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

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 base