Exhibit 10.1


Execution
Version 


AMENDED
AND RESTATED

EMPLOYMENT AGREEMENT


This AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into effective as of December 19, 2012, (the “Effective
Date”), by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH
BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (“BBTC”), and KELLY S. KING,
an individual (“Executive”). BB&T and BBTC are collectively referred to as the “Employer”.


RECITALS


WHEREAS, Employer and their Affiliates
are engaged in the banking and financial services business; and


WHEREAS, Executive is experienced
in, and knowledgeable concerning, the material aspects of such business; and


WHEREAS, Executive is presently
employed as the Chief Executive Officer of BB&T and BBTC pursuant to the terms of an employment agreement dated as of November
13, 2008 (the “Predecessor Agreement”); and


WHEREAS, Employer and Executive
desire to amend certain terms of the Predecessor Agreement; and


WHEREAS, BB&T, BBTC and Executive
have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth
herein.


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


AGREEMENT


		1.	EMPLOYMENT TERMS AND DUTIES.



1.1             
Employment. Employer hereby employs
Executive, and Executive hereby accepts employment by Employer commencing on the Effective Date, upon the terms and conditions
set forth in this Agreement. Executive agrees to serve as (i) an employee of Employer and as an employee of one or more of Employer’s
Affiliates; (ii) on such committees and task forces of the Employer (including, without limitation, BB&T’s Executive
Management Team), as Executive may be appointed from time to time; and (iii) as a member of the Board of Directors of BB&T
and/or BBTC as Executive may be appointed from time to time. Notwithstanding the foregoing, in no event shall the failure to appoint
or reappoint Executive to any committee or task force or Board of Directors be considered or treated either as a breach of this
Agreement by the Employer or as a termination of Executive’s employment.



     

     

    

 


1.2             
Duties. Executive shall serve as Chief
Executive Officer of BB&T and BBTC, and shall report to the Boards of Directors of Employer. Executive shall devote all of
Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates
and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as
Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates
shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice
of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner,
officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer
and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in
a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent
of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned
or are regularly traded on any public exchange.


1.3             
Term. Subject to the provisions of
Section 1.6 below, unless extended or shortened as provided in this Agreement, the term of employment of Executive under this Agreement
shall commence on the Effective Date, and shall continue until the expiration of a period of thirty-six (36) consecutive months
immediately following the Effective Date (the “Term”). As of the first day of each calendar month commencing
January 1, 2013, the Term shall be automatically extended (without any further action of or by Employer or Executive) for an additional
successive calendar month; provided, however, that on any one month anniversary date, either Employer or Executive may serve notice
to the other parties to fix the Term to a definite thirty-six (36) month period from the date of such notice and no further automatic
extensions shall occur. The Term as it may be extended pursuant to this Section 1.3, or, as it may be shortened in accordance with
Section 1.6, is hereinafter referred to as the “Term”.


1.4             
Compensation And Benefits.


1.4.1       
Base Salary. In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates
hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary
at the annual rate of Nine Hundred Eighty-Five Thousand Dollars ($985,000) (the “Base Salary”), payable in equal
cash installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The annual
Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion
of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes
of this Agreement, and may not thereafter be reduced without the written consent of Executive.


1.4.2       
Incentive Compensation. During the Term, Executive shall continue to participate in any bonus or incentive
plans of Employer, whether any such plan provides for awards in cash or securities, made available to other executives of Employer
similarly situated to Executive, as such plan or plans may be modified from time to time, or such other similar plans for which
Executive may become eligible and designated a participant.



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1.4.3       
Employee Benefits. Executive shall be eligible to participate in such employee benefits plans and programs
of Employer (such as retirement, sick leave, vacation, group disability, health, life, and accident insurance) as may be in effect
from time to time (and subject to the terms thereof) during the Term as are afforded to other similarly situated executives of
BB&T.


If, during the Term, Executive becomes
eligible for benefits under the Pension Plan and retires, Executive shall be eligible to participate in the same retiree health
care program provided to other retiring employees of BB&T who are also retiring at the same time. During the Compensation Continuance
Period, Executive shall be deemed to be an “active employee” of Employer for purposes of participating in BB&T’s
health care plan and for purposes of satisfying any age and service requirements under BB&T’s retiree health care program.
Thus, if Executive has not satisfied either the age or service requirement (or both) under BB&T’s retiree health care
program at the time payment of Executive’s Termination Compensation begins, but satisfies the age or service requirement
(or both) at the time such Termination Compensation payments end, Executive shall be deemed to have satisfied the age or service
requirement (or both) for purposes of BB&T’s retiree health care program as of the date Executive’s Termination
Compensation payments end. For purposes of satisfying any service requirement under BB&T’s retiree health care program,
Executive shall be credited with one year of service for each Computation Period which begins and ends during the Compensation
Continuance Period.


1.5             
Business Expenses. Employer shall,
upon receipt from Executive of supporting receipts to the extent required by applicable income tax regulations and Employer’s
reimbursement policies, reimburse Executive for all out-of-pocket business expenses reasonably incurred by Executive in connection
with Executive’s employment hereunder.


1.6             
Termination. Executive’s employment shall terminate upon the occurrence of any of the following at any time during
the Term (the date of such termination, the “Termination Date”), and the Term shall automatically terminate
immediately following any such termination of employment:


1.6.1       
Death. Executive’s employment shall terminate automatically upon Executive’s death.


1.6.2       
Retirement. Executive’s employment shall terminate automatically upon Executive’s Retirement.


1.6.3       
Disability. Executive’s employment shall terminate immediately upon the reasonable determination
by Employer that Executive shall have been unable to substantially perform the essential functions of Executive’s duties
by reason of a physical or mental disability, with or without reasonable accommodation, for a period of twelve (12) consecutive
months (“Disability”); provided that prior to any such termination for Disability, the Boards of Directors of
Employer shall have given Executive at least thirty (30) days’ advance written notice of Employer’s intent to terminate
Executive due to Disability, and Executive shall not have returned to full-time employment by the thirtieth (30th) day after such
notice (termination pursuant to this Section 1.6.3 being referred to herein as termination for Disability).



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1.6.4       
Voluntary Termination. Executive’s employment shall terminate on the date specified in Executive’s
written notice to Employer’s Boards of Directors of Executive’s voluntary termination of employment; provided, however,
that Employer may accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this
Section 1.6.4 being referred to herein as “Voluntary Termination”).


1.6.5       
Termination for Just Cause. Executive’s employment shall terminate immediately following notice
of termination for “Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards of
Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “Just
Cause” shall mean and be limited to any one or more of the following: Executive’s personal dishonesty; gross incompetence;
willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful
violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction
of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with Employer’s business;
misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of
any other provision of this Agreement; provided, that Executive has received written notice from Employer of such material breach
and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. Notwithstanding the foregoing,
during the Change of Control Period, “Just Cause” shall mean and be limited to Executive’s willful misconduct
or gross negligence that causes material harm to Employer or Executive’s conviction of a felony. For purposes of this paragraph,
no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to
be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests
of Employer.


1.6.6       
Termination Without Just Cause. Executive’s employment shall terminate immediately on the date specified
in a written notice of termination without Just Cause from Employer’s Boards of Directors to Executive (termination pursuant
to this Section 1.6.6 being referred to herein as termination “Without Just Cause”).


1.6.7       
Good Reason Termination. Subject to the following, Executive’s employment shall terminate thirty
(30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided,
however, that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive
from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative
and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as
“Good Reason Termination”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive
provides written notice to Employer’s Boards of Directors of termination for “Good Reason”, which, as
used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:


(i)                
the assignment to Executive of duties inconsistent with the position and status of Chief Executive Officer of Employer;
or



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(ii)              
a reduction by Employer in Executive’s annual Base Salary as then in effect; or


(iii)            
the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets
the participation eligibility requirements) in effect as of, or adopted or implemented on or after, the Effective Date, as the
same may be improved or enhanced from time to time during the Term;


(iv)            
during the Change of Control Period, a reduction in Executive’s incentive compensation targets, including without
limitation equity-based incentive compensation targets;


(v)              
during the Change of Control Period, a relocation of Executive’s principal place of employment resulting in
a material increase in Executive’s commute to and from Executive’s primary residence (for this purpose a one-way increase
in Executive’s commute by thirty-five (35) miles or more shall be deemed material) in comparison to Executive’s principal
place of employment immediately prior to the applicable Change of Control; or


(vi)            
any purported termination of the employment of Executive by Employer which is not effected in accordance with this
Agreement;


provided, however, that an event shall not constitute
Good Reason unless, within ninety (90) days of the initial existence of an event, Executive gives Employer at least thirty
(30) days’ prior written notice of such event setting forth a description of the circumstances constituting Good Reason and
Employer fails to cure such within the thirty- (30-) day period following Employer’s receipt of such written notice.


1.6.8       
No Other Remedies. Termination pursuant to this Agreement shall be in limitation of and with prejudice
to any other right or remedy to which Executive may otherwise be entitled at law or in equity against Employer, its affiliates,
and its agents, shareholders, employees, officers and directors.


1.6.9       
Notice of Termination. A termination of Executive’s employment by Employer or Executive for any
reason other than death shall be communicated by a written notice to the other parties, which written notice shall specify the
effective date of termination.


1.7             
Termination Compensation And Post-Termination
Benefits.


1.7.1       
Retirement, Voluntary Termination, Termination for Just Cause, or Termination for Death. In the case of
termination of Executive’s employment hereunder due to Executive’s death in accordance with Section 1.6.1 above, or
Executive’s Retirement in accordance with Section 1.6.2 above, or Executive’s Voluntary Termination of employment hereunder
in accordance with Section 1.6.4 above, or a termination of Executive’s employment hereunder for Just Cause in accordance
with Section 1.6.5 above, (i) Executive shall not be



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entitled to receive payment of, and Employer shall have no
obligation to pay, any severance or similar compensation attributable to such termination (including, without limitation, Termination
Compensation), other than Base Salary earned but unpaid; any bonuses and incentive compensation for the preceding
year that was previously earned by Executive but unpaid on the Termination Date; accrued but unused vacation to the extent allowed
by BB&T’s vacation pay policy; vested benefits under any Employer sponsored employee benefit plan; and any unreimbursed
business expenses pursuant to Section 1.5 hereof incurred by Executive as of the Termination Date; (ii) Employer’s other
obligations under this Agreement shall immediately cease; and (iii) except for termination as a result of Executive’s death,
Executive agrees to comply with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition
and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.


 


1.7.2       
Termination for Disability. In the case of a termination of Executive’s employment hereunder for
Disability in accordance with Section 1.6.3 above, during the first twelve (12) consecutive months of the period of Executive’s
Disability, Executive shall continue to earn all compensation (including bonuses and incentive compensation) to which Executive
would have been entitled if Executive had not been disabled, such compensation to be paid at the time, in the amount, and in the
manner provided in Section 1.4, inclusive of any compensation received pursuant to any applicable disability insurance plan of
Employer. Thereafter, Executive shall receive only compensation to which Executive is entitled under any applicable disability
insurance plan of Employer; and Executive shall have no right to receive any other compensation (such as Termination Compensation)
or other benefits upon or after Executive’s Termination Date. In the event a dispute arises between Executive and Employer
concerning Executive’s Disability or ability to continue or return to the performance of his duties as aforesaid, Executive
shall submit, at the expense of Employer, to examination of a competent physician mutually agreeable to the parties, and such physician’s
opinion as to Executive’s capability to so perform shall be final and binding upon Employer and Executive.


1.7.3       
Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder
Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation
or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:


(i)                
Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject,
however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance
with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination
Date.


(ii)              
Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee
stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms
of such plan or arrangement.



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(iii)            
Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person
as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars
($20,000).


(iv)            
During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as
an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental
care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or
program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination
Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage
(to the extent commercially available).


The Termination Compensation and other
benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures
in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3
or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant
to this Section 1.7.3 from and after the date of such breach.


1.7.4       
Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the
following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:


(i)                
Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject,
however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition
and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date.


(ii)              
Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee
stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms
of such plan or arrangement.


(iii)            
Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person
as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars
($20,000).


(iv)            
During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as
an “active employee” of Employer for this purpose) in the same group hospitalization plan, health



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care
plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee
benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s
Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual
plans and coverage (to the extent commercially available).


The Termination Compensation and other
benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures
in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.4
or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant
to this Section 1.7.4 from and after the date of such breach.


1.7.5       
Change of Control. If the employment of Executive is terminated during the Change of Control Period by
Employer other than for Just Cause or by Executive for Good Reason, Executive shall be entitled to the following Termination Compensation
and benefits in lieu of any other severance benefits from Employer:


(i)                
Executive shall receive Termination Compensation each month during the Compensation Continuance Period.


(ii)              
Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee
stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the term
of such plan or arrangement.


(iii)            
Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person
as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars
($20,000).


(iv)            
During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as
an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental
care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or
program for which officers of Employer generally are eligible on the same terms as were in effect either (A) at his Termination
Date, or (B) if such plans and programs in effect prior to the Change of Control were, considered together as a whole, materially
more generous to the officers of Employer, than at the date of the Change of Control; or, to the extent such participation is not
permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available).



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The Termination Compensation and other
benefits provided for in this Section 1.7.5 shall be paid by Employer in accordance with the standard payroll practices and procedures
in effect prior to Executive’s Termination Date. If Executive incurs a termination of employment pursuant to this Section
1.7.5, Executive shall be subject to all of the provisions of Section 2 other than the noncompetition and nonsolicitation provisions
thereof. If Executive breaches Executive’s obligations under Section 2 of this Agreement, exclusive of the noncompetition
and nonsolicitation provisions thereof, Executive shall not be entitled to receive any further Termination Compensation or benefits
pursuant to this Section 1.7.5 from and after the date of such breach.


Should the circumstances of the termination
of the employment of Executive result in application of both Section 1.7.3 or Section 1.7.4 and this Section 1.7.5, this Section
1.7.5 shall be deemed to apply and control.


1.7.6       
No Termination of Continuing Obligations. Termination of Executive’s employment relationship with
Employer in accordance with the applicable provisions of this Agreement does not terminate those obligations imposed by this Agreement
which are continuing obligations, including, without limitation, Executive’s obligations under Section 2; provided, however,
that the noncompetition and nonsolicitation provisions of Section 2.1 shall be inapplicable upon Executive’s Termination
Date if Executive’s employment is terminated pursuant to Section 1.7.5. Any provision of this Agreement which by its terms
obligates Employer to make payments subsequent to termination of Executive’s employment Term shall survive any such termination.


1.7.7       
SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”).
The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified,
unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits
provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the
employment of Executive is terminated by the Employer or BB&T for Just Cause or by Executive for any reason other than Good
Reason, the following special provisions shall apply for purposes of this Agreement:


(i)                
The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to Executive,
may not be terminated, modified or amended without the express written consent of Executive. Thus, any amendment or modification
to the SERP or the termination of the SERP shall be ineffective as to Executive unless Executive consents in writing to such termination,
modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of Executive shall not be adversely affected
because of any modification, amendment or termination of the SERP. In the event of any conflict between the terms of this Section
1.7.7(i) and the SERP, the provisions of this Section 1.7.7(i) shall prevail. Executive hereby agrees and consents to Employer’s
amendment of the SERP to comply with Section 409A.



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		2.	ADDITIONAL COVENANTS OF EXECUTIVE.



2.1             
Noncompetition. Executive acknowledges
and agrees that the duties and responsibilities to be performed by Executive under this Agreement are of a special and unusual
character which have a unique value to Employer and their Affiliates, the loss of which cannot be adequately compensated by damages
in any action in law. As a consequence of his unique position as Chief Operating Officer of Employer through December 31, 2008,
and, effective January 1, 2009, as Chief Executive Officer and President of BB&T and Chairman and Chief Executive Officer of
BBTC, Executive also acknowledges and agrees that Executive will have broad access to Confidential Information, that Confidential
Information will in fact be developed by Executive in the course of performing Executive’s duties and responsibilities under
this Agreement, and that the Confidential Information furnishes a competitive advantage in many situations and constitutes, separately
and in the aggregate, valuable, special and unique assets of Employer and their Affiliates. Executive further acknowledges and
agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or developed by,
Executive in the course of Executive’s employment will be such that Executive’s breach of the covenants contained in
this Section 2.1 would immeasurably and irreparably damage Employer and their Affiliates regardless of where in the Restricted
Area the activities constituting such breach were to occur. Thus, Executive acknowledges and agrees that it is both reasonable
and necessary for the covenants in this Section 2.1 to apply to Executive’s activities throughout the Restricted Area. In
recognition of the special and unusual character of the duties and responsibilities of Executive under this Agreement and as a
material inducement to Employer to continue to employ Executive in this special and unique capacity, Executive covenants and agrees
that, to the extent and subject to the limitations provided in this Section 2 (whichever portion may be applicable), including
the limitation on the duration of the covenants therein contained, during the Term and upon termination of Executive’s employment
for any reason, or upon the expiration of the Term, Executive shall not, on Executive’s own account or as an employee, associate,
consultant, partner, agent, principal, contractor, owner, officer, director, member, manager or stockholder of any other Person
who is engaged in the Business (collectively, the “Restricted Persons”), directly or indirectly, alone, for,
or in combination with any one or more Restricted Persons, in one or a series of transactions:


(i)                
serve in any capacity of any Person who is engaged in the Business in any state in the Restricted Area and who is
a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;


(ii)              
provide consultative services to any Person who is engaged in the Business in any state in the Restricted Area and
who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;


(iii)            
call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the
Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained
information about during Executive’s employment with Employer for the purpose of soliciting or providing any product or service
similar to that provided by Employer or their Affiliates;



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(iv)            
solicit, divert, or take away, or attempt to solicit, divert or take away any of the depositors, customers or clients
of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period
ending on the Termination Date whose needs Executive gained information about during Executive’s employment with Employer;
or


(v)              
induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or
their Affiliates.


Nothing in this Section 2.1 shall be read to prohibit an
investment described in the last sentence of Section 1.2.


2.2             
Non-Disclosure Of Confidential Information; Non-Disparagement.
During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency
or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors
of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of
Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection
with the performance by Executive of Executive’s duties as an employee of Employer, any Confidential Information obtained
by Executive while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public
knowledge at the time of such disclosure. Executive shall use Executive’s best efforts to prevent the removal of any Confidential
Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of
Executive’s duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether
now or hereafter existing) conceived, discovered or developed by Executive during the Term belongs exclusively to Employer and
not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those
rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and
confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly
identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive shall not
make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their
Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information
or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements,
to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or
agents.


2.3             
Use Of Unauthorized Software. During
the Term, Executive shall not knowingly load any unauthorized software into Executive’s computer (whether personal or owned
by Employer). Executive may request that Employer purchase, register and install certain software or other digital intellectual
property, but Executive may not copy or install such software or intellectual property himself. Executive acknowledges that certain
software and digital intellectual property is Confidential Information of Employer and Executive agrees, in accordance with Section
2.2, to keep such software and intellectual property confidential and not



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 to use it except in furtherance of Employer’s Business
or the operations of Employer or its Affiliates.


 


2.4             
Removal Of Materials. During the Term
and at any time thereafter, and except as may be required or deemed necessary or appropriate in connection with the performance
by Executive of Executive’s duties as an employee of Employer, Executive shall not copy, dispose of or remove from Employer
or their Affiliates any depositor, customer or client lists, software, computer programs or other digital intellectual property,
books, records, forms, data, manuals, handbooks or any other papers or writings relating to the Business or the operations of Employer
or their Affiliates.


2.5             
Work Product. Employer alone shall
be entitled to all benefits, profits and results arising from or incidental to Executive’s Work Product (as defined in this
section 2.5). To the greatest extent possible, any work product, property, data, documentation, inventions or information or materials
prepared, conceived, discovered, developed or created by Executive in connection with performing Executive’s responsibilities
during the Term (“Work Product”) shall be deemed to be “work made for hire” as defined in the Copyright
Act, 17 U.S.C.A.§ 101 et seq., as amended, and owned exclusively by Employer. Executive hereby unconditionally and
irrevocably transfers and assigns to Employer all intellectual property or other rights, title and interest Executive may currently
have (or in the future may have) by operation of law or otherwise in or to any Work Product. Executive agrees to execute and deliver
to Employer any transfers, assignments, documents or other instruments which may reasonably be necessary or appropriate to vest
complete title and ownership of any Work Product and all associated rights exclusively in Employer. Employer shall have the right
to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Executive,
and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Executive
hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without
limitation, any similar rights or principles of law which Executive may now or later have by virtue of the law of any locality,
state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Executive shall not be entitled to any
compensation in addition to that provided for in this Agreement for any exercise by Employer of its rights set forth in this Section
2.5. In the event any Work Product qualifies for protection under the United States Patent Act, 35 U.S.C. § 1 et. seq.,
as amended, and Executive agrees to bear the cost of seeking a patent from the U.S. Patent Office, Employer agrees, upon the issuance
of such patent and upon receipt from Executive of reimbursement of all costs and expenses related to obtaining such patent, to
assign the patent to Executive. Executive hereby grants to Employer a royalty-free, perpetual, irrevocable license to any such
patent obtained by Executive in accordance with the preceding sentence.


2.6             
Interpretation; Remedies. Consistent
with Section 3.8 of this Agreement, the covenants contained in this Section 2 (the “Covenants”) shall be construed
and interpreted in any judicial proceeding to permit their enforcement to the maximum extent permitted by law and each of the Covenants
is severable and independently enforceable without reference to the enforceability of any other Covenants. Further, if any provision
of the Covenants or of this Section 2 is held by a court of competent jurisdiction to be overbroad as written, Executive specifically
agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision
as severable and enforce those severable



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provisions deemed reasonable by such court. Executive agrees that
the restraints imposed by this Section 2 are fair and necessary to prevent Executive from unfairly taking advantage of contacts
established, nurtured, serviced, enhanced or promoted and knowledge gained during Executive’s employment with Employer and
their Affiliates, and are necessary for the reasonable and proper protection of Employer and their Affiliates and that each and
every one of the restraints is reasonable with respect to the activities prohibited, the duration thereof, the Restricted Area,
the scope thereof, and the effect thereof on Executive and the general public. Executive acknowledges that the Covenants will
not cause an undue burden on Executive. Executive further acknowledges that violation of any one or more of the Covenants would
immeasurably and irreparably damage Employer and their Affiliates, and, accordingly, Executive agrees that for any violation or
threatened violation of any of such Covenants, Employer shall, in addition to any other rights and remedies available to it, at
law or otherwise (including, without limitation, the recovery of damages from Executive), be entitled to specific performance
and an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any
violation or threatened violation of the Covenants. Executive hereby consents to the issuance of such injunction and agrees to
submit to the equitable jurisdiction of any court of competent jurisdiction, without reference to whether Executive resides or
does business in that jurisdiction at the time such injunction is sought or entered.


 


2.7             
Notice Of Covenants. Executive agrees
that prior to accepting employment with any other Person during the Term or during the two-year period following the termination
of his employment with Employer, Executive shall provide Employer with written notice of his intent to accept such employment,
which notice shall include the name of the prospective employer, the business engaged in or to be engaged in by the prospective
employer, and the position Executive intends to accept with the prospective employer. In addition, Executive shall provide such
prospective employer with written notice of the existence of this Agreement and the Covenants.


		3.	MISCELLANEOUS.



3.1             
Notices.
All notices, requests, and other communications to any party under this Agreement must be in writing (including telefacsimile
transmission or similar writing) and shall be given to such party at his, her or its address or telefacsimile number set forth
below or at such other address or telefacsimile number as such party may hereafter specify for the purpose of giving notice to
the other party:


If to the Executive:


At the Executive’s most recent
address on file at the Company.



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If to the Employer, to:


BB&T Corporation

Branch Banking and Trust Company

West Second Street

Winston-Salem, NC 27101

Facsimile: (336) 733-2189

Attention: General Counsel


Each such notice, request, demand or other communication
shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 3.1. Delivery
of any notice, request, demand or other communication by telefacsimile shall be effective when received if received during normal
business hours on a business day. If received after normal business hours, the notice, request, demand or other communication will
be effective at 10:00 a.m. on the next business day.


3.2             
Entire Agreement. This Agreement expresses
the whole and entire agreement between the parties with reference to the employment and service of Executive and supersedes and
replaces any prior employment agreements (including, without limitation, the Predecessor Agreement), understandings or arrangements
(whether written or oral) among Employer and Executive. Without limiting the foregoing, Executive agrees that this Agreement satisfies
any rights Executive may have had under any prior agreement or understanding (including, without limitation, the Predecessor Agreement)
with Employer with respect to Executive’s employment by Employer.


3.3             
Waiver; Modification. No waiver or
modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and
duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence
at any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights
or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The parties
further agree that the provisions of this Section 3.3 may not be waived except as herein set forth.


3.4             
Amendment. This Agreement may be amended,
supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.


3.5             
No Third Party Beneficiary. The terms
and provisions of this Agreement are intended solely for the benefit of each party hereto and Employer’s successors or assigns,
and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.


3.6             
No Assignment; Binding Effect; No Attachment.
This Agreement and the obligations undertaken herein shall be binding upon and shall inure to the benefit of any successors
or assigns of Employer, and shall be binding upon and inure to the benefit of Executive’s heirs, executors, administrators,
and legal representatives. Executive shall not be entitled to assign or delegate any of Executive’s obligations or rights
under this Agreement;



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provided, however, that nothing in this Section 3.6 shall preclude
Executive from designating a beneficiary to receive any benefit payable under this Agreement upon Executive’s death. Except
as otherwise provided in this Agreement or required by applicable law, no right to receive payments under this Agreement shall
be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.


 


3.7         
 Headings. The headings of paragraphs and
sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement.


3.8          Severability. Employer
and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if
a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too
broad to be enforced as written, Employer and Executive intend that the court should reform such provision to such narrower
scope and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall
be fully severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this
Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by illegal, invalid, or unenforceable provisions or by their severance.


3.9           
Governing Law. The parties intend that this Agreement and the performance hereunder and all suits
and special proceedings hereunder shall be governed by and construed in accordance with and under and pursuant to the laws of
the State of North Carolina without regard to conflicts of law principles thereof and that in any action, special proceeding
or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of
the State of North Carolina shall be applicable and shall govern to the exclusion of the law of any other forum. Any
action, special proceeding or other proceeding with respect to this Agreement shall be brought exclusively in the federal or
state courts of the State of North Carolina, and by execution and delivery of this Agreement, Executive and Employer
irrevocably consent to the exclusive jurisdiction of those courts and Executive hereby submits to personal jurisdiction in
the State of North Carolina. Executive and Employer irrevocably waive any objection, including any objection based on lack of
jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any action or
proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and
Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this
Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to
this Agreement.


3.10       
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument.



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3.11         
Withholding. Employer shall deduct
and withhold all federal, state, local and employment taxes and any other similar sums required by applicable law, or in accordance
with the applicable provisions of Employer’s employee benefit plans, to be withheld from any payments made pursuant to the
terms of this Agreement.


3.12         
Definitions. Wherever used in this Agreement,
including, but not limited to, the Recitals, the following terms shall have the meanings set forth below (unless otherwise indicated
by the context) and such meanings shall be applicable to both the singular and plural form (except where otherwise expressly indicated):


a.                 
“Affiliate” means a Person or person that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, another Person or person.


b.                 
“Business” means the banking business, which business includes, but is not limited to, the consumer,
savings, and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business.


c.                  
“Change of Control” shall have the meaning ascribed to such term in BB&T’s 2012 Incentive
Plan, as in effect on the Effective Date.


d.                 
“Change of Control Period” means the period commencing on the date of a Change of Control and concluding
on the second anniversary thereof.


e.                  “Code”
means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.


f.                  
“Commencement Month” means the first day of the calendar month next following the month in which
Executive’s Termination Date occurs.


g.                 
“Compensation Continuance Period” means the time period commencing with the Commencement Month and
ending on the date that coincides with the expiration of the thirty-six (36) consecutive month period which began with the Commencement
Month or, if the Term had previously been fixed by the Employee to a definite three- (3-) year period, the expiration of the remaining
period in such fixed Term.


h.                 
“Computation Period” means the twelve (12) consecutive month period beginning with the Commencement
Month and, thereafter, beginning with each annual anniversary of the Commencement Month.


i.                   
“Confidential Information” means all non-public information that has been created, discovered, obtained,
developed or otherwise become known to Employer or their Affiliates other than through public sources, including, but not limited
to, all competitively-sensitive information, all inventions, processes, data, computer programs, software, databases, know-how,
digital intellectual property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition
prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets,
projections, new products, information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter 66, §§152
to



    	- 16 -



    	 



    

 


 


162,
and other information owned by the Employer or their Affiliates which is not public information.


k.                 
“Excise Tax” means the excise tax on excess parachute payments under Section 4999 of the Code (or
any successor or similar provision thereof), including any interest or penalties with respect to such excise tax.


l.                   
“Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension
plan, as the same may either be amended from time to time or terminated


m.               
“Person” means any individual, person, partnership, limited liability company, joint venture, corporation,
company, firm, group or other entity.


n.                 
“Restricted Area” means the continental United States.


o.                 
“Retirement” and “retires” means voluntary termination by Executive of Executive’s
employment with Employer upon satisfaction of the requirements for early retirement or normal retirement under the Pension Plan.


p.                 
“Termination Compensation” means a monthly cash amount equal to one-twelfth ( 1/12th)
of the average annual cash compensation received (including cash bonuses and other cash-based compensation, including for these
purposes amounts earned or payable whether or not deferred) by Executive during the three (3) calendar years immediately preceding
the calendar year in which Executive’s Termination Date occurs. In no event shall Executive’s Termination Compensation
include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options
or other stock based benefits).


q.                 
“Termination Date” means the date Executive’s employment with Employer is terminated, and which
termination is a “separation from service” within the meaning of Section 409A.


r.                  
“Termination Year” means the calendar year in which Executive’s Termination Date occurs.


s.                  
“Treasury” means the United States Department of the Treasury.


3.13         
Code Section 409a.


a.                 
In General. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A
of the Code and all regulations, guidance, or other interpretative authority thereunder (“Section 409A”) or
an exemption or exclusion therefrom. The parties hereby agree that this Agreement shall be construed in a manner to comply with
Section 409A and that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated
to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance
with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections Executive may have
to the amendments required by Section 409A.



    	- 17 -



    	 



    

 


b.                 
Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s
“separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the
meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or
in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered
by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including,
without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary
separation from service and its requirement that installments must be paid no later than the last day of the second taxable year
following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements,
and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall
not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and
(i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days
after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive
after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the
Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or
other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump
sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits
from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service,
at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and
prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred
compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or,
if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.


c.                  
Reimbursements and In-Kind Benefits. Notwithstanding any other provision of the applicable plans and programs,
all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of Section 409A, including, where applicable, the requirement that (i) the amount of expenses eligible for reimbursement and the
provision of benefits in kind during a calendar year shall not affect the expenses eligible for reimbursement or the provision
of in-kind benefits in any other calendar year; (ii) the reimbursement for an eligible expense will be made on or before the last
day of the calendar year following the calendar year in which the expense is incurred; (iii) the right to reimbursement or right
to in-kind benefit is not subject to liquidation or exchange for another benefit; and (iv) each reimbursement payment or provision
of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment)
for purposes of Section 409A.


d.                 
Miscellaneous Section 409A Compliance. All payments to be made to Executive upon a termination of employment
may only be made upon a “separation from service” (within the meaning of Section 409A) of Executive; and phrases in
this Agreement such as “termination of employment,” “Executive’s termination,” “terminated,”
and similar phrases



    	- 18 -



    	 



    

 


shall
mean a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, (i) each payment
made under this Agreement shall be treated as a separate payment; (ii) Executive may not, directly or indirectly, designate the
calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation
to Executive, or any portion thereof, shall be permitted. 


3.14         
Attorneys’ Fees. In the event any dispute
shall arise between Executive and Employer as to the terms or interpretations of this Agreement, whether instituted by formal legal
proceedings or otherwise, including any action taken by Executive to enforce the terms of this Agreement or in defending against
any action taken by Employer, Employer shall reimburse Executive for all reasonable costs and expenses, including reasonable attorneys’
fees, arising from such dispute, proceeding or action, if Executive shall prevail in any action initiated by Executive or shall
have acted reasonably and in good faith in defending against any action initiated by Employer. Such reimbursement shall be paid
within ten (10) days of Executive’s furnishing to Employer written evidence, which may be in the form, among other things,
of a cancelled check or receipt, of any costs or expenses incurred by Executive. Any such request for reimbursement by Executive
shall be made no more frequently than at sixty (60) day intervals.


3.15         
Joint And Several Obligations. To
the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.


3.16         
No Excise Tax. Anything in this Agreement
to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of
all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock
option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the
terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions,
and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s
“base amount.” As used herein, “parachute payment” has the meaning ascribed to it in Section 280G(b)(2)
of the Code; and “base amount” has the meaning ascribed to it in Code Section 280G and the regulations. If the
“present value”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such aggregate “parachute payments”
exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Employer in accordance
with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions
and benefits being subject to Excise Tax. All calculations required to be made under this Section 3.16 shall be made by any nationally
recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s),
distribution(s) and benefit(s) described above (the “Accounting Firm”). BB&T shall cause the Accounting
Firm to provide detailed supporting calculations to BB&T and Executive. All fees and expenses of the Accounting Firm shall
be borne solely by BB&T. Such payments, distributions and benefits will be reduced by Employer in accordance with the following
order of priority: (i) first, “Full Credit Payments” (as defined below) will be reduced in reverse chronological
order such that the payment owed on the latest date following the occurrence of the event triggering the reduction will be the
first payment to be reduced until such payment is reduced to zero, and then the payment owed on the next latest date following
occurrence of the event triggering the reduction will be the second payment to be reduced until such payment is equal to zero,
and so forth, until all such Full Credit Payments have been



    	- 19 -



    	 



    

reduced to zero, and (ii) second, “Partial Credit
Payments” (as defined below) will be reduced in reverse chronological order in the same manner as “Full Credit Payments”
are reduced. “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces
the amount of a “parachute payment” by one dollar ($1.00). “Partial Credit Payment” means a payment, distribution
or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that
if reduced in value by one dollar ($1.00) reduces the amount of a parachute payment by an amount that is less than one dollar
($1.00). For clarification purposes only, a “Partial Credit Payment” would include a stock option as to which
vesting is accelerated upon an event that triggers the reduction, where the in the money value of the option exceeds the value
of the option acceleration that is added to the parachute payment.


 


3.17         
Recitals. The Recitals to this Agreement
are a part of this Agreement.


[The balance of this page is intentionally
left blank.]


 



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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the Effective Date, but on the actual dates indicated below.


 










	BB&T CORPORATION	 	BRANCH BANKING AND TRUST COMPANY	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	Name:	Robert E. Greene	 	Name:	Robert E. Greene	 
	Title:	Senior Executive Vice President	 	Title:	President	 
	 	 	 	 	 	 
	Date: December 19, 2012	 	Date: December 19, 2012	 
	 	 	 	 	 	 
	 	 	 	KELLY S. KING	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Date: December 19, 2012