Exhibit 10.1


BB&T CORPORATION

2012 INCENTIVE PLAN


LTIP Award Agreement 


(Senior Executive)


 


 


	Name of Participant:	<<First Name>> <<MI>> <<Last Name>> 
	Grant Date:	February 25, 2014
	Performance Period:	January 1, 2014 through December 31, 2016


THIS AGREEMENT
(the “Agreement”), made effective as of February 25, 2014 (the “Grant Date”), between BB&T
CORPORATION, a North Carolina corporation (“BB&T”), and <<First Name>> <<MI>>
<<Last Name>>, an Employee (the “Participant”).


RECITALS:


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


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


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


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


(a)              
Performance Period. The performance period (“Performance Period”) for the Award shall be January
1, 2014 through December 31, 2016.


(b)              
Partial Performance Period.


		(i)	(1)  Death or Disability. If the Participant ceases to be a Participant in
the Plan during the Performance Period due to the Participant’s termination of employment due to death or Disability, the
Participant’s Award for the Performance Period shall be payable in accordance with this Agreement, based solely upon the
attainment of the Absolute Performance Goal and at least the





    	 



    	 



    

Threshold Level of Achievement as
provided in Section 2(c) herein, and prorated to reflect such Participant’s actual number of full months of employment during
the Performance Period; provided that, for the avoidance of doubt, in the case of a Change of Control, the Performance Period shall
end as of the date of the Change of Control and payment shall be made (for Participants who are not Employees on the date of the
Change of Control), within ninety (90) calendar days following a Change of Control as provided in Section 5(b) herein, calculated
as provided in Section 2(b)(i)(3) below. For the avoidance of doubt, the phrase “termination of employment” means a
Separation from Service.


(2)Involuntary Termination Without
Cause and Retirement. If the Participant ceases to be a Participant in the Plan during the Performance Period due to the Participant’s
termination of employment (A) involuntarily by the Company and/or its Affiliates without Cause, or (B) due to Retirement, the Participant’s
Award for the Performance Period shall be payable in accordance with this Agreement, based solely upon the attainment of the Absolute
Performance Goal and at least the Threshold Level of Achievement as provided in Section 2(c) herein, and prorated to reflect such
Participant’s actual number of full months of employment during the Performance Period; provided that, for the avoidance
of doubt, in the case of a Change of Control, the Performance Period shall end as of the date of the Change of Control and payment
shall be made (for Participants who are not Employees on the date of the Change of Control), within ninety (90) calendar days following
a Change of Control as provided in Section 5(b) herein, calculated as provided in Section 2(b)(i)(3) below. A termination shall
be for “Cause” if the termination of the Participant’s employment by the Company and/or its Affiliates
is on account of the Participant’s (x) dishonesty, theft or embezzlement; (y) refusal or failure to perform the Participant’s
assigned duties for BB&T or an Affiliate in a satisfactory manner; or (z) engaging in any conduct that could be materially
damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T
or any of its Affiliates. The determination of whether termination is for Cause shall be made by the Administrator (or its designee,
to the extent permitted under the Plan), and its determination shall be final and conclusive. For the avoidance of doubt, the phrase
“termination of employment” means a Separation from Service.


 


(3)Change of Control. If,
while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall,
notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the




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Change of Control and the Participant’s
Award shall be paid within ninety (90) calendar days following a Change of Control as provided in Section 5(b) herein, calculated
based on the Participant’s base salary received during the shortened Performance Period (that commenced on January 1, 2014,
and ended on the date of the Change of Control) averaged over the original three (3) year Performance Period (“Averaged
Base Salary”) as follows:


(aa)the Participant’s
Averaged Base Salary shall first be multiplied by the Participant’s Target % to arrive at a dollar amount (the “Product”);


(bb) the Product
shall then be divided by the number of months in the shortened Performance Period to arrive at a dollar amount (the “Quotient”);


(cc) provided
that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar years during such shortened Performance
Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of
Section 2(c)(i)(aa) shall be deemed to be met), Participant’s Award shall be the sum of (1) and (2) as follows (and payable
in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period,
an Award amount shall be calculated by multiplying the Quotient by the number of months in the completed calendar year(s) and then
by the actual Level of Achievement attained during such completed calendar year(s); and (2) for a partially completed calendar
year in which a Change of Control occurs, an Award amount calculated by multiplying the Quotient by the number of months in the
partially completed calendar year and then by the Target Level of Achievement.


		(ii)              	(1) For purposes of Section 2(b)(i)(3) above, a “Change of Control” will
                                                                                                                                                                                                                            be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in
                                                                                                                                                                                                                            Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together
                                                                                                                                                                                                                            with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly,
                                                                                                                                                                                                                            the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T
                                                                                                                                                                                                                            representing thirty percent (30%) or more of the combined voting power of BB&T’s then outstanding securities; or
                                                                                                                                                                                                                            (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than
                                                                                                                                                                                                                            such an offer by BB&T for its own securities), or as a result of a





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proxy contest, merger, consolidation
or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve-
(12-) month period during the Performance Period of the Award constituted BB&T’s Board, plus new directors whose election
or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still
in office who were directors at the beginning of such twelve- (12-) month period (collectively, the “Continuing Directors”),
cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors;
(C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially
all of BB&T’s assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person
acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more
than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section
409A.


(2)Notwithstanding Section 2(b)(i)(3)
and (ii)(1) above, the term “Change of Control” shall not include any event that is a “Merger of Equals.”
For purposes of the Plan and this Agreement, the term “Merger of Equals” means any event that would otherwise
qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits,
annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T
or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at
least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event,
together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting
power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or
indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately
before the consummation of such event in substantially the same proportions as their respective direct or indirect ownership immediately
before such event of the common stock and voting securities of BB&T, respectively; (C) at least fifty percent (50%) of the
directors of the surviving corporation immediately after the event shall be composed of directors who were Directors or Continuing
Directors immediately before the event; and (D) the person who was the Chief Executive Officer (“CEO”) of BB&T
immediately before the event shall be the CEO




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of the surviving corporation immediately
after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 2(b)(i)(3) and
(ii)(1) above, the vesting of the Award will not be accelerated due to the Merger of Equals, but the Award shall instead continue
to vest, if at all, in accordance with the provisions of Sections 2, 3 and 4 herein.


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


		(i)	Performance Measures:



(aa) Absolute Performance
Goal: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance
with United States generally accepted accounting principles (“BB&T GAAP ROCE”) must be at least three percent
(3%), and if less than three percent (3%) there will not be an Award payout.


(bb) Relative Performance
Goal: If the Absolute Performance Goal is achieved, the next Performance Measure shall be BB&T GAAP ROCE relative to the
average, by company, return on shareholders’ common equity achieved by each company of the Peer Group during the Performance
Period (“Peer Group GAAP ROCE”).


		(ii)	For purposes of the Relative Performance Goal of the Award, there shall be levels of achievement
(“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”),
and maximum (“Maximum”). The Threshold Level of Achievement shall be a BB&T GAAP ROCE of the twenty-fifth
(25th) percentile of the Peer Group GAAP ROCE; the Target Level of Achievement shall be a BB&T GAAP ROCE of the fiftieth (50th)
percentile of the Peer Group GAAP ROCE; and the Maximum Level of Achievement shall be a BB&T GAAP ROCE of the sixty-second
and a half (62.5) percentile of the Peer Group GAAP ROCE. The Levels of Achievement range from the Threshold Level of Achievement
to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made
a part hereof.



		(iii)	For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart,
there will not be an Award payout if the Threshold Level of Achievement is not attained for the





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Performance Period. If the Threshold
Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be fifty percent (50%) of
the Participant’s Target %. If the Target Level of Achievement is attained for the Performance Period, the Award payout to
the Participant will be one hundred percent (100%) of the Participant’s Target %. If the Maximum Level of Achievement is
attained for the Performance Period, the Award payout to the Participant will be one hundred twenty-five percent (125%) of the
Participant’s Target %.


		(iv)	The projected Award payout to the Participant, if either the Target Level of Achievement or if
the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions
concerning the Participant’s base salary for 2014, 2015 and 2016):



	2014 Base Salary[1]	2015 Base Salary1	2016
    Base Salary1	
        Participant’s

        Target %
	Target
    Payout (if Target Level of Achievement 
Attained)2       	Maximum
    Payout (if Maximum Level of Achieve-
ment is Attained)2
	$________	$________	$________	_______%	$____________[3]	
        $____________3

         




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



 


3.                 
Vesting of Award. Subject to the terms of the Plan and the Agreement (including but not limited to the provisions
of Sections 2, 4 and 5 herein), the Award shall be 100% vested and earned on January 1, 2017, following the December 31, 2016 expiration
of the Performance Period. The Administrator has sole authority to determine whether and to what degree the Award has vested and
is payable and to interpret the terms and conditions of this Agreement and the Plan.


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


 






	1	Solely for illustration purposes, projections assume certain salary increases on April 1st of each year. Projections
do not reflect negative discretion reductions by the Administrator.
	2	The projected payouts will change based upon the Participant’s actual base salary for 2014, 2015 and 2016.
	3	Pursuant to the terms of the Plan, in the Administrator’s discretion the Award may be payable in cash, in shares of Common
Stock, or in a combination of both.














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to determine if a Participant’s
rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis
for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise
provided in this Agreement, the termination of the Participant’s employment shall result in forfeiture of the Award and any
underlying payout to the extent the Award has not vested as of the Participant’s termination of employment date.


5.                 
Award Payout.


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


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


6.                 
No Right to Continued Employment or Service. Neither the Plan, the grant of the Award, nor any other action related
to the Plan shall confer upon the Participant any right to continue in the employment or service of BB&T or an Affiliate or
affect in any way with the right of BB&T or an Affiliate to terminate the Participant’s employment or service at any
time. Except as otherwise expressly provided in the Plan or this Agreement or as determined by the Administrator, all rights of
the Participant with respect to the Award shall terminate upon termination of the employment or service of the Participant with
BB&T or an Affiliate. The grant of the Award does not create any obligation on the part of BB&T or an Affiliate to grant
any further awards. So long as the Participant shall continue to be an Employee of BB&T or an Affiliate, the Award shall not
be affected by any change in the duties or position of the Participant.


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




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


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


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


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


12.             
Withholding; Tax Matters.


(a)              
BB&T or an Affiliate shall report all income and withhold all required local, state, federal, foreign income and
other taxes and any other amounts required to be withheld by any governmental authority or law from any amount payable in cash
with respect to the Award. Prior to the delivery or transfer of any shares of Common Stock or any other benefit conferred under
the Plan, BB&T shall require the Participant to pay to BB&T in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by BB&T or an Affiliate to such authority for the account of such recipient.
Notwithstanding the foregoing, the Administrator may establish procedures to permit a recipient to satisfy such obligation in whole
or in part, and any local, state, federal, foreign or other income, employment




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and other tax obligations relating to
the Award, by electing (the “election”) to have BB&T withhold shares of Common Stock from any shares of
Common Stock to which the recipient is entitled. The number of shares of Common Stock to be withheld shall have a Fair Market Value
as of the date that the amount of tax to be withheld is determined as nearly equal as possible to the amount of such obligations
being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established
by the Administrator.


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


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


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


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


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




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issued pursuant to the Award in such
form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.


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


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


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


20.             
Adjustment of Award.


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


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




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21.             
 Award Conditions.


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


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


 


[Signature Page to Follow]




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


 


	
        BB&T CORPORATION

         

        

         

	By:	 
	 
	PARTICIPANT
	 
	 
	


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

         




 




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EXHIBIT A


TO


BB&T CORPORATION


2012 INCENTIVE PLAN


LTIP Award Agreement


(Senior Executive)


 


 


(January 1, 2014 through December 31,
2016 Performance Period - 2017 Payout)


 


 


1.Absolute Performance Goal:
The Absolute Performance Goal is an average BB&T GAAP ROCE of three percent (3%) for the Performance Period.


 


2.Relative Performance
Goal: If the Absolute Performance Goal is achieved, the Award payout for the Performance Period will then be evaluated
by the Administrator against the Peer Group based upon BB&T GAAP ROCE relative to Peer Group GAAP ROCE pursuant to the following:


 


	Level of 
Achievement	
        Percentile Performance

        (BB&T GAAP ROCE 

        Relative to 

        Peer Group GAAP ROCE)
	
        Payout Percent of 

        Participant’s Target %

	 	 	 
	Threshold	25th	50%
	 	30th	60%
	 	35th	70%
	 	40th	80%
	 	45th	90%
	Target	50th	100%
	 	55th	110%
	 	60th	120%
	Maximum	62.5 or greater	125%


 


 


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


 


Straight line interpolation will be used to
calculate payout percentages not specifically listed in the “Payout Percent” column above. For performance that is
less than the 25th percentile, the payout percentage is 0%.


 


 


A-1