EX-10.1






EXHIBIT 10.1




THIRD AMENDED EMPLOYMENT AGREEMENT




BETWEEN




UNITED BANKSHARES, INC.




AND




RICHARD M. ADAMS




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 	 	 	 	 	 	 	 
	I.	 	EMPLOYMENT	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	II.	 	DUTIES AND RESPONSIBILITIES	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	A.
	 	As Chairman and Chief Executive Officer of United
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	B.
	 	As Chairman and Chief Executive
Officer of Bank
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	C.
	 	Full Time Employment — Best Efforts
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	III.	 	TERM; EXTENSIONS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	IV.	 	TERMINATION OF EMPLOYMENT BY EMPLOYER OR ADAMS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Mutual Agreement
	 	 	6	 
	 

	 	B.
	 	Death
	 	 	6	 
	 

	 	C.
	 	Disability
	 	 	6	 
	 

	 	D.
	 	For Cause
	 	 	6	 
	 

	 	E.
	 	Change in Control
	 	 	6	 
	 

	 	F.
	 	Breach by United
	 	 	7	 
	 

	 	G.
	 	Insolvency, etc.
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	V.	 	COMPENSATION AND REIMBURSEMENTS	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Base Salary
	 	 	7	 
	 

	 	B.
	 	Incentive Pay
	 	 	8	 
	 

	 	C.
	 	Fringe Benefits
	 	 	8	 
	 

	 	D.
	 	Club and Organization Membership and Dues
	 	 	8	 
	 

	 	E.
	 	Business Expenses
	 	 	9	 
	 

	 	F.
	 	Termination Payments
	 	 	9	 
	 

	 	G.
	 	Six-Monty Delay
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	VI.	 	ADDITIONAL PAYMENT BY UNITED	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Gross-Up Payment
	 	 	11	 
	 

	 	B.
	 	Determination of Gross-Up Payment
	 	 	12	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 	 	 	 	 	 	 	 
	VII.	 	MISCELLANEOUS PROVISIONS	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 

	 	A.
	 	Notices
	 	 	12	 
	 

	 	B.
	 	Prior Agreements
	 	 	13	 
	 

	 	C.
	 	Amendments
	 	 	13	 
	 

	 	D.
	 	Governing Law
	 	 	13	 
	 

	 	E.
	 	Headings
	 	 	13	 
	 

	 	F.
	 	Severability of Provisions
	 	 	13	 
	 

	 	G.
	 	Indemnification
	 	 	13	 
	 

	 	H.
	 	Authority to Execute Documents
	 	 	14	 
	 

	 	I.
	 	Waiver of Breach
	 	 	14	 
	 

	 	J.
	 	Binding Effect and Assignability
	 	 	14	 
	 

	 	K.
	 	Withholding
	 	 	15	 
	 

	 	L.
	 	Counterparts
	 	 	15	 







 












 





THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

BETWEEN

UNITED BANKSHARES, INC.

AND

RICHARD M. ADAMS




          THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Restated Agreement”), made and entered
into the       day of                     , 2008, by and among Richard M. Adams (“Adams”) and United
Bankshares, Inc., a West Virginia corporation and bank holding company (“United”); 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.



WITNESSETH:




          WHEREAS, Adams is Chairman, Chief Executive Officer, and a Director of United and Chairman,
Chief Executive Officer and a Director of United National Bank, a national banking association
(“Bank”), and



          WHEREAS, United and Adams entered into an Employment Agreement dated April 11, 1986 (the
“Employment Agreement”), effective for a five (5) year term from
April 1, 1986, with the provision that the Employment Agreement could be annually extended by
one (1) year to maintain a rolling five (5) year contract, and



          WHEREAS, United and Adams entered into an Amended Employment Agreement dated February 16, 1989
and an Amended Employment Agreement dated April 1, 1993 (the “Amended Employment Agreements”), to
provide for the continued employment of Adams, and



          WHEREAS, United has extended either the Employment or Amended Employment Agreements for
additional one (1) year periods in each year subsequent to 1986, and



          WHEREAS, the Board of United extended the Amended Employment Agreement through March 31, 2007,
with certain agreed upon modifications, and entered into a Second Amended Employment Agreement by
and between United and Adams dated November 1, 2001, and



          WHEREAS, by this Agreement United and Adams desire to amend and restate the Second Amended
Employment Agreement, as this Third Amended and Restated Agreement, and to reflect that



 









 







such
Agreement, as so amended and restated, shall extend through March 31, 2013, such amended and
restated agreement to supersede the Employment Agreement, the Amended Employment Agreement, and the
Second Amended Employment Agreement, and for the purpose of complying with the requirements of Code
Section 409A and United and Adams intend 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 Agreement, 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
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), Adams, by executing this Agreement, shall be deemed to have elected, on or before
December 31, 2008, the timing and form of distribution provisions of this Third Amended and
Restated Agreement, and to have otherwise further revised this Agreement, all prior to
December 31, 2008,



          WHEREAS, the Board of Directors of United desire to confirm that it is in the best interests
of United and the Bank to enter into this Agreement with Adams to ensure continuity of leadership
and to ensure that United and Bank will have the benefit of his services as an employee of United
and Bank and any of their affiliated companies for a reasonable period of time in the future, and



          WHEREAS, Adams is willing to provide the herein described services to United, Bank and their
affiliates,



          NOW, THEREFORE, for and in consideration of the premises, their mutual promises, and the other
good and valuable consideration herein specified, the receipt of which is hereby acknowledged by
the parties hereto, the parties agree as follows:



 









 





     EMPLOYMENT



          United employs Adams and Adams accepts employment as the Chairman and Chief Executive Officer
of United. All employment shall be in accordance with and subject to the terms and conditions of
this Agreement and is sometimes herein referred to as the “Employment.”



     DUTIES AND RESPONSIBILITIES



          A. As Chairman and Chief Executive Officer of United. Adams, as Chairman and Chief
Executive Officer of United, shall be the sole Chief Executive Officer of United. He shall report
to and shall be responsible only to the Board of Directors of United, and he shall have direction
and control of the duties and responsibilities of all other United officers and employees,
regardless of the title or position of any such other officer or employee, except that the United
Auditor shall report to and shall be responsible only to the Board of Directors. As Chairman and
Chief Executive Officer, Adams will perform all the duties and shall have all the responsibilities
normally imposed upon and held by the Chief Executive Officer of a bank holding company, and he
shall have the duty and responsibility of carrying out and executing the business policies of
United as established from time to time by the Board of Directors, and he shall have such other
specific duties and responsibilities relating to United and its affiliates as may be assigned to
him from time to time by the Board of Directors.



          B. As Chairman and Chief Executive Officer of Bank. Adams shall serve as the Chairman
and Chief Executive Officer of Bank and shall report to and shall be responsible only to the Board
of Directors of Bank.



          C. Full Time Employment — Best Efforts. Adams shall devote full time and his best
efforts at all times to the performance of his duties for United, the Bank, and other subsidiaries
and affiliates of United and Bank. He shall not be employed by, nor shall he devote any of his
time and efforts to the furtherance of interests of any other person, firm or corporation except
United, the Bank and other United subsidiaries and affiliates and such other entities as may be
approved by the Board of Directors of United. It is contemplated that Adams shall serve in
banking, business, civic and social activities that will consume some part of his time and efforts,
and such activities are encouraged and expected by United as part of Adams’ position with United
and the Bank and as part of the banking, business, civic and social communities of the State of
West Virginia, and nationally, and the provisions of
this Agreement are not



 









 







intended to restrict such activities by Adams so long as such
activities do not interfere with his duties and responsibilities as defined in this Agreement.



     TERM; EXTENSIONS



          The term of employment of Adams by United shall be until March 31, 2013 and this Agreement
shall remain in force and effect during such period unless sooner terminated or extended as
provided herein.



          The Compensation Committee of United shall review this Agreement at least annually, and may,
with the approval of Adams, extend the term of this Agreement annually for additional one (1) year
periods.



          The term of this Agreement shall extend until all obligations under this Agreement have been
fully performed by United.



     TERMINATION OF EMPLOYMENT BY EMPLOYER OR ADAMS



          “Termination of Employment” or “termination” under this Agreement shall mean “Separation from
Service” as defined in Code Section 409A and the regulations and guidance thereunder, which shall
mean and include, to the extent consistent with Code Section 409A and the regulations and guidance
thereunder, the severance of Adams’ employment with United, Bank and any affiliate for any reason.
Adams separates from service with United, Bank and any affiliate if he dies, retires, separates
from service because of Adams’ Disability, or otherwise has a termination of employment with
United, Bank and any affiliate. However, the employment relationship is treated as continuing
intact while Adams 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 Adams’ right to
reemployment with United, Bank or any affiliate, as the case may be, is provided either by statute
or by contract. If the period of leave exceeds six months and Adams’ 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 Adams to be unable to perform the duties of his 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 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 Separation from Service and (ii) in any instance in which Adams
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 Adams shall only be considered
to meet the requirements of a Separation from Service hereunder if Adams 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 Agreement which would otherwise apply, (iii) in any instance in
which Adams is an employee and an independent contractor of United or any Affiliate or both Adams
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 Adams provides services both as
an employee and a member of the Board of Directors of United or any Affiliate or both or any
combination thereof, the services provided as a director are not taken into account in determining
whether Adams has had a Separation from Service as an employee under this Agreement, provided that
no plan in which Adams 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.



          Employment of Adams may be terminated by any one of the following prior to the expiration of
its normal term, provided that unless otherwise agreed to by the parties, all employment by both
United and Bank shall be terminated simultaneously and termination of employment by either
United or Bank shall automatically terminate employment with the other in which case Adams
shall be entitled to the benefits due and payable upon termination set forth elsewhere herein:


 









 







          A. Mutual Agreement. By mutual agreement of the parties upon such terms and
conditions as they may agree.



          B. Death. By United upon the death of Adams and United shall be considered to have
terminated Adams’ employment on his date of death if he has not had a Separation from Service prior
to death.



          C. Disability. By United upon the legal Disability of Adams, (and United shall be
considered to have terminated Adams’ employment on his Disability if he has not had a Separation
from Service prior to Disability) and Adams shall be considered “Disabled” or to have a legal
“Disability” if Adams (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 United, Bank or an affiliate. In addition,
notwithstanding any of the foregoing, the terms “Disability” and “Disabled” shall be interpreted
under this Agreement in a manner consistent with the requirements of Code Section 409A.



          D. For Cause. By United for cause upon giving Adams thirty (30) days advance notice
of such termination, specifying the cause of termination.



          E. Change in Control. By Adams, at his discretion, within six (6) months of the
effective date of a Change in Control. For the purpose of this Agreement, a “Change in Control”
shall mean, with respect to (i) United, Bank or such affiliate for whom Adams is performing
services at the time of the Change in Control Event; (ii) United, Bank or such affiliate that is
liable for the payment to Adams hereunder, or under that certain Amended and Restated Supplemental
Retirement Agreement between United and Adams effective January 1, 2005 (hereinafter the
“Supplemental Agreement,”) as the case may be, (or all corporations liable for the payment if more
than one corporation is liable) but
only if either the payment under this Agreement or said Supplemental Agreement, as the case
may be, is attributable to the performance of service by Adams for United or for such Bank or
Affiliate, as the case may be, that is liable for the payment to Adams hereunder or under said
Supplemental Agreement,



 









 







as the case may be, or there is a bona fide business purpose for United or
for such Bank or Affiliate, as the case may be, that is liable for the payment to Adams hereunder,
or under said Supplemental Agreement, as the case may be, to be liable for such payment and, in
either case, no significant purpose of making United or for such Bank or Affiliate, as the case may
be, that is liable for the payment to Adams hereunder, or under said Supplemental Agreement, as the
case may be, liable for such payment is the avoidance of Federal Income tax; or (iii) a corporation
that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this
section, or any corporation in a chain of corporations in which each corporation is a majority
shareholder of another corporation in the chain, ending in a corporation identified in paragraph
(i) or (ii) of this section, a Change in Ownership or Effective Control of the corporation, as
defined in Section 409A of the Code, and the regulations or guidance issued by the Internal Revenue
Service thereunder, meeting the requirements of such Change in Ownership of the corporation or
Change in Effective Control of the corporation as a “Change in Control Event” thereunder.



          F. Breach by United. By Adams in the event of a material breach by United of any of
the terms or conditions of this Agreement.



          G. Insolvency, etc. By Adams, at his sole option, in the event of the business
failure, insolvency, bankruptcy, or assignment for the benefit of creditors of or by United or
Bank.



     COMPENSATION AND REIMBURSEMENTS



          A. Base Salary. United shall pay Adams for his service to both United and Bank, a
base salary at an annual rate not less than $536,000.00, payable in equal semi-monthly
installments. Adams’ base salary for calendar year 2002 has been set at $536,000.00. Adams’
performance shall be evaluated by the Compensation Committee of United at least once each twelve
month period, and such evaluation shall be the basis of determining whether the compensation
payable to Adams shall be increased in the judgment of such committee directors. No decreases in
the base salary shall be permitted during the term. In addition, for service as a member of the
Boards of Directors of United or any of
United’s subsidiaries or affiliates, or their respective committees, Adams shall receive such
sums as may be paid to members and officers of such boards for their services.



          B. Incentive Pay. In addition to the base salary herein provided for, Adams shall be
entitled to receive incentive compensation from United or Bank in accordance with plans adopted by
their



 









 







Boards of Directors, and such incentive compensation if not deferred by Adams pursuant to any
deferral election which may be available to Adams under any plan adopted by United or Bank (if
any), shall be paid with respect to services rendered by Adams in any year no later than the
fifteenth day of the third month of the following year.



          C. Fringe Benefits. United shall afford to Adams and his family the benefit of all
fringe benefits afforded to other United or bank officers, such as pension, life insurance, health
and accident insurance benefits.



          D. Club and Organization Membership and Dues. United shall maintain the cost of stock
or membership certificate and the cost of the initiation fee for memberships for a family (general
membership) in one or more country clubs in the trade areas of the Bank, which Adams shall select,
plus dues, assessments and other costs of maintaining such memberships. United shall also pay
Adams’ membership fees and dues in banking, business, civic, and social organizations in which
Adams is a participating member. The benefits under this Section V D shall cease upon Separation
from Service of Adams and no such benefits or expenses which are incurred after or attributable to
any time period after Separation from Service of Adams shall be paid or reimbursed hereunder. The
reimbursement of an eligible expense shall be made by United no later than the last day of Adams’
taxable year during which the expense was incurred, or if later, the fifteenth day of the third
month after such expense was incurred, and Adams is required to request reimbursement and
substantiate any such expense no later than ten days prior to the last date on which United is
required to provide reimbursement for such expense hereunder. In addition, the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during Adams’ taxable year may not affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable
year and the right to reimbursement or in-kind benefits hereunder is not subject to liquidation or
exchange for any other benefit.



          E. Business Expenses. United shall reimburse Adams for all reasonable expenses
incurred by Adams in carrying out his duties and responsibilities, including furnishing an
automobile for use by Adams, with the costs of purchase, maintenance and operation to be borne by
United, all provided
such expense is incurred by Adams prior to Separation from Service. The reimbursement of an
eligible expense shall be made by United no later than the last day of Adams’ taxable year during
which the expense was incurred, or if later, the fifteenth day of the third month after such
expense was incurred, and Adams is required to request reimbursement and substantiate any such
expense no later than ten days prior to the last date on which United is required to provide
reimbursement for such expense hereunder. The



 









 







amount of expenses eligible for reimbursement, or
in-kind benefits provided, during Adams’ taxable year shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to
reimbursement or in-kind benefits under this Agreement is not subject to liquidation or exchange
for another benefit. In addition, the right to reimbursement or in-kind benefits under this
Agreement is all subject to the provisions of Section V G so that in the event that any
reimbursement would be payable hereunder on or before the date which is six months after a
Separation of Service of Adams other than by death, such payment shall instead be made on the date
which is six months after the date of such Separation of Service of Adams other than by death.



          F. Termination Payments. In the event of termination of Adams’ employment prior to
expiration of the term of this Agreement, Adams or his family shall be compensated as follows:



               (1) If terminated under Article IV, Sections A, B, C, D (excepting under Section D
terminations based solely upon (i) excessive absenteeism without approval of United or the Bank,
not caused by disability, (ii) gross or willful neglect of duty resulting in some substantial loss
to United or the Bank after Adams has been given written direction and reasonable time to perform
such duties, (iii) any acts or omissions on the part of Adams which when proven constitute fraud or
commission of any criminal act involving the person or property of others or the public generally,
(iv) or any combination of (i), (ii) or (iii) above), E or F of this Agreement, then United shall
pay Adams (or his family or estate) in a lump sum amount equal to his base salary for a sixty (60)
month period, payable on the date of termination or Separation from Service provided, however, that
if such termination or Separation from Service is other than by death, than such payment, in
accordance with Article V Section G, shall be made on the date which is six months after Adams’
termination or Separation from Service, provided that payment hereunder shall be treated as having
been made on a date specified in this Agreement if it is made after the designated date but on a
date within the same calendar year as the designated date, or, if later, if made no later than the
fifteenth day of the third month after such designated date to the extent permitted under Code
Section 409A and the regulations and guidance
thereunder and provided that, in any event, Adams is not permitted, directly or indirectly, to
designate the taxable year of any payment.



               (2) If terminated under Article IV, Section D, based solely upon (i) excessive absenteeism
without approval of United or the Bank, not caused by disability, (ii) or gross or willful neglect
of duty resulting in some substantial loss to United or the Bank after Adams has been given written



 









 







direction and reasonable time to perform such duties, (iii) any acts or omissions on the part of
Adams which when proven constitute fraud or commission of any criminal act involving the person or
property of others or the public generally, (iv) or any combination of (i), (ii), or (iii) above,
United shall pay Adams’ base salary only for such period of his active full-time employment to the
date of the termination.



               (3) The payments provided for in the event of Adams’ termination are in the nature of
additional compensation and liquidated damages and upon termination, Adams shall have no obligation
to mitigate damages incurred by him in connection with such termination and he shall be absolutely
entitled to receive said payments, and upon termination, United shall not be liable to Adams for
any further payments to Adams for other damages or compensation, except liabilities to Adams
incurred prior to termination under the other provisions of this Agreement.



          G. Six-Month Delay. Notwithstanding the provisions of Section V F or any other
provision of this Agreement, if any payment is to be made upon or based upon Adams’ Separation from
Service other than by death, under Section V F or any other provision of this Agreement, and such
payment is to be made within six months after Adams’ date of Separation from Service, other than by
death, then such payment shall instead be made on the date which is six months after such
Separation from Service of Adams (other than by death,) provided further, however, that in the case
of any such payment which is to be made in installments, with the first such installment to be paid
on or within six months after the date of Separation from Service other than by death, then, upon
Separation from Service other than by death of Adams, notwithstanding any other provision of this
Agreement, the first such installment shall be paid on the date which is six months after such
Separation from Service of Adams (other than by death,) with the installments to follow such first
such payment in monthly intervals thereafter until fully paid hereunder.



     ADDITIONAL PAYMENT BY UNITED



          A. Gross-Up Payment. Notwithstanding anything in this Agreement to the contrary, in
the event it shall be determined that any payment or distribution by United, Bank and any other
subsidiaries and affiliates of United and Bank to or for the benefit of Adams (whether paid or
payable or distributed or distributable pursuant to this Agreement, the Supplemental Retirement
Agreement between United and Adams or any other agreement, contract, plan or arrangement, but
determined without regard



 









 







to any additional payments required under this Article VI) (any such
payments and distributions collectively referred to as “Payments”), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax
that may hereinafter be imposed or any interest and penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter collectively referred to
as the “Excise Tax”), then United shall pay to Adams an additional payment (the “Gross-Up Payment”)
equal to one hundred percent (100%) of Excise Tax and one hundred percent (100%) of the amount of
any federal, state and local income taxes and Excise Tax imposed on the Gross-Up Payment, all
provided that any and all such Gross-Up Payment or Payments shall be paid to Adams no later than
the last day of Adams’ taxable year next following the taxable year in which Adams remits the
Excise Taxes with respect to which such Gross-Up Payment is made and all subject to the provisions
of Section III G so that in the event that any Gross-Up Payment would be payable hereunder on or
before the date which is six months after a Separation of Service of Adams other than by death,
such payment shall instead be made on the date which is six months after the date of such
Separation of Service of Adams other than by death.



          B. Determination of Gross-Up Payment. All determinations required to be made under
this Article VI, including whether a Gross-Up Payment is required and the amount of such Gross-Up
Payment, shall be made by the firm of independent accountants selected by United to audit its
financial statements (the “Accounting Firm”) which shall provide, no later than thirty days prior
to the last day of Adams’ taxable year next following the taxable year in which Adams remits any
such Excise Taxes, detailed supporting calculations both to United and Adams. In the event that
the Accounting Firm is serving as accountant or auditor for the individual, entity or group
effecting a “Change in Control,” Adams shall appoint another nationally recognized accounting firm
to make, no later than thirty days prior to the last day of Adams’ taxable year next following the
taxable year in which Adams remits any such Excise Taxes, the determinations required hereunder
(which accounting firm shall then be referred to the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by United. Any Gross-Up Payment, as determined pursuant to this Article VI, shall be paid
to Adams within 30 days of the receipt of the Accounting Firm’s determination, or the last day of
Adams’ taxable year next following the taxable year in which Adams remits the Excise Taxes with
respect to which such Gross-Up Payment is made, whichever is earlier, all subject to the provisions
of Section III G so that in the event that any Gross-Up Payment would be payable hereunder on or
before the date which is six months after a Separation of Service of Adams other than by death,
such payment shall instead be



 









 







made on the date which is six months after the date of such
Separation of Service of Adams other than by death.



     VII. MISCELLANEOUS PROVISIONS



          A. Notices. Whenever notices are given pursuant to this Agreement, or with relation
to any matter arising hereunder, such notices shall be given to such parties at the address set
opposite their name below, and shall be given in writing, by registered mail, return receipt
requested:



	 	 	 
	United Bankshares, Inc.

	 	United Center

500 Virginia Street, East

Charleston, WV 25301
	 
	 	 
	United National Bank

	 	514 Market Street

Parkersburg, WV 26101
	 
	 	 
	Richard M. Adams

	 	514 Market Street

Parkersburg, WV 26101






          B. Prior Agreements. This Agreement represents the entire agreement between the
parties, and all prior representations, promises or statements are merged with and into this
document.



          C. Amendments. Any amendments to this Agreement must be in writing and signed by all
parties hereto except that extensions of the term of this Agreement under Article III may be
evidenced by Compensation Committee minutes, all provided that (i) no such amendment shall be
effective if it would, if effective, cause this Agreement to violate Code Section 409A and the
regulations and guidance thereunder or cause any amount of compensation or payment hereunder to be
subject to a penalty tax under Code Section 409A and the regulations and guidance issued
thereunder, which amount of compensation or payment would not have been subject to a penalty tax
under Code Section
409A and the regulations and guidance thereunder in the absence of such amendment and (ii) the
provisions of this paragraph VII C are irrevocable.



          D. Governing Law. The laws of West Virginia shall govern the interpretation and
enforcement of this Agreement.



          E. Headings. The headings used in this Agreement are used solely for the convenience
of the parties and are not to be used in construing or interpreting the Agreement.



 









 





          F. Severability of Provisions. The effect of a determination by a court of competent
jurisdiction that one or more of the contract clauses is or are found to be unenforceable, illegal,
contrary to public policy, or otherwise unenforceable, then this Agreement shall remain in full
force and effect except for such clauses.



          G. Indemnification. United agrees that they will indemnify and hold harmless Adams
(to the extent permissible under applicable law) from and against all costs and expenses, including
without limitation, all court costs and attorneys’ fees, incurred by him in defending any and all
bona fide claims, demands, proceedings, suits or actions, actually instituted or threatened, by
third parties, against Adams, United or Bank, or any combination thereof, where such claim is based
on actions or failures to act by Adams in his capacity as Chairman, Chief Executive Officer, and a
Director of United and Chairman, Chief Executive Officer and a Director of Bank, or any combination
of such capacities, or in any other capacity as an employee of either or both of United and Bank,
but only if such bona fide claim, demand, proceeding, suit or action, actually instituted or
threatened, is one involving this Agreement, its validity or enforceability or with respect to any
payments to be made pursuant thereto. Provided further, however, that in the event of any such
bona fide claims, suits or actions, where such claim, suit or proceeding is (i) based on actions or
failures to act by Adams in his capacity as Chairman, Chief Executive Officer, and a Director of
United and Chairman, Chief Executive Officer and a Director of Bank, or any combination of such
capacities, or in any other capacity as an employee of either or both of United and Bank, (ii)
involves this Agreement, its validity or enforceability or with respect to any payments to be made
pursuant thereto and (iii) is a claim, suit or proceeding between Adams and United or Bank
involving this Agreement, Adams shall be indemnified pursuant to this if he ultimately prevails in
such claim, suit or action.



          H. Authority to Execute Documents. The undersigned representatives of United
certifies and represents that he is authorized to enter into its binding agreement with Adams.



          I. Waiver of Breach. A waiver of a breach of any provision of the Agreement by any
party shall not be construed as a waiver of subsequent breaches of that provision. No requirement
of this Agreement may be waived except in writing by the party adversely affected.



          J. Binding Effect and Assignability. This Agreement shall insure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and
legal representatives, including any entity with which United or Bank may merge or consolidate or
to which



 









 







either of them may transfer all or substantially all of their assets. Insofar as Adams is
concerned, this Agreement, being personal, cannot be assigned as to performance or for any other
purpose.



          K. Withholding. Adams shall make appropriate arrangements with United and the Bank,
as applicable, for satisfaction of any federal, state or local income tax withholding requirements
and Social Security or other employee tax requirements applicable to any payment under the
Agreement.



          L. Counterparts. This Agreement may be executed in one or more counterparts, which
together shall constitute an original.



          WITNESS the following signatures this       day of                     , 2008:



	 	 	 	 	 
	 	UNITED BANKSHARES, INC.

 	 
	 	By  	 	 
	 	 	Its	 	 
	 	 	 
	 	 	 
	 	
RICHARD M. ADAMS