EX-10.12



 Exhibit 10.12 

FIRST AMENDMENT TO 

UNITED BANKSHARES, INC. 

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT 

THIS FIRST AMENDMENT TO THE UNITED BANKSHARES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the
“Agreement”) is made and entered into this      day of             , 2018, effective as of such date unless specified otherwise below, 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 on or about the date the Agreement was approved by the Company Board, which was November 7, 2013 (the “Agreement”); 

WHEREAS, the Company approved an Amendment to the Agreement, respecting the definition of Disability November 10,
2017; 
 WHEREAS, pursuant to Article 7 of the Agreement, the Agreement may be amended by a written instrument
executed by Company and Executive; and 
 WHEREAS, Company and Executive wish to amend the Agreement as to such
changes to the definition of Disability and respecting further changes as set forth herein. 
 NOW THEREFORE WITNESSETH:

 1.        Effective January 1, 2018, Section 1.2 of is hereby
revoked and in its place and stead is hereby substituted the following Section 1.2, to read in full as follows: 

1.2        “Disability” –
“Disability” shall mean the Executive: (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 can be expected to
last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. Medical determination of Disability shall be
made by the Company’s provider of long-term disability benefits or, if the Company does not provide long-term disability benefits or Executive is not otherwise eligible to participate in such benefit plan, by the Social Security Administration.
Upon the request of the Company, the Executive must submit proof to the Company or its designee of the long-term disability benefits provider’s or the Social Security Administration’s determination. 







 2.        Subsection 2.2.1 of
Section 2.2 of Article 2 shall be, and it hereby is amended to add the following sentence as the last sentence of Subsection 2.2.1 as follows: 

Notwithstanding the foregoing, or any other provision of this Subsection 2.2.1 or of this Agreement,
Executive shall be 100% vested in the Early Termination Benefit and the foregoing vesting percentage provisions shall not apply, in the event that the Early Termination of Executive is by death or is: 

(i)      at any time after a Change of Control, either (A) a voluntary
resignation of Executive, for any reason or no reason, or (B) an involuntary termination of Executive by the Company other than for Cause, or 

(ii)      at any time regardless of whether a Change of Control has occurred,
either (A) a resignation of Executive for Good Reason or (B) an involuntary termination of Executive by the Company other than for Cause. 

3.      Subsection 2.3.1 is hereby revoked and in its place and stead is hereby substituted the
following Subsection 2.3.1 to read in full as follows: 

2.3.1      Amount of Benefit. The annual benefit under this
Section 2.3, in the event the Executive is Disabled prior to Normal Retirement Age and prior to Early Termination, is the dollar amount equal to the Amount of Benefit defined in Section 2.1.1. 

4.      Section 5.2 is hereby revoked. 

5.      Section 5.3 is hereby revoked and in its place and stead is substituted the following
first full paragraph of Section 5.3 to read as follows: 

5.3      Competition After Termination of Employment. The
Company shall not pay any benefit under this Agreement if the Executive, at any time during the 12 calendar months following Termination of Employment and without the prior written consent of the Company (a) engages in or becomes associated
with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any Competitive Enterprise; or (b) becomes interested in, directly or indirectly, as a proprietor, partner, officer, director,
member, consultant or substantial stockholder, shareholder, or stakeholder, any Competitive Enterprise (said restrictions are hereinafter sometimes referred to as the “Non-Competition Restrictions.”)


  
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Notwithstanding the foregoing, or any other provision of this Section 5.3 or of this Agreement, Executive shall not be subject to the
“Non-Competition Restrictions” in the event that the Termination of Employment of the Executive is: 

(i)        at any time after a Change of Control,
either (A) a voluntary resignation of Executive, for any reason or no reason, or (B) an involuntary termination of Executive by the Company other than for Cause, or 

(ii)        at any time regardless of whether a
Change of Control has occurred, either (A) a resignation of Executive for Good Reason or (B) an involuntary termination of Executive by the Company other than for Cause. 

For purposes of Subsection 2.2.1 and this Section 5.3, the following definitions
shall apply: 
 (a)        “Change of
Control” shall mean with respect to (i) Company or an Affiliate for whom the Executive is performing services at the time of the Change of Control Event; (ii) Company or any Affiliate that is liable for the payment to the Executive
hereunder (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for Company or such corporation (or
corporations) or there is a bona fide business purpose for Company or such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making Company or such corporation or corporations 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 Subsection, 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 Subsection, a Change in Ownership or Effective Control or a Change in the Ownership of a Substantial
Portion of the Assets of a 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 a “Change in Control Event” thereunder. 

(b)        “Competitive Enterprise”
means any business, organization, company, corporation, partnership or business entity or enterprise of any type that (i) is or may be deemed to be competitive with any business carried on by the Company as of the date of Termination of
Employment, and (ii) is 

  
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conducted within a 50-mile radius of any Company location where Executive conducted or supervised or otherwise engaged in business of the Company. 

(c)      Executive understands that the Company has
legitimate business interests it wishes to protect without unreasonably restricting Executive’s ability to seek or obtain employment after his employment with the Company ends for any reason. Executive understands that the damages the Company
will suffer as a result of Executive’s breach of this Section 5.3 of the Agreement are impossible to reasonably calculate and may cause irreparable harm to the Company. Nothing in this Agreement shall be construed to prevent the Company
from seeking any form of injunctive relief to enforce any provision of this Agreement. 

(d)      “Good Reason” means there is: (i) a
decrease in the total amount of the Executive’s base salary, without the Executive’s consent; or (ii) a material reduction in the importance of the Executive’s job responsibilities, without the Executive’s consent; or
(iii) a geographical relocation of the Executive to an office more than 50 miles from the Executive’s office location immediately prior to such relocation, without the Executive’s consent. 

6.        Effective January 1, 2018, Article 6 shall be amended and supplemented
by adding the following Section 6.2.6 to read in full as follows: 
 6.2.6 Medical Determination of
Disability. Effective January 1, 2018, notwithstanding the foregoing provisions of this Article 6, or any other provision of this Agreement, the medical determination of Disability under this Agreement shall be made solely and exclusively in
the following manner: by the Company’s provider of long-term disability benefits, or, if the Company does not provide long-term disability benefits or Executive is not otherwise eligible to participate in such benefit plan, by the Social
Security Administration. 
 7.        The right to further amendment is retained by
the Company and the Executive. 
 This Amendment may be executed in one or more counterparts, which taken together shall
constitute an original. 
 IN WITNESS WHEREOF, this First Amendment to the United Bankshares, Inc. Supplemental
Executive Retirement Agreement has been duly signed by an authorized officer of Company and individually by Executive, respectively, all as of the date first above written. 

  
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	 	 	 	 	 UNITED BANKSHARES, INC.:

			
	 	 	 	 	
By:                      
                                        


			
	 	 	 	 	
Its:                      
                                        


	 [SEAL]
	 		 	
			
	 	 	 	 	 EXECUTIVE:

			
		 		 	
                       
                                         
    



  
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