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:
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
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