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:
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
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