TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT ("Agreement"), dated as of October
31, 2002, is between FLORIDAFIRST BANCORP, INC. ("FloridaFirst"), a Florida
corporation having its principal office at Lakeland, Florida, and BB&T
CORPORATION ("BB&T"), a North Carolina corporation having its principal office
at Winston-Salem, North Carolina;
R E C I T A L S:
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By Agreement and Plan of Reorganization dated October 2, 2002
(the "Merger Agreement"), FloridaFirst agreed to be merged into BB&T (herein,
the "Merger") on terms as provided in the Merger Agreement. Incident to the
Merger Agreement, FloridaFirst granted to BB&T an option (the "Option
Agreement") to acquire, under certain circumstances, 1,060,000 shares of the
common stock of FloridaFirst. In addition, Branch Banking and Trust Company, a
subsidiary of BB&T, entered into Employment Agreements dated October 2, 2002
with each of the Employees, conditional upon and effective as of the date of
consummation of the Merger (the "Employment Agreements"). BB&T and FloridaFirst
have been advised by the Office of Thrift Supervision that it believes that BB&T
must meet certain conditions prior to having entered into the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, promises herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. The Merger Agreement shall be and hereby is terminated effective
on the date hereof, and the provisions of Section 7.2 of the
Merger Agreement shall be applicable.
2. The Option Agreement shall be and hereby is terminated effective
on the date hereof, and the Option Agreement is hereby void and
shall have no effect.
3. Each of the Employment Agreements shall be and hereby is
terminated effective on the date hereof, and each of the
Employment Agreements is hereby void and has no effect.
4. The parties hereto agree to undertake their reasonable best
efforts to prepare and for BB&T to file an application with the
Office of Thrift Supervision under Section 563b.525 seeking its
approval for BB&T to make an offer to acquire FloridaFirst.
5. This Agreement shall be governed by and construed in accordance
with the laws of the State of North Carolina, without regard to
the principles of conflicts of laws.
6. No provision of this Agreement may be changed, waived or
terminated except by a writing signed by the parties against whom
enforcement of the change, waiver or termination is sought.
