Exhibit 10.15


 


BB&T CORPORATION


NON-QUALIFIED DEFERRED COMPENSATION TRUST


 


 


 


 


 


 


 


 


 


 


 


AMENDED AND RESTATED


EFFECTIVE JANUARY 1, 2012


 


 


 


 


 







    	 



    	 



    

BB&T CORPORATION


NON-QUALIFIED DEFERRED COMPENSATION TRUST


 


TABLE OF CONTENTS


 


 


Page No.




	Section 1.   Establishment of Trust:	2
	1.1         Trust	2
	1.2         Description of Trust	3
	1.3         Copies of the Plans	3
	1.4         Trust Irrevocable	3
	1.5         Acceptance	3
	Section 2.   Claims of Company’s Creditors:	4
	2.1         No Security Interest	4
	2.2         Suspension of Payments	4
	2.3         Resumption of Payments	4
	2.4         Notice of Insolvency	5
	2.5         Insolvency	5
	2.6         Repayment of Amounts Paid to Creditors	6
	Section 3.   Powers of Trustee:	6
	3.1         Investment of the Trust Fund:	6
	3.2         Powers of Trustee	7
	3.3         Prudent Person Rule	8
	3.4         Restrictions on Powers	8
	Section 4.   Trust Obligation To Pay Benefits Under the Plans; Accounts:	9
	4.1         Obligation of Trustee	9
	4.2         Participant Accounts	9
	4.3         Unallocated Account	9
	4.4         Expense Account	9
	Section 5.   Contributions:	10
	5.1         Contributions	10
	5.2         Allocation of Contributions	12
	5.3         Expense Account	12
	Section 6.   Adjustment of Accounts; Payments by the Trustee:	12
	6.1         Adjustment of Fixed Rate Accounts	12
	6.2         Adjustment of Company Stock Accounts	17
	6.3         Adjustment of Investment Fund Accounts	18
	6.4         Adjustment of Unallocated Account	18
	6.5         Trust Income, Gains and Losses	20
	6.6         Payment of Benefits	20



    	 



    	 



    



	6.7         Company Obligation	21
	6.8         Transfer of Overfunded Assets to the Company	21
	6.9         Valuation of Accounts	22
	6.10      Withholding Taxes; Employment Taxes	22
	Section 7.   Taxes, Expenses and Compensation:	22
	7.1         Taxes	22
	7.2         Expenses and Compensation	23
	Section 8.   Administration and Records:	23
	8.1         Records	23
	8.2         Settlement of Accounts	23
	8.3         Audit	24
	8.4         Judicial Settlement	24
	8.5         Delivery of Records to Successor	25
	8.6         Tax Filings	25
	Section 9.   Removal or Resignation of the Trustee and Designation of Successor Trustee:	25
	9.1         Removal	25
	9.2         Resignation	25
	9.3         Successor Trustee	25
	Section 10. Enforcement of Trust Agreement and Legal Proceedings:	26
	Section 11. Termination:	26
	Section 12. Amendment:	27
	12.1       Consent Required	27
	12.2       Other Limitations on Amendment	27
	12.3       Compliance with ERISA and the Code	27
	Section 13. Indemnification of Trustee:	27
	Section 14. Employer-Parties:	28
	14.1       References to Company	28
	14.2       Insolvency	28
	14.3       Liability for Contributions	28
	14.4       Allocation of Reversion	29
	Section 15. Miscellaneous:	29
	15.1       Nonalienation	29
	15.2       Communications	29
	15.3       Authority to Act	29
	15.4       Authenticity of Instruments	30
	15.5       Binding Effect	30
	15.6       Inquiry as to Authority	30
	15.7       Responsibility for Company or Compensation Committee Action	30
	15.8       Grantor Trust	30



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	15.9      Titles Not to Control	31
	15.10    Severability	31
	15.11    Laws of North Carolina to Govern	31
	15.12    Reports	31
	15.13    Counterparts	31
	15.14    Sale of Assets	31
	15.15    Securities Laws	32
	15.16    Third-Party Beneficiaries	32
	15.17    Compliance with Code Section 409A	33


 


 


 


 


 


 


 


 




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BB&T CORPORATION


NON-QUALIFIED DEFERRED COMPENSATION TRUST


 


 


THIS TRUST AGREEMENT
amends, restates and supersedes as of January 1, 2012, the BB&T Corporation Non-Qualified Deferred Compensation Trust effective
as of November 1, 2001 (and subsequently amended from time to time). This amended and restated Trust Agreement is made and entered
into on the ___ day of _______________, 2012, to be effective as of January 1, 2012, by and between BB&T CORPORATION
(the “Company”), and BRANCH BANKING AND TRUST COMPANY (the “Trustee”).


R E
C I T A L S:


The Company has incurred
and expects to continue to incur certain liabilities to or with respect to selected employees and non-employee directors of the
Company pursuant to the terms of the BB&T Non-Qualified Defined Contribution Plan, the BB&T Corporation Amended and Restated
Non-Employee Directors’ Deferred Compensation Plan, and the BB&T Supplemental Defined Contribution Plan for Highly Compensated
Employees (referred to herein individually as the “Plan” and collectively as the “Plans”). To assist the
Company in meeting its obligations under the Plans, the Company wishes to establish an irrevocable trust (the “Trust”)
to hold assets of the Company as a reserve for the discharge of the Company’s liabilities under the Plans. The Trust is intended
to be a grantor trust with the corpus and income of the Trust treated as assets and income of the Company for federal income tax
purposes pursuant to Sections 671 through 677 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company
intends that the existence of the Trust will not alter the characteristics of either the BB&T Non-Qualified Defined Contribution
Plan or the BB&T Supplemental Defined Contribution Plan for Highly Compensated Employees for purposes of the Employee Retirement
Income Security Act




    	 



    	 



    

of 1974, as amended (“ERISA”),
as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or
highly compensated employees. In addition, the Company intends that the existence of the Trust will not be construed to provide
income for tax purposes to any Participant under the Plans prior to the actual payment of benefits thereunder. The Company intends
to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under
the Plans.


NOW, THEREFORE,
in consideration of the premises and the mutual and independent promises herein, the parties hereto covenant and agree as follows:


Section 1.Establishment
of Trust:


1.1Trust:
The Company hereby establishes the Trust with the Trustee, consisting of such Qualified Assets, as defined in Section 5.1.3, as
may be contributed or delivered to the Trustee from time to time. All such contributions, all investments and reinvestments made
therewith or proceeds thereof, and all earnings and profits thereon, less all payments and charges as authorized herein, shall
constitute the “Trust Fund.” The Trust Fund shall be held by the Trustee in trust and shall be dealt with in accordance
with the provisions of this Trust Agreement. The Company shall execute any and all instruments necessary to vest the Trustee with
legal title to any assets so transferred to the Trustee. The fiscal year of the Trust (the “Fiscal Year”) shall be
the twelve-month period ending on each December 31. In accordance with the provisions of this Trust Agreement, amounts transferred
to this Trust, as determined by the Company from time to time in its sole discretion, and the earnings thereon, shall be used by
the Trustee solely in satisfaction of liabilities of the Company with respect to the Participants in the Plans and for expenses
incurred in the operation of the Trust. Upon satisfaction of all liabilities of the Company with respect to all Participants and
Beneficiaries




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under the Plans, the balance, if any,
remaining in the Trust shall revert to the Company, subject to the terms of the Trust. References herein to “Participants”
shall include Beneficiaries of deceased Participants unless expressly stated to the contrary.


1.2Description
of Trust: The Company represents and agrees that the Trust does not fund and is not intended to fund the Plans
or any other employee benefit plan or program of the Company. Subject to the
provisions of Section 5.1.1, contributions by the Company to the Trust shall be in amounts determined solely by the Company.


1.3Copies
of the Plans: Upon execution of the Trust, the Company shall provide the Trustee with copies of the Plans and
resolutions of the Board of Directors of the Company approving the Plans. Thereafter, any amendment to any of the Plans and resolutions
of the Board of Directors of the Company approving any such amendment shall be delivered to the Trustee as soon as practicable
after adoption.


1.4Trust
Irrevocable: The Trust hereby established shall be irrevocable, and except as specifically provided in Sections
2, 6.8, 6.10, 11 and 12, the Trust Fund shall be held for the exclusive purpose of providing benefits to Participants and defraying
expenses of the Trust in accordance with the provisions hereof. Except as specifically provided in Sections 2, 6.8, 6.10, 11 and
12, no part of the income or corpus of the Trust Fund shall be recoverable by or for the benefit of the Company.


1.5Acceptance:
The Trustee hereby agrees and consents to serve as Trustee of the Trust and accepts the Trust on the terms and subject to the provisions
set forth herein and agrees to discharge and perform fully and faithfully all of the duties and obligations imposed upon it under
the Trust.




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Section 2.Claims of Company’s
Creditors:


2.1No
Security Interest: The parties hereto intend that the Trust Fund shall be subject to the claims of the Company’s
general creditors in the event the Company becomes Insolvent or Bankrupt, as defined in Section 2.5. Accordingly, the Company shall
not create a security interest in the Trust Fund in favor of the Participants in the Plans or any creditor. The Trust shall not.
create any preferred claim over creditors of the Company for any Participant under the Plans. All rights of a Participant created
under the Plans against the Company shall remain unsecured contractual rights of the Participant.


2.2Suspension
of Payments: Notwithstanding any provisions in the Trust to the contrary but subject to the provisions of Section
14.2, if at any time while the Trust is in existence the Company becomes Insolvent or Bankrupt, the Trustee shall, upon written
notice thereof, suspend the payment of all benefits and other amounts from the Trust Fund and hold the Trust Fund for the benefit
of the Company’s general creditors, and deliver the entire amount of the Trust Fund only as a court of competent jurisdiction,
or duly appointed receiver or other person authorized to act by such a court, may direct to make the Trust Fund available to satisfy
the claims of the Company’s general creditors. Unless the Trustee has actual knowledge of the Company’s Insolvency
or Bankruptcy, the Trustee shall have no duty to inquire whether the Company is Insolvent or Bankrupt, and the Trustee shall be
protected in making distributions hereunder unless and until the Trustee shall have actual knowledge of such Insolvency or Bankruptcy.


2.3Resumption
of Payments: If the Trust shall have any assets following application of Section 2.2, the Trustee shall resume
all its duties and responsibilities under the Trust, including payments to the Participants under the Plans, within thirty days
of the Trustee’s




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determination that the Company is not
Insolvent or Bankrupt or is no longer Insolvent or Bankrupt. In making such determination, the Trustee may retain outside experts
competent to advise the Trustee as to whether the Company is in fact Insolvent or Bankrupt. The expense of retaining such outside
experts shall be deemed a Trust expense within the meaning of Section 7.2. The first payment to a Participant upon such resumption
shall include the aggregate amount of all payments that would have been made to the Participant in accordance with the Plans during
the period of discontinuance less the aggregate amount of payments under the Plans made to the Participant directly by the Company
during any period of discontinuance.


2.4Notice
of Insolvency: The Company, by its approval and execution of this Trust Agreement, represents and agrees that
the Board of Directors of BB&T Corporation and the Committee under the BB&T Non-Qualified Defined Contribution Plan and
the BB&T Supplemental Defined Contribution Plan for Highly Compensated Employees (the “Committee”) shall each have
the fiduciary duty and responsibility on behalf of the Company’s creditors to give to the Trustee prompt written notice of
any event of the Company’s Insolvency or Bankruptcy. The Trustee shall be entitled to rely thereon to the exclusion of all
directions or claims to pay benefits thereafter made.


2.5Insolvency:
The Company shall be deemed to be Insolvent or Bankrupt upon the occurrence of either of the following:


		(a)	The Company is unable to pay its debts as they fall due; or



		(b)	The Company shall make an assignment for the benefit of creditors, file a petition in bankruptcy,
petition or apply to any tribunal for the appointment of a custodian, receiver, liquidator, sequestrator or any trustee for it
or a substantial part of its assets, or shall commence any case under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction (federal or state), whether now or hereafter in effect;
or there shall have been filed any such petition or application, or any such case shall have been





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commenced against it in
which an order for relief is entered or which remains undismissed; or the Company by any act or omission shall indicate its consent
to, approval of or acquiescence in any such petition, application or case or order for relief or for the appointment of a custodian,
receiver or any trustee for the Company or any substantial part of any of the Company’s property, or shall suffer any such
custodianship, receivership or trusteeship to continue undischarged.


2.6Repayment
of Amounts Paid to Creditors: In the event that amounts are paid from the Trust Fund to the Company’s creditors
(other than payments to Participants under the terms of the Trust), then as soon as practicable, or as soon as the Company is no
longer insolvent or Bankrupt, the Company may deposit into the Trust Fund a sum equal to the amount paid from the Trust Fund to
such creditors.


Section 3.Powers of Trustee:


3.1Investment
of the Trust Fund:


3.1.1The
Trustee shall hold, manage, invest and otherwise administer the Trust Fund pursuant to the terms of this Trust Agreement. The Trustee
shall be responsible only for contributions actually received by it hereunder. Subject to the provisions of Section 5.1.1, the
amount of each contribution by the Company to the Trust Fund shall be determined in the sole discretion of the Company.


3.1.2The
assets of the Trust Fund shall be invested by the Trustee at the direction of or in accordance with the investment guidelines provided
from time to time by the Compensation Committee of the Board of Directors of BB&T Corporation (the “Compensation Committee”).
If no such directions or guidelines are received by the Trustee, the assets of the Trust Fund shall be invested in short and intermediate
term obligations of the United States government or its agencies, savings certificates and certificates of deposit issued by federally-insured
financial institutions, cash equivalent deposits or accounts, life insurance policies and guaranteed investment contracts issued
by quality insurance companies, mutual funds, and common or collective trust funds which reflect investments of the nature described
in this Section 3.1.2.


3.1.3Notwithstanding
any other provision of this Trust, the Compensation Committee shall have the right and power at any time and from time to time
to contribute shares of BB&T Corporation’s $5 par value common stock registered pursuant to the Securities Act of 1933
(“Company Stock”) to the Trust Fund and to direct the Trustee to acquire Company Stock. (The term “Company Stock”
shall also include shares of a common fund, the purpose of which is to invest primarily in Company Stock.) The Trustee shall hold
such Company Stock as part of the Trust Fund and shall not sell, transfer or encumber such Company Stock except as the Compensation
Committee may




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direct; provided, however,
if the Company fails to contribute liquid Qualified Assets as provided pursuant to Section 5.1.4, the Trustee may sell or encumber
Company Stock to the extent necessary to obtain cash to make distributions to Participants or to pay administrative expenses. Whenever
directed to acquire Company Stock, the Trustee may acquire Company Stock from the Company or from any other source, and such Company
Stock so purchased may be outstanding, newly issued, or treasury shares.


3.2Powers
of Trustee: Except as otherwise provided in this Trust Agreement, including Section 3.1, the Trustee shall have
the following additional powers and authority with respect to all property constituting a part of the Trust Fund:


3.2.1To
receive all interest, issues, dividends, Income, profits and properties of every nature due the Trust;


3.2.2To
retain the properties now or hereafter received by the Trust, or to dispose of them as and when deemed advisable by public or private
sale or exchange or otherwise, for cash or upon credit, or partly upon cash and partly upon credit, and upon such terms and conditions
as shall be deemed proper;


3.2.3To
participate in any plan of liquidation, reorganization, consolidation, merger, or other financial adjustment of any corporation
or business in which the Trust is or shall be financially interested, and to exchange any property held in the Trust for property
issued under any such plan;


3.2.4To
invest or reinvest principal and income of the Trust Fund, without distinction, in (i) common or preferred stocks, (ii) Company
Stock, (iii) bonds, notes or other securities (including commercial paper and other short-term obligations), (iv) cash equivalent
deposits or accounts (including such deposits or accounts issued by the Trustee), (v) mutual funds, or any combination of (i) through
(v) as shall from time to time be determined by the Trustee, or to hold any part of such principal and income in cash as may from
time to time be determined by the Trustee;


3.2.5To
hold any investment belonging to the trust in bearer form, or to register and hold the same in the name of the Trustee or in the
name of the Trustee’s duly authorized nominee;


3.2.6To
borrow for the benefit of the Trust for such periods of time and upon such terms and conditions as may be deemed proper any sum
or sums of money, and to secure such loans by pledge of any property belonging to the Trust, without personal liability therefor,


3.2.7To
compromise, arbitrate or otherwise adjust or settle claims in favor of or against the Trust;




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3.2.8To
execute such contracts, bills of sale, notes, proxies and other instruments in writing as shall be deemed requisite or desirable
in the proper administration of the Trust;


3.2.9To
make distributions from the Trust to Participants under the Plans as provided in this Trust Agreement;


3.2.10To
exercise the right to vote any securities held in the Trust, including Company Stock, or to grant proxies to vote such securities;


3.2.11Notwithstanding
any other provision of this Trust, to cause any part or all of the money or other property of this Trust to be commingled with
the money or other property of trusts created by others by causing such assets to be invested as part of anyone or more common
or collective trust funds established and maintained by the Trustee; and


3.2.12To
do all acts and to exercise any and all powers, although not specifically set forth in this Trust Agreement, as the Trustee may
deem are for and in the best interest of the Trust.


3.3Prudent
Person Rule: In acquiring, investing, reinvesting, exchanging, retaining, selling and managing property pursuant
to this Trust Agreement, the Trustee shall observe the standard of judgment and care under the circumstances then prevailing, which
an ordinarily prudent person of discretion and intelligence who is a fiduciary of the property of others would observe as such
fiduciary; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction,
request or approval given by the Company, Compensation Committee or the Committee which is contemplated by, and in conformity with,
the terms of the Plans or this Trust and is given in writing or by such other method acceptable to the Trustee.


3.4Restrictions
on Powers: Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or by applicable
law, the Trustee shall not have any powers that could give this Trust the objective of carrying on a business, and dividing the
gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Code.




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Section 4.Trust Obligation
To Pay Benefits Under the Plans; Accounts:


4.1Obligation
of Trustee: The Trustee shall pay benefits to Participants under the Plans pursuant to Section 6.6.


4.2Participant
Accounts: For administrative convenience, the Trustee shall establish and maintain a Participant Account for
each Participant, which Account represents the aggregate of the separate accounts established and maintained for such Participant
pursuant to this Section 4.2. The Trustee may establish and maintain in behalf of each Participant one or more of the following
seven separate accounts with respect to his Participant Account: (1) Salary Reduction Account; (2) Matching Account; (3) Discretionary
Account; (4) Incentive Compensation Account; (5) Prior Plan Account; (6) Profit Sharing Account; and (7) Deferred Compensation
Account. The Trustee shall also establish and maintain with respect to each separate account maintained one or more of the following
sub-accounts: (A) Fixed Rate Account; (B) Investment Fund Account; and (C) Company Stock Account.


4.3Unallocated
Account: The Trustee shall establish an Unallocated Account to hold any contribution made in excess of the Plan
Benefits of all Participants under the Plans and any excess of the balance in a Participant Account over the Plan Benefits of the
Participant. The Trustee shall also establish and maintain with respect to the Unallocated Account one or more of the following
three sub-accounts: (1) Fixed Rate Account; (2) Investment Fund Account; and (3) Company Stock Account.


4.4Expense
Account: The Trustee shall establish an Expense Account as provided in Section 5.3.




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Section 5.Contributions:


5.1Contributions:


5.1.1The
Company may deliver to the Trustee such Qualified Assets as the Company shall from time to time determine. Notwithstanding any
other provision of this Trust Agreement to the contrary, upon a Change of Control (as defined in Section 5.1.6), the Company shall,
as soon as possible, but in no event later than 15 days following the Change of Control, deliver to the Trustee Qualified Assets
in an amount sufficient to cause the total value of Trust Fund assets, excluding the balance in the Expense Account, to equal the
Plan Benefits of all Participants under the Plans as of the date of the Change of Control. Thereafter, and notwithstanding any
other provision of this Trust Agreement to the contrary, the Company shall deliver to the Trustee Qualified Assets in an amount
sufficient to cause the total value of Trust Fund assets, excluding the balance in the Expense Account, to at all times equal the
Plan Benefits of all Participants under the Plans. Contributions shall be made to the Trust Fund only to the extent that such contributions
are not otherwise prohibited under Section 409A(b) of the Code.


5.1.2Notwithstanding
the foregoing, the Trustee shall not be liable for any failure by the Company to provide contributions sufficient to pay all benefits
under the Plans in full or to cause transfers of Qualified Assets to the Trust to be made.


5.1.3The
term “Qualified Assets” shall refer to: (i) common or preferred stocks with a recognized market; (ii) Company Stock;
(iii) bonds, notes or other securities with a recognized market (including commercial paper and other short-term obligations);
(iv) mutual fund shares; (v) cash, or cash equivalent deposits or accounts; and (vi) such other assets the Trustee, in its sole
discretion, agrees to accept.


5.1.4At
any time the Trustee determines it is necessary either to sell or encumber Company Stock in order to generate cash to pay current
or future benefits under the Plans, the Trustee shall notify the Company in writing stating its intention so to sell or encumber
and the amount thereof. Thereupon, the Company may in its discretion contribute additional Qualified Assets to the Trust in the
amount stated in the Trustee’s written notification. If the Company makes such contribution within thirty days, the Trustee
shall refrain from such sale or encumbrance until such subsequent time, if any, that the Trustee again determines it is necessary
either to sell or encumber Company Stock, whereupon the Trustee shall again give written notification of intention to sell or encumber
and the procedures herein shall reapply.


5.1.5For
purposes of this Trust Agreement, “Plan Benefits” with respect to each Participant shall mean the present value of
the sum of the benefits payable under the respective Plans with respect to the Participant, which benefits shall be estimated under
the terms of the respective Plans if not then determinable. The amounts of Plan Benefits shall be communicated by the Committee
to the Trustee; provided, that if the Committee shall not communicate such amounts to the Trustee in a timely manner, or if the
Trustee in its discretion decides that it must make determinations of such amounts in order to fulfill its duties under this Trust
Agreement, such determinations shall be made by the




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Trustee. The expense of
retaining any actuaries, counsel, and other experts deemed necessary by the Trustee to make such determinations shall be a Trust
expense within the meaning of Section 7.2.


5.1.6For
purposes of this Trust Agreement, “Change of Control” means the earliest of the following dates:


(1)              
the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together
with its or their affiliates, excluding employee benefit plans of the Company or Branch Banking and Trust Company (“BB&T”),
is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of securities of the Company or BB&T representing twenty percent (20%) or more of the combined voting
power of the Company’s or BB&T’ s then outstanding securities (excluding the acquisition of securities of BB&T
by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially
owned by the Company); or


(2)              
the date, when as a result of a tender offer or exchange offer for the purchase of securities of the Company (other than
such an offer by the Company for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation
or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period
during the duration of this Trust Agreement constitute the Company’s Board of Directors, plus new directors whose election
or nomination for election by the Company’s shareholders is approved by a vote of at least two-thirds of the directors still
in office who were directors at the beginning of such two-year period (“Continuing Directors”‘), cease for any
reason during such two-year period to constitute at least two-thirds (2/3) of the members of such Board of Directors; or


(3)              
the date the shareholders of the Company approve a merger, share exchange or consolidation of the Company with any other
corporation or entity regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%)
of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately
after such merger or consolidation; or


(4)              
the date the shareholders of the Company approve a plan of complete liquidation or winding-up of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets; or




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(5)              
the date of any event which the Company’s Board of Directors determines should constitute a Change of Control.


5.2Allocation
of Contributions: Contributions made by the Company to the Trust Fund shall be allocated by the Trustee to the
Participant Accounts established pursuant to Section 4.2 in the manner directed by the Committee. Notwithstanding any Committee
directions to the contrary, no allocation shall be made to a Participant Account if the balance in such Participant Account equals
or exceeds the Plan Benefits of the Participant. Any contribution in excess of the Plan Benefits of all Participants shall be allocated
to the Unallocated Account.


5.3Expense
Account: In addition to contributions made to the Trust pursuant to the preceding Sections of this Section 5,
the Company shall deliver to the Trustee such other amounts as the Company deems necessary or appropriate to provide for payment
of expenses of the Trust. Such amounts shall be held by the Trustee in a special expense account (the “Expense Account”).
Except as provided in Section 2 and Section 11, amounts in the Expense Account shall be applied solely toward the payment of Trust
expenses.


 


Section 6.Adjustment of
Accounts; Payments by the Trustee:


6.1Adjustment
of Fixed Rate Accounts: As of the close of business of the Trustee on each day securities are traded on the New
York Stock Exchange, except regularly scheduled holidays of the Trustee (“Adjustment Date”), each Fixed Rate Account
with respect to each separate account of the Participant shall be adjusted as follows:


6.1.1Salary
Reduction Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Salary Reduction Account)
of each Participant shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account to the Participant since the next preceding
Adjustment Date, (ii)




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the total amount applied
since the next preceding Adjustment Date to purchase mutual fund shares for the Investment Fund Accounts of the Participant (which
accounts function as sub-accounts of the Salary Reduction Account), (iii) the total amount of any payments made from such account
for the benefit of the Company’s general creditors (other than payments to Participants under the terms of the Trust) since
the next preceding Adjustment Date, and (iv) the total amount of any payments made from such account for Trust Fund expenses not
paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited (i) any cash dividends payable with respect to Company Stock then allocated to the Company Stock
Account of the Participant which are to be credited to his Fixed Rate Account, (ii) cash proceeds from the sale of any Company
Stock then allocated to the Company Stock Account of the Participant which are to be credited to his Fixed Rate Account, and (iii)
cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account of the Participant which are
to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.2Matching
Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Matching Account) of each Participant
shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account to the Participant since the next preceding
Adjustment Date, (ii) the total amount applied since the next preceding Adjustment Date to the purchase of mutual fund shares for
the Investment Fund Accounts of the Participant (which accounts function as subaccounts of the Matching Account), (iii) the total
amount of any payments made from such account for the benefit of the Company’s general creditors (other than payments to
Participants under the terms of the Trust) since the next preceding Adjustment Date, and (iv) the total amount of any payments
made from such account for Trust Fund expenses not paid from the Expense Account.




    	 	13	 



     

    

(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited (i) any cash dividends payable with respect to Company Stock then allocated to the Company Stock
Account of the Participant which are to be credited to his Fixed Rate Account, (ii) cash proceeds from the sale of any Company
Stock then allocated to the Company Stock Account of the Participant which are to be credited to his Fixed Rate Account, and (iii)
cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account of the Participant which are
to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.3Incentive
Compensation Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Incentive Compensation
Account) of each Participant shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account to the Participant since the next preceding
Adjustment Date, (ii) the total amount applied since the next preceding Adjustment Date to the purchase of mutual fund shares for
the Investment Fund Accounts of the Participant (which accounts function as subaccounts of the Incentive Compensation Account),
(iii) the total amount of any payments made from such account for the benefit of the Company’s general creditors (other than
payments to Participants under the terms of the Trust) since the next preceding Adjustment Date, and (iv) the total amount of any
payments made from such account for Trust Fund expenses not paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account
of the Participant which are to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the




    	 	14	 



     

    

Trust Fund invested in Company
Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.4Prior
Plan Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Prior Plan Account) of each Participant
shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account to the Participant since the next preceding
Adjustment Date, (ii) the total amount applied since the next preceding Adjustment Date to the purchase of mutual fund shares for
the Investment Fund Accounts of the Participant (which accounts function as subaccounts of the Prior Plan Account), (iii) the total
amount of any payments made from such account for the benefit of the Company’s general creditors (other than payments to
Participants under the terms of the Trust) since the next preceding Adjustment Date, and (iv) the total amount of any payments
made from such account for Trust Fund expenses not paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account
of the Participant which are to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the allocable share of the income and gains of the Trust Fund (excluding the
portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.5Deferred
Compensation Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Deferred Compensation
Account) of each Participant shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account to the Participant since the next preceding
, Adjustment Date, (ii) the total amount applied since the next preceding Adjustment Date to purchase mutual fund shares for the
Investment Fund Accounts of the Participant (which accounts function as sub-accounts of the Deferred Compensation Account), (iii)
the total amount of any payments made from such account for the benefit of the




    	 	15	 



     

    

Company’s general creditors
(other than payments to Participants under the terms of the Trust) since the next preceding Adjustment Date, and (iv) the total
amount of any payments made from such account for Trust Fund expenses not paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account
of the Participant which are to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.6Discretionary
Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Discretionary Account) of each Participant
shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account since the next preceding Adjustment Date,
(ii) the total amount applied since the next preceding Adjustment Date to purchase mutual fund shares for the Investment Fund Accounts
of the Participant (which accounts function as sub-accounts of the Discretionary Account), (iii) the total amount of any payments
made from such account for the benefit of the Company’s general creditors (other than payments to Participants under the
terms of the Trust) since the next preceding Adjustment Date, and (iv) the total amount of any payments made from such account
for Trust Fund expenses not paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account
of the Participant which are to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the




    	 	16	 



     

    

Trust Fund invested in Company
Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.1.7Profit
Sharing Fixed Rate Account: The Fixed Rate Account (which account functions as a sub-account of the Profit Sharing Account) of
each Participant shall be adjusted in this order:


(1)              
There shall be debited (i) the total amount of any payments made from such account since the next preceding Adjustment Date,
(ii) the total amount applied since the next preceding Adjustment Date to purchase mutual fund shares for the Investment Fund Accounts
of the Participant (which accounts function as sub-accounts of the Profit Sharing Account), (iii) the total amount of any payments
made from such account for the benefit of the Company’s general creditors (other than payments to Participants under the
terms of the Trust) since the next preceding Adjustment Date, and (iv) the total amount of any payments made from such account
for Trust Fund expenses not paid from the Expense Account.


(2)              
There shall be credited the total amount of any contributions made to such account with respect to the Participant since
the last preceding Adjustment Date as provided in Section 5.2.


(3)              
There shall be credited cash proceeds from the sale of any mutual fund shares then allocated to an Investment Fund Account
of the Participant which are to be credited to his Fixed Rate Account.


(4)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(5)              
There shall be debited the amount of the balance in such account in excess of the Plan Benefits attributable to such account
as of such Adjustment Date.


6.2Adjustment
of Company Stock Accounts: As of the close of business of the Trustee on each Adjustment Date, each Company Stock
Account, if any, with respect to each separate account of the Participant shall be adjusted in the following order:


6.2.1There
shall be debited any Company Stock distributed or sold from the Company Stock Account since the next preceding Adjustment Date,
including any




    	 	17	 



     

    

distributions or sales
for the benefit of the Company’s general creditors (other than payments to Participants under the terms of the Trust).


6.2.2There
shall be credited any additional shares of Company Stock issued in connection with a stock split or similar transaction since the
next preceding Adjustment Date with respect to Company Stock allocated to the Participant’s Company Stock Account.


6.2.3There
shall be debited any Company Stock with a value in excess of the Plan Benefits attributable to the Company Stock Account as of
such Adjustment Date.


6.3Adjustment
of Investment Fund Accounts: As of the close of business of the Trustee on each Adjustment Date, each Investment
Fund Account with respect to each separate account of the Participant shall be adjusted in the following order:


6.3.1There
shall be debited any mutual fund shares sold from the Investment Fund Account since the next preceding Adjustment Date, including
any sales for the benefit of the Company’s general creditors (other than payments to Participants under the terms of the
Trust).


6.3.2There
shall be credited (i) any mutual fund shares purchased with amounts from the Participant Account of the Participant, and (ii) any
additional mutual fund shares purchased as a result of any dividends, capital gains or other income distributions payable since
the next preceding Adjustment Date with respect to mutual fund shares allocated to the Participant’s Investment Fund Account.


6.3.3There
shall be debited any mutual fund shares with a value in excess of the Plan Benefits attributable to the Investment Fund Account
as of such Adjustment Date.


6.4Adjustment
of Unallocated Account: As of the close of business of the Trustee on each Adjustment Date, the Unallocated Account
shall be adjusted in the following order:


6.4.1Unallocated
Fixed Rate Account: The Fixed Rate Account with respect to the Unallocated Account shall be adjusted in this order:


(1)              
There shall be debited the total amount of any payments from such account since the next preceding Adjustment Date, including
any payments for the benefit of the Company’s general creditors (other than payments to Participants under the terms of the
Trust).


(2)              
There shall be credited (i) cash dividends payable with respect to Company Stock then allocated to the Company Stock Account
which functions as




    	 	18	 



     

    

a sub-account of the Unallocated
Account and (ii) cash proceeds from the sale of Company Stock then allocated to such Company Stock Account.


(3)              
There shall be credited an amount equal to the account’s allocable share of the income and gains of the Trust Fund
(excluding the portion of the Trust Fund invested in Company Stock and mutual funds) as provided in Section 6.5.


(4)              
There shall be credited (i) any excess cash Company contributions as provided in Section 5.2, and (ii) any excess account
balance that is charged against the Fixed Rate Accounts of the Participants pursuant to the provisions of this Section 6 as of
such Adjustment Date.


6.4.2Unallocated
Company Stock Account: The Company Stock Account with respect to the Unallocated Account shall be adjusted in this order:


(1)              
There shall be debited any Company Stock distributed or sold from the Company Stock Account since the next preceding Adjustment
Date, including any distributions or sales for the benefit of the Company’s general creditors (other than payments to Participants
under the terms of the Trust).


(2)              
There shall be credited any additional shares of Company Stock issued in connection with a stock split or similar transaction
since the next preceding Adjustment Date with respect to Company Stock allocated to the Unallocated Account.


(3)              
There shall be credited any excess account balance that is charged against the Company Stock Accounts of the Participants
pursuant. to the provisions of this Section 6 as of such Adjustment Date.


6.4.3Unallocated
Investment Fund Account: Each Investment Fund Account with respect to the Unallocated Account shall be adjusted in this order:


(1)              
There shall be debited any mutual fund shares sold from the Investment Fund Account since the next preceding Adjustment
Date, including any sales for the benefit of the Company’s general creditors (other than payments to Participants under the
terms of the Trust).


(2)              
There shall be credited any additional mutual fund shares purchased as a result of any dividends, capital gains or other
income distributions payable since the next preceding Adjustment Date with respect to mutual fund shares allocated to the Unallocated
Account.


(3)              
There shall be credited any excess account balance that is charged against the Investment Fund Accounts of the Participants
pursuant to the provisions of this Section 6 as of such Adjustment Date.




    	 	19	 



     

    

6.5Trust
Income, Gains and Losses: Income and gains and losses (whether or not actually realized) of the Trust Fund (excluding
the portion of the Trust Fund invested in Company Stock), shall be allocated to or charged against the Participant Accounts and
the Unallocated Account as of each Adjustment Date in accordance with rules and regulations adopted by the Committee from time
to time and approved by the Trustee. Expenses, if not paid pursuant to Section 7.2, shall be charged first to the Unallocated Account
and, if any expenses remain, to the Participant Accounts in accordance with rules and regulations adopted by the Committee from
time to time and approved by the Trustee.


6.6Payment
of Benefits:


6.6.1Benefits
shall be paid from the Trust Fund by the Trustee as directed by the Committee. A direction by the Committee to make a payment of
benefits from the Trust Fund shall be made in writing and shall specify the amount and method of the payment or the number of shares
of Company Stock to be distributed, the date such payment is to be made or commence, the person to whom the payment is to be made
and the address to which the payment is to be sent. The Trustee’s obligation to pay benefits to any Participant shall be
limited to payment of amounts properly credited to such Participant’s Participant Account.


6.6.2The
Trustee shall make payments to the persons entitled thereto under the Plans in such number of shares of Company Stock and amounts
of cash as the Committee shall direct in accordance with Section 6.6.1. Where payment is directed in Company Stock, the Trustee
shall cause the Company, or its transfer agent, to issue to the person entitled thereto an appropriate stock certificate. Payments
to be made in cash shall be paid by the Trustee by its check payable to the order of the person entitled thereto.


6.6.3Notwithstanding
any other provision of the Trust, if any amount held in the Trust Fund is includible in gross income of a Participant under Code
section 409A, the Trustee shall as soon as practicable pay such amount to such Participant and charge his Participant Account accordingly.
If an amount is determined to be includible in a Participant's gross income under Code section 409A or otherwise, the Company shall
pay to the Participant the amount of interest and penalties, if any, paid by the Participant to the taxing authority plus the amount
of estimated income tax (determined on the assumption that the Participant is taxed at the highest applicable marginal rate) to
the Participant resulting from such income inclusion and from the payment of such estimated tax. Any such payment by the Company
described above shall be made to the Participant on or before the last day of the year following the year in which Participant
pays the taxing authority.




    	 	20	 



     

    

6.6.4Notwithstanding
any other provision of this Trust Agreement to the contrary, subsequent to a Change of Control, a Participant, upon becoming entitled
to receive payment of his Plan Benefits under the terms of the applicable Plan, may apply in writing directly to the Trustee for
payment of Plan Benefits. Such application shall advise the Trustee of the circumstances which entitle the Participant to such
Plan Benefits, and the Participant shall include with such application copies of any election forms previously filed under the
terms of the applicable Plan. The Trustee shall make its own independent determination as to the Participant’s entitlement
to Plan Benefits and if it determines that Plan Benefits are due and payable to the Participant under the terms of the applicable
Plan, the Trustee shall pay such Plan Benefits to the Participant without any direction or other authorization by the Committee.
In making such determination, the Trustee shall make such inquiries and take such measures as it deems necessary to determine whether
Plan Benefits are due and payable under the terms of the applicable Plan and to verify the other information set forth in the written
application for Plan Benefits, including, but not limited to, the obtaining of affidavits and the review of Company records. The
Trustee may also engage its own counsel and other experts to assist it in making its determination. The expense of retaining any
such counsel or other experts shall be a Trust expense within the meaning of Section 7.2. The Trustee shall determine whether Plan
Benefits are due and payable under the terms of the applicable Plan as promptly as possible following
receipt of the Participant’s written application for Plan Benefits. In no event shall the provisions of this Section 6.6.4
be interpreted to authorize the payment of Plan Benefits to a Participant prior to the time that the Participant is entitled to
receive such Plan Benefits under the terms of the applicable Plan.


6.7Company
Obligation: Notwithstanding any other provision of the Trust, the Company shall remain obligated to pay the benefits
under the Plans. Nothing in the Trust shall relieve the Company of its liabilities to pay benefits except to the extent such benefits
are paid to a Participant from the Trust Fund.


6.8Transfer
of Overfunded Assets to the Company:


6.8.1Subject
to Section 6.8.2, at any time that the Committee can demonstrate to the satisfaction of the Trustee that the total value of Trust
Fund assets, excluding the balance in the Expense Account, exceeds the Plan Benefits of all Participants under the Plans, the Trustee
shall distribute to the Company the lesser of (i) the amount of such excess, or (ii) the total value of Trust Fund assets less
the balance of the Expense Account. The selection of Trust Fund assets to distribute to the Company shall be made by the Trustee
in the exercise of its sole judgment, except that the Trustee shall not distribute Company Stock. A distribution to the Company
pursuant to this Section 6.8.1 shall be charged to the Unallocated Account.


6.8.2Notwithstanding
the provisions contained in this Section 6.8, the Trustee shall be prohibited from transferring Trust Fund assets to the Company
in the manner described therein if the Company is then Bankrupt or Insolvent.




    	 	21	 



     

    

6.9Valuation
of Accounts: The Trustee shall hold the Participant Accounts as a single fund. The Trust Fund shall be revalued
by the Trustee as of each Adjustment Date at current market values as determined by the Trustee. Net investment gains and losses
shall be allocated by the Trustee among the Participant Accounts and the Unallocated Account in accordance with Section 6.5.


6.10Withholding
Taxes; Employment Taxes: Any amounts required to be paid under this Section 6 in cash shall be reduced by the
amount of any income taxes and employment taxes required by law to be withheld, and the Trustee shall inform the Company of all
amounts so withheld. The Trustee may either pay such taxes required to be withheld to the Company, whereupon the Company shall
have full responsibility for payment of all withholding taxes to the appropriate tax authorities, or pay such taxes directly for
the benefit of the Company. Whenever any amounts required to be paid under this Section 6 will be paid in Company Stock, the Company
shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all income taxes and employment
taxes required to be withheld as a condition to the registration of the transfer of such Company Stock on the books of the Company.
In any event, the Company shall timely furnish each Participant with the appropriate tax information form evidencing such payment
and the amount thereof. The Company’s share of any employment taxes attributable to benefits paid by the Trustee shall be
the sole obligation of and paid by the Company.


Section 7.Taxes, Expenses
and Compensation:


7.1Taxes:
The Company shall from time to time pay taxes of any and all kinds whatsoever which at any time are levied or assessed upon or
become payable in respect of the Trust Fund, the income or any property forming a part thereof, or any security transaction




    	 	22	 



     

    

pertaining thereto. The Trustee shall,
at Company expense, contest the validity of such taxes in any manner deemed appropriate by the Company or its counsel, but only
if it has received an indemnity bond or other security satisfactory to the Trustee to pay any expenses of such contest. Alternatively,
the Company may contest the validity of any such taxes.


7.2Expenses
and Compensation: The Trustee shall be paid compensation in accordance with· the Trustee’s regular
schedule of fees for trust services and applicable investment management services, as in effect from time to time, unless the Company
and Trustee otherwise agree. To the extent there is a balance in the Expense Account established pursuant to Section 5.3, the Trustee
shall utilize such Expense Account for payment of the Trustee’s fees and Trust expenses. In the absence of such a balance,
the Company shall pay all Trust expenses, including fees of the Trustee. Upon failure of the Company to pay such expenses, the
Trustee may satisfy such obligations out of the assets of the Trust Fund and charge the Unallocated Account and Participant Accounts
as provided in Section 6.5. In that event, the Company shall deposit into the Trust Fund a sum equal to the amount paid from the
Trust Fund (other than the amount charged to the Unallocated Account) for such fees and expenses, and the Participant Accounts
so charged shall be credited.


Section 8.Administration
and Records:


8.1Records:
The Trustee shall keep or cause to be kept accurate and detailed accounts of any investments, receipts, disbursements and other
transactions hereunder. All accounts, books and records relating thereto shall be open to inspection and audit at all reasonable
times by any person designated by the Company.


8.2Settlement
of Accounts: Within sixty days after the close of each Fiscal Year, and within sixty days after the removal or
resignation of the Trustee or the termination of




    	 	23	 



     

    

the Trust, the Trustee shall file with
the Company a written account setting forth all investments, receipts, disbursements and other transactions effected by it during
the preceding Fiscal Year, or during such period from the close of the prior Fiscal Year to the date of such removal, resignation
or termination, including a description of all investments and securities purchased and sold, with the cost or net proceeds of
such purchases or sales, and showing all cash, securities and other property held at the end of such Fiscal Year or other period.
If within ninety days after the filing of such account the Company has not filed with the Trustee notice or any objection to any
act or transaction of the Trustee, the initial account shall become final. If any objection has been filed, and if the Company
is satisfied that the objection should be withdrawn, the Company shall in writing filed with the Trustee signify its approval of
the account, and it shall become final. If the account is adjusted following an objection thereto, the Trustee shall file with
the Company the adjusted account, and if within thirty days after such filing of an adjusted account the Company has not filed
with the Trustee notice of any objection to the transactions as so adjusted, the adjusted account shall become final. Unless an
account is fraudulent when it becomes final, the Trustee shall, to the maximum extent permitted by applicable law, be forever released
and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account.


8.3Audit:
The Trustee shall from time to time permit an independent certified public accountant selected by the Company to have access during
ordinary business hours to such records as may be necessary to audit the Trustee’s accounts.


8.4Judicial
Settlement: Nothing contained in the Trust shall be construed as depriving the Trustee or the Company of the
right to have a judicial settlement of the Trustee’s account.




    	 	24	 



     

    

8.5Delivery
of Records to Successor: In the event of removal or resignation of the Trustee, the Trustee shall deliver to
the successor trustee all records which shall be required by the successor trustee to enable it to carry out the provisions of
the Trust.


8.6Tax
Filings: In addition to any returns required of the Trustee by law, the Trustee shall prepare and file such tax
reports and other returns as the Company and the Trustee may from time to time agree.


Section 9.Removal
or Resignation of the Trustee and Designation of Successor Trustee:


9.1Removal:
The Company may remove the Trustee with or without cause upon at least ninety days’ notice in writing to the Trustee. Removal
of the Trustee shall not be effective until the Company has appointed, in writing, a successor trustee, and such successor has
accepted the appointment in writing.


9.2Resignation:
Should the Trustee cease to exist or for any reason fail to act as Trustee, then the Company shall appoint a successor trustee.
The Trustee may resign at any time upon at least ninety days’ written notice to the Company, whereupon the Company shall
appoint a successor trustee.


9.3Successor
Trustee: Each successor trustee shall be a bank or a trust company. During the period that the successor trustee
shall act as Trustee, such successor shall have the powers, duties and protections herein conferred upon the Trustee. The term
“Trustee” wherever used herein, except where the context otherwise requires, shall be deemed to include any successor
trustee. Upon designation of a successor trustee in accordance with this Section 9, and acceptance in writing by the successor
trustee of its appointment, the resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to the successor
trustee, in




    	 	25	 



     

    

conformity with the requirements of applicable
law, the funds and properties in its control or possession then constituting the Trust Fund.


Section 10.Enforcement
of Trust Agreement and Legal Proceedings:


The Company and the
Trustee shall have the right to enforce any provision of the Trust. In any action or proceeding affecting the Trust, the only necessary
parties shall be the Company, the Trustee and the Participants and, except as otherwise required by applicable law, no other person
shall be entitled to any notice or service of process. Any judgment entered in such an action or proceeding shall, to the maximum
extent permitted by applicable law, be binding and conclusive on all persons having or claiming to have any interest in the Trust.
Time is of the essence of the Trust. In case any provision of the Trust is enforced by the Trustee or by any Participant by legal
process or through an attorney-at-law, or under advice therefrom, including but not limited to the collection of amounts due hereunder
to either the Trustee or such Participant, or for the benefit of such Participant, then the Company shall pay all costs of such
enforcement or collection, including reasonable attorneys’ fees.


Section 11.Termination:


This Trust shall continue
until it terminates following the first to occur of (i) all payments required by Section 6 or other provisions of the Trust have
been made, or (ii) the Trust Fund contains no assets and retains no claims to recover assets. If the Trust terminates pursuant
to this Section 11, the Trustee, after its final account has been settled as provided in Section 8.2, shall distribute to the Company
the net balance of any assets remaining in the Trust Fund. Upon making distribution of the Trust Fund, the Trustee shall be relieved
from all further liability. The powers of the Trustee hereunder shall continue so long as any assets of the Trust Fund remain in
its hands.




    	 	26	 



     

    

Section 12.Amendment:


12.1Consent
Required: Subject to Section 12.2, this Trust may be amended by a written instrument executed by the Trustee
and the Company.


12.2Other
Limitations on Amendment: Amendment of the Trust shall be subject to the following limitations: (i) no amendment
shall cause the Trust, the Plans or the assets of the Trust Fund to be governed by or subject to part 2, 3 or 4 of title I of ERISA;
(ii) no amendment shall cause the assets of the Trust Fund to be taxable to Participants prior to distribution therefrom; (iii)
no amendment shall make the Trust revocable; and (iv) no amendment shall adversely affect any benefits to Participants under the
Plans accrued to the date of such amendment or the amount of assets of the Trust Fund allocable thereto.


12.3Compliance
with ERISA and the Code: Notwithstanding anything in this Section 12 to the contrary, the Trust and the Plans
shall be amended from time to time (without the consent of any Participant) to maintain the Plans as unfunded plans maintained
primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for
purposes of ERISA, the Code and any other applicable law, to maintain the Trust as a grantor trust, to ensure that contributions
to the Trust by the Company will not constitute a taxable event and income and gains of the Trust Fund will not be taxable as income
and gains to the Trust or Participants, and that benefits paid to Participants from the Trust Fund will be deductible by the Company
in the year of payment.


Section 13.Indemnification
of Trustee:


To the extent permitted
by law, the Company shall indemnify and hold the Trustee harmless from and against any and all losses, damages, costs, expenses
and liabilities (herein “Liabilities”), including reasonable attorneys’ fees and other costs of litigation, to
which




    	 	27	 



     

    

the Trustee may become subject pursuant
to, arising out of, occasioned by, incurred in connection with or in any way associated with the Trust, except for any act or omission
constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities arise, or if the Company fails to
indemnify the Trustee as provided herein, or both, then the Trustee may engage counsel of the Trustee’s choice at the Company’s
expense to conduct the defense against such Liabilities.


Section 14.Employer-Parties:


The Board of Directors
of BB&T Corporation has, and may in the future, in accordance with the terms of each Plan, authorize its affiliates to become
employer-parties to each such Plan. The following special provisions shall apply to all employer-parties to the Plans:


14.1References
to Company: Subject to the provisions of this Section 14, and unless the context clearly provides otherwise,
all references herein to the “Company” shall include all employer-parties to the Plans.


14.2Insolvency:
Should anyone employer-party to a Plan become Bankrupt or Insolvent, only that portion of the Trust Fund with a value equal to
the Plan Benefits of the Participants employed by the Bankrupt or Insolvent employer-party shall be subject to the suspension of
payment rules set forth in Section 2.2.


14.3Liability
for Contributions: The employer-parties shall be jointly and severally liable with respect to the contribution
obligations set forth in Section 5. With respect to and at the time of each contribution to the Trust Fund, the Committee shall
deliver to the Trustee a written certificate stating the amount or portion attributable to each employer-party. On the basis of
such certificate, the Trustee shall keep records of the amount contributed to the Trust Fund by each employer-party.




    	 	28	 



     

    

14.4Allocation
of Reversion: If any Trust Fund assets are to be distributed to the Company pursuant to Section 6.8 or upon termination
of the Trust, the amount to be distributed shall be allocated among the employer-parties to the Plans in the proportion that each
employer-party’s cumulative contributions bear to the total cumulative contributions made to the Trust Fund.


Section 15.Miscellaneous:


15.1Nonalienation:
No amount payable to or in respect of any Participant at any time under the Trust shall be subject in any manner to alienation,
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind. Any attempt to alienate,
anticipate, sell, transfer, assign, pledge, attach, charge or otherwise encumber any such amount shall be void, and the Trust Fund
shall in no manner be liable for or subject to the debts or liabilities of any Participant. Notwithstanding the foregoing, the
Trust Fund shall at all times remain subject to the claims of creditors of the Company in the event the Company becomes Bankrupt
or Insolvent.


15.2Communications:


(a)               
Communications to the Company shall be addressed to the Company at 200 West Second Street, Winston-Salem, North Carolina
27101, or to such other address as the Company may specify in writing.


(b)              
Communications to the Trustee shall be addressed to the Trustee at 434 Fayetteville Street, Raleigh, North Carolina 27606,
or to such other address as the Trustee may specify in writing.


(c)               
No communication shall be binding on the Trustee until it is received by the Trustee, and no communication shall be binding
on the Company until it is received by the Company.


15.3Authority
to Act: The Secretary of the Company shall from time to time certify to the Trustee the person or persons authorized
to act for the Company, Compensation Committee and the Committee, and shall provide the Trustee with such information regarding




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the Company, Compensation Committee and
the Committee as the Trustee may reasonably request. The Trustee may continue to rely on any such certification until notified
to the contrary.


15.4Authenticity
of Instruments: The Trustee shall be fully protected in acting upon any instrument, certificate or paper believed
by it to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be under no duty to make any
investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the
truth and accuracy of the statements therein contained.


15.5Binding
Effect: The Trust shall be binding upon the Company and the Trustee and their respective successors and assigns.


15.6Inquiry
as to Authority: A third party dealing with the Trustee shall not be required to make inquiry as to the authority
of the Trustee to take any action or be under any obligation to follow the proper application by the Trustee of the proceeds of
sale of any property sold by the Trustee or to inquire into the validity or propriety of any act of the Trustee.


15.7Responsibility
for Company or Compensation Committee Action: The Trustee assumes no obligation or responsibility with respect
to any action required by the Trust on the part of the Company, Compensation Committee or the Committee.


15.8Grantor
Trust: The Trust is intended to be a trust under which the grantor is treated as the owner for federal income
tax purposes in accordance with the provisions of Sections 671 through 677 of the Code. If the Company or the Trustee deems it
necessary or advisable to undertake or refrain from undertaking any actions (including, but not limited to, making or refraining
from making any elections or filings) in order to ensure that the Company is at all times treated as the owner of the Trust for
federal income tax purposes, the Company or the Trustee will undertake or refrain from undertaking (as the case may be) such actions.
The




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Trustee shall be fully protected in acting
or refraining from acting in accordance with the provisions of this Section 15.8.


15.9Titles
Not to Control: Titles to the Articles and Sections of the Trust are included for convenience only and shall
not control the meaning or interpretation of any provision of the Trust.


15.10Severability:
Any provision of this Trust prohibited by law shall be ineffective to the extent of any such prohibition without invalidating the
remaining provisions hereof.


15.11Laws
of North Carolina to Govern: The Trust shall be governed by and construed, enforced and administered in accordance
with the laws of the State of North Carolina.


15.12Reports:
The Trustee shall not be required to file any annual or other returns or report§ to any court, or to give any bond or to secure
any order or consent of any court to carry out any of the powers conferred on the Trustee or to make any other reports to any court.


15.13Counterparts:
The Trust may be executed in any number of counterparts, each of which shall be deemed to be the original although the others shall
not be produced.


15.14Sale
of Assets: Notwithstanding any other provisions hereof, if the Company shall sell or otherwise transfer substantially
all of its operating assets to another entity (the “Transferee”), the Company’s rights and obligations hereunder
shall be assigned by the Company to the Transferee as a part of the same transaction. Following such assignment, and conditional
on acceptance thereof by the Transferee, the Transferee shall be substituted for the Company hereunder. Except for such substitution,
following such assignment this Trust Agreement shall continue in effect in accordance with its terms. If the Company shall not
effect such assignment, with respect to all Participants, the Trustee shall, at the time of the closing of




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the sale or other transfer distribute
to each Participant in cash in a lump sum an amount equal to the sum of (i) the Plan Benefits of the Participant, plus (ii) the
estimated income tax liability of the Participant resulting from distribution of the amount in (i) and in this (ii), taking into
account all federal, state and local income taxes payable by the Participant as a result of the distribution and determined on
the assumption that such Participant is taxed at the highest marginal income tax rate under each taxing jurisdiction. Such distribution
shall be made in compliance with the requirements under Code section 409A, and guidance thereunder (including Treasury Regulation
section 1.409A-3(j)(4)(ix)(B)). If such sum with respect to all Participants shall exceed the amount then in the Trust, the Trustee
shall allocate the sum among all Participants in the proportion that the Plan Benefits of each bears to the Plan Benefits of all,
and the Company shall pay to each Participant the sum of the above amounts with respect to the Participant less the amount paid
to each by the Trustee. Such payment shall be made by the Company in cash in a lump sum at the time of the sale or other transfer.


15.15Securities
Laws: The Company and the Trustee shall take all necessary steps to comply with the applicable registration or
other requirements of federal or state securities laws from which no exemption is available.


15.16Third-Party
Beneficiaries: The Company and the Trustee each hereby acknowledge and agree that the Participants in the Plans
are intended to be third party beneficiaries of this Trust Agreement. As such, the Participants shall have the right to enforce
the provisions of this Trust Agreement relating to their right to receive payment of their Plan Benefits from the Trust, including,
without limitation, Section 6.6.4. Nothing in this Section 15.16 shall in any way be interpreted or construed to limit or restrict
any rights the Participants




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may have under North Carolina law as beneficiaries
of the Trust, subject at all times to their status as general, unsecured creditors of the Company.


15.17Compliance
with Code Section 409A: This Trust Agreement is intended to comply with the requirements of Code section 409A
and the guidance issued thereunder, to the extent it applies with respect to amounts held in the Trust. Notwithstanding any other
provision herein, this Trust Agreement shall be interpreted, operated, and administered in a manner compliant with Code section
409A to the extent applicable.


 


 


 


 


 


 









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IN WITNESS WHEREOF,
the amended and restated Trust Agreement has been duly executed by the parties hereto as of the day and year first above written.


 





	 	BB&T CORPORATION
	 	 	 
	 	 	 
	 	By:	 
	 		Senior Executive Vice President    
	 	 	 
	 	 	 
	 	BRANCH BANKING AND TRUST COMPANY
	 	Trustee
	 		 
	 		 
	 	By:	 
	 	 	Vice President






 


 


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