Exhibit 10.1


 





EXECUTION VERSION








 





VOTING AND SUPPORT AGREEMENT


 


This Voting and Support Agreement (this
“Agreement”), dated as of September 5, 2014, is entered into by and among BB&T Corporation, a North Carolina
corporation (“Parent”), and The Bank of Kentucky Financial Corporation, a Kentucky corporation (“BKYF”),
and each person executing this Agreement or a counterpart to this Agreement (each, a “Shareholder”).


 


RECITALS


 


A.           Pursuant to the terms of the Agreement and Plan of Merger
(as the same may be amended or supplemented, the “Merger Agreement”), dated as of the date hereof, between Parent
and BKYF, BKYF will, subject to the terms and conditions set forth therein, merge with and into Parent, with Parent being the surviving
entity (the “Merger”).


 


B.           As an inducement for Parent to enter into the Merger Agreement,
Parent has required that each Shareholder enter into this Agreement.


 


AGREEMENT


 


In consideration of Parent’s and BKYF’s
performance under the Merger Agreement, each Shareholder agrees as follows:


 


		1.	Definitions. Capitalized terms not defined
in this Agreement have the meaning assigned to those terms in the Merger Agreement.



 


		2.	Effectiveness. If the Merger Agreement
is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and
of no effect.



 


		3.	Voting Agreement. From the date hereof
until the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its
terms (the “Support Period”), Shareholder irrevocably and unconditionally hereby agrees that at any shareholder
meeting of BKYF to approve the Merger Agreement or any adjournment or postponement thereof, Shareholder shall be present (in person
or by proxy) and shall vote (or cause to be voted) the voting shares of capital stock of BKYF beneficially owned by such Shareholder
as of the date hereof along with all such shares over which the Shareholder may acquire beneficial ownership from time to time
after the date hereof, in each case that are entitled to vote at such meeting (together, “Owned Shares”): (a) in
favor of (1) approval of the Merger Agreement and (2) approval of any proposal to adjourn or postpone such meeting to
a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against (1) any action or agreement
that would be reasonably likely to impair the ability of Parent to complete the Merger, the ability of BKYF to complete the Merger,
or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the
Merger Agreement and (2) other than the transactions contemplated by the Merger Agreement, any proposal that relates to an Acquisition
Proposal without regard to the terms of such proposal. Shareholder represents and warrants and covenants and agrees that, except
for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting agreement
or voting trust with respect to the Owned Shares and (y) has not granted, and shall not grant during the Support Period,
a proxy, consent or power of attorney with respect to the Owned Shares except any proxy to carry out the intent of this Agreement.
Shareholder hereby acknowledges that Shareholder is, in his or her capacity as a Shareholder of BKYF, bound by the restrictions
set forth in Section 5.9 of the Merger Agreement and agrees consistent therewith not to solicit or facilitate any Acquisition
Proposal.



 






    	 



    	 



    

  


		4.	Grant of Irrevocable Proxy; Appointment of Proxy.
During the Support Period, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee
thereof as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and
stead of such Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Owned Shares
owned by such Shareholder as of the applicable record date in accordance with Section 3 of this Agreement; provided that each
Shareholder grant of the proxy contemplated by this Section 4 shall be effective if, and only if, such Shareholder has not delivered
to BKYF prior to the meeting at which any of the matters described in Section 4 are to be considered, a duly executed irrevocable
proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement; provided,
further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3,
and each Shareholder shall retain the authority to vote on all other matters. Each Shareholder hereby affirms that the irrevocable
proxy set forth in this Section 4, if it becomes effective, is given in connection with the execution of the Merger Agreement,
and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. The
parties hereby further affirm that the irrevocable proxy, if it becomes effective, is coupled with an interest and is intended
to be irrevocable until the end of the Support Period, at which time it will terminate automatically. If for any reason any proxy
granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the the end
of the Support Period, to vote the Owned Shares in accordance with Section 3 of this Agreement. The parties agree that the foregoing
is a voting agreement.



 


		5.	Transfer Restrictions Prior to Merger.
The Shareholder will not, during the Support Period, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber,
hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily
or involuntarily, enter into any swap or other arrangements that transfers to another, in whole or in part, any of the economic
consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale,
transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, by testamentary disposition, by operation
of law or otherwise) or otherwise convey or dispose of, any of the Owned Shares, or any interest therein, including the right
to vote any Owned Shares, as applicable (a “Transfer”); provided that Shareholder may Transfer Owned Shares
for estate planning or to a charitable institution for philanthropic purposes so long as the transferee, prior to the date of
Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement.



 






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		6.	Cooperation. From time to time, at the
reasonable request of Parent or BKYF and without further consideration, Shareholder shall cooperate with Parent and BKYF, at BKYF’s
expense, to make all filings and obtain all consents of Governmental Authorities and third parties and execute and deliver such
additional documents and take all such further actions as may be necessary or desirable to effect the actions contemplated by
this Agreement. Without limiting the foregoing, Shareholder hereby (a) authorizes Parent and BKYF to publish and disclose in any
public announcement, disclosure required by the SEC or by applicable Law or the Proxy Statement/Prospectus (and, if applicable,
the Registration Statement), Shareholder’s identity and ownership of the Owned Shares, the nature of Shareholder’s
obligations under this Agreement and any other information that Parent or BKYF reasonably determines is required to be disclosed
in connection with the Merger and the transactions contemplated by the Merger Agreement; (b) agrees to promptly give to Parent
and BKYF any information Parent or BKYF may reasonably require for the preparation of any such disclosure documents; and (c) agrees
to promptly notify Parent and BKYF of any required corrections with respect to any information supplied by Shareholder, if and
to the extent that such information shall have become false or misleading in any material respect.



 


		7.	Representations and Warranties. Each Shareholder
represents and warrants to Parent that: this Agreement has been duly and validly executed and delivered by such Shareholder and
constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with
its terms and no other action is necessary to authorize the execution and delivery by such Shareholder or the performance of its
obligations hereunder; if such Shareholder is married and any of the Owned Shares constitute community property or spousal approval
is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been (or promptly shall be)
duly and validly executed and delivered by, and constitutes a valid and legally binding agreement, of Shareholder’s spouse,
enforceable in accordance with its terms; the Owned Shares as of the date hereof are equal to the number of shares set forth next
to each Shareholder’s name on Exhibit A hereto; and except as noted on Exhibit A hereto, Shareholder has, and at all times
during the term of this Agreement shall have, beneficial ownership of, good and valid title to and full and exclusive power to
vote, without restriction or limitation, the Owned Shares (other than any such shares that are transferred in the manner permitted
by this Agreement).



 








		8.	Entire Agreement; Assignment. This Agreement
is irrevocable. The recitals are incorporated as a part of this Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.  Nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement.  This Agreement shall not be assigned by operation of law or otherwise and shall be binding upon and inure
solely to the benefit of each party hereto; provided however that the rights under this Agreement are assignable by Parent or
BKYF to any successor-in-interest.



 


		9.	Remedies/Specific Enforcement. Each of
the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms
and that each of Parent and BKYF would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance
with their specific terms and that monetary damages would not provide adequate remedy in such event.  Accordingly, in the
event of any breach or threatened breach by Shareholder of any covenant or obligation contained in this Agreement, in addition
to any other remedy to which Parent or BKYF may be entitled (including monetary damages), each of Parent and BKYF shall be entitled
to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. 
Shareholder further agrees that none of Parent, BKYF or any other person or entity shall be required to obtain, furnish or post
any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph, and
Shareholder irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar
instrument.



 


 



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		10.	Governing Law and Enforceability. This
Agreement is governed by, and shall be interpreted in accordance with, the laws of the State of Delaware, without regard to any
applicable conflict of law principles. If any court determines that the restrictions set forth in this Agreement are unenforceable,
then the parties request such court to reform these provisions to the maximum restrictions, term, scope or geographical area that
such court finds enforceable. Venue of any legal action or proceeding between the parties related to this Agreement shall be in
any federal or state court located in the State of Delaware, and the parties each consent to the personal jurisdiction of the
courts of the State of Delaware and the federal courts located in the State of Delaware. Each Shareholder agrees not to claim
that the State of Delaware is an inconvenient place for trial.



 


		11.	Individual Obligations. The obligations
of each of the Shareholders under this Agreement are several and not joint. This Agreement is binding on each Shareholder that
executes this Agreement regardless of whether any other Shareholder(s) also executed this Agreement.



 


		12.	Amendments; Waivers.  Any provision
of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (i) in the
case of an amendment, by Parent, BKYF and the Shareholder, and (ii) in the case of a waiver, by the party against whom the
waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.



 


		13.	Counterparts. The parties may execute this
Agreement in one or more counterparts, including by facsimile or other electronic signature. All the counterparts will be construed
together and will constitute one Agreement.



 


[Signature pages follow]


 




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SIGNED as of the date first set forth above:


 


 


	BB&T CORPORATION	THE BANK OF KENTUCKY FINANCIAL CORPORATION
	 	 
	By/s/ Daryl N. Bible	By	/s/ Robert W. Zapp 
	Name: Daryl N. Bible	Name: Robert W. Zapp
	Title:   Senior Executive Vice President and Chief Financial Officer	Title:   President and Chief Executive Officer


 





Additional Signatures on Next Page


 





[Signature Page to Voting and Support Agreement]




 







    	 



    	 



    

 








	 	STOCKHOLDERS:
	 	 	 
	 	 	 
	 	/s/ Charles Berger 
	 	Charles Berger
	 	 	 
	 	 	 
	 	/s/Sharon Berger 
	 	Sharon Berger
	 	 	 
	 	 	 
	 	Berger-Collins, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Charles M Berger
	 	Name: 	Charles M Berger
	 	Title: 	Managing Member


 








[Signature Page to Voting and Support Agreement]







 







    	 



    	 



    

 








		STOCKHOLDERS:
	 	 
	 	 
	 	/s/ John Cain 
	 	John Cain
	 	 
	 	 
	 	/s/ Carla Cain 
	 	Carla Cain
	 	 
	 	 
	 	/s/ John S. Cain 
	 	John S. Cain, Trustee of Trust for Addison D. Cain, U/A 12/27/2000
	 	 
	 	 
	 	/s/ John S. Cain 
	 	John S. Cain, Trustee of Trust for Hannah M. Cain U/A 12/27/2000
	 	 
	 	 
	 	/s/ John S. Cain 
	 	John S. Cain, Trustee of Trust for Caroline M. Cain U/A 12/27/2000
	 	 
	 	 
	 	/s/ John S. Cain 
	 	John S. Cain, Trustee of Trust for Mary J. Cain U/A 10/5/2004


 


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Voting and Support Agreement]










    	 



    	 



    

 








	 	STOCKHOLDERS:
	 	 	 
	 	 	 
	 	/s/ Ruth M. Doering 
	 	Ruth M. Doering
	 	 	 
	 	 	 
	 	/s/ Ruth M. Doering 
	 	Ruth M. Doering, Trustee of the Ruth M. Doering Revocable Trust Agreement dated March 30, 2000
	 	 	 
	 	 	 
	 	Doering Family Limited Partnership
	 	 	 
	 	 	 
	 	By: 	/s/ Ruth M Doering
	 	Name: 	Ruth M Doering
	 	Title: 	Managing Member


 





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	 	STOCKHOLDERS:
	 	 
	 	 
	 	/s/ Martin J. Gerrety 
	 	Martin J. Gerrety
	 	 
	 	 
	 	/s/ Lynda M Gerrety 
	 	Lynda M Gerrety


 







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	 	STOCKHOLDERS:
	 	 
	 	 
	 	/s/ Barry Kienzle 
	 	Barry Kienzle
	 	 
	 	 
	 	/s/
    Mary Jo Kienzle 
	 	Mary Jo Kienzle










 


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	 	STOCKHOLDERS:
	 	 
	 	 
	 	/s/ John Miracle
	 	John Miracle
	 	 
	 	 
	 	/s/
    Geraldine Miracle 
	 	Geraldine Miracle
	 	 
	 	 
	 	/s/ John E Miracle 
	 	John E Miracle, Trustee of the Irrevocable Trust Agreement for Alexandra Lauren Niemeyer dated June 3, 1998







 


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Voting and Support Agreement]


 




    	 



    	 



    

 





	 	STOCKHOLDERS:
	 	 	 
	 	 	 
	 	/s/ Mary Sue Rudicil 
	 	Mary Sue Rudicill
	 	 	 
	 	 	 
	 	/s/ William A Rudicill 
	 	William A Rudicill
	 	 	 
	 	 	 
	 	Belleview Sand & Gravel Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Mary Sue Rudicil
	 	Name: 	Mary Sue Rudicill
	 	Title: 	Chairman of the Board


 










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Voting and Support Agreement]


 






    	 



    	 



    

 











	 	STOCKHOLDERS:
	 	 
	 	 
	 	/s/ James C Votruba 
	 	James C Votruba
	 	 
	 	 
	 	/s/ James C. Votruba 
	 	James C. Votruba, Trustee of James C. Votruba 

Trust U/A Dated 01/09/1996


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Voting and Support Agreement]


 




    	 



    	 



    

 





	 	STOCKHOLDERS:
	 	 	 
	 	 	 
	 	/s/ Herbert H. Work 
	 	Herbert H. Work
	 	 	 
	 	 	 
	 	Boone-Kenton Lumber and Building Supply Company
	 	 	 
	 	 	 
	 	By:	/s/ Herbert H. Work
	 	Name: 	Herbert H Works
	 	Title: 	President


 










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Voting and Support Agreement]


 




    	 



    	 



    

 








	 	STOCKHOLDERS:
	 	 
	 	 
	 	/s/ Robert W. Zapp 
	 	Robert W. Zapp
	 	 
	 	 
	 	/s/ Nancy Ann Zapp 
	 	Nancy Ann Zapp


 


[Signature Page to
Voting and Support Agreement]




 







    	 



    	 



    

 


Exhibit A


 


	Directors and Executive Officers	Name of Shareholder (Note)	Number of Owned Shares
	 	 	 
	Charles M. Berger	Charles Berger	12,542
	 	Charles Berger & Sharon Berger, JT TEN	628
	 	Sharon Berger	11,639
	 	Berger-Collins, LLC (Charles M Berger, managing member)	15,000
	 	 	 
	John S. Cain	John Cain	2,579
	 	John Cain & Carla Cain, JT TEN	114,561
	 	John S. Cain, Trustee of Trust for Addison D. Cain, U/A 12/27/2000 (John S. Cain, Trustee)	11,614
	 	John S. Cain, Trustee of Trust for Hannah M. Cain U/A 12/27/2000 (John S. Cain, Trustee)	11,614
	 	John S. Cain, Trustee of Trust for Caroline M. Cain U/A 12/27/2000 (John S. Cain, Trustee)	11,614
	 	John S. Cain, Trustee of Trust for Mary J. Cain U/A 10/5/2004 (John S. Cain, Trustee) 	11,614
	 	 	 
	Ruth M. Doering	Ruth M. Doering	2,173
	 	Ruth M. Doering, Trustee of the Ruth M. Doering Revocable Trust Agreement dated March 30, 2000 (Ruth M. Doering, Trustee)	4,060
	 	Doering Family Limited Partnership (Ruth M Doering, managing member) 	101,818
	 	 	 
	Martin J. Gerrety	Martin J. Gerrety	1,004
	 	Lynda M Gerrety 	3,366
	 	 	 
	Barry J. Kienzle	Barry Kienzle	13,305
	 	Mary Jo Kienzle	3,785
	 	 	 
	John E. Miracle	John Miracle	124,799
	 	Geraldine Miracle	38,378
	 	John Miracle & Geraldine Miracle	3,180
	 	John E Miracle, Trustee of the Irrevocable Trust Agreement for Alexandra Lauren Niemeyer dated June 3, 1998 (John E Miracle, Trustee)	1,220
	 	 	 
	Mary Sue Rudicill	Mary Sue Rudicill	51,362
	 	Mary Sue Rudicill & William A Rudicill JT TEN	15,230
	 	Belleview Sand & Gravel Inc. (Mary Sue Rudicill, Chairman of the Board)	13,500
	 	 	 
	James C. Votruba	James C Votruba	481
	 	James C. Votruba Trust U/A Dated 01/09/1996 (James C. Votruba, Trustee)	2,200
	 	 	 
	Herbert H. Works	Herbert H. Works	34,537
	 	Boone-Kenton Lumber and Building Supply Company (Herbert H Works, President)	2,000
	 	 	 
	Robert W. Zapp	Robert W. Zapp	98,185
	 	Robert W. Zapp & Nancy Ann Zapp	40,965
	 	Nancy Ann Zapp	39,364