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BBT CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN

Employee Benefits Plan Agreement

BBT CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN | Document Parties: BBT Corporation | BBT Financial Corporation, Southern National Corporation You are currently viewing:
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BBT Corporation | BBT Financial Corporation, Southern National Corporation

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Title: BBT CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN
Governing Law: North Carolina     Date: 2/27/2009
Industry: Regional Banks     Sector: Financial

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Exhibit 10.14

BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN

(January 1, 2009 Restatement)


BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN

(January 1, 2009 Restatement)

TABLE OF CONTENTS

 

Section

  

 

  

Page

  

ARTICLE I

  

  

ESTABLISHMENT AND PURPOSE

  

1.1

  

Establishment of Plan

  

1

1.2

  

Purpose of Plan

  

2

  

ARTICLE II

  

  

DEFINITIONS AND CONSTRUCTION

  

2.1

  

Defined Terms

  

3

2.2

  

Construction

  

6

  

ARTICLE III

  

  

ELIGIBILITY AND PARTICIPATION

  

7

  

ARTICLE IV

  

  

SUPPLEMENTAL PENSION BENEFITS

  

4.1

  

Amount

  

8

4.2

  

Normal Form of Benefit

  

8

4.3

  

Commencement of Benefit Payments

  

9

4.4

  

Specified Employees

  

10

4.5

  

Actuarial Equivalency

  

10

  

ARTICLE V

  

  

SUPPLEMENTAL POST-DISABILITY PENSION BENEFITS

  

5.1

  

Amount

  

11

5.2

  

Normal Form of Benefit

  

11

5.3

  

Commencement of Benefit Payments

  

12

5.4

  

Specified Employees

  

12

5.5

  

Actuarial Equivalency

  

13

  

ARTICLE VI

  

  

SUPPLEMENTAL DEATH BENEFITS

  

6.1

  

Death Prior to Commencement of Payment

  

14

6.2

  

Death After Commencement of Payment

  

14

 

-i-


TABLE OF CONTENTS

(continued)

 

Section

  

 

  

Page

  

ARTICLE VII

  

  

NONFORFEITABILITY OF SUPPLEMENTAL PENSION BENEFITS

  

15

  

ARTICLE VIII

  

  

ADMINISTRATION BY COMMITTEE

  

8.1

  

Membership of Committee

  

16

8.2

  

Committee Officers; Subcommittee

  

16

8.3

  

Committee Meetings

  

16

8.4

  

Transaction of Business

  

17

8.5

  

Committee Records

  

17

8.6

  

Establishment of Rules

  

17

8.7

  

Conflicts of Interest

  

17

8.8

  

Correction of Errors

  

17

8.9

  

Authority to Interpret Plan

  

18

8.10

  

Third Party Advisors

  

18

8.11

  

Compensation of Members

  

18

8.12

  

Committee Expenses

  

18

8.13

  

Indemnification of Committee

  

18

  

ARTICLE IX

  

  

FUNDING

  

20

  

ARTICLE X

  

  

ALLOCATION OF RESPONSIBILITIES

  

10.1

  

Board

  

21

10.2

  

Committee

  

21

10.3

  

Plan Administrator

  

21

10.4

  

Compensation Committee

  

22

  

ARTICLE XI

  

  

BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS

  

11.1

  

Benefits Not Assignable

  

23

11.2

  

Payments to Minors and Others

  

23

  

ARTICLE XII

  

  

BENEFICIARY

  

24

 

-ii-


TABLE OF CONTENTS

(continued)

 

Section

  

 

  

Page

  

ARTICLE XIII

  

  

AMENDMENT AND TERMINATION OF PLAN

  

25

  

ARTICLE XIV

  

  

COMMUNICATION TO PARTICIPANTS

  

26

  

ARTICLE XV

  

  

CLAIMS PROCEDURE

  

15.1

  

Filing of a Claim for Benefits

  

27

15.2

  

Notification to Claimant of Decision

  

27

15.3

  

Procedure for Review

  

28

15.4

  

Decision on Review

  

28

15.5

  

Action by Authorized Representative of Claimant

  

28

15.6

  

Overpayments

  

28

  

ARTICLE XVI

  

  

PARTIES TO THE PLAN

  

16.1

  

Single Plan

  

30

16.2

  

Service; Allocation of Costs

  

30

16.3

  

Committee

  

30

16.4

  

Authority to Amend and Terminate

  

30

  

ARTICLE XVII

  

  

SPECIAL PROVISIONS CONCERNING EMPLOYEES OF NON-PARTICIPATING

AFFILIATES

  

17.1

  

Transfers

  

31

17.2

  

Continuation of Participation Following Transfer to Non-Participating Affiliate

  

31

17.3

  

Participation of Employees of Non-Participating Affiliates Who Have Not Previously Entered the Plan

  

32

17.4

  

Rules

  

32

  

ARTICLE XVIII

  

  

MISCELLANEOUS PROVISIONS

  

18.1

  

Notices

  

33

18.2

  

Lost Distributees

  

33

18.3

  

Reliance on Data

  

33

18.4

  

Receipt and Release for Payments

  

34

18.5

  

Headings

  

34

18.6

  

Continuation of Employment

  

34

18.7

  

Construction

  

34

 

-iii-


TABLE OF CONTENTS

(continued)

 

Section

  

 

  

Page

18.8

  

Nonliability of Employer

  

34

18.9

  

Severability

  

35

18.10

  

Merger and Consolidation

  

35

18.11

  

Tax Reporting and Withholding

  

35

18.12

  

Compliance with Section 409A

  

35

18.13

  

General Conditions

  

36

 

APPENDIX A

  

Actuarial Assumptions

  

A-1

APPENDIX B

  

Participants

  

B-1

APPENDIX C

  

Special Provisions Applicable to Employees Who Were Employed by Certain Companies That Have Merged With or Been Acquired by the Company

  

C-1

APPENDIX D

  

Payment Commencement Date for Supplemental Post-Disability Pension Benefits

  

D-1

APPENDIX E

  

Participating Affiliates

  

E-1

 

-iv-


BB&T CORPORATION NON-QUALIFIED DEFINED BENEFIT PLAN

(January 1, 2009 Restatement)

ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1 Establishment of Plan . Effective as of January 1, 1988, Branch Banking and Trust Company established the Branch Banking and Trust Company Supplemental Executive Retirement Plan (the “Plan”) for the benefit of certain eligible executives. The Plan was first amended and restated effective as of February 1, 1988. Effective as of January 1, 1996, as a result of the merger of Southern National Corporation (the “Company”) and BB&T Financial Corporation, Southern National Corporation assumed the sponsorship of the Plan and renamed it the Southern National Corporation Supplemental Executive Retirement Plan. Effective as of January 1, 1997, the Plan was restated as the Southern National Corporation Non-Qualified Defined Benefit Plan, and then as a result of the change in the Company’s corporate name to BB&T Corporation, the Plan was renamed the BB&T Corporation Non-Qualified Defined Benefit Plan and subsequently amended on three occasions. As of the date of execution of this Plan document which is effective as of January 1, 2009, the Plan is hereby amended and restated effective January 1, 2009, for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service (collectively, “Section 409A”). Prior to such amendment and restatement, on and after January 1, 2005, and through December 31, 2008, the Plan has been operated, to the extent applicable, in good faith compliance with Section 409A. Moreover, to the extent applicable, the Company intends that the Plan comply with Section 409A and the Plan shall be construed consistently with this intent.


1.2 Purpose of Plan . The primary purpose of the Plan is to supplement the benefits payable to certain participants under the tax-qualified BB&T Pension Plan to the extent that such benefits are curtailed by the application of certain limits imposed by the Code. 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 purpose of providing deferred compensation to a “select group of management or 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.

 

2


ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Defined Terms. Whenever used in the Plan, including Article I and this Article II, the following capitalized terms shall have the meanings set forth below (unless otherwise indicated by the context). Other capitalized terms where indicated shall have the meanings set forth in the Qualified Pension Plan.

(1) The term “Actuarial Assumptions” shall mean the assumptions to be used for Plan purposes to determine Actuarial Equivalents which are set forth on Appendix A.

(2) The term “Actuarial Equivalent” shall mean benefits of equal present value. For this purpose, present value shall mean the value of an amount or series of amounts payable at various times, determined as of a given date by application of the Plan’s Actuarial Assumptions. Actuarial Equivalencies shall be determined by the actuaries servicing the Plan, and such determination shall be binding and conclusive upon the Employer and its successors and assigns as well as all parties claiming benefits under the Plan.

(3) The term “Adjusted Accrued Benefit” shall mean the Accrued Benefit of a Participant under the Qualified Pension Plan as of a specified date, reduced, however, pursuant to the provisions of the Qualified Pension Plan to reflect the putative commencement of benefits as of such specified date.

(4) The term “Affiliate” shall mean any employer which, with the Company, would be considered to be a single employer under Sections 414(b) and 414(c) of the Code, using 50%, rather than 80%, as the percentage of ownership required with respect to such Code sections. The status of an entity as an Affiliate relates only to the period of time during which the entity is so affiliated with the Company.

(5) The term “Beneficiary” shall mean the person, persons, or entity designated by a Participant, or determined pursuant to the provisions of Article XII of the Plan, to receive the Supplemental Death Benefit.

(6) The term “Board” shall mean the Board of Directors of the Company.

(7) The term “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder.

(8) The term “Committee” shall mean the Employee Benefits Plan Committee, which shall have the powers, duties, and responsibilities set forth in Article VIII.

 

3


(9) The term “Company” shall mean 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.

(10) The term “Compensation Committee” shall mean the Compensation Committee of the Board or its delegate.

(11) The term “Disabled” or “Disability” shall mean a condition for which a Participant is entitled to disability benefits under the BB&T Corporation Disability Plan or other group disability plan of an Affiliate as determined by the Committee.

(12) The term “Eligible Employee” shall mean each Employee who is determined by the Compensation Committee to be a highly compensated or management employee and who is selected by the Compensation Committee to participate in the Plan. In no event shall an Employee who is an active participant in the BB&T Target Pension Plan or any other nonqualified defined benefit pension plan maintained by the Company or an Affiliate be an Eligible Employee under the Plan. An Employee shall cease to be an Eligible Employee immediately upon the first to occur of the following: (i) the Employee’s Separation from Service; (ii) the end of the Plan Year in which the determination by the Compensation Committee that the Employee is no longer a highly compensated or management employee occurs; or (iii) the end of the Plan Year in which the Compensation Committee, in its sole discretion, determines that the Employee shall no longer be eligible to participate in the Plan.

(13) The term “Employee” shall mean an individual in the Service of the Employer; provided that the relationship between such individual and the Employer is the legal relationship of employer and employee.

(14) The term “Employer” shall mean the Company and participating Affiliates; Article XVI sets forth special provisions concerning participating Affiliates.

(15) The term “Entry Date” shall mean January 1 of each Plan Year; provided, however, that under special circumstances, such as the acquisition of an Affiliate, and in accordance with the requirements of Section 409A, the Committee may designate a date other than January 1 of a Plan Year as an Entry Date.

(16) The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations issued thereunder.

(17) The term “Limitations” shall mean the compensation and annual benefit limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor provisions thereto.

(18) The term “Non-Qualified Deferrals” shall mean any elective deferrals made by a Participant under the BB&T Non-Qualified Defined Contribution Plan.

 

4


(19) The term “Normal Retirement Age” of a Participant shall mean the later of (i) age 65, or (ii) the fifth anniversary of the Participant’s initial participation in the Qualified Pension Plan.

(20) The term “Normal Retirement Date” shall mean the first day of the calendar month coincident with or next following a Participant’s attainment of Normal Retirement Age.

(21) The term “Participant” shall mean, with respect to any Plan Year, an Eligible Employee who participates in the Plan pursuant to Article III and any former Eligible Employee who is eligible for a Supplemental Pension Benefit or a Supplemental Post-Disability Pension Benefit payable under the Plan.

(22) The term “Payment Date ” shall mean the date that a Supplemental Pension Benefit or a Supplemental Post-Disability Pension Benefit is payable to an eligible Participant pursuant to the provisions of Section 4.3 or 5.3, as the case may be.

(23) The term “Plan” shall mean the BB&T Corporation Non-Qualified Defined Benefit Plan, an unfunded, non-qualified deferred compensation plan as herein restated effective January 1, 2009, or as duly amended from time to time.

(24) The term “Plan Administrator” shall mean the plan administrator as provided in Section 10.3.

(25) The term “Plan Year” shall mean the 12-calendar-month period beginning on January 1 and ending on December 31 of each year.

(26) The term “Qualified Pension Plan” shall mean the BB&T Corporation Pension Plan, as it may be amended from time to time.

(27) The term “Qualified Death Benefit” shall mean the death benefit payable with respect to a Participant pursuant to the Qualified Pension Plan.

(28) The term “Qualified Pension Benefit” shall mean the benefit payable to a Participant pursuant to the Qualified Pension Plan by reason of the Participant’s Separation from Service with the Employer for any reason other than death. The Qualified Pension Benefit shall be computed on the basis of a single life annuity commencing on a Participant’s Normal Retirement Date.

(29) The term “Section 409A” shall mean Section 409A of the Code and the regulations and other guidance issued thereunder by the Department of the Treasury and/or the Internal Revenue Service.

(30) The term “Separation from Service” shall mean a termination of employment with the Company and all Affiliates that is a “separation from service” within the meaning of Section 409A.

 

5


(31) The term “Service” shall mean employment by the Employer as an Employee.

(32) The term “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Specified Employee identification policy of the Company.

(33) The term “Spouse” or “Surviving Spouse” shall mean, except as otherwise provided in the Plan, the legally married spouse or surviving spouse of a Participant. Notwithstanding the foregoing, a same-gender spouse shall not be deemed to be the Spouse or Surviving Spouse of a Participant for any purpose under the Plan.

(34) The term “Supplemental Death Benefit” shall mean the death benefit payable to the Participant’s Beneficiary pursuant to Article VI of the Plan.

(35) The term “Supplemental Pension Benefit” shall mean the benefit payable to a Participant who is not Disabled pursuant to Article IV of the Plan by reason of his Separation from Service with the Employer for any reason other than death.

(36) The term “Supplemental Post-Disability Pension Benefit” shall mean the benefit payable to the Participant pursuant to Article V and Appendix D of the Plan.

2.2 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.

 

6


ARTICLE III

ELIGIBILITY AND PARTICIPATION

Only those Employees designated by the Compensation Committee as Eligible Employees shall be eligible to participate in the Plan. An Eligible Employee shall become a Participant as of the Entry Date determined by the Committee; provided, however, that an Eligible Employee shall not become a Participant in the Plan unless his Qualified Pension Benefit is less than the benefit that would otherwise be payable to him under the Qualified Pension Plan if the Qualified Pension Plan did not apply the Limitations, or if the Qualified Pension Plan included Non-Qualified Deferrals in the definition of “Compensation” (as defined in the Qualified Pension Plan) for benefit accrual purposes. A Participant shall cease to be an active Participant as of the date he ceases to be an Eligible Employee or as of the end of the Plan Year in which he ceases to be a participant in the Qualified Pension Plan. A Participant who has incurred a Separation from Service and who later returns to Service will not be eligible to actively participate again in the Plan, except upon such uniform terms and conditions as the Compensation Committee shall establish in writing in accordance with the Plan and Section 409A. The Committee shall maintain a list of Participants which shall be amended from time to time.

 

7


ARTICLE IV

SUPPLEMENTAL PENSION BENEFITS

4.1 Amount . Except as otherwise provided in Appendix C attached hereto and subject to the provisions of Section 409A, the Supplemental Pension Benefit of a Participant who is not Disabled and who has accrued a Supplemental Pension Benefit under the Plan shall be computed on the basis of a single life annuity commencing on his Payment Date (regardless of when he receives his Qualified Pension Benefit) that is equal to (a) minus (b), where:

(a) is the Adjusted Accrued Benefit to which the Participant would be entitled under the Qualified Pension Plan, if:

(i) the Qualified Pension Plan did not apply the Limitations;

(ii) the Qualified Pension Plan included Non-Qualified Deferrals in the definition of “Compensation” under the Qualified Pension Plan for benefit accrual purposes; and

(iii) the Participant incurred a Separation from Service immediately prior to his Payment Date and began receiving his Adjusted Accrued Benefit in the form of an immediate single life annuity; and

(b) is the Adjusted Accrued Benefit that would be paid to the Participant under the Qualified Pension Plan if the Participant had incurred a Separation from Service immediately prior to his Payment Date and began receiving his Adjusted Accrued Benefit on his Payment Date in the form of an immediate single life annuity.

4.2 Normal Form of Benefit . Except as provided in Section 4.2.1 or Section 4.2.3, the Supplemental Pension Benefit payable to a Participant shall be paid in the form of a single life annuity described below.

Single Life Annuity . Approximately equal monthly installments to the Participant on the first day of each calendar month for as long as he lives.

4.2.1 Optional Forms of Payment . Notwithstanding the foregoing, a Participant may file an election during the 180-day period before the date payments commence for his Supplemental Pension Benefit to be paid in one of the following forms, each of which shall be the Actuarial Equivalent of the normal form of the Participant’s Supplemental Pension Benefit as provided in Section 4.2 above:

Ten-Year Certain and Life Annuity . Approximately equal monthly installments to the Participant, on the first day of each calendar month for 120 months certain and thereafter on the first day of each calendar month for as long as he lives, and providing that, if the Participant dies before the expiration of the 120 months certain, payment of the monthly amount shall be made to the Participant’s Beneficiary for the remainder of the 120 months certain. No benefit shall be payable to a Beneficiary following the expiration of the 120 months certain.

 

8


Joint and Survivor Annuity . Approximately equal monthly installments to the Participant, on the first day of each calendar month for as long as he lives with a survivor annuity for the life of the Participant’s Beneficiary which is either 50%, 75% or 100%, as elected by the Participant, of the amount of the annuity payable during the joint lives of the Participant and his Beneficiary.

4.2.2 No Level Income Option . No Supplemental Pension Benefit shall be paid in a Social Security leveling form of payment.

4.2.3 Cashouts . Notwithstanding the foregoing, subject to Section 409A, if the Actuarial Equivalent of a Participant’s Supplemental Pension Benefit, at any time on or after his Separation from Service and prior to the date on which payment of his Supplemental Pension Benefit commences, is determined not to exceed $25,000, such amount shall be paid to him in a single lump sum payment, in lieu of any other Supplemental Pension Benefit or Supplemental Death Benefit under the Plan (including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Section 409A). Subject to Section 4.4, such payment shall be made within the 90-day period next following the date of his Separation from Service; provided that, if such 90-day period begins in one calendar year and ends in another, the Participant shall not have a right to designate the calendar year of payment.

4.3 Commencement of Benefit Payments . Subject to Section 4.4, payment of the Supplemental Pension Benefit to a Participant shall begin on the first day of the calendar month coincident with or next following the later of (i) the Participant’s attainment of age 55, or (ii) his Separation from Service. Except as otherwise provided in the Plan and permitted under Section 409A, no acceleration of the time or form of payment of a Supplemental Pension Benefit, or any portion thereof, shall be permitted.

 

9


4.4 Specified Employees . Notwithstanding anything to the contrary in Sections 4.2 or 4.3, in the event that a Participant is a Specified Employee at the time of his Separation from Service, to the extent his Supplemental Pension Benefit constitutes “nonqualified deferred compensation” within the meaning of Section 409A, no Supplemental Pension Benefit shall be paid or begin to be paid to him until within the 30-day period commencing with the first day of the seventh month following the month of his Separation from Service; provided, however, that if such 30-day period begins in one calendar year and ends in another, such Participant shall have no right to designate the calendar year of payment.

4.4.1 Annuity Payments . The first six months of any annuity payments payable pursuant to this Section 4.4 above shall be accumulated without interest and paid on a date within the 30-day period specified above. All remaining annuity payments shall be paid as they would have been but for the six-month delay.

4.4.2 Lump Sum Payment . Any lump sum payment to a Specified Employee pursuant to Section 4.2.3 shall be made on a date that is within the 30-day period specified in Section 4.4 above.

4.5 Actuarial Equivalency . A Supplemental Pension Benefit which is payable in any form other than a single life annuity over the lifetime of the Participant shall be the Actuarial Equivalent of the Supplemental Pension Benefit payable as a single life annuity.

 

10


ARTICLE V

SUPPLEMENTAL POST-DISABILITY PENSION BENEFITS

5.1 Amount . Subject to the provisions of Section 409A, the Supplemental Post-Disabilit


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