-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzY0oiowvQvIWQaj/l3n+6+q41G0qecMumEChbDlZBG0dJmAv05CRYBXwzxpFjJg AC3Qk4hDw0qeL4yMfUruTg== 0000092230-06-000100.txt : 20061218 0000092230-06-000100.hdr.sgml : 20061218 20061218162503 ACCESSION NUMBER: 0000092230-06-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20061212 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061218 DATE AS OF CHANGE: 20061218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BB&T CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 061283674 BUSINESS ADDRESS: STREET 1: 200 WEST SECOND STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 3367332000 MAIL ADDRESS: STREET 1: 200 WEST SECOND STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 8-K 1 newexec8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K
Current Report

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

December 12, 2006

Date of Report (Date of earliest event reported)

BB&T Corporation
(Exact name of registrant as specified in its charter)

Commission file number : 1-10853


North Carolina	56-0939887
(State of incorporation)	(I.R.S. Employer Identification No.)


200 West Second Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2006, the Board of Directors of BB&T Corporation entered into amended and restated employment agreements with John A. Allison IV, Chief Executive Officer of BB&T Corporation and Branch Banking and Trust Company, Kelly S. King, Chief Operating Officer of BB&T Corporation and Branch Banking and Trust Company and W. Kendall Chalk, Senior Executive Vice President of BB&T Corporation and Branch Banking and Trust Company. The amended and restated employment agreements are effective as of December 31, 2006.

The amended and restated employment agreements with each of the executive officers noted above supersede the terms and conditions of existing employment agreements, and contain the following material changes to the prior employment agreements with each of the executive officers:

1. Term. The amended and restated employment agreements provide for a thirty-six month term, which will extend automatically for additional one-month periods on the first day of each month commencing February 1, 2007 until age 65 or unless sooner terminated in accordance with the terms of each agreement. Each executive officer’s prior employment agreement was for a five-year term with automatic monthly extensions until age sixty-five or unless sooner terminated in accordance with the terms of such agreement.

2. Termination Compensation. The amended and restated employment agreements reduce the maximum payment period of Termination Compensation from sixty months (under the prior employment agreement) to thirty-six months if the executive officer is terminated without Just Cause or if there is a Good Reason Termination. In addition, if the executive officer is terminated for any reason other than Just Cause or death within the twelve month period following a Change of Control (or, if later, within ninety days after a MOE Revocation), his Termination Compensation (based upon thirty-six months) will be paid to him in a lump sum payment within thirty days of his termination date, instead of the previous employment agreement’s monthly payments until the earlier of his attainment of age sixty-five or the expiration of sixty months.

3. Elimination of Enhanced SERP Benefits. Each executive officer’s prior employment agreement contained provisions for service and compensation crediting for calculating the executive officer’s benefits under the BB&T Corporation Non-Qualified Defined Benefit Plan (“SERP”) during any period that he received Termination Compensation. The amended and restated employment agreements eliminate such enhanced SERP benefits.

4. Elimination of Gross-Up payment. Each executive officer’s prior employment agreement entitled him to a gross-up payment in the event any amount paid or distributed to him constituted a parachute payment under Internal Revenue Code Section 280G. Each executive officer’s amended and restated employment agreement eliminates the employer’s gross-up payment obligation to the executive officer in its entirety, thereby making the executive officer solely responsible for the payment of any and all excise taxes with respect to any future parachute payments.

5. Enhanced Executive Covenants. Each executive officer’s amended and restated employment agreement expands the prior employment agreement’s noncompetition, confidentiality, and related covenants to include covenants of noncompetition, nondisclosure of confidential information, non-disparagement, and intellectual property that are more protective of BB&T and its affiliates.

The above summary of the material terms of each executive officer’s amended and restated employment agreement is qualified by reference to the complete text of the amended and restated employment agreements filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated in this Item 5.02 by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 12, 2006, BB&T’s Board of Directors approved an amendment to BB&T Corporation’s bylaws. A copy of the amended and restated bylaws is filed herein as Exhibit 3(ii) and incorporated by reference. The amendment is in reference to Article III, Section 7. The amendment increases the number of shares that a director must hold from 1,000 to 2,500 and increases the time period for a new director to acquire the required shares from one year to three years.

ITEM 8.01 Other Events

On December 4, 2006, BB&T Corporation issued a press release to announce two additions to BB&T’s Executive Management team. The press release announcing the appointments is attached as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.

Description of Exhibit

3(ii)

Bylaws of BB&T Corporation, As Amended and Restated Effective December 12, 2006.

10.1

2006 Amended and Restated Employment Agreement for John A. Allison IV.

10.2

2006 Amended and Restated Employment Agreement for Kelly S. King.

10.3

2006 Amended and Restated Employment Agreement for W. Kendall Chalk.

99.1

Press Release: BB&T names two to its Executive Management team.

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BB&T CORPORATION
(Registrant)

By: /S/ EDWARD D. VEST

                                                                                Edward D. Vest
                                                                                Executive Vice President and Corporate Controller
                                                                                (Principal Accounting Officer)

Date: December 18, 2006

EX-3.II 2 exhibit3ii.htm Exhibit 3(ii)

Exhibit 3(ii)

BYLAWS OF BB&T CORPORATION

As Amended and Restated Effective December 12, 2006

ARTICLE I

Offices

1. Principal Office: The principal office of the corporation shall be located at 200 West Second Street, Winston-Salem, North Carolina, or at such other place as the Board of Directors may fix from time to time.

2. Registered Office: The corporation shall maintain a registered office or registered offices at such place or places as may be required by applicable law.

3. Other Offices: The corporation may have offices at such other places as the Board of Directors may from time to time determine, or as the affairs of the corporation may require.

ARTICLE II

Meetings of Shareholders

1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall in each case be fixed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors and designated in the notice of the meeting.

2. Annual Meetings: The annual meeting of shareholders shall be held on such date and at such time as may be designated by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors for the purpose of the election of directors and for the transaction of such other business as may properly come before the meeting.

3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of this Article relating to special meetings. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4. Special Meetings: Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors of the corporation.

5. Notice of Meetings:

(a) Written, printed or electronically transmitted notice of a meeting stating the date, time and place of the meeting shall be delivered to each shareholder of record entitled to vote at the meeting not fewer than 10 nor more than 60 days before the date thereof, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors.

(b) In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting, unless a description of the matter is required by the provisions of applicable law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

(c) When a meeting is adjourned for 120 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than 120 days in any one adjournment, it is not necessary to give any notice of the date, time and place of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

6. Voting Groups: All shares of one or more classes or series that under the articles of incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders constitute a voting group. All shares entitled by the articles of incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless authorized pursuant to the articles of incorporation or specifically required by applicable law.

7. Quorum: Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of that voting group exists with respect to that matter. Unless otherwise required by the North Carolina Business Corporation Act, the articles of incorporation or a bylaw adopted by the shareholders, a majority of the votes entitled to be cast on a matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes cast on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

8. Voting of Shares:

(a) Subject to any restrictions imposed pursuant to the articles of incorporation or applicable law, each outstanding share having voting rights, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

(b) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by the North Carolina Business Corporation Act or by the articles of incorporation or a bylaw adopted by the shareholders. Voting on all matters properly presented at a meeting shall be by voice vote, unless the chairman of the meeting determines otherwise.

9. Proxies: Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the shareholder or his or her duly authorized attorney-in-fact. In addition, (i) an appointment in the form of an electronic record that bears the shareholder’s electronic signature and that may be directly reproduced in paper form by an automated process shall be deemed a valid appointment form, and (ii) the corporation may permit a shareholder to appoint one or more proxies by any kind of telephonic transmission, even if not accompanied by written communication, under circumstances or together with information from which the corporation can reasonably assume that the appointment was made or authorized by the shareholder. An appointment of proxy is valid for 11 months from the date of its execution, unless a different period is expressly provided in the appointment form.

10. Notice of Shareholder Proposals and Nominees for Election as Directors:

(a) No business shall be transacted at a meeting of shareholders, except such business as shall be (i) specified in the notice of meeting given as provided in Section 5 of this Article, (ii) presented by or at the direction of the Board of Directors, or (iii) otherwise brought before the meeting by a shareholder of record entitled to vote at the meeting in compliance with the procedures set forth in this Section 10. In addition to the requirements of any applicable law with respect to any proposal presented by a shareholder for action at a meeting of the shareholders of the corporation (including the requirements of the Securities and Exchange Commission relating to shareholder proposals and director nominees), and subject to the provisions of the North Carolina Business Corporation Act as in effect from time to time, any shareholder desiring to introduce any business before any meeting of the shareholders of the corporation shall be required to deliver to the Secretary written notice containing the information specified herein (i) in the case of an annual meeting, at least 60 days but no more than 90 days in advance of the first anniversary of the notice date of the corporation’s proxy statement for the preceding year’s annual meeting, and (ii) in the case of a special meeting, no later than the tenth day following the notice date for such meeting. In the event that the date of an annual meeting is advanced by more than 30 days or delayed by more than 60 days from the first anniversary date of the preceding year’s annual meeting, notice by a shareholder must be delivered no earlier than the 90th day prior to such annual meeting and no later than the later of the 60th day prior to such annual meeting or the tenth day following the notice date for such meeting. The written notice required herein shall, as to each matter the shareholder proposes to bring before the meeting, contain the following information (in addition to any information required by applicable law): (i) the name and address of the shareholder who intends to present the proposal and the beneficial owner, if any, on whose behalf the proposal is made; (ii) the number of shares of each class of capital stock owned by the shareholder and such beneficial owner; (iii) a description of the business proposed to be introduced to the shareholders; (iv) any material interest, direct or indirect, which the shareholder or beneficial owner may have in the business described in the notice; and (v) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to present the proposal.

(b) Only persons who are nominated in accordance with the provisions set forth in these bylaws shall be eligible to be elected as directors at a meeting of shareholders. Nominations of persons for election to the Board of Directors may be made at such meeting of shareholders (i) by or at the direction of the Board of Directors (or a properly authorized committee of the Board) or (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided for in this Section 10, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 10. Any shareholder desiring to nominate a person for election as a director of the corporation shall deliver to the Secretary a written notice at such time and containing such information as set forth in Section 10(a) of this Article, with such additional information in the notice concerning the nominee for election as a director of the corporation as would be required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any successor provision thereto), to be disclosed in the proxy materials concerning all persons nominated (by the corporation or otherwise) for election as a director of the corporation, as well as a consent signed by each nominee to serve as a director if elected.

(c) Failure of any shareholder to provide such notice in a timely and proper manner as set forth in this Section 10 shall authorize the presiding officer at the meeting of shareholders before which such business is proposed to be introduced, or at which such nominee is proposed to be considered for election as a director, to rule such proposal or nomination out of order and not proper to be introduced or considered.

11. Conduct of Meetings:

(a) Unless determined otherwise by the Board of Directors, the Chief Executive Officer of the corporation shall act as chairman at all meetings of shareholders and the Secretary or an Assistant Secretary of the corporation shall act as secretary at all meetings of shareholders.

(b) The Board of Directors of the corporation may, to the extent not prohibited by applicable law, establish such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting. Such rules, regulations and procedures, whether adopted by the Board or the chairman of the meeting, may, to the extent not prohibited by applicable law, include, without limitation, the following: (i) establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) rules and procedures for dismissal of business not properly submitted (including but in no way limited to matters described in Section 10 of this Article), (iv) limitations on attendance at or participation in such meeting to shareholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, (v) restrictions on entry to the meeting after the time fixed for the commencement thereof, (vi) limitations on the time allotted for questions or comments by participants and (vii) regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

12. Inspector of Elections: The Board of Directors may appoint one or more voting inspectors to act at any meeting of shareholders or any adjournment thereof. If the Board does not make such appointment, or if their appointees or any of them fail to appear or act at the meeting of shareholders, the chairman of the meeting may appoint such inspector or inspectors to act at the meeting.

13. Attendance by Electronic Means: If and to the extent authorized by the Board, a shareholder or the shareholder’s proxy not physically present at a shareholders meeting may attend the meeting by electronic or other means of remote communication that allows the shareholder or proxy (i) to read or to hear the meeting proceedings substantially concurrently as the proceedings occur, (ii) to be read or to be heard substantially concurrently as the shareholder or proxy communicates, and (iii) to vote on matters to which the shareholders or proxy is entitled to vote.

ARTICLE III

Directors

1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided by applicable law or in the articles of incorporation.

2. Number, Term and Qualification: The Board shall consist of not less than three nor more than twenty-five members and the number of members shall be fixed and determined from time to time by a resolution of the majority of the full board or by resolution of the shareholders at any meeting thereof. Commencing with the 2007 annual meeting of shareholders, each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting next following the director’s election as a director; and the terms of the directors elected before the 2007 annual meeting of shareholders shall expire at the 2007 annual meeting of shareholders. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

3. Election of Directors: Except as provided in Section 5 of this Article, directors are elected by the shareholders by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

4. Removal: Directors may be removed from office only for cause and only by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. However, unless the entire board is removed, an individual director may not be removed when the number of shares voting against the proposal for removal would be sufficient to elect a director if such shares could be voted cumulatively at an annual election. If any or all directors are so removed, new directors may be elected at the same meeting.

5. Vacancies: A vacancy occurring in the Board of Directors, including a vacancy not filled by the shareholders and a vacancy created by an increase in the number of directors, may be filled by a majority of the remaining directors provided, however, that a majority of the full Board of Directors may not increase the number of directors to a number which: (i) exceeds by more than two the number of directors last fixed by shareholders where such number was fifteen or less, and (ii) to a number which exceeds by more than four the number of directors last fixed by shareholders where such number was sixteen or more.

6. Compensation: The Board of Directors may compensate directors for their services as such and may provide for the payment of expenses incurred by the directors in connection with such services.

7. Qualifying Shares: Each director shall own at least two thousand five hundred (2,500) shares of BB&T Corporation Common Stock throughout the full term of the director’s service. These “qualifying shares” may be acquired over a period of three years from the date of the initial election of the director.

8. Director Retirement: A director, upon reaching age seventy, shall retire as a director effective as of the end of that calendar year without any further action by the shareholders or the Board of Directors.

9. Executive & Risk Management Committee: The Board of Directors shall maintain an Executive & Risk Management Committee composed of not less than three members of the Board, each of whom shall be elected by a majority of the Board. The Executive & Risk Management Committee shall have such powers and duties as may be stated in its charter or prescribed from time to time by the Board, subject to any restrictions imposed by applicable law. Without limiting the foregoing, to the extent permitted by applicable law and authorized by the Board, the Executive & Risk Management Committee shall have and may exercise, during the intervals between the meetings of the Board, all the powers and authority of the Board in the management of the business and affairs of the corporation.

10. Audit Committee: The Board of Directors shall maintain an Audit Committee composed of not less than three independent members of the Board, each of whom shall be elected by a majority of the Board. The Audit Committee shall have such powers and duties as may be stated in its charter or prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

11. Other Committees: The Board of Directors may establish a Compensation Committee, a Nominating and Corporate Governance Committee and such other committees of the Board as the Board shall determine. Each committee shall be composed of not less than three members of the Board, each of whom shall be elected by a majority of the Board. Each such committee shall have such powers and duties as may be stated in such committee’s charter or prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

12. General Committee Matters: Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice, waiver of notice, quorum and voting requirements of the Board apply to committees of the Board established under this Article.

ARTICLE IV

Meetings of Directors

1. Regular Meetings: A regular meeting of the Board of Directors shall be held on the same date, and at the same place, as the annual meeting of shareholders or at such other date, time and place as the Board of Directors shall determine. In addition, the Board of Directors may provide for the date, time and place for the holding of additional regular meetings, either within or without the State of North Carolina, without notice. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day unless the Board shall designate some other day.

2. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer or the Secretary of the corporation, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating the date, time and place, by letter, electronic delivery or in person, of each special meeting not less than one day before the meeting. Such notice need not specify the purpose for which the meeting is called, unless required by the North Carolina Business Corporation Act, the articles of incorporation or the bylaws.

3. Waiver of Notice: A director may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. In addition, attendance at or participation by a director at a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not later vote for or assent to action taken at the meeting.

4. Quorum: Unless the articles of incorporation or bylaws provide otherwise, a majority of the number of directors prescribed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or, if no number is so prescribed, a majority of directors in office immediately before the meeting shall constitute a quorum.

5. Adjournment: Any duly convened regular or special meeting may be adjourned by the directors to a later date or time without further notice.

6. Manner of Acting: Except as otherwise provided in the articles of incorporation or the bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

7. Presumption of Assent: A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

8. Action without Meeting: Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. A director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.

9. Attendance by Electronic, Telephonic or Similar Means: Unless otherwise provided by the articles of incorporation, the bylaws or the Board, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE V

Officers

1. Title and Number: The officers of the corporation may consist of a Chairman of the Board, one or more Vice Chairmen, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Chief Administrative Officer, one or more Senior Executive Vice Presidents, one or more Executive Vice Presidents, a Secretary, a Treasurer, a Controller and such Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect or as may otherwise be elected pursuant to this Article. Any two or more offices may be held by the same person, except that no individual may act in more than one capacity where action of two or more officers is required.

2. Election and Term: The officers of the corporation shall be elected by the Board of Directors or by a duly designated committee of the Board. Each officer shall hold office until a successor is elected and qualified, or until his or her resignation, retirement, death, removal or disqualification.

3. Removal: The Board of Directors may remove or terminate any officer at any time with or without cause. In addition, any officer other than the Chief Executive Officer may be removed or terminated at any time with or without cause by a duly designated Board committee or by a superior officer; provided, however, that the Chairman or any Vice Chairman may be removed solely by the Board. Removal, resignation or termination of an officer shall be without prejudice to the contract rights, if any, of the person so removed.

4. Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors or by or under the direction of a duly designated committee of the Board or other officer or officers designated by the Board.

5. Chairman of the Board; Vice Chairmen: There shall be a Chairman of the Board of Directors elected by the directors from their members. The Chairman may also be the Chief Executive Officer of the corporation. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be incident to the office of Chairman or as may be directed by the Board. There may also be one or more Vice Chairmen of the Board of Directors elected by the directors from their members. Such Vice Chairman or Vice Chairmen shall perform such other duties as may be incident to the office of Vice Chairman or as may be directed by the Board.

6. Chief Executive Officer: The Chief Executive Officer shall have full executive powers, shall be the principal executive officer of the corporation, shall have and exercise all powers, duties and authority incident to the office of Chief Executive Officer and shall, subject to the direction and control of the Board, supervise, direct and control the management of the corporation in accordance with these bylaws. The Chief Executive Officer may also serve as Chairman of the Board in accordance with Section 5 of this Article.

7. Other Officers: Each other officer shall have such title or titles, perform such duties and exercise such powers as may be incident to his or her office or prescribed by the Board or, with respect to offices other than the Chief Executive Officer, the Chairman and any Vice Chairman of the Board (and except as otherwise determined by the Board), by the Board, a duly designated committee of the Board or the Chief Executive Officer.

8. Bonds: The Board of Directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VI

Contracts, Loans and Deposits

1. Contracts: The Board of Directors may authorize such officers as it deems appropriate to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances. In addition, unless the Board determines otherwise, each officer shall have such authority as may be incident to his or her particular office to enter into contracts and execute and deliver instruments on behalf of the corporation.

2. Loans: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness on behalf of the corporation shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Directors or the Chief Executive Officer.

4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII

Certificates for Shares and Their Transfer

1. Certificates for Shares and Stock Transfer Records:

(a) The Board of Directors may authorize the issuance of some or all of the shares of the corporation’s classes or series without issuing certificates to represent such shares. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by the Chairman of the Board, the Chief Executive Officer, the President or a Senior Executive Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer records of the corporation. When shares are represented by certificates, the corporation shall issue and deliver to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by such shareholder. When shares are not represented by certificates, then, within a reasonable time after the issuance or transfer of such shares, the corporation shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. The Board of Directors may designate a transfer agent who may countersign each certificate either manually or by use of a facsimile signature.

(b) The corporation shall keep, or cause one or more stock transfer agents to keep, the stock transfer records of the corporation, which shall reflect the name and address of each shareholder of record, the number and class or series of shares issued to each shareholder of record and the date of issue of each such share. The Board of Directors may designate a registrar to register each certificate that is issued either manually or by use of a facsimile signature.

2. Transfer of Shares: Transfers of shares shall be made and recorded on the stock transfer records of the corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his or her duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

3. Fixing Record Date: The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action. Such record date may not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the date the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders. The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, the record date shall be the date the Board of Directors authorizes the distribution or share dividend.

4. Lost, Stolen or Destroyed Certificates: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost, stolen or destroyed, upon receipt of a written statement of such fact from the person claiming that the certificate has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may require the claimant or his or her legal representative to give the corporation a bond in such sum and with such surety or other security as the Board may direct to indemnify the corporation against loss from any claim with respect to the certificate claimed to have been lost, stolen or destroyed; or the Board may, by resolution, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE VIII

Indemnification of Officers and Directors

1. Right to Indemnification: Any person who at any time hereafter serves or heretofore has served: (i) as an officer or director of the corporation; (ii) at the request of the corporation as a director, officer, partner, or trustee (or in any position of similar authority, by whatever title known) of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or (iii) as a trustee or administrator under any employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against:

(a) All liability and expenses, including without limitation costs and expenses of litigation and reasonable attorney’s fees, actually and reasonable incurred by him or her in connection with or as a consequence of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, and whether or not brought by or on behalf the corporation or by or on behalf of any third party, outsider or any other person, seeking to hold him or her liable by reason of or arising out of his or her status or his or her activities in any of the foregoing capacities; and

(b) Liability incurred by him or her for any judgments, money decrees, fines, penalties or amounts paid in settlement in connection with or as a consequence of any action, suit or proceeding described in (a) above; provided, however, the corporation shall not indemnify or agree to indemnify any person against any liability or expenses he or she may incur on account of his or her activities which were at the time taken known or believed by him or her to be clearly in conflict with the best interest of the corporation.

2. Recovery of Expenses: Any person entitled to indemnification under this Article shall be entitled to recover from the corporation his or her reasonable costs, expenses and attorneys’ fees incurred in connection with enforcing his or her right to indemnification.

3. Advancement of Expenses: Expenses incurred by a director or officer of the corporation in defending an action, suit or proceeding described above shall, at the request of such director or officer, and subject to authorization by the Board, be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that he or she is entitled to indemnification from the corporation under this Article or otherwise.

4. Reliance: Any person who at any time after the adoption of this Article serves or has served in any of the capacities described in Section 1 herein for or on behalf of the corporation shall be deemed to be doing so and to have done so in reliance upon, and as consideration for, the rights provided herein. Such rights shall inure to the benefit of the heirs and legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article.

5. Amendment: Any amendment, alteration, repeal or other change hereof limiting or restricting in any way the rights, fixed or contingent, granted hereunder shall operate prospectively only and shall not prejudice, defeat or impair any rights of any person existing at the time of such amendment, alteration, repeal or other change.

6. No Limitation on Other Rights to Indemnification: If this Article or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the corporation shall nevertheless indemnify each person described in Section 1 herein to the full extent permitted by the portion of this Article that is not invalidated and also to the full extent permitted or required by other applicable law.

ARTICLE IX

General Provisions

1. Dividends: The Board of Directors may from time to time declare, and the corporation may pay, distributions and share dividends to its shareholders in the manner and upon the terms and conditions provided by applicable law and by the articles of incorporation or the bylaws.

2. Seal: The seal of the corporation shall be in any form approved from time to time or at any time by the Board of Directors.

3. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall be from January 1 to December 31.

4. Amendments: Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors, provided ten days notice of the proposed amendment has been given to each member of the Board of Directors.

The Board of Directors shall have no power to adopt a bylaw: (i) requiring more than a majority of the voting shares for a quorum at a regular meeting of the shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; (ii) providing for the management of the corporation otherwise than by the Board of Directors or its Executive Committee; (iii) increasing or decreasing the number of directors; or, (iv) that is inconsistent with the requirements of the laws of the State of North Carolina and of the Articles of Incorporation.

No bylaw adopted or amended by the shareholders shall be altered or repealed by the Board of Directors. The affirmative vote of two-thirds of the total number of shares outstanding shall be required to amend, alter, change or repeal Article III, Sections 2, 4 and 5 and this Section 4 of Article IX of these bylaws.

5. North Carolina Shareholder Protection Act Inapplicable: The provisions of Article 9 of Chapter 55 of the General Statutes of North Carolina, known as “The North Carolina Shareholder Protection Act,” shall not be applicable to the corporation.

6. Definitions: Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein. In addition, without limiting the effect of the foregoing, the term “applicable law” used in these bylaws shall refer to any applicable laws, rules or regulations, including but not limited to the North Carolina Business Corporation Act, applicable federal securities laws, rules and regulations and the rules and regulations of any applicable stock exchange.

EX-10.1 3 exhibit101.htm Exhibit 10.1

Exhibit 10.1

2006 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This 2006 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 12, 2006, to be effective as of the 31st day of December, 2006 (the “Effective Date”), by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (“BBTC”), and JOHN A. ALLISON IV, an individual (“Executive”). BB&T and BBTC are collectively referred to as the “Employer”.

RECITALS

WHEREAS, Employer and their Affiliates are engaged in the banking and financial services business; and

WHEREAS, Executive is experienced in, and knowledgeable concerning, the material aspects of such business; and

WHEREAS, Executive is presently employed as the Chief Executive Officer and serves as Chairman of the Boards of Directors of Employer pursuant to the terms of an employment agreement dated as of April 25, 2002, effective as of January 1, 2002, as subsequently amended (the “Predecessor Agreement”); and

WHEREAS, BB&T, BBTC and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. EMPLOYMENT TERMS AND DUTIES.

1.1 EMPLOYMENT. Employer hereby employs Executive, and Executive hereby accepts employment by Employer commencing on the Effective Date, upon the terms and conditions set forth in this Agreement. Executive agrees to serve as (i) an employee of Employer and as an employee of one or more of Employer’s Affiliates; (ii) on such committees and task forces of the Employer (including, without limitation, BB&T's Executive Management Committee), as Executive may be appointed from time to time; and (iii) as a member of the Board of Directors of BB&T and/or BBTC as Executive may be appointed from time to time. Notwithstanding the foregoing, in no event shall the failure to appoint or reappoint Executive to any committee or task force or Board of Directors be considered or treated either as a breach of this Agreement by the Employer or as a termination of Executive’s employment.

1.2 DUTIES. Executive shall serve as Chief Executive Officer and Chairman of the Boards of Directors of Employer and shall report to the Boards of Directors of Employer. Executive shall have the authority, and perform the duties customarily associated with Executive’s title together with such additional duties of an executive nature as may from time to time be reasonably assigned by Employer or their Boards of Directors. Executive shall devote all of Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange.

1.3 TERM. Subject to the provisions of Section 1.6 below, unless extended or shortened as provided in this Agreement, the term of employment of Executive under this Agreement shall commence on the Effective Date, and shall continue until the expiration of a period of thirty-six (36) consecutive months immediately following the Effective Date (the “Term”). As of the first day of each calendar month commencing February 1, 2007, this Agreement and Executive’s employment hereunder, shall be automatically extended (without any further action of or by Employer or Executive) for an additional successive calendar month; provided, however, that on any one month anniversary date, either Employer or Executive may serve notice to the other parties to fix the Term to a definite thirty-six (36) month period from the date of such notice and no further automatic extensions shall occur. Notwithstanding the foregoing, the Term shall not be extended beyond the first day of the calendar month next following the date on which Executive attains age sixty-five (65). The Term as it may be extended pursuant to this Section 1.3, or, as it may be shortened in accordance with Section 1.6, is hereinafter referred to as the “Term”.

1.4. COMPENSATION AND BENEFITS.

1.4.1 Base Salary. In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary at the annual rate of Nine Hundred Thirty-Six Thousand Dollars ($936,000) (the “Base Salary”), payable in equal installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $936,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.

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1.4.2 Incentive Compensation. During the Term, Executive shall continue to participate in any bonus or incentive plans of Employer, whether any such plan provides for awards in cash or securities, made available to other executives of Employer similarly situated to Executive, as such plan or plans may be modified from time to time, or such other similar plans for which Executive may become eligible and designated a participant.

1.4.3 Employee Benefits. Executive shall be eligible to participate in such employee benefits plans and programs of Employer (such as retirement, sick leave, vacation, group disability, health, life, and accident insurance) as may be in effect from time to time (and subject to the terms thereof) during the Term as are afforded to other similarly situated executives of BB&T.

If, during the Term, Executive becomes eligible for benefits under the Pension Plan and retires, Executive shall be eligible to participate in the same retiree health care program provided to other retiring employees of BB&T who are also retiring at the same time. During the Compensation Continuance Period, Executive shall be deemed to be an “active employee” of Employer for purposes of participating in BB&T’s health care plan and for purposes of satisfying any age and service requirements under BB&T’s retiree health care program. Thus, if Executive has not satisfied either the age or service requirement (or both) under BB&T’s retiree health care program at the time payment of 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 BB&T’s retiree health care program as of the date his Termination Compensation payments end. For purposes of satisfying any service requirement under BB&T’s retiree health care program, Executive shall be credited with one year of service for each Computation Period which begins and ends during the Compensation Continuance Period.

1.5 BUSINESS EXPENSES. Employer shall, upon receipt from Executive of supporting receipts to the extent required by applicable income tax regulations and Employer’s reimbursement policies, reimburse Executive for all out-of-pocket business expenses reasonably incurred by Executive in connection with Executive’s employment hereunder.

1.6 TERMINATION. Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon a date (the “Termination Date”) that is the earlier of (i) the expiration (as provided in Section 1.3) of the Term, or (ii) the occurrence of any of the following at the time set forth therefor:

1.6.1 Death. Executive’s employment and this Agreement shall automatically terminate upon Executive’s death.

1.6.2 Retirement. Executive’s employment shall terminate automatically upon Executive’s Retirement.

1.6.3 Disability. Immediately upon the reasonable determination by Employer that Executive shall have been unable to substantially perform the essential functions of his duties by reason of a physical or mental disability, with or without reasonable accommodation, for a period of twelve (12) consecutive months (“Disability”); provided that prior to any such termination for Disability, the Boards of Directors of Employer shall have given Executive at least thirty (30) days’ advance written notice of Employer’s intent to terminate Executive due to Disability, and Executive shall not have returned to full-time employment by the thirtieth (30th) day after such notice (termination pursuant to this Section 1.6.3 being referred to herein as termination for Disability).

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1.6.4 Voluntary Termination. Immediately upon the date specified in Executive’s written notice to Employer’s Boards of Directors of Executive’s voluntary termination of employment; provided, however, that Employer may accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Section 1.6.4 being referred to herein as “Voluntary Termination”).

1.6.5 Termination for Just Cause. Immediately following notice of termination for “Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards of Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “Just Cause” shall mean and be limited to any one or more of the following: Executive’s personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with Employer’s business; misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of any other provision of this Agreement; provided, that Executive has received written notice from Employer of such material breach and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employer.

1.6.6 Termination Without Just Cause. Immediately upon the date specified in a written notice of termination without Just Cause from Employer’s Boards of Directors to Executive (termination pursuant to this Section 1.6.6 being referred to herein as termination “Without Just Cause”).

1.6.7 Good Reason Termination. Thirty (30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided, however, that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from his duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason” (and such “Good Reason” is uncured by Employer within the thirty (30) day period following Employer’s receipt of such notice), which, as used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:

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(i)

the assignment to Executive of duties inconsistent with the position and status of the offices and positions of Employer held by Executive as of the Effective Date; or

(ii)

a reduction by Employer in Executive’s pay grade (if applicable) or annual Base Salary as then in effect; or

(iii)

the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, or adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Term; or

(iv)

any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement;

in each case without Executive’s consent and continuing uncured for more than thirty (30) days following Employer’s receipt of written notice from Executive identifying the basis of the alleged termination for Good Reason.

1.6.8 No Other Remedies. Termination pursuant to this Agreement shall be in limitation of and with prejudice to any other right or remedy to which Executive may otherwise be entitled at law or in equity against Employer, its affiliates, and its agents, shareholders, employees, officers and directors.

1.6.9 Notice of Termination. A termination of Executive’s employment by Employer or Executive for any reason other than death shall be communicated by a written notice to the other parties, which written notice shall specify the effective date of termination.

1.7 TERMINATION COMPENSATION AND POST-TERMINATION BENEFITS.

1.7.1 Expiration of Term, Retirement, Voluntary Termination, Termination for Just Cause, or Termination for Death. In the case of termination of Executive’s employment hereunder due to the expiration of the Term in accordance with Section 1.6(i) above, or Executive’s death in accordance with Section 1.6.1 above, or Executive’s Retirement in accordance with Section 1.6.2 above, or Executive’s Voluntary Termination of employment hereunder in accordance with Section 1.6.4 above, or a termination of Executive’s employment hereunder for Just Cause in accordance with Section 1.6.5 above, (i) Executive shall not be entitled to receive payment of, and Employer shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than Base Salary earned but unpaid; any bonuses and incentive compensation for the preceding year that was previously earned by Executive but unpaid on the Termination Date; accrued but unused vacation to the extent allowed by BB&T’s vacation pay policy; vested benefits under any Employer sponsored employee benefit plan; and any unreimbursed business expenses pursuant to Section 1.5 hereof incurred by Executive as of the Termination Date; and (ii) Employer’s other obligations under this Agreement shall immediately cease.

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1.7.2 Termination for Disability. In the case of a termination of Executive’s employment hereunder for Disability in accordance with Section 1.6.3 above, during the first twelve (12) consecutive months of the period of Executive’s Disability, Executive shall continue to earn all compensation (including bonuses and incentive compensation) to which Executive would have been entitled if he had not been disabled, such compensation to be paid at the time, in the amount, and in the manner provided in Section 1.4, inclusive of any compensation received pursuant to any applicable disability insurance plan of Employer. Thereafter, Executive shall receive only compensation to which he is entitled under any applicable disability insurance plan of Employer. In the event a dispute arises between Executive and Employer concerning Executive’s Disability or ability to continue or return to the performance of his duties as aforesaid, Executive shall submit, at the expense of Employer, to examination of a competent physician mutually agreeable to the parties, and such physician’s opinion as to Executive’s capability to so perform shall be final and binding upon Employer and Executive.

1.7.3 Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period described in Section 1.7.3(ii) below, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.

(ii)

Termination Compensation shall be paid to Executive each month during the period (i.e., the Compensation Continuance Period) commencing with the Commencement Month and ending on the earlier of (1) or (2), where (1) is the first day of the month next following the month in which Executive attains age sixty-five (65), and (2) is the date that coincides with the expiration of the thirty-six (36) month period which began with the Commencement Month.

(iii)

Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement.

(iv)

Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).

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(v)

The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

1.7.4 Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period described in Section 1.7.4(ii) below, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date.

(ii)

(iii)

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(iv)

(v)

The Termination Compensation and other benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.4 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.4 from and after the date of such breach.

1.7.5 Change of Control. If the employment of Executive is terminated for any reason other than Just Cause or on account of Executive’s death, regardless of whether Employer or Executive initiates such termination, within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), Executive shall be entitled to the following Termination Compensation and benefits in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive the lump sum value of his Termination Compensation. The lump sum value of his Termination Compensation shall be equal to the amount determined by multiplying the number of months in the Compensation Continuance Period by his Termination Compensation and shall be paid to him in a single lump sum payment within thirty (30) days of his Termination Date.

(ii)

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(iii)

(iv)

During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible on the same terms as were in effect either (A) at his Termination Date, or (B) if such plans and programs in effect prior to the Change of Control or prior to the MOE Revocation were, considered together as a whole, materially more generous to the officers of Employer, than at the date of the Change of Control or at the date of the MOE Revocation, as the case may be; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available).

The Termination Compensation and other benefits provided for in this Section 1.7.5 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date, a Change of Control or MOE Revocation, as appropriate. If Executive incurs a termination of employment pursuant to this Section 1.7.5, Executive shall be subject to all of the provisions of Section 2 other than the noncompetition and nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section 2 of this Agreement, exclusive of the noncompetition and nonsolicitation provisions thereof, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.5 from and after the date of such breach.

Should the circumstances of the termination of the employment of Executive result in application of both Section 1.7.3 or Section 1.7.4 and this Section 1.7.5, this Section 1.7.5 shall be deemed to apply and control.

1.7.6 No Termination of Continuing Obligations. Termination of Executive’s employment relationship with Employer in accordance with the applicable provisions of this Agreement does not terminate those obligations imposed by this Agreement which are continuing obligations, including, without limitation, Executive’s obligations under Section 2. Any provision of this Agreement which by its terms obligates Employer to make payments subsequent to termination of Executive’s Employment Term shall survive any such termination.

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1.7.7 SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates his employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement:

(i)

The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to Executive, may not be terminated, modified or amended without the express written consent of Executive. Thus, any amendment or modification to the SERP or the termination of the SERP shall be ineffective as to Executive unless Executive consents in writing to such termination, modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of Executive shall not be adversely affected because of any modification, amendment or termination of the SERP. In the event of any conflict between the terms of this Section 1.7.7(i) and the SERP, the provisions of this Section 1.7.7(i) shall prevail.

2. ADDITIONAL COVENANTS OF EXECUTIVE.

2.1 NONCOMPETITION. Executive acknowledges and agrees that the duties and responsibilities to be performed by him under this Agreement are of a special and unusual character which have a unique value to Employer and their Affiliates, the loss of which cannot be adequately compensated by damages in any action in law. As a consequence of his unique position as Chief Operating Officer of Employer, Executive also acknowledges and agrees that he will have broad access to Confidential Information, that Confidential Information will in fact be developed by him in the course of performing his duties and responsibilities under this Agreement, and that the Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, valuable, special and unique assets of Employer and their Affiliates. Executive further acknowledges and agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or developed by, Executive in the course of his employment will be such that his breach of the covenants contained in this Section 2.1 would immeasurably and irreparably damage Employer and their Affiliates regardless of where in the Restricted Area the activities constituting such breach were to occur. Thus, Executive acknowledges and agrees that it is both reasonable and necessary for the covenants in this Section 2.1 to apply to Executive’s activities throughout the Restricted Area. In recognition of the special and unusual character of the duties and responsibilities of Executive under this Agreement and as a material inducement to Employer to continue to employ Executive in this special and unique capacity, Executive covenants and agrees that, to the extent and subject to the limitations provided in this Section 2 (whichever portion may be applicable), including the limitation on the duration of the covenants therein contained, during the Term and upon termination of Executive’s employment for any reason, or upon the expiration of the Term, Executive shall not, on his own account or as an employee, associate, consultant, partner, agent, principal, contractor, owner, officer, director, member, manager or stockholder of any other Person who is engaged in the Business (collectively, the “Restricted Persons”), directly or indirectly, alone, for, or in combination with any one or more Restricted Persons, in one or a series of transactions:

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(i) serve in any capacity of any Person who is engaged in the Business in any state in the Restricted Area and who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;

(ii) provide consultative services to any Person who is engaged in the Business in any state in the Restricted Area and who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;

(iii) call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during his employment with Employer for the purpose of soliciting or providing any product or service similar to that provided by Employer or their Affiliates;

(iv) solicit, divert, or take away, or attempt to solicit, divert or take away any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during his employment with Employer; or

(v) induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or their Affiliates.

Nothing in this Section 2.1 shall be read to prohibit an investment described in the last sentence of Section 1.2.

2.2 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION; NON-DISPARAGEMENT. During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an employee of Employer, any Confidential Information obtained by him while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of his duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by him during the Term belongs exclusively to Employer and not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents.

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2.3 USE OF UNAUTHORIZED SOFTWARE. During the Term, Executive shall not knowingly load any unauthorized software into Executive’s computer (whether personal or owned by Employer). Executive may request that Employer purchase, register and install certain software or other digital intellectual property, but Executive may not copy or install such software or intellectual property himself. Executive acknowledges that certain software and digital intellectual property is Confidential Information of Employer and Executive agrees, in accordance with Section 2.2, to keep such software and intellectual property confidential and not to use it except in furtherance of Employer’s Business or the operations of Employer or its Affiliates.

2.4 REMOVAL OF MATERIALS. During the Term and at any time thereafter, and except as may be required or deemed necessary or appropriate in connection with the performance by Executive of his duties as an employee of Employer, Executive shall not copy, dispose of or remove from Employer or their Affiliates any depositor, customer or client lists, software, computer programs or other digital intellectual property, books, records, forms, data, manuals, handbooks or any other papers or writings relating to the Business or the operations of Employer or their Affiliates.

2.5 WORK PRODUCT. Employer alone shall be entitled to all benefits, profits and results arising from or incidental to Executive’s Work Product (as defined in this section 2.5). To the greatest extent possible, any work product, property, data, documentation, inventions or information or materials prepared, conceived, discovered, developed or created by Executive in connection with performing his responsibilities during the Term (“Work Product”) shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A.§ 101 et seq., as amended, and owned exclusively by Employer. Executive hereby unconditionally and irrevocably transfers and assigns to Employer all intellectual property or other rights, title and interest Executive may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Executive agrees to execute and deliver to Employer any transfers, assignments, documents or other instruments which may reasonably be necessary or appropriate to vest complete title and ownership of any Work Product and all associated rights exclusively in Employer. Employer shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Executive, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Executive hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Executive may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Executive shall not be entitled to any compensation in addition to that provided for in this Agreement for any exercise by Employer of its rights set forth in this Section 2.5. In the event any Work Product qualifies for protection under the United States Patent Act, 35 U.S.C. § 1 et. seq., as amended, and Executive agrees to bear the cost of seeking a patent from the U.S. Patent Office, Employer agrees, upon the issuance of such patent and upon receipt from Executive of reimbursement of all costs and expenses related to obtaining such patent, to assign the patent to Executive. Executive hereby grants to Employer a royalty-free, perpetual, irrevocable license to any such patent obtained by Executive in accordance with the preceding sentence.

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2.6 INTERPRETATION; REMEDIES. Consistent with Section 3.8 of this Agreement, the covenants contained in this Section 2 (the “Covenants”) shall be construed and interpreted in any judicial proceeding to permit their enforcement to the maximum extent permitted by law and each of the Covenants is severable and independently enforceable without reference to the enforceability of any other Covenants. Further, if any provision of the Covenants or of this Section 2 is held by a court of competent jurisdiction to be overbroad as written, Executive specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court. Executive agrees that the restraints imposed by this Section 2 are fair and necessary to prevent Executive from unfairly taking advantage of contacts established, nurtured, serviced, enhanced or promoted and knowledge gained during Executive’s employment with Employer and their Affiliates, and are necessary for the reasonable and proper protection of Employer and their Affiliates and that each and every one of the restraints is reasonable with respect to the activities prohibited, the duration thereof, the Restricted Area, the scope thereof, and the effect thereof on Executive and the general public. Executive acknowledges that the Covenants will not cause an undue burden on Executive. Executive further acknowledges that violation of any one or more of the Covenants would immeasurably and irreparably damage Employer and their Affiliates, and, accordingly, Executive agrees that for any violation or threatened violation of any of such Covenants, Employer shall, in addition to any other rights and remedies available to it, at law or otherwise (including, without limitation, the recovery of damages from Executive), be entitled to specific performance and an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation or threatened violation of the Covenants. Executive hereby consents to the issuance of such injunction and agrees to submit to the equitable jurisdiction of any court of competent jurisdiction, without reference to whether Executive resides or does business in that jurisdiction at the time such injunction is sought or entered.

2.7 NOTICE OF COVENANTS. Executive agrees that prior to accepting employment with any other Person during the Term or during the two-year period following the termination of his employment with Employer, Executive shall provide Employer with written notice of his intent to accept such employment, which notice shall include the name of the prospective employer, the business engaged in or to be engaged in by the prospective employer, and the position Executive intends to accept with the prospective employer. In addition, Executive shall provide such prospective employer with written notice of the existence of this Agreement and the Covenants.

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3. MISCELLANEOUS.

3.1 NOTICES. All notices, requests, and other communications to any party under this Agreement must be in writing (including telefacsimile transmission or similar writing) and shall be given to such party at his 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:

If to the Executive, to:

John A. Allison IV
Facsimile: (336) 733-2279

If to the Employer, to:

BB&T Corporation
Branch Banking and Trust Company
200 West Second Street
Winston-Salem, NC 27101
Facsimile: (336) 733-2189
Attention: General Counsel

Each such notice, request, demand or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 3.1. Delivery of any notice, request, demand or other communication by telefacsimile shall be effective when received if received during normal business hours on a business day. If received after normal business hours, the notice, request, demand or other communication will be effective at 10:00 a.m. on the next business day.

3.2 ENTIRE AGREEMENT. This Agreement expresses the whole and entire agreement between the parties with reference to the employment and service of Executive and supersedes and replaces any prior employment agreements (including, without limitation, the Predecessor Agreement), understandings or arrangements (whether written or oral) among Employer and Executive. Without limiting the foregoing, Executive agrees that this Agreement satisfies any rights he may have had under any prior agreement or understanding (including, without limitation, the Predecessor Agreement) with Employer with respect to his employment by Employer.

3.3 WAIVER; MODIFICATION. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The parties further agree that the provisions of this Section 3.3 may not be waived except as herein set forth.

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3.4 AMENDMENT. This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

3.5 NO THIRD PARTY BENEFICIARY. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and Employer’s successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.

3.6 NO ASSIGNMENT; BINDING EFFECT; NO ATTACHMENT. This Agreement and the obligations undertaken herein shall be binding upon and shall inure to the benefit of any successors or assigns of Employer, and shall be binding upon and inure to the benefit of Executive’s heirs, executors, administrators, and legal representatives. Executive shall not be entitled to assign or delegate any of Executive’s obligations or rights under this Agreement; provided, however, that nothing in this Section 3.6 shall preclude Executive from designating a beneficiary to receive any benefit payable under this Agreement upon his death. Except as otherwise provided in this Agreement or required by applicable law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

3.7 HEADINGS. The headings of paragraphs and sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

3.8 SEVERABILITY. Employer and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too broad to be enforced as written, Employer and Executive intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by illegal, invalid, or unenforceable provisions or by their severance.

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3.9 GOVERNING LAW. The parties intend that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be governed by and construed in accordance with and under and pursuant to the laws of the State of North Carolina without regard to conflicts of law principles thereof and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of North Carolina shall be applicable and shall govern to the exclusion of the law of any other forum. Any action, special proceeding or other proceeding with respect to this Agreement shall be brought exclusively in the federal or state courts of the State of North Carolina, and by execution and delivery of this Agreement, Executive and Employer irrevocably consent to the exclusive jurisdiction of those courts and Executive hereby submits to personal jurisdiction in the State of North Carolina. Executive and Employer irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

3.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

3.11 WITHHOLDING. Employer shall deduct and withhold all federal, state, local and employment taxes and any other similar sums required by applicable law, or in accordance with the applicable provisions of Employer’s employee benefit plans, to be withheld from any payments made pursuant to the terms of this Agreement.

3.12 DEFINITIONS. Wherever used in this Agreement, including, but not limited to, the Recitals, the following terms shall have the meanings set forth below (unless otherwise indicated by the context) and such meanings shall be applicable to both the singular and plural form (except where otherwise expressly indicated):

a. “Affiliate” means a Person or person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person or person.

b. “Business” means the banking business, which business includes, but is not limited to, the consumer, savings, and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business.

c. “Change of Control” the earliest of the following dates:

(i)

the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its Affiliates, excluding employee benefit plans of Employer, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of BB&T representing twenty percent (20%) or more of the combined voting power of BB&T’s then outstanding voting securities (excluding the acquisition of securities of BB&T by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially owned by BB&T); or

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(ii)

the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period during the Term constitute BB&T’s Board of Directors, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period (“Continuing Directors”), cease for any reason during such two-year period to constitute at least two-thirds (2/3) of the members of such Board of Directors; or

(iii)

the date the shareholders of BB&T approve a merger, share exchange or consolidation of BB&T with any other corporation or entity regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in the voting securities of BB&T outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of BB&T or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or

(iv)

the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or

(v)

the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.b) which BB&T’s Board of Directors determines should constitute a Change of Control.

Notwithstanding the foregoing, the term “Change of Control” shall not include any event which the Board of Directors of BB&T (or, if the event described in clause (ii) above has occurred, a majority of the Continuing Directors), prior to the occurrence of such event, specifically determines, for the purpose of this Agreement or employment agreements with other executives that contain substantially similar provisions, is a “merger of equals” (regardless of the form of the transaction), unless a majority of the Continuing Directors revokes such specific determination within one year after occurrence of the event that otherwise would constitute a Change in Control (a “MOE Revocation”). The parties to this Agreement agree that any determination concerning whether a transaction is a “merger of equals” shall be solely within the discretion of the Board of Directors of BB&T or a majority of the Continuing Directors, as the case may be.

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d. “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.

e. “Commencement Month” means the first day of the calendar month next following the month in which Executive’s Termination Date occurs.

f. “Compensation Continuance Period” means the period of time over which Executive is receiving Termination Compensation.

g. “Computation Period” means the twelve (12) consecutive month period beginning with the Commencement Month and, thereafter, beginning with each annual anniversary of the Commencement Month.

h. “Confidential Information” means all non-public information that has been created, discovered, obtained, developed or otherwise become known to Employer or their Affiliates other than through public sources, including, but not limited to, all competitively-sensitive information, all inventions, processes, data, computer programs, software, databases, know-how, digital intellectual property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets, projections, new products, information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter 66, §§152 to 162, and other information owned by the Employer or their Affiliates which is not public information.

i. “Excise Tax” means the excise tax on excess parachute payments under Section 4999 of the Code (or any successor or similar provision thereof), including any interest or penalties with respect to such excise tax.

j. “Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may either be amended from time to time or terminated

k. “Person” means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

l. “Restricted Area” means the continental United States.

m. “Retirement” and “retires” means voluntary termination by Executive of Executive’s employment with Employer upon satisfaction of the requirements for early retirement or normal retirement under the Pension Plan.

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n. “Termination Compensation” means a monthly amount equal to one-twelfth (1/12^th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

o. “Termination Date” means the date Executive’s employment with Employer is terminated.

p. “Termination Year” means the calendar year in which falls Executive’s Termination Date

3.13 CODE SECTION 409A. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (“Section 409A”). The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement that is considered deferred compensation within the meaning of Section 409A be made to Executive unless he has incurred a separation from service (as defined in Section 409A). In the event Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the lapse of six (6) months after a separation from service, then any such payments of deferred compensation that are required to be paid in a single lump sum may not be made until the date which is six (6) months after Executive’s separation from service. Furthermore, the first six (6) months of any such payments of deferred compensation that are required to be paid in installments shall be paid at the beginning of the seventh month following Executive’s separation from service. All remaining installment payments shall be made as would ordinarily have been made under the provisions of this Agreement.

3.14 ATTORNEYS’ FEES. In the event any dispute shall arise between Executive and Employer as to the terms or interpretations of this Agreement, whether instituted by formal legal proceedings or otherwise, including any action taken by Executive to enforce the terms of this Agreement or in defending against any action taken by Employer, Employer shall reimburse Executive for all reasonable costs and expenses, including reasonable attorneys’ fees, arising from such dispute, proceeding or action, if Executive shall prevail in any action initiated by Executive or shall have acted reasonably and in good faith in defending against any action initiated by Employer. Such reimbursement shall be paid within ten (10) days of Executive’s furnishing to Employer written evidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by Executive. Any such request for reimbursement by Executive shall be made no more frequently than at sixty (60) day intervals.

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3.15 JOINT AND SEVERAL OBLIGATIONS. To the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.

3.16 EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for his benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise would be subject, in whole or in part, to the Excise Tax, then the amounts payable to Executive shall be either (A) the full payment subject to the Excise Tax or (B) such lesser amount subject to the Excise Tax, or (C) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts (taking into account the applicable Federal, state and local employment taxes, income taxes, and the Excise Tax) results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 3.16 shall be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s) that is (are) subject to the Excise Tax (the “Accounting Firm”). BB&T shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely by BB&T. All Excise Tax liability shall be borne solely by Executive without reimbursement from Employer.

3.17 RECITALS. The Recitals to this Agreement are a part of this Agreement.

[The balance of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the first date first written above, but on the actual dates indicated below.


BB&T CORPORATION		BRANCH BANKING AND TRUST COMPANY


By: __________________________		By: __________________________

Name: _______________________		Name: _______________________

Title: _________________________		Title: ________________________

Date: ________________________		Date: ________________________



		JOHN A. ALLISON IV


		______________________________
		Signature

		Date: _________________________

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EX-10.2 4 exhibit102.htm Exhibit 10.2

Exhibit 10.2

2006 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This 2006 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 12, 2006, to be effective as of the 31st day of December, 2006 (the “Effective Date”), by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (“BBTC”), and KELLY S. KING, an individual (“Executive”). BB&T and BBTC are collectively referred to as the “Employer”.

RECITALS

WHEREAS, Employer and their Affiliates are engaged in the banking and financial services business; and

WHEREAS, Executive is experienced in, and knowledgeable concerning, the material aspects of such business; and

WHEREAS, Executive is presently employed as the Chief Operating Officer of BB&T and BBTC pursuant to the terms of an employment agreement dated as of April 25, 2002, effective as of January 1, 2002, as subsequently amended (the “Predecessor Agreement”); and

WHEREAS, BB&T, BBTC and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. EMPLOYMENT TERMS AND DUTIES.

1.1 EMPLOYMENT. Employer hereby employs Executive, and Executive hereby accepts employment by Employer commencing on the Effective Date, upon the terms and conditions set forth in this Agreement. Executive agrees to serve as (i) an employee of Employer and as an employee of one or more of Employer’s Affiliates; (ii) on such committees and task forces of the Employer (including, without limitation, BB&T’s Executive Management Committee), as Executive may be appointed from time to time; and (iii) as a member of the Board of Directors of BB&T and/or BBTC as Executive may be appointed from time to time. Notwithstanding the foregoing, in no event shall the failure to appoint or reappoint Executive to any committee or task force or Board of Directors be considered or treated either as a breach of this Agreement by the Employer or as a termination of Executive’s employment.

1.2 DUTIES. Executive shall serve as Chief Operating Officer of BB&T and BBTC, and shall report to the Chief Executive Officer of Employer. Executive shall have the authority, and perform the duties customarily associated with Executive’s title together with such additional duties of an executive nature as may from time to time be reasonably assigned by the Chief Executive Officer of Employer or Employer’s Boards of Directors. Executive shall devote all of Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange.

1.3 TERM. Subject to the provisions of Section 1.6 below, unless extended or shortened as provided in this Agreement, the term of employment of Executive under this Agreement shall commence on the Effective Date, and shall continue until the expiration of a period of thirty-six (36) consecutive months immediately following the Effective Date (the “Term”). As of the first day of each calendar month commencing February 1, 2007, this Agreement and Executive’s employment hereunder, shall be automatically extended (without any further action of or by Employer or Executive) for an additional successive calendar month; provided, however, that on any one month anniversary date, either Employer or Executive may serve notice to the other parties to fix the Term to a definite thirty-six (36) month period from the date of such notice and no further automatic extensions shall occur. Notwithstanding the foregoing, the Term shall not be extended beyond the first day of the calendar month next following the date on which Executive attains age sixty-five (65). The Term as it may be extended pursuant to this Section 1.3, or, as it may be shortened in accordance with Section 1.6, is hereinafter referred to as the “Term”.

1.4. COMPENSATION AND BENEFITS.

1.4.1 Base Salary. In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary at the annual rate of Six Hundred Twenty-Four Thousand Dollars ($624,000) (the “Base Salary”), payable in equal installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $624,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.

- 2 -

1.6.1 Death. Executive’s employment and this Agreement shall automatically terminate upon Executive’s death.

1.6.2 Retirement. Executive’s employment shall terminate automatically upon Executive’s Retirement.

- 3 -

(i)

the assignment to Executive of duties inconsistent with the position and status of the offices and positions of Employer held by Executive as of the Effective Date; or

- 4 -

(ii)

a reduction by Employer in Executive’s pay grade (if applicable) or annual Base Salary as then in effect; or

(iii)

(iv)

any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement;

1.7 TERMINATION COMPENSATION AND POST-TERMINATION BENEFITS.

- 5 -

(i)

(ii)

(iii)

(iv)

(v)

- 6 -

(i)

(ii)

(iii)

(iv)

- 7 -

(v)

1.7.5 Change of Control. If the employment of Executive is terminated for any reason other than Just Cause or on account of Executive’s death, regardless of whether Employer or Executive initiates such termination, within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), Executive shall be entitled to the following Termination Compensation and benefits in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

(ii)

(iii)

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(iv)

1.7.7 SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates his employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement:

- 9 -

(i)

2. ADDITIONAL COVENANTS OF EXECUTIVE.

- 10 -

(v) induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or their Affiliates.

Nothing in this Section 2.1 shall be read to prohibit an investment described in the last sentence of Section 1.2.

- 11 -

2.5 WORK PRODUCT. Employer alone shall be entitled to all benefits, profits and results arising from or incidental to Executive’s Work Product (as defined in this section 2.5). To the greatest extent possible, any work product, property, data, documentation, inventions or information or materials prepared, conceived, discovered, developed or created by Executive in connection with performing his responsibilities during the Term (“Work Product”) shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A.§ 101 et seq., as amended, and owned exclusively by Employer. Executive hereby unconditionally and irrevocably transfers and assigns to Employer all intellectual property or other rights, title and interest Executive may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Executive agrees to execute and deliver to Employer any transfers, assignments, documents or other instruments which may reasonably be necessary or appropriate to vest complete title and ownership of any Work Product and all associated rights exclusively in Employer. Employer shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Executive, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Executive hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Executive may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Executive shall not be entitled to any compensation in addition to that provided for in this Agreement for any exercise by Employer of its rights set forth in this Section 2.5. In the event any Work Product qualifies for protection under the United States Patent Act, 35 U.S.C. § 1 et. seq., as amended, and Executive agrees to bear the cost of seeking a patent from the U.S. Patent Office, Employer agrees, upon the issuance of such patent and upon receipt from Executive of reimbursement of all costs and expenses related to obtaining such patent, to assign the patent to Executive. Executive hereby grants to Employer a royalty-free, perpetual, irrevocable license to any such patent obtained by Executive in accordance with the preceding sentence.

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3. MISCELLANEOUS.

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If to the Executive, to:

Kelly S. King
Facsimile: (336) 733-2279

If to the Employer, to:

BB&T Corporation
Branch Banking and Trust Company
200 West Second Street
Winston-Salem, NC 27101
Facsimile: (336) 733-2189
Attention: General Counsel

- 14 -

3.4 AMENDMENT. This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

- 15 -

3.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

c. “Change of Control” the earliest of the following dates:

(i)

(ii)

- 16 -

(iii)

(iv)

the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or

(v)

the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.b) which BB&T’s Board of Directors determines should constitute a Change of Control.

- 17 -

d. “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.

e. “Commencement Month” means the first day of the calendar month next following the month in which Executive’s Termination Date occurs.

f. “Compensation Continuance Period” means the period of time over which Executive is receiving Termination Compensation.

g. “Computation Period” means the twelve (12) consecutive month period beginning with the Commencement Month and, thereafter, beginning with each annual anniversary of the Commencement Month.

j. “Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may either be amended from time to time or terminated

k. “Person” means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

l. “Restricted Area” means the continental United States.

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o. “Termination Date” means the date Executive’s employment with Employer is terminated.

p. “Termination Year” means the calendar year in which falls Executive’s Termination Date

- 19 -

3.15 JOINT AND SEVERAL OBLIGATIONS. To the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.

3.16 EXCISE TAX. Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for his benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise would be subject, in whole or in part, to the Excise Tax, then the amounts payable to Executive shall be either (A) the full payment subject to the Excise Tax or (B) such lesser amount subject to the Excise Tax, or (C) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts (taking into account the applicable Federal, state and local employment taxes, income taxes, and the Excise Tax) results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 3.16 shall be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s) that is (are) subject to the Excise Tax (the “Accounting Firm”). BB&T shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely by BB&T. All Excise Tax liability shall be borne solely by Executive without reimbursement from Employer.

3.17 RECITALS. The Recitals to this Agreement are a part of this Agreement.

[The balance of this page is intentionally left blank.]

- 20 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the first date first written above, but on the actual dates indicated below.


BB&T CORPORATION		BRANCH BANKING AND TRUST COMPANY


By: __________________________		By: __________________________

Name: _______________________		Name: _______________________

Title: _________________________		Title: ________________________

Date: ________________________		Date: ________________________



		KELLY S. KING


		______________________________
		Signature

		Date: _________________________

- 21 -

EX-10.3 5 exhibit103.htm Exhibit 10.3

Exhibit 10.3

2006 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This 2006 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 12, 2006, to be effective as of the 31st day of December, 2006 (the “Effective Date”), by and among BB&T CORPORATION, a North Carolina corporation (“BB&T”), BRANCH BANKING AND TRUST COMPANY, a North Carolina chartered commercial bank (“BBTC”), and W. KENDALL CHALK, an individual (“Executive”). BB&T and BBTC are collectively referred to as the “Employer”.

RECITALS

WHEREAS, Employer and their Affiliates are engaged in the banking and financial services business; and

WHEREAS, Executive is experienced in, and knowledgeable concerning, the material aspects of such business; and

WHEREAS, Executive is presently employed as the Senior Executive Vice President and Chief Credit Officer of BB&T and BBTC pursuant to the terms of an employment agreement dated as of April 25, 2002, effective as of January 1, 2002 (the “Predecessor Agreement”); and

WHEREAS, BB&T, BBTC and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein.

AGREEMENT

1. EMPLOYMENT TERMS AND DUTIES.

1.2 DUTIES. Executive shall serve as Senior Executive Vice President and Chief Credit Officer of BB&T and BBTC, and shall report to the Chief Executive Officer of Employer. Executive shall have the authority, and perform the duties customarily associated with Executive’s title together with such additional duties of an executive nature as may from time to time be reasonably assigned by the Chief Executive Officer of Employer or Employer’s Boards of Directors. Executive shall devote all of Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange.

1.3 TERM. Subject to the provisions of Section 1.6 below, unless extended or shortened as provided in this Agreement, the term of employment of Executive under this Agreement shall commence on the Effective Date, and shall continue until the expiration of a period of thirty-six (36) consecutive months immediately following the Effective Date (the “Term”). As of the first day of each calendar month commencing February 1, 2007, this Agreement and Executive’s employment hereunder, shall be automatically extended (without any further action of or by Employer or Executive) for an additional successive calendar month; provided, however, that on any one month anniversary date, either Employer or Executive may serve notice to the other parties to fix the Term to a definite thirty-six (36) month period from the date of such notice and no further automatic extensions shall occur. Notwithstanding the foregoing, the Term shall not be extended beyond the first day of the calendar month next following the date on which Executive attains age sixty-five (65). The Term as it may be extended pursuant to this Section 1.3, or, as it may be shortened in accordance with Section 1.6, is hereinafter referred to as the “Term”.

1.4. COMPENSATION AND BENEFITS.

1.4.1 Base Salary. In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary at the annual rate of Four Hundred Forty-Two Thousand Dollars ($442,000) (the “Base Salary”), payable in equal installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $442,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.

- 2 -

1.6.1 Death. Executive’s employment and this Agreement shall automatically terminate upon Executive’s death.

1.6.2 Retirement. Executive’s employment shall terminate automatically upon Executive’s Retirement.

- 3 -

- 4 -

(i)

the assignment to Executive of duties inconsistent with the position and status of the offices and positions of Employer held by Executive as of the Effective Date; or

(ii)

a reduction by Employer in Executive’s pay grade (if applicable) or annual Base Salary as then in effect; or

(iii)

(iv)

any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement;

1.7 TERMINATION COMPENSATION AND POST-TERMINATION BENEFITS.

- 5 -

(i)

(ii)

(iii)

(iv)

- 6 -

(v)

(i)

(ii)

(iii)

- 7 -

(iv)

(v)

(i)

(ii)

- 8 -

(iii)

(iv)

1.7.7 SERP. Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates his employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement:

- 9 -

(i)

2. ADDITIONAL COVENANTS OF EXECUTIVE.

2.1 NONCOMPETITION. Executive acknowledges and agrees that the duties and responsibilities to be performed by him under this Agreement are of a special and unusual character which have a unique value to Employer and their Affiliates, the loss of which cannot be adequately compensated by damages in any action in law. As a consequence of his unique position as Senior Executive Vice President and Chief Credit Officer of BB&T and BBTC, Executive also acknowledges and agrees that he will have broad access to Confidential Information, that Confidential Information will in fact be developed by him in the course of performing his duties and responsibilities under this Agreement, and that the Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, valuable, special and unique assets of Employer and their Affiliates. Executive further acknowledges and agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or developed by, Executive in the course of his employment will be such that his breach of the covenants contained in this Section 2.1 would immeasurably and irreparably damage Employer and their Affiliates regardless of where in the Restricted Area the activities constituting such breach were to occur. Thus, Executive acknowledges and agrees that it is both reasonable and necessary for the covenants in this Section 2.1 to apply to Executive’s activities throughout the Restricted Area. In recognition of the special and unusual character of the duties and responsibilities of Executive under this Agreement and as a material inducement to Employer to continue to employ Executive in this special and unique capacity, Executive covenants and agrees that, to the extent and subject to the limitations provided in this Section 2 (whichever portion may be applicable), including the limitation on the duration of the covenants therein contained, during the Term and upon termination of Executive’s employment for any reason, or upon the expiration of the Term, Executive shall not, on his own account or as an employee, associate, consultant, partner, agent, principal, contractor, owner, officer, director, member, manager or stockholder of any other Person who is engaged in the Business (collectively, the “Restricted Persons”), directly or indirectly, alone, for, or in combination with any one or more Restricted Persons, in one or a series of transactions:

- 10 -

(v) induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or their Affiliates.

Nothing in this Section 2.1 shall be read to prohibit an investment described in the last sentence of Section 1.2.

- 11 -

- 12 -

2.6 INTERPRETATION; REMEDIES. Consistent with Section 3.8 of this Agreement, the covenants contained in this Section 2 (the “Covenants”) shall be construed and interpreted in any judicial proceeding to permit their enforcement to the maximum extent permitted by law and each of the Covenants is severable and independently enforceable without reference to the enforceability of any other Covenants. Further, if any provision of the Covenants or of this Section 2 is held by a court of competent jurisdiction to be overbroad as written, Executive specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court. Executive agrees that the restraints imposed by this Section 2 are fair and necessary to prevent Executive from unfairly taking advantage of contacts established, nurtured, serviced, enhanced or promoted and knowledge gained during Executive’s employment with Employer and their Affiliates, and are necessary for the reasonable and proper protection of Employer and their Affiliates and that each and every one of the restraints is reasonable with respect to the activities prohibited, the duration thereof, the Restricted Area, the scope thereof, and the effect thereof on Executive and the general public. Executive acknowledges that the Covenants will not cause an undue burden on Executive. Executive further acknowledges that violation of any one or more of the Covenants would immeasurably and irreparably damage Employer and their Affiliates, and, accordingly, Executive agrees that for any violation or threatened violation of any of such Covenants, Employer shall, in addition to any other rights and remedies available to it, at law or otherwise (including, without limitation, the recovery of damages from Executive), be entitled to specific performance and an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation or threatened violation of the Covenants. Executive hereby consents to the issuance of such injunction and agrees to submit to the equitable jurisdiction of any court of competent jurisdiction, without reference to whether Executive resides or does business in that jurisdiction at the time such injunction is sought or entered.

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3. MISCELLANEOUS.

If to the Executive, to:

W. Kendall Chalk
Facsimile: (336) 733-2279

If to the Employer, to:

BB&T Corporation
Branch Banking and Trust Company
200 West Second Street
Winston-Salem, NC 27101
Facsimile: (336) 733-2189
Attention: General Counsel

- 14 -

3.4 AMENDMENT. This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

- 15 -

3.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

c. “Change of Control” the earliest of the following dates:

(i)

- 16 -

(ii)

(iii)

(iv)

the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or

(v)

the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.b) which BB&T’s Board of Directors determines should constitute a Change of Control.

- 17 -

d. “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.

e. “Commencement Month” means the first day of the calendar month next following the month in which Executive’s Termination Date occurs.

f. “Compensation Continuance Period” means the period of time over which Executive is receiving Termination Compensation.

g. “Computation Period” means the twelve (12) consecutive month period beginning with the Commencement Month and, thereafter, beginning with each annual anniversary of the Commencement Month.

j. “Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may either be amended from time to time or terminated

k. “Person” means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

l. “Restricted Area” means the continental United States.

- 18 -

o. “Termination Date” means the date Executive’s employment with Employer is terminated.

p. “Termination Year” means the calendar year in which falls Executive’s Termination Date

- 19 -

3.15 JOINT AND SEVERAL OBLIGATIONS. To the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.

3.17 RECITALS. The Recitals to this Agreement are a part of this Agreement.

[The balance of this page is intentionally left blank.]

- 20 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the first date first written above, but on the actual dates indicated below.


BB&T CORPORATION		BRANCH BANKING AND TRUST COMPANY


By: __________________________		By: __________________________

Name: _______________________		Name: _______________________

Title: _________________________		Title: ________________________

Date: ________________________		Date: ________________________



		W. KENDALL CHALK


		______________________________
		Signature

		Date: _________________________

- 21 -

EX-99.1 6 exhibit991.htm Exhibit 99.1

Exhibit 99.1

Dec. 4, 2006

FOR IMMEDIATE RELEASE


Contacts:
Bob Denham		Jeff Nichols
Senior Vice President		Vice President
Public Relations		Public Relations
(910) 914-9073		(336) 733-1472

BB&T names two to its Executive Management team

WINSTON-SALEM, N.C. – As part of a long-term plan to add younger executives to its top leadership group, BB&T Corporation (NYSE: BBT) today named two new members to its Executive Management team.

Donna Goodrich, manager of Deposit Services, and Clarke R. Starnes III, manager of Specialized Lending, will join nine current members on the executive team, which sets policy and direction for the corporation.

“Both Donna and Clarke are independent thinkers who make rational, objective decisions based on the facts,” said BB&T Chairman and Chief Executive Officer John Allison. “They are proven leaders who will further strengthen our Executive Management team and our company for the long term.

“Along with the rest of our management team, Donna and Clarke will provide the necessary leadership to compete – and remain independent – in a rapidly changing industry.”

As manager of Winston-Salem-based Deposit Services, Goodrich, 43, is responsible for management and development of retail and commercial deposit products as well as deposit compliance and operations.

“This is an exciting opportunity to be part of the BB&T management team that will continue to guide the organization as we work to help each of our clients achieve their financial goals,” she said.

MORE

A Richmond, Va., native, Goodrich joined BB&T in 1985. After graduating from BB&T’s Leadership Development Program, she served as a retail services officer, financial center manager, mergers and acquisitions analyst, asset/liability management specialist and deposits and corporate funding manager.

She serves on several BB&T committees, including the Market Risk and Liquidity committee, and served on the board of directors of the Federal Home Loan Bank of Atlanta from June 2004 to December 2005.

Goodrich earned her bachelor’s degree from the University of Virginia’s McIntire School of Commerce. She is actively involved in the youth program at Center Grove Baptist Church in Clemmons, N.C.

As manager of BB&T’s Winston-Salem-based Specialized Lending Group, Starnes, 47, heads up a group of 10 subsidiary corporations, affiliates and divisions of BB&T that provide non-traditional lending products and services.

“I’m grateful to have a role in setting policy and direction for our organization as we face the many industry and global challenges of the future,” he said.

The Gastonia, N.C., native joined BB&T in 1982. After graduating from BB&T’s Leadership Development Program, he managed BB&T’s loan officer development program and credit analyst department. He later served as a business services manager, regional senior credit officer, regional loan administrator for corporate accounts, and direct retail lending risk manager.

Starnes is a member of the national Risk Management Association. He is also a board committee chairman and a former director of Consumer Credit Counseling Services of Forsyth County (N.C.) He is a deacon at Hope Presbyterian Church in Winston-Salem.

Starnes earned his bachelor’s degree in business administration from the University of North Carolina at Chapel Hill. He is a graduate of the ABA Stonier Graduate School of Banking at the University of Delaware.

BB&T’s other Executive Management team members include Allison, Chief Operating Officer Kelly King, Banking Network Manager Ricky Brown, Chief Credit Officer Ken Chalk, Electronic Delivery Systems Manager Barbara Duck, Risk Management & Administrative Services Manager Rob Greene, Chief Financial Officer Chris Henson, Chief Marketing Officer Steve Wiggs and Operations Division Manager Leon Wilson.

BB&T last added members to its executive management team in July 2004 when Brown and Henson joined. Duck and Wiggs joined a year earlier.

MORE

“BB&T certainly has excellent depth on the management team, a great combination of long-time members and newer ones,” Allison said. “This is a group with the intellectual insight, moral character and proven experience to lead BB&T into the future.”

Winston-Salem, N.C.-based BB&T Corporation and its subsidiaries offer full-service commercial and retail banking and additional financial services such as insurance, investments, retail brokerage, corporate finance, payment services, international banking, leasing and trust.

BB&T operates more than 1,450 financial centers in the Carolinas, Virginia, Maryland, West Virginia, Kentucky, Tennessee, Georgia, Florida, Alabama, Indiana and Washington, D.C.

With $118.5 billion in assets, BB&T Corporation is the nation’s 11th largest financial holding company. More information about the company is available at www.BBT.com.

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