Exhibit 10.4.a



 Exhibit 10.4.a 
 2008 DECLARATION OF AMENDMENT TO 
 BB&T CORPORATION AMENDED AND RESTATED 
 2004 STOCK INCENTIVE PLAN 
 THIS 2008 DECLARATION OF AMENDMENT to the BB&T Corporation Amended and Restated 2004 Stock
Incentive Plan (the “Plan”) is executed on the 28th day of October, 2008, by BB&T CORPORATION (the “Corporation”).

 RECITALS: 
 It is
deemed advisable to amend the Plan in order to change the definition of date of exercise, to clarify the definition of Retirement under the Plan, and to add a reference to evidence of stock ownership in addition to certificates. 
 NOW, THEREFORE, IT IS DECLARED, that, by action of the Board of Directors of BB&T Corporation on the 28th day of October, 2008, the Plan is amended,
effective October 28, 2008, as follows: 
 1. By deleting the last sentence of Section 6.06(b) of the Plan in its entirety and
inserting the following in lieu thereof: 
 “The date of exercise means (i) with respect to the exercise of an Option in which
shares of Common Stock relating to such Option are sold in the market, the date, after the optionee delivers an exercise notice to BB&T or its designee specifying the number of shares in respect of which the Option is being exercised and such
other representations and agreements as may be required by BB&T or its designee, that the shares of Common Stock relating to such Option are sold in the market; and (ii) with respect to all other Option exercises, the date notice of
exercise is received by BB&T or its designee; provided, however, if such notice is received by BB&T or its designee after the market closes on such day of receipt, the date of exercise means the next trading day of the Common Stock.”

 2. By deleting the period at the end of the last sentence of Section 7.06(b) of the Plan and inserting the following at the end
thereof: 
 “; provided, however, if such notice is received by BB&T or its designee after the market closes on such day of receipt,
the date of exercise means the next trading day of Common Stock.” 







 3. By deleting Section 1.33 of the Plan in its entirety and inserting the following in lieu thereof:

 “1.33. Retirement means that a Participant has incurred a Separation from Service on or after his earliest
early retirement date. As used herein, the “earliest early retirement date” of a Participant who incurs a Separation from Service is, (i) if the Participant is an Employee, either the Employee’s attainment of at least age
55 with at least 10 years of service with BB&T and/or an Affiliate or, in the event the Employee has not attained at least age 55 with at least 10 years of service, the Employee’s attainment of at least age 65 with at least 5 years
of service with BB&T and/or an Affiliate; and (ii) if the Participant is a non-employee Director, the non-employee Director’s attainment of at least the age of retirement specified in BB&T Corporation’s policies and procedures
applicable to Directors as the retirement age for non-employee Directors.” 
 4. By inserting “(or other evidence of Common Stock
ownership, including, without limitation, a direct registration system book entry account)” at the end of the first sentence of Section 16.01, and after the phrases “shares of Common Stock” and “certificate(s) for
shares” in the second and third sentences of Section 16.01. 
 IN WITNESS WHEREOF, this 2008 Declaration of Amendment is executed
on behalf of BB&T Corporation on the day and year first above written. 
  

			
	BB&T CORPORATION
		
	By:	 	 /s/    Robert E. Greene

	Title:	 	Senior Executive Vice President


  

	
	ATTEST:
	
	 /s/    Frances B. Jones

	Title:
	
	[Corporate Seal]

  

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