Exhibit 10.1


BB&T CORPORATION

2012 INCENTIVE PLAN


Nonqualified Option Agreement 


(Employee)


	Grant Date:	__________, 20___
	Date Vesting Begins:	__________, 20___
	Expiration date:	__________, 20___


THIS AGREEMENT
(the “Agreement”), dated effective as of _______, 20___ (the “Grant Date”), between BB&T
CORPORATION, a North Carolina corporation (“BB&T”) for itself and its Affiliates, and the Employee (the
“Participant”) specified in the above Notice of Grant and Agreement (the “Notice of Grant”),
is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or
restated from time to time (the “Plan”).


BB&T desires
to carry out the purposes of the Plan by affording the Participant an opportunity to purchase shares of BB&T’s common
stock, $5.00 par value per share (the “Common Stock”), 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 Notice of Grant and Plan. The Notice of Grant is part of this Agreement and incorporated
herein. 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 this 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.                 
Grant of Option. Pursuant to the Plan, effective as of the Grant Date, BB&T grants to the Participant,
subject to the terms and conditions of the Plan and to the terms and conditions herein, the right and option (the “Option”)
to purchase from BB&T all or any part of an aggregate of the number of shares (the “Shares”) of Common Stock
specified in the Notice of Grant at a purchase price (the “Option Price”) of <<$_________>>
per Share, such Option Price being the Fair Market Value per share of Common Stock on the Grant Date. This Option is designated
as a Nonqualified Option and, as such, is not intended to be an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”). Such Option will be vested and exercisable as hereinafter provided.


3.                 
Terms and Conditions. The Option is subject to the following terms and conditions:




    	 



    	 



    

(a)              
 Expiration Date. Unless the Option terminates earlier pursuant to the terms of the Plan or this Agreement,
the Option shall expire on __________, 20___ (the “Expiration Date”) (such term commencing with the Grant Date
and ending on the Expiration Date being referred to as the “Option Period”).


(b)              
Exercise of Option. Except as provided in Sections 4, 5, 6, 7, 8 and 10 and subject to the authority of
the Administrator to accelerate the exercisability of this Option, this Option shall become vested and exercisable with respect
to 33 1/3% of the Shares subject to the Option on the first year anniversary of the Grant Date and with respect to an additional
33 1/3% of the Shares subject to the Option on each annual anniversary of the Grant Date over the following two years, so that
the Option shall be fully vested and fully exercisable on the third-year anniversary of the Grant Date. To the extent the Option
has become vested and exercisable in accordance with the preceding sentence, it shall continue to be vested and exercisable until
the earlier of the termination of the Participant’s rights hereunder pursuant to Sections 4, 5, 6, 7, 8 and 10, or until
the Expiration Date. The Option may be exercised with respect to any number of whole Shares less than the full number for which
the Option could be exercised. A partial exercise of the Option shall not affect the Participant’s right to exercise the
Option with respect to the remaining Shares, subject to the conditions of the Plan and this Agreement. The Option may not be exercised
at any time unless the Participant shall have been in the continuous service as an Employee from the date hereof to the Exercise
Date of the Option, subject to the provisions of Sections 4, 5, 6, 7, 8 and 10.


(c)               
Method of Exercising and Payment for Shares. The Option shall be exercised by delivering a written or
electronic notice (the “Notice of Exercise”) to the attention of BB&T or its agent. The Exercise Date shall
be the date on which BB&T or its agent receives a fully completed Notice of Exercise; provided, however, that with respect
to the exercise of an Option in which Shares relating to such Option are sold in the market, the Exercise Date is the date that
the Shares relating to the Option are so sold and provided further that in all other exercises where the Notice of Exercise is
received after the market closes, the Exercise Date is the next trading day of the Common Stock. Payment of the Option Price may
be made (i) in cash or by cash equivalent, and, if permitted under applicable law, payment may also be made (ii) by delivery of
shares of Common Stock owned by the Participant at the time of exercise for a period of at least six months (or such other time
period deemed necessary by the Administrator); (iii) by delivery of the Notice of Exercise to BB&T or its agent and delivery
to a broker of written or electronic notice of exercise and irrevocable instructions to promptly deliver to BB&T or its agent
the amount of sale or loan proceeds to pay the Option Price; or (iv) by any combination of the foregoing methods. Shares delivered
in payment of the Option Price shall be valued at their Fair Market Value on the Exercise Date, as determined in accordance with
the Plan. Upon the exercise of an Option in whole or in part, payment of the Option Price in accordance with the provisions of
the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, BB&T shall
promptly deliver to the Participant the Shares purchased.


In the event that the
Option shall be exercised pursuant to this Section 3 by any person other than the Participant, the Notice of Exercise shall be
accompanied by appropriate proof of the right of such person to exercise the Option.




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(d)              
 Shareholder Rights. The Participant and the Participant’s legal representative, legatees or distributees
shall not be deemed to be the holder of any Shares subject to the Option and shall not have any rights of a shareholder unless
and until Shares have been issued and delivered to him, her or them under the Plan. The Option shall not provide dividend or dividend
equivalent rights, and the Participant shall have no dividend rights, unless and until Shares have been issued to the Participant
pursuant to the exercise of the Option. The Shares of Common Stock acquired upon exercise of the Option 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)
and distributed to the Participant (or if the Participant is deceased, to the Participant’s beneficiary or beneficiaries)
as soon as practicable following receipt of Notice of Exercise, payment of the Option Price (except as may otherwise be determined
by BB&T or its agent in the event of payment of the Option Price pursuant to Section 4.7(c) of the Plan), and payment of applicable
taxes.


(e)               
Nontransferability of Option. The Option shall not be transferable (including by sale, assignment, pledge
or hypothecation) other than by will or the laws of intestate succession, except as may be permitted by the Administrator in its
sole discretion (and in a manner consistent with the registration provisions of the Securities Act). Except as may be permitted
by the preceding sentence, (i) during the lifetime of the Participant, the Option may be exercised only by the Participant; and
(ii) no right or interest of a Participant in the Option shall be liable for, or subject to, any lien, obligation or liability
of such Participant. The designation of a beneficiary in accordance with the Plan shall not constitute a transfer.


4.                 
Termination of Employment. Except as provided in Sections 5, 6, 7 and 8 (and unless otherwise determined
by the Administrator in accordance with the terms of the Plan), in the event that the employment of the Participant with BB&T
or an Affiliate terminates for any reason, other than the Participant’s termination of employment due to involuntary
termination without Just Cause, Retirement, death or Disability, the Participant may exercise the Option only with respect to those
Shares of Common Stock as to which the Option has become vested and exercisable pursuant to Section 3(b) as of the date of the
Participant’s termination of employment (the “Termination Date”). The Participant may exercise the Option
with respect to such Shares no more than thirty (30) days after the date of the Participant’s Termination Date (but in any
event prior to the Expiration Date), and the Option shall terminate at the end of such thirty- (30-) day period.


5.                 
Involuntary Termination Without Just Cause. In the event that the Participant’s employment
with BB&T or an Affiliate is involuntarily terminated by BB&T without Just Cause, the Option shall become fully vested
and fully exercisable as of the Participant’s Termination Date without regard to the installment exercise limitations set
forth in Section 3(b). For purposes of this Agreement, the involuntary termination of the Participant by BB&T shall be without
Just Cause unless the termination is on account of the Participant’s (a) dishonesty, theft or embezzlement; (b) refusal or
failure to perform the Participant’s assigned duties for BB&T or its Affiliates in a satisfactory manner; or (c) 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 Just Cause shall be made by the Administrator
or its designee, and its determination shall be final and conclusive. The Participant may exercise the Option following an involuntary
termination without Just Cause until the Expiration Date.




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6.                 
 Exercise After Termination of Employment Due to Retirement. In the event that the Participant
remains in the continuous employ of BB&T or an Affiliate from the Grant Date until the Participant’s termination of employment
due to Retirement, the Option shall become fully vested and fully exercisable as of the date of the Participant’s Retirement
without regard to the installment exercise limitations set forth in Section 3(b) if, and only if, the Participant has completed
at least six (6) calendar months of continuous employment after the Grant Date (beginning with the first day of the calendar month
following the Grant Date and ending on the last working day of the sixth (6th) calendar month). The Participant may
exercise the Option following the Participant’s termination of employment due to Retirement until the Expiration Date.


7.                 
Exercise in the Event of Death. In the event that the Participant remains in the continuous employ
of BB&T or an Affiliate from the Grant Date until the Participant’s death, the Option shall become fully vested and fully
exercisable as of the date of death without regard to the installment exercise limitations set forth in Section 3(b). The Option
shall be exercisable by such person or persons who are designated as the Participant’s beneficiary or beneficiaries in accordance
with the terms of the Plan and this Agreement, or, if no such valid beneficiary designation exists, then by the Participant’s
estate or by such person or persons as shall have acquired the right to exercise the Option by will or the laws of descent and
distribution. The person or persons entitled to exercise the Option following the Participant’s death may exercise the Option
until the Expiration Date.


8.                 
Exercise in the Event of Disability. In the event that the Participant remains in the continuous
employ of BB&T or an Affiliate from the Grant Date until the date of the Participant’s termination of employment on account
of Disability (as determined in accordance with the Plan), the Option shall become fully vested and fully exercisable as of the
date of the Participant’s termination of employment on account of Disability without regard to the installment exercise limitations
set forth in Section 3(b). The Participant may exercise the Option following such termination of employment until the Expiration
Date.


9.                 
Fractional Share. A fractional Share shall not be issuable hereunder, and when any provision hereof
may entitle the Participant to a fractional Share, such fraction shall (unless the Administrator determines otherwise) be disregarded.


10.             
Change of Corporate Control.


(a)              
Notwithstanding Sections 3, 4, 5, 6, 7 and 8, and in the event that there is “Change of Control”
as defined in this Section 10, of BB&T subsequent to the date hereof, the Option shall (subject to the terms of Section 10(c)
herein) become fully vested and fully exercisable as of the effective date of such event without regard to the installment exercise
limitations set forth in Section 3(b).


(b)              
For purposes of this Section 10, a “Change of Control” will be deemed to have occurred on
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, 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




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more of the combined voting power of BB&T’s
then outstanding securities; 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, 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 Option Period 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;
(iii) 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 (iv) 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.


(c)               
Notwithstanding Section 10(a) and Section 10(b) 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 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: (i) 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; (ii) 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;
(iii) 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 (iv) 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 10(b) above,
the vesting of the Option will not be accelerated due to the Merger of Equals, but the Option shall instead continue to vest, if
at all, in accordance with the provisions of Sections 3, 4, 5, 6, 7, 8, and 10 herein.


11.             
No Right to Continued Employment; Forfeiture of Award. Neither the Plan, the grant
of the Option 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 an individual’s
employment or service at any time. Except as otherwise expressly provided in the Plan or this Agreement, all rights of the Participant
under the Plan with respect to the Option shall terminate upon termination of the employment of the Participant with BB&T or
the Affiliate. The grant of the Option does not create any obligation




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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, the Option shall not be affected by any
change in the duties or position of the Participant.


12.             
Superseding Agreement. This Agreement supersedes any statements, representations or agreements
of BB&T with respect to the grant of the Option 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.


13.             
Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be modified
or amended only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of this 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.


14.             
Withholding; Tax Matters; Fees.


(a)              
BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign and
other income tax obligations and any other amounts required to be withheld by any governmental authority or law from any amount
payable in cash with respect to the Option. If any withholding is required, prior to the delivery or transfer of any Shares or
any other benefit conferred under the Plan, BB&T or an Affiliate shall require the Participant or other recipient to pay to
BB&T or an Affiliate 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 Option, by electing (the “election”) to
have BB&T withhold Shares from the Shares to which the recipient is entitled. The number of Shares to be withheld shall have
a Fair Market Value as of the Exercise Date as nearly equal as possible to the amount of such obligations being satisfied. Each
election must be made to the Administrator or its agent 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 Option or issuance, transfer or disposition of Shares following exercise
of the Option, 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 related to the grant of the Option or the acquisition or
disposition of the Shares subject to the Option and that the Participant should consult a tax advisor prior to such grant, acquisition
or disposition. The




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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.


(c)               
All third party fees relating to the exercise, delivery, or transfer of any Option or Shares shall be paid by
the Participant or other recipient. To the extent the Participant or other recipient is entitled to any cash payment from BB&T
or any of its Affiliates, the Participant hereby authorizes the deduction of such fees from such payment(s) without further action
or authorization of the Participant or other recipient; and to the extent the Participant or other recipient is not entitled to
any such payments, the Participant or other recipient shall pay BB&T or its designee an amount equal to such fees immediately
upon the third party’s charge of such fees.


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.             
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.


17.             
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.


18.             
Notices. Any and all notices under the Option 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.


19.             
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.


20.             
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.


21.             
Compliance with Laws; Restrictions on Option and Shares. BB&T may impose such restrictions
on the Option and Shares or any other benefits underlying the Option as it may deem advisable, including without limitation restrictions
under the federal securities laws,




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federal tax laws, the requirements of
any stock exchange or similar organization and any blue sky, state or foreign securities laws applicable to such securities. Notwithstanding
any other provision in the Plan or this Agreement to the contrary, BB&T shall not be obligated to issue, deliver or transfer
shares of Common Stock under the Plan, 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 to be placed on any Shares issued pursuant
to the Option in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal
counsel.


22.             
Adjustment of Award.


(a)              
The Administrator shall have authority to make adjustments to the terms and conditions of the Option 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.


(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 Option 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, paid in
a different form or subjected to vesting, the Option shall be deferred, reduced, eliminated, or subjected to vesting or other restrictions
as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.


23.             
Cash Settlement. Notwithstanding any provision of the Plan or this Agreement to the contrary, the
Administrator may cause the Option or portion thereof to be canceled in consideration of an alternative Award or cash payment of
an equivalent cash value, as determined by the Administrator, made to the holder of such canceled Option.


24.             
Conditions upon Grant, Vesting, or Exercise of Option.


(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 Option, whether by (a) adjusting the Option quantitatively or judgmentally
based on the risk the Participant’s activities pose to BB&T or an Affiliate; (b) extending the vesting period of the
Option; (c) extending the vesting period and adjusting for actual losses or other performance issues; or (d) otherwise as




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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 Option 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 Option 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 or regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date and
the Option 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.


IN WITNESS
WHEREOF, BB&T and the Participant have entered into this Agreement effective as of the Grant Date. Should the Participant
fail to acknowledge his or her acceptance of this Agreement, this Agreement may become null and void as of the Grant Date, and
the Participant may forfeit any and all rights hereunder at the discretion of the Administrator.


 


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