Exhibit 10.2 


 BB&T CORPORATION

2012 INCENTIVE PLAN


Restricted Stock Unit Agreement 


(Tier 2 Employee)


 


	 	 
	Grant Date:	______________
	Dates Vested (Subject to Section 3):	
        ______________ as to 33 1/3% of the Award

        ______________ as to 33 1/3% of the Award

        ______________ as to 33 1/3% of the Award



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


RECITALS:


BB&T desires
to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of BB&T Common Stock, $5.00
par value per share (the “Common Stock”), as hereinafter provided.


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


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


2.                 
Grant of Restricted Stock Unit. Subject to the terms of this Agreement and the Plan, BB&T hereby grants the
Participant a Restricted Stock Unit (the “Award”) for the number of whole shares of Common Stock (the “Shares”)
specified in the Notice of Grant. The “Restriction Period” is the period beginning on the Grant Date and ending
on such date or dates, and satisfaction of such conditions, as described in Section 3 and Section 4 herein. For the purposes herein,
the Shares subject to the Award are units that will be reflected in a book account maintained by BB&T and that will be settled
in whole shares of Common Stock, if and to the extent permitted pursuant to this Agreement and the Plan. Prior to distribution
of the Shares upon




    	 



    	 



    

vesting of the Award, the Award shall
represent an unsecured obligation of BB&T, payable (if at all) only from BB&T’s general assets.


3.                 
Vesting of Award. Subject to the terms of the Plan, this Agreement (including but not limited to the provisions
of Section 4 and Section 5 herein), and the Performance Vesting Condition as defined below, the Award shall vest and become earned
as follows: 33 1/3% on the first (1st) year anniversary of the Grant Date; 33 1/3% on the second (2nd) year anniversary of the
Grant Date; and 33 1/3% on the third (3rd) year anniversary date of the Grant Date. As used herein, “Performance Vesting
Condition” means, for any vesting year during the three (3) year vesting period, that the Administrator has not determined
that all or any part of the unvested Award be cancelled as a result of either (i) a significant, negative risk outcome resulting
from the Participant’s action that triggers a retrospective review by management, or (ii) the Participant’s Line of
Business incurring an operating loss for the fiscal year ending in the vesting year. As used herein, “Line of Business”
means a profit center or business unit of BB&T or an Affiliate to which the Participant is assigned as an Employee, or in the
absence of such an assignment, subsection (ii) of the definition of Performance Vesting Condition shall be inapplicable. The term
“fiscal year” means the calendar fiscal year of BB&T. The term “vesting year” means the
twelve- (12-) month period ending on each anniversary of the Grant Date. The Administrator (or its designee as provided in the
Plan) 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.                 
Termination of Employment; Forfeiture of Award; Effect of Change of Control.


(a)              
Except as may be otherwise provided in the Plan or Section 4(b) of this Agreement, 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 or the Shares underlying the
Award. The Administrator (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a
Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority
to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees
that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of
the Award and the underlying Shares to the extent the Award has not vested as of the Participant’s termination of employment
date. As used in this Agreement, the phrase “termination of employment” means a Separation from Service.


(b)              
Notwithstanding the provisions of Section 3 and Section 4(a), the following provisions shall apply if any of the following
shall occur prior to the third (3rd) year anniversary of the Grant Date:


		(i)	Involuntary Termination Without Cause. In the event that the Participant’s
employment with BB&T or an Affiliate is involuntarily terminated for reasons other than Cause (as defined herein), the Award
shall become fully vested as of the Participant’s termination of employment date without regard to the vesting





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schedule set forth in Section 3
herein. For purposes of this Agreement, a termination shall be for “Cause” if the termination is on account
of the Participant’s (a) dishonesty, theft or embezzlement; (b) refusal or failure to perform the Participant’s
assigned duties for BB&T or an Affiliate in a satisfactory manner; or (c) engaging in any conduct that could be materially
damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T
or any of its Affiliates. The determination of 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.


		(ii)	Death. In the event that the Participant remains in the continuous employ of BB&T
or an Affiliate from the Grant Date until the Participant’s death, the Award shall become fully vested as of the date of
death without regard to the vesting schedule set forth in Section 3 herein.



		(iii)	Disability. In the event that the Participant remains in the continuous employ of
BB&T or an Affiliate from the Grant Date until the date of the Participant’s Disability (as determined by the Administrator
or its designee in accordance with the Plan and, if applicable, Section 409A) the Award shall become fully vested as of the Participant’s
Separation from Service on account of Disability without regard to the vesting schedule set forth in Section 3 herein.



		(iv)	Change of Control.



		(A)	In the event that there is “Change of Control,” as defined in Section 4(b)(iv)(B),
of BB&T subsequent to the date hereof, the Award shall be payable in accordance with this Agreement and (subject to Section
4(b)(iv)(C) herein) become fully vested as of the effective date of such event without regard to the vesting schedule set forth
in Section 3 herein.



		(B)	For purposes of this Section 4(b)(iv), a “Change of Control” will be deemed
to have occurred on the earliest of the following dates: (i) the date any person or group of persons (as defined in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), together with its affiliates,
excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more
of the





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combined voting power of BB&T’s
then outstanding securities; or (ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities
of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation
or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve-
(12-) month period during the Restriction 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;
(iii) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially
all of BB&T’s assets within the meaning of Section 409A; or (iv) the date that any one person, or more than one person
acting as a group, acquires ownership of stock of BB&T that, together with stock held by such person or group constitutes more
than fifty percent (50%) of the total fair market value or total voting power of the stock of BB&T within the meaning of Section
409A.


		(C)	Notwithstanding Section 4(b)(iv)(B) above, the term “Change of Control” shall not include
any event that is a “Merger of Equals.” For purposes of the Plan and this Agreement, the term “Merger of Equals”
means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions
of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of
such event: (i) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control
event, approved the event; (ii) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately
after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty
percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after
the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock
and voting securities of BB&T immediately before the consummation of such event in substantially the same





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proportions as their respective
direct or indirect ownership immediately before such event of the common stock and voting securities of BB&T, respectively;
(iii) at least fifty percent (50%) of the directors of the surviving corporation immediately after the event shall be composed
of directors who were Directors or Continuing Directors immediately before the event; and (iv) the person who was the Chief Executive
Officer (“CEO”) of BB&T immediately before the event shall be the CEO of the surviving corporation immediately
after the event. If a transaction constitutes a Merger of Equals, then, notwithstanding the provisions of Section 4(b)(iv)(B) 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 Section 3 and Section 4 herein.


		(v)	Retirement. In the event that the Participant remains in the continuous employ of
BB&T or an Affiliate from the Grant Date until the Participant’s termination of employment due to Retirement, the Award
shall become fully vested as of the date of the Participant’s termination of employment due to Retirement without regard
to the vesting schedule set forth in Section 3 herein if, and only if, the Participant has completed at least six (6) calendar
months of continuous employment after the Grant Date (beginning with the first day of the calendar month following the Grant Date
and ending on the last working day of the sixth (6th) calendar month).



5.                 
Settlement of Award and Distribution of Shares.


(a)              
Upon vesting, the Award shall be payable in whole shares of Common Stock. Fractional Shares shall not be issuable hereunder,
and unless the Administrator determines otherwise, any such fractional Share shall be disregarded.


(b)              
Shares of Common Stock subject to the Award shall, upon vesting of the Award be issued and distributed to the Participant
(or if the Participant is deceased, to the Participant’s beneficiary or beneficiaries) in a lump sum within ninety (90) calendar
days after the end of the Restriction Period (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
(7th) 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 (7th) month following
Separation from Service), in each case except as may be otherwise permitted under Section 409A.




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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 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. The Participant
shall not sell, transfer, assign, pledge or otherwise encumber the Shares subject to the Award until the Restriction Period has
expired and all conditions to vesting and distribution have been met.


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 this Agreement by the
Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing,
the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent
necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal
securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.


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




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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; Fees.


(a)              
BB&T shall report all income and prior to the delivery or transfer of Shares or any other benefit conferred under
the Plan, BB&T or its agent shall withhold all required local, state, federal, foreign and other income tax obligations and
any other amount required to be withheld by any governmental authority or law and paid over by BB&T to such authority for the
account of such recipient. In accordance with procedures established by the Administrator, the Participant may arrange to pay all
applicable taxes in cash. In the event the Participant does not make such arrangements, such tax obligations shall be satisfied
by the withholding of Shares to which the Participant is entitled. The number of Shares 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.


(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 issuance, transfer or disposition of Shares (or any other benefit)
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 (including
but not limited to the acquisition or disposition of the Shares subject to the Award) and that the Participant should consult a
tax advisor prior to such acquisition or disposition. 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.


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


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.




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Any interpretation of this Agreement
by the Administrator and any decision made by it with respect to this Agreement is 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. BB&T may impose such restrictions on the Award and
the Shares or other benefits underlying 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. 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 Shares 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.




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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.


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 Restriction
Period for determining the Award; (c) extending the Restriction 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 the Affiliate is not otherwise subject to on the Grant Date because of, any current or future United
States law, rule, regulation, or other authority, then this Agreement shall automatically terminate effective as of the Grant Date
and the




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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.


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


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