Exhibit 10.4


BB&T CORPORATION

2012 INCENTIVE PLAN


LTIP Award Agreement 


 


 


	Name of Participant:	<<First Name>> <<MI>> <<Last Name>> 
	Grant Date:	February ___, 2013
	Performance Period:	January 1, 2013 through December 31, 2015


THIS AGREEMENT
(the “Agreement”), made effective as of February ___, 2013 (the “Grant Date”), between BB&T
CORPORATION, a North Carolina corporation (“BB&T”), and <<First Name>> <<MI>>
<<Last Name>>, an Employee (the “Participant”).


RECITALS:


BB&T desires
to carry out the purposes of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the “Plan”),
by affording the Participant a long-term incentive compensation opportunity as hereinafter provided.


In consideration
of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


1.                 
Incorporation of Plan. The rights and duties of BB&T and the Participant under this Agreement
shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference.
In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern.
Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.


2.                 
Performance Award. Subject to the terms of this Agreement and the Plan, BB&T hereby grants
the Participant an LTIP Award (the “Award”) in accordance with the following provisions:


(a)              
Performance Period. The performance period (“Performance Period”) for the Award shall
be January 1, 2013 through December 31, 2015.


(b)              
Partial Performance Period.


		(i)	(1)  Death or Disability. If the Participant ceases to be a Participant in
the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the
Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based solely upon the
attainment of at least the Threshold Level of Performance as provided in Section 2(c) herein, and prorated to reflect such





    	 



    	 



    

Participant’s actual number
of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case of a Change
of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for Participants
who are not Employees on the date of the Change of Control), within ninety (90) calendar days following a Change of Control as
calculated and provided in Section 5(b)(ii) and (iii) herein. For the avoidance of doubt, the phrase “termination of employment”
means a Separation from Service.


(2)Involuntary Termination
Without Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to
the Participant’s termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B)
due to Retirement, the Participant’s Award for the Performance Period shall be payable in accordance with this Agreement,
based solely upon the attainment of Performance Measures as provided in Section 2(c) herein, and prorated to reflect such Participant’s
actual number of full months of employment during the Performance Period; provided that, for the avoidance of doubt, in the case
of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment shall be made (for
Participants who are not Employees on the date of the Change of Control), within ninety (90) calendar days following a Change of
Control as calculated and provided in Section 5(b)(ii) and (iii) herein. A termination shall be for “Cause”
if the termination of the Participant’s employment by the Company and/or its Affiliates is on account of the Participant’s
(x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s assigned duties for BB&T or
an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially damaging to BB&T or its Affiliates
without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination
of whether termination is for Cause shall be made by the Administrator (or its designee, to the extent permitted under the Plan),
and its determination shall be final and conclusive. For the avoidance of doubt, the phrase “termination of employment”
means a Separation from Service.


		(ii)	Change of Control. If, while the Participant is an Employee, there is a Change of Control
during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement,
end upon the date of the Change of Control and the Participant’s Award shall be calculated based on the Participant’s
average monthly base salary received during the shortened Performance Period (that commenced on January 1,





    	- 2 -



    	 



    

2013, and ended on the date of the
Change of Control) as the sum of (1) and (2) as follows (and payable in accordance with this Agreement): (1) for completed calendar
year(s) during the shortened Performance Period, an Award amount shall be calculated based solely upon the actual Level of Achievement
attained during such completed calendar year(s); and (2) for a partially completed calendar year in which a Change of Control occurs,
an Award amount calculated at the Target Level of Achievement.


		(iii)             	(1) For purposes of Section 2(b)(ii) above, a “Change of Control” will be
                                                                                                                                                                                                       deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in
                                                                                                                                                                                                       Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together
                                                                                                                                                                                                       with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly,
                                                                                                                                                                                                       the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T
                                                                                                                                                                                                       representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or
                                                                                                                                                                                                       (B) 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, consolidation or sale of
                                                                                                                                                                                                       assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-)
                                                                                                                                                                                                       month period during the Performance Period of the Award constituted BB&T’s Board, 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 twelve- (12-) month period (collectively, the
                                                                                                                                                                                                       “Continuing Directors”), cease for any reason during such twelve- (12-) month period to constitute at
                                                                                                                                                                                                       least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement
                                                                                                                                                                                                       for the sale or disposition by BB&T of all or substantially all of BB&T’s assets within the meaning of Section
                                                                                                                                                                                                       409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T
                                                                                                                                                                                                       that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market
                                                                                                                                                                                                       value or total voting power of the stock of BB&T within the meaning of Section 409A.



(2)Notwithstanding Section 2(b)(iii)(1)
above, the term “Change of Control” shall not include any event that is a “Merger of Equals.” For purposes
of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise




    	-  3 -



    	 



    

qualify as a Change of Control if
the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents)
satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority
of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of
the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty
percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities
of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who
were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consummation
of such event in substantially the same proportions as their respective direct or indirect ownership immediately before such event
of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the directors of the surviving
corporation immediately after the event shall be composed of directors who were Directors or Continuing Directors immediately before
the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T immediately before the
event shall be the CEO of the surviving corporation immediately after the event. If a transaction constitutes a Merger of Equals,
then, notwithstanding the provisions of Section 2(b)(iii)(1) above, the vesting of the Award will not be accelerated due to the
Merger of Equals, but the Award shall instead continue to vest, if at all, in accordance with the provisions of Sections 2, 3 and
4 herein.


(c)               
Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance
Measure (as defined in Section 2(c)(i) below) applicable to the Award, the Participant’s targeted percentage of the Participant’s
average base salary during the Performance Period (“Participant’s Target %”), Levels of Achievement,
and the potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows:


		(i)	Performance Measure: The average return on shareholders’ common equity for BB&T during
the Performance Period determined in accordance with United States generally accepted accounting principles (“BB&T
GAAP ROCE”) relative to the average, by company, return on shareholders’ common equity achieved by each company
of the Peer Group during the Performance Period (“Peer Group GAAP ROCE”).



		(ii)	For purposes of the Award, there shall be levels of achievement (“Levels of Achievement”),
including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”).
The Threshold





    	- 4 -



    	 



    

Level of Achievement shall be a
BB&T GAAP ROCE of the twenty-fifth (25th) percentile of the Peer Group GAAP ROCE; the Target Level of Achievement shall be
a BB&T GAAP ROCE of the fiftieth (50th) percentile of the Peer Group GAAP ROCE; and the Maximum Level of Achievement shall
be a BB&T GAAP ROCE of the seventy-fifth (75th) percentile of the Peer Group GAAP ROCE. The Levels of Achievement range from
the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached
hereto as Exhibit A and made a part hereof.


		(iii)	For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart,
there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold
Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be fifty percent (50%) of
the Participant’s Target %. If the Target Level of Achievement is attained for the Performance Period, the Award payout to
the Participant will be one hundred percent (100%) of the Participant’s Target %. If the Maximum Level of Achievement is
attained for the Performance Period, the Award payout to the Participant will be one hundred fifty percent (150%) of the Participant’s
Target %.



		(iv)	The projected Award payout to the Participant, if either the Target Level of Achievement or if
the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions
concerning the Participant’s base salary for 2013, 2014, and 2015):



	2013 Base Salary1	2014 Base Salary1	2015 Base Salary1	
        Participant’s

        Target %
	Target Payout (if Target Level of Achievement Attained)2       	Maximum Payout (if Maximum Level of Achieve- ment is Attained)2
	$________	$________	$________	_______%	$____________3	$____________3


		(v)	For purposes hereof, the term “Peer Group” means Comerica Incorporated; Fifth-Third
Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial
Corporation; SunTrust Banks, Inc.; U.S. Bancorp; and Zions Bancorporation.

 


	



 




		1	Solely for illustration purposes, projections assume certain salary increases on April 1st of each year. Projections
do not reflect negative discretion reductions by the Administrator.








		2	The projected payouts will change based upon the Participant’s actual base salary for 2013, 2014, and 2015.








		3	Pursuant to the terms of the Plan, in the Administrator’s discretion the Award may be payable in cash, in shares of Common
Stock, or in a combination of both.





 


			



 







    	- 5 -



    	 



    

3.                 
 Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited
to the provisions of Sections 2, 4 and 5 herein), the Award shall be 100% vested and earned on January 1, 2016, following the December
31, 2015 expiration of the Performance Period. The Administrator has sole authority to determine whether and to what degree the
Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan.


4.                 
Forfeiture of Award. Except as may be otherwise provided in the Plan or in this Agreement (including,
without limitation, the provisions of Section 2(b) herein), in the event that the employment of the Participant with BB&T or
an Affiliate terminates for any reason and the Award has not vested pursuant to Section 3, then the Award, to the extent not vested
as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant
shall have no further rights with respect to the Award. The Administrator (or its designee, to the extent permitted under the Plan)
shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement,
including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant
expressly acknowledges and agrees that, except as otherwise provided in this Agreement, the termination of the Participant’s
employment shall result in forfeiture of the Award and any underlying payout to the extent the Award has not vested as of the Participant’s
termination of employment date.


5.                 
Award Payout.


(a)              
The Award, if at least the Threshold Level of Performance is met, shall be payable, and paid, in cash, shares
of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion.


(b)              
Award payout shall, upon vesting of the Award, be made to the Participant (or in the event of the Participant’s
death, to the Participant’s beneficiary or beneficiaries) in a lump sum within ninety (90) calendar days following the end
of the Performance Period; or if a Change of Control occurs during the Performance Period, payment shall be made in a lump sum
within ninety (90) calendar days following the Change of Control (provided that if such ninety- (90-) day period begins in one
calendar year and ends in another, the Participant (or the Participant’s beneficiary or beneficiaries) shall not have the
right to designate the calendar year of payment). Notwithstanding the foregoing, if the Participant is or may be a Specified Employee,
a distribution due to Separation from Service may not be made until within the thirty- (30-) day period commencing with the first
day of the seventh month following the month of Separation from Service, or, if earlier, the date of death of the Participant (with
all such payments that otherwise would have been made during such six- (6-) month period to be made during the seventh month following
Separation from Service), in each case except as may be otherwise permitted under Section 409A.


6.                 
No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any
other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T
or an Affiliate or affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment
or service at any time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the




    	- 6 -



    	 



    

Administrator, all rights of the Participant
with respect to the Award shall terminate upon termination of the employment or service of the Participant with BB&T or an
Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant any further awards.
So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not be affected by any
change in the duties or position of the Participant.


7.                 
Nontransferability of Award and Shares. The Award, and any Award payout, shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation
of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions
are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may
disclaim the Award.


8.                 
Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations
or agreements of BB&T with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights
or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing
confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement
between the Participant and BB&T or an Affiliate, including, but not limited to, any restrictive covenants contained in such
agreements.


9.                 
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina, without regard to the principles of conflicts of law, and in accordance with applicable United States
federal laws.


10.             
Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be amended
or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement
by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the
foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent)
to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section
409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.


11.             
Issuance of Shares; Rights as Shareholder. The Participant and the Participant’s legal representatives,
legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any voting
rights, dividend rights or other rights of a shareholder unless and until such Shares have been issued to the Participant or them.
No Shares subject to the Award shall be issued at the time of grant of the Award. Shares subject to the Award shall be issued in
the name of the Participant (or, if the Participant is deceased, in the name of the Participant’s beneficiary or beneficiaries)
as soon as practicable after, and only to the extent that, the Award has vested and if such distribution is otherwise permitted
under the terms of Section 5 herein. Neither dividends nor dividend equivalent rights shall be granted in connection with the
Award, and the Award shall not be adjusted to reflect the distribution of any dividends on the Common Stock (except as may be otherwise
provided




    	- 7 -



    	 



    

under the Plan). No dividends on
the Shares shall be payable prior to both (i) the vesting of the Award and (ii) the issuance and distribution of Shares to the
Participant.


12.             
Withholding; Tax Matters.


(a)              
BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income
and other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash
with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under
the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient.
Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole
or in part, and any local, state, federal, foreign or other income, employment and other tax obligations relating to the Award,
by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of Common Stock
to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value as of the
date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations being satisfied.
Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.


(b)              
BB&T has made no warranties or representations to the Participant with respect to the tax consequences (including
but not limited to income tax consequences) related to the Award or the payout, if any, pursuant to the Award, and the Participant
is in no manner relying on BB&T or its representatives for an assessment of such tax consequences. The Participant acknowledges
that there may be adverse tax consequences with respect to the Award and that the Participant should consult a tax advisor. The
Participant acknowledges that the Participant has been advised that the Participant should consult with the Participant’s
own attorney, accountant, and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof.
The Participant also acknowledges that BB&T has no responsibility to take or refrain from taking any actions in order to achieve
a certain tax result for the Participant.


13.             
Administration. The authority to construe and interpret this Agreement and the Plan, and to administer
all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this
Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with
respect to the Agreement are final and binding on the parties hereto.


14.             
Notices. Any and all notices under this Agreement shall be in writing and sent by hand delivery
or by certified or registered mail (return receipt requested and first-class postage prepaid), in the case of BB&T, to its
Human Systems Division, 200 West Second Street (27101), PO Box 1215, Winston-Salem, NC 27102, attention: Human Systems Division
Manager, and in the case of the Participant, to the last known address of the Participant as reflected in BB&T’s records.




    	-  8 -



    	 



    

15.             
 Severability. The provisions of this Agreement are severable; and if any one or more provisions
may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be
binding and enforceable.


16.             
Compliance with Laws; Restrictions on Award and Shares of Common Stock. BB&T may impose such
restrictions on the Award and any shares of Common Stock relating to the payout of the Award as it may deem advisable, including
without limitation restrictions under the federal securities laws, federal tax laws, the requirements of any stock exchange or
similar organization and any blue sky, state or foreign securities laws applicable to such Award or shares of Common Stock. Notwithstanding
any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer
any shares of Common Stock, make any other distribution of benefits under the Plan, or take any other action, unless such delivery,
distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements
of the Securities Act). BB&T may cause a restrictive legend or legends to be placed on any certificate for shares of Common
Stock issued pursuant to the Award in such form as may be prescribed from time to time by applicable laws and regulations or as
may be advised by legal counsel.


17.             
Successors and Assigns. Subject to the limitations stated herein and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the Participant and the Participant’s executors, administrators and permitted
transferees and beneficiaries and BB&T and its successors and assigns.


18.             
Counterparts, Further Instruments. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties
hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this Agreement.


19.             
Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, subject to
any applicable laws to the contrary, BB&T may reduce the amount of any benefit or payment otherwise payable to or on behalf
of the Participant by the amount of any obligation of the Participant to BB&T or an Affiliate that is or becomes due and payable,
and the Participant shall be deemed to have consented to such reduction; provided, however, that to the extent Section 409A is
applicable, such offset shall not exceed the greater of Five Thousand Dollars ($5,000) or the maximum offset amount then permitted
under Section 409A.


20.             
Adjustment of Award.


(a)              
The Administrator shall have authority to make adjustments to the terms and conditions of the Award in recognition
of unusual or nonrecurring events affecting BB&T or any Affiliate, or the financial statements of BB&T or any Affiliate,
or of changes in applicable laws, regulations or accounting principles, if the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan or necessary or appropriate to comply with applicable laws, rules or regulations.




    	-  9 -



    	 



    

(b)              
 Notwithstanding anything contained in the Plan or elsewhere in this Agreement to the contrary, (i) the Administrator,
in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection
Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate
the Award and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to
clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or
policies adopted by BB&T; and (ii) in the event any legislation, regulation(s), or formal or informal guidance require(s) any
compensation payable under the Plan (including, without limitation, the Award) to be deferred, reduced, eliminated, or subjected
to vesting, the Award shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions
as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.


21.             
Award Conditions.


(a) Notwithstanding
anything in the Plan or this Agreement to the contrary, to the extent that either (i) the Administrator or the Board of Governors
of the Federal Reserve System determines that any change to the Plan and/or this Agreement is required, necessary, advisable, or
deemed appropriate to improve the risk sensitivity of the Award, whether by (a) adjusting the Award quantitatively or judgmentally
based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the Performance Period for
determining the Award; (c) extending the Performance Period and adjusting for actual losses or other performance issues; or (d)
otherwise as required by the Administrator or the Federal Reserve System; or (ii) the Administrator or the United States government
(including, without limiting any agency thereof) determines that any change to the Plan and/or this Agreement is required, necessary,
advisable, or deemed appropriate to comply with any applicable law, regulation, or requirement; then this Agreement and/or the
Award shall be automatically amended to incorporate such change, without further action of the Participant, and the Administrator
shall provide the Participant notice thereof.


(b) Notwithstanding
anything contained in the Plan or this Agreement to the contrary, to the extent that either the Administrator or the United States
government (including, without limitation, any agency thereof) determines that the Award granted to the Participant pursuant to
this Agreement is prohibited or substantially restricted by, or subjects BB&T or an Affiliate to any adverse tax consequences
that BB&T or an Affiliate is not otherwise subject to on the Grant Date because of, any current or future United States law,
any rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and
the Award shall automatically be cancelled as of the Grant Date without further action on the part of the Administrator or the
Participant and without any compensation to the Participant for such termination and cancellation. The Administrator agrees to
provide notice to the Participant of any such termination and cancellation.


 


[Signature Page to Follow]




    	- 10 -



    	 



    






IN WITNESS WHEREOF, this Agreement has
been executed in behalf of BB&T and by the Participant effective as of the Grant Date.


 


	
        BB&T CORPORATION

         

        By:_______________________

         

	 
	
        PARTICIPANT

         

         

                                                                               

        <<First Name>> <<MI>> <<Last
        Name>> 

         




 



    	- 11 -



    	 



    







 


EXHIBIT A


TO


BB&T CORPORATION


2012 INCENTIVE PLAN


LTIP
Award Agreement


 


Level of Achievement Chart


(January 1, 2013 through December 31,
2015 Performance Period - 2016 Payout)


 


 


	Level of Achievement	
        Percentile Performance

        (BB&T GAAP ROCE 

        Relative to 

        Peer Group GAAP ROCE)
	
        Payout Percent of 

        Participant’s Target %

	Threshold	25th	50%
	 	30th	60%
	 	35th	70%
	 	40th	80%
	 	45th	90%
	Target	50th	100%
	 	55th	110%
	 	60th	120%
	 	65th	130%
	 	70th	140%
	Maximum	75th or greater	150%


 


 


 


The Administrator has the (negative) discretion
to decrease Award payouts based on business factors, including but not limited to, industry conditions, performance relative to
peers, regulatory developments, and changes in capital requirements.


 


Straight line interpolation will be used to
calculate payout percentages between the threshold and target and between target and maximum levels of achievement not otherwise
listed in the “Payout Percent” column above. For performance that is less than the 25th percentile, the
payout percentage is 0%.









A-1