<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0939887
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of organization) Number)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices, including zip code)
BB&T CORPORATION
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
FOR HIGHLY COMPENSATED EMPLOYEES
(Full title of the plan)
Jerone C. Herring, Esq.
BB&T Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
(336) 733-2180
(Name, address and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
Deferred
Compensation
Obligations $ 30,000,000 (1) 100% $ 30,000,000 (2) $ 8,340 (2)
------------------- ------------- -------------
- ------------------------------------------------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of BB&T
Corporation to pay deferred compensation in the future in accordance with
the terms of the BB&T Corporation Supplemental Defined Contribution Plan
for Highly Compensated Employees.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h).
----------------
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by BB&T Corporation (the
"Company" or "BB&T") with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;
(c) The Company's Current Reports on Form 8-K filed January
15, 1998, February 26, 1998, February 27, 1998, April 13, 1998, May 13,
1998, June 23, 1998, July 7, 1998, July 13, 1998, August 10, 1998,
August 11, 1998, August 27, 1998, September 18, 1998 and October 14,
1998; and
(d) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year referred to in (a)
above.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
The deferred compensation obligations of the Company (the
"Deferred Compensation Obligations") being registered herein are issuable under
the terms of the BB&T Corporation Supplemental Defined Contribution Plan for
Highly Compensated Employees (the "Plan"). Capitalized terms used without
definition herein have the meanings given such terms in the Plan. References to
the "Company" include affiliates of the Company unless the context otherwise
requires.
The Plan is intended to supplement benefits payable to certain
participants in the BB&T Corporation 401(k) Savings Plan to the extent that such
benefits are curtailed by the application of certain limits imposed by the
Internal Revenue Code of 1986, as amended (the "Code"). The Plan is also
intended to provide certain participants in the Company's executive incentive
compensation plans with an effective means of deferring on a pre-tax basis all
or a portion of the payments such participants are entitled to receive under
such plans.
The Deferred Compensation Obligations constitute general
unsecured obligations of the Company to the participant and are not convertible
into another security of the Company. Benefits are payable solely from the
Company's general assets and are subject to the risk of corporate insolvency.
Notwithstanding the foregoing, the Company has established a separate trust,
entitled the "BB&T Corporation Non-Qualified Deferred Compensation Trust" (the
"Trust"), to which the Company may make contributions from time to time in order
to fund its obligations under the Plan and certain other non-qualified deferred
compensation plans maintained by the Company. Branch Banking and Trust Company
II - 1
<PAGE>
serves as trustee (the "Trustee") under the Trust pursuant to a Trust Agreement
dated January 1, 1997 between the Company and the Trustee. The Trustee is a
wholly-owned bank subsidiary of the Company. The assets of the Trust are subject
to the claims of the Company's general creditors in the event the Company
becomes insolvent or bankrupt. Pursuant to the terms of the Trust, the Company
shall indemnify and hold the Trustee harmless from and against losses, damages,
costs, expenses and liabilities of the Trustee associated with the Trust except
for acts or omissions of the Trustee which constitute gross negligence or
willful misconduct.
No participant or beneficiary shall have any legal or
equitable rights, interest or claims in any particular asset of the Trust or the
Company by reason of the Company's obligations. Further, the Trust does not
create any preferred claim over creditors of the Company for any Plan
participant. All rights of a Plan participant against the Company shall remain
unsecured contractual rights of a participant. A participant's right to the
Deferred Compensation Obligations cannot be transferred, assigned, pledged or
encumbered except by a written designation of a beneficiary under the terms of
the Plan.
The amount of compensation to be deferred by each participant
is determined in accordance with the terms of the Plan based on elections by the
participant. Deferred amounts are credited to each participant's account.
Amounts in a participant's account will be indexed to one or more investment
media individually chosen by a participant from the investment media available
under the Plan (currently a fixed rate cash fund and a stock index fund). Each
participant's account will be adjusted to reflect the investment performance of
the selected media, including any appreciation or depreciation. Amounts deferred
are fully vested at all times. There is no trading market for the Deferred
Compensation Obligations.
Benefits based on the Deferred Compensation Obligations are
payable solely in cash following termination of the participant's service upon
certain distribution dates available to the participant (and in limited cases
where hardship withdrawals are permitted).
The Plan may be amended or terminated by the Board at any
time; provided, that in no event may such termination or amendment reduce any
participant's accrued benefit with respect to the Deferred Compensation
Obligations as of the date of such amendment or termination, nor shall any such
amendment affect the terms of the Plan relating to the payment of such accrued
benefit without the participant's prior written consent to such amendment. The
Plan is administered by an Administrative Committee appointed by the Board.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to indemnification
of directors and officers of North Carolina corporations. In general, such
sections provide that: (i) a corporation must indemnify a director or officer
who is wholly successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of incorporation,
and (ii) a corporation may indemnify a director or officer if he is not wholly
successful in such defense, if it is determined as provided by statute that the
director or officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or is adjudged liable on the
basis that personal benefit was improperly received by him, the corporation may
not indemnify him. A director or officer of a corporation who is a party to a
proceeding may also apply to a court for indemnification, and the court may
order indemnification under certain circumstances set forth in statute. A
corporation may, in its articles of incorporation or bylaws or by contract or
resolution of the board of directors, provide indemnification in addition to
that provided by statute, subject to certain conditions.
II - 2
<PAGE>
BB&T's bylaws provide for the indemnification of any director
or officer of BB&T against liabilities and litigation expenses arising our of
his status as such, excluding: (i) any liabilities or litigation expenses
relating to activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interest of BB&T and (ii) that
portion of any liabilities or litigation expenses with respect to which such
person is entitled to receive payment under any insurance policy.
BB&T's articles of incorporation provide for the elimination
of the personal liability of each director of BB&T to the fullest extent
permitted by law.
BB&T maintains directors and officers liability insurance
that, in general, insures: (i) BB&T's directors and officers against loss by
reason of any of their wrongful acts and (ii) BB&T against loss arising from
claims against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.
Certain rules of the Federal Deposit Insurance Corporation
limit the ability of certain depository institutions, their subsidiaries and
their affiliated depository institution holding companies to indemnify
affiliated parties, including institution directors. In general, subject to the
ability to purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an administrative or enforcement action commenced by any federal banking
agency that results in a final order or settlement pursuant to which the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
------ -----------
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney of Directors and Officers of the Company
99 BB&T Corporation Supplemental Defined Contribution Plan for
Highly Compensated Employees
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
II - 3
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II - 4
<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, BB&T
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Winston-Salem, State of North Carolina,
effective this 29th day of December, 1998.
BB&T CORPORATION
By: /s/ Jerone C. Herring *
Jerone C. Herring
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated effective December 29, 1998.
/s/ John A. Allison * /s/ Scott E. Reed *
- ---------------------------------- ---------------------------------------
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice President
Chief Executive Officer and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett * /s/ Paul B. Barringer *
- ---------------------------------- ---------------------------------------
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ Alfred E. Cleveland * /s/ W. R. Cuthbertson, Jr.*
- ---------------------------------- ---------------------------------------
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal * /s/ A. J. Dooley, Sr. *
- ---------------------------------- ---------------------------------------
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird * /s/ Paul S. Goldsmith *
- ---------------------------------- ---------------------------------------
Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley * /s/ Jane P. Helm *
- ---------------------------------- ---------------------------------------
Name: L. Vincent Hackley Name: Jane P. Helm
Title: Director Title: Director
II - 5
<PAGE>
/s/ Richard Janeway, M.D.* /s/ J. Ernest Lathem, M.D.*
- --------------------------------- ---------------------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
/s/ James H. Maynard * /s/ Joseph A. McAleer, Jr.*
- --------------------------------- ---------------------------------------
Name: James H. Maynard Name: Joseph A. McAleer, Jr.
Title: Director Title: Director
/s/ Albert O. McCauley * /s/ Richard L. Player, Jr.*
- --------------------------------- ---------------------------------------
Name: Albert O. McCauley Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants, Jr. * /s/ Nido R. Qubein *
- --------------------------------- ---------------------------------------
Name: C. Edward Pleasants, Jr. Name: Nido R. Qubein
Title: Director Title: Director
/s/ E. Rhone Sasser * /s/ Jack E. Shaw *
- --------------------------------- ---------------------------------------
Name: E. Rhone Sasser Name: Jack E. Shaw
Title: Director Title: Director
/s/ Harold B. Wells *
- ---------------------------------
Name: Harold B. Wells
Title: Director
*By: /s/ Jerone C. Herring *
- ---------------------------------
Name: Jerone C. Herring
Attorney-in-Fact
II - 6
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation
Exhibit No. Description
- ---------- -----------
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney of Directors and Officers of the Company
99 BB&T Corporation Supplemental Defined Contribution Plan for
Highly Compensated Employees
<PAGE>
EXHIBIT 5
[WCSR LETTERHEAD]
December 29, 1998
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-8 with respect
to the BB&T Corporation Supplemental Defined
Contribution Plan for Highly Compensated Employees
Ladies and Gentlemen:
We have acted as counsel for BB&T Corporation (the "Company")
in connection with its registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $30,000,000 in deferred compensation obligations of
the Company (the "Deferred Compensation Obligations"), which are proposed to be
offered and sold pursuant to the BB&T Corporation Supplemental Defined
Contribution Plan for Highly Compensated Employees (the "Plan"). The Deferred
Compensation Obligations are proposed to be registered pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"). This opinion is
provided pursuant to the requirements of Item 8 of Form S-8 and Item 601(b)(5)
of Regulation S-K.
The Plan is intended to constitute an unfunded "top hat" plan
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The Plan is subject to
certain disclosure and procedural requirements of ERISA but, since it is
intended to be a "top hat" plan, it is not subject to the eligibility, vesting,
accrual, funding, fiduciary responsibility and similar substantive requirements
of ERISA.
In rendering this opinion, we have examined such records,
documents, and proceedings as we have deemed relevant as a basis for the opinion
expressed herein.
This opinion is limited to the laws of the State of North
Carolina, excluding local laws of the State of North Carolina (e.g., the
statutes and ordinances, the administrative decisions and the rules and
regulations of counties, towns, municipalities and special political
subdivisions of, or authorities or quasi-governmental bodies constituted under
the laws of, the State of North Carolina and judicial decisions to the extent
they deal with any of the foregoing), and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.
Based on the foregoing and the qualifications and limitations
set forth below, and having regard for such legal considerations as we deem
relevant, we are of the opinion that the Deferred Compensation Obligations, when
established pursuant to the terms of the Plan, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as enforceability (i) may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally, and (ii) is subject to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
<PAGE>
We hereby consent to the filing of a copy of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act, or other rules and
regulations of the Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Jane Jeffries Jones
-------------------
Jane Jeffries Jones
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated September 18,
1998, included in BB&T Corporation's Form 8-K dated September 18, 1998, and to
all references to our firm included in this registration statement. Our report
dated January 14, 1998, included in BB&T Corporation's financial statements
previously filed on Form 10-K and incorporated by reference in this registration
statement is no longer appropriate combinations accounted for as
poolings-of-interests.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
December 29, 1998
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
Each of the undersigned, being a director and/or officer of BB&T
Corporation (the "Company"), hereby nominates, constitutes and appoints John A.
Allison, Scott E. Reed and Jerone C. Herring, or any one of them severally, to
be his or her true and lawful attorney-in-fact and to sign in his or her name
and on his or her behalf in any and all capacities stated below, and to file
with the Securities and Exchange Commission (the "Commission"), a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain deferred compensation obligations of the Company in connection with the
BB&T Corporation Supplemental Defined Contribution Plan for Highly Compensated
Employees, and to file any and all amendments, including post-effective
amendments, to the Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact deems appropriate, and generally
to do all such things on his or her behalf in any and all capacities stated
below to enable the Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.
This Power of Attorney has been signed by the following persons in the
capacities indicated on December 15, 1998.
/s/ John A. Allison IV /s/ Scott E. Reed
- --------------------------------- ---------------------------------------
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice President
Chief Executive Officer and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett /s/ Paul B. Barringer
- --------------------------------- ---------------------------------------
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ Alfred E. Cleveland /s/ W. R. Cuthbertson, Jr.
- --------------------------------- ---------------------------------------
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal /s/ A. J. Dooley, Sr.
- --------------------------------- ---------------------------------------
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird /s/ Paul S. Goldsmith
- --------------------------------- ---------------------------------------
Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley /s/ Jane P. Helm
- --------------------------------- ---------------------------------------
Name: L. Vincent Hackley Name: Jane P. Helm
Title: Director Title: Director
<PAGE>
/s/ Richard Janeway, M.D /s/ J. Ernest Lathem, M.D.
- --------------------------------- ---------------------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
/s/ James H. Maynard /s/ Joseph A. McAleer, Jr.
- --------------------------------- ---------------------------------------
Name: James H. Maynard Name: Joseph A. McAleer, Jr.
Title: Director Title: Director
/s/ Albert O. McCauley /s/ Richard L. Player, Jr.
- --------------------------------- ---------------------------------------
Name: Albert O. McCauley Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants, Jr. /s/ Nido R. Qubein
- --------------------------------- ---------------------------------------
Name: C. Edward Pleasants, Jr. Name: Nido R. Qubein
Title: Director Title: Director
/s/ E. Rhone Sasser /s/ Jack E. Shaw
- --------------------------------- ---------------------------------------
Name: E. Rhone Sasser Name: Jack E. Shaw
Title: Director Title: Director
/s/ Harold B. Wells
- ---------------------------------
Name: Harold B. Wells
Title: Director
<PAGE>
EXHIBIT 99
<PAGE>
BB&T CORPORATION
SUPPLEMENTAL DEFINED CONTRIBUTION
PLAN FOR HIGHLY COMPENSATED EMPLOYEES
EFFECTIVE JANUARY 1, 1998
<PAGE>
BB&T CORPORATION
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
FOR HIGHLY COMPENSATED EMPLOYEES
TABLE OF CONTENTS
Page
Section 1. Establishment and Purpose -iv-
1.1 Establishment of Plan -iv-
1.2 Purpose of Plan -iv-
1.3 Application of Plan -2-
Section 2. Definitions and Construction -2-
2.1 "Account" -2-
2.2 "Accrued Benefit" -3-
2.3 "Adjustment Date" -3-
2.4 "Affiliate" -3-
2.5 "Beneficiary" -3-
2.6 "Board" -3-
2.7 "Code" -3-
2.8 "Committee" -3-
2.9 "Company" -4-
2.10 "Company Discretionary Credits" -4-
2.11 "Covered Compensation" -4-
2.12 "Crediting Rate -4-
2.13 "Deferral Election Form" -5-
2.14 "Effective Date" -5-
2.15 "Eligible Employee" -5-
2.16 "Employee" -5-
2.17 "Employer" -5-
2.18 "Entry Date" -6-
2.19 "ERISA" -6-
2.20 "Incentive Compensation Credits" -6-
2.21 "Incentive Compensation Plan" -6-
2.22 "Index Fund -6-
2.23 "Index Fund Credit" -6-
2.24 "Participant" -7-
2.25 "Plan" -7-
2.26 "Plan Year" -7-
2.27 "Salary Reduction Election Form" -7-
2.28 "Salary Reduction Credits" -8-
2.29 "Savings Plan" -8-
2.30 "Service" -8-
2.31 "Spouse"or "Surviving Spouse" -8-
Section 3. Credits to Account -8-
<PAGE>
3.1 Salary Reduction Credits -8-
3.2 Company Discretionary Credits -9-
3.3 Incentive Compensation Credits -9-
Section 4. Vesting -10-
Section 5. Payment of Benefits -10-
5.1 Distribution -10-
5.2 Payment of Benefits for Reasons Other Than Death -10-
5.3 Payment of Death Benefit -12-
5.4 Rules -12-
Section 6. Unforeseeable Emergency Payments -13-
6.1 Conditions for Request -13-
6.2 Written Request -13-
6.3 Processing of Request -13-
6.4 Rules -14-
Section 7. Deemed Investments and Adjustment of Accounts -14-
7.1 Deemed Investment of Accounts in Index Fund -15-
7.2 Adjustment of Fixed Rate Account -16-
7.3 Adjustment of Index Fund Account -18-
7.4 Rules -19-
7.5 Special Effective Date -19-
Section 8. Administration by Committee -19-
8.1 Membership of Committee -19-
8.2 Committee Officers; Subcommittee -19-
8.3 Committee Meetings -20-
8.4 Transaction of Business -20-
8.5 Committee Records -20-
8.6 Establishment of Rules -20-
8.7 Conflicts of Interest -20-
8.8 Correction of Errors -21-
8.9 Authority to Interpret Plan -21-
8.10 Third Party Advisors -21-
8.11 Compensation of Members -22-
8.12 Committee Expenses -22-
8.13 Indemnification of Committee -22-
Section 9. Funding -22-
Section 10. Allocation of Responsibilities -23-
10.1. Board -23-
10.2 Committee -23-
10.3 Plan Administrator -24-
-ii-
<PAGE>
Section 11. Benefits Not Assignable; Facility of Payments -24-
11.1 Benefits Not Assignable -24-
11.2 Payments to Minors and Others -24-
Section 12. Beneficiary -25-
Section 13. Amendment and Termination of Plan -25-
Section 14. Communication to Participants -26-
Section 15. Claims Procedure -26-
15.1 Filing of a Claim for Benefits -26-
15.2 Notification to Claimant of Decision -27-
15.3 Procedure for Review -27-
15.4 Decision on Review -27-
15.5 Action by Authorized Representative of Claimant -28-
Section 16. Parties to the Plan -28-
16.1 Single Plan -28-
16.2 Service; Allocation of Costs -28-
16.3 Committee -29-
16.4 Authority to Amend and Terminate -29-
Section 17. Compliance with Section 16 of the Securities
Exchange Act of 1934 and Rule 16b-3 Trading
Restrictions -29-
Section 18. Miscellaneous Provisions -29-
18.1 Notices -29-
18.2 Lost Distributees -30-
18.3 Reliance on Data -30-
18.4 Receipt and Release for Payments -30-
18.5 Headings -30-
18.6 Continuation of Employment -30-
18.7 Construction -31-
18.8 Nonliability of Employer -31-
18.9 Severability -31-
18.10 Merger and Consolidation -31-
18.11 Withholding Taxes -31-
-iii-
<PAGE>
BB&T CORPORATION
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
FOR HIGHLY COMPENSATED EMPLOYEES
Section 1. Establishment and Purpose:
1.1 Establishment of Plan : Effective as of January 1, 1998,
BB&T Corporation (the "Company") established this supplemental retirement plan
for the benefit of certain eligible highly compensated employees of the Company
and participating Affiliates. The plan shall be known as the BB&T CORPORATION
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN FOR HIGHLY COMPENSATED EMPLOYEES (the
"Plan"). All benefits from the Plan shall be payable solely from the general
assets of the Company and participating Affiliates. The Plan is comprised of
both an "excess benefit plan" within the meaning of Section 3(36) of ERISA and
an unfunded plan maintained for the purposes of providing deferred compensation
to a "select group of highly compensated employees" within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan, therefore, is
intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of ERISA.
1.2 Purpose of Plan : The primary purpose of the Plan is to
supplement the benefits payable to certain participants under the qualified BB&T
Corporation 401(k) Savings Plan to the extent that such benefits are curtailed
by the application of certain limits imposed by the Code. The Plan is also
intended to provide certain participants in the Company's executive incentive
compensation plans with an effective means of deferring on a pre-tax basis a
portion of the payments they are entitled to receive under such plans.
<PAGE>
1.3 Application of Plan : The terms of this Plan are
applicable only to Participants who are in the Service of the Company or a
participating Affiliate on or after January 1, 1998.
Section 2. Definitions and Construction:
Wherever appropriate, words used in the Plan in the singular
may include the plural, or the plural may be read as the singular. References to
one gender shall include the other. A capitalized term used, but not defined in
the Plan, shall have the same meaning given in Section 2.1 of the Savings Plan,
depending on the context in which the term is used. Whenever used in this Plan,
including Section 1 and this Section 2, the following capitalized terms shall
have the meaning set forth below (unless otherwise indicated by the context)
rather than any definition provided under the Savings Plan:
2.1 "Account" means the aggregate of the unfunded, separate
bookkeeping accounts established and maintained with respect to each Participant
pursuant to the provisions of Section 7. The separate bookkeeping accounts that
may be established and maintained with respect to the Account shall include the
following:
2.1.1 "Discretionary Account" means the separate bookkeeping
account to be kept for each Participant to which Company Discretionary
Credits shall be credited.
2.1.2 "Incentive Compensation Account" means the separate
bookkeeping account to be kept for each Participant to which Incentive
Compensation Credits under any designated Incentive Compensation Plan
shall be credited.
2.1.3 "Prior Plan Account" means the separate bookkeeping
account to be kept for each Participant to reflect that portion of the
Account (if any) attributable to an account maintained by an Employer
on behalf of a Participant pursuant to any other unfunded nonqualified
plan or contract of deferred compensation which was transferred to this
Plan at the direction of the Committee.
2.1.4 "Salary Reduction Account" means the separate
bookkeeping account to be kept for each Participant to which Salary
Reduction Credits shall be credited.
- 2 -
<PAGE>
Separate sub-accounts shall be established and maintained with respect to each
separate bookkeeping account known as the "Fixed Rate Account" and the "Index
Fund Account." The Fixed Rate Account and the Index Fund Account shall be
adjusted in the manner provided in Section 7.
2.2 "Accrued Benefit" means with respect to each Participant
the balance credited to his Account as of the applicable Adjustment Date
following adjustment thereof as provided in Section 7.
2.3 "Adjustment Date" means each day securities are traded on
the New York Stock Exchange, except regularly scheduled holidays of Branch
Banking and Trust Company ("BB&T"), a North Carolina corporation with its
principal office at Winston-Salem, North Carolina. The 15th day of each calendar
month is sometimes referred to herein as a "Monthly Adjustment Date;" provided,
however, that if the 15th day of a calendar month falls on a weekend or a
regularly scheduled holiday of BB&T, the Monthly Adjustment Date for such
calendar month shall be the first Adjustment Date that immediately precedes the
15th day of the calendar month.
2.4 "Affiliate" means any corporation which, with the Company,
is a member of a controlled group of employers as defined in Section 414(b) of
the Code.
2.5 "Beneficiary" means the person, persons or entity
designated or determined pursuant to the provisions of Section 12 of the Plan to
receive the balance of the Participant's Account under this Plan, if any, after
his death.
2.6 "Board" means the Board of Directors of the Company.
2.7 "Code" means the Internal Revenue Code of 1986, as
amended, and rules and regulations issued thereunder.
2.8 "Committee" means the Administrative Committee provided
for in Section 8.
- 3 -
<PAGE>
2.9 "Company" means BB&T Corporation, a North Carolina
corporation with its principal office at Winston-Salem, North Carolina, or any
successor thereto by merger, consolidation or otherwise.
2.10 "Company Discretionary Credits" means the amounts
credited to the Participant's Discretionary Account by the Committee pursuant to
the provisions of Section 3.2.
2.11 "Covered Compensation" means the wages within the meaning
of Section 3401(a) of the Code and all other payments of compensation to the
Participant by the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Participant a written
statement (as currently reportable on Form W-2) under Sections 6041(d),
6051(a)(3) and 6052 of the Code, but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed, subject to the following adjustments:
(a) There shall be excluded amounts paid or reimbursed by the
Employer for moving expenses incurred by the Participant to the extent
that at the time of payment it is reasonable to believe that these
amounts are deductible by the Participant under Section 217 of the
Code;
(b) There shall be excluded any fringe benefits or welfare
benefits;
(c) There shall be included any amounts contributed by the
Participant to an employee benefit plan maintained by the Employer
pursuant to a salary reduction agreement which are not includible in
the gross income of the Participant under Sections 125, 402(e)(3),
402(h) or 403(b) of the Code;
(d) There shall be included any compensation deferred pursuant
to Sections 3.1 and 3.3 of this Plan; and
(e) There shall be included amounts in excess of the
limitation described in Section 401(a)(17) of the Code.
- 4 -
<PAGE>
2.12 "Crediting Rate " means the rate in effect as of the
first day of each Plan Year and utilized throughout the entire Plan Year in
crediting interest to the balance in the Fixed Rate Accounts of each
Participant. The Crediting Rate shall be determined in the manner described in
Exhibit A attached hereto, as the same may be amended from time to time by the
Committee. Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Crediting Rate for such Plan Year.
2.13 "Deferral Election Form" means the election form executed
by the Participant pursuant to the provisions of Section 3.3 of the Plan.
2.14 "Effective Date" means January 1, 1998.
2.15 "Eligible Employee" means each Employee who is determined
by the Committee to be a highly compensated employee and who is selected by the
Committee to participate in the Plan. In no event may an Employee whose annual
compensation is less than the dollar amount specified in Code ss.
414(q)(1)(B)(i) be considered highly compensated for purposes of the Plan. An
Employee shall cease to be an Eligible Employee immediately upon the first to
occur of the following: (i) the Employee's termination of Service; (ii)
determination by the Committee that the Employee is no longer a highly
compensated employee; or (iii) determination by the Committee in its sole
discretion that the Employee shall no longer be eligible to participate in the
Plan. See Section 2.24 with respect to provisions governing participation in the
Plan by an Eligible Employee.
2.16 "Employee" means an individual in the Service of the
Employer if the relationship between him and the Employer is the legal
relationship of employer and employee.
2.17 "Employer" means the Company and participating
Affiliates. See Section 16 for special provisions concerning participating
Affiliates.
- 5 -
<PAGE>
2.18 "Entry Date" means the Effective Date and thereafter
January 1 of each Plan Year. Under special circumstances, such as the
acquisition of an Affiliate, the Committee may designate a date other than
January 1 of a Plan Year as an Entry Date.
2.19 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended (including amendments of the Code affected thereby) and
rules and regulations issued thereunder.
2.20 "Incentive Compensation Credits" means the amounts
credited to the Participant's Incentive Compensation Account by the Committee
pursuant to the provisions of Section 3.3.
2.21 "Incentive Compensation Plan" means any executive
incentive compensation plan maintained by the Company, as designated by the
Committee on Exhibit B attached hereto as the same may be amended from time to
time, under which a Participant is entitled to receive an annual or long-term
cash award based on the satisfaction of pre-established, objective performance
goals.
2.22 "Index Fund " means the mutual fund described in Exhibit
C attached hereto, as the same may be amended from time to time by the
Committee. Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Index Fund for such Plan Year.
2.23 "Index Fund Credit" means a bookkeeping unit used for the
purpose of crediting deemed shares of the Index Fund to the Index Fund Account
of each Participant. Each Index Fund Credit shall be equal to one share of the
Index Fund. The value of each Index Fund Credit shall be equivalent to the net
value of a share of the Index Fund as of the applicable Adjustment Date.
- 6 -
<PAGE>
2.24 "Participant" means with respect to any Plan Year an
Eligible Employee who has entered the Plan and any former Employee who has an
Accrued Benefit remaining under the Plan. An Eligible Employee who has not
otherwise entered the Plan shall enter the Plan and become a Participant as of
the Entry Date determined by the Committee; provided, that an Eligible Employee
shall not become a Participant in this Plan unless (i) the contributions to his
Tax-Deferred Contributions Account under the Savings Plan are less than such
contributions would otherwise be under the Savings Plan if such plan did not
observe the limitations described in Sections 401(a)(17), 401(k), 402(g) and 415
of the Code, or if such Plan included deferrals under Sections 3.1 and 3.3 of
this Plan in its definition of Compensation; or (ii) he is eligible to
participate in any Incentive Compensation Plan. A Participant shall cease to be
a Participant as of the date he ceases to be an Eligible Employee or ceases to
be a participant in the Savings Plan and any Incentive Compensation Plan. A
Participant who separates from Service with the Employer and who later returns
to Service will not be eligible to reenter this Plan and become a Participant
except upon satisfaction of such terms and conditions as the Committee shall
establish following the Participant's return to Service, whether or not the
Participant shall have an Accrued Benefit remaining under the Plan on the date
of his return to Service. The Eligible Employees eligible to participate in the
Plan are designated on Exhibit D attached hereto, as it may be amended from time
to time by the Committee.
2.25 "Plan" means the unfunded, non-qualified deferred
compensation plan as herein set out or as duly amended.
2.26 "Plan Year" means the 12-calendar-month period ending on
December 31 of each year.
2.27 "Salary Reduction Election Form" means the election form
executed by the Participant pursuant to the provisions of Section 3.1 of the
Plan.
- 7 -
<PAGE>
2.28 "Salary Reduction Credits" means the amounts credited to
the Participant's Salary Reduction Account by the Committee pursuant to the
provisions of Section 3.1 of the Plan.
2.29 "Savings Plan" means the BB&T Corporation 401(k) Savings
Plan (as amended and restated as of January 1, 1997), as it may be amended from
time to time.
2.30 "Service" means employment by the Employer as an
Employee.
2.31 "Spouse" or "Surviving Spouse" means, except as otherwise
provided in the Plan, the legally married or surviving spouse of a Participant.
Section 3. Credits to Account:
3.1 Salary Reduction Credits :
3.1.1 Amount of Salary Reduction Credits:
(a) Each Participant who is a participant in the
Savings Plan may elect, by executing a Salary Reduction
Election Form, to reduce on a pre-tax basis his Covered
Compensation from the Employer for any Plan Year by an amount
equal to the difference between (1) and (2), where:
(1) is a whole percentage of Covered
Compensation equal to the same contribution
percentage elected by the Participant under Section
4.3 of the Savings Plan (as such Section may be
hereafter amended); and
(2) is an amount equal to the maximum
Tax-Deferred Contributions that has been, or will be,
made to the Participant's Tax-Deferred Contributions
Account under the Savings Plan (determined with
respect to all Savings Plan provisions, and the
limitations described in Sections 401(a)(17), 401(k),
401(m), 402(g) and 415 of the Code) for such Plan
Year.
(b) An amount equal to the Participant's Salary
Reduction Credits shall be credited by the Committee to the
Salary Reduction Account maintained for the Participant
pursuant to Section 7.
3.1.2 Time for Crediting Salary Reduction Credits: The amount
of Salary Reduction Credits to be credited to the Salary Reduction
Account of a Participant shall be credited to the Participant's Salary
Reduction Account at the same time and in the same manner as
Tax-Deferred Contributions are credited to the Participant's
Tax-Deferred Contribution Account under the Savings Plan.
- 8 -
<PAGE>
3.1.3 Administrative Rules Governing Salary Reduction
Elections: A salary reduction election pursuant to Section 3.1.1 shall
be made by the Participant by executing and delivering to the Committee
a Salary Reduction Election Form in accordance with such rules and
procedures as are adopted by the Committee from time to time. The
Salary Reduction Election Form must be received by the Committee prior
to the beginning of each Plan Year (or the date the Participant is
first eligible to participate in the Savings Plan, if he becomes so
eligible during the Plan Year) and shall be irrevocable for the Plan
Year (or remainder of the Plan Year), if applicable.
<PAGE>
3.2 Company Discretionary Credits :
3.2.1 Amount of Company Discretionary Credits: At the
discretion of the Company and pursuant to the directions of the
Company, the Committee shall credit to the Discretionary Account of a
Participant a Company Discretionary Credit, which shall be an amount
determined by the Company. The determination of which Participant or
Participants shall be credited with a Company Discretionary Credit and
the amount of such credit shall be determined solely by the Company.
3.2.2 Time for Crediting Company Discretionary Credits: The
amount of Company Discretionary Credits to be credited to the
Discretionary Account of the Participant shall be credited by the
Committee to the Participant's Discretionary Account at such time or
times as the Committee so designates.
3.3 Incentive Compensation Credits :
3.3.1 Amount of Incentive Compensation Credits: Each
Participant who is a participant in any Incentive Compensation Plan may
elect, by executing a Deferral Election Form, to defer, on a pretax
basis, an amount equal to either 10%, 20%, 30%, 40%, 50%, 60%, 70%,
80%, 90%, or 100% of the benefit otherwise payable to him under such
Incentive Compensation Plan. An amount equal to the amount deferred
shall be credited by the Committee as an Incentive Compensation Credit
to the Incentive Compensation Account of the Participant.
3.3.2 Time for Crediting Incentive Compensation Credits:
The amount of Incentive Compensation Credits to be credited to the
Incentive Compensation Account of the Participant shall be credited by
the Committee to the Participant's Incentive Compensation Account as of
that date certain which the benefits payable under the Incentive
Compensation Plan would have otherwise been paid to the Participant.
- 9 -
<PAGE>
3.3.3 Administrative Rules Governing Incentive Compensation
Credits: An election by the Participant to defer benefits earned under
an Incentive Compensation Plan pursuant to Section 3.3.1 shall be made
on a Deferral Election Form at a time determined by the Committee and
shall be irrevocable when made. In establishing the time of election,
the Committee shall select a date that will not result in the
constructive receipt of income to a Participant who elects to defer
benefits earned under the Incentive Compensation Plan.
Section 4. Vesting:
The interest of a Participant in his Salary Reduction Account,
Discretionary Account, Incentive Compensation Account and Prior Plan Account
shall be fully vested (i.e., nonforfeitable) at all times.
Section 5. Payment of Benefits:
5.1 Distribution : Except as otherwise provided in Section 6,
the vested Accrued Benefit of a Participant shall be distributed to or with
respect to a Participant only upon termination of the Participant's Service with
the Employer (including all Affiliates thereof). Payment of benefits on account
of a non-death termination of Service shall be made in accordance with Section
5.2. Payment of benefits on account of the death of the Participant shall be
made in accordance with Section 5.3.
5.2 Payment of Benefits for Reasons Other Than Death :
5.2.1 Form of Distribution: Subject to the provisions of
Section 17, the vested Accrued Benefit of a Participant who has
terminated Service for any reason other than death shall be paid to the
Participant or applied for his benefit under one of the following
options, as elected by the Participant:
(1) Term Certain Option: Payment of his vested
Accrued Benefit to him in monthly installments over a term
certain not to exceed 180 months. If the term certain selected
by the Participant pursuant to this Section 5.2.1 would result
in payments of less than $100.00 per month, payments shall be
made at the rate of $100.00 per month until the Participant's
vested Accrued Benefit is paid in full.
(2) Lump Sum Option: Payment of his vested Accrued
Benefit to him in a lump sum.
- 10 -
<PAGE>
The election of the form of distribution (the "Form Election") shall be
made by the Participant on a form approved by the Committee and filed
with the Committee as provided in Section 5.2.3. If the Participant
fails to elect a distribution option, his vested Accrued Benefit shall
be paid to him under the Lump Sum Option. The amount of a Participant's
vested Accrued Benefit for purposes of any distribution made pursuant
to this Section 5 shall be determined as of the Adjustment Date such
distribution is actually processed by the Committee or its designee.
5.2.2 Commencement and Timing of Distribution: Except as
otherwise provided in Section 6 and subject to the provisions of
Section 17, no benefit payments will be made to the Participant from
the Plan under this Section 5.2 until the Service of the Participant is
terminated. Payment of his vested Accrued Benefit shall commence within
one of the following periods, as elected by the Participant:
Option (1) Distribution shall commence within the
60-day period next following the date the
Service of the Participant terminates.
Option (2) Distribution shall commence within the
period beginning on the first day of January
of the Plan Year which next follows the Plan
Year in which the Service of the Participant
terminated and ending on the last day of
February of such Plan Year.
Option (3) Distribution shall commence within the
60-day period next following the date the
Participant attains age 65.
Option (4) Distribution shall commence within the
period beginning on the first day of January
of the Plan Year which next follows the Plan
Year in which the Participant attains age 65
and ending on the last day of February of
such Plan Year.
The election of the date as of which distribution shall commence (the
"Timing Election") shall be made on a form approved by the Committee
and filed with the Committee as provided in Section 5.2.3. If the
Participant fails to elect one of these options, Option (1) will be
deemed to have been elected by the Participant.
5.2.3 Timing of Election: The Form Election and Timing
Election shall be made by the Participant on or before the Entry Date
the Participant enters the Plan. The Participant's election may be
revoked at any time by the Participant during the "Election Period."
The Election Period begins as of the Entry Date the Participant enters
the Plan and ends on the earlier to occur of (i) the date the
Participant terminates Service; or (ii) the date which precedes the
date payment of his benefit is to commence by twelve (12) calendar
months. The Form Election and Timing Election in effect as of the close
of the Election Period shall be irrevocable.
- 11 -
<PAGE>
5.2.4 Medium of Distribution: Distributions from the Plan
shall be made in cash.
5.2.5 Installment Payments: If the Participant's vested
Accrued Benefit is to be distributed in installments pursuant to the
Term Certain Option, the amount of each monthly installment shall
initially be equal to the value of the Account as of the date benefit
payments are to commence multiplied by a fraction, the numerator of
which shall be one and the denominator of which shall be the total
number of installments to be paid. As of each February 1 (the "Annual
Valuation Date"), the amount of the monthly installment payment shall
be adjusted so that for the twelve consecutive month period beginning
on such Annual Valuation Date the amount of each monthly installment
payment shall be equal to the value of the Account on such Annual
Valuation Date multiplied by a fraction, the numerator of which shall
be one and the denominator of which shall be the number of installments
remaining to be paid. The Account shall continue to be adjusted as
provided in Section 7 until the entire balance credited to the Account
has been paid.
5.3 Payment of Death Benefit: On the death of a Participant,
his vested Accrued Benefit shall be paid to his Beneficiary in accordance with
the following special provisions:
5.3.1 Death Before Payments Begin: If the Participant dies
before payment of his vested Accrued Benefit begins under Section 5.2,
payment of his vested Accrued Benefit to his Beneficiary shall commence
as soon as practicable following the date of the Participant's death
but in no event earlier than the sixtieth day next following the date
of the Participant's death. The amount of the Participant's vested
Accrued Benefit for purposes of any distribution made pursuant to this
Section 5.3.1 shall be determined as of the Adjustment Date such
distribution is actually processed by the Committee or its designee.
The vested Accrued Benefit of the Participant shall be paid to the
Beneficiary in cash under the Lump Sum Option described in Section
5.2.1(2).
5.3.2 Death After Payments Begin: If the Participant dies
on or after payment of his vested Accrued Benefit commences under
Section 5.2, the remaining payments (if any) that would have been made
to the Participant had he not died shall be made to the Participant's
Beneficiary in the same manner as they would have been paid to the
Participant had he lived.
5.4 Rules: Subject to the provisions of Section 17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which distributions will be made from the Plan so that the Plan may be
conveniently administered.
- 12 -
<PAGE>
Section 6. Unforeseeable Emergency Payments:
6.1 Conditions for Request : Subject to the provisions of
Section 17, a Participant may, at any time prior to his termination of Service,
make application to the Committee to receive a cash payment in a lump sum of all
or a portion of the total amount credited to his Account by reason of an
unforeseeable emergency. The amount of a payment on account of an unforeseeable
emergency shall not exceed the amount required to meet the financial hardship
created by the unforeseeable emergency and not otherwise reasonably available
from other resources of the Participant (including all amounts that may be
withdrawn from the Savings Plan). An unforeseeable emergency is a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant,
loss of a Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant. The determination of whether an unforeseeable emergency
exists within the scope of this Section 6.1 shall be made by the Committee in
its sole and absolute discretion, and its decision to grant or deny a payment on
account of an unforeseeable emergency shall be final. The Committee shall apply
uniform and nondiscriminatory standards in making its decision.
6.2 Written Request : The Participant's request for a payment
on account of an unforeseeable emergency must be made in writing to the
Committee. The request must specify the nature of the financial hardship, the
total amount to be paid from his Account, and the total amount of the actual
expense incurred or to be incurred on account of hardship.
6.3 Processing of Request : If a payment under this Section 6
is approved, such payment shall be made as soon thereafter as practicable. The
processing of the request shall be completed as soon as practicable from the
- 13 -
<PAGE>
date on which the Committee receives the properly completed written request for
a payment on account of an unforeseeable emergency. If a Participant terminates
Service after a request is approved in accordance with this Section 6 but prior
to payment of the full amount approved, the approval of his request shall be
automatically void and the benefits he is entitled to receive under the Plan
shall be paid in accordance with the applicable payment provisions of the Plan.
Only one payment because of an unforeseeable emergency shall be made within any
Plan Year. A hardship withdrawal made under this Section 6 shall be charged to
the separate bookkeeping accounts which comprise the Account in the following
order: (i) Incentive Compensation Account; (ii) Salary Reduction Account; (iii)
Prior Plan Account; and (iv) Discretionary Account. Subject to the provisions of
Section 17, with respect to each such separate bookkeeping account, such
hardship withdrawal shall be charged to the Fixed Rate Account and the Index
Fund Account with respect to such separate bookkeeping account on a pro rata
basis.
6.4 Rules: Subject to the provisions of Section 17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which such payments because of an unforeseeable emergency may be made
so that the Plan may be conveniently administered.
Section 7. Deemed Investments and Adjustment of Accounts:
The Committee shall establish and maintain in behalf of each
Participant the following four separate bookkeeping accounts with respect to his
Account: (1) Salary Reduction Account; (2) Discretionary Account; (3) Incentive
Compensation Account; and (4) Prior Plan Account. The Committee shall also
establish and maintain with respect to each separate bookkeeping account two
sub-accounts, one entitled the "Fixed Rate Account" and the other entitled the
"Index Fund Account."
- 14 -
<PAGE>
7.1 Deemed Investment of Accounts in Index Fund : In
accordance with procedures adopted by the Committee, a Participant may elect to
have all or a portion (in whole percentages of 5%) of the amount credited to
each separate bookkeeping account deemed invested in the Index Fund. An election
to invest in the Index Fund shall be made by the Participant in accordance with
such rules and procedures as are adopted by the Committee from time to time.
Subject to the provisions of Section 7.2, any amounts credited to each separate
bookkeeping account of the Participant which are not deemed to be invested in
the Index Fund shall be credited to the Fixed Rate Account (which functions as a
sub-account of the applicable separate bookkeeping account) and shall be
credited with earnings as described in Section 7.3. Unless modified or revoked
by the Participant, an election to invest in the Index Fund shall continue in
effect until such time as the distribution of the Participant's vested Accrued
Benefit is processed by the Committee or its designee in accordance with the
provisions of Section 5. A Participant unilaterally may modify or revoke his
election as of any Monthly Adjustment Date by providing advance notice to the
Committee in accordance with such rules and procedures as are adopted by the
Committee from time to time. Any amount the Participant has elected to be deemed
invested in the Index Fund shall be converted into Index Fund Credits in the
manner and as of the Adjustment Date described in Exhibit E attached hereto, as
the same may be amended from time to time by the Committee. The value of any
Index Fund Credits the Participant has elected to be deemed sold from his Index
Fund Accounts and credited to his Fixed Rate Accounts shall be determined in the
manner and as of the Adjustment Date described in Exhibit E attached hereto, as
the same may be amended from time to time by the Committee. All deemed
<PAGE>
dividends, capital gains or other income distributions payable with respect to
the Index Fund Credits allocated to the Participant's Index Fund Account shall
be converted into Index Fund Credits in the manner and as of the Adjustment Date
described in Exhibit E attached hereto, as the same may be amended from time to
time by the Committee. In the event the Committee shall change the manner in
which amounts are to be converted to Index Fund Credits or the manner in which
Index Fund Credits are to be deemed sold, it shall communicate such change to
Participants in writing in advance of the date such change is to be effective.
Fractional shares shall be accounted for as such. The Index Fund Accounts shall
be adjusted as provided in Section 7.4.
7.2 Adjustment of Fixed Rate Account : Except as provided in
Section 7.3 with respect to the adjustment of the Index Fund Accounts, as of the
close of business of the Company on each Adjustment Date, each Fixed Rate
Account with respect to each separate bookkeeping account shall be adjusted as
follows:
7.2.1 Salary Reduction Fixed Rate Account: The Fixed Rate
Account (which account functions as a sub-account of the Salary
Reduction Account) of each Participant shall be adjusted in this order:
(1) There shall be debited (i) the total amount of
any payments deemed made from such account since the next
preceding Adjustment Date, and (ii) the total amount deemed
applied since the next preceding Adjustment Date to the deemed
purchase of Index Fund Credits for the Index Fund Account of
the Participant (which account functions as a sub-account of
the Salary Reduction Account).
(2) There shall be credited the total amount of any
Salary Reduction Credits made to such account with respect to
the Participant since the last preceding Adjustment Date.
(3) There shall be credited cash proceeds from the
deemed sale of any Index Fund Credits then allocated to the
Index Fund Account of the Participant.
(4) There shall be credited an amount equal to the
product of (A) and (B), where (A) is the balance credited to
the Fixed Rate Account (which account functions as a
sub-account of the Salary Reduction Account) as of such
Adjustment Date (after adjustment for any distributions as of
such Adjustment Date but prior to adjustment for credits as of
such date), and (B) is the Crediting Rate.
- 16 -
<PAGE>
7.2.2 Discretionary Fixed Rate Account: The Fixed Rate Account
(which account functions as a sub-account of the Discretionary Account)
of each Participant shall be adjusted in this order:
(1) There shall be debited (i) the total amount of
any payments deemed made from such account since the next
preceding Adjustment Date, and (ii) the total amount applied
since the next preceding Adjustment Date to the deemed
purchase of Index Fund Credits for the Index Fund Account of
the Participant (which account functions as a sub-account of
the Discretionary Account).
(2) There shall be credited the total amount of any
Company Discretionary Credits made to such account with
respect to the Participant since the last preceding Adjustment
Date.
(3) There shall be credited cash proceeds from the
deemed sale of any Index Fund Credits then allocated to the
Index Fund Account of the Participant.
(4) There shall be credited an amount equal to the
product of (A) and (B), where (A) is the balance credited to
the Fixed Rate Account (which account functions as a
sub-account of the Discretionary Account) as of such
Adjustment Date (after adjustment for any distributions as of
such adjustment date but prior to adjustment for credits as of
such date), and (B) is the Crediting Rate.
7.2.3 Incentive Compensation Fixed Rate Account: The Fixed
Rate Account (which account functions as a sub-account of the Incentive
Compensation Account) of each Participant shall be adjusted in this
order:
(1) There shall be debited (i) the total amount of
any payments deemed made from such account since the next
preceding Adjustment Date and (ii) the total amount deemed
applied since the next preceding Adjustment Date to the
purchase of Index Fund Credits for the Index Fund Account of
the Participant (which account functions as a sub-account of
the Incentive Compensation Account).
(2) There shall be credited the total amount of any
Incentive Compensation Credits made to such account with
respect to the Participant since the last preceding Adjustment
Date.
(3) There shall be credited cash proceeds from the
deemed sale of any Index Fund Credits then allocated to the
Index Fund Account of the Participant.
- 17 -
<PAGE>
(4) There shall be credited an amount equal to the
product of (A) and (B), where (A) is the balance credited to
the Fixed Rate Account (which account functions as a
sub-account of the Incentive Compensation Account) as of such
Adjustment Date (after adjustment for any distributions as of
such adjustment date but prior to adjustment for credits as of
such date), and (B) is the Crediting Rate.
7.2.4 Prior Plan Fixed Rate Account: The Fixed Rate Account
(which account functions as a sub-account of the Prior Plan Account) of
each Participant shall be adjusted in this order:
(1) There shall be debited (i) the total amount of
any payments deemed made from such account since the next
preceding Adjustment Date and (ii) the total amount deemed
applied since the next preceding Adjustment Date to the
purchase of Index Fund Credits for the Index Fund Account of
the Participant (which account functions as a sub-account of
the Prior Plan Account).
(2) There shall be credited the total amount of any
Prior Plan Account Credits made to such account with respect
to the Participant since the last preceding Adjustment Date.
(3) There shall be credited cash proceeds from the
deemed sale of any Index Fund Credits then allocated to the
Index Fund Account of the Participant.
(4) There shall be credited an amount equal to the
product of (A) and (B), where (A) is the balance credited to
the Fixed Rate Account (which account functions as a
sub-account of the Prior Plan Account) as of such Adjustment
Date (after adjustment for any distributions as of such
adjustment date but prior to adjustment for credits as of such
date), and (B) is the Crediting Rate.
7.3 Adjustment of Index Fund Account : As of the close of
business of the Company on each Adjustment Date, the number of Index Fund
Credits allocated to the Index Fund Account of each Participant with respect to
each separate bookkeeping account shall be adjusted in the following order:
7.3.1 There shall be debited any Index Fund Credits deemed
sold from the Index Fund Account since the next preceding Adjustment
Date.
- 18 -
<PAGE>
7.3.2 There shall be credited (i) any shares of the Index Fund
deemed purchased with amounts converted into Index Fund Credits, and
(ii) any additional shares of Index Fund Credits deemed purchased as a
result of any deemed dividends, capital gains or other income
distributions payable since the next preceding Adjustment Date with
respect to Index Fund Credits allocated to the Participant's Index Fund
Account.
7.4 Rules: Subject to the provisions of Section 17, the
Committee may establish any rules or regulations necessary to implement the
provisions of this Section 7.
7.5 Special Effective Date: Notwithstanding any provision of
the Plan to the contrary, the provisions of the Plan relating to the deemed
investment in the Index Fund shall not become effective until the later of (i)
January 1, 1998; or (ii) the date of approval of the Plan by the Board.
Section 8. Administration by Committee:
8.1 Membership of Committee: The Committee shall consist of
not less than three nor more than seven individuals who shall be appointed by
the Board to serve at the pleasure of the Board. Any member of the Committee may
resign, and his successor, if any, shall be appointed by the Board. The
Committee shall be responsible for the general administration and interpretation
of the Plan and for carrying out its provisions, except to the extent all or any
of such obligations are specifically imposed on the Board.
8.2 Committee Officers; Subcommittee: The members of the
Committee shall elect a Chairman and may elect an acting Chairman. They shall
also elect a Secretary and may elect an acting Secretary, either of whom may be
but need not be a member of the Committee. The Committee may appoint from its
membership such subcommittees with such powers as the Committee shall determine,
and may authorize one or more of its members or any agent to execute or deliver
any instruments or to make any payment in behalf of the Committee. The Chairman
- 19 -
<PAGE>
of the Committee shall constitute the Plan Administrator and shall be agent for
service of legal process on the Plan. In addition, notwithstanding any provision
herein, any subcommittee established by the Committee or any Board committee or
subcommittee may be granted such authority, and be comprised of such members, as
is necessary to comply with the conditions imposed by Rule 16b-3, promulgated
under Section 16 of the Securities Exchange Act of 1934, as amended (the "1934
Act").
8.3 Committee Meetings: The Committee shall hold such
meetings upon such notice, at such places and at such intervals as it may from
time to time determine. Notice of meetings shall not be required if notice is
waived in writing by all the members of the Committee at the time in office, or
if all such members are present at the meeting.
8.4 Transaction of Business: A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those present at any such meeting and entitled
to vote. Resolutions may be adopted or other action taken without a meeting upon
written consent thereto signed by all of the members of the Committee.
8.5 Committee Records: The Committee shall maintain full and
complete records of its deliberations and decisions. The minutes of its
proceedings shall be conclusive proof of the facts of the operation of the Plan.
The records of the Committee shall contain all relevant data pertaining to
individual Participants and their rights under the Plan.
8.6 Establishment of Rules: Subject to the limitations of the
Plan, the Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.
8.7 Conflicts of Interest: No individual member of the
Committee shall have any right to vote or decide upon any matter relating solely
- 20 -
<PAGE>
to himself or to any of his rights or benefits under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other action
taken without a meeting).
8.8 Correction of Errors: The Committee may correct errors
and, so far as practicable, may adjust any benefit or credit or payment
accordingly. The Committee may in its discretion waive any notice requirements
in the Plan; provided, that a waiver of notice in one or more cases shall not be
deemed to constitute a waiver of notice in any other case. With respect to any
power or authority which the Committee has discretion to exercise under the
Plan, such discretion shall be exercised in a nondiscriminatory manner.
8.9 Authority to Interpret Plan: Subject to the claims
procedure set forth in Section 15, the Committee and the Plan Administrator
shall have the duty and discretionary authority to interpret and construe the
provisions of the Plan and decide any dispute which may arise regarding the
rights of Participants hereunder, including the discretionary authority to
interpret the Plan and to make determinations as to eligibility for
participation and benefits under the Plan. Interpretations and determinations by
the Committee and the Plan Administrator shall apply uniformly to all persons
similarly situated and shall be binding and conclusive on all interested
persons. Such interpretations and determinations shall only be set aside if the
Committee and the Plan Administrator are found to have acted arbitrarily and
capriciously in interpreting and construing the provisions of the Plan.
8.10 Third Party Advisors: The Committee may engage an
attorney, accountant or any other technical advisor on matters regarding the
operation of the Plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the Plan.
- 21 -
<PAGE>
8.11 Compensation of Members: No fee or compensation shall be
paid to any member of the Committee for his service as such.
8.12 Committee Expenses: The Committee shall be entitled to
reimbursement by the Company for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan.
8.13 Indemnification of Committee: No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by him or on his behalf as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless, directly from its own assets (including the proceeds of any insurance
policy the premiums for which are paid from the Company's own assets), each
member of the Committee and each other officer, Employee, or director of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan may be delegated or allocated, against any
unreimbursed or uninsured cost or expense (including any sum paid in settlement
of a claim with the prior written approval of the Board) arising out of any act
or omission to act in connection with the Plan unless arising out of such
person's own fraud, bad faith, willful misconduct or gross negligence.
Section 9. Funding:
The Plan is intended to be both an excess benefit plan and an
unfunded plan of deferred compensation maintained for a select group of highly
compensated employees. The obligation of the Employer to make payments hereunder
shall constitute a general unsecured obligation of the Employer to the
Participant. Notwithstanding the foregoing, the Company shall establish and
maintain a special separate fund as provided for in the document entitled "BB&T
Corporation Non-Qualified Deferred Compensation Trust." The Employer shall make
contributions to the trust from time to time in accordance with Section 5
- 22 -
<PAGE>
thereof. Notwithstanding the foregoing, no Participant or his Beneficiary shall
have any legal or equitable rights, interest or claims in any particular asset
of the trust or the Employer by reason of the Employer's obligation hereunder,
and nothing contained herein shall create or be construed as creating any other
fiduciary relationship between the Employer and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the trust or the Employer hereunder, such right shall be no greater than the
right of an unsecured creditor of the Employer.
Section 10. Allocation of Responsibilities: The persons
responsible for the Plan and the duties and responsibilities allocated to each,
which shall be carried out in accordance with the other applicable terms and
provisions of the Plan, shall be as follows:
10.1. Board:
(i) To amend the Plan (other than the Exhibits);
(ii) To appoint and remove members of the
Committee;
(iii) To terminate the Plan; and
(iv) To take any actions required to comply with
federal and state securities laws (except to the extent that
the Committee or a committee or subcommittee established
pursuant to Section 8.2 is authorized to do so).
10.2 Committee:
(i) To determine the Employees eligible to
participate in the Plan;
(ii) To interpret the provisions of the Plan and
to determine the rights of the Participants under the Plan,
except to the extent otherwise provided in Section 15 relating
to claims procedure;
(iii) To administer the Plan in accordance with
its terms, except to the extent powers to administer the Plan
are specifically delegated to another person or persons as
provided in the Plan;
(iv) To account for the Accrued Benefits of
Participants;
- 23 -
<PAGE>
(v) To direct the Employer in the payment of
benefits, and
(vi) To the extent necessary or advisable, to amend
the Exhibits attached hereto.
10.3 Plan Administrator :
(i) To file such reports as may be required with
the United States Department of Labor, the Internal Revenue
Service and any other government agencies to which reports may
be required to be submitted from time to time;
(ii) To provide for disclosure of Plan provisions
and other information relating to the Plan to Participants and
other interested parties; and
(iii) To administer the claims procedure to the
extent provided in Section 15.
Section 11. Benefits Not Assignable; Facility of Payments:
11.1 Benefits Not Assignable : No portion of any benefit held
or paid under the Plan with respect to any Participant shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner payable to any assignee, receiver
or any one trustee, or be liable for his debts, contracts, liabilities,
engagements or torts, or be subject to any legal process to levy upon or attach.
11.2 Payments to Minors and Others : If any individual
entitled to receive a payment under the Plan shall be physically, mentally or
legally incapable of receiving or acknowledging receipt of such payment, the
Committee, upon the receipt of satisfactory evidence of his incapacity and
satisfactory evidence that another person or institution is maintaining him and
that no guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.
- 24 -
<PAGE>
Section 12. Beneficiary:
The Participant's Beneficiary shall be the person or persons
designated by the Participant on the beneficiary designation form provided by
and filed with the Committee or its designee. If the Participant does not
designate a Beneficiary, the Beneficiary shall be his Surviving Spouse. If the
Participant does not designate a Beneficiary and has no Surviving Spouse, the
Beneficiary shall be the Participant's estate. The designation of a Beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee. If a Beneficiary (the "Primary Beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the Contingent Beneficiary, if any, named in the Participant's
current beneficiary designation form. If there is no Contingent Beneficiary, the
balance shall be paid to the estate of the Primary Beneficiary. Any Beneficiary
may disclaim all or any part of any benefit to which such Beneficiary shall be
entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the
Beneficiary who filed the disclaimer had died on the date of such filing.
Section 13. Amendment and Termination of Plan:
The Board may amend or terminate the Plan at any time;
provided, that in no event shall such amendment or termination reduce any
- 25 -
<PAGE>
Participant's Accrued Benefit as of the date of such amendment or termination,
nor shall any such amendment affect the terms of the Plan relating to the
payment of such Accrued Benefit without the Participant's prior written consent
to such amendment. Any such amendment or termination shall be made pursuant to a
resolution of the Board and shall be effective as of the date specified in such
resolution. Upon termination of the Plan, distribution of the Accrued Benefit of
a Participant shall be made to the Participant or his Beneficiary in the manner
and at the time described in Section 5 of the Plan. No additional credits of
Salary Reduction Credits, Company Discretionary Credits, or Incentive
Compensation Credits shall be made to the respective separate bookkeeping
accounts of a Participant following termination of the Plan, but the Account of
each Participant shall continue to be adjusted as provided in Section 7 until
the balance of the Account of the Participant has been fully distributed to him
or his Beneficiary.
Section 14. Communication to Participants:
The Company shall communicate the principal terms of the Plan
to the Participants. The Company shall make a copy of the Plan available for
inspection by Participants and their Beneficiaries during reasonable hours, at
the principal office of the Company.
Section 15. Claims Procedure:
The following claims procedure shall apply with respect to the
Plan:
15.1 Filing of a Claim for Benefits: If a Participant or
Beneficiary (the "Claimant") believes that he is entitled to benefits under the
Plan which are not being paid to him or which are not being accrued for his
benefit, he shall file a written claim therefor with the Plan Administrator. In
the event the Plan Administrator shall be the Claimant, all actions which are
required to be taken by the Plan Administrator pursuant to this Section 15 shall
be taken instead by another member of the Committee designated by the Committee.
- 26 -
<PAGE>
15.2 Notification to Claimant of Decision: Within 90 days
after receipt of a claim by the Plan Administrator (or within 180 days if
special circumstances require an extension of time) the Plan Administrator shall
notify the Claimant of his decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, there shall be
furnished to the Claimant prior to expiration of the initial 90-day period
written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing
and worded in a manner calculated to be understood by the Claimant, and shall
set forth: (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the Plan on which the denial is based;
(iii) a description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the procedure for review of
the denial. If the Plan Administrator fails to notify the Claimant of the
decision in timely manner, the claim shall be deemed denied as of the close of
the initial 90-day period (or the close of the extension period, if applicable).
15.3 Procedure for Review: Within 60 days following
receipt by the Claimant of notice denying his claim, in whole or in part, or, if
such notice shall not be given, within 60 days following the latest date on
which such notice could have been timely given, the Claimant shall appeal denial
of the claim by filing a written application for review with the Committee.
Following such request for review, the Committee shall fully and fairly review
the decision denying the claim. Prior to the decision of the Committee, the
Claimant shall be given an opportunity to review pertinent documents and to
submit issues and comments in writing.
15.4 Decision on Review: The decision on review of a claim
denied in whole or in part by the Plan Administrator shall be made in the
following manner:
- 27 -
<PAGE>
15.4.1 Within 60 days following receipt by the Committee of
the request for review (or within 120 days if special circumstances
require an extension of time), the Committee shall notify the Claimant
in writing of its decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, written
notice of the extension shall be furnished to the Claimant prior to the
commencement of the extension. If the decision on review is not
furnished in a timely manner, the claim shall be deemed denied as of
the close of the initial 60-day period (or the close of the extension
period, if applicable).
15.4.2 With respect to a claim that is denied in whole or in
part, the decision on review shall set forth specific reasons for the
decision, shall be written in a manner calculated to be understood by
the Claimant, and shall cite specific references to the pertinent Plan
provisions on which the decision is based.
15.4.3 The decision of the Committee shall be final and
conclusive.
15.5 Action by Authorized Representative of Claimant : All
actions set forth in this Section 15 to be taken by the Claimant may likewise be
taken by a representative of the Claimant duly authorized by him to act in his
behalf on such matters. The Plan Administrator and the Committee may require
such evidence as either may reasonably deem necessary or advisable of the
authority to act of any such representative.
Section 16. Parties to the Plan:
Subject to the approval of the Board, an Affiliate that has
adopted the Savings Plan may adopt this Plan and become an employer-party to
this Plan by resolutions approved by its Board of Directors. The Affiliates
which are employer-parties to this Plan are listed on Exhibit F attached hereto,
as the same may be amended from time to time by the Committee. The following
special provisions shall apply to all employer-parties to the Plan:
16.1 Single Plan: The Plan shall apply as a single plan
with respect to all parties as if there were only one employer-party.
-28 -
<PAGE>
16.2 Service; Allocation of Costs: Service for purposes of
the Plan shall be interchangeable among employer-parties to the Plan and shall
not be deemed interrupted or terminated by the transfer at any time of a
Participant from the Service of one employer-party to the Service of another
employer-party. In determining the cost of providing benefits under the Plan,
each employer-party shall be responsible for the cost associated with the
Employees of such employer-party who are Participants in the Plan.
16.3 Committee: The Committee which administers the Plan as
applied to the Company shall also be the Committee as applied to each other
employer-party to the Plan.
16.4 Authority to Amend and Terminate: The Board of the
Company shall have the power to amend or terminate the Plan as applied to each
employer-party.
Section 17. Compliance with Section 16 of the Securities
Exchange Act of 1934 and Rule 16b-3 Trading
Restrictions:
The transactions under the Plan are intended to be structured
in accordance with the 1934 Act, including but not limited to the restrictions
(if applicable) imposed by Rule 16b-3 adopted under the 1934 Act. In addition to
the provisions contained in the Plan, transactions by persons subject to Section
16 shall be subject to such further conditions as may be required in order to
comply with the terms of Rule 16b-3 and Section 16(b). Without limiting the
foregoing, persons subject to Section 16 shall be required to comply with such
rules and procedures regarding Plan participation and transactions as may be
established by the Committee or a committee or subcommittee established pursuant
to Section 8.2.
Section 18. Miscellaneous Provisions:
18.1 Notices: Each Participant who is not in Service and each
Beneficiary shall be responsible for furnishing the Plan Administrator with his
current address for the mailing of notices, reports, and benefit payments. Any
notice required or permitted to be given to such Participant or Beneficiary
shall be deemed given if directed to such address and mailed by regular United
States mail, first class, postage prepaid. If any check mailed to such address
- 29 -
<PAGE>
is returned as undeliverable to the addressee, mailing of checks will be
suspended until the Participant or Beneficiary furnishes the proper address.
This provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.
18.2 Lost Distributees: A benefit shall be deemed forfeited
if the Plan Administrator is unable after a reasonable period of time to locate
the Participant or Beneficiary to whom payment is due; provided, however, that
such benefit shall be reinstated if a valid claim is made by or on behalf of the
Participant or Beneficiary for the forfeited benefit.
18.3 Reliance on Data: The Employer, the Committee and the
Plan Administrator shall have the right to rely on any data provided by the
Participant or by any Beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the
Employer, the Committee and the Plan Administrator shall have no obligation to
inquire into the accuracy of any representation made at any time by a
Participant or Beneficiary.
18.4 Receipt and Release for Payments: Any payment made from
the Plan to or with respect to any Participant or Beneficiary, or pursuant to a
disclaimer by a Beneficiary, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Plan and the Employer with
respect to the Plan. The recipient of any payment from the Plan may be required
by the Committee, as a condition precedent to such payment, to execute a receipt
and release with respect thereto in such form as shall be acceptable to the
Committee.
18.5 Headings: The headings and subheadings of the Plan have
been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.
- 30 -
<PAGE>
18.6 Continuation of Employment: The establishment of the
Plan shall not be construed as conferring any legal or other rights upon any
Employee or any persons for continuation of employment, nor shall it interfere
with the right of the Employer to discharge any Employee or to deal with him
without regard to the effect thereof under the Plan.
18.7 Construction: The provisions of the Plan shall be
construed and enforced according to the laws of the State of North Carolina.
18.8 Nonliability of Employer: The Employer does not
guarantee the Participants, former Participants or Beneficiaries against loss of
or depreciation in value of any right or benefit that any of them may acquire
under the terms of the Plan, nor does the Employer guarantee to any of them that
the assets of the Employer will be sufficient to provide any or all benefits
payable under the Plan at any time, including any time that the Plan may be
terminated or partially terminated.
18.9 Severability: All provisions contained in this Plan
shall be severable, and in the event that any one or more of them shall be held
to be invalid by any competent court, this Plan shall be interpreted as if such
invalid provisions were not contained herein.
18.10 Merger and Consolidation: The Employer shall not
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entities (a "Successor Entity") unless such Successor Entity shall assume
the rights, obligations and liabilities of the Employer under the Plan and upon
such assumption, the Successor Entity shall become obligated to perform the
terms and conditions of the Plan.
18.11 Withholding Taxes: The Employer shall satisfy all
federal, state and local withholding tax requirements prior to making any
benefit payment under the Plan. Whenever under the Plan payments are to be made
by the Employer in cash, such payments shall be net of any amounts sufficient to
satisfy all federal, state and local withholding tax requirements.
- 31 -
<PAGE>
IN WITNESS WHEREOF, this non-qualified, deferred compensation
plan is executed in behalf of the Company as of the 27th day of October, 1998,
to be effective as of January 1, 1998.
BB&T CORPORATION
By: /s/ Robert E. Greene
President or Vice President
Attest:
/s/ Jerone C. Herring
Secretary or Assistant Secretary
<PAGE>
[Corporate Seal]
