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

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:

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:

               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: