Common use of Performance Measures for Award Clause in Contracts

Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measure shall be applicable to the Award, and the Participant’s targeted percentage (“Target %”) and potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows: (i) Performance Measure: return on shareholders’ common equity determined in accordance with United States generally accepted accounting principles (“GAAP ROCE”). (ii) For purposes of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”) (the Threshold Level of Achievement shall be a GAAP ROCE of % for the Performance Period; the Target Level of Achievement shall be a GAAP ROCE % for the Performance Period; and the Maximum Level of Achievement shall be a GAAP ROCE of % for the Performance Period). The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof. Levels of Achievement between a GAAP ROCE of % and a GAAP ROCE of % that are not listed on the Level of Achievement Chart, are interpolated by the Administrator in .01% increments. (iii) For avoidance of doubt in the interpretation of the Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be one hundred percent (100%) of the amount of the Award payout that would have been made to the Participant if the Target Level of Achievement had been attained. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be two (2) times (i.e., 200 percent of) the amount of the Award payout that would have been made to the Participant if only the Target Level of Achievement had been attained. (iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 2010, 2011, and 2012): 2010 Base Salary1 2011 Base Salary1 2012 Base Salary1 Target % Target Payout (if Target Level of Achievement Attained)2 Maximum Payout (if Maximum Level of Achieve- ment is Attained)2 Performance Units3 $ $ $ % $ 4 $ 4

Performance Measures for Award. The pre-established three- (3-) three year Performance Period’s Performance Measure shall be applicable to the Award, and the Participant’s targeted percentage (“Target %”) and potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows: (i) Performance Measure: cash basis return on shareholders’ common equity determined in accordance with United States generally accepted accounting principles (“GAAP ROCEXXX”). (ii) For purposes of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”) (the Threshold Level of Achievement shall be a GAAP ROCE XXX of % for the Performance Period; the Target Level of Achievement shall be a GAAP ROCE XXX % for the Performance Period; and the Maximum Level of Achievement shall be a GAAP ROCE XXX of % for the Performance Period). The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof. Levels of Achievement between a GAAP ROCE XXX of % and a GAAP ROCE XXX of % that are not listed on the Level of Achievement Chart, are interpolated by the Administrator in .01% increments. (iii) For avoidance of doubt in the interpretation of the Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be one hundred percent one-fourth (100%i.e., 25 percent) of the amount of the Award payout that would have been made to the Participant if the Target Level of Achievement had been attained. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be two (2) times (i.e., 200 percent ofpercent) the amount of the Award payout that would have been made to the Participant if only the Target Level of Achievement had been attained. (iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 20102007, 20112008, and 20122009): 2010 2007 Base Salary1 2011 2008 Base Salary1 2012 2009 Base Salary1 Target % Target Payout (if Target Level of Achievement Attained)2 Maximum Payout (if Maximum Level of Achieve- ment Achievement is Attained)2 Performance Units3 $ $ $ % $ 4 $ 4

Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measure shall be applicable to the Award, and the Participant’s targeted percentage (“Target %”) and potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows: (i) Performance Measure: cash basis return on shareholders’ common equity determined in accordance with United States generally accepted accounting principles (“GAAP ROCEXXX”). (ii) For purposes of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”) (the Threshold Level of Achievement shall be a GAAP ROCE XXX of 16.26% for the Performance Period; the Target Level of Achievement shall be a GAAP ROCE XXX 19.10% for the Performance Period; and the Maximum Level of Achievement shall be a GAAP ROCE XXX of 25.12% for the Performance Period). The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof. Levels of Achievement between a GAAP ROCE XXX of 16.26% and a GAAP ROCE XXX of 25.12% that are not listed on the Level of Achievement Chart, are interpolated by the Administrator in .01% increments. (iii) For avoidance of doubt in the interpretation of the Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be one hundred percent one-fourth (100%i.e., 25 percent) of the amount of the Award payout that would have been made to the Participant if the Target Level of Achievement had been attained. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be two (2) times (i.e., 200 percent ofpercent) the amount of the Award payout that would have been made to the Participant if only the Target Level of Achievement had been attained. (iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 20102008, 20112009, and 20122010): 2010 2008 Base Salary1 2011 2009 Base Salary1 2012 2010 Base Salary1 Target % Target Payout (if Target Level of Achievement Attained)2 Maximum Payout (if Maximum Level of Achieve- ment Achievement is Attained)2 Performance Units3 $________ $ ________ $ $ ________ _______ % $ ____________ 4 $ 4____________ 4 __________

Performance Measures for Award. The pre-established three- (3-) year Performance Period’s Performance Measure shall be (as defined in Section 2(c)(i) below) applicable to the Award, and the Participant’s targeted percentage of the Participant’s average base salary during the Performance Period (“Participant’s Target %”) ), Levels of Achievement, and the potential projected cash payout to the Participant, based upon the Level of Achievement, are as follows: (i) Performance Measure: The average return on shareholders’ common equity for BB&T during the Performance Period determined in accordance with United States generally accepted accounting principles (“BB&T GAAP ROCE”) relative to the average, by company, return on shareholders’ common equity achieved by each company of the Peer Group during the Performance Period (“Peer Group GAAP ROCE”). (ii) For purposes of the Award, there shall be levels of achievement (“Levels of Achievement”), including, threshold (“Threshold”), target (“Target”), and maximum (“Maximum”) (the ). The Threshold Level of Achievement shall be a BB&T GAAP ROCE of % for the Performance Periodtwenty-fifth (25th) percentile of the Peer Group GAAP ROCE; the Target Level of Achievement shall be a BB&T GAAP ROCE % for of the Performance Periodfiftieth (50th) percentile of the Peer Group GAAP ROCE; and the Maximum Level of Achievement shall be a BB&T GAAP ROCE of % for the Performance Period)seventy-fifth (75th) percentile of the Peer Group GAAP ROCE. The Levels of Achievement range from the Threshold Level of Achievement to the Maximum Level of Achievement as illustrated in the Level of Achievement Chart attached hereto as Exhibit A and made a part hereof. Levels of Achievement between a GAAP ROCE of % and a GAAP ROCE of % that are not listed on the Level of Achievement Chart, are interpolated by the Administrator in .01% increments. (iii) For avoidance of doubt in the interpretation of the Exhibit A Level of Achievement Chart, there will not be an Award payout if the Threshold Level of Achievement is not attained for the Performance Period. If the Threshold Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be fifty percent (50%) of the Participant’s Target %. If the Target Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be one hundred percent (100%) of the amount of the Award payout that would have been made to the Participant if the Participant’s Target Level of Achievement had been attained%. If the Maximum Level of Achievement is attained for the Performance Period, the Award payout to the Participant will be two one hundred fifty percent (2150%) times (i.e., 200 percent of) the amount of the Award payout that would have been made to the Participant if only the Participant’s Target Level of Achievement had been attained%. (iv) The projected Award payout to the Participant, if either the Target Level of Achievement or if the Maximum Level of Achievement is attained for the Performance Period, is summarized in the following chart (with certain assumptions concerning the Participant’s base salary for 20102013, 20112014, and 20122015): 2010 2013 Base Salary1 2011 2014 Base Salary1 2012 2015 Base Salary1 Participant’s Target % Target Payout (if Target Level of Achievement Attained)2 Maximum Payout (if Maximum Level of Achieve- ment is Attained)2 Performance Units3 $ $ $ $________ $________ $________ _______% $ 4 $ 4$____________3 $____________3 (v) For purposes hereof, the term “Peer Group” means Comerica Incorporated; Fifth-Third Bancorp; Huntington Bancshares, Incorporated; KeyCorp; M&T Bank Corporation; PNC Financial Services Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; U.S. Bancorp; and Zions Bancorporation. 1 Solely for illustration purposes, projections assume certain salary increases on April 1st of each year. Projections do not reflect negative discretion reductions by the Administrator.