Exhibit 10.5


 


2014 


EMPLOYMENT AGREEMENT


 


This 2014 EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of January, 2014, (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 ROBERT J. JOHNSON, JR., 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, amended effective September 1, 2010, and further
amended effective December 1, 2010 (as amended, the “Predecessor Agreement”), Executive was previously
employed as a Executive Vice President and Secretary of BBTC; and


WHEREAS,
effective January 1, 2014, Executive became employed as a Senior Executive Vice President and General Counsel of BB&T; and


WHEREAS,
effective January 1, 2014, Executive became employed as a Senior Executive Vice President and General Counsel of 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 as (i) 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.


1.2             
Duties. Executive shall serve as a Senior Executive Vice President and
General Counsel of BB&T and BBTC, and shall report to a designated Senior Executive Vice President of BB&T and President
of BBTC (currently, Robert E. Greene) of Employer through March 31, 2014, and effective April 1, 2014 to the Chief Operating Officer
of BB&T and BBTC (currently Christopher L. Henson).  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 designated Senior Executive Vice President 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, 2014, 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.


1.4.1       
Base 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 Three Hundred Eighty Thousand Dollars ($380,000) (the “Base Salary”), payable in equal
cash




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installments in accordance with Employer’s
regular payroll practices, but no less frequently than monthly. The 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.


1.4.2       
Incentive 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.


1.4.3       
Employee 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.




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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 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 




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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 and General Counsel of Employer; or



		(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




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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 comply with Executive’s Section 2 covenants (including, without limitation, compliance with the nonsolicitation
covenant 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 nonsolicitation covenant 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 





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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 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
this 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 Executive’s Section 2 covenants (including, without limitation,
compliance with the 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).








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		(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 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
this 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 





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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 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 nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section
2 of this Agreement, exclusive of the 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 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:







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		(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
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             
Nonsolicitation. 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 and General Counsel 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:







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		(i)	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 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;



		(ii)	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



		(iii)	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 







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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 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 







    	- 12 -



    	 



    

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 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.


2.8             
Duties as a Lawyer. Notwithstanding any other provision in this Agreement
to the contrary, this Agreement does not apply to duties or actions of Executive, during the Term or thereafter, to the extent
that Executive’s duties or actions are undertaken as a lawyer and to the extent that such duties or actions are subject to
the law and rules governing lawyers, including, without limitation, the Rules of Professional Conduct of The North Carolina State
Bar. By way of illustration and not of limitation, such law and rules include a lawyer’s duty not to reveal information acquired
during the professional relationship with a client even if that duty is (i) more broad or of greater duration than any confidentiality
requirement in this Agreement and/or 




    	- 13 -



    	 



    

(ii) subject to exceptions in the law of professional ethics, such as those in Rule 1.6 of
the Rules of Professional Conduct of The North Carolina State Bar (for example, disclosure “to respond to allegations in
any proceeding concerning the lawyer’s representation of the client”). By way of further illustration and not of limitation,
this Agreement will apply to Executive’s solicitation of employment that would include Executive’s provision of advice
or work on banking or business or other nonlegal services, but would not apply to Executive seeking retention as a lawyer providing
legal services. Executive shall not be required to comply with any request, instruction, order, or requirement by, or of, Employer
that (i) either would result, or in the reasonable opinion of Executive could result, in a violation by Executive of the Rules
of Professional Conduct of The North Carolina State Bar (whether or
not Executive is a member of the North Carolina State Bar) or the rules of professional conduct of any other state bar applicable
to Executive; or (ii) would prevent, or in the reasonable opinion of Executive could prevent, Executive from complying with obligations
(including, without limitation, applicable reporting obligations of violations) of rules of professional conduct applicable to
attorneys.


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 facsimile 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:


 


 


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: Chief Operating Officer


 


 


Each such notice, request, demand or other
communication shall be effective (i) if given by mail, seventy-two (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 







    	- 14 -



    	 



    

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 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 







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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.


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 





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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



		(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




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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.


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.




    	- 18 -



    	 



    

 


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.


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 




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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 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 




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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 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, 







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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.


 







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:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	ROBERT J. JOHNSON, JR.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	Signature
	 	 	 	 	 
	 	 	 	Date:	 
	 	 	 	 	 


 


 


 








 


 


 


 


 


 


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