BB&T CORP
AMENDED AND RESTATED EMPLOYMENT AGREEMENT-CLARKKE STARNES III
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<TYPE>EX-10.29
<SEQUENCE>9
<FILENAME>dex1029.htm
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT-CLARKKE STARNES III
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<TITLE>AMENDED AND RESTATED EMPLOYMENT AGREEMENT-CLARKKE STARNES III</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.29 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>EMPLOYMENT AGREEMENT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:3px; text-indent:4%;line-Height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2"><B>THIS EMPLOYMENT AGREEMENT</B> (the or
this &#147;Agreement&#148;), dated as of the 13th day of February, 2007, to be effective as of the 1</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>st</SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"> day of
February, 2007, by and among <B>BB&amp;T CORPORATION</B>, a North Carolina corporation (&#147;BB&amp;T&#148;), <B>BRANCH BANKING AND TRUST COMPANY</B>, a North Carolina chartered commercial bank (the &#147;Employer&#148;), and <B>CLARKE R. STARNES,
III</B> (the &#147;Employee&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>R</U> <U>E</U> <U>C</U> <U>I</U> <U>T</U> <U>A</U> <U>L</U> <U>S</U>: </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">BB&amp;T, the Employer and its Affiliates (as defined in Section&nbsp;2a) are engaged in the banking and financial services business. The Employee is
experienced in, and knowledgeable concerning, the material aspects of such business. The Employee heretofore has been employed as an Executive Vice President of the Employer pursuant to the terms of an Employment Agreement dated effective as of
May&nbsp;1, 2005 (the &#147;Predecessor Agreement&#148;). BB&amp;T and the Employer desire to employ the Employee as a Senior Executive Vice President of both BB&amp;T and the Employer and the Employee desires to be employed by BB&amp;T and the
Employer in each such capacity. Furthermore, BB&amp;T and the Employer desire to provide the Employee certain disability, severance and supplemental retirement benefits in addition to those provided by the employee benefit plans of BB&amp;T and the
Employer. BB&amp;T, the Employer and the Employee desire to provide for the employment of the Employee as a Senior Executive Vice President of both BB&amp;T and the Employer pursuant to the terms of this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>NOW, THEREFORE,</B> in consideration of the mutual covenants and obligations contained herein and the compensation BB&amp;T and the Employer agree
herein to pay the Employee, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BB&amp;T, the Employer and the Employee agree as follows: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>1. <U>Effect of Prior Agreements</U>.</B> This Agreement expresses the whole and entire agreement between the parties with reference to the employment
and service of the Employee and supersedes and replaces any prior employment agreements (including, without limitation, the Predecessor Agreement), understandings or arrangements (whether written or oral) among BB&amp;T, the Employer and the
Employee. Without limiting the foregoing, the Employee agrees that this Agreement satisfies any rights he may have had under any prior agreement or understanding with the Employer and BB&amp;T with respect to his employment by the Employer and
BB&amp;T. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>2. <U>Definitions</U>.</B> Wherever used in this Agreement, including, but not limited to, the Recitals, Sections 1 and 2,
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): </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>a. &#147;Affiliate&#148;</B> means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, another Person. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>b. &#147;Change of Control&#148;</B> means the earliest of the following dates: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the date any person or group of persons (as defined in Section&nbsp;13(d) and 14(d) of the Securities Exchange Act of 1934) together
with its Affiliates, excluding employee benefit plans of the Employer or BB&amp;T, is or becomes, directly or indirectly, the &#147;beneficial owner&#148; (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities
of the Employer or BB&amp;T representing twenty percent (20%)&nbsp;or more of the combined voting power of the Employer&#146;s or BB&amp;T&#146;s then outstanding voting securities (excluding the acquisition of securities of the Employer by an
entity at least eighty percent (80%)&nbsp;of the outstanding voting securities of which are, directly or indirectly, beneficially owned by BB&amp;T); or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&amp;T (other than such an offer by BB&amp;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&amp;T&#146;s Board of Directors, plus new directors whose
election or nomination for election by BB&amp;T&#146;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 (&#147;Continuing Directors&#148;), cease
for any reason during such two-year period to constitute at least two-thirds (2/3)&nbsp;of the members of such Board of Directors; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(iii) the date the shareholders of BB&amp;T approve a merger, share exchange or consolidation of BB&amp;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&amp;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%)&nbsp;of the combined voting power of the voting securities of BB&amp;T or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) the date the shareholders of BB&amp;T approve a plan of complete liquidation or winding-up of BB&amp;T or an agreement for the sale
or disposition by BB&amp;T of all or substantially all of BB&amp;T&#146;s assets; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) the date of any event (other than
a &#147;merger of equals&#148; as hereinafter described in this subparagraph b) which BB&amp;T&#146;s Board of Directors determines should constitute a Change of Control. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding the foregoing, the term &#147;Change of Control&#148; shall not include any event which the Board of
Directors of BB&amp;T (or, if the event described in clause (ii)&nbsp;above 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 &#147;merger of equals&#148; (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 &#147;MOE Revocation&#148;). The parties to this Agreement agree that any determination concerning whether a transaction is a &#147;merger of equals&#148;
shall be solely within the discretion of the Board of Directors of BB&amp;T or a majority of the Continuing Directors, as the case may be. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2"><B>c. &#147;Code&#148; </B>means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2"><B>d. &#147;Commencement Month&#148;</B> means the first day of the calendar month next following the month in which falls the Employee&#146;s Termination Date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2"><B>e. &#147;Compensation Continuance Period&#148;</B> means the period of time over which the Employee is receiving Termination Compensation pursuant to the provisions of Section&nbsp;8. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>f. &#147;Computation Period&#148;</B> means the twelve (12)&nbsp;consecutive month period beginning with the Commencement Month and each anniversary
of the Commencement Month. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>g. &#147;Confidential Information&#148;</B> means all non-public information that has been created,
discovered, developed or otherwise become known to the Employer, BB&amp;T or their Affiliates other than through public sources, including, but not limited to, all inventions, processes, data, computer programs, software, digital intellectual
property, marketing plans, customer lists, depositor lists, budgets, projections, new products, information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter&nbsp;66, &#167;&#167;152 to 162, and other information owned by the
Employer, BB&amp;T or their Affiliates which is not public information. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>h. &#147;Excise Tax&#148;</B> means the excise tax on excess
parachute payments under Section&nbsp;4999 of the Code (or any successor or similar provision thereof), including any interest or penalties with respect to such excise tax. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>i. &#147;Good Reason&#148;</B> means the occurrence of any of the following events without the Employee&#146;s express written consent: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) the assignment to the Employee of duties inconsistent with the position and status of the offices and positions of the Employer and/or
BB&amp;T held by the Employee as of February&nbsp;1, 2007; or </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) a reduction by the Employer or BB&amp;T in the Employee&#146;s pay grade or annual
base salary as then in effect; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) the exclusion of the Employee from participation in the Employer&#146;s or
BB&amp;T&#146;s employee benefit plans in effect as of, or adopted or implemented on or after, February&nbsp;1, 2007, as the same may be improved or enhanced from time to time during the Term; or </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) any purported termination of the employment of the Employee by the Employer or BB&amp;T which is not effected in accordance with this
Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>j. &#147;Just Cause&#148;</B> means one or more of the following: the Employee&#146;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 the Employer&#146;s or BB&amp;T&#146;s business; misappropriation of the Employer&#146;s or BB&amp;T&#146;s
assets (determined on a reasonable basis) or those of their Affiliates; or material breach of any other provision of this Agreement; provided, that the Employee has received written notice from the Employer or BB&amp;T of such material breach and
such breach remains uncured for a period of thirty (30)&nbsp;days after the delivery of such notice. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered &#147;willful&#148; unless it is done, or
omitted to be done, by the Employee in bad faith or without a reasonable belief that the Employee&#146;s action or omission was in the best interests of the Employer and BB&amp;T. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>k. &#147;Pension Plan&#148;</B> means the BB&amp;T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may be amended
from time to time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>l. &#147;Person&#148;</B> means any individual, person, partnership, limited liability company, joint venture,
corporation, company, firm, group or other entity. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>m. &#147;Term&#148;</B> means the term of the Employee&#146;s employment under this
Agreement as provided in Section&nbsp;4. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:3px; text-indent:8%;line-Height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2"><B>n. &#147;Termination Compensation&#148;</B> means a
monthly amount equal to one-twelfth (1/12</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">)&nbsp;of the highest amount of the annual cash compensation (including
cash bonuses and other cash-based benefits, including for these purposes amounts earned or payable whether or not deferred) received by the Employee during any one of the five (5)&nbsp;calendar years immediately preceding the calendar year in which
falls his Termination Date; provided, that if the cash compensation received by the Employee during the Termination Year exceeds the highest amount of the annual cash compensation received by him during any one of the immediately preceding five
(5)&nbsp;calendar years, the cash compensation received by the Employee during the Termination Year shall be deemed to be his highest amount of annual cash compensation. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>o. &#147;Termination Date&#148;</B> means the date the Employee&#146;s employment is terminated.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2"><B>p. &#147;Termination Year&#148;</B> means the calendar year in which falls the Employee&#146;s Termination Date. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>3. <U>Employment</U>.</B> During the Term (as defined in subparagraph m of Section&nbsp;2 and Section&nbsp;4), the Employee shall be employed as a
Senior Executive Vice President of both BB&amp;T and the Employer. The Employee shall have such duties and responsibilities as are commensurate with each such position. The Employee shall also serve on such committees and task forces of BB&amp;T and
the Employer, including, without limitation, the Executive Management Committee of BB&amp;T, as he may be appointed from time to time by BB&amp;T, the Employer or their Boards of Directors. Notwithstanding the foregoing, in no event shall the
failure to appoint or reappoint the Employee to any committee or task force of BB&amp;T or the Employer be treated as a breach of this Agreement by BB&amp;T or the Employer, or as a termination of the employment of the Employee. The Employee hereby
accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice, and direction of the Employer, BB&amp;T and their Boards of Directors. The Employee shall perform such duties as are customarily performed
by one holding such positions in other same or similar businesses or enterprises as that engaged in by the Employer and BB&amp;T, and shall also additionally render such other services and duties as may be reasonably assigned to him from time to
time by the Employer or BB&amp;T, consistent with his positions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>4. <U>Term of Employment</U>.</B> The Term shall commence as of
February&nbsp;1, 2007, and shall terminate on January&nbsp;31, 2012, unless extended or shortened as provided in this Agreement. As of the first day of each calendar month commencing March&nbsp;1, 2007, the Term shall be automatically extended,
without any further action by BB&amp;T, the Employer or the Employee, for an additional calendar month; provided, however, that on any one month anniversary date BB&amp;T, the Employer or the Employee may serve notice to the other parties to fix the
Term to a definite five-year 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 the Employee attains age sixty-five (65). The Term, as it may be extended pursuant to this Section&nbsp;4, or, as it may be shortened in accordance with Section&nbsp;7 or 8, is hereinafter referred to as the &#147;Term.&#148; </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>5. <U>Compensation</U>. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">a. For all
services rendered by the Employee to the Employer and BB&amp;T under this Agreement, the Employer or BB&amp;T shall pay to the Employee, during the Term, a minimum annual base salary at a rate not less than $279,999, payable in accordance with the
standard payroll practices and procedures of the Employer or BB&amp;T applicable to all officers. Any salary increase payable to the Employee shall be determined in accordance with the Employer&#146;s or BB&amp;T&#146;s annual salary plan, and shall
be based on the Employer&#146;s and/or BB&amp;T&#146;s performance and the performance of the Employee. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">b. The Employee shall continue to participate in any bonus or incentive plans, whether any such plan
provides for awards in cash or securities, made available to officers similarly situated to the Employee, as such plan or plans may be modified from time to time, or such other similar plans for which the Employee may become eligible and designated
a participant. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">c. Except as otherwise specifically provided in this Agreement, for as long as the Employee is employed by the Employer and
BB&amp;T, the Employee also shall be entitled to receive, on the same basis as other similarly situated officers of the Employer or BB&amp;T, employee pension and welfare benefits and group employee benefits such as sick leave, vacation, group
disability and health, life, and accident insurance and similar indirect compensation which the Employer or BB&amp;T may from time to time extend to its officers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">d. If, during the Term, the Employee becomes eligible for benefits under the Pension Plan and retires, the Employee shall be eligible to participate in the same retiree health care program provided to other retiring
employees at the time. During the Compensation Continuance Period, the Employee shall be deemed to be an &#147;active employee&#148; of the Employer for purposes of participating in the Employer&#146;s or BB&amp;T&#146;s health care plan and for
purposes of satisfying any age and service requirements under the Employer&#146;s or BB&amp;T&#146;s retiree health care program. Thus, if the Employee has not satisfied either the age or service requirement (or both) under the Employer&#146;s or
BB&amp;T&#146;s retiree health care program at the time payment of his Termination Compensation begins, but satisfies the age or service requirement (or both) at the time such Termination Compensation payments end, he shall be deemed to have
satisfied the age or service requirement (or both) for purposes of the Employer&#146;s or BB&amp;T&#146;s retiree health care program as of the date his Termination Compensation payments end. For purposes of satisfying any service requirement under
the Employer&#146;s or BB&amp;T&#146;s retiree health care program, the Employee shall be credited with one year of service for each Computation Period which begins and ends during the Compensation Continuance Period. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>6. <U>Covenants of the Employee</U>. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">a. To the extent and subject to the limitations provided in the following subsections of this Section&nbsp;6 (whichever subsection may be applicable), upon termination of the Employee&#146;s employment for any reason, including but not
limited to the expiration of the Term, the Employee shall not directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other individual or representative capacity whatsoever, engage in the banking
and financial services business, which includes, but it is not limited to, consumer, savings, commercial banking and the insurance and trust businesses, or the savings and loan or mortgage banking business, or any other business in which the
Employer, BB&amp;T or their Affiliates are engaged, anywhere in the States of North Carolina and South Carolina and in any county outside of North Carolina and South Carolina contiguous to North Carolina or South Carolina, nor shall the Employee
solicit, or assist any other Person in so soliciting, any depositors or customers of the Employer, BB&amp;T or their Affiliates, or induce any then or former employees to terminate their employment with the Employer, BB&amp;T or their Affiliates,
except that this Section&nbsp;6a shall not be read to prohibit the investment described in the last sentence of Section&nbsp;9. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">b. If the Employee terminates his employment with the Employer or BB&amp;T for Good Reason at any time,
the Employee <B>shall</B> be subject to the non-competition and non-solicitation provisions of Section&nbsp;6a until the earlier of: (i)&nbsp;the first anniversary of the Employee&#146;s Termination Date; or (ii)&nbsp;the date as of which the
Employee ceases to receive any further Termination Compensation because of his breach of the non-competition or non-solicitation provisions of Section&nbsp;6a. However, if the Employee terminates his employment with the Employer or BB&amp;T for Good
Reason within twelve (12)&nbsp;months after a Change of Control or, if later, within ninety (90)&nbsp;days after a MOE Revocation (as defined in Section&nbsp;2b), subparagraph c below shall apply, not this subparagraph b. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">c. If the Employee terminates his employment with the Employer or BB&amp;T for any reason within twelve (12)&nbsp;months after a Change of Control, or,
if later, within ninety (90)&nbsp;days after a MOE Revocation, the Employee <B>shall not</B> be subject to the non-competition and non-solicitation provisions of Section&nbsp;6a. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">d. If the Employee terminates his employment with the Employer or BB&amp;T for any reason other than Good Reason at any time (except within twelve
(12)&nbsp;months after a Change of Control, or, if later, within ninety (90)&nbsp;days after a MOE Revocation), the Employee <B>shall</B> be subject to the non-competition and non-solicitation provisions of Section&nbsp;6a. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">e. If the employment of the Employee is terminated by the Employer or BB&amp;T at any time for Just Cause, the Employee <B>shall not</B> be subject to
the non-competition and non-solicitation provisions of Section&nbsp;6a. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">f. If the employment of the Employee is terminated by the Employer
or BB&amp;T for any reason other than Just Cause at any time (except within twelve (12)&nbsp;months after a Change of Control, or, if later, within ninety (90)&nbsp;days after a MOE Revocation), the Employee <B>shall</B> be subject to the
non-competition and non-solicitation provisions of Section&nbsp;6a until the earlier of: (i)&nbsp;the first anniversary of the Employee&#146;s Termination Date; or (ii)&nbsp;the date as of which the Employee ceases to receive any further Termination
Compensation because of his breach of the non-competition or non-solicitation provisions of Section&nbsp;6a. If the employment of the Employee is terminated by the Employer or BB&amp;T for any reason other than Just Cause within twelve
(12)&nbsp;months after a Change of Control, or, if later, within ninety (90)&nbsp;days after a MOE Revocation), the Employee <B>shall not</B> be subject to the non-competition and non-solicitation provisions of Section&nbsp;6a. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">g. 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, the Employee shall not, without the written consent of the Boards of Directors of the Employer and BB&amp;T, or a person authorized thereby, disclose to any person, other than an employee of the Employer, BB&amp;T or an
Affiliate thereof, or a person to whom disclosure is </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an employee of the Employer or BB&amp;T, any
Confidential Information obtained by him while in the employ of the Employer or BB&amp;T, unless such information has become a matter of public knowledge at the time of such disclosure. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">h. The covenants contained in this Section&nbsp;6 shall be construed and interpreted in any judicial proceeding to permit their enforcement to the
maximum extent permitted by law. The Employee agrees that the restraints imposed in this Section&nbsp;6 are necessary for the reasonable and proper protection of the Employer, BB&amp;T and their Affiliates and that each and every one of the
restraints is reasonable in respect to such matter, length of time and the area. The Employee further acknowledges that damages at law would not be a measurable or adequate remedy for breach of the covenants contained in this Section&nbsp;6 and,
accordingly, the Employee agrees to submit to the equitable jurisdiction of any court of competent jurisdiction in connection with any action to enjoin the Employee from violating any such covenants. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>7. <U>Disability</U>.</B> If, by reason of a physical or mental disability during the Term, the Employee is unable to carry out the essential
functions of his employment pursuant to this Agreement for twelve (12)&nbsp;consecutive months, his employment hereunder may be terminated by action of the Board of Directors of the Employer or BB&amp;T determining to do so upon one month&#146;s
notice to be given to the Employee at any time after the period of twelve (12)&nbsp;consecutive months of disability and while such disability continues. If, prior to the expiration of the one-month period after the giving of such notice, the
Employee shall recover from such disability and return to the full-time active discharge of his duties hereunder, then such notice shall be of no further force and effect and the Employee&#146;s employment shall continue as if the same had been
uninterrupted. If the Employee shall not so recover from his disability and return to his duties, then his employment shall terminate on the date which coincides with the expiration of such one month&#146;s notice. During the first twelve
(12)&nbsp;consecutive months of the period of the Employee&#146;s disability, the Employee shall continue to earn all compensation (including bonuses and incentive compensation) to which the Employee would have been entitled as if he had not been
disabled, such compensation to be paid at the time, in the amounts, and in the manner provided in Section&nbsp;5a, inclusive of any compensation received pursuant to any applicable disability insurance plan of the Employer or BB&amp;T. Thereafter,
the Employee shall receive compensation to which he is entitled under any applicable disability insurance plan of the Employer or BB&amp;T. In the event a dispute arises between the Employee and the Employer or BB&amp;T concerning the
Employee&#146;s physical or mental disability or ability to continue or return to the performance of his duties as aforesaid, the Employee shall submit, at the expense of the Employer and BB&amp;T, to examination by a competent physician mutually
agreeable to the parties, and his opinion as to the Employee&#146;s capability to so perform shall be final and binding. Upon termination of the Employee&#146;s employment by reason of disability, the Term shall end. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>8. <U>Termination; Termination Compensation and Other Post Termination Benefits</U>. </B></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">a. If the Employee shall die during the Term, this Agreement and the employment relationship hereunder shall automatically terminate on the date of
death, which date shall be his Termination Date, and, thus, the last day of the Term. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">b. The Employer or BB&amp;T shall have the right to
terminate the Employee&#146;s employment under this Agreement at any time for Just Cause upon written notice to the Employee as provided in subparagraph i below. In the event the employment of the Employee is terminated by the Employer or BB&amp;T
for Just Cause, the Employee shall have no right to receive compensation (such as Termination Compensation) or other benefits (including the special SERP enhancement benefits described in Section&nbsp;8f) under this Agreement for any period after
such termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">c. The Employer or BB&amp;T may terminate the Employee&#146;s employment under this Agreement other than for Just Cause
at any time upon written notice to the Employee as provided in subparagraph i below. In the event the Employer or BB&amp;T terminates the employment of the Employee under this Agreement pursuant to this subparagraph c, the Employee shall be entitled
to the following compensation and benefits: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The Employee shall receive Termination Compensation each month during the
period described in subparagraph (ii)&nbsp;below, subject, however, to the Employee&#146;s compliance with the non-competition and non-solicitation provisions of Section&nbsp;6a for a one-year period following the Employee&#146;s Termination Date.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) Termination Compensation shall be paid to the Employee each month until the end of the Term [that is, Termination
Compensation shall be paid to the Employee each month during the period commencing with the Commencement Month and ending on the earlier of (1)&nbsp;or (2), where (1)&nbsp;is the first day of the month next following the month in which the Employee
attains age sixty-five (65), and (2)&nbsp;is the date that coincides with the expiration of the sixty-month period which began with the Commencement Month], such Termination Compensation to be payable at the time compensation would have been paid to
the Employee in accordance with Section&nbsp;5a. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) The Employer and BB&amp;T shall use their best efforts to accelerate
vesting of any unvested benefits of the Employee under any employee stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plan or arrangement. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) The Employer shall make available to the Employee, at the Employer&#146;s cost, outplacement services by such entity or person as
shall be designated by the Employer, with the cost to the Employer of such outplacement services not to exceed $20,000. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) The Employee shall continue to participate (treating the Employee as an &#147;active
employee&#148; of the 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 the Employer generally are eligible, on the same terms as were in effect prior to the Employee&#146;s Termination Date, either under the Employer&#146;s or BB&amp;T&#146;s plans or comparable plans or coverage, for the
Compensation Continuance Period. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(vi) The Employee shall be entitled to the special enhanced SERP benefits described in
subparagraph f below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The Termination Compensation and other benefits provided for in this subparagraph c shall be paid by the Employer or BB&amp;T in
accordance with the standard payroll practices and procedures in effect prior to the Employee&#146;s Termination Date. If the Employee breaches any of the covenants set forth in Section&nbsp;6a of this Agreement prior to the first anniversary of his
Termination Date, the Employee shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section&nbsp;8c from and after the date of such breach. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">d. If (i)&nbsp;the employment of the Employee is terminated for any reason other than Just Cause or the Employee&#146;s death, regardless of whether the
Employer or BB&amp;T or the Employee initiates such termination, within twelve (12)&nbsp;months after a Change of Control (or, if later, within ninety (90)&nbsp;days after a MOE Revocation), or (ii)&nbsp;the Employee terminates his employment at any
time for Good Reason, the Employee shall be entitled to the following compensation and benefits: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) Termination
Compensation shall be paid to the Employee each month until the end of the Term [that is, Termination Compensation shall be paid to the Employee each month during the period commencing with the Commencement Month and ending on the earlier of
(1)&nbsp;or (2), where (1)&nbsp;is the first day of the month next following the month in which the Employee attains age sixty-five (65), and (2)&nbsp;is the date that coincides with the expiration of the sixty-month period which began with the
Commencement Month], such Termination Compensation to be payable at the time such compensation would have been paid to the Employee in accordance with Section&nbsp;5a. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) The Employer and BB&amp;T shall use their best efforts to accelerate vesting of any unvested benefits of the Employee under any
employee stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plan or arrangement. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(iii) The Employer shall make available to the Employee, at the Employer&#146;s cost, outplacement services by such entity or person as shall be designated by the Employer, with the cost to the Employer of such outplacement services not to
exceed $20,000. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) The Employee shall continue to participate (treating the Employee as an &#147;active
employee&#148; of the 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 the Employer generally are eligible, either under the Employer&#146;s or BB&amp;T&#146;s plans or comparable plans or coverage, for the Compensation Continuance Period, on the same terms as were in effect either
(A)&nbsp;at his Termination Date, or (B)&nbsp;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 the Employer, than at
the date of the Change of Control or at the date of the MOE Revocation, as the case may be. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(v) The Employee shall be
entitled to the special enhanced SERP benefits described in subparagraph f below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The Termination Compensation and other benefits provided for in this
subparagraph d shall be paid by the Employer or BB&amp;T in accordance with the standard payroll practices and procedures in effect prior to the Employee&#146;s Termination Date, a Change of Control or MOE Revocation, as appropriate. In accordance
with Section&nbsp;6b, if the Employee terminates his employment at any time for Good Reason (except within twelve (12)&nbsp;months after a Change of Control, or, if later, within ninety (90)&nbsp;days after a MOE Revocation), the Employee shall be
subject to the covenants set forth in Section&nbsp;6a for the one-year period following his Termination Date. If the Employee breaches Section&nbsp;6a of this Agreement prior to the first anniversary of his Termination Date, the Employee shall not
be entitled to receive any further Termination Compensation or benefits pursuant to this Section&nbsp;8d from and after the date of such breach. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Should
the circumstances of the termination of the employment of the Employee result in application of both subparagraphs c and d, subparagraph d shall be deemed to apply and control. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">e. If the Employee terminates his employment for any reason other than Good Reason and such termination does not occur within twelve (12)&nbsp;months
after a Change of Control (or, if later, within ninety (90)&nbsp;days after a MOE Revocation), he shall not be entitled to compensation (such as Termination Compensation) or other benefits (including the special SERP enhancement benefits described
in Section&nbsp;8f) under this Agreement for any period after such termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">f. The Employee is a participant in the BB&amp;T
Corporation Non-Qualified Defined Benefit Plan (the &#147;SERP&#148;). 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 </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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<FONT FACE="Times New Roman" SIZE="2">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 the Employee is terminated by the Employer or BB&amp;T for Just Cause and except in the event the Employee terminates his employment for any reason other than Good Reason and such termination does not occur within twelve
(12)&nbsp;months after a Change of Control (or, if later, within ninety (90)&nbsp;days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to the Employee, may not be
terminated, modified or amended without the express written consent of the Employee. Thus, any amendment or modification to the SERP or the termination of the SERP shall be ineffective as to the Employee unless the Employee consents in writing to
such termination, modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of the Employee 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 subparagraph f and the SERP, the provisions of this subparagraph f shall prevail. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) The SERP,
as applied to the Employee, shall be and hereby is amended by the following special provisions: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">(A) In determining the Employee&#146;s
Years of Service (as defined in the Pension Plan), the Compensation Continuance Period shall be taken into account. The Employee shall be credited with one Year of Service for each Computation Period which begins and ends during the Compensation
Continuance Period. The 35 Years of Service limitation specified in the Pension Plan shall, however, apply. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">(B) The Average Compensation
(as defined in the Pension Plan) of the Employee shall be the greater of (1)&nbsp;or (2), where (1)&nbsp;is his Average Compensation as determined under the Pension Plan as of his Termination Date and (2)&nbsp;is the annual amount of his Termination
Compensation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Attached to this Agreement as Exhibit A are several SERP calculations. The purpose of these calculations is to illustrate the application
and effect of this subparagraph f. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">g. In receiving any payments pursuant to this Section&nbsp;8, the Employee shall not be obligated to
seek other employment or take any other action by way of mitigation of the amounts payable to the Employee hereunder and such amounts shall not be reduced or terminated whether or not the Employee attains other employment. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">h. In the event that any amount paid or distributed to the Employee pursuant to this Agreement shall
constitute a parachute payment within the meaning of Section&nbsp;280G of the Code, and the aggregate of such parachute payments and any other amounts paid or distributed to the Employee from any other plans or arrangements maintained by the
Employer, BB&amp;T, or their Affiliates shall cause the Employee to be subject to the Excise Tax, the Employer shall pay to the Employee an additional amount (the &#147;Gross-Up Payment&#148;) such that the net amount the Employee shall receive
after the payment of any Excise Tax shall equal the amount which he would have received if the Excise Tax had not been imposed. The Gross-Up Payment shall be determined by BB&amp;T&#146;s regular independent auditors and shall equal the sum of the
following: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(1) The rate of the Excise Tax multiplied by the amount of the excess parachute payments; </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(2) Any federal income tax, social security tax, unemployment tax or Excise Tax imposed upon the Employee as a result of the Gross-Up
Payment required to be made under this subparagraph h.; and </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(3) Any state income or other tax imposed upon the Employee as
a result of the Gross-Up Payment required to be made under this subparagraph h. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">For purposes of determining the amount of the Gross-Up Payment, the
Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation for individuals in the calendar year in which the Excise Tax is required to be paid. In addition, the Employee shall be deemed to pay state
income taxes at a rate determined in accordance with the following formula: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">( 1 - (highest marginal rate of federal income
taxation for individuals)) x (highest marginal rate of North Carolina income taxes for individuals in the calendar year in which the Excise Tax is required to be paid). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">In the event the Employee is subject to the provisions of Section&nbsp;68 of the Code, the combined federal and state income tax rate determined above shall be adjusted to reflect any loss in the federal deduction for
state income taxes on the Gross-Up Payment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The Gross-Up Payment shall be paid to the Employee by the Employer or BB&amp;T on or before the date that the
Employee is required to pay the Excise Tax; provided, however, that if the amount of such payment cannot be finally determined on or before such day, the Employer or BB&amp;T shall pay to the Employee on such day an estimate, as determined in good
faith by BB&amp;T&#146;s regular independent auditors, of the minimum amount of such payment and shall pay the remainder of such payment (together with interest at the rate provided under Section&nbsp;1274(b)(2)(B) of the Code) as soon as the amount
can be determined but no later than the thirtieth (30th)&nbsp;day after the date the Employee becomes subject to the payment of the Excise Tax. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account
hereunder at </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">the time the Gross-Up Payment is made, the Employee shall repay to the Employer or BB&amp;T, as applicable, at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax, federal and state taxes imposed on the Gross-Up Payment being repaid by
the Employee, if such repayment results in a reduction in Excise Tax and/or a federal or state tax deduction) plus interest on the amount of such repayment at the rate provided in Section&nbsp;1274(b)(2)(B) of the Code. In the event that the Excise
Tax is determined to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Employer
or BB&amp;T shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined. The parties agree that the intent of this
subparagraph h is that the Employee shall be reimbursed for the Excise Tax on his excess parachute payments and all taxes on that reimbursement. The intended goal is to place the Employee in the same economic position as if no Excise Tax had been
imposed. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">i. A termination of the Employee&#146;s employment by BB&amp;T, the Employer or the Employee for any reason other than death
shall be communicated by Notice of Termination to the other parties hereto. For this purpose, a Notice of Termination means a written notice which specifies the effective date of termination. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>9. <U>Other Employment</U>.</B> The Employee shall devote all of his business time, attention, knowledge and skills solely to the business and
interests of the Employer, BB&amp;T and their Affiliates. The Employer, BB&amp;T 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 the Employee,
and the Employee shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, consultant, employee or in any other capacity in any other business similar to the business
of the Employer, BB&amp;T and their Affiliates. Nothing contained in this Section&nbsp;9 shall be deemed, however, to prevent or limit the right of the Employee to invest in a business similar to the business of the Employer, BB&amp;T and their
Affiliates if such investment is limited to less than one (1)&nbsp;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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>10. <U>Severability</U>.</B> All agreements and covenants contained in this Agreement are severable, and in the event any of
them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><B>11. <U>Assignment Prohibited</U>.</B> This Agreement is personal to each of the parties hereto, and none of the parties may assign or delegate any of his or its rights or obligations hereunder without first
obtaining the written consent of the other parties; provided, however, that nothing in this Section&nbsp;11 shall preclude the Employee from designating a beneficiary to receive any benefit payable under this Agreement upon his death. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>12. <U>No Attachment</U>.</B> 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>13.
<U>Headings</U>.</B> 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. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>14. <U>Governing Law</U>.</B> The parties intend that this Agreement and the performance hereunder and all suits and special proceedings hereunder
shall be 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, without regard to the jurisdiction in which any action or
special proceeding may be instituted. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>15. <U>Binding Effect</U>.</B> This Agreement shall be binding upon, and inure to the benefit of,
the Employee and his heirs, executors, administrators and legal representatives and BB&amp;T, the Employer and their permitted successors and assigns. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><B>16. <U>Counterparts</U>.</B> This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>17. <U>Notices</U>.</B> All notices, requests, demands and other communications to any party under this Agreement shall be in writing (including
telefacsimile transmission or similar writing) and shall be given to such party at his or its address or telefacsimile 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: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">If to the Employee: </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Clarke R. Starnes, III </FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="8%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">If to BB&amp;T or the Employer: </FONT></TD></TR></TABLE> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">BB&amp;T Corporation
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">200 West Second Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman"
SIZE="2">Winston-Salem, NC 27101 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:13%"><FONT FACE="Times New Roman" SIZE="2">Attention: Chief Operating Officer </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Each such notice, request, demand or other communication shall be effective (i)&nbsp;if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii)&nbsp;if given by any other means, when delivered at the address specified in this Section&nbsp;17. 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>18. <U>Modification Of Agreement</U>.</B> 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&nbsp;18 may not be waived except as herein set forth. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>19. <U>Taxes</U>.</B> To the
extent required by applicable law, the Employer or BB&amp;T shall deduct and withhold all necessary federal, state, local and employment taxes and any other similar sums required by law to be withheld from any payments made pursuant to the terms of
this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>20. <U>Attorneys&#146; Fees</U>.</B> In the event any dispute shall arise between the Employee, the Employer and
BB&amp;T as to the terms or interpretations of this Agreement, whether instituted by formal legal proceedings or otherwise, including any action taken by the Employee to enforce the terms of this Agreement or in defending against any action taken by
the Employer or BB&amp;T, the Employer or BB&amp;T shall reimburse the Employee for all reasonable costs and expenses, including reasonable attorneys&#146; fees, arising from such dispute, proceeding or action, if the Employee shall prevail in any
action initiated by the Employee or shall have acted reasonably and in good faith in defending against any action initiated by the Employer or BB&amp;T. Such reimbursement shall be paid within ten (10)&nbsp;days of the Employee furnishing to the
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 the Employee. Any such request for reimbursement by the Employee shall be made no more frequently than at
60-day intervals. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>21. <U>Joint and Several Obligations</U>.</B> To the extent permitted by applicable law, all obligations of the
Employer or BB&amp;T under this Agreement shall be joint and several. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>22. <U>Recitals</U>.</B> The recitals to this Agreement shall
form a part of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Agreement as of the date and year first
above written. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">16 </FONT></P>


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<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>BB&amp;T CORPORATION</B></FONT></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
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<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>BRANCH BANKING AND TRUST COMPANY</B></FONT></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
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<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
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<TD VALIGN="top"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>EMPLOYEE:</B></FONT></TD></TR>
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<TD VALIGN="top" COLSPAN="3"> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000">&nbsp;</P></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>CLARKE R. STARNES, III</B></FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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