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

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

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