Exhibit 10.38 


2016 


EMPLOYMENT AGREEMENT


 


This 2016 EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of January, 2016, (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 WILLIAM BENNETT BRADLEY, 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,
Pursuant to the terms of an employment agreement effective as of January 1, 2010 (the “Predecessor Agreement”),
Executive was previously employed as an Executive Vice President of BBTC; and


WHEREAS,
effective January 1, 2016, Executive became employed as a Senior Executive Vice President of BB&T and BBTC; 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 (i) as 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.


 




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1.2             
Duties. Executive shall serve as a Senior Executive Vice
President of BB&T and BBTC, and shall report to the Chief Operating Officer of Employer. Executive shall have the authority,
and perform the duties customarily associated with Executive’s title together with such additional duties of an executive
nature as may from time to time be reasonably assigned by the Chief Operating Officer of Employer or Employer’s Boards of
Directors. 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 February 1,
2016, this Agreement and Executive’s employment hereunder, 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. Notwithstanding the foregoing, the Term shall not
be extended beyond the first day of the calendar month next following the date on which Executive attains age sixty-five (65).
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.


1.4.1Base
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 Four
Hundred Thousand Dollars ($400,000) (the “Base Salary”), payable in equal cash installments in accordance with
Employer’s regular payroll practices, but no less frequently than monthly. The $400,000 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.


 




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1.4.2Incentive
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.


1.4.3Employee
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 and
this Agreement (except as otherwise provided hereunder) shall terminate upon a date (the “Termination Date”)
that is the earlier of (i) the expiration (as provided in Section 1.3) of the Term, or (ii) the occurrence of any
of the following at the time set forth therefor:


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


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


1.6.3       
Disability. 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 




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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).


1.6.4       
Voluntary Termination. Immediately upon 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. 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. For purposes of this provision, 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. Immediately upon 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, 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 a Senior Executive
Vice President 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; or



		(iv)	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       
Expiration of Term, Retirement, Voluntary Termination, Termination for Just Cause, or Termination for Death.
In the case of termination of Executive’s employment hereunder due to the expiration of the Term in accordance with Section
1.6(i) above, or 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 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 




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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.



		(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





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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 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





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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 for any reason other than Just Cause or
on account of Executive’s death, regardless of whether Employer or Executive initiates such termination, within twelve (12)
months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), Executive shall be entitled to
the following Termination Compensation and benefits 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.



		(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 or prior to the MOE Revocation were, considered
together as a whole, materially more generous to the officers of Employer, than at the date of the Change of Control or at the
date of the MOE Revocation, as the case may be; or, to the extent such participation is not permitted by





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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 1.7.5 shall be paid by Employer in accordance with the standard payroll practices
and procedures in effect prior to Executive’s Termination Date, a Change of Control or MOE Revocation, as appropriate. 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 and except in the event Executive terminates Executive’s
employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of
Control (or, if later, within ninety (90) days after a MOE Revocation), 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





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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.


		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 Senior Executive Vice President of Employer, 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




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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;


(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




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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 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




    	 	12	 



    	 



    

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 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, to:


 


 


 




    	 	13	 



    	 



    

If to the Employer, to:


 


BB&T Corporation


Branch Banking and Trust Company


200 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




    	 	14	 



    	 



    

entitled to assign or delegate any of
Executive’s obligations or rights under this Agreement; 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.




    	 	15	 



    	 



    

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” the earliest of the following dates:


		(i)	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 Affiliates, excluding employee benefit plans of Employer, 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 BB&T representing twenty percent (20%) or more of the combined voting power of BB&T’s then outstanding voting
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 BB&T); or



		(ii)	the date when, as a result of a tender offer or exchange offer for the purchase of securities of
BB&T (other than such an offer by BB&T 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 Term constitute BB&T’s Board of Directors, plus new directors whose election or nomination for election
by BB&T’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





    	 	16	 



    	 



    

		(iii)	the date the shareholders of BB&T approve a merger, share exchange or consolidation of BB&T
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 BB&T 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 BB&T or such surviving or acquiring entity outstanding immediately
after such merger or consolidation; or



		(iv)	the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T
or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or



		(v)	the date of any event (other than a “merger of equals” as hereinafter described in
this Section 3.12.c) which BB&T’s Board of Directors determines should constitute a Change of Control.



Notwithstanding the
foregoing, the term “Change of Control” shall not include any event which the Board of Directors of BB&T (or, if
the event described in clause (ii) above has occurred, a majority of the Continuing Directors), prior to the occurrence of such
event, specifically determines, for the purpose of this Agreement or employment agreements with other executives that contain substantially
similar provisions, is a “merger of equals” (regardless of the form of the transaction), unless a majority of the Continuing
Directors revokes such specific determination within one year after occurrence of the event that otherwise would constitute a Change
in Control (a “MOE Revocation”). The parties to this Agreement agree that any determination concerning whether
a transaction is a “merger of equals” shall be solely within the discretion of the Board of Directors of BB&T or
a majority of the Continuing Directors, as the case may be.


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


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


f.                  
“Compensation Continuance Period” means the time period commencing with the Commencement Month and ending
on the earlier of (1) or (2), where (1) is the first day of the month in which the Employee attains age sixty-five (65), and (2)
is 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. 




    	 	17	 



    	 



    

g.                 
“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.


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


i.                   
“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.


j.                   
“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


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


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


m.               
“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.


n.                 
“Termination Compensation” means a monthly cash amount equal to one-twelfth (1/12th) of the highest
amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes
amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately
preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received
by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during
any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the
Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. 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).


o.                 
“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.




    	 	18	 



    	 



    

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


3.13         
Code Section 409A.


3.13.1   
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.


3.13.2   
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.


3.13.3   
Reimbursements and In-Kind Benefits. Notwithstanding any other provision of the applicable plans and programs, all reimbursements
and in-kind benefits provided




    	 	19	 



    	 



    

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.


3.13.4   
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 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, without
regard to Code Section 280G(b)(2)(A)(ii); and “base amount” has the meaning ascribed to it in Code Section 280G
and the regulations thereunder as modified by the Emergency Economic Stabilization Act of 2008 (“EESA”) and




    	 	20	 



    	 



    

Treasury guidance under Section 111
of EESA such that references to “change in ownership or control” are treated as references to an “applicable
severance from employment.” 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 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.]


 




    	 	21	 



    	 



    

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:  	 	 	 	 
	 	 	 	Name:  	 
	Title:  	 	 	 	 
	 	 	 	Title:  	 
	Date:  	 	 	 	 
	 	 	 	Date:   	 







 


 





		 	WILLIAM BENNETT BRADLEY
	 	 	 	 	 
	 	 	 	 	 
	 	 	    	   
		 	   	Signature   
		 	 	 	 
	 	 	 	Date:   	 


 


 


 


 


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