Section III G so that in the event that any Gross-Up Payment would be payable hereunder on or before the date which is six months after a Separation of Service of Adams other than by death, such payment shall instead be made on the date which is six months after the date of such Separation of Service of Adams other than by death.

          B.  Determination of Gross-Up Payment. All determinations required to be made under this Article VI, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the firm of independent accountants selected by United to audit its financial statements (the “Accounting Firm”) which shall provide, no later than thirty days prior to the last day of Adams’ taxable year next following the taxable year in which Adams remits any such Excise Taxes, detailed supporting calculations both to United and Adams. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a “Change in Control,” Adams shall appoint another nationally recognized accounting firm to make, no later than thirty days prior to the last day of Adams’ taxable year next following the taxable year in which Adams remits any such Excise Taxes, the determinations required hereunder (which accounting firm shall then be referred to the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by United. Any Gross-Up Payment, as determined pursuant to this Article VI, shall be paid to Adams within 30 days of the receipt of the Accounting Firm’s determination, or the last day of Adams’ taxable year next following the taxable year in which Adams remits the Excise Taxes with respect to which such Gross-Up Payment is made, whichever is earlier, all subject to the provisions of Section III G so that in the event that any Gross-Up Payment would be payable hereunder on or before the date which is six months after a Separation of Service of Adams other than by death, such payment shall instead be

made on the date which is six months after the date of such Separation of Service of Adams other than by death.

     VII. MISCELLANEOUS PROVISIONS

          A.  Notices . Whenever notices are given pursuant to this Agreement, or with relation to any matter arising hereunder, such notices shall be given to such parties at the address set opposite their name below, and shall be given in writing, by registered mail, return receipt requested:

          B.  Prior Agreements . This Agreement represents the entire agreement between the parties, and all prior representations, promises or statements are merged with and into this document.

          C.  Amendments . Any amendments to this Agreement must be in writing and signed by all parties hereto except that extensions of the term of this Agreement under Article III may be evidenced by Compensation Committee minutes, all provided that (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this paragraph VII C are irrevocable.

          D.  Governing Law . The laws of West Virginia shall govern the interpretation and enforcement of this Agreement.

          E.  Headings . The headings used in this Agreement are used solely for the convenience of the parties and are not to be used in construing or interpreting the Agreement.

          F.  Severability of Provisions . The effect of a determination by a court of competent jurisdiction that one or more of the contract clauses is or are found to be unenforceable, illegal, contrary to public policy, or otherwise unenforceable, then this Agreement shall remain in full force and effect except for such clauses.

          G.  Indemnification . United agrees that they will indemnify and hold harmless Adams (to the extent permissible under applicable law) from and against all costs and expenses, including without limitation, all court costs and attorneys’ fees, incurred by him in defending any and all bona fide claims, demands, proceedings, suits or actions, actually instituted or threatened, by third parties, against Adams, United or Bank, or any combination thereof, where such claim is based on actions or failures to act by Adams in his capacity as Chairman, Chief Executive Officer, and a Director of United and Chairman, Chief Executive Officer and a Director of Bank, or any combination of such capacities, or in any other capacity as an employee of either or both of United and Bank, but only if such bona fide claim, demand, proceeding, suit or action, actually instituted or threatened, is one involving this Agreement, its validity or enforceability or with respect to any payments to be made pursuant thereto. Provided further, however, that in the event of any such bona fide claims, suits or actions, where such claim, suit or proceeding is (i) based on actions or failures to act by Adams in his capacity as Chairman, Chief Executive Officer, and a Director of United and Chairman, Chief Executive Officer and a Director of Bank, or any combination of such capacities, or in any other capacity as an employee of either or both of United and Bank, (ii) involves this Agreement, its validity or enforceability or with respect to any payments to be made pursuant thereto and (iii) is a claim, suit or proceeding between Adams and United or Bank involving this Agreement, Adams shall be indemnified pursuant to this if he ultimately prevails in such claim, suit or action.

          H.  Authority to Execute Documents . The undersigned representatives of United certifies and represents that he is authorized to enter into its binding agreement with Adams.

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

          J.  Binding Effect and Assignability . This Agreement shall insure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives, including any entity with which United or Bank may merge or consolidate or to which

either of them may transfer all or substantially all of their assets. Insofar as Adams is concerned, this Agreement, being personal, cannot be assigned as to performance or for any other purpose.

          K.  Withholding . Adams shall make appropriate arrangements with United and the Bank, as applicable, for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to any payment under the Agreement.

          L.  Counterparts . This Agreement may be executed in one or more counterparts, which together shall constitute an original.

          WITNESS the following signatures this       day of                      , 2008:

EXHIBIT 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

           THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT , entered into as of the         day of                  , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between MARATHON FINANCIAL CORPORATION, a Virginia corporation, predecessor by merger to PREMIER COMMUNITY BANKSHARES, INC., a Virginia corporation, predecessor by merger to GEORGE MASON BANKSHARES, INC. (the “Corporation”), UNITED BANKSHARES, INC. (“United”) and DONALD L. UNGER (the “Executive”).

WITNESSETH:

           WHEREAS, the Corporation desires to retain the services of Executive on the terms and conditions set forth herein and, for purpose of effecting the same, the Board of Directors of the Corporation and United have approved this Employment Agreement and authorized its execution and delivery on the Corporation and United’s behalf to the Executive; and

           WHEREAS, prior to July 13, 2007, the Executive was the duly elected and acting President and Chief Executive Officer of the Corporation and, as such, his advice and counsel to the Corporation is deemed important to the Board of Directors of the Corporation, the Corporation, United and its stockholders; and

           WHEREAS, prior to July 13, 2007, the services of the Executive, and, from and after July 13, 2007, his experience and knowledge of the affairs of the Corporation, and his reputation and contacts in the industry are extremely valuable to the Corporation; and

           WHEREAS, the Corporation wishes to attract and retain such well-qualified executives and it is in the best interests of the Corporation and of the Executive to have secured the continued services of the Executive up to July 13, 2007, and to offer Executive the opportunity, but not to require Executive, to continue performing certain services thereafter; and

           WHEREAS, the Corporation considers the establishment and maintenance of a sound and vital management to be part of its overall corporate strategy and to be essential to protecting and enhancing the best interests of the Corporation, United and its stockholders; and

           WHEREAS, the Corporation, by Marathon Financial Corporation, predecessor by merger to Premier Community Bankshares, Inc., predecessor by merger to the Corporation, entered into an Employment Agreement with the Executive dated April 1, 1998;

           WHEREAS, by this Agreement, the Corporation, United and the Executive desire to amend and restate the Employment Agreement, and for the purpose of complying with the requirements of Code Section 409A, and for the purpose of setting forth, in writing, certain additional agreements entered into between the Executive, the Corporation and United in 2007 and 2008, and the Corporation, United and the Executive intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly,

notwithstanding any other provisions of this Amended and Restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 (except for payments to be made in 2007 and 2008 under Section 4 of this Agreement,) and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, (other than any payments made in 2007 under Section 4) or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, (other than any payments made in 2008 pursuant to Section 8(d) or any payment made in 2008 under Section 4,) and, to the extent necessary, to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), the Executive, by executing this amended and restated Agreement, shall be deemed to have elected, on or before December 31, 2008, the timing and form of distribution provisions of this Amended and Restated Agreement, and to have otherwise further revised this Agreement, all prior to December 31, 2008,

           NOW, THEREFORE, to assure the Corporation of the Executive’s continued dedication, prior to July 13, 2007, and to offer to Executive the opportunity to provide thereafter the benefit of his advice and counsel to the Board of Directors of the Corporation, and to induce the Executive to remain and continue in the employ of the Corporation prior to July 13, 2007 and to offer Executive the opportunity, but not to require, Executive to perform services thereafter, and for other good and valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, the Corporation, United and the Executive hereby agree as follows:

           1.  EMPLOYMENT :

          (a) In General. The Corporation agrees to, and does hereby employ the Executive, and the Executive agrees to, and does hereby accept such employment, for the period beginning as of the date hereof and ending on March 31, 1999, which period of employment may be extended or terminated only upon the terms and conditions hereinafter set forth. Notwithstanding the foregoing, the Corporation, United and the Executive acknowledge and agree that this Agreement was extended for successive one year periods up to and including the period from April 1, 2007 to April 2, 2008, but that for the period from July 13, 2007 to July 13, 2009, Executive is not required to perform services hereunder, but may do so in his discretion, unless and until (i) resignation by Executive (ii) termination of Executive by the Corporation or United, (iii) Disability or death of Executive or (iv) July 13, 2009, whichever is earlier.

          (b) Specified Employee. The Executive is a “Specified Employee” if the Executive shall meet the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12-month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year (or otherwise meeting the requirements applicable to qualification as a “Specified Employee” under Code Section 409A and the regulations and guidance issued thereunder) that the Executive shall, in such event, for purposes of this Agreement, thereafter be a Specified Employee under this Agreement for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

     (c) Separation from Service. “Separation from Service” or termination of employment means the severance of the Executive’s employment with the Corporation, United or any

Affiliate for any reason. The Executive separates from service with the Corporation, United or any Affiliate if he dies, retires, separates from service because of the Executive’s Disability, or otherwise has a termination of employment with the Corporation, United or Affiliate. However, the employment relationship is treated as continuing intact while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive’s right to reemployment with the Corporation, United or Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A including, but not limited to, (i) an examination of the relevant facts and circumstances , as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, and in the event the level of services performed by Executive permanently decreases to no more than 20 percent of the average level of bona fide services performed for the Corporation, United or any affiliate, (whether as an employee or an independent contractor,) over the immediately preceding 36-month period, the Executive shall be presumed to have a Separation from Service, (ii) in any instance in which the Executive is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans”), then in such instance the Executive shall only be considered to meet the requirements of a Separation from Service hereunder if the Executive meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply (iii) in any instance in which the Executive is an employee and an independent contractor of the Corporation, United or any Affiliate or both, the Executive must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if the Executive provides services both as an employee and a member of the Board of Directors of the Corporation, United or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether the Executive has had a Separation from Service as an employee under this Agreement, provided that no plan in which the Executive participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

           2.  RENEWAL TERM : This Agreement may be renewed and extended for successive terms of 12 months each by an appropriate written instrument executed by the Executive and on behalf of the Corporation or United. Any decision by the Corporation or United to renew and extend this Agreement shall not bind the Corporation or United unless such decision is reviewed and

approved by the Board of Directors of the Corporation or United. If this Agreement is neither renewed and extended in writing before the end of its term or any renewal term nor expressly terminated, it shall automatically renew for successive one-year periods. Notwithstanding the foregoing, the Corporation, United and the Executive acknowledge and agree that this Agreement was extended for successive one year periods up to and including the period from April 1, 2007 to April 2, 2008, but that from and after July 13, 2007, for the period from July 13, 2007 to July 13, 2009, or any part thereof, Executive is not required to perform services hereunder, but may do so in his discretion, unless and until (i) resignation by Executive (ii) termination of Executive by the Corporation or United, (iii) Disability or death of Executive or (iv) July 13, 2009, whichever is earlier, and that this Agreement shall thereupon terminate, subject to fulfillment of provisions of this Agreement which by their terms impose obligations after termination, as the case may be.

           3.  EXECUTIVE DUTIES : The Executive agrees that, during the term of his employment under this Agreement and in his capacity as President and Chief Executive Officer, he will devote his full business time and energy to the business, affairs and interests of the Corporation and serve it diligently and to the best of his ability. The services and duties to be performed by the Executive shall be those appropriate to his office and title as currently and from time to time hereafter specified in the Corporation’s by-laws or otherwise specified by its Board of Directors or by United’s Board of Directors. Notwithstanding the foregoing, the Corporation, United and the Executive acknowledge and agree that this Agreement was extended for successive one year periods up to and including the period from April 1, 2007 to April 2, 2008, but that from and after July 13, 2007, for the period from July 13, 2007 to July 13, 2009, Executive is not required to perform services hereunder, but may do so in his discretion, unless and until (i) resignation by Executive (ii) termination of Executive by the Corporation or United, (iii) Disability or death of Executive or (iv) July 13, 2009, whichever is earlier.

           4.  COMPENSATION :

          (a) The Corporation agrees to pay the Executive, and the Executive agrees to accept, as compensation for all services rendered by him to the Corporation during the period of his employment under this Agreement, base salary at the annual rate of One Hundred Eight Thousand Dollars ($108,000.00), which shall be payable in monthly, semi-monthly or bi-weekly installments in conformity with the Corporation’s policy relating to salaried employees. Such salary may be increased in the sole and absolute discretion of the Corporation’s or United’s Board of Directors or Committee thereof duly authorized by the Board to so act; provided, however, that said annual salary, after being so increased, shall not be decreased without prior written consent of the Executive. Notwithstanding the foregoing, from and after the Change of Control on July 13, 2007, for the period from July 13, 2007 to July 13, 2009, regardless of whether or not the Executive performs any services during such period or any part thereof, and regardless of any termination of this Agreement, other than a termination of the Executive for Cause, but ‘for Cause’ shall not include a termination for failure to perform services hereunder, the Corporation and United acknowledge and agree that Executive shall receive payment of salary hereunder for such period from July 13, 2007 to July 13, 2009.

          (b) The Board of Directors of the Corporation or United from time to time may authorize the payment of cash bonuses to the Executive. In lieu of cash payments, the Board of Directors shall select a bonus value and the Corporation may grant to the Executive an option to purchase common stock of the Corporation or United at the fair market value per share of such stock at

the date of grant. The duration of any such stock option shall be fixed at the date of grant and the fixed period shall be not less than five (5) years or more than ten (10) years in the discretion of the Board of Directors. The value of any such option shall be equal or approximately equal to the bonus value selected by the Board of Directors. After the Board of Directors has selected the bonus value and the duration of the option, the independent certified public accountants regularly engaged by the Corporation or United shall compute the number of shares of the Corporation or United common stock to be covered by the option, employing the same method used by the Corporation or United to value the stock options for financial accounting purposes. Any bonus awarded hereunder, if any, in respect of services rendered by Executive during a calendar year shall be payable by the Corporation or United, as the case may be, to Executive on or before the fifteenth day of the third calendar month after such calendar year.

          (c) The Executive may elect to defer a portion of his annual salary and/or bonus into a deferred compensation plan other than the 401(k).

           5.  PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND MOVING EXPENSES:

          (a) During the term of employment under this Agreement, the Executive shall be entitled to participate in any pension, group insurance, hospitalization, deferred compensation or other benefit, bonus or incentive plans of the Corporation presently in effect (including, without limitation, the Corporation’s stock option plans) according to the terms of the applicable plan documents or hereafter adopted by the Corporation and generally available to any employees of senior executive status and, additionally, the Executive shall be entitled to have the use of the Corporation’s facilities and executive benefits as are customarily made available by the Corporation to its executive officers. Prior to Separation of Service of Executive, the Corporation shall continue to provide the Executive a motor vehicle for personal and business use.

          (b) During the term of this Agreement, to the extent that such expenditures are substantiated by the Executive as required by the Internal Revenue Service and policies of the Corporation, the Corporation shall reimburse the Executive promptly for all expenditures (including travel, entertainment, parking, business meetings, and the monthly costs, including dues, of maintaining memberships at appropriate clubs) made in accordance with rules and policies established from time to time by the Board of Directors of the Corporation in pursuance and furtherance of the Corporation’s business and good will, all provided such expense is incurred by the Executive prior to July 13, 2009. The reimbursement of an eligible expense shall be made by the Corporation no later than the last day of Executive’s taxable year during which the expense was incurred or, if later, the fifteenth day of the third month after such expense was incurred, and the Executive is required to request reimbursement and substantiate any such expense no later than ten days prior to the last date on which the Corporation is required to provide reimbursement for such expense hereunder. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits under this Agreement is not subject to liquidation or exchange for another benefit. In addition, the right to reimbursement or in-kind benefits under this Agreement is all subject to the provisions of Section 8(d) so that in the event that any reimbursement would be payable hereunder on or before the date which is six months after a Separation of Service of the Executive other than by death, if the Executive is a Specified Employee on such date, such

payment shall instead be made on the date which is six months after the date of such Separation of Service of the Executive other than by death.

           6.  ILLNESS : In the event the Executive is unable to perform his duties under this Agreement on a full-time basis for a period of six (6) consecutive months by reason of illness or other physical or mental disability, and at or before the end of such period he does not return to work on a full-time basis, the Corporation may terminate this Agreement without further or additional compensation payment being due the Executive from the Corporation pursuant to this Agreement, except benefits accrued through the date of such termination under employee benefit plans of the Corporation. These benefits shall include long-term disability and other insurance or other benefits then regularly provided by the Corporation to disabled employees, as well as any other insurance benefits so provided. “Disability” or “Disabled” shall mean that the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Corporation or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A.

           7.  DEATH : In the event of the Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by the Executive in writing) shall be paid, on the date of death, provided, however, that in accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Agreement if it is made on a later date within the Executive’s same taxable year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date, provided that, in any event, the Executive is not permitted, directly or indirectly, to designate the taxable year of any payment, in a lump sum, the cash equivalent of the Executive’s compensation from the Corporation at the rate in effect at the time of the Executive’s death for a period of one (1) month from the date of the Executive’s death.

           8.  TERMINATION WITHOUT CAUSE/RESIGNATION FOR GOOD REASON :

          (a) Notwithstanding the provisions of Section 1 hereof, the Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive’s employment under this Agreement at any time in any lawful manner by giving not less than thirty (30) days written notice to the Executive. The Executive may resign for Good Reason (as hereafter defined) at any time by giving not less than thirty (30) days written notice to the Corporation. If the Corporation terminates the Executive’s employment without Cause or the Executive resigns for Good Reason, then in either event:

               (i) Starting on the date of Executive’s Separation from Service pursuant to this Section 8(a), all subject to the provisions of Section 8(d) below, the Executive shall be paid for the remainder of the then current term of this Agreement, in monthly installments, the salary required under Section 4 that the Executive would have been entitled to receive during the remainder of the

then current term of this Agreement had such termination not occurred; provided, however that if Executive’s Separation from Service shall occur after July 13, 2007, the Executive, the Corporation and United acknowledge and agree that payment shall be made to Executive solely under Section 4 and that payment, made under Section 4 shall be the only payment due to Executive under Section 4 and this Section 8(a)(i), as Executive is entitled to receive payments under Section 4, for the period July 13, 2007 to July 13, 2009, even if a termination or Separation from Service occurs, and

               (ii) The Executive will continue to participate, without discrimination, for the period of time during which the Executive 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 Executive elected such coverage and paid the applicable premiums, but in no event shall such period exceed the remainder of the then current term of this Agreement had such termination not occurred, in any plan of disability insurance and any plan of medical insurance maintained after any such Separation from Service pursuant to this Section 8(d) for employees, in general, of the Corporation, or any successor organization, provided the Executive’s continued participation is possible under the general terms and conditions of such plans. In the event the Executive’s participation in any such plan is barred, the Corporation shall arrange to provide the Executive, for the period of time during which the Executive 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 Executive elected such coverage and paid the applicable premiums, but in no event shall such period exceed the remainder of the then current term of this Agreement following the Date of Separation from Service, with medical expense or reimbursement benefits substantially similar to those which the Executive would have been entitled had his participation not been barred, provided the cost of providing such benefits does not exceed 200% of the Corporation’s cost at the date the Executive’s employment terminates. However, in no event will the Executive receive from the Corporation the employee benefits contemplated by this section if the Executive receives comparable benefits from any other source. In addition, the amount of expenses eligible for reimbursement, or in-kind benefits provided hereunder, if any, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, any reimbursement of an eligible expense hereunder must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit, and if any such reimbursement of expenses or in-kind benefit payment is deferred compensation within the meaning of Code Section 409A and the regulations thereunder, then such reimbursement or such in-kind benefit payment shall be subject to the provisions of Section 8 (d) below, and

          (b) For purposes of this Agreement, “Good Reason” shall mean:

               (i) The assignment of duties to the Executive by the Corporation which are materially different from the Executive’s duties on the date hereof, or result in the Executive having significantly less authority and/or responsibility than he has on the date hereof, without his express written consent; or

               (ii) The removal of the Executive from or any failure to re-elect him to the position of President and Chief Executive Officer of the Corporation, except in connection with a

termination of his employment by the Corporation for Cause or by reason of the Executive’s disability; or

               (iii) A reduction by the Corporation of the Executive’s base salary, as the same may have been increased from time to time; or (iv) The failure of the Corporation to provide the Executive with substantially the same or comparable fringe benefits (including paid vacations) that were provided to him immediately prior to the date hereof; or

               (v) The failure of the Corporation to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 11 (c) hereof; or

          (c) Resignation by the Executive for Good Reason shall be communicated by a written Notice of Resignation to the Corporation. A “Notice of Resignation” shall mean a notice, which shall indicate the specific provision(s) in this Agreement, relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a resignation for Good Reason.

          (d) Six Month Delay for Payment after Termination of Employment or Separation from Service of Any Specified Employee. Notwithstanding the provisions of this Section 8, or any other provision of this Agreement, if any payment is to be made under this Section 8 or any other provision of this Agreement, to the Executive upon or based upon Separation from Service other by death, in the event that the Executive is a Specified Employee on the date of the Executive’s termination of employment or Separation from Service, and such payment is to be made to the Executive upon or within six months after the Executive’s termination of employment or Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such termination of employment or Separation from Service of Executive (other than by death), provided, further, however, that in the case of any monthly or other installments to be paid upon or based upon termination of employment or Separation from Service other than by death, if any such monthly or other installments are to be paid on or before the date which is six months after the Executive’s termination of employment or Separation from Service, other than by death, (in the event that the Executive is a Specified Employee on the date of the Executive’s termination of employment or Separation from Service other than by death), the first such installment shall be paid on the date which is six months after such Separation from Service of the Executive (other than by death), with the monthly (or other interval, as the case may be) installments to continue thereafter. Notwithstanding any of the foregoing, or any other provision of this Agreement, no payment upon or based upon Separation from Service or termination of employment may be made under this Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death of the Executive in the event that the Executive is a Specified Employee on the Executive’s of Separation from Service.

           9.  RESIGNATION — TERMINATION FOR CAUSE :

          Notwithstanding the provisions of Section 1 of this Agreement, the Board of Directors of the Corporation may, in its sole discretion, terminate the Executive’s employment for Cause.

          “Termination for cause” shall mean termination because of: (1) the Executive’s act or acts of dishonesty which are intended to result in the Executive’s substantial personal gain at the expense of the Employer; or (2) the willful and repeated failure by the Executive to substantially

perform his duties with the Employer after a written demand for substantial performance is delivered to the Executive by the Employer which specifically identifies the manner in which the Employer believes that the Executive has not substantially performed his duties; or (3) the Executive’s deliberate violation of a company rule reasonably designed to protect the legitimate business interest of the Employer; or (4) the Executive’s unprofessional or unethical acts, or conduct which actually has, or has the significant likelihood of, discrediting the Employer or damaging the Employer’s reputation, character and standing; or (5) a material breach of any provision of this Agreement; or (6) a knowing violation by the Executive of any banking law or regulation that results in material damage to the Corporation or any bank controlled by the Corporation.

          No act or omission to act on the Executive’s behalf in reliance upon an opinion of counsel to the Corporation or counsel to the Executive shall be deemed to be willful. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a certification by a majority of the non-officer members of the Board of Directors of the Corporation finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which is deemed to be Cause and specifying the particulars thereof in detail, after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before such majority.

          Termination of the Executive’s employment by the Corporation for Cause pursuant to Section 9 shall be communicated by written Notice of Termination to the Executive. A “Notice of Termination” shall mean a notice, which shall indicate the specific termination provision(s) in this Agreement, relied upon and shall set forth with particularity the facts and circumstances claimed to provide a basis for termination of employment for Cause under the provision so indicated.

          In the event that the Executive resigns from or otherwise voluntarily terminates his employment by the Corporation at any time (except a termination for Good Reason pursuant to Section 8 hereof), or if the Corporation rightfully terminates the Executive’s employment for Cause, this Agreement shall terminate upon the date of such resignation or termination of employment for Cause and the Corporation thereafter shall have no obligation to make any further payments under this Agreement, provided that the Executive shall be entitled to receive any benefits, insured or otherwise, that he would otherwise be eligible to receive under any benefit plans of the Corporation or any affiliate of the Corporation.

           10.  CHANGE OF CONTROL :

          (a) If the Executive’s employment terminates for any reason other than for Cause during the term of this Agreement and any renewal term within two years following a Change of Control on the Executive’s date of Separation from Service, subject to the provisions of Section 8(d), (in addition to all other payments to which the Executive is entitled under this Agreement) the Corporation shall pay to the Executive as compensation for services rendered to it a cash amount (subject to any applicable payroll or other taxes required to be withheld) in a lump sum equal to the greater of:

               (i) the amounts to which the Executive would be entitled under Section 8(a), even if the Executive resigns without Good Reason within two years after a Change of Control; or

               (ii) the product of his annual salary and the multiple of the book value per share of the Corporation’s common stock received by the Corporation’s shareholders in connection with such change of control, provided such multiple shall not exceed three (3.0). For example, if the Corporation is acquired by another corporation and the exchange ratio for the Corporation’s common stock is based on a calculation which values the Corporation at one and one-half times its book value, the executive’s payment pursuant to this Section 10(a) would be 150% of his then current annual salary.

          (b) For purposes of this Agreement, a Change of Control shall mean with respect to (i) the Corporation, United or an Affiliate for whom the Executive is performing services at the time of the Change in Control Event; (ii) the Corporation, United or any Affiliate that is liable for the payment to the Executive hereunder (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control of the corporation, as defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue Service thereunder, meeting the requirements of such Change in Ownership of the corporation or Change in Effective Control of the corporation as a “Change in Control Event” thereunder.

          (c) Upon a Change of Control, all stock options granted to the Executive under any of the Corporation’s stock option plans, or any successor thereto, shall become immediately exercisable with respect to all or any portion of the shares covered thereby regardless of whether such options are otherwise exercisable or vested.

           11.  LITIGATION — OBLIGATIONS — SUCCESSORS :

          If litigation shall be brought to challenge, enforce or interpret any provision of this Agreement, and such litigation does not end with judgment in favor of the Corporation, the Corporation hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursements incurred in such litigation, and hereby agrees to pay post-judgment interest on any money judgment obtained by the Executive calculated at the rate charged from time to time by the Corporation, to its most substantial customers for unsecured extensions of credit from the date that payment(s) to him should have been made under the judgment to date of payment.

          The Corporation’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else. All amounts payable by the Corporation hereunder shall be paid without notice or demand. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise.

          The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, or either one of them, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its entirety. Failure of the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement by the Corporation. As used in this Agreement, “Corporation” shall mean George Mason Bankshares, Inc. and any successor to its respective business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

           12.  LIMITATION OF BENEFITS :

          If the independent accountants serving as auditors for the Corporation on the date of a Change of Control (or the Internal Revenue Service upon examination of the tax returns of the Corporation or the Executive) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits contingent on a Change of Control, constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), and any regulations thereunder, thereby resulting in a loss of an income tax deduction by the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code (the “Excise Tax”), then the payments scheduled under this Agreement shall be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible and subject to the Excise Tax.

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

or at such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

           14.  MODIFICATION — WAIVERS — APPLICABLE LAW : No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by the Executive and on behalf of the Corporation by such officer as may be specifically designated by the Board of Directors of the Corporation, all provided that (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment, and (ii) the provisions of this paragraph are irrevocable. No waiver by either party

hereto, at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Virginia.

           15.  INVALIDITY — ENFORCEABILITY : The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

           16.  SUCCESSOR RIGHTS : This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

           17.  HEADINGS : Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision hereof.

           18.  CONFIDENTIALITY-NONSOLICITATION NONCOMPETITION :

          (a) The Executive acknowledges that the Corporation may disclose certain confidential information to the Executive during the term of this Agreement to enable him to perform his duties hereunder. The Executive hereby covenants and agrees that he will not, without the prior written consent of the Corporation, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of United or the Corporation. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, the Corporation’s financial information, plans, or any other information of whatever nature in the possession or control of United or the Corporation which has not been published or disclosed to the general public, or which gives to the Corporation an opportunity to obtain an advantage over competitors who do not know of or use it. The Executive further agrees that if his employment hereunder is terminated for any reason, he will leave with the Corporation and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of the Corporation.

          The foregoing paragraph shall not be applicable if and to the extent the Executive is required to testify in a judicial or regulatory proceeding pursuant to an order of a judge or

administrative law judge issued after the Executive and his legal counsel urge that the aforementioned confidentiality be preserved.

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

          (b) Subject to Section 18(d), during the term of his employment with the Corporation, and for a period of two years following the termination thereof for any reason or for a period of two years from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant or any portion thereof, whichever is later, Executive covenants and agrees:

               (i) Executive shall not, without the prior written consent of the Corporation, directly or indirectly engage or be interested in any bank, bank holding company or other enterprise which engages, anywhere within a radius of fifty (50) miles of an office maintained by the Corporation, in a business which markets, distributes, sells or otherwise provides products or services which are competitive with those products or services marketed, distributed, sold or provided by the Corporation or any of its subsidiaries. Executive shall be deemed to be directly or indirectly interested in a corporation, firm or other enterprise if he is engaged or interested in the business as an owner, principal, agent, employee, partner, consultant, investor, stockholder, trustee, creditor, director or officer. This restriction shall not preclude Executive from merely becoming the holder of any publicly traded stock, provided Executive does not acquire a stock interest in excess of five percent. Executive further covenants and agrees that during such time and within such area he will not solicit any existing or former customer of the Corporation for any competing business.

               (ii) Executive shall not, without the prior written consent of the Corporation, directly or indirectly, employ or solicit any of the employees of the Corporation who were employed by the Corporation during the time when the Executive was employed by the Corporation, to leave the Corporation. Further, during the same period Executive shall not induce, solicit, or advise any other person or entity, or encourage or contribute to the efforts of any such person or entity, to employ or solicit the employment of any person employed by the Corporation during the time when the Executive was employed by the Corporation.

          (c) The parties hereto agree that given the nature of the position held by Executive with the Corporation, the covenants and restrictions set forth in Sections 18(a) and 18(b) above are reasonable and necessary for the protection of the significant investment of the Corporation in developing, maintaining and expanding its business. Accordingly, the parties hereto agree, notwithstanding any other provision of this Agreement, that in the event of any breach by Executive of any of the provisions of Section 18(a) and 18 (b) above, that monetary damages alone will not adequately compensate the Corporation for its losses and, therefore, that it may seek any and all legal or equitable relief available to it, specifically including, but not limited to, injunctive relief, without the necessity of bond, and may hold Executive liable for all damages, including actual and consequential damages, costs and expenses, including legal costs and reasonable attorneys’ fees incurred by the Corporation as a result of such breach. Should a court of competent jurisdiction determine that any provision of the covenants and restrictions set forth in Section 18(b) above is invalid or unenforceable under applicable law by reason of the geographic or temporal scope of such provision or the extent of any restriction imposed thereby, then the geographic or temporal scope of such provision may be deemed modified by the court to reduce said geographic or temporal scope of such provision, or the

extent of any unenforceable restriction, by such amount as is minimally necessary to render such provision, as so amended, not invalid or unenforceable under applicable law. The parties further acknowledge their intention that this Agreement shall be enforceable to the fullest extent permitted by law.

          (d) Section 18(b) shall not apply and shall not be enforceable against Executive by the Corporation or any successor of the Corporation after any Change of Control (as defined in Section 10 of this Agreement).

           19.  COUNTERPARTS :

          This agreement may be executed in one or more counterparts, which taken together shall constitute an original.

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

EXHIBIT 10.3

SECOND AMENDED AND RESTATED UNITED BANKSHARES, INC.

NON-QUALIFIED RETIREMENT AND SAVINGS PLAN

Amended and Restated                            , 2008

SECOND AMENDED AND RESTATED UNITED BANKSHARES, INC.

NON-QUALIFIED RETIREMENT AND SAVINGS PLAN

Table of Contents

				Page
ARTICLE 1 PREFACE
1.1		Effective Date			2
1.2		Purpose of the Plan			2
1.3		Governing Law			2
1.4		Gender and Number			2
ARTICLE 2 DEFINITIONS
2.1		Board			2
2.2		Code			3
2.3		Committee			3
2.4		Company			3
2.5		Compensation			3
2.6		Disability or Disabled			3
2.7		Eligible Employees			3
2.8		Employer			3
2.9		Participant			3
2.10		Plan			4
2.11		Plan Year			4
2.12		Qualified Plan			4
2.13		Related Employer			4
2.14		Separation from Service			4
2.15		Specified Employees			5
2.16		Supplemental Account			6
2.17		Valuation Date			6
ARTICLE 3 ELIGIBILITY AND PARTICIPATION
3.1		Eligibility			6
3.2		Participation			7
ARTICLE 4 SUPPLEMENTAL SAVINGS
4.1		Supplemental Savings			7
4.2		Investment Elections			9
4.3		Investment Income and Allocations			9
4.4		Vesting			9
ARTICLE 5 IN-SERVICE WITHDRAWALS, AND DEATH BENEFITS
5.1		In-Service Withdrawals			9
5.2		Amount of Death Benefits			10
5.3		Beneficiary			10

				Page
ARTICLE 6 DISTRIBUTION OF BENEFITS
6.1		Payment Upon Disability or Separation from Service			10
6.2		Death			11
6.3		Six Month Delay for Payment After Separation from Service of Any Specified Employee			12
6.4		Withholding			12
ARTICLE 7 FUNDING AND RIGHTS OF PARTICIPANTS
7.1		Unfunded			13
7.2		Limitation on Rights of Participants and Beneficiaries			13
ARTICLE 8 MISCELLANEOUS
8.1		Liability of Employer			13
8.2		Assignment and Alienation			13
8.3		Amendment or Termination			13
8.4		No Guarantee of Employment			16
8.5		Administration and Claims Procedure			16
8.6		Interpretation			16
8.7		Adoption of Plan			16
8.8		Rabbi Trust			16
8.9		Counterparts			17

SECOND AMENDED AND RESTATED UNITED BANKSHARES, INC.
NON-QUALIFIED RETIREMENT AND SAVINGS PLAN

          United Bankshares, Inc., a corporation organized under the laws of the State of West Virginia, and adopting Related Employers, herein referred to as Employer, established the United Bankshares Non-Qualified Retirement and Savings Plan (“Plan”) for the benefit of Eligible Employees of the Employer, effective October 1, 1993. The Plan was first amended and restated effective January 1, 2001, to incorporate the merger of the United Bank Nonqualified Deferred Compensation Plan with this Plan and to otherwise revise the Plan, and it is hereby amended and restated                      , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, with such amendment and restatement intended to bring the terms of the Plan into compliance with the requirements of Section 409A of the Code, said Section 409A having been enacted pursuant to the American Jobs Creation Act of 2004 and revised pursuant to the Pension Protection Act of 2006, (and notwithstanding any other provisions of this amended and restated Plan, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2007 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), all Participants, by participating in this Plan, shall be deemed to have elected the timing of distribution provisions of Sections 6.1, 6.2 and 6.3 of this amended and restated Plan, on or before December 31, 2008, and all Participants, by participating in this Plan, shall be deemed to have elected a form of distribution as set forth in Section 4.1 of this amended and restated Plan,) and to otherwise further revise the Plan, pursuant to the terms and conditions described hereinafter:

ARTICLE 1

PREFACE

           Section 1.1. Effective Date . The effective date of the Plan as amended and restated is                      , 2008, provided, however, that all provisions applicable to compliance under Code Section 409A shall be effective as of January 1, 2005. The original effective date of the Plan is October 1, 1993. The Plan was previously amended and restated effective January 1, 2001.

           Section 1.2. Purpose of the Plan . The purpose of this Plan is to provide a supplemental savings program for certain Employees of the Employer who are unable to make meaningful contributions to the United Bankshares, Inc. Savings and Stock Investment Plan. This Plan is intended to benefit a select group of management or highly compensated employees of the Employer.

           Section 1.3. Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of West Virginia to the extent that such laws are not preempted by the laws of the United States of America.

           Section 1.4. Gender and Number . The masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

ARTICLE 2

DEFINITIONS

          Except as otherwise provided in this Plan, the definitions in the United Bankshares, Inc. Savings and Stock Investment Plan, which are expressly incorporated herein by reference, shall have the same meaning wherever used in this Plan, unless the context clearly indicates otherwise.

           Section 2.1. Board shall mean the Board of Directors of United Bankshares, Inc.

           Section 2.2. Code shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.

           Section 2.3. Committee shall mean the Retirement Plan Committee as defined in the United Bankshares, Inc. Savings and Stock Investment Plan.

           Section 2.4. Company shall mean United Bankshares, Inc., or any successor thereto.

           Section 2.5. Compensation shall mean the compensation as defined in the United Bankshares, Inc. Savings and Stock Investment Plan, determined without regard to the $200,000 limitation imposed by Code Section 401(a)(17).

           Section 2.6. “Disability” or “Disabled” — a Participant shall be considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A.

           Section 2.7. Eligible Employees shall mean any Employee with the title of Senior Vice President or above and such other management or highly compensated employees as may be designated and selected by the Committee from time to time.

           Section 2.8. Employer shall mean United Bankshares, Inc. and adopting Related Employers.

           Section 2.9. Participant shall mean any Eligible Employee who has agreed to make Supplemental Savings Contributions pursuant to Section 4.1 and any Eligible Employee or former Eligible Employee for whom a Supplemental Account is maintained under the terms of this Plan.

           Section 2.10. Plan shall mean the United Bankshares, Inc. Non-Qualified Retirement and Savings Plan, as herein set out or as duly amended.

           Section 2.11. Plan Year shall mean the calendar year.

           Section 2.12. Qualified Plan shall mean the United Bankshares, Inc. Savings and Stock Investment Plan, as it may be amended from time to time.

           Section 2.13. Related Employer shall mean any corporation, partnership, joint venture, association or similar organization or entity that is required to be aggregated with the Company pursuant to Code sections 414(b), (c) or (m).

           Section 2.14. “ Separation from Service” means the severance of Participant’s employment with the Company or Affiliate for any reason. A Participant separates from service with the Company or affiliate if he or she dies, retires, separates from service because of the Participant’s Disability, or otherwise has a termination of employment with the Company or Affiliate. However, the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Company or Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A including, but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, (ii) in any instance in which such Participant is participating or has at any time participated in any other plan which is, under the

aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Plan and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Participant shall only be considered to meet the requirements of a Separation from Service hereunder if such Participant meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Plan which would otherwise apply (iii) in any instance in which a Participant is an employee and an independent contractor of the Company or any Affiliate or both the Participant must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if a Participant provides services both as an employee and a member of the Board of Directors of the Company or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether the Participant has had a Separation from Service as an employee under this Plan, provided that no plan in which such Participant participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

           Section 2.15. Specified Employee means, in the case of any Participant meeting the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that such Participant shall, for purposes of this Plan, thereafter be a Specified Employee under this Plan for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

           Section 2.16. Supplemental Account (or “account”) shall mean the balance posted to the record of each Participant or Beneficiary, consisting of the Participant’s contributions, and adjustments as of each Valuation Date, less any payments therefrom.

           Section 2.17. Valuation Date shall mean each business day of the Plan Year.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

           Section 3.1. Eligibility . Subject to the conditions and limitations of the Plan, all Eligible Employees of the Employer are eligible to participate in the Plan; provided, however, that a management or highly compensated Employee who does not have a title of Senior Vice President or above shall be eligible to participate in the Plan only if designated as eligible to participate herein by the Committee and only for such period of time as may be permitted by the Committee. In addition, with respect to the first year in which a Participant becomes eligible to participate in the Plan, the Participant shall only be considered as meeting the requirements for ‘Initial Eligibility’ hereunder, if, in any instance in which such Participant is participating or has at any time participated in this Plan or any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Plan and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as the “Aggregated Plans”), (i) he or she has been paid all amounts deferred under this Plan and he or she has been paid all amounts deferred under any and all such Aggregated Plans, if any, and (ii) on and before the date of the last payment to such Participant under this Plan and any and all of the Aggregated Plans, if any, as the case may be, such Participant was not eligible to continue (or to elect to continue) to participate in the Plan or any of the Aggregated Plans, if any, for periods after such last payment (other than through an election of a different time and form of payment with respect to the amounts paid,) or (iii) such Participant ceased being eligible to participate (other than the accrual of earnings), in all of the following plans in which Participant has participated: this Plan and any of the Aggregated Plans, if any, regardless of whether all amounts deferred under this Plan and any of the Aggregated Plans, if any in which Participant has participated, as the case may be, have been paid, and such Participant subsequently becomes eligible to participate in this Plan, and the

Participant has not been eligible to participate (other than the accrual of earnings) in this Plan or any such Aggregated Plan at any time during the 24-month period ending on the date the Participant becomes eligible to participate in this Plan.

           Section 3.2. Participation . An Eligible Employee shall become a Participant in the Plan upon the execution and filing with the Committee of a written election to defer a portion of the Eligible Employee’s Compensation pursuant to the provisions of Section 4.1 provided that all applicable terms and conditions of Section 3.1 have been met.

ARTICLE 4

SUPPLEMENTAL SAVINGS

           Section 4.1. Supplemental Savings . Each Eligible Employee may elect to defer any percentage (in whole percentages) of his Compensation, (and an Eligible Employee may, but is not required, to elect to defer a percentage of bonus and a different percentage of non-bonus Compensation,) as a Supplemental Savings Contribution. Such election shall apply to Compensation earned after the effective date of the election, all provided that no such election shall have an effective date earlier than the first day of the Plan Year following the Plan Year in which the election is made, except as otherwise provided below respecting the first year an Employee becomes eligible to participate in the Plan, (provided all additional requirements of ‘Initial Eligibility’ in Section 3.1 have been met). Elections shall be made on the form prescribed by the Committee. To be effective with respect to Compensation earned for services performed during a Plan Year, the election must be made prior to the beginning of such Plan Year; provided, however, that with respect to the first year in which an Employee becomes eligible to participate in the Plan, all provided that the additional requirements for ‘Initial Eligibility’ under Section 3.1 have been met, if an Employee first becomes an Eligible Employee (and meets all applicable requirements for ‘Initial Eligibility’ of Section 3.1) for a Plan Year after the first day of such Plan Year, the Eligible Employee may make an election within 30 days of first becoming an Eligible Employee with respect to Compensation earned for services to be performed after the date of such election (and with respect to any bonus, if any, for any such Plan Year in which the Employee is first eligible to participate in the Plan, provided that applicable requirements for ‘Initial Eligibility’ of Section 3.1 are met, any such election so made within 30 days of first becoming an Eligible Employee meeting all applicable requirements of Section 3.1, and with respect to which

such election would otherwise be applicable, the election shall only apply to the portion of the bonus, if any, equal to the total amount of the bonus for the service period in such Plan Year on which the bonus is based multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in such performance period). Once made, an election of the percentage of Compensation to be deferred shall be irrevocable as to Compensation earned for services rendered in a Plan Year as of the last day of the previous Plan Year, (or, in the case of an election made within 30 days of first becoming an Eligible Employee, provided all applicable requirements of Section 3.1 are met, as of the last date such election could have been made,) and shall remain in effect for that Plan Year. In addition, the form of distribution, in either a single lump sum or equal annual installments over a period of not less than three nor more than ten years, shall be elected upon an Eligible Employee first becoming a Participant as set forth in Section 3.2, or if no such election as to form of distribution is so made, then a lump sum shall be deemed elected upon such Eligible Employee first becoming a Participant as set forth in Section 3.2. Such election or deemed election, as the case may be, as to the form of distribution, shall be irrevocable (i) in the case of an election or deemed election made within 30 days of first becoming an Eligible Employee meeting all applicable requirements of Section 3.1, as of the last date such election could have been made or (ii) in the case of an election or deemed election, other than an initial election made within 30 days of becoming an Eligible Employee meeting all applicable requirements of Section 3.1, as of the last day of the Plan Year in which such election or deemed election is made, and in any case, such election or deemed election as to the form of distribution shall thereafter remain in effect and irrevocable with respect to all Compensation earned for services performed during all Plan Years, if any, in which Compensation is deferred by such Eligible Employee under this Plan, and regardless of the fact that new elections must be filed each Plan Year as set forth below with respect to deferral of a percentage of Compensation, the election or deemed election of the form of distribution, once made and once it becomes irrevocable, shall remain in effect for all deferrals, if any, of the Participant for all Plan Years. Participant must make an election prior to the beginning of each Plan Year in order to defer a percentage of his Compensation earned for services performed during such Plan Year. If a Participant does not complete an election prior to the beginning of such Plan Year, no amount of the Participant’s Compensation earned for services performed during such Plan Year will be deferred under the Plan, regardless of whether a deferral election was in effect for a prior Plan Year. Subject to the provisions

of this Section 4.1, elections shall be made at such a time and in such a manner as the Committee shall determine.

           Section 4.2. Investment Elections . Pursuant to rules adopted by the Committee, a Participant shall elect the manner in which his contributions under the Plan are deemed to be invested, provided that nothing in this Plan shall permit the location or transfer of any investment assets outside of the United States at any time.

           Section 4.3. Investment Income and Allocations . Each Participant’s Supplemental Account (“account”) shall be made up of subaccounts reflecting his deemed investment elections. As of each Valuation Date, a Participant’s Supplemental Account shall be adjusted to reflect payments made from the account since the preceding Valuation Date, any Supplemental Savings Contributions made since the preceding Valuation Date; and increased or decreased to reflect a proportionate share of the net increase or net decrease of each subaccount deemed to be invested in an investment fund since the preceding Valuation Date.

           Section 4.4. Vesting . Subject to the provisions of Article 7, a Participant shall be fully vested in the amounts reflected in the Participant’s Supplemental Account.

ARTICLE 5

IN-SERVICE WITHDRAWALS, AND DEATH BENEFITS

           Section 5.1. In-Service Withdrawals . In no event shall a Participant be entitled to Plan benefits prior to the date he dies, becomes Disabled or otherwise has a Separation from Service. Notwithstanding the foregoing or any other provision to the contrary, if a Participant is required to pay income taxes due upon this Plan failing to meet the requirements of Code Section 409A and the regulations thereunder, a distribution in the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and the regulations thereunder, to the extent not otherwise distributed to the Participant, may be made to the Participant, only to the extent permitted under Code Section 409A and the regulations thereunder, and subject to the six-month delay rule of Section 6.3 of this Plan in the case of any Participant having a Separation from Service other

than by death, and who is a Specified Employee on the date of such Participant’s Separation from Service other than by death.

           Section 5.2. Amount of Death Benefits . If a Participant dies prior to the date on which he becomes Disabled or otherwise has a Separation from Service, his Beneficiary shall be entitled to receive his account in accordance with the provisions of Section 6.2 below.

           Section 5.3. Beneficiary . The Participant shall designate a person who shall receive the Participant’s benefit under the Plan in the event of the Participant’s death. The Committee shall prescribe rules and forms for such Beneficiary designation. If a married Participant fails to designate a Beneficiary, he will be deemed to have designated his spouse as his Beneficiary. If a single Participant fails to name a Beneficiary or if no designated Beneficiary survives the Participant, payments will be made to his estate.

ARTICLE 6

DISTRIBUTION OF BENEFITS

           Section 6.1. Payment Upon Disability or Separation from Service . Subject to the provisions of Section 7.2, the benefits payable pursuant to this Plan shall be paid, provided, however that if payment is made based upon Separation from Service, such payment shall be subject to the provisions of Section 6.3, to the Participant upon Disability or Separation from Service other than by death, whichever is earlier, (all provided that if Participant dies before Separation from Service or Disability, then the provisions of Section 6.2 shall apply, notwithstanding the provisions of this Section 6.1,) in either a single lump sum, paid on the date of Disability or Separation from Service other than by death, whichever is earlier, or, if Participant has so elected as set forth in Section 4.1, then in equal annual installments, with the first such installment to be paid on the date of Disability or Separation from Service other than by death, whichever is earlier, over a period of not less than three nor more than ten years as elected by the Participant upon becoming a Participant in the Plan, subject to the provisions of Section 4.1. As set forth in Section 4.1, once a Participant has elected the form of distribution and such election has become irrevocable as set forth in Section 4.1, a Participant shall not thereafter be permitted to change such election. Also as set forth in Section 4.1, if no election is made as to the form of distribution, a lump sum shall be deemed elected as set forth in Section 4.1 and in the event of Disability or Separation from Service other than by death, payment shall be made at the time

and in the manner set forth in this Section 6.1, in a single lump sum distribution. In accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Plan if it is made on a later date within the Participant’s same taxable year as the designated date, or, if later, if made no later that the fifteenth day of the third month after such designated date, provided that, in any event, the Participant is not permitted, directly or indirectly, to designate the taxable year of any payment.

           Section 6.2. Death . Subject to the provisions of Section 7.2, upon the death of a Participant, prior to Separation from Service and prior to Disability, the Participant’s benefits payable under the Plan shall be paid to the Participant’s Beneficiary or Beneficiaries in either a single lump sum, paid on the date of death, or, if Participant has so elected as set forth in Section 4.1, then in equal annual installments, as the case may be, with the first such installment to be paid on the date of death, over a period of not less than three nor more than ten years as elected by the Participant as set forth in Section 4.1, upon becoming a Participant in the Plan. As set forth in Section 4.1, once a Participant has elected the form of distribution and such election has become irrevocable as set forth in Section 4.1, a Participant shall not thereafter be permitted to change such election. Also as set forth in Section 4.1, if no election is made as to the form of distribution, a lump sum shall be deemed election as set forth in Section 4.1 and in the event of death, payment shall be made at the time and in the manner set forth in this Section 6.2, in a single lump sum distribution. In accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Plan if it is made on a later date within the Participant’s same taxable year as the designated date, or, if later, if made no later that the fifteenth day of the third month after such designated date, provided that, in any event, the Participant is not permitted, directly or indirectly, to designate the taxable year of any payment. If any Participant dies after Separation from Service or after Disability, but prior to receiving all payment or payments due under other provisions of this Plan, the Participant’s remaining benefits payable under the Plan, if any, shall be paid to such Participant’s Beneficiary or Beneficiaries at the same time and in the same manner as such benefits would have been payable to such Participant if he or she had not died, except that the provisions of Section 6.3 shall not apply.

           Section 6.3. Six Month Delay for Payment After Separation from Service of Any Specified Employee . Notwithstanding the provisions of Section 6.1 or any other provision of this

Plan, if any payment is to be made under Section 6.1 (or under any other provision of this Plan) upon the Separation from Service other than by death of any Participant who is a Specified Employee on the date of the Participant’s Separation from Service, and such payment is to be made to such Participant upon or within six months after such Participant’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of such Participant (other than by death,) provided further, however, that in the case of any such Participant who has elected (or is deemed to have elected, under Section 4.1 or Section 6.1,) to receive payment under Section 6.1 in equal annual installments, with the first such installment to be paid on the date of Separation from Service other than by death, over a period of not less than three nor more than ten years as elected by the Participant, then, upon Separation from Service other than by death of such Participant who is a Specified Employee on such date of Separation from Service, notwithstanding Section 6.1 or any other provision of this Section 6.3 or of this Plan, the first such installment shall be paid on the date which is six months after such Separation from Service of such Participant (other than by death,) with the equal annual installments, so elected (or deemed elected under Section 4.1 or Section 6.1,) by the Participant to continue thereafter in the manner so elected (or deemed elected under Section 4.1 or Section 6.1,) by the Participant. Notwithstanding any of the foregoing, or any other provision of this Plan, no payment upon or based upon Separation from Service may be made under this Plan before the date that is six months after the date of Separation from Service or, if earlier, the date of death, of any Participant who is a Specified Employee on such Participant’s date of Separation from Service.

           Section 6.4. Withholding . All benefits paid under the Plan shall be subject to applicable income and other tax withholding.

ARTICLE 7

FUNDING AND RIGHTS OF PARTICIPANTS

           Section 7.1. Unfunded . This Plan is designed to be an unfunded, nonqualified plan primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, as such group is described under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The Plan constitutes a mere promise by the Employer to make payments in accordance with the terms of the Plan.

           Section 7.2. Limitation on Rights of Participants and Beneficiaries . No Participant or Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer or any other person. The right of a Participant or Beneficiary to receive a benefit hereunder shall be an unsecured claim against the general assets of the Employer.

ARTICLE 8

MISCELLANEOUS

           Section 8.1. Liability of Employer . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Employer and Eligible Employee, or between the Employer and Beneficiary or any other person. The Employer shall not be considered a trustee by reason of this Plan.

           Section 8.2. Assignment and Alienation . No rights under this Plan may be assigned, transferred, alienated, pledged, or encumbered by an Eligible Employee or Beneficiary except by will or by applicable intestate laws or other laws of descent and distribution.

           Section 8.3. Amendment or Termination . Company hereby reserves the right, by action of the Board, to amend or terminate this Plan at any time and in any manner, subject to Section 6.3. Notwithstanding the preceding, no amendment or termination of the Plan shall reduce the Supplemental Account of any Participant determined as of the Valuation Date immediately preceding the effective date of such amendment or termination. In addition, notwithstanding the foregoing, and all subject to Section 6.3, (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this paragraph 8.3 with respect to amendment of this Plan are irrevocable. In addition, notwithstanding any of the foregoing, upon termination, no payments shall be accelerated except in the event that the requirements of Section 6.3, and the requirements for a permissible acceleration under regulations and guidance issued from time to time by the Internal Revenue Service under Code Section 409A, are met, including but not limited to the following:

(a)

termination and liquidation of the Plan by the Company provided that

	(1)		The termination and liquidation does not occur proximate to a downturn in the financial health of the Company or Affiliate;
	(2)		The Company and any Affiliate of the Company terminates and liquidates all agreements, methods, programs and other arrangements sponsored by the Company or any Affiliate that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same service provider had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated;
	(3)		No payments in liquidation of the Plan are made within 12 months of the date the Company or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate had not occurred;
	(4)		All payments are made within 24 months of the date the Company or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan; and
	(5)		Neither the Company nor any Affiliate adopts a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same Participant participated in both plans, at any time within three years following the date the Company or Afflitiate takes all necessary action to irrevocably terminate and liquidate the Plan; or

(b)

termination and liquidation of the Plan in accordance with the following:

(i)

the termination and liquidation is within 12 months of a corporate dissolution taxed under Code section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts deferred under the plan are included in the participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received)—

	(1)		The calendar year in which the plan termination and liquidation occurs;
	(2)		The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(3)		The first calendar year in which the payment is administratively practicable.

           Section 8.4. No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Eligible Employees. An Eligible Employee continues to be an Employee of the Employer solely at the will of the Employer.

           Section 8.5. Administration and Claims Procedure . The Committee shall be the Plan Administrator, within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and shall have the authority with respect to this Plan that, provided such authority does not cause a violation of Code Section 409A or the regulations or guidance issued thereunder, is co-extensive of that which the plan administrator has with respect to the Qualified Plan, including but not limited to, the discretionary authority to construe and interpret the Plan and to control and manage the operation and administration of the Plan; provided, however, that the respect to the discretionary authority set forth in Section 4.1 hereof, the Board shall, in exercising such authority, have authority to, among other things, construe and interpret the Plan. The Committee and Board may adopt rules and regulations regarding such administration of the Plan. The Claims Procedure set forth in the Qualified Plan shall apply to claims for benefits under the Plan, provided, however, that for purposes of applying such Claim Procedure, the Committee referred to therein shall be the Committee, except to the extent such claim pertains to the exercise of discretion by the Board pursuant to Section 3.1, in which case the “Committee” referenced to shall be the Board.

           Section 8.6. Interpretation . If any provision or provisions of this Plan shall for any reason be invalid, enforceable or illegal, the remaining provisions of the Plan shall be carried into effect, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein, unless the effect thereof would be to materially alter or defeat the purpose of the Plan.

           Section 8.7. Adoption of Plan . Any Related Employer of the Company may, with the approval of the Board, adopt the Plan by filing with the Company a resolution of its Board of Directors to that effect.

           Section 8.8. Rabbi Trust . The Employer shall establish and maintain one or more grantor trusts (individually, referred to as “Trust”) to hold assets to be used for payment of benefits under the Plan provided that nothing in this Plan or the Trust shall permit the location or transfer of any investment assets outside of the United States at any time. The assets of any Trust with respect to benefits payable to the Participants employed by or associated with an Employer shall remain the assets of such Employer, subject to the claims of its general creditors. Any payments by a Trust of benefits provided to a Participant under the Plan shall be considered payment by the applicable Employer and shall discharge such Employer from any further liability under the Plan for such payments. In the event of a conflict between the terms of any such Trust and the Plan, the terms of the Trust shall govern.

           Section 8.9. Counterparts . This Plan may be executed in one or more counterparts, which taken together shall constitute an original.

          IN WITNESS WHEREOF, the United Bankshares, Inc. Non-Qualified Retirement and Savings Plan, as Amended and Restated, is executed on behalf of the Employer, the        day of                      , 2008.

EXHIBIT 10.4

SECOND AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT AGREEMENT

BETWEEN

UNITED BANKSHARES, INC.

AND

RICHARD M. ADAMS

               THIS SECOND AMENDED AND RESTATED AGREEMENT (“Agreement”), is made and entered into this            day of            , 2008 by and among Richard M. Adams (“Adams”) and United Bankshares, Inc., a West Virginia corporation and bank holding company (“UBS”); provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005.

WITNESSETH:

               WHEREAS, Adams is Chairman, Chief Executive Officer, and a Director of UBS and Chairman, Chief Executive Officer and a Director of United National Bank, a national banking association (“Bank”), a subsidiary of UBS;

               WHEREAS, UBS highly values the efforts, abilities and accomplishments of Adams;

               WHEREAS, UBS, as an inducement to continued employment, wishes to assist Adams with his retirement planning;

               WHEREAS, the Board of Directors of UBS desires to provide Adams with retirement income considered reasonable and based upon actuarially determined need; and

               WHEREAS, UBS and Adams entered into a Supplemental Retirement Agreement dated July 27, 1990 (“Supplemental Retirement Agreement”) to provide Adams such retirement income; and

               WHEREAS, UBS and Adams first Amended and Restated said Supplemental Retirement Agreement effective as of November 1, 2001; and

               WHEREAS, by this Agreement UBS and Adams desire to further amend and restate the Supplemental Retirement Agreement with certain agreed upon modifications and for the purpose of complying with the requirements of Code Section 409A and UBS and Adams intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly, notwithstanding any other provisions of this amended and restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), Adams, by executing this Agreement, shall be deemed to have elected the timing and distribution provisions of this Amended and Restated Agreement, and to have elected the form of distribution or distributions as set forth herein, all prior to December 31, 2008; and

               WHEREAS, Adams is willing to provide the services to UBS and its affiliates as described in the AMENDED EMPLOYMENT AGREEMENT BETWEEN UNITED BANKSHARES, INC. AND RICHARD M. ADAMS entered into on November 1, 2001 as further amended and restated as the THIRD AMENDED EMPLOYMENT AGREEMENT BETWEEN UNITED BANKSHARES, INC. AND RICHARD M. ADAMS dated                      , 2008 (hereinafter “Employment Agreement”);

               NOW, THEREFORE, for and in consideration of the premises contained herein, the parties agree as follows:

     I.  DEFINTIONS

A.

“Base Salary” means Adams’ base salary as determined pursuant to the Employment Agreement.

	B.		“Benefit Commencement Date” shall mean the date on which payment of Adams’ annual supplemental retirement benefit under Section II, if any, is scheduled to commence under the terms and conditions of this Agreement.
	C.		“Change in Control” has the same meaning as “change in control” in the Employment Agreement.
	D.		“Early Separation from Service” means the Separation from Service before age 65 for reasons other than death.
	E.		“Early Separation from Service Date” means the month, day and year in which Early Separation from Service occurs.
	F.		“Final Base Salary” means the average of Adams three (3) highest base salaries during his employment with UBS or an affiliated or successor entity to UBS.
	G.		“Spouse” is defined to have the same meaning as the definition of “spouse” in the UBS Pension Plan.
	H.		“Separation from Service” means that Adams ceases to be employed by UBS or an affiliated or successor entity to UBS for any reason, voluntary or involuntary. Adams Separates from Service with UBS or an affiliated or successor entity to UBS if he dies, retires, separates from service because of Adams’ disability, or otherwise has a termination of employment with UBS or any affiliated or successor entity to UBS. However, that the employment relationship is treated as continuing intact while Adams is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as Adams’ right to reemployment with UBS is provided either by statute or by contract and provided further that if the period of leave exceeds six months and Adams’ right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes Adams to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of

the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A and applicable regulations thereunder, including but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availablility to perform services after a purported termination of services or availability to perform services after a purported Separation from Service and (ii) in any instance in which Adams is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Adams shall only be considered to meet the requirements of a Separation from Service hereunder if Adams meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply, (iii) in any instance in which Adams is an employee and an independent contractor of UBS or any Affiliate or both Adams must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if Adams provides services both as an employee and a member of the Board of Directors of UBS or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether Adams has had a Separation from Service as an employee under this Agreement, provided that no plan in which Adams participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

I.

“UBS Pension Plan” refers to the UBS Pension Plan currently in effect as the same may be amended from time to time, and includes any successor plan established by UBS or established by a successor entity to UBS.

J.

“UBS Savings and Stock Investment Plan” refers to such UBS plan currently in effect as the same may be amended from time to time, and includes any successor plan established by UBS or established by a successor entity to UBS. For the purposes of making the calculation required under Section II of this Agreement it shall be assumed that Adams has made or will make annual contributions to the UBS Savings and Stock Investment equal to the applicable limit for exclusion of elective deferrals (“Elective Deferral Limitation”) as provided under Section 402(g) of the Internal Revenue Code or any successor provision thereto. If Adams has not or does not make contributions equal to the Elective Deferral Limitation for any year, the calculation required under Section II nonetheless shall be made as if as if each year he had made such contribution in an amount equal to the Elective Deferral Limitation.

      II. SUPPLEMENTAL BENEFIT

          A.  Separation from Service on or After Age 65 . Except as otherwise provided herein, and provided that Adams does not have a Separation from Service prior to age 65, UBS agrees to provide Adams an annual supplemental retirement benefit upon his Separation form Service from UBS or an affiliate or successor entity to UBS, other than by death, (and such date shall be the Benefit Commencement Date for such benefit, for purposes of, and subject to the terms and conditions of payment under, Section III of this Agreement,) which benefits shall be provided irrespective of whether Adams is employed by an entity other than UBS or an affiliate or successor entity to UBS. Said annual supplemental retirement benefit shall be equal to seventy percent (70%) of Adams’ Final Base Salary, reduced by Adams’ annual benefits actuarially calculated at the time the supplemental retirement benefit first becomes payable under (1) the UBS Pension Plan (determined as if Adams’ distribution was made on an installment basis for the joint and last survivor expectancy of Adams and his Spouse, if married, and if not, over Adams’ life expectancy); (2) Social Security (as the same may be adjusted from time to time); and (3) the UBS Savings and Stock Investment Plan (determined as if Adams’ distribution was made on an installment basis for the joint and last survivor expectancy of Adams and his Spouse, if married, and, if not, over Adams’ life expectancy).

          B. Notwithstanding the provisions of Section II A, and in lieu of the benefit in Section II A above and subject to the other provisions herein, in the event of Adams’ Early Separation from Service, UBS agrees to provide Adams an annual supplemental retirement benefit, upon Adams’ Early Separation from Service Date, with such Early Separation from Service Date being Adams’ “Benefit

Commencement Date,” if Adams has a Separation from Service other than by death before attaining age 65, with such annual supplemental retirement benefit as defined in Section II A with amounts determined as of the Benefit Commencement Date as if the benefit were payable at age 65. The supplemental benefit determined as if payable at age 65 would be reduced by 1/180 for each month which the Benefit Commencement Date precedes age 65.

          C.  Vesting and the Effect of Separation from Service . The benefits under this Agreement are fully vested in Adams and shall survive his Separation from Service from UBS or an affiliated or successor entity to UBS for whatever reason, including but not limited to, change in control, dismissal with or without cause, voluntary termination by Adams, expiration of contract or disability.

          D.  Death . In the event of Adams’ death, if married, Adams’ Spouse shall be entitled to receive Adams’ annual supplemental retirement benefit calculated as provided under Section II A or B above, whichever is applicable, and beginning (or continuing, if benefits have commenced thereunder prior to Adams’s death) at such time as the annual supplemental retirement benefit would have been payable to Adams under either Section II A or B above, if he were living at the time of payment, (and, if he has not previously had a Separation from Service other than by death, considering his date of death as his date of Separation from Service other than by death for purposes of determining such benefit that would have been payable under Section II A or B if Adams were living, and for purposes of determining the “Benefit Commencement Date” thereunder, as needed, and under this paragraph II D pursuant to the provisions of Section III).

          Payments required under this Section II. D, shall be paid to Adams’ Spouse for her life and shall cease upon her death.

          In the event that Adams’ Spouse does not survive him or Adams is not married at the time of his death and Adams’ death occurs prior to his receiving an annual supplemental benefit pursuant to this Agreement for five (5) or more years, then, if Adams has had, prior to his date of death, a Separation from Service other than by death, Adams’ estate shall be paid, for a five (5) year period (not including the year of death if an annual payment has been received prior to the date of death in the year of death) Adams’ annual supplemental retirement benefit calculated as provided under Section II A or B above, whichever is applicable, and beginning (or continuing, if benefits have commenced thereunder prior to Adams’s death) at such time as the annual supplemental retirement benefit would have been payable to Adams under either Section II A or B above, if he were living at

the time of payment. In the event that Adams is not married at his death and has not, prior to death, had a Separation from Service other than by death, then, at Adams’ date of death, and Adams’ date of death shall be the Benefit Commencement Date for payment hereunder and pursuant to the provisions of Section III, Adams’ estate shall receive a lump sum payment calculated for a five (5) year period, based upon the benefit Adams would have been provided under Section II A upon Adams’ Separation from Service on his date of death if he had a Separation from Service other than by death on his date of death, if Adams is age 65 or older at his death and has not had a Separation from Service prior to his death, or the benefit Adams would have been provided under Section II B if Adams had a Separation from Service other than by death on his date of death, if Adams has not attained the age of 65 at his death. No payment shall be made to Adams’ estate in the event Adams had received prior to his death an annual supplemental retirement benefit pursuant to this Agreement for five (5) or more years.

          III. PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT

               A.  Annual Life Payments . Except as provided in Section II. D, the annual supplemental retirement benefit to which Adams is entitled pursuant to this Agreement shall be paid to Adams in annual installments for life and shall be based on Adams’ life expectancy as determined under Section 1.72-9 of the Income Tax Regulations. It is understood by and between the parties hereto that in calculating Adams’ annual supplemental retirement benefit the reduction from Adams’ Final Base Salary shall be applied hereunder notwithstanding the fact that Adams may not actually receive distribution or payment from one or more of the sources from which reductions are determined.

               B.  Commencement of Payments. Except as provided below with respect to Section II D, and subject to the provisions of Section III F the first payment of the annual supplemental retirement benefit required under Section II shall be made on the Benefit Commencement Date, and such payment shall be treated as having been made on such Benefit Commencement Date if it is made on such designated date or if it is made on any date after such designated date within the same taxable year of Adams, or, if later, by the 15 ^th day of the third calendar month following such designated date provided that Adams is not permitted, directly or indirectly, to designate the taxable year of the payment, all to the extent permitted by Code Section 409A and the regulations and guidance thereunder, provided, however that notwithstanding the foregoing, and notwithstanding any other provision of this Agreement, if such Benefit Commencement Date is on or before the date which is six months after a Separation from Service of Adams, other than by death, then such first payment shall be

made on the date which is six months after such Separation from Service of Adams other than by death. Such first payment shall be prorated on a calendar year basis from the date that the annual supplemental retirement becomes payable. Subject to the provisions of Section III F, payments thereafter shall be paid annually on the 15th day of January.

               C.  Payments required under Section II D . Payments required under Section II D. shall be paid as specified therein, provided that if the date of death is the Benefit Commencement Date thereunder, then such payments shall begin (or if a lump sum is provided for under Section II D, then such payment shall be made on) on such Benefit Commencement Date, and such payment shall be treated as having been made on such Benefit Commencement Date if it is made on such designated date or if it is made on any date after such designated date within the same taxable year, or, if later, by the 15 ^th day of the third calendar month following such designated date, provided that neither Adams nor any Beneficiary is permitted, directly or indirectly, to designate the taxable year of the payment, all to the extent permitted by Code Section 409A and the regulations and guidance thereunder, and, if the date of death is the Benefit Commencement Date, and if annual payments rather than a lump sum is provided for under Section II D, such payments shall be made annually thereafter on the 15th day of January for the period of time specified under Section II or D, all provided that the provisions of Section III F shall not apply, and in the case of a first annual payment hereunder payable with the date of death as the Benefit Commencement Date, such first payment shall be prorated on a calendar year basis from Benefit Commencement Date.

               D. Neither UBS nor any affiliated or successor entity to UBS shall be entitled to a refund or a recoupment of any amounts distributed or paid pursuant to the terms of this Agreement.

               E.  Social Security Adjustments . Any annual supplemental retirement benefit required to be paid pursuant to this Agreement shall be annually adjusted to reflect any annual increases or decreases in Social Security benefits.

               F.  Six Month Delay for Payment After Separation from Service Other Than By Death . Notwithstanding the provisions of Section III B or any other provision of this Agreement, if any payment is to be made upon or based upon Adams’ Separation from Service other than by death, under Section III B or any other provision of this Agreement, and such payment is to be made within six months after Adams’ date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Adams (other than by death,) provided further, however, that in the case of any such payment which is to be made in

installments, with the first such installment to be paid on or within six months after the date of Separation from Service other than by death, then, upon Separation from Service other than by death of Adams, notwithstanding any other provision of this Agreement, the first such installment shall be paid on the date which is six months after such Separation from Service of Adams (other than by death,) prorated as set forth in Section III B, with the next equal annual payment to be made on the January 15 ^th next following such first payment and all applicable annual installments to be made annually on January 15 ^th thereafter.

          IV.  NO REDUCTION BASED ON OTHER RETIREMENT BENEFITS

               Payment required to be made pursuant to this Agreement shall not be reduced or in any manner changed in the event that Adams shall become entitled to or have any interest in any retirement or deferred compensation benefits under any qualified or non-qualified plan or arrangement except as expressly provided herein.

          V.  MISCELLANEOUS PROVISIONS

A.

Prior Agreements . This Agreement represents the entire agreement between the parties, and all prior representations, promises or statements are merged with and into this document.

B.

Amendments . Any amendments to this Agreement must be in writing and signed by all parties hereto all provided that (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this paragraph V, B are irrevocable.

C.

Governing Law . All questions pertaining to the construction, validity and effect of this Agreement shall be determined in accordance with the Laws of the United States and to the extent not preempted by such laws by the laws of West Virginia.

	D.		Headings . The headings used in this Agreement are used solely for the convenience of the parties and are not to be used in construing or interpreting the Agreement.
	E.		Severability of Provisions . The effect of a determination by a court of competent jurisdiction that one or more of the contract clauses is or are found to be unenforceable, illegal, contrary to public policy, or otherwise unenforceable, then this Agreement shall remain in full force and effect except for such clauses.
	F.		Authority to Execute Documents . The undersigned representative of UBS certifies and represents that he is authorized to enter into this binding agreement with Adams.
	G.		Waiver of Breach . A waiver of a breach of any provision of this Agreement by any party shall not be construed as a waiver of subsequent breaches of that provision. No requirement of this Agreement may be waived except in writing by the party adversely affected.
	H.		Binding Effect and Assignability . This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives, including any entity with which UBS may merge or consolidate or to which it may transfer all or substantially all of its assets. Insofar as Adams is concerned, the benefits payable hereunder or the right to receive future benefits under this Agreement may not be assigned, anticipated, alienated, pledged, encumbered or subjected to any charge or legal process.
	I.		Employment Contract . Nothing contained in this Agreement shall be construed to alter, or in any manner change, the terms of the Employment Agreement.
	J.		Counterparts . This Agreement may be executed in one or more counterparts, which taken together shall constitute an original.

               WITNESS the following signatures this            day of                 , 2008:

EXHIBIT 10.5

SECOND AMENDMENT AND FIRST RESTATEMENT
OF THE UNITED BANKSHARES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

           THIS SECOND AMENDMENT AND FIRST RESTATEMENT of the United Bankshares, Inc. Supplemental Executive Retirement Agreement is made this ___day of                      , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between UNITED BANKSHARES, INC. , a West Virginia bank holding company (the “Company”) and                      (the “Executive”).

           WHEREAS, the Company and Executive entered into the United Bankshares, Inc. Supplemental Executive Retirement Agreement as of                      , 200___(the “Agreement”); and

           WHEREAS, effective November 1, 2007 the Company approved a First Amendment to the Agreement; and,

           WHEREAS, the Company and Executive desire to enter into this Second Amendment and Restatement of the Agreement, as First Amended November 1, 2007 and as further amended and restated herein;

           NOW, THEREFORE, the Company and Executive mutually agree to amend and restate the Agreement as follows:

INTRODUCTION

          To encourage the Executive to remain an employee of the Company, the Company is willing to provide supplemental retirement benefits to the Executive. The Company will pay the benefits from its general assets. This Agreement is amended and restated for the purpose of complying with the requirements of Code § 409A (and notwithstanding any other provisions of this amended and restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 and 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, and (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), the Executive, by executing this Agreement, shall be deemed to have elected the timing and form of distribution provisions of Articles 2 and 3 of this amended and restated Agreement, and to otherwise further revise the Agreement.

AGREEMENT

          The Company and the Executive agree as follows:

Article 1
Definitions

          Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

          1.1 “Actuarial Equivalence” means the equivalent annual benefit computed using the mortality table (or other tabular table) specified in the Company’s United Bankshares, Inc. Pension Plan, as the same may be amended from time to time, for the purpose of determining a lump sum payout under such United Bankshares, Inc. Pension Plan and using an interest rate of six percent (6%).

          1.2 “Accrual Balance” means the amount of the accounting accrual determined as of the last business day of the immediately preceding fiscal year as reflected on the Company’s balance sheet for the Executive’s benefit to be paid hereunder.

          1.3 “Code” means the Internal Revenue Code of 1986, as amended.

          1.4 “Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled, provided, however that in the case of determination by the carrier of any individual or group disability insurance policy covering the Executive, the Executive must meet one of the following requirements to be considered disabled:

	a)		The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
	b)		The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Company’s employees.

All provided that the definition of “Disability” hereunder meets the definition of “Disability” pursuant to Code Section 409A and applicable regulations thereunder. The Executive must submit proof to the Company of the carrier’s or Social Security Administration’s determination upon the request of the Company.

          1.5 “Early Retirement” means the Executive’s Termination of Employment, including by Disability or death, before attaining Normal Retirement Age.

          1.6 “Early Retirement Date” means the month, day and year in which Early Retirement occurs.

          1.7 “Effective Date” means                      2008; provided, however, that all provisions of this Agreement required to comply with Code § 409A and the regulations thereunder shall be effective as of January 1, 2005.

          1.8 “Final Pay” means the total annual base salary payable to the Executive at the rate projected to be in effect at Normal Retirement Age. To determine Final Pay as of the Normal Retirement Age, the total annual base salary for the complete calendar year preceding the date of determination shall be projected to the year including the Executive’s attainment of Normal Retirement Age and shall be projected with the salary scale used to determine the Accrual Balance as of the Company’s fiscal year end immediately preceding the date of determination. Final Pay shall not be reduced for any salary reduction contributions to: (i) cash or deferred arrangements under Section 401(k) of the Code; (ii) a cafeteria plan under Section 125 of the Code; or (iii) a deferred compensation plan that is not qualified under Section 401(a) of the Code .

          1.9 “Normal Retirement Age” means the Executive’s 65 ^th birthday.

          1.10 “Normal Retirement Date” means the date on which Executive attains Normal Retirement Age.

          1.11 “Plan Year” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

          1.12 “Social Security Benefit” payable if applied for by the Executive at Normal Retirement Age shall mean the benefit which would be payable if applied for by Executive at Normal Retirement Age projected with the assumptions used to project Social Security amounts for the Accrual Balance as of the Company’s fiscal year end immediately preceding the date of determination.

          1.13 “Specified Employee” means, in the case of any Participant meeting the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that such Participant shall, for purposes of this Plan, thereafter be a Specified Employee under this Plan for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

          1.14 “Termination for Cause” See Article 5.

          1.15 “Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, including but not limited to termination by reason of Disability or death, and other than by reason of a leave of absence approved by the Company, provided, however, that the employment relationship is treated as continuing intact while the Executive is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the individual’s right to reemployment with the Company is provided either by statute or by

contract and provided further that if the period of leave exceeds six months and the Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Termination of Employment” shall mean “Separation from Service” hereunder and such terms shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A and applicable regulations thereunder, including but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availablility to perform services after a purported termination of services or availability to perform services after a purported Termination of Employment or Separation from Service and (ii) in any instance in which such Executive is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Executive shall only be considered to meet the requirements of a Termination of Employment or Separation from Service hereunder if such Participant meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Termination of Employment or Separation from Service under this Agreement which would otherwise apply, (iii) in any instance in which Executive is an employee and an independent contractor of the Company or any Affiliate or both the Executive must have a Separation from Service in all such capacities to meet the requirements of a Termination of Employment or Separation from Service hereunder, although, notwithstanding the foregoing, if Executive provides services both as an employee and a member of the Board of Directors of the Company or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether Executive has had a Termination or Employment or Separation from Service as an employee under this Agreement, provided that no plan in which such Executive participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Termination of Employment or Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

Article 2
Benefits During Lifetime

          2.1 Normal Retirement Benefit . Subject to the provisions of Article V, upon Termination of Employment, including but not limited to Termination of Employment by reason of death or Disability, on or after the Normal Retirement Age the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement; provided, however, in the event of the Executive’s death on or after the Normal Retirement Age, without

Executive having had a Termination of Employment prior to death, death benefits shall be paid in accordance with the provisions of Article 3.

                2.1.1 Amount of Benefit . The annual benefit under this Section 2.1 is 70 percent of the Executive’s Final Pay, reduced by:

	a)		One hundred percent (100%) of the primary Social Security benefit payable (before earnings reduction) to the Executive or which would be payable if applied for by the Executive upon his Normal Retirement Age;
	b)		the annual amount of benefits payable to the Executive upon his Normal Retirement Age (whether or not actually paid) from the Company’s qualified pension plan (the “Pension Plan”) on a single life annuity basis; and
	c)		the annual amount of benefits payable to the Executive upon his Normal Retirement Age, on a single life annuity basis, attributable to the portion of the Executive’s account balances arising from employer contributions (but excluding the portion of such balances arising from employee salary reduction contributions) from the Bank’s Section 401(k) plan. The equivalent single life annuity basis of the appropriate account balance shall be determined using the Executive’s age at the date of determination and the mortality and interest rate assumptions defined in Actuarial Equivalence.

               2.1.2 Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive’s Termination of Employment on or after Executive’s Normal Retirement Date; provided, however, that if Executive is a Specified Employee on such date of Executive’s Termination of Employment or Separation from Service, notwithstanding the foregoing or any other provision of this Agreement, the first such installment shall be paid on the date which is six months after such Termination of Employment or Separation from Service of Executive (other than by death,) with the equal monthly installments to continue on a monthly basis thereafter, (unless such Termination of Employment is by death in which case such installments shall commence with the month following the Executive’s date of death.) The annual benefit shall be paid to the Executive for a period of 15 years.

          2.2 Early Retirement Benefit . Subject to the provisions of Article V, upon Early Retirement, including but not limited to Early Retirement due to death or Disability, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

               2.2.1 Amount of Benefit . The annual benefit under this Section 2.2 is 60 percent of the Executive’s Final Pay, reduced by:

(a)

One hundred percent (100%) of the primary Social Security benefit payable (before earnings reduction) to the Executive or which would be payable if applied for by the Executive upon his Normal Retirement Age;

	(b)		the annual amount of benefits payable to the Executive upon his Normal Retirement Age (whether or not actually paid) from the Company’s qualified pension plan (the “Pension Plan”) on a single life annuity basis; and
	(c)		the annual amount of benefits payable to the Executive upon his Normal Retirement Age, on a single life annuity basis, attributable to the portion of the Executive’s account balances arising from employer contributions (but excluding the portion of such balances arising from employee salary reduction contributions) from the Bank’s Section 401(k) plan. The equivalent single life annuity basis of the appropriate account balance shall be determined using the Executive’s age at the date of determination deferred to the Normal Retirement Age and the mortality and interest rate assumptions defined in Actuarial Equivalence.

               2.2.2 Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive’s Early Retirement Date, provided, however, that if Executive is a Specified Employee on such date of Executive’s Termination of Employment or Separation from Service, notwithstanding the foregoing or any other provision of this Agreement, the first such installment shall be paid on the date which is six months after such Termination of Employment or Separation from Service of Executive (other than by death,) with the equal monthly installments to continue on a monthly basis thereafter, (unless such Termination of Employment is by death in which case such installments shall commence with the month following the Executive’s date of death ) The annual benefit shall be paid to the Executive for a period of 15 years.

          2.3 Disability Benefit . If the Executive terminates employment due to Disability the Normal Retirement Benefit under Section 2.1 shall be payable if the Termination of Employment or Separation from Service of Executive occurs on or after Normal Retirement Age, or the Early Retirement Benefit shall be payable under Section 2.2 if the Termination of Employment or Separation from Service of Executive occurs before Normal Retirement Age, all in lieu of any other benefit under this Agreement.

          2.4 Six Month Delay for Payment Upon Separation from Service Other than By Death of Specified Employee . Notwithstanding any other provision of this Agreement, no payment upon or based upon Separation from Service may be made under this Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, of Executive if Executive is a Specified Employee on Executive’s date of Separation from Service.

Article 3
Death Benefits

          3.1 Death During Active Service . If the Executive dies while in the active service of the Company, and is entitled to a benefit under Article 2 of this Agreement, the Company shall pay the same benefit payments and for the same period of time as provided in the Agreement to the Executive’s beneficiary in the amount that the Executive was entitled to as of the date of his death

under said Article 2, except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.

          3.2 Death During Payment of a Benefit . If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

          3.3 Death After Termination of Employment But Before Payment of a Benefit Commences . If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Executive’s beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the earlier of (i) the same time as they would have been paid to the Executive had the Executive survived or (ii) the first day of the month following the date of the Executive’s death.

Article 4
Beneficiaries

          4.1 Beneficiary Designations . The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.

          4.2 Facility of Payment . If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

          5.1 Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

	a)		Gross negligence or gross neglect of duties;
	b)		Commission of a felony or of a gross misdemeanor involving moral turpitude; or

c)

Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in an adverse effect on the Company.

          5.2 Suicide or Misstatement . The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

           5.3 Competition After Termination of Employment . The Company shall not pay any benefit under this Agreement if the Executive, at any time during the 12 calendar months following Termination of Employment and without the prior written consent of the Company (a) engages in or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any Competitive Enterprise; or (b) becomes interested in, directly or indirectly, as a proprietor, partner, officer, director, member, consultant or substantial stockholder, shareholder, or stakeholder, any Competitive Enterprise; provided, however, that this Section 5.3 shall not apply if the Executive’s Termination of Employment is for Good Reason or if there is a Wrongful Termination of Executive.

          For purposes of this Section 5.3, the following definitions shall apply:

	a)		“Change of Control” means (i) a change of ownership of the Company 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”)), or 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 the Company’s then outstanding securities; or (ii) 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.
	b)		“Competitive Enterprise” means any business, organization, company, corporation, partnership or business entity or enterprise of any type that (i) is or may be deemed to be competitive with any business carried on by the Company as of the date of Termination of Employment, and (ii) is conducted within a 50-mile radius of any Company location where Executive conducted or supervised or otherwise engaged in business of the Company.
	c)		“Good Reason” means a Change of Control in the Company and as a direct result thereof prior to the expiration of thirty-six months after

			consummation of a Change of Control, there is: (i) a decrease in the total amount of the Executive’s base salary below its level in effect on the date of consummation of the Change of Control, without the Executive’s consent; or (b) a material reduction in the importance of the Executive’s job responsibilities, without the Executive’s consent; or (ii) a geographical relocation of the Executive to an office more than 50 miles from the Executive’s location at the time of the Change of Control, without the Executive’s consent.
	d)		“Wrongful Termination” means Executive’s Termination of Employment by the Company for any reason other than Termination for Cause or the death or Disability of Executive prior to the expiration of thirty-six (36) months after consummation of the Change of Control.

Article 6
Claims and Review Procedures

          6.1 Claims Procedure . An Executive or beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

               6.1.1 Initiation — Written Claim . The claimant initiates a claim by submitting to the Company a written claim for the benefits.

               6.1.2 Timing of Company Response . The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

          In the case of a claim for benefits due to Disability, the Company shall notify the claimant of the Plan’s denial within a reasonable period of time, but not later than 45 days after receipt of the claim by the Company. This period may be extended by the Company for up to 30 days, provided that the Company both determines that such an extension is necessary due to matters beyond its control and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Company expects to render a decision. If, prior to the end of the first 30-day extension period, the Company determines that, due to matters beyond its control, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Company notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Company expects to render a decision. In the case of any extension hereunder, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least 45 days within which to provide the specified information.

               6.1.3 Notice of Decision . If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

	a)		The specific reasons for the denial;
	b)		A reference to the specific provisions of the Agreement on which the denial is based;
	c)		A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
	d)		An explanation of the Agreement’s review procedures and the time limits applicable to such procedures;
	e)		In the case of denial of a claim based upon Disability, a copy of any internal rule, guideline, protocol or similar criteria relied upon or a statement that such was relied upon and will be provided free of charge upon request; and
	f)		A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

          6.2 Review Procedure . If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

               6.2.1 Initiation — Written Request . To initiate the review, the claimant, within 60 days (180 days for a claim based on the Executive’s Disability) after receiving the Company’s notice of denial, must file with the Company a written request for review.

               6.2.2 Additional Submissions — Information Access . The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

               6.2.3 Considerations on Review . In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

          For a claim involving Disability, the following rules shall apply: (i) the review will not give Executive’s deference to the initial adverse benefit determination and will be conducted by the Company or its designee, not including any individual who made the decision to deny benefits, nor the subordinate of such individual who made the decision to deny benefits, (ii) a health care professional with appropriate training and experience in the field of medicine involved and who is neither an individual who was consulted in connection with the denial nor the subordinate of such individual, will be consulted, and (iii) the denial will identify the medical or vocational experts whose advice was obtained in connection with the claim.

               6.2.4 Timing of Company Response . The Company shall respond in writing to such claimant within 60 days (45 days for a claim involving the Executive’s Disability) after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

          In the case of a denial involving a claim for benefits based upon the Executive’s Disability, the claimant will be provided a copy of any internal rule, guideline, protocol or similar criteria relied upon, or a statement that such was relied upon and will be provided, free of charge upon claimant’s request. The written decision on review shall be given to the claimant within the sixty (60) day (or, if applicable, the forty-five (45) day) or extended time limit discussed above. All decisions on review shall be final and binding with respect to all concerned parties.

               6.2.5 Notice of Decision . The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

	a)		The specific reasons for the denial;
	b)		A reference to the specific provisions of the Agreement on which the denial is based;
	c)		A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits;
	d)		A statement of the claimant’s right to bring a civil action under ERISA Section 502(a); and
	e)		In the case of denial of a claim based upon Disability, a copy of any internal rule, guideline, protocol or similar criteria relied upon or a statement that such was relied upon and will be provided free of charge upon request.

Article 7
Amendments and Termination

          This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive, provided that with respect to a termination, no acceleration of any benefit shall be permitted hereunder except where the acceleration of the benefit is made pursuant to a termination and liquidation in a manner that would not constitute an impermissible acceleration under Code Section 409A pursuant to Treas. Reg. 1.409A-3(j)(4)(ix) or any similar or successor law, regulation or guidance thereunder of like import.

          Notwithstanding the previous paragraph in this Article 7, the Company may amend or terminate this Agreement at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits) and the Company may amend to comply with the provisions of Code Section 409A and the regulations thereunder or any similar or successor law of like import, all provided that (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this Article 7 respecting amendment of this Agreement are irrevocable.

Article 8
Miscellaneous

          8.1 Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

          8.2 No Guarantee of Employment . This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment under state law or the terms of any applicable employment contract.

          8.3 Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

          8.4 Reorganization . The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

          8.5 Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

          8.6 Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of West Virginia, except to the extent preempted by the laws of the United States of America.

          8.7 Unfunded Arrangement . The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

          8.8 Entire Agreement . This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

          8.9 Administration . The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

	a)		Establishing and revising the method of accounting for the Agreement;
	b)		Maintaining a record of benefit payments;
	c)		Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
	d)		Interpreting the provisions of the Agreement.

               All actions and decisions of the Administrator regarding this Agreement shall be final, binding and conclusive upon all persons, subject to the Claims and Review Procedures provisions set forth in Article VI above.

          8.10 Named Fiduciary . The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals.

          8.11 Counterparts . This Agreement may be executed in one or more counterparts, which taken together shall constitute an original.

           IN WITNESS WHEREOF , the Executive and the Company have signed this Agreement.

BENEFICIARY DESIGNATION

UNITED BANKSHARES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

I designate the following as beneficiary of any death benefits under this Agreement:

Primary: ____________________________________________________________________

_______________________________________________________________________________________

Contingent: _____________________________________________________________________________

________________________________________________________________________________________

Note :		To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature                                                                                    

Date                                                                                   

Received by the Company this ___day of                      , 200       .

By                                                                                          

Title                                                                                    

EXHIBIT 10.6

SECOND AMENDMENT AND FIRST RESTATEMENT
OF THE UNITED BANKSHARES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

           THIS SECOND AMENDMENT AND FIRST RESTATEMENT of the United Bankshares, Inc. Supplemental Executive Retirement Agreement is made this ___day of                      , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between UNITED BANKSHARES, INC. , a West Virginia bank holding company (the “Company”) and                      (the “Executive”).

           WHEREAS, the Company and Executive entered into the United Bankshares, Inc. Supplemental Executive Retirement Agreement as of                      , 200___ (the “Agreement”); and

           WHEREAS, effective November 1, 2007 the Company approved a First Amendment to the Agreement; and

           WHEREAS, the Company and Executive now desire to Amend and Restate said Agreement in its entirety for the purpose of clarity and for the purpose of complying with the requirements of Code § 409A; and

           WHEREAS, the Company intends this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly, notwithstanding any other provisions of this Amended and Restated Plan, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 and 2008 and shall not (i) cause an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) cause an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) cause an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under such Transition Relief to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), the Executive, by executing this Amendment and Restatement, shall be deemed to have elected the timing and form of distribution provisions of this Amended and Restated Plan, on or before December 31, 2008, (provided that this applies only to amounts that would not otherwise be payable in 2006 and shall not cause an amount to be paid in 2006 that would not otherwise be payable in such year, this applies only to amounts that would not otherwise be payable in 2007 and shall not cause an amount to be paid in 2007 that would not otherwise be payable in such year, and this applies only to amount that would not otherwise be payable in 2008 and shall not cause an amount to be paid in 2008 that would not otherwise be payable in such year.)

           NOW, THEREFORE, the Company and Executive mutually agree to amend and restate the Agreement in its entirety as follows:

INTRODUCTION

          To encourage the Executive to remain an employee of the Company, the Company is willing to provide supplemental retirement benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT

          The Company and the Executive agree as follows:

Article 1
Definitions

          Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

     1.1 “ Code ” means the Internal Revenue Code of 1986, as amended.

     1.2 “ Disability ” — a Participant shall be considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A.

     1.3 “ Early Termination ” means the Termination of Employment before Normal Retirement Age and before Disability, and for reasons other than death, Disability, or Termination for Cause.

     1.4 “ Early Termination Date ” means the month, day and year in which Early Termination occurs.

     1.5 “ Effective Date ” means                                           , 2008, provided, however that all provisions of this Agreement applicable to compliance with Code Section 409A and the regulations thereunder shall be effective as of January 1, 2005.

     1.6 “ Normal Retirement Age ” means the Executive’s 60 ^th birthday.

     1.7 “ Normal Retirement Date ” means the later of Normal Retirement Age or Termination of Employment.

     1.8 “ Plan Year ” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on October 1, 2003.

     1.9 “ Specified Employee ” means, in the case of Executive, if Executive shall meet the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that Executive shall, in such event, for purposes of this Agreement, thereafter be a Specified Employee under this Agreement for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

     1.10 “ Termination for Cause ” shall be defined as set forth in Article 5.

     1.11 “ Termination of Employment ” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company, provided however, that the employment relationship is treated as continuing intact while the Executive is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the individual’s right to reemployment with the Company is provided either by statute or by contract and provided further that if the period of leave exceeds six months and the Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the terms “Termination of Employment” shall mean “Separation from Service” hereunder and such terms shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A and applicable regulations thereunder, including but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availablility to perform services after a purported termination of services or availability to perform services after a purported Termination of Employment or Separation from Service, (ii) in any instance in which such Executive is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Executive shall only be considered to meet the requirements of a Termination of Employment or Separation from Service hereunder if such Executive meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Termination of Employment or Separation from Service under this Agreement which would otherwise apply, (iii) in any instance in which Executive is an employee and an independent contractor of the Company or any Affiliate or

both Executive must have a Separation from Service in all such capacities to meet the requirements of a Termination of Employment or Separation from Service hereunder, although, notwithstanding the foregoing, if Executive provides services both as an employee and a member of the Board of Directors of the Company or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether Executive has had a Termination or Employment or Separation from Service as an employee under this Agreement, provided that no plan in which Executive participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Termination of Employment or Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

Article 2
Benefits During Lifetime

     2.1 Normal Retirement Benefit . Subject to the provisions of Section 2.4, upon Termination of Employment on or after Normal Retirement Age, for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

     2.1.1 Amount of Benefit . The annual benefit under this Section 2.1 is $100,000 (One Hundred Thousand Dollars). Any amendment to this subparagraph 2.1.1, including but not limited to any increase, in the sole discretion of the Company’s Board of Directors, in the annual benefit under this Section 2.1.1 shall require a written amendment to this Agreement, and shall be subject to the restrictions on amendment set forth in Article 7 of this Agreement.

     2.1.2 Payment of Benefit . Subject to the provisions of Section 2.4, the Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the first day of the month following the Executive’s Normal Retirement Date. The annual benefit shall be paid to the Executive for a period of 15 years.

     2.2 Early Termination Benefit . Subject to the provisions of Section 2.4, upon Early Termination prior to Disability, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

     2.2.1 Amount of Benefit . The annual benefit under this Section 2.2 is the dollar amount equal to the Accrual Balance set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date, plus the prorated amount of accruals up to the month in which Early Termination occurs, subject to the following vesting schedule:

This benefit is determined by calculating a 15-year fixed annuity from the Accrual Balance plus pro-rated accruals, crediting interest on the unpaid balance at an annual rate of 6.0 percent, compounded monthly.

     2.2.2 Payment of Benefit . Subject to the provisions of Section 2.4, the Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with first day of the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for a period of 15 years.

     2.3 Disability Benefit . If the Executive is Disabled prior to Normal Retirement Age and prior to Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

     2.3.1 Amount of Benefit . The annual benefit under this Section 2.3 is the dollar amount equal to the Accrual Balance set forth on Schedule A for the Plan Year ending immediately prior to the date on which Disability occurs, plus the prorated amount of accruals up to the month during which Disability occurs, subject to the following vesting schedule:

This benefit is determined by calculating a 15-year fixed annuity from the Accrual Balance plus pro-rated accruals, crediting interest on the unpaid balance at an annual rate of 6.0 percent, compounded monthly.

     2.3.2 Payment of Benefit . The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the first day of the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for a period of 15 years.

     2.4 Six Month Delay for Payment After Termination of Employment or Separation from Service of Any Specified Employee . Notwithstanding the provisions of Section 2.1, 2.2 or any other provision of this Agreement, if any payment is to be made under Section 2.1, 2.2 any other provision of this Agreement, to Executive upon or based upon Termination of Employment or Separation from Service other by death, in the event that Executive is a Specified Employee on the date of the Executive’s Termination of Employment or Separation from Service, and such payment is to be made to Executive upon or within six months after Executive’s Termination of Employment or Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Termination of Employment or Separation from Service of Executive (other than by death,) provided further, however, that in the case of any monthly installments to be paid upon or based upon Termination of Employment or Separation from Service other than by death, if any such monthly installments are to be paid on or before the date which is six months after Executive’s Termination of Employment or Separation from Service, other than by death, (in the event that Executive is a Specified Employee on the date of Executive’s Termination of Employment or Separation from Service other than by death,) the first such installment shall be paid on the date which is six months after such Separation from Service or Termination of Employment of Executive (other than by death,) with the monthly installments to continue thereafter. Notwithstanding any of the foregoing, or any other provision of this Agreement, no payment upon or based upon Separation from Service or Termination of Employment may be made under this Agreement before the date that is six months after the date of Separation from Service or Termination of Employment, or, if earlier, the date of death, of Executive in the event that Executive is a Specified Employee on Executive’s of Separation from Service or Termination of Employment.

Article 3
Death Benefits

     3.1 Death During Active Service . If the Executive dies while in the active service of the Company, and is entitled to a benefit under Article 2 of this Agreement, the Company shall pay the same benefit payments and for the same period of time as provided in the Agreement to the Executive’s beneficiary in the amount that the Executive was entitled to as of the date of his death under said Article 2, except that the benefit payments shall commence on the first day of the month following the date of the Executive’s death.

     3.2 Death During Payment of a Benefit . If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived, except that the provisions of Section 2.4 shall not apply.

     3.3 Death After Disability or Termination of Employment But Before Payment of a Benefit Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies after Disability or Termination of Employment but prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Executive’s beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the earlier of (i) the same time they would have been paid to the Executive had the Executive survived, or (ii) the first day of the month following the date of the Executive’s death, and the provisions of Section 2.4 shall not apply.

Article 4
Beneficiaries

     4.1 Beneficiary Designations . The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.

     4.2 Facility of Payment . If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

     5.1 Termination for Cause . Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

     (a) Gross negligence or gross neglect of duties;

     (b) Commission of a felony or of a gross misdemeanor involving moral turpitude; or

     (c) Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in an adverse effect on the Company.

     5.2 Suicide or Misstatement . The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

     5.3 Competition After Termination of Employment . The Company shall not pay any benefit under this Agreement if the Executive, at any time during the 12 calendar months following Termination of Employment and without the prior written consent of the Company (a) engages in or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any Competitive Enterprise; or (b) becomes interested in, directly or indirectly, as a proprietor, partner, officer, director, member, consultant or substantial stockholder, shareholder, or stakeholder, any Competitive Enterprise. For purposes of this provision, the term “Competitive Enterprise” is defined as any business organization, company, corporation, partnership or business entity or enterprise of any type that (a) is or may be deemed to be competitive with any business carried on by the Company as of the date of Termination of Employment; and (b) is

conducted within a 50-mile radius of any Company location where Executive conducted or supervised or otherwise engaged in business of the Company.

     For purposes of this Section 5.3, the following definitions shall apply:

(a) “ Change of Control” means (i) a change of ownership of the Company 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”)), or 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 the Company’s then outstanding securities; or (ii) 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.

(b) “ Competitive Enterprise” means any business, organization, company, corporation, partnership or business entity or enterprise of any type that (i) is or may be deemed to be competitive with any business carried on by the Company as of the date of Termination of Employment, and (ii) is conducted within a 50-mile radius of any Company location where Executive conducted or supervised or otherwise engaged in business of the Company.

(c) “ Good Reason” means a Change of Control in the Company and as a direct result thereof prior to the expiration of thirty-six months after consummation of a Change of Control, there is: (i) a decrease in the total amount of the Executive’s base salary below its level in effect on the date of consummation of the Change of Control, without the Executive’s consent; or (b) a material reduction in the importance of the Executive’s job responsibilities, without the Executive’s consent; or (ii) a geographical relocation of the Executive to an office more than 50 miles from the Executive’s location at the time of the Change of Control, without the Executive’s consent.

(d) “Wrongful Termination” means Executive’s Termination of Employment by the Company for any reason other than Termination for Cause or the death or Disability of Executive prior to the expiration of thirty-six (36) months after consummation of the Change of Control.

Article 6
Claims and Review Procedures

     6.1 Claims Procedure . An Executive or beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

     6.1.1 Initiation — Written Claim . The claimant initiates a claim by submitting to the Company a written claim for the benefits.

     6.1.2 Timing of Company Response . The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day

period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

     In the case of a claim for benefits due to Disability, the Company shall notify the claimant of the Plan’s denial within a reasonable period of time, but not later than 45 days after receipt of the claim by the Company. This period may be extended by the Company for up to 30 days, provided that the Company both determines that such an extension is necessary due to matters beyond its control and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Company expects to render a decision. If, prior to the end of the first 30-day extension period, the Company determines that, due to matters beyond its control, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Company notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Company expects to render a decision. In the case of any extension hereunder, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least 45 days within which to provide the specified information.

     6.1.3 Notice of Decision . If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

     (a) The specific reasons for the denial;

     (b) A reference to the specific provisions of this Agreement on which the denial is based;

     (c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

     (d) An explanation of this Agreement’s review procedures and the time limits applicable to such procedures;

     (e) In the case of denial of a claim based upon Disability, a copy of any internal rule, guideline, protocol or similar criteria relied upon or a statement that such was relied upon and will be provided free of charge upon request; and

     (f) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

     6.2 Review Procedure . If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

     6.2.1 Initiation — Written Request . To initiate the review, the claimant, within 60 days (180 days for a claim based on the Executive’s Disability) after receiving the Company’s notice of denial, must file with the Company a written request for review.

     6.2.2 Additional Submissions — Information Access . The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge,

reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

     6.2.3 Considerations on Review . In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     For a claim involving Disability, the following rules shall apply: (i) the review will not give Executive’s deference to the initial adverse benefit determination and will be conducted by the Company or its designee, not including any individual who made the decision to deny benefits, nor the subordinate of such individual who made the decision to deny benefits, (ii) a health care professional with appropriate training and experience in the field of medicine involved and who is neither an individual who was consulted in connection with the denial nor the subordinate of such individual, will be consulted, and (iii) the denial will identify the medical or vocational experts whose advice was obtained in connection with the claim.

     6.2.4 Timing of Company Response . The Company shall respond in writing to such claimant within 60 days (45 days for a claim involving the Executive’s Disability) after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

     In the case of a denial involving a claim for benefits based upon the Executive’s Disability, the claimant will be provided a copy of any internal rule, guideline, protocol or similar criteria relied upon, or a statement that such was relied upon and will be provided, free of charge upon claimant’s request. The written decision on review shall be given to the claimant within the sixty (60) day (or, if applicable, the forty-five (45) day) or extended time limit discussed above. All decisions on review shall be final and binding with respect to all concerned parties.

     6.2.5 Notice of Decision . The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

     (a) The specific reasons for the denial;

     (b) A reference to the specific provisions of this Agreement on which the denial is based;

     (c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

     (d) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a); and

     (e) In the case of denial of a claim based upon Disability, a copy of any internal rule, guideline, protocol or similar criteria relied upon or a statement that such was relied upon and will be provided free of charge upon request.

Article 7
Amendments and Termination

     This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive, provided that with respect to a termination, no acceleration of any benefit shall be permitted hereunder except where the acceleration of the benefit is made pursuant to a termination and liquidation in a manner that would not constitute an impermissible acceleration under Code Section 409A pursuant to Treas. Reg. 1.409A-3(j)(4)(ix) or any similar or successor law, regulation or guidance thereunder of like import.

     Notwithstanding the previous paragraph in this Article 7, the Company may amend or terminate this Agreement at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits.) In addition, notwithstanding the foregoing, and all subject to Section 2.4, (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this Article 7 respecting amendment of this Agreement are irrevocable.

Article 8
Miscellaneous

     8.1 Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

     8.2 No Guarantee of Employment . This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment under state law or the terms of any applicable employment contract.

     8.3 Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

     8.4 Reorganization . The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

     8.5 Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

     8.6 Applicable Law . The Agreement and all rights hereunder shall be governed by the laws of the State of West Virginia, except to the extent preempted by the laws of the United States of America.

     8.7 Unfunded Arrangement . The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

     8.8 Entire Agreement . This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

     8.9 Administration . The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

	(a)		Establishing and revising the method of accounting for the Agreement;
	(b)		Maintaining a record of benefit payments;
	(c)		Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
	(d)		Interpreting the provisions of the Agreement.

     8.10 Named Fiduciary . The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals.

     8.11 Counterparts . This Agreement may be executed in one or more counterparts, which taken together shall constitute an original.

     IN WITNESS WHEREOF, the Executive and the Company have signed this Amended and Restated Agreement.

BENEFICIARY DESIGNATION

UNITED BANKSHARES, INC.
SALARY CONTINUATION AGREEMENT

I designate the following as beneficiary of any death benefits under this Agreement:

Primary:

Contingent:

Note:		To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature

 

Date

 

Received by the Company this ___ day of ____________, 200_.

By

 

Title

 

EXHIBIT 10.7

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT

          THIS AMENDED AND RESTATED AGREEMENT, made as of this         day of                      , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between United Bank, a Virginia state bank, successor by merger to The Marathon Bank (the “Bank”), United Bankshares, Inc. (the “Company”) and                                           (the “Eligible Employee”). The Company, the Bank and the Eligible Employee shall be individually referred to as a “Party” and collectively referred to as the “Parties.”

WITNESSETH:

          WHEREAS, the Eligible Employee is currently a valued employee of the Company or Bank who is a member of a select group of management or a highly-compensated employee of the Company or Bank; and

          WHEREAS, the Bank and the Company wish to induce the Eligible Employee’s continued employment by supplementing the Eligible Employee’s retirement income; and

          WHEREAS, the Bank by its predecessor by merger, The Marathon Bank, has adopted and established, effective as of January 1, 2004, a non-qualified unfunded supplemental executive retirement agreement with the Eligible Employee with such agreement and certain other agreements with other employees of the Bank which together constituted The Marathon Bank, predecessor by merger to Bank, Executive Retirement Plan; and

          WHEREAS, by this Agreement, the Company, Bank and Eligible Employee desire to further amend and restate the supplemental executive retirement agreement, with certain agreed upon modifications and for the purpose of complying with the requirements of Section 409A of the Code and the Company, Bank and Eligible Employee intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly, notwithstanding any other provisions of this amended and restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), Eligible Employee, by executing this Agreement, shall be deemed to have elected the timing and distribution provisions of this Amended and Restated Agreement, and to have elected the form of distribution or distributions as set forth herein, all prior to December 31, 2008.

          NOW, THEREFORE, the Company, Bank and the Eligible Employee do hereby adopt and approve this Amended and Restated Agreement consisting of the terms and provisions set forth below:

           Section 1. Definitions . A number of terms are defined throughout this Agreement when the term is first used. In addition, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

          (a) “Cause” means: (1) the repeated failure of Eligible Employee to perform the responsibilities and duties for which he has been employed; (2) the commission of an act by Eligible Employee constituting dishonesty or fraud against the Company or the Bank; (3) the conviction for or the entering of a guilty or no contest plea with respect to a felony; (4) habitual absenteeism, chronic alcoholism or any other form of substance abuse; or (5) the commission of an act by Eligible Employee involving gross negligence or moral turpitude that brings the Company or any of its affiliates into public disrepute or disgrace or causes material harm to the customer relations, operations or business prospects of the Company or any of its affiliates.

          (b) “Designated Beneficiary” means any person or persons (who may be designated contingently or successively) to whom payments are to be made under Section 2 and which are so designated by the Eligible Employee signing a form provided by the Company or Bank for such purpose. A beneficiary designation form will be effective only after the signed form is filed with the Company or Bank while the Eligible Employee is alive and such form will cancel all beneficiary designation forms signed and filed earlier with the Company or Bank. If the Eligible Employee fails to designate a beneficiary as provided herein, or if all the designated beneficiaries of the Eligible Employee die before the Eligible Employee or before complete payment of all amounts due hereunder, the Company or Bank shall pay the unpaid amount to the legal representative or representatives of the estate of the last to die of the Eligible Employee and the Designated Beneficiary (or beneficiaries).

          (c) “Disability” or “Disabled” means that Eligible Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Company, Bank or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A.

          (d) “Final Compensation” means the Eligible Employee’s compensation fro the last complete calendar year of employment with the Bank. Compensation shall mean the sum of (i) the Eligible Employee’s base salary, before any adjustments for deferrals made to a section 401(k) or 125 plan by the Company, Bank or Eligible Employee on the Eligible Employee’s behalf, or deferrals made to any non-qualified deferred compensation plan, and (ii) any bonus paid with respect to such year.

          (e) “Company” means United Bankshares, Inc., or such successor corporation.

          (f) “Installment Payments” means all payments made under this Agreement to the Eligible Employee or to a Designated Beneficiary.

          (g) “Plan Year” means year ending, or partial year ending, December 31 ^st .

          (h) “Year of Service” means a twelve-month period in which the Eligible Employee provides services to the Company or Bank, as the case may be, on a substantially full-time basis commencing on the Eligible Employee’s date of hire by the Bank or the Company or any of its affiliates and on each anniversary thereof.

          (i) “Separation from Service” means the severance of Eligible Employee’s employment with Company, Bank or an Affiliate for any reason. Eligible Employee separates from service with Company, Bank or an affiliate if he dies, retires, separates from service because of Eligible Employee’s Disability, or otherwise has a termination of employment with Company, Bank or an Affiliate. However, the employment relationship is treated as continuing intact while Eligible Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as Eligible Employee’s right to reemployment with Company, Bank or an Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and Eligible Employee’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A including, but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, (ii) in any instance in which such Eligible Employee is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Eligible Employee shall only be considered to meet the requirements of a Separation from Service hereunder if such Eligible Employee meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply (iii) in any instance in which Eligible Employee is an employee and an independent contractor of Company, Bank or any Affiliate or any combination thereof, the Eligible Employee must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if an Eligible Employee provides services both as an employee and a member of the Board of Directors of the Company, Bank or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether the Eligible Employee has had a Separation from Service as an employee under this Agreement, provided that no plan in which such Eligible Employee participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

          (j) “Specified Employee” means, in the case of any Eligible Employee meeting the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that such Eligible Employee shall, for purposes of this Agreement, thereafter be a Specified Employee under this Agreement for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

           Section 2. Payment of Benefits . (a) Upon Retirement . Upon Eligible Employee’s Separation from Service, including but not limited to Separation from Service by death, on or after the attainment of age sixty-five (65), without Eligible Employee having become Disabled prior to age 65, but including Separation from Service after Disability if such Disability occurs on or after age 65, the Company shall pay the Eligible Employee (or the Eligible Employee’s Designated Beneficiary, if the Eligible Employee dies prior to receipt of all of the Installment Payments payable under this section) 180 monthly Installment Payments certain, equal to the quotient of (1) the product of (a) Eligible Employee’s Final Compensation, multiplied by (b) twenty-five percent (25%); (2) divided by 12. Installment Payments will commence not later than thirty days after (i) the Eligible Employee reaches age sixty-five (65) or (ii) his actual date of Separation from Service, whichever is later, provided, however that (1) the Eligible Employee is not permitted, directly or indirectly, to designate the taxable year of the payment and (2) provided, however that notwithstanding the foregoing, and notwithstanding any other provision of this Agreement, if such payments are to commence on or before the date which is six months after a Separation from Service of Eligible Employee, other than by death, and if on the date of such Separation from Service, Eligible Employee is a Specified Employee, then such first payment shall be made on the date which is six months after such Separation from Service of Eligible Employee other than by death and such Installments Payments shall be made in such installments thereafter.

          (b) In the Event of Disability Prior to Retirement . If the Eligible Employee becomes Disabled prior to Separation from Service and prior to reaching age sixty-five (65), the Company shall begin Installment Payments on the date of Disability. In accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Section 2(b) if it is made on a later date within the Eligible Employee’s same taxable year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date, provided that, in any event, the Eligible Employee is not permitted, directly or indirectly, to designate the taxable year of any payment. The Company shall pay the Eligible Employee (or the Eligible Employee’s Designated Beneficiary, if the Eligible Employee dies prior to receipt of all of the Installment Payments payable under this section) 180 monthly Installment Payments equal to the quotient of (1) the product of (a) Eligible Employee’s Final Compensation, multiplied by (b) twenty-five percent (25%); (2) divided by 12.

          (c) After Termination of Employment . If the Eligible Employee has a Separation from Service for any reason, other than death, Disability or Cause, prior to the Eligible Employee’s attainment of age sixty-five (65), and prior to Disability of the Eligible Employee, the Company shall pay to the Eligible Employee (or the Eligible Employee’s Designated Beneficiary, if the Eligible

Employee dies prior to receipt of all of the Installment Payments payable under this section) 180 monthly Installment Payments equal to the product of (1) an Installment Payment as calculated in Section 2(a) above, multiplied by (2) the Vesting Factor. This monthly benefit will commence no later than thirty days after the Eligible Employee attains the age of sixty-five (65), provided, however that (1) the Eligible Employee is not permitted, directly or indirectly, to designate the taxable year of the payment and (2) notwithstanding any of the foregoing, and notwithstanding any other provision of this Agreement, if such payments are to commence on or before the date which is six months after a Separation from Service of Eligible Employee, other than by death, and if on the date of such Separation from Service, Eligible Employee is a Specified Employee, then such first payment shall be made on the date which is six months after such Separation from Service of Eligible Employee other than by death and such Installments Payments shall be made in such installments thereafter. The Vesting Factor will be determined as follows:

For purposes of this Agreement, the Eligible Employee will earn one year of service for each complete Plan Year that occurs after the execution of this Agreement in which the Eligible Employee continues to provide services to the Company on a substantially full-time basis. Upon payment of the amounts described in this subsection, the Company shall have no further obligation under this Agreement.

          (d) In the Event of Death Prior to Entitlement to Installment Payments . If the Eligible Employee dies while employed by the Company or Bank, but prior to attaining age 65, becoming Disabled prior to age 65 or Separating from Service other than by death, neither the Company nor the Bank shall make any Installment Payments to the Eligible Employee, and the Company and the Bank shall have no further obligation under this Agreement.

          (e) In the Event of Death After the Entitlement to or Commencement of Installment Payments . If the Eligible Employee dies after Installment Payments have commenced, or Eligible Employee is entitled to benefits, as described in subsection 2(a), 2(b), or 2(c), (i) if Eligible Employee is entitled to benefits, as described in subsection 2(a), 2(b) or 2(c) but such Installment Payments have not yet commenced, the Company shall commence, on the date (or during the period of time, as the case may be, and in the event the payments were to commence during a period of time such as a period of, for example, thirty days, then provided that the Designated Beneficiary is not permitted, directly or indirectly, to designate the taxable year of the payment,) such Installment Payments would have commenced if the Eligible Employee had not died, payment of Installment Payments to the Eligible Employee’s Designated Beneficiary as set forth in subsection 2(a), 2(b) or 2(c) as the case may be, or (ii) if Installment Payments have commenced, the Company shall continue Installment Payments to the Eligible Employee’s Designated Beneficiary in either case for the difference between (1) 180 months minus (2) the number of Installment Payments previously paid to the Eligible Employee. Upon payment of the amounts described in this subsection, the Company and the Bank shall have no further obligation under this Agreement.

          (f) Six Month Delay for Payment Upon Separation from Service Other than By Death of Specified Employee . Notwithstanding any other provision of this Plan, no payment upon or based upon Separation from Service may be made under this Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, of Eligible Employee if Eligible Employee is a Specified Employee on Eligible Employee’s date of Separation from Service.

           Section 3. Forfeiture and Change in Control . (a) Forfeitures . The Eligible Employee’s benefits under this Agreement shall be forfeited upon the Eligible Employee’s entering into “competition” with the Company or Bank at any time after his employment is terminated for any reason, or for Cause. Notwithstanding the previous sentence, the provisions of this Section 3(a) shall not apply if the Eligible Employee is terminated after a Change In Control (as defined in Section 3(c)) for reasons other than Cause. For purposes of this section, “competition” shall mean the Eligible Employee’s engaging in any manner, directly or indirectly, individually, as a stockholder, partner, member, consultant, or agent of any company or other business organization or otherwise that engages in the development, marketing, selling or maintenance of any line of business that the Company or Bank actively conducts (the “Company Business”) in any county in which the Company, the Bank or an affiliated entity has an office or facility (the “Noncompete Area”).

          Notwithstanding the previous sentence, “competition” shall not include the Eligible Employee’s ownership of no more than 2% of the debt or equity securities of corporations listed on a registered securities exchange that directly or indirectly engage in the Company Business in the Noncompete Area.

          (b) Vesting and Establishment of a Grantor Trust upon a Change in Control . Notwithstanding the provisions of subsection 2(c), upon a Change in Control, the Vesting Factor (described in Section 2(c)) shall be 100%. In addition, upon a Change in Control, the Bank shall establish a grantor trust which shall be used exclusively for the funding of benefits under the Marathon Bank, predecessor by merger to Bank, Executive Retirement Plan and satisfying the claims of general creditors of the Bank in the event the Bank becomes insolvent.

          (c) Change in Control . For purposes of this Agreement, a “Change in Control” shall mean with respect to (i) the Company, Bank or an Affiliate for whom the Eligible Employee is performing services at the time of the Change in Control Event; (ii) the Company, Bank or any Affiliate that is liable for the payment to the Eligible Employee hereunder (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Eligible Employee for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control as defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue Service thereunder, meeting the requirements of such Change in Ownership of the corporation or Change in Effective Control of the corporation as a “Change in Control Event” thereunder.

           Section 4. Unfunded Arrangement . The Company’s obligation to make payments to any person under this Agreement is purely contractual. The Parties do not intend that the amounts payable hereunder be held by the Company in trust or as a segregated fund for the Eligible Employee, the Designated Beneficiary, or other person entitled to payments hereunder. The benefits provided under this Agreement shall be payable solely from the general assets of the Company, and neither the Eligible Employee nor any other person entitled to payments hereunder shall have any interest in any assets of the Company by virtue of this Agreement. The Company’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future. To the extent that this Agreement should be deemed to be a “pension plan,” the Parties intend that it be unfunded for federal income tax purposes, as well as for Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

           Section 5. Administration . (a) Named Fiduciary and Administrator . The named fiduciary shall be the Company. The named fiduciary shall have the authority to control and manage the operation and administration of this Agreement. The administration of this Agreement shall be under the supervision of a Director, officer or employee of the Company (hereinafter referred to as the “Administrator”) designated by the Board of Directors of the Company (the “Board”). It shall be a principal duty of the Administrator to see that the Agreement is carried out, in accordance with the terms of the Agreement.

          (b) Power of the Board or Designee . The Board, and any persons designated to act for the Board shall have such powers as are necessary to discharge their duties, including but not limited to interpretation and construction of the Agreement, the determination of all questions of eligibility, benefits and all other related or incidental matters. The Board, and any persons designated to act for the Board shall decide all questions in accordance with the terms of the controlling legal documents and applicable law and their good faith decision will be binding on the Bank, the Eligible Employee, and all other interested parties, subject to review or correction only when the interpretation or determination is arbitrary, capricious, contrary to law, or not supported by substantial evidence.

          (c) Expenses of Board, or Designee . The reasonable expenses of the Board or the Board’s designee, if any, incurred by such persons in the performance of their duties under the Agreement, including, without limitation, reasonable counsel fees and expense of other agents, shall be paid by the Bank.

           Section 6. Claims for Benefits . (a) Any claim for specific benefits under this Agreement shall be made by the person claiming a benefit under this Agreement (the “claimant”) in writing to the Administrator and the Administrator shall respond in writing. If any claim for benefits under this Agreement is wholly or partially denied, and in the event a claim is granted, written notice of the decision granting or denying the claim, as the case may be, shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the administrator expects to render a decision. Any claim not granted or denied within the period noted above shall be deemed to have been denied on the last day of the applicable period. In the case of a claim for benefits due to the

Eligible Employee’s Disability, the Administrator shall notify the claimant of the denial within a reasonable period of time, but not later than 45 days after receipt of the claim by the Administrator. This period may be extended for up to 30 days, provided that the Company and/or the Administrator both determines that such an extension is necessary due to matters beyond its control and notifies the claimant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Company expects to render a decision. If, prior to the end of the first 30-day extension period, the Company determines that, due to matters beyond its control, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Administrator notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Company expects to render a decision. In the case of any extension hereunder, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least 45 days within which to provide the specified information.

          (b) The Administrator shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (1) specific reasons for the denial; (2) specific reference to pertinent Agreement provisions upon which the denial is based; (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (4) an explanation of the Agreement’s claims review procedure as set forth below and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review and (5) in the case of denial of a claim hereunder based upon the Eligible Employee’s Disability, a copy of any internal rule, guideline, protocol or similar criteria relied upon or a statement that such was relied upon and will be provided free of charge upon claimant’s request.

          (c) The claimant (or such claimant’s authorized representative) may appeal the denial or deemed denial, in whole or in part, of his claim to the named fiduciary for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to the Administrator, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with the Board or its designee (the “Reviewer”) at any time within 60 days (or 180 days for a claim involving benefits based upon the Eligible Employee’s Disability) after receipt by the claimant of written notice of the denial of his claim or after the date of the deemed denial. Upon such a request for review, the claim shall be fully and fairly reviewed by the Reviewer which may, but shall not be required to, grant the claimant a hearing. In connection with the review, the claimant may have representation, may, upon request and free of charge, be provided reasonable access to and copies of pertinent documents, records, and information, and may submit documents, records, issues and comments in writing. For a claim involving an Eligible Employee’s Disability, the following rules shall apply: (i) the review will not give deference to the initial adverse benefit determination and will be conducted by the Reviewer, not including any individual who made the decision to deny benefits, nor the subordinate of such individual who made the decision to deny benefits, (ii) a health care professional with appropriate training and experience in the field of medicine involved and who is neither an individual who was consulted in connection with the denial nor the subordinate of such

individual, will be consulted, and (iii) the denial will identify the medical or vocational experts whose advice was obtained in connection with the claim.

          (d) The decision on review shall be made by the Reviewer, who as stated above, may, in his discretion, hold a hearing on the denied or deemed denied claim; the Reviewer shall make his decision promptly, and not later than 60 days (45 days for a claim involving the Eligible Employee’s Disability) after the Administrator receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. The written decision on review shall be given to the claimant within the 60 day (or, if applicable, the 120 day) time limit discussed above. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review. All decisions on review shall be final and binding with respect to all concerned parties, subject to Section 8(d).

          The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

          In the case of a denial involving a claim for benefits based upon the Eligible Employee’s Disability, the claimant will be provided a copy of any internal rule, guideline, protocol or similar criteria relied upon, or a statement that such was relied upon and will be provided, free of charge upon claimant’s request.

          All actions permitted in this Section 6 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized to act in such matters on the claimant’s behalf. The Company may require such evidence of the authority to act of any such representative as it may reasonably deem necessary or advisable.

           Section 7. Amendment and Termination . The Company reserves the right to amend, terminate or extend this Agreement at any time, all provided that (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this Section 7 respecting amendment of this Agreement are irrevocable. The Company and the Bank have established this Agreement with a bona fide intention and expectation that from year to year it will deem it advisable to continue it in effect. However, the Board of the Company, in its sole discretion, reserves the right to terminate this Agreement in its entirety at any time, provided that with respect to a termination, no acceleration of any benefit shall be permitted hereunder except where the acceleration of the benefit is made pursuant to a termination and liquidation in a manner that would not constitute an impermissible acceleration under Code Section 409A pursuant to Treas. Reg. 1.409A-3(j)(4)(ix) or any similar or successor law, regulation or guidance thereunder of like import. However, no such amendment or termination shall deprive the Eligible Employee of any benefit that has accrued hereunder prior to the date of such amendment or termination.

           Section 8. Miscellaneous . (a) Spendthrift Clause . To the extent permitted by law, no benefits payable under this Agreement shall be subject to the claim of any creditor of the Eligible Employee (or Designated Beneficiary, if applicable) or to any legal process by any creditor of any such person. The Eligible Employee or Designated Beneficiary, if applicable, shall have no right to alienate, anticipate, pledge or assign any benefits under the Agreement.

          (b) Successors in Interest . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform the Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place.

          (c) Rules of Construction . Section and subsection headings have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. If any provision of this Agreement shall for any reason be invalid or unenforceable, the remaining provisions shall nevertheless be valid, enforceable and fully effective. The Agreement shall be construed, administered and governed in all respects under and by the law of the Commonwealth of Virginia to the extent applicable, and to the extent such laws are not applicable or superseded, by the law of the United States.

          (d) Arbitration . After exhausting the administrative procedures contained in Paragraph 6, any dispute or controversy arising under, or in connection with, the Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

          (e) No Contract of Employment . This Agreement in no way constitutes a contract of employment between the Company, Bank and the Eligible Employee and continued employment of the Eligible Employee by the Company or Bank is not guaranteed.

          (f) No Amendment of Other Plans . Nothing in this Agreement shall operate or be construed in any way to modify, amend or affect the terms and provisions of any pension, profit sharing or other Eligible Employee benefit plan established by the Company or Bank. This Agreement shall not effect the rights the employee may have under any other employee benefit plan established by the Company or Bank.

          (g) Survivor Annuities and QDROs . Nothing contained in this Agreement is intended to give or shall give any spouse or former spouse of the Employee or any other person any right to benefits under this Agreement by virtue of sections 401(a)(11) and 417 of the Internal Revenue Code of 1986, as amended (the “Code”) (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities) or Code sections 401(a)(13)(B) and 414(p) (relating to qualified domestic relations orders).

          (h) Early Benefit Payments . Notwithstanding any other provision to the contrary, if Eligible Employee is required to pay income taxes due upon this Agreement failing to meet the requirements of Code Section 409A and the regulations thereunder, a distribution in the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and the regulations thereunder, to the extent not otherwise distributed to the Eligible

Employee, may be made to Eligible Employee, only to the extent permitted under Code Section 409A and the regulations thereunder.

          (i) Taxes . The Company and the Bank reserve the right to withhold all applicable federal, state and local taxes on any monies paid to the Eligible Employee under this Agreement.

          (j) Representations . This Agreement contains all representations, written or oral, made by the Company and the Bank to the Eligible Employee regarding the special retirement benefit.

          (k) Counterparts . This Agreement may be executed in one or more counterparts, which taken together shall constitute an original.

          The Company, Bank and the Eligible Employee, respectively, have caused these presents to be signed by themselves or their duly authorized officers as of the day and year first above written.

		UNITED BANK
		By:
		Its
		UNITED BANKSHARES, INC.
		By:
		Its
		Eligible Employee:
		By:

EXHIBIT 10.8

AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT

          This Amended and Restated Deferred Compensation Agreement, hereinafter referred to as the “Agreement,” made and entered into this             day of                                           , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between United Bank, a Virginia state bank, successor by merger to The Marathon Bank, a Corporation organized and existing under the laws of the State of Virginia, hereinafter referred to as the “Bank”, United Bankshares, Inc., hereinafter referred to as the “Corporation,” and Donald Unger, a Key Employee and Executive of the Bank or the Corporation, hereinafter referred to as the “Executive.”

          The Bank, by its predecessor, The Marathon Bank, and the Executive entered into an Agreement dated September 22, 1998.

          By this Agreement the Bank, the Corporation and the Executive desire to amend and restate the Agreement, and for the purpose of complying with the requirements of Code Section 409A and the Bank, the Corporation and the Executive intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A and, accordingly, notwithstanding any other provisions of this amended and restated Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), the Executive, by executing this amended and restated Agreement, shall be deemed to have elected, on or before December 31, 2008, the timing and form of distribution provisions of this Amended and Restated Change of Control Agreement, and to have otherwise further revised this Agreement, all prior to December 31, 2008.

          The Executive has been in the employ of the Bank or the Corporation for many years, and has now and for years past faithfully served the Bank or the Corporation. It is the consensus of the

Board of Directors that the Executive’s services have been of exceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Bank or the Corporation in its field of activity.

          It is the mutual desire of the Bank, the Corporation and the Executive that the Executive remain in the employ of the Corporation and, to assist the Executive in establishing a program to provide supplemental retirement benefits, disability and pre-retirement death benefits, they mutually establish a Salary Reduction Deferred Compensation Plan. Accordingly, it is the desire of the Bank, the Corporation and the Executive to enter into this Agreement under which the Corporation will agree to make certain payments to the Executive upon his retirement or disability and, alternatively, to his beneficiaries in the event of his premature death while employed by Bank or the Corporation.

          It is the intent of the parties hereto that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, as a member of a select group of management or highly compensated employees of the Corporation for purposes of the Employee Retirement Security Act of 1974 (ERISA). Executive is fully advised of the Corporation’s financial status and has had substantial input in the design and operation of this benefit plan.

          Therefore, in consideration of the Executive’s services performed in the past and those to be performed in the future and based upon the mutual promises and covenants herein contained, the Bank, the Corporation and the Executive agree as follows:

     I. ARTICLE ONE — DEFINITIONS

          A. Effective Date :

          The original effective date of this Agreement was September 22, 1998, and the effective date of this Agreement, as amended and restated, is                                           , 2008, provided, however, that all provisions applicable to compliance under Code Section 409A shall be effective as of January 1, 2005.

          B. Termination of Service :

          Termination of Service shall mean Separation from Service, which means the severance of Executive’s employment with the Bank, the Corporation or Affiliate for any reason. The Executive

separates from service with the Bank, the Corporation or affiliate if he dies, retires, separates from service because of the Executive’s Disability, or otherwise has a termination of employment with the Bank, the Corporation or Affiliate. However, the employment relationship is treated as continuing intact while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive’s right to reemployment with the Corporation or Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A including, but not limited to, (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service; and (ii) in any instance in which the Executive is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans”), then in such instance the Executive shall only be considered to meet the requirements of a Separation from Service hereunder if the Executive meets (a) the requirements of a Separation from Service under all such Aggregated Plans, and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply; and (iii) in any instance in which an Executive is an employee and an independent contractor of the Bank, the Corporation or any Affiliate or any combination thereof, the Executive must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if an Executive provides services both as an employee and a

member of the Board of Directors of the Bank, the Corporation or any Affiliate or any combination thereof, the services provided as a director are not taken into account in determining whether the Executive has had a Separation from Service as an employee under this Agreement, provided that no plan in which the Executive participates or has participated in his capacity as a director is an Aggregated Plan, and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

          C.  Specified Employee :

          Specified Employee means, in the case of the Executive meeting the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12-month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a “Specified Employee” under Code Section 409A and the regulations and guidance issued thereunder) that the Executive shall, for purposes of this Agreeement, thereafter be a Specified Employee under this Agreement for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

          D.  Disability or Disabled :

          The Executive shall be considered disabled if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank, the Corporation or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A.

          E.  Qualified Plan :

          Qualified Plan shall mean the United Bankshares, Inc. Savings and Stock Investment Plan, as it may be amended from time to time.

          F.  Non-Qualified Plan :

          Non-Qualified Plan shall mean the United Bankshares, Inc. Non-Qualified Retirement and Savings Plan, as it may be amended from time to time.

          G.  Board :

          Board shall mean the Board of Directors of United Bankshares, Inc.

          H.  Committee :

          Committee shall mean the Retirement Plan Committee as defined in the United Bankshares, Inc. Savings and Stock Investment Plan.

          I.  Account :

          Account (or “account”) shall mean the balance posted to the record of the Executive or his Beneficiary, consisting of the Executive’s contributions and adjustments as of each Valuation Date, less any payments therefrom.

          J.  Valuation Date :

          Valuation Date shall mean each business day of the Plan Year.

          K.  Plan Year :

     Plan Year shall mean the calendar year.

     II. ARTICLE TWO — EMPLOYMENT

          A. Employment :

          The Corporation agrees to employ the Executive in such capacity as the Bank or the Corporation may from time to time determine with such duties, responsibilities and compensation as determined by the Board of Directors.

          The Executive agrees to remain in the Bank’s or the Corporation’s employment, to devote his full time and attention exclusively to the business of the Bank or the Corporation and to use his best efforts to provide faithful and satisfactory service to Bank or the Corporation.

          Employment services shall include temporary disability, “leaves of absence” and periods of “military reserve duty,” all as more specifically set forth in Article I, Section B, above.

          B.  No Employment Agreement Created :

          No provisions of this Agreement shall be deemed to restrict or limit any existing employment Agreement by and between the Bank or the Corporation and the Executive, nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Employer to discharge the Executive with or without cause. In a similar fashion, no provision shall limit the Executive’s rights to voluntarily sever his employment at any time.

     III. ARTICLE THREE — SALARY REDUCTION

          The Executive and the Bank or the Corporation agree that for calendar years prior to 2009, the Executive’s compensation (which would otherwise be receivable subsequent to the effective date of a Salary Reduction Authorization Form executed by the Executive), may be irrevocably reduced and that portion deferred as provided in this Agreement. No salary reductions shall be permitted hereunder for calendar years after 2008.

          A. The Executive shall have the privilege, exercisable within 30 days prior to a new calendar year, to reduce irrevocably his/her compensation not yet earned for the following calendar year by executing a Salary Reduction Authorization form, as provided by the Bank or the Corporation, but only for calendar years prior to 2009 and any Salary Reduction Authorization form executed by the Executive for any calendar year after 2008, other than a Salary Reduction Authorization form stating that no deferral shall be made under this Agreement, shall be void and of no effect.

          B. The Executive’s failure to amend his original compensation reduction, in writing, within 30 days prior to the first day of the next ensuing calendar year (and those that follow) shall constitute a waiver by the Executive to elect a different compensation reduction sum and a reaffirmation and ratification to continue the compensation reduction levels as chosen in the last prior period, provided, however that, for calendar year 2009 and all subsequent years, the Executive shall execute, on or before December 31, 2008, a Salary Reduction Change Form, irrevocably providing that such compensation reduction shall be zero, and no amounts shall be deferred hereunder, for any and all calendar years after 2008 and, regardless of whether or not Executive executes on or before December 31, 2008, any such Salary Reduction Change Form, irrevocably providing that such compensation reduction shall be zero, no amounts shall be deferred hereunder, for any and all calendar years after 2008, and by executing this Amended and Restated Agreement, the Executive acknowledges and agrees that he is irrevocably discontinuing, in its entirety, all compensation reduction for all calendar years after 2008 and that his compensation reduction hereunder shall be zero dollars for all calendar years after 2008.

          C. The Executive may, nevertheless, provide written notice to the Corporation prior to any calendar year to increase, decrease or discontinue compensation reduction for any ensuing calendar year except that, notwithstanding the foregoing, the execution of this Amended and Restated Agreement is deemed to be notice to the Bank and the Corporation hereunder that the Executive is discontinuing, in its entirety, all compensation reduction for all calendar years after 2008 and that such discontinuance of compensation reduction under this Agreement shall be irrevocable for all years after 2008 and thereby no compensation reduction under this Agreement shall be made for any calendar years after 2008.

          D. Pursuant to rules adopted by the Committee, the Executive shall elect the manner in which his contributions under this Agreement are deemed to be invested, provided that nothing in this Agreement shall permit the location or transfer of any investment assets outside of the United States at any time.

          E. The Executive’s Account shall be made up of subaccounts reflecting his deemed investment elections. As of each Valuation Date, the Executive’s Account shall be adjusted to reflect payments made from the account since the preceding Valuation Date, any contributions made since the preceding Valuation Date; and increased or decreased to reflect a proportionate share of the net

increase or net decrease of each subaccount deemed to be invested in an investment fund since the preceding Valuation Date.

          F. Subject to the provisions of Article V, the Executive shall be fully vested in the amounts reflected in the Executive’s Account.

     IV. ARTICLE FOUR — BENEFITS

          The following benefits provided by the Corporation to the Executive shall be available under this Agreement:

          A.  Payment Upon Disability or Separation from Service . Subject to the provisions of Article V, the benefits payable under this Agreement shall be paid (provided, however, that if payment is made based upon Separation from Service other than by death, such payment shall also be subject to the provisions of Section C) to the Executive, upon Disability or Separation from Service other than by death, whichever is earlier (all provided that if Participant dies before Separation from Service or Disability, then the provisions of Article IV, Section B, shall apply, notwithstanding the provisions of this Section A) in either a single lump sum, paid on the date of Disability or Separation from Service other than by death, whichever is earlier, or, if the Executive has irrevocably elected, or is deemed to have irrevocably elected, on or before December 31, 2008, equal installment payments under the Non-Qualified Plan, then in such equal installments as has been so irrevocably elected thereunder, if any, with the first such installment to be paid on the date of Disability or Separation from Service other than by death, whichever is earlier, if the Executive has so irrevocably elected or been deemed to have irrevocably elected installment payments thereunder. In accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Agreement if it is made on a later date within the Executive’s same taxable year as the designated date, or, if later, if made no later that the fifteenth day of the third month after such designated date, provided that, in any event, the Executive is not permitted, directly or indirectly, to designate the taxable year of any payment.

          B.  Death . Subject to the provisions of Article V, upon the death of the Executive, prior to Separation from Service and prior to Disability, the Executive’s Beneficiary or Beneficiaries shall receive the benefits payable under this Agreement, in either a single lump sum, paid on the date of death, or, if Executive has so irrevocably elected as set forth in Article IV, Section A of this

Agreement and as set forth in the Non-Qualified Plan, equal installment payments, then in such equal installments, so elected by the Executive, with the first such installment to be paid on the date of death, in accordance with the distribution option so elected by the Executive, if the Executive has so irrevocably elected installment payment in the manner set forth in Section A of this Agreement and as set forth in the Non-Qualified Plan. In the event the Executive has not so elected or deemed elected installment payments, the Beneficiary or Beneficiaries, as the case may be, shall receive distribution of the benefits payable under this Agreement in a single lump sum payout. In accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Agreement if it is made on a later date within the Executive’s same taxable year as the designated date, or, if later, if made no later that the fifteenth day of the third month after such designated date, provided that, in any event, the Executive is not permitted, directly or indirectly, to designate the taxable year of any payment. If the Executive dies after Separation from Service or after Disability, but prior to receiving all payment or payments due under other provisions of this Agreement, the Executive’s remaining benefits payable under this Agreement, if any, shall be paid to the Executive’s Beneficiary or Beneficiaries at the same time and in the same manner as such benefits would have been payable to the Executive if he or she had not died, except that the provisions of Article IV, Section C, shall not apply.

          C.  Six-Month Delay for Payment After Separation from Service of Any Specified Employee . Notwithstanding the provisions of Article IV, Section A, or any other provision of this Agreement, if any payment is to be made under Article IV, Section A (or under any other provision of this Agreement), upon the Separation from Service other than by death of any Executive who is a Specified Employee on the date of the Executive’s Separation from Service, and such payment is to be made to the Executive upon or within six months after the Executive’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Executive (other than by death), provided further, however, that in the case of any Executive who has elected (or is deemed to have elected), under Article IV, Section A, and the Non-Qualified Plan, to receive payment under Article IV, Section A or B, as the case may be, in equal installments, with the first such installment to be paid before the date which is six months after the date of Separation from Service other than by death, then, upon Separation from Service other than by death of Executive, if the Executive is a Specified Employee on such date of Separation from Service, notwithstanding Article IV, Section A, or any other provision of this Agreement, the first such

installment shall be paid on the date which is six months after such Separation from Service of Executive (other than by death), with the equal annual or monthly installments, as the case may be, so elected (or deemed elected) under Article IV, Section A, and the Non-Qualified Plan, by the Executive to continue thereafter in the manner so elected (or deemed elected) under Article IV, Section A, and the Non-Qualified Plan, pursuant to Transition Relief under Code Section 409A or otherwise, by the Executive. Notwithstanding any of the foregoing, or any other provision of this Agreement, no payment upon or based upon Separation from Service may be made under this Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, of any Executive who is a Specified Employee on such Executive’s date of Separation from Service.

          D.  Withholding . All benefits paid under the Agreement shall be subject to applicable income and other tax withholding.

     V. ARTICLE FIVE — RESTRICTIONS UPON FUNDING

          Corporation shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive, his beneficiaries or any successors in interest to him shall be and remain simply a general creditor of the Corporation in the same manner as any other creditor having a general claim for matured and unpaid compensation.

          The Corporation reserves the absolute right at its sole discretion to either fund the obligations undertaken by this Agreement or to refrain from funding the same and to determine the extent, nature and method of such funding. Should Corporation elect to fund this Agreement, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Corporation reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Corporation.

          If the Corporation elects to invest in a life insurance, disability, or annuity policy upon the life of Executive, then Executive shall assist the Corporation by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuity.

     VI. ARTICLE SIX — MISCELLANEOUS

          A.  Alienability and Assignment Prohibition :

          Neither Executive, his widow nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber, in advance, any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Executive or his beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event Executive or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Corporation’s liabilities shall forthwith cease and terminate.

          B.  Binding Obligation of Corporation and any Successor In Interest :

          Corporation expressly agrees that it shall not merge or consolidate into or with another corporation or sell substantially all of its assets to another corporation, firm or person until such corporation, firm or person expressly agrees, in writing, to assume and discharge the duties and obligations of the Corporation under this Agreement. This Agreement shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personal representatives.

          C.  Revocation :

          The Company hereby reserves the right, by action of the Board, to amend or terminate this Agreement at any time and in any manner, subject to Article IV, Section C. Notwithstanding the preceding, no amendment or termination of the Agreement shall reduce the Account of Executive determined as of the Valuation Date immediately preceding the effective date of such amendment or termination. In addition, notwithstanding the foregoing, and all subject to Section Article IV, Section C, (i) no such amendment shall be effective if it would, if effective, cause this Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment, and (ii) the provisions of this Article VI, Section C respecting amendment of this Agreement, are irrevocable. In addition, notwithstanding any of the foregoing, upon termination, no payments shall be accelerated except in the event that the requirements of Article IV, Section C, and the requirements for a permissible acceleration under regulations and guidance issued from time to

time by the Internal Revenue Service under Code Section 409A, are met, including but not limited to, the following:

(a)

termination and liquidation of this Agreement by the Corporation provided that

	(1)		The termination and liquidation does not occur proximate to a downturn in the financial health of the Corporation or Affiliate;
	(2)		The Corporation and any Affiliate of the Corporation terminates and liquidates all agreements, methods, programs and other arrangements sponsored by the Corporation or any Affiliate that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same service provider had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated;
	(3)		No payments in liquidation of the Agreement are made within 12 months of the date the Corporation or Affiliate takes all necessary action to irrevocably terminate and liquidate the Agreement other than payments that would be payable under the terms of the Agreement if the action to terminate and liquidate had not occurred;
	(4)		All payments are made within 24 months of the date the Corporation or Affiliate takes all necessary action to irrevocably terminate and liquidate the Agreement; and
	(5)		Neither the Corporation nor any Affiliate adopts a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same Executive participated in both plans, at any time within three years

following the date the Corporation or Afflitiate takes all necessary action to irrevocably terminate and liquidate this Agreement; or

          (b) termination and liquidation of the Agreement in accordance with the following:

(i)

the termination and liquidation is within 12 months of a corporate dissolution taxed under Code section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts deferred under this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received)—

	(1)		The calendar year in which the Agreement termination and liquidation occurs;
	(2)		The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(3)		The first calendar year in which the payment is administratively practicable.

          D.  Gender :

          Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender whenever they should so apply.

          E.  Effect on Other Corporation Benefit Plans :

          Nothing contained in this Agreement shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank’s or the Corporation’s existing or future compensation structure.

          F.  Headings :

          Headings and Subheadings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

          G.  Applicable Law :

          The validity and interpretation of this Agreement shall be governed by the laws of the State of Virginia.

          H.  Counterparts :

          This agreement may be executed in one or more counterparts, which taken together shall constitute an original.

     VII. ARTICLE SEVEN — ERISA PROVISIONS

          A.  Named Fiduciary and Plan Administrator :

          The “Named Fiduciary and Plan Administrator” of this plan has been Employee Benefits Administration, Inc. (EBA) and if it has not previously been removed by the Board, it shall be hereby removed by the Board of Directors by adoption and execution by the Corporation of this Amended and Restated Agreement. The Committee shall be responsible as of the effective date for the management, control and administration of the Salary Continuation Agreement as established herein. It may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

          B.  Claims Procedure :

          The Committee shall be the Administrator of this Agreement, or the “Plan Administrator” of this Agreement, within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and shall have the authority with respect to this Agreement that, provided such authority does not cause a violation of Code Section 409A or the regulations or guidance issued thereunder, is co-extensive of that which the plan administrator has with respect to the Qualified Plan, including but not limited to, the discretionary authority to construe and interpret this Agreement and to control and manage the operation and administration of this Agreement. The Committee and Board may adopt rules and regulations regarding such administration of this Agreement. The Claims Procedure set forth in the Qualified Plan shall apply to claims for benefits under this Agreement,

provided, however, that for purposes of applying such Claim Procedure, the Committee referred to therein shall be the Committee.

          IN WITNESS WHEREFORE, the parties hereto acknowledge that each has carefully read this Agreement and executed this original thereof on the            day of                                           , 2008, and that, upon execution, each has received a confirming copy.

WITNESS				EXECUTIVE
				UNITED BANK, a Virginia state bank,
WITNESS
				, CHAIRMAN
				UNITED BANKSHARES, INC.
			BY:
WITNESS				TITLE

SALARY REDUCTION CHANGE FORM

          DONALD UNGER, having read and understood the terms of a certain Salary Reduction Deferred Compensation Agreement dated September 22, 1998, as Amended and Restated                                           , 2008, provided, however ,that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, hereby notifies the Bank and the Corporation, by executing and delivering this Salary Reduction Change Form, on or before December 31, 2008, that the said Donald Unger irrevocably terminates all election of deferral under said Salary Reduction Agreement for all calendar years after 2008 and that no sums shall be deferred thereunder during any pay periods during 2009 or thereafter. The Executive acknowledges that this Salary Reduction Change Form shall be irrevocable as of December 31, 2008, and may not be changed for 2009 or any calendar year thereafter.

DATE				EXECUTIVE PARTICIPANT

Acknowledged and received by the Corporation on the date above recorded, by:

UNITED BANK, a Virginia state bank
CORPORATION

BENEFICIARY DESIGNATION FORM

          Executive, Donald Unger, under the terms of a certain Salary Reduction Deferred Compensation Agreement by and between he and the Marathon Bank Corporation, predecessor by merger to United Bank, Inc., dated September 22, 1998, as amended and restated by him and by said United Bank and by United Bankshares, Inc. on                                           , 2008, provided, however ,that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, hereby designates the following beneficiary to receive any guaranteed payments or death benefits under such Agreement following his death:

          PRIMARY BENEFICIARY: Gail S. Unger

          SECONDARY BENEFICIARY: The Estate of Donald L. Unger

Such beneficiary designation is revocable.

DATE:                                           , 2008

WITNESS		EXECUTIVE
WITNESS

EXHIBIT 10.9

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

          THIS AMENDED AND RESTATED AGREEMENT made as of the ___ day of                       , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, by and between UNITED BANKSHARES, INC., a West Virginia corporation and registered bank holding company (the “Company”), and                       , an executive officer of the Company (the “Executive”).

          WHEREAS, the Executive is currently employed by the Company or one of its banking subsidiaries; and

          WHEREAS, recent and anticipated changes in the banking industry have caused uncertainty relative to future ownership and management of the Company and other banking organizations; and

          WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the Executive’s contribution to the growth and success of the Company has been substantial;

          WHEREAS, the Company believes it is in the best interest of the Company to grant the Executive and certain other key management personnel a level of security to preserve a nucleus of key management; and;

          WHEREAS, by this Agreement the Company and the Executive desire to amend and restate the Change of Control Agreement dated August 15, 2000 [this date will be August 15, 2000 for James Consagra, Rick Adams and John Neuner but will instead be March 15, 1994 for Steven Wilson, Joe Wilson and James Hayhurst], and for the purpose of complying with the requirements of Code Section 409A and the Company and the Executive intend this amendment to comply with Transition Relief promulgated by the Internal Revenue Service pursuant to Code Section 409A, and accordingly, notwithstanding any other provisions of this amended and restated Change of Control Agreement, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year, and to the extent necessary to qualify under Transition Relief issued under said Code Section 409A, to not be treated as a change in the form and timing of a payment under section 409A(a)(4) or an acceleration of a payment under section 409A(a)(3), Executive, by executing this amended and restated Change of Control Agreement, shall be deemed to have elected, on or before December 31, 2007, the timing and form of distribution provisions of this Amended and Restated Change of Control Agreement, and to have otherwise further revised this Agreement, all prior to December 31, 2008.

          NOW THEREFORE, in consideration of the promises and the respective covenants and agreements of the parties herein contained, the Company and Executive contract and agree as follows:

          Article 1. Definitions . The following definitions shall apply to designated phrases used in this Agreement.

               a. “Change in Control” means with respect to (i) the Company or any affiliate for whom Executive is performing services at the time of the Change in Control Event; (ii) the Company or such affiliate that is liable for the payment to Executive hereunder,) as the case may be, (or all corporations liable for the payment if more than one corporation is liable) but only if either the payment under this Agreement is attributable to the performance of service by Executive for the Company or for any such Affiliate, as the case may be, that is liable for the payment to the Executive hereunder, or there is a bona fide business purpose for the Company or for such Affiliate, as the case may be, that is liable for the payment to Executive hereunder, to be liable for such payment and, in either case, no significant purpose of making the Company or such Affiliate, as the case may be, that is liable for the payment to Executive hereunder, liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control of the corporation, as defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue Service thereunder, meeting the requirements of such Change in Ownership of the corporation or Change in Effective Control of the corporation as a “Change in Control Event” thereunder.

               b. “Good Cause” includes (i) termination for continued poor work performance after reasonable opportunity to correct deficiencies; (ii) termination for behavior outside or on the job which affects the ability of management of the Company or co-workers to perform their jobs and which is not corrected after reasonable warning; (iii) termination for failure to devote reasonable time to the job which is not corrected after reasonable warning; and (iv) any other reasonable deficiency in performance by the Executive which is not corrected after reasonable warning.

               c. “Disability” means total and permanent disability as defined by Company’s (or its successor’s) Long-Term Disability Plan.

               d. “Retirement” means termination of employment by an Executive in accordance with Company’s (or its successor’s) retirement plan, including early retirement, generally applicable to its salaried employees.

               e. “Good Reason” means (i) a Change in Control in the Company (as defined above), as well as and as a direct result thereof, (a) a decrease in the total amount of the Executive’s base salary below its level in effect on the date of consummation of the Change in Control, without the Executive’s consent; or (b) a material reduction in the importance of the Executive’s job responsibilities without the Executive’s consent; or (c) a geographical relocation of the Executive to an office more than fifty (50) miles from the Executive’s location at the time of the Change of Control without the Executive’s consent; (ii) a Change in Control in the Company (as defined above) and failure of Company to obtain assumption of this Agreement by its successor, or (iii) any purported termination of the Executive’s employment by Company which is not effected pursuant to a Notice of Termination required in paragraph 2.

               f. “Wrongful Termination” means termination of the Executive’s employment by the Company or its affiliates for any reason other than Good Cause or the death, Disability or Retirement of Executive prior to the expiration of two (2) years after consummation of the Change in Control.

               g. “Separation from Service” means the severance of Executive’s employment with the Company or Affiliate for any reason. Executive separates from service with the Company or affiliate if he or she dies, retires, separates from service because of the Executive’s Disability, or otherwise has a termination of employment with the Company or Affiliate. However, the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive’s right to reemployment with the Company or Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the Executive’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Agreement in a manner consistent with the requirements of Code Section 409A including, but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, (ii) in any instance in which Executive is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Agreement and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Executive shall only be considered to meet the requirements of a Separation from Service hereunder if Executive meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Agreement which would otherwise apply (iii) in any instance in which Executive is an employee and an independent contractor of the Company or any Affiliate or both, Executive must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if Executive provides services both as an employee and a member of the Board of Directors of the Company or any Affiliate or both, the services provided as a director are not taken into account in determining whether the Executive has had a Separation from Service as an employee under this Agreement, provided that no plan in which such Executive participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

               h. “Specified Employee” means, in the case of Executive, if Executive shall meet the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that Executive shall, in such event, for purposes of this Agreement, thereafter be a Specified Employee under this Agreement

for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

     Article 2. Termination for Good Reason or for Cause; Notice of Termination . The Executive may terminate his employment with the Company or its affiliates for Good Reason. In the event of a Change of Control, the Company may terminate Executive’s employment only for Good Cause within thirty-six months after consummation of Change in Control. Any termination of the Executive’s employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of the Executive’s employment under the provision so indicated.

          Article 3. Date of Termination . Date of Termination shall mean the date on which Notice of Termination is given.

          Article 4. Compensation of Executives Upon Termination for Good Reason or Wrongful Termination .

               a. Except as hereinafter provided, if the Executive terminates his employment with the Company for Good Reason, provided that if the Good Reason with respect to which Executive so terminates his employment with Company is set forth in subsections (i) or (ii) of Article 1, Section (e), that Executive has a Separation from Service within two (2) years after a Change in Control, or the Company terminates the Executive’s employment in a manner constituting Wrongful Termination, all provided that any such termination under this Article 4, Section (a) meets the definition of Separation from Service under this Agreement, the Company hereby agrees to pay the Executive a cash payment on the date on which such Separation from Service occurs, subject to the provisions of Article 4, Section (d) if Executive is a ‘Specified Employee’ on the date of Separation from Service, equal to the Executive’s monthly base salary in effect on either (i) the Date of Termination; or (ii) the date immediately preceding the Change in 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 in Control and such payment is hereinafter sometimes referred to as a “Separation Payment.”

               b. In the event of a Separation from Service under Article 4, Section (a) with respect to which the Company is required to pay a Separation Payment to Executive, then on the date of such Separation from Service of Executive, subject to the provisions of Article 4, Section (d) if Executive is a ‘Specified Employee’ on the date of Separation from Service, the Company shall also pay to Executive, in addition to the Separation Payment, an amount, in cash, equal to the last bonus paid to Executive prior to Separation from Service multiplied by a fraction, the numerator of which is the number of days from January 1 to the date of Separation from Service, inclusive, in the calendar year of such Separation from Service and the denominator of which is Three Hundred and Sixty-Five.

               c. In the event of a Separation from Service under Article 4, Section (a) with respect to which the Company is required to pay a Separation Payment to Executive, the Executive will continue to participate, without discrimination, for the period of time during which the

Executive 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 Executive 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, in any plan of disability insurance and any plan of medical insurance maintained after any Change of Control for employees, in general, of the Company, or any successor organization, provided the Executive’s continued participation is possible under the general terms and conditions of such plans. In the event the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive, for the period of time during which the Executive 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 Executive 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, with medical expense or reimbursement benefits substantially similar to those which the Executive would have been entitled had his participation not been barred. However, in no event will the Executive receive from the Company the employee benefits contemplated by this section if the Executive receives comparable benefits from any other source. In addition, the amount of expenses eligible for reimbursement, or in-kind benefits provided hereunder, if any, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, any reimbursement of an eligible expense hereunder must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit, and if any such reimbursement of expenses or in-kind benefit payment is deferred compensation within the meaning of Code Section 409A and the regulations thereunder, then such reimbursement or such in-kind benefit payment shall be subject to the provisions of Article 4, Section (d) if Executive is a ‘Specified Employee on the date of Separation from Service.

               d. Notwithstanding the provisions of Article 4, Sections (a), (b) and (c), or any other provision of this Agreement, if any payment is to be made under this Agreement to Executive upon or based upon Termination of Employment or Separation from Service other than by death, in the event that Executive is a Specified Employee on the date of the Executive’s Termination of Employment or Separation from Service, and such payment is to be made to Executive upon or within six months after Executive’s Termination of Employment or Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Termination of Employment or Separation from Service of Executive (other than by death.) Notwithstanding any of the foregoing, or any other provision of this Agreement, no payment upon or based upon Separation from Service or Termination of Employment may be made under this Agreement before the date that is six months after the date of Separation from Service or Termination of Employment, or, if earlier, the date of death, of Executive in the event that Executive is a Specified Employee on Executive’s of Separation from Service or Termination of Employment.

          Article 5. Other Employment . The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned or benefits provided as the result of employment by another employer after the Date of Termination.

          Article 6. Rights of Company Prior to the Change of Control . This Agreement shall not effect the right of the Company to terminate the Executive, or change the salary or benefits of

the Executive, 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 shall be presumed to be a violation of this Agreement which entitled the Executive to the benefits hereof, absent clear and convincing evidence to the contrary, if such termination or change takes place within two years after the Change in Control.

          Article 7. Successors; Binding Agreement .

               a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The right of the Executive to Separation Pay or other benefit under this Agreement for failure of the Company to obtain such agreement is governed by the provisions of Article 1, Section (e), Subsection (ii) and Article 4 of this Agreement. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this paragraph or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

               b. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

          Article 8. Notice . For the purposes of this Agreement, notices, demands and other communication provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

               If to the Executive:

		Name
		Street Address
		City, State, Zip

               If to the Company:

               Chief Executive Officer

               United Bankshares, Inc.

               514 Market Street

               Parkersburg, West Virginia 26101

or such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          Article 9. Miscellaneous . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company’s Chief Executive Officer or such other officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretations, construction and performance of this Agreement shall be governed by the laws of the State of West Virginia.

          Article 10. Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          Article 11. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          Article 12. Legal Fees . Company shall pay all reasonable legal fees and expenses incurred by Executive in enforcing any right or benefit provided by this Agreement.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

Attest:
Executive

EXHIBIT 10.10

AMENDED AND RESTATED UNITED BANKSHARES, INC.
MANAGEMENT STOCK BONUS PLAN

          THIS AMENDED AND RESTATED MANAGEMENT STOCK BONUS PLAN, dated this                      day of                                           , 2008, by UNITED BANKSHARES, INC., a West Virginia corporation (“UBI”), for the purpose of encouraging those employees to whom stock is reserved hereunder to continue in the employ of UBI and to continue to make substantial contributions to the success of UBI in the future.

           WHEREAS, this Plan was originally adopted April 10, 1989 and it is hereby amended and restated                                           , 2008, provided, however, that all provisions applicable to compliance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be effective as of January 1, 2005, with such amendment and restatement intended to bring the terms of the Plan into compliance with the requirements of Section 409A of the Code, said Section 409A having been enacted pursuant to the American Jobs Creation Act of 2004 and revised pursuant to the Pension Protection Act of 2006, and notwithstanding any other provisions of this amended and restated Plan, this amendment applies only to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to be paid in 2006 that would not otherwise be payable in such year, (ii) an amount to be paid in 2007 that would not otherwise be payable in such year, or (iii) an amount to be paid in 2008 that would not otherwise be payable in such year.

           1. DEFINITIONS .

               (a)  “Board” shall mean the Board of Directors of UBI.

               (b)  “Bonus Shares” shall mean the shares of common stock of UBI reserved pursuant to Section 2 hereof and distributed to a Participant pursuant to Section 3 hereof.

               (c)  “Executive Committee” shall mean the Executive Committee of the Board as appointed from time to time by the Board. No member of the Executive Committee _. shall be eligible for selection as an employee for whom Bonus Shares may be reserved pursuant to this Plan at any time while he or she is serving on the Executive Committee.

               (d)  “Participant” shall mean an employee of UBI or a Subsidiary for whom Bonus Shares have been reserved pursuant to this Plan, or his or her designated beneficiary, surviving spouse or personal representative.

               (e)  “Plan” shall mean the United Bankshares, Inc., Management Stock Bonus Plan, dated April 10, 1989, as amended and restated                                           , 2008.

               (f)  “Subsidiary” or “Subsidiaries” shall mean a corporation or corporations of which UBI owns, directly or indirectly, shares having a majority of the voting power for the election of directors.

               (g)  “Disability” or “Disabled” — a Participant shall be considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Corporation or an Affiliate. In addition, notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A.

               (h)  “Specified Employee” means, in the case of any Participant meeting the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12 month period ending on any Specified Employee Identification Date, which shall be December 31 of each calendar year, (or otherwise meeting the requirements applicable to qualification as a ‘Specified Employee’ under Code Section 409A and the regulations and guidance issued thereunder,) that such Participant shall, for purposes of this Plan, thereafter be a Specified Employee under this Plan for the period of time consisting of the entire 12-month period beginning on the Specified Employee Effective Date, and said Specified Employee Effective Date shall be the first day of the fourth month following the Specified Employee Identification Date.

               (i)  “Separation from Service” means the severance of Participant’s employment with the UBI or Affiliate for any reason. A Participant separates from service with the UBI or affiliate if he or she dies, retires, separates from service because of the Participant’s Disability, or otherwise has a termination of employment with the UBI or Affiliate. However, the employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with UBI or Affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the Participant’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A including, but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, (ii) in any instance in which such Participant is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Plan and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance Participant shall only be considered to meet the

requirements of a Separation from Service hereunder if such Participant meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Plan which would otherwise apply (iii) in any instance in which a Participant is an employee and an independent contractor of the Company or any Affiliate or both the Participant must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if a Participant provides services both as an employee and a member of the Board of Directors of UBI or any Affiliate or both or any combination thereof, the services provided as a director are not taken into account in determining whether the Participant has had a Separation from Service as an employee under this Plan, provided that no plan in which such Participant participates or has participated in his capacity as a director is an Aggregated Plan and (iv) a determination of whether a Separation from Service has occurred shall be made in accordance with Treasury Regulations Section 1.409A-1(h)(4) or any similar or successor law, regulation of guidance of like import, in the event of an asset purchase transaction as described therein.

           2. BONUS SHARE RESERVE . There shall be established a Bonus Share Reserve to which shall be credited up to 500 shares of the common stock of UBI per employee selected by the Executive Committee to participate herein, per year of participation. The initial reserve of 500 shares per Participant shall be made in any event not later than December 31 of the year in which an employee is selected to participate hereunder and an additional 500 shares of common stock of UBI shall be reserved hereunder in each of the four (4) years following the employee’s initial year of participation, not later than December 31 of each such year.

          In the event that the shares of common stock of UBI should, as a result of a stock split or stock dividend or combinations of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of UBI or of another corporation, the shares in the Bonus Share Reserve shall be appropriately adjusted to reflect such action. If any such adjustments shall result in a fractional share, such fraction shall be disregarded.

          Upon the distribution of shares hereunder pursuant to Section 3 hereof, this Reserve shall be reduced by the number of shares so distributed. All Bonus Shares reserved in accordance with this Plan shall be fully paid and non-assessable and free from preemptive rights.

           3. PARTICIPANTS — DISTRIBUTIONS OF BONUS SHARES . The Executive Committee, in its sole discretion, shall select employees for participation hereunder. In selecting employees the Executive Committee shall consider their position with UBI or a Subsidiary, their responsibility, the value and potential value of their services to UBI and such other factors as the Executive Committee deems pertinent.

          Subject to the restriction, forfeiture and distribution provisions of Section 4 hereunder, and provided that the Participant has not, prior to a distribution date hereunder had a Separation from Service or become Disabled, distributions of common stock reserved hereunder shall be made to a Participant, subject to the provisions of Section 4(e) below, no earlier than January 1 and no later than December 31 of the fifth calendar year of participation hereunder, counting the first year of participation as a calendar year of participation even if the Participant became a Participant after January 1 of that year, and participation hereunder shall thereupon cease for such Participant. By way of example, the reserve and distribution of Bonus Shares shall correspond to the following schedule:

           4. RESTRICTIONS AND FORFEITURE .

               (a) The term “Restricted Period” with respect to restricted Bonus Shares (after which restrictions shall lapse) shall mean a period commencing on the date of participation and ending on the fifth (5th) December 31st thereafter.

               (b) The restrictions to which restricted Bonus Shares shall be subject shall be as follows:

                    (i) Except as otherwise provided in Section 4(b)(iii) below respecting Separation from Service (other than by death or after Disability) within two years after a Change in Control, a Participant must not have a Separation from Service other than by death or after Disability prior to the date of distribution of Bonus Shares. Should a Participant have a Separation from Service by being discharged by UBI or a Subsidiary, with or without cause, other than after Disability or by death, or should a Participant have a Separation from Service by voluntarily _. separating from the service of UBI or a Subsidiary prior to distribution of his or her Bonus Shares, all except as otherwise provided in Section 4(b)(iii) below respecting a Separation from Service (other than by death or after Disability) within two years after a Change in Control, the same shall be forfeited and the Participant shall have no rights whatsoever hereunder.

                    (ii) If a Participant dies or is Disabled prior to Separation from Service other than by death, and prior to the time distribution of Bonus Shares is made to him or her hereunder, then no further Bonus Shares shall be reserved to his or her credit hereunder; provided, however, that Bonus Shares reserved to the credit of the Participant through the date of Disability or death shall be distributed to such Participant or his or her beneficiary, as the case may be, free of restrictions on the date of death or Disability, whichever is earlier, provided that in accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Plan if it is made on a later date within the Participant’s same taxable year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date, provided that, in any event, the Participant is not permitted, directly or indirectly, to designate the taxable year of any payment.

                    (iii) Notwithstanding anything contained herein to the contrary, in the event of a Change of Control as defined below, then in the event of a Separation from Service of Participant within two years after such Change in Control, other than by death or after Disability, but prior to the date of distribution of any Bonus Shares to such Participant under this Plan, no additional shares shall be reserved to the credit of such Participant under this Plan after such Separation from Service within two years after such Change in Control, but all shares reserved to his of her credit under this Plan prior to such Separation from Service within two years after such Change in Control shall be

paid, subject to the provisions of Section 4(e), to such Participant on the date of such Separation from Service (provided such Separation from Service is within two years after a Change in Control,) and Participant shall not thereafter participate hereunder. For the purpose of this Agreement, a “Change of Control” shall mean with respect to (i) UBI or any affiliate for whom Executive is performing services at the time of the Change in Control Event; (ii) UBI or such affiliate that is liable for the payment to Executive hereunder,) as the case may be, (or all corporations liable for the payment if more than one corporation is liable) but only if either the payment under this Agreement is attributable to the performance of service by Executive for UBI or for any such Affiliate, as the case may be, that is liable for the payment to the Executive hereunder, or there is a bona fide business purpose for UBI or for such Affiliate, as the case may be, that is liable for the payment to Executive hereunder, to be liable for such payment and, in either case, no significant purpose of making UBI or such Affiliate, as the case may be, that is liable for the payment to Executive hereunder, liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control of the corporation, as defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue Service thereunder, meeting the requirements of such Change in Ownership of the corporation or Change in Effective Control of the corporation as a “Change in Control Event” thereunder.

               (c) Upon distribution of Bonus Shares to a Participant or beneficiary, such shares shall become the sole property of the Participant or beneficiary receiving the distribution, free of restriction and without any legend on the certificate or certificates representing said shares.

               (d) Forfeited Bonus Shares shall be distributed, on the same date such Bonus Shares would have been paid to the Participant who forfeited such Bonus Share hereunder under Section 3 if Participant had not had a Separation from Service or otherwise forfeited such Bonus Shares, and instead would have been entitled to receive such Bonus Shares under Section 3, on the date or dates of distribution provided under Section 3, to employees of UBI or its Subsidiaries as selected by the Executive Committee. This Plan has been created and shall be maintained for the exclusive benefit of employees of UBI and its Subsidiaries as selected by the Executive Committee and in no event shall UBI or its Subsidiaries have any right, claim or beneficial or reversionary interest in the Bonus Shares.

               (e) Six Month Delay for Payment After Separation from Service of Any Specified Employee. Notwithstanding the provisions of Sections 3 or 4 or any other provision of this Plan, if any payment is to be made under Section 3 or 4 (or under any other provision of this Plan) upon or based upon the Separation from Service other than by death of any Participant who is a Specified Employee on the date of the Participant’s Separation from Service, and such payment is to be made to such Participant upon or within six months after such Participant’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of such Participant (other than by death.)

          5. FINALITY OF DETERMINATIONS . The Executive Committee shall administer this Plan and construe its provisions. Any determination by the Executive Committee in

carrying out, administering or construing this Plan shall be final and binding for all purposes and upon all interested persons and their heirs, successors, and personal representatives.

          6. LIMITATIONS . Until distributed under the terms hereof, Bonus Shares may not be assigned, transferred, sold, exchanged, pledged, hypothecated or otherwise disposed of by a Participant. Shares which are the subject of such attempted disposition shall be withdrawn from the Bonus Reserve and the Participant shall forfeit all rights to such shares.

          Neither the action of UBI in establishing this Plan, nor any action taken by it or by the Executive Committee under the Plan, nor any provision of the Plan, shall be construed as giving to any employee the right to be retained in the employ of UBI or any Subsidiary.

          7. DESIGNATION OF BENEFICIARY, ETC . Each Participant shall name and have the right at any time, and from time to time, to change the beneficiary or beneficiaries of his or her benefits provided for herein, which designation or change thereof shall be made on the form annexed to this Plan as Exhibit “A”. A beneficiary designation filed with UBI and bearing the latest date of execution shall be conclusive upon all persons as the designation of the beneficiary or beneficiaries named therein. If more than one beneficiary has been designated without specifying the shares to each, distribution shall be made to such of the designated beneficiaries as shall be living in equal shares.

          If no beneficiary has been named by said Participant, or if the designated beneficiary has predeceased the Participant, UBI shall distribute the Bonus Shares to the surviving spouse of the Participant. If there is no surviving spouse, UBI shall distribute the Bonus Shares to the personal representative of the estate of the Participant.

          In case of any distribution to a minor or other legally incompetent person, the Executive Committee may direct that the same be made for the benefit of such minor or other incompetent person in such of the following ways as the Executive Committee shall determine: (1) directly to such minor or other incompetent person; (2) to the legal representative of such minor or other incompetent person; (3) to some near relative of such minor or other incompetent person to be used for the latter’s benefit; or (4) by UBI’s using the same directly for the support, maintenance or education of such minor or other incompetent person. UBI shall not be required to see to the application by any party of any distributions made pursuant to this subparagraph.

           8. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN IN WHOLE OR IN PART . The Board may amend, suspend or terminate the Plan in whole or in part at any time, provided that any such amendment, suspension or termination shall not adversely affect rights or obligations with respect to the reserve of Bonus Shares theretofore made; and provided further, that no amendment to the Plan by the Board shall render any member of the Executive Committee eligible to participate hereunder at any time while he or she is serving on the Executive Committee. Amendments shall be in writing and signed by UBI. In addition, notwithstanding the foregoing, and all subject to Section 4(e), (i) no such amendment shall be effective if it would, if effective, cause this Plan to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this Section 8 respecting

amendment of this Plan are irrevocable. In addition, notwithstanding any of the foregoing, upon termination, no payments shall be accelerated except in the event that the requirements of Section 4(e), and the requirements for a permissible acceleration under regulations and guidance issued from time to time by the Internal Revenue Service under Code Section 409A, are met, including but not limited to the following:

               (a) termination and liquidation of the Plan by UBI provided that

	(1)		The termination and liquidation does not occur proximate to a downturn in the financial health of UBI or Affiliate;
	(2)		UBI and any Affiliate of UBI terminates and liquidates all agreements, methods, programs and other arrangements sponsored by UBI or any Affiliate that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same service provider had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated;
	(3)		No payments in liquidation of the Plan are made within 12 months of the date UBI or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate had not occurred;
	(4)		All payments are made within 24 months of the date UBI or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan; and
	(5)		Neither UBI nor any Affiliate adopts a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same Participant participated in both plans, at any time within three years following the date UBI or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan; or

               (b) termination and liquidation of the Plan in accordance with the following:

(i)

the termination and liquidation is within 12 months of a corporate dissolution taxed under Code section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts deferred under the plan are included in the participants’ gross incomes in the latest of the

following years (or, if earlier, the taxable year in which the amount is actually or constructively received)—

	(1)		The calendar year in which the plan termination and liquidation occurs;
	(2)		The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(3)		The first calendar year in which the payment is administratively practicable.

          9. EXPENSES OF ADMINISTRATION . All costs and expenses incurred in the operation and administration of this Plan shall be borne by UBI.

          10. STATEMENT OF ACCOUNTS . UBI shall prepare and render an operating statement as of December 31 each year which shall reflect all transactions within the Plan, and shall prepare and render a statement for each Participant as of December 31 each year which shall reflect such Participant’s Bonus Shares reserved as of the next preceding December 31, Bonus Shares reserved during the current year and the total Bonus Shares reserved as of the current December 31.

          11. REGISTRATION OF BONUS SHARES . In case UBI shall deter-mine at any time to register any of its securities under the Securities Act of 1933 (or similar statute then in effect), UBI at its own expense will include among the securities which it then registers all Bonus Shares or other stock or securities issued in respect thereof or in exchange or replacement therefor.

          12. BINDING EFFECT . This Plan shall be binding upon and inure to the benefit of any successor of UBI and any such successor shall be deemed substituted for UBI under the terms of this Plan. As used in this Plan the term “successor” shall include any person, firm, corporation, or any other business entity which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the stock, assets or business of UBI.

          13. GOVERNING LAW . This Plan shall be construed in accordance with and governed by the laws of the State of West Virginia.

          14. COUNTERPARTS . This Plan may be executed in one or more counterparts, which taken together shall constitute an original.

          IN WITNESS WHEREOF, UBI has caused this Amended and Restated Plan to be executed in its corporate name by its corporate officer thereunto duly authorized.

Attest:

                                                              

EXHIBIT 10.11

FIRST AMENDMENT TO
LIFE INSURANCE ENDORSEMENT SPLIT DOLLAR
PLAN MANAGEMENT AGREEMENT

          This First Amendment (the “Amendment”), to that certain Life Insurance Endorsement Method Split Dollar Plan Management Agreement dated June 1, 2004, (the “Agreement”) made and entered into as of the       day of                      , 2008, by and between United Bankshares, Inc. (USB), United Bank, a Virginia state bank, successor by merger to The Marathon Bank, hereinafter referred to as “the Bank”, and Donald L. Unger, a key employee of the Bank, hereinafter referred to as the “Insured.”

           WHEREAS , the Bank and the Insured entered into the Agreement dated the 1 ^st day of June, 2004;

           WHEREAS , pursuant to ITEM XVI of the Agreement, the parties hereto are permitted to amend the Agreement;

           WHEREAS , UBS and the Bank have determined that certain revisions to the Agreement should be made so as to clarify the intentions of the Bank and the Insured at the date of its execution and to ensure that the Agreement avoids application of IRC § 409A in compliance with Notice 2007-34, to which revisions the Insured consents as attested by his signature hereto.

          Accordingly, the USB, the Bank and the Insured desire to amend and do hereby amend the Agreement as follows:

          1. Section IX, TERMINATION OF AGREEMENT, is hereby amended in order to add the following paragraph to said Section IX:

All provided, however, that no purchase hereunder shall in any event be less that at fair market value of the policy determined at the time of the transaction in accordance with applicable provisions of the Internal Revenue Code, regulations and guidance issued thereunder.

          2. The parties hereto reserve the right to further amend the Agreement, as amended herein.

          3. This Amendment may be executed in one or more counterparts, which taken together shall constitute an original.

          IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Amendment and executed the original hereof, in triplicate, as of the day and date first above appearing, and that, upon execution, each has received an original.

				UNITED BANKSHARES, INC.
				By:
Witness
					Its:
				UNITED BANK
				By:
Witness
					Its:
Witness				Donald L. Unger

EXHIBIT 10.12

UNITED BANKSHARES, INC., UNITED BANK, INC. AND UNITED BANK
DEFERRED COMPENSATION PLAN FOR DIRECTORS

           THIS PLAN, dated                      , 2008, is made effective as of                      , 2008, is hereby established by United Bankshares, Inc. (hereinafter “UBS”) and United Bank, Inc., a West Virginia state bank, (hereinafter “United Bank (WV)”) and United Bank, a Virginia state bank, (hereinafter “United Bank (Va.)”) as an unfunded deferred compensation arrangement for those directors of UBS, United Bank (WV), United Bank (Va.) or any combination thereof, electing to defer director fees pursuant to the terms and provisions set forth herein.

          WHEREAS, UBS, United Bank (WV) and United Bank (Va.) wish to establish hereby and to set forth all of the terms and conditions of a Deferred Compensation Plan (the “Plan”) for Directors of UBS, United Bank (WV) and United Bank (Va.), or any combination thereof; and

          WHEREAS, this Plan is intended to comply with the requirements of Section 409A of the Code.

          NOW THEREFORE WITNESSETH; the parties hereto do covenant and agree to establish this Plan as follows:

ARTICLE 1.
DEFINITIONS

          1.1 Committee : Committee shall mean the Retirement Plan Committee as defined in the United Bankshares, Inc. Savings and Stock Investment Plan, as amended from time to time.

          1.2 Deferred Money Account : A bookkeeping account to which deferred fees shall be credited as a dollar amount and “Deferred Money Account” or “account” shall mean the balance posted to the record of each Participant or Beneficiary, consisting of the Participant’s Deferred fees, and adjustments as of each Valuation Date, less any payments therefrom.

          1.3 Director : Any person serving as a member of the Board of Directors of UBS, United Bank (WV), United Bank (Va.) or any combination thereof.

          1.4 Participant : A Director electing to participate in the Plan pursuant to Article 2 herein.

          1.5 Plan : United Bankshares, Inc, United Bank, Inc. and United Bank Deferred Compensation Plan for Directors as set forth herein, and as it may be amended from time to time.

          1.6 Plan Year : The calendar year, provided, however, that the first Plan Year shall commence                      , 2008 and end December 31, 2008.

          1.7 Separation from Service : “Separation from Service” means the good faith, complete expiration and termination of Director’s service, as a member of the Board of Directors or otherwise, with all of those of UBS and its Affiliates, as the case may be, with respect to which the Director serves on the Board of Directors or otherwise, for any reason. In addition, notwithstanding any of the foregoing, the term “Separation from Service” shall be interpreted under this Plan in a manner consistent with the requirements of Code Section 409A including, but not limited to (i) an examination of the relevant facts and circumstances, as set forth in Code Section 409A and the regulations and guidance thereunder, in the case of any performance of services or availability to perform services after a purported termination or Separation from Service, (ii) in any instance in which such Director is participating or has at any time participated in any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Plan and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as an “Aggregated Plan” or together as the “Aggregated Plans,”) then in such instance the Director shall only be considered to meet the requirements of a Separation from Service hereunder if such Director meets (a) the requirements of a Separation from Service under all such Aggregated Plans and (b) the requirements of a Separation from Service under this Plan which would otherwise apply, (iii) in any instance in which a Director is an employee and an independent contractor of UBS or any Affiliate or both the Director must have a Separation from Service in all such capacities to meet the requirements of a Separation from Service hereunder, although, notwithstanding the foregoing, if a Director provides services both as an employee and a member of the Board of Directors of UBS or any Affiliate or both or any combination thereof, the services provided as an employee are not taken into account in determining whether the Director has had a Separation from Service as a Director under this Plan,

provided that no plan in which such Director participates or has participated in his or her capacity as an employee is an Aggregated Plan.

          1.8 Valuation Date : Valuation Date shall mean each business day of the Plan Year.

ARTICLE 2.
ELIGIBILITY AND PARTICIPATION

          Any Director may elect to become a Participant under this Plan by written notice to UBS, United Bank (WV) or United Bank (Va.), as the case may be, to be made on such form or forms as shall be required by UBS, United Bank (WV) or United Bank (Va.), as the case may be, from time to time. In addition, with respect to the first year in which a Director becomes a Director and thereby becomes eligible to participate in the Plan, the Participant shall only be considered as meeting the requirements for ‘Initial Eligibility’ hereunder, if, in any instance in which such Participant is participating or has at any time participated in this Plan or any other plan which is, under the aggregation rules of Code Section 409A and the regulations and guidance issued thereunder, aggregated with this Plan and with respect to which amounts deferred hereunder and under such other plan or plans are treated as deferred under a single plan, (hereinafter sometimes referred to as the “Aggregated Plans”), (i) he or she has been paid all amounts deferred under this Plan and he or she has been paid all amounts deferred under any and all such Aggregated Plans, if any, and (ii) on and before the date of the last payment to such Participant under this Plan and any and all of the Aggregated Plans, if any, as the case may be, such Participant was not eligible to continue (or to elect to continue) to participate in the Plan or any of the Aggregated Plans, if any, for periods after such last payment (other than through an election of a different time and form of payment with respect to the amounts paid,) or (iii) such Participant ceased being eligible to participate (other than the accrual of earnings), in all of the following plans in which Participant has participated: (1) this Plan and (2) any of the Aggregated Plans, if any, regardless of whether all amounts deferred under this Plan and any of the Aggregated Plans, if any in which Participant has participated, as the case may be, have been paid, and such Participant subsequently becomes eligible to participate in this Plan, and the Participant has not been eligible to participate (other than the accrual of earnings) in this Plan or any such Aggregated Plan at any time during the 24-month period ending on the date the Participant becomes eligible to participate in this Plan.

ARTICLE 3.
DEFERRAL ELECTIONS

          3.1 Deferral of Fees . (a) For the initial Plan Year, provided the applicable requirements for ‘Initial Eligibility’ of Article 2 are met, any Participant may defer all or any portion of his or her fees as a Director for services performed subsequent to the date the election becomes irrevocable if said election is made within thirty (30) days after the Plan is effective. An initial election by an individual who becomes a Director after the Plan is effective, provided the applicable requirements for ‘Initial Eligibility’ of Article 2 are met, may defer all or any portion of his or her fees as a Director for services performed subsequent to the date such election becomes irrevocable if said election is made within thirty (30) days after the individual becomes a Director. Any election made after the thirty (30) day period specified in the preceding sentences and any election made within such period by a Director who does not meet the requirements for ‘Initial Eligibility’ of Article 2 shall not be effective until the Plan Year following the date of said election. The election to defer shall be irrevocable as of the date received by UBS, United Bank (WV) or United Bank (Va.), as the case may be, as to the deferred fees for the particular Plan Year as described above and shall continue in effect for subsequent Plan Years unless and until suspended or changed in the manner set forth in Section 3.1 (b) below.

          (b) Any Participant may change the amount of, or suspend, future deferrals with respect to fees earned for Plan Years commencing after the date of receipt by UBS, United Bank (WV) or United Bank (Va.), as the case may be, of the written notice of change or suspension as he or she may specify by written notice to UBS, United Bank (WV) or United Bank (Va.), as the case may be. Any such notice of change or suspension shall be irrevocable as of the date received by UBS, United Bank (WV) or United Bank (Va.), as the case may be, as to the deferred fees for the Plan Year commencing after the date of receipt by UBS, United Bank (WV) or United Bank (Va.), as the case may be, of such written notice of change or suspension and shall continue in effect for subsequent Plan Years unless and until further changed, suspended or reinstated through a new election or new notice of change or suspension, as the case may be, in the manner set forth hereunder. Following any such suspension, a Director may make a new election to again become a Participant; provided, however, no Participant may file such new election with UBS, United Bank (WV) or United Bank (Va.), as the case may be, [which new election shall be irrevocable as of the date received by UBS, United Bank (WV) or United Bank (Va.), as the case may be, as to the deferred fees for the Plan Year commencing after

the date of receipt by UBS, United Bank (WV) or United Bank (Va.), as the case may be, of such new election and which shall continue in effect for subsequent Plan Years unless and until further changed or suspended in the manner set forth hereunder,] until the Plan Year after the Plan Year in which Participant filed such notice of suspension with UBS, United Bank (WV) or United Bank (Va.), as the case may be, to be effective beginning with deferral of fees in the Plan Year following the Plan Year in which such new election is received by UBS, United Bank (WV) or United Bank (Va.), as the case may be.

          3.2 Election of Method of Payment . Simultaneously with a Participant’s first election to defer fees pursuant to Section 3.1 above, a Participant may elect the method of payment, in either a single lump sum or equal monthly, quarterly or annual installments over a period of not more than five years, pursuant to Article 5. Any such election shall be irrevocable for all deferrals, if any, for all Plan Years, upon receipt by UBS, United Bank (WV) or United Bank (Va.), as the case may be, and cannot be changed even if the Participant suspends participation in the Plan pursuant to Section 3.1 and later elects to again participate. If a Participant fails to make a simultaneous election pursuant to this Section 3.2 as to the method of distribution of the balance in the Participant’s Deferred Money Account, then in such event, Participant, as of the date on which UBS, United Bank (WV) or United Bank (Va.), as the case may be, receives Participant’s first election under Section 3.1, shall be deemed to have irrevocably elected distribution in a lump sum, and the distribution of the balance in the Participant’s Deferred Money Account, on the date of distribution under Article 5, will be made in a lump sum pursuant to the provisions of Section 5.1.

ARTICLE 4.
METHOD OF DEFERRAL AND DISTRIBUTION

          4.1 Individual Accounts . (a) For each Participant electing to participate in this Plan, UBS, United Bank (WV) or United Bank (Va.), as the case may be, shall maintain a Deferred Money Account. (No account shall be maintained under this Plan, and this Plan shall not apply to, any deferral by any person under any plan or agreement, other than this Plan or prior to the date of establishment of this Plan.) This account is for accounting purposes and does not require a segregation of assets to such account, although notwithstanding the foregoing or any other provision of this Plan, UBS, United Bank (WV) and United Bank (Va.), or any one or more of them, as the case may be, may, but are not required, to establish and maintain one or more grantor trusts (individually, referred to as

“Trust”) to hold assets to be used for payment of benefits under the Plan, all provided that nothing in this Plan or in any such trust shall permit the location or transfer of any investment assets outside of the United States at any time. The assets of any trust established hereunder, with respect to benefits payable to the Participants of this Plan shall remain the assets of whichever of UBS, United Bank (WV) or United Bank (Va.), as the case may be, has contributed such assets, subject to the claims of their general creditors. Any payments by a Trust, of benefits provided to a Participant under the Plan, shall be considered payment by the UBS, United Bank (WV) or United Bank (Va.), whichever is applicable, and shall discharge UBS, United Bank (WV) or United Bank (Va.), as the case may be, from any further liability under the Plan for such payments. In the event of a conflict between the terms of any such Trust and the Plan, the terms of the Plan shall govern. As soon as practicable after the close of each Plan Year, each Participant will be furnished with a statement reflecting his or her closing balance in the account as of the last business day of the immediately preceding Plan Year and any debits or credits during such Plan Year.

          (b) Deferred fees of each Participant shall be credited as a dollar amount to the Participant’s Deferred Money Account on the date they would otherwise be payable.

          4.2. Investment Elections . Pursuant to rules adopted by the Committee, a Participant shall elect the manner in which his or her contributions under the Plan are deemed to be invested, provided that nothing in this Plan shall permit the location or transfer of any investment assets outside of the United States at any time.

          4.3. Investment Income and Allocations . Each Participant’s Deferred Money Account shall be made up of subaccounts reflecting his or her deemed investment elections. As of each Valuation Date, a Participant’s Deferred Money Account shall be adjusted to reflect payments made from the account since the preceding Valuation Date and any Deferred fees of a Participant credited to the Participant’s Deferred Money Account pursuant to Section 4.1(b) above since the preceding Valuation Date. As of each Valuation Date, a Participant’s Deferred Money Account shall also be increased or decreased to reflect a proportionate share of the net increase or net decrease of each subaccount deemed to be invested in an investment fund since the preceding Valuation Date.

          4.4. Vesting . Subject to the provisions of Article 7, a Participant shall be fully vested in the amounts reflected in the Participant’s Deferred Money Account.

ARTICLE 5.
DISTRIBUTIONS

          5.1 Distribution . (a) Payment of the balance of a Participant’s Deferred Money Account, if any, shall be made on the date which is twelve months after the date on which a Participant Separates from Service, (provided, however, that notwithstanding any other provision of this Plan, the Participant shall not be considered to have Separated from Service, and no such payment shall thereby be made to the Participant hereunder if, during such twelve month period, the Participant provides services as a Director or independent contractor to USB or any Affiliate,) (i) in a lump sum to the Participant in cash, (if Participant has not elected installment payments under Section 3.2,) or (ii) if Participant has elected an installment payment pursuant to Section 3.2, in equal monthly, quarterly or annual installments, over a period of not more than five years, then such installment payments of Participant’s balance of his or her Deferred Money Account shall commence on the date which is twelve months after the date Participant Separates from Service, (provided, however, that notwithstanding any other provision of this Plan, the Participant shall not be considered to have Separated from Service, and no such payments shall thereby commence or be made to the Participant hereunder if, during such twelve month period, the Participant provides services as a Director or independent contractor to USB or any Affiliate,) with the equal monthly, quarterly or equal annual installments to continue thereafter as so elected by Participant, all provided further that in accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Plan if it is made on a later date within the Participant’s same taxable year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date, provided that, in any event, the Participant is not permitted, directly or indirectly, to designate the taxable year of any payment.

          (b) If a Participant shall die before Separating from Service, or shall die after Separation from Service but before complete distribution of all payments under Section 5.1(a) above, then on Participant’s date of death, payment of the balance of his or her Deferred Money Account, if any, shall be made in a lump sum to the Participant’s beneficiary or beneficiaries, as determined in Article 6 below.

ARTICLE 6.
DESIGNATION OF BENEFICIARY

          Each Participant shall name and have the right at any time, and from time to time, to change the beneficiary or beneficiaries of his or her benefit provided for herein, which designation or change thereof shall be made on a form supplied for that purpose by, and filed with UBS, United Bank (WV) or United Bank (Va.), as the case may be. A beneficiary designation filed with UBS, United Bank (WV) or United Bank (Va.), as the case may be, and bearing the latest date of execution shall be conclusive upon all persons as the designation of the beneficiary or beneficiaries named therein.

          If more than one beneficiary has been designated without specifying the shares to each, distribution shall be made to such of the designated beneficiaries as shall be living, equally, or all to the survivor. If no beneficiary has been named by said Participant, or if the designated beneficiary has predeceased said Participant or shall die prior to the complete disbursement of such account, UBS, United Bank (WV) or United Bank (Va.), as the case may be, shall pay the unexpired portion of the benefits hereunder to the legal representative of the estate of the last survivor of the Participant and the named beneficiaries. Should no legal representative of the estate have been appointed and qualified within the same calendar year of the date of said last survivor’s death, or if, later, no later than the fifteenth day of the third month after the date of death of said last survivor, provided that, in any event, no beneficiary is permitted, directly or indirectly, to designate the taxable year of any payment, then said benefits shall be paid on the date of death of the Participant (provided that, in accordance with Code Section 409A and to the extent permitted by regulations and guidance issued thereunder, a payment shall be treated as having been made on a date specified in this Plan if it is made on a later date within the Participant’s same taxable year as the designated date, or, if later, if made no later than the fifteenth day of the third month after such designated date, provided that, in any event, neither the Participant nor any beneficiary is permitted, directly or indirectly, to designate the taxable year of any payment) to such person or persons as would have been entitled to receive the personal property of Participant had he or she been the owner of such account or any undisposed balance thereof and had he or she died intestate and a resident of the State of West Virginia, in the same proportions (if more than one such person) as shall be provided by the statutes and laws of West Virginia relative to the distribution of intestate personal property.

          In case of any distribution to a minor or other legal incompetent person, UBS, United Bank (WV) or United Bank (Va.), as the case may be, may direct that the same be made for the benefit of such minor or other incompetent person in such of the following ways as UBS, United Bank (WV) or United Bank (Va.), as the case may be, shall determine: (1) directly to such minor or other incompetent person; (2) to the legal representative of such minor or other incompetent person; (3) to some near relative of such minor or other incompetent person to be used for the latter’s benefit; or (4) by UBS, United Bank (WV) or United Bank (Va.), as the case may be, using the same directly for the support, maintenance, or education of such minor or other incompetent person. Neither UBS, United Bank (WV) nor United Bank (Va.) shall be required to see to the application by any party of any distributions made pursuant to this paragraph.

ARTICLE 7.
RIGHTS UNSECURED

          The right of any Participant to receive a distribution hereunder shall be an unsecured claim against the general assets of UBS, United Bank (WV) and United Bank (Va.). The deferred fees may not be encumbered, assigned, transferred or pledged by the Participant. No Participant shall have any rights in or against any cash or other assets held in his or her Deferred Money Account.

ARTICLE 8.
PAYMENT OF EXPENSES

          Costs of administration of the Plan will be paid by UBS, by United Bank (WV) and by United Bank (Va.), as the case may be.

ARTICLE 9.
NO ADDITIONAL RIGHTS

          Neither the existence of this Plan, nor the right of any Director to participate in the Plan, nor the actual participation in the Plan by a Director, shall create any right to continue as a Director for any specific length of time.

ARTICLE 10.
ADMINISTRATION OF THE PLAN

          UBS, United Bank (WV) and United Bank (Va.) shall have full discretion and authority to administer and interpret the terms of the Plan, and all such actions or interpretations shall be binding and conclusive on all persons.

ARTICLE 11.
AMENDMENT AND TERMINATION

          11.1 Amendments to the Plan . The Board of Directors of UBS may amend the Plan at any time, without the consent of the Participants or their beneficiaries or UBS, United Bank (WV) or United Bank (Va.); provided, however, that no amendment shall divest any Participant or beneficiary of rights to which he or she would have been entitled if the Plan had been terminated on the effective date of such amendment. In addition, notwithstanding the foregoing, and all subject to Section 5(c), (i) no such amendment shall be effective if it would, if effective, cause this Plan to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the provisions of this Section 11.1 are irrevocable.

          11.2 Termination of Plan . The Board of Directors of UBS may terminate the Plan at any time in its sole discretion. Upon termination of the Plan, distributions in respect of credits to a Participant’s Account as of the date of termination shall be made in the manner and at the time heretofore prescribed. In addition, notwithstanding any of the foregoing, upon termination, no payments shall be accelerated except in the event that the requirements of Section 5(c), and the requirements for a permissible acceleration under regulations and guidance issued from time to time by the Internal Revenue Service under Code Section 409A, are met, including but not limited to the following:

          (a) termination and liquidation of the Plan by UBS provided that

	(1)		The termination and liquidation does not occur proximate to a downturn in the financial health of UBS, United Bank (WV), United Bank (Va.) or Affiliate;
	(2)		UBS, United Bank (WV), United Bank (Va.) and any Affiliate of UBS, United Bank (WV) or United Bank (Va.), terminate and liquidate all agreements, methods, programs and other arrangements sponsored by UBS, United Bank (WV), United Bank (Va.) or any Affiliate that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same service provider had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated;
	(3)		No payments in liquidation of the Plan are made within 12 months of the date UBS, United Bank (WV), United Bank (Va.) or Affiliate take all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate had not occurred;
	(4)		All payments are made within 24 months of the date UBS, United Bank (WV), United Bank (Va.) or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan; and
	(5)		Neither UBS, United Bank (WV), United Bank (Va.) nor any Affiliate adopts a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation Section §1.409A-1(c) or any similar or successor law, regulation or Internal Revenue Service guidance of like import, if the same Participant participated in both plans, at any time within three years following the date UBS, United Bank (WV), United Bank (Va.) or Affiliate takes all necessary action to irrevocably terminate and liquidate the Plan; or

          (b) termination and liquidation of the Plan in accordance with the following:

(1)

the termination and liquidation is within 12 months of a corporate dissolution taxed under Code section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts deferred under the plan are included in the participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received)—

	(i)		The calendar year in which the plan termination and liquidation occurs;
	(ii)		The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(iii)		The first calendar year in which the payment is administratively practicable.

ARTICLE 12.
MISCELLANEOUS

          12.1 Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successor of UBS, United Bank (WV) or United Bank (Va.) or any one or more of them, as the case may be, and any such successor shall be deemed substituted for UBS, United Bank (WV) or United Bank (Va.), or any one or more of them, as the case may be, under the terms of this Agreement. As used in this Agreement, the term “successor” shall include any firm, corporation or other business entity which at any time, by merger, purchase or otherwise, acquires all or substantially all of the assets or business of UBS, United Bank (WV) or United Bank (Va.), or any one or more of them, as the case may be. UBS, Untied Bank (WV), and United Bank (Va.) will require any successor (whether direct or indirect, by merger, purchase, consolidation or otherwise) to all or substantially all of the business and/or assets of UBS, United Bank (WV) or United Bank (Va.), or any one or more of them, as the case may be, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that UBS, United Bank (WV), United Bank (Va.), or any one or more of them, as the case may be, would be required to perform hereunder if no such succession had taken place.

          12.2 Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of West Virginia,

          12.3 Severability . In the event any provisions of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained herein.

          12.4 Gender . Any word hereunder of the male or female gender shall be understood to include both sexes.

          12.5 Headings . The headings used herein are for convenience only and shall not be used to interpret or construe any provision of this Plan.

          12.6 Counterparts . This Plan may be executed in one or more counterparts, which taken together shall constitute an original.

           IN WITNESS WHEREOF, this Plan has been executed this       day of                      , 2008, by UBS, United Bank (WV) and United Bank (Va.), each by its duly authorized officer.

				UNITED BANKSHARES, INC.
				By:
					Its:	President
Attest:
Secretary
				UNITED BANK, INC.
				By:
					Its:	President
Attest:
Secretary
				UNITED BANK
				By:
					Its:	President
Attest:
Secretary

EXHIBIT 10.13

UNITED BANKSHARES, INC., UNITED BANK, INC. AND UNITED BANK
RABBI TRUST AGREEMENT
FOR
DEFERRED COMPENSATION PLAN FOR DIRECTORS

           THIS AGREEMENT is hereby made and entered into this ___day of                      , 2008, by and between United Bankshares, Inc. (hereinafter referred to as “UBS”), and United Bank, Inc., a West Virginia state bank, (hereinafter “United Bank (WV)”) and United Bank, a Virginia state bank, (hereinafter “United Bank (Va.)”) and the trust department of United Bank, Inc. (hereinafter referred to as the “Trustee”), as follows:

WITNESSETH

           WHEREAS, UBS, United Bank (WV) and United Bank (Va.) have adopted the United Bankshares, Inc., United Bank, Inc., and United Bank Deferred Compensation Plan for Directors (hereinafter referred to as the ^“ Plan”), a copy of which is attached hereto; and

           WHEREAS, UBS, United Bank (WV) and United Bank (Va.) wish to establish a trust (hereinafter referred to as the “Trust”) and to transfer to the Trust assets which shall be held therein, subject to the claims of creditors of UBS, United Bank (WV) and United Bank (Va.) in the event of the insolvency of UBS, United Bank (WV) or United Bank (Va.) or any combination thereof, until paid to the Plan participants (hereinafter referred to as “Participants”) in such manner and at such time as is specified in the Plan; and

           WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation to directors of UBS, United Bank (WV) and United Bank (Va.), or any combination thereof; and

           WHEREAS, it is the intention of UBS, United Bank (WV) and United Bank (VA) to make contributions to the Trust as agreed upon by and between UBS, United Bank (WV), United Bank

(Va.) and the Participants to provide a source of funds to assist UBS, United Bank (WV) and United Bank (Va.) in meeting their liabilities under the Plan;

           NOW, THEREFORE, the parties hereto do hereby establish a Trust and provide that the Trust shall be comprised, held and disposed of as is set forth herein.

SECTION 1. Establishment of Trust .

          (a) UBS, United Bank (WV) and United Bank (Va.) each hereby deposit with the Trustee in Trust One Dollar ($1.00) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Agreement.

          (b) The Trust hereby established shall be irrevocable.

          (c) The Trust, is intended to be a grantor trust, of which UBS, United Bank (WV) and United Bank (Va.) are the grantors, within the meaning of Subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

          (d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of UBS, United Bank (WV) and United Bank (Va.) and shall be used exclusively for the uses and purposes herein set forth. The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be limited to unsecured contractual rights of the Participants against UBS, United Bank (WV) and United Bank (Va.), as the case may be. Any assets held by the Trust will be subject to the claims of the general creditors of UBS, United Bank (WV) and United Bank (Va.) under federal and state law in the event of insolvency as defined in Section 3(a) herein.

          (e) Following the end of each Plan Year, UBS, United Bank (WV) and United Bank (Va.) shall be required to irrevocably deposit additional cash or other property to the Trust in aggregate in an amount sufficient to pay each Plan Participant or Beneficiary the benefits payable pursuant to the Plan at the close of the Plan Year.

SECTION 2. Payments to Plan Participants and Beneficiaries .

          (a) UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant and his or her beneficiaries, that provides instructions acceptable to Trustee for determining the amounts so payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Participants and their beneficiaries in accordance with the Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, as the case may be.

          (b) The entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall be determined by UBS, United Bank (WV) and United Bank (Va.) or such party as they or any combination of them shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

          (c) UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, may make payment of benefits directly to Participants or their beneficiaries as they become due under the terms of the Plan. UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, as the case may be, shall notify Trustee of any such decision to make payment of benefits directly prior to the time amounts due payable to Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, as the case may be, shall make the balance of each such payment as it falls due. Trustee shall notify UBS, United Bank (WV) and United Bank (Va.) where principal and earnings are not sufficient.

SECTION 3. Trustee Responsibility Regarding Payments to Participants When UBS, United Bank (WV) and / or United Bank (Va.) Insolvent .

          (a) Trustee shall cease payment of benefits to the Participants if UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, is Insolvent. UBS shall be considered “Insolvent” for purposes of this Trust Agreement if (i) UBS is unable to pay its debts as they mature, or (ii) UBS is subject to a pending proceeding as a debtor under Bankruptcy Code. United Bank (WV) shall be considered “Insolvent” for purposes of this Trust Agreement if (i) United Bank (WV) is unable to pay its debts as they mature, or (ii) United Bank (WV) is subject to a pending proceeding as a debtor under Bankruptcy Code. United Bank (Va.) shall be considered “Insolvent” for purposes of this Trust Agreement if (i) United Bank (Va.) is unable to pay its debts as they mature, or (ii) United Bank (Va.) is subject to a pending proceeding as a debtor under Bankruptcy Code.

          (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to the claims of general creditors of UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, as the case may be, under federal and state law as hereinafter set forth. The Board of Directors and Chief Executive Officer of UBS shall have the duty to inform the Trustee of the insolvency of UBS. The Board of Directors and Chief Executive Officer of United Bank (WV) shall have the duty to inform the Trustee of the insolvency of United Bank (WV). The Board of Directors and Chief Executive Officer of United Bank (Va.) shall have the duty to inform the Trustee of the insolvency of United Bank(Va.). If a person claiming to be a creditor of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, alleges in writing to the Trustee that UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, has become Insolvent, the Trustee shall determine whether UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, is Insolvent and, pending such determination, the Trustee shall discontinue payments to Participants or their beneficiaries.

          (c) Unless Trustee has actual knowledge of the insolvency of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, or has received notice from UBS, United Bank (WV) or United Bank (Va.) or any combination thereof, as the case may be, or a person claiming to be a creditor alleging that UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, is insolvent, Trustee shall have no duty to inquire whether UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, is insolvent. Trustee may in all events

rely on such evidence concerning the insolvency of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the insolvency of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be.

          (d) If at any time the Trustee has determined that UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, is Insolvent, the Trustee shall discontinue payments to the Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the general creditors of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or their beneficiaries to pursue their rights as general creditors of UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, with respect to benefits due under the Plan or otherwise. The Trustee shall resume the payments of benefits to Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, is not Insolvent (or is no longer Insolvent).

          (e) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their beneficiaries by UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, as the case may be, in lieu of the payments provided for hereunder during any such period of discontinuance.

SECTION 4. Payments to Bank .

          UBS shall have no right or power to direct the Trustee to return to UBS any of the Trust assets; nor to divert payments from the Trust to any person or entity other than the Participants or their beneficiaries in accordance with the Plan. United Bank (WV) shall have no right or power to direct the Trustee to return to United Bank (WV) any of the Trust assets; nor to divert payments from the Trust to any person or entity other than the Participants or their beneficiaries in accordance with the Plan. United Bank (Va.) shall have no right or power to direct the Trustee to return to United Bank

(Va.) any of the Trust assets; nor to divert payments from the Trust to any person or entity other than the Participants or their beneficiaries in accordance with the Plan.

SECTION 5. Investment Authority .

          As directed by the Participants pursuant to the Plan, the Trustee shall have the power:

          (a) To invest and reinvest the principal and income of the Trust and keep it invested, without distinction between principal and income, in any security or Property in accordance with Participants’ direction, including securities (including stock or rights to acquire stock) or obligations issued by UBS, United Bank (WV) or United Bank (Va.), or any combination thereof. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with the Participants. UBS, United Bank (WV) and United Bank (Va.), or any of them, shall have the right at anytime, and from time to time in its or their sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by UBS, United Bank (WV) or United Bank (Va.), or any of them in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. “Property,” as used herein, shall not include any direct or indirect interest in real estate. For this purpose, “real estate” includes, but is not limited to, real property, mortgages, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing;

          (b) To collect and receive any and all money and other property due to the Trust and to give full discharge therefore;

          (c) To invest and reinvest the principal income of the Trust in any collective, common or pooled trust fund operated or maintained exclusively for the commingling and collective investment of monies or other assets including any such fund operated or maintained by the Trustee. Notwithstanding the provisions of this Trust Agreement which place restrictions upon the actions of the Trustee or an investment manager, to the extent monies or other assets are utilized to acquire units of any collective trust, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective trust and, to the extent required by law, such terms, responsibilities and powers shall be incorporated herein by reference and shall be part of this Trust Agreement. For purposes of valuation, the value of the interest maintained by the Trust in such collective trust shall be the fair market value of the collective fund units held, determined in

accordance with generally recognized valuation procedures. UBS, United Bank (WV) and United Bank (Va.) expressly understand and agree that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fund’s trustee will receive compensation from such collective fund that is separate from any compensation of the Trustee hereunder, or any compensation of the collective fund trustee for the management of such collective fund;

          (d) To purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property; to grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options in any combination;

          (e) To settle, compromise or submit to arbitration any claims, debt or damages due to owing to or from the Trust; to commence or defend suits or legal proceedings to protect any interest of the Trust; and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; and

          (f) Generally to do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust.

Nothing in the Plan or the Trust shall permit the location or transfer of any investment assets outside of the United States at any time.

SECTION 6. Disposition of Income .

          During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

SECTION 7. Accounting by Trustee .

          The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, and the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to UBS, United Bank (WV) and United Bank (Va.) a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold, with the cost or net proceeds of such purchases being shown separately, and showing all cash , securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

SECTION 8. Responsibility of Trustee .

          (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a lice character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request or approval given by UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, which is contemplated by and in conformity with the terms of the Plan or this Trust Agreement and is given in writing by UBS, United Bank (WV) or United Bank (Va.), or any combination thereof. In the event of a dispute between UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, and another party, Trustee may apply to a court of competent jurisdiction to resolve the dispute, and to that extent shall be relieved of the prudent man rule for investments.

          (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, UBS, United Bank (WV) and United Bank (Va.) agree to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If UBS, United Bank (WV) or United Bank

(Va.), or any combination thereof, does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee my obtain payment from the Trust.

          (c) The Trustee may consult with legal counsel (who may also be counsel for UBS, United Bank (WV) or United Bank (Va.), or any combination thereof,) with respect to any of its duties or obligations hereunder.

          (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations hereunder.

          (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

          (f) Notwithstanding any powers granted to Trustees pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

SECTION 9. Compensation and Expenses of Trustees .

          UBS, United Bank (WV) and United Bank (Va.), or any combination thereof, shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

SECTION 10. Resignation and Removal of Trustee .

          (a) Trustee may resign at any time by written notice to UBS, United Bank (WV) and United Bank (Va.), which shall be effective 30 days after receipt of such notice unless UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, and Trustee agree otherwise.

          (b) The Trustee may be removed by UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, on 30 days advance notice or upon shorter notice accepted by the Trustee.

          (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall be transferred to the successor Trustee. The transfer shall be completed within 10 days after receipt of notice of resignation removal or transfer, unless UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, extends the time limit.

          (d) If Trustee resigns or is removed, a successor Trustee shall be appointed in accordance with Section 11 hereof by the effective date of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor Trustee or for instructions.

SECTION 11. Amendment or Termination .

          (a) This Trust may be amended by a written instrument executed by Trustee, UBS, United Bank (WV) and United Bank (Va.). Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the trust revocable and provided further that no such amendment shall be effective if it would, if effective, cause this Trust Agreement to violate Code Section 409A and the regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be subject to a penalty tax under Code Section 409A and the regulations and guidance issued thereunder, which amount of compensation or payment would not have been subject to a penalty tax under Code Section 409A and the regulations and guidance thereunder in the absence of such amendment.

          (b) The Trust shall not terminate until the date on which Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s). Upon termination of the Trust, only assets remaining in the Trust, if any, shall be returned to UBS, United Bank (WV) and United Bank (Va.), or any combination thereof. Any assets contributed by UBS and not used to pay benefits under the Plan or used to pay creditors of UBS, United Bank (WV) or United Bank (Va.) in the event of any insolvency, shall be returned to UBS. Any assets contributed by United Bank (WV) and not used to pay benefits under the Plan or used to pay creditors of UBS, United Bank (WV) or United Bank (Va.) in the event of any insolvency, shall be returned to United Bank (WV). Any assets contributed by United Bank (Va.) and not used to pay benefits under the Plan or used to pay

creditors of UBS, United Bank (WV) or United Bank (Va.) in the event of any insolvency, shall be returned to United Bank (Va.).

SECTION 12. Miscellaneous .

          (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating the remaining provisions hereof.

          (b) Benefits payable to Participants or their beneficiaries under this Agreement may not be anticipated, assigned (either by law in equity), alienated or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

          (c) This Trust Agreement shall be governed by and construed in accordance with the laws of West Virginia.

          (d) This Agreement may be executed in one or more counterparts, which taken together shall constitute an original.

           IN WITNESS WHEREOF , UBS, United Bank (WV) and United Bank (Va.) have caused this Agreement to be executed as of the day and year first written above on its behalf, as duly authorized by their Boards of Directors, and the Trustee has also executed this Agreement to indicate its acceptance of the Trust, as of the day and year first written above.