BB&T CORPORATION NON-QUALIFIED DEFINED CONTRIBUTION PLAN (January 1, 2009 Restatement)

Exhibit 10.15

BB&T CORPORATION

NON-QUALIFIED DEFINED CONTRIBUTION PLAN

(January 1, 2009 Restatement)

BB&T CORPORATION

NON-QUALIFIED DEFINED CONTRIBUTION PLAN

(January 1, 2009 Restatement)

TABLE OF CONTENTS

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BB&T CORPORATION

NON-QUALIFIED DEFINED CONTRIBUTION PLAN

(January 1, 2009 Restatement)

ARTICLE I

ESTABLISHMENT AND PURPOSES OF THE PLAN

1.1 Establishment of Plan . Effective as of January 1, 1997, Southern National Corporation, the multi-banking holding company with principal subsidiaries that included Branch Banking and Trust Company, BB&T of South Carolina, and BB&T of Virginia, (the “Company”) adopted the “Southern National Corporation Non-Qualified Defined Contribution Plan” (the “Plan”). Thereafter in 1997, the Company was renamed BB&T Corporation and, effective as of November 1, 2001, the Plan was renamed the “BB&T Corporation Non-Qualified Defined Contribution Plan and was further amended and restated. As of the date of execution of this Plan document, effective January 1, 2009, the Plan is hereby amended and restated for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service (collectively, “Section 409A”). Notwithstanding the foregoing, on and after January 1, 2005 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 such 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 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 a portion of the payments they

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are entitled to receive under such plans on a pre-tax basis. 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 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.

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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 meaning set forth below (unless otherwise indicated by the context), rather than any definition set forth in the Savings Plan.

(1) The term “Account” shall mean the aggregate of the unfunded, separate bookkeeping accounts which are established and maintained with respect to each Participant pursuant to the provisions of Article VII and which may include the following such accounts:

Separate subaccounts shall be established and maintained with respect to each separate bookkeeping account which shall include one or more Investment Fund Accounts and, for certain Participants, a Company Stock Account, and which shall be adjusted in the manner provided in Article VII.

(2) The term “Accrued Benefit” shall mean with respect to each Participant the balance credited to his Account as of the applicable Adjustment Date following adjustment thereof as provided in Article VII.

(3) The term “Adjustment Date” shall mean each day securities are traded on the New York Stock Exchange, except regularly scheduled holidays of the Company.

(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 or determined pursuant to the provisions of Article XII of the Plan to receive the balance of the Participant's Account under the Plan, if any, after his death.

(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.

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

(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 “ Company Discretionary Credits ” shall mean the amounts credited to the Participant’s Matching Account by the Committee pursuant to the provisions of Section 3.3.

(11) The term “Company Matching Credits” shall mean the amounts credited to the Participant’s Matching Account by the Committee pursuant to the provisions of Section 3.2.

(12) The term “Company Stock” shall mean the Company’s $5 par value common stock.

(13) The term “Company Stock Fund” shall mean the BB&T Corporation Common Stock Fund, which consists primarily of shares of Company Stock.

(14) The term “Company Stock Credit” shall mean a bookkeeping unit used for the purpose of crediting deemed shares of the Company Stock Fund to the Company Stock Account of each Participant for whom a Company Stock Account is established pursuant to Article VII. Each Company Stock Credit shall be equal to one share of the Company Stock Fund. The value of each Company Stock Credit shall be equivalent to the net value of a share of the Company Stock Fund as of the applicable Adjustment Date.

(15) The term “Compensation Committee” shall mean the Compensation Committee of the Board or its delegate; provided, however, that the authority to make any determinations with regard to Employees who are officers subject to Section 16 of the 1934 Act shall at all times be retained by the Compensation Committee.

(16) The term “Covered Compensation” shall mean all wages within the meaning of Section 3401(a) of the Code and all other payments of cash compensation made by the Employer (in the course of the Employer’s trade or business) to a Participant while a Participant during a Plan Year for which the Employer is required to furnish the Participant a written statement (currently, Form W-2) under Sections 6041(d), 6051(a)(3), and 6052 of the Code, including 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, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code as well as any cash compensation deferred pursuant to Sections 3.1 and 3.3 of the Plan, but excluding any fringe benefits, welfare benefits, and any 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.

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(17) The term “Deferral Election Form” shall mean the election form (including a form in electronic, telephonic, or other format) executed by the Participant pursuant to the provisions of Section 3.4 of the Plan.

(18) 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. 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 occurs the determination by the Compensation Committee that the Employee is no longer a highly compensated or management employee; 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.

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

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

(21) 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.

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

(23) The term “Investment Fund” shall mean any mutual fund described in Appendix A attached hereto; provided, however, that the Committee shall determine from time to time the mutual funds to be set forth and described in Appendix A, and shall notify Participants in writing of the available Investment Funds from time to time.

(24) The term “Investment Fund Credit” shall mean, with respect to each Investment Fund, a bookkeeping unit used for the purpose of crediting deemed shares of such Investment Fund to the corresponding investment subaccounts of each Participant’s Account. Each Investment Fund Credit shall be equal to one share of each Investment Fund. The value of each Investment Fund Credit shall be equivalent to the net value of a share of the applicable Investment Fund as of any Adjustment Date.

(25) The term “Matching Account” shall mean the separate bookkeeping account to be kept for each Participant to which Company Matching Credits and any Company Discretionary Credits are credited.

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(26) The term “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

(27) The term “Participant” shall mean with respect to any Plan Year an Eligible Employee who has commenced participation in the Plan and any former Eligible Employee who has an Accrued Benefit remaining under the Plan. An Eligible Employee shall become a Participant as of the Entry Date determined by the Committee; provided, that an Eligible Employee shall not become a Participant in the Plan unless the contributions to his Salary Reduction Contribution (Before-Tax) Account, his Employer Basic Matching Contribution Account, and his Employer Supplemental Matching Contribution Account under the Savings Plan are less than such contributions would otherwise be under the Savings Plan due to: (A) the limitations described in Sections 401(a)(17), 401(k), 401(m), 402(g) and 415 of the Code, or (B) the exclusion of deferrals under Sections 3.1 and 3.3 of the Plan in its definition of Compensation. 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 Savings Plan and any Incentive Compensation Plan. A Participant who incurs a Separation from Service and who later returns to Service will not be eligible to reenter the Plan except upon satisfaction of the terms and conditions established by the Committee in accordance with Section 409A. The Committee shall maintain a list of the Participants in the Plan, which shall be amended from time to time.

(28) The term “Performance-Based Compensation” shall mean compensation the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which Participants perform services. Performance criteria shall be established in writing not later than 90 days after the commencement of the period of service to which the criteria relate; provided that the outcome is substantially uncertain at the time the criteria are established. Performance-Based Compensation shall not include any amount or portion of any amount that will be paid regardless of performance or is based upon a level of performance that is substantially certain to be met at the time the criteria are established.

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

(30) The term “Plan Administrator” shall mean the plan administrator as provided in Section 8.2.

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

(32) The term “Salary Reduction Election Form” shall mean the election form (including a form in electronic, telephonic, or other format) executed by the Participant pursuant to the provisions of Section 3.1 of the Plan.

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(33) The term “Salary Reduction Account” shall mean the separate bookkeeping account to be kept for each Participant to which Salary Reduction Credits shall be credited.

(34) The term “Salary Reduction Credits” shall mean the amounts credited to the Participant’s Salary Reduction Account by the Committee pursuant to the provisions of Section 3.1 of the Plan.

(35) The term “Savings Plan” shall mean the BB&T Corporation 401(k) Savings Plan, as it may be amended from time to time.

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

(37) 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.

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

(39) The term “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Company’s Specified Employee identification policy, if any.

(40) The term “Spouse” or “Surviving Spouse” shall mean, except as otherwise provided in the Plan, the legally married 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.

(41) The term “Unforeseeable Emergency” shall mean a severe financial hardship as more fully defined in Section 6.1.

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. A capitalized term used, but not defined in the Plan, shall have the same meaning given in Section 1 of the Savings Plan, depending on the context in which the term is used.

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ARTICLE III

CREDITS TO ACCOUNTS

3.1 Salary Reduction Credits .

3.1.1 Amount of Salary Reduction Credits . Each Participant who is a participant in the Savings Plan may elect, by executing a Salary Reduction Election Form prior to the applicable Entry Date, to reduce on a pre-tax basis his Covered Compensation from the Employer for any Plan Year by an amount equal to (a) minus (b), where:

(a) is the amount determined by multiplying the Participant’s Covered Compensation by an integral percentage that is set forth in his effective Salary Reduction Form; and

(b) is an amount equal to the Salary Reduction Contributions credited to the Participant’s Salary Reduction Contribution (Before-Tax) Account under the Savings Plan (determined under the provisions of the Savings Plan, including the limitations described in Sections 401(a)(17), 401(k), 401(m), 402(g) and 415 of the Code) for such Plan Year.

In the event that a Participant’s first Entry Date is other than January 1 and it is his first year of eligibility under the Plan (taking into consideration eligibility under all other nonqualified account balance plans of the Company and of any Affiliate that are required to be aggregated with the Plan under Section 409A in determining whether such Plan Year is in fact the first year of eligibility, within the meaning of Treasury Regulation Section 1.409A-2(a)(7)(ii), under a “plan” that includes the Plan), such Participant may file an initial Salary Reduction Election Form in accordance with this Section 3.1.1 within 30 days of becoming first eligible to participate under the Plan, but only with respect to that portion of his Covered Compensation to be earned for services to be performed subsequent to such election and ending on December 31 of such Plan Year.

3.1.2 Time for Crediting Accounts . Salary Reduction Credits shall be credited to a Participant’s Salary Reduction Account as of the time, and in the same manner, that Salary Reduction Contributions are credited to the Participant’s Salary Reduction Contribution (Before-Tax) Account under the Savings Plan.

3.1.3 Administrative Rules . An election pursuant to this 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. Except for the first year of eligibility, the Salary Reduction Election Form must be received by the Committee prior to the beginning of each Plan Year in accordance with procedures established by the Committee. The Salary Reduction Election Form of a Participant shall be irrevocable and shall remain in effect for the Plan Year for which it is first made and for all future Plan Years until it is revoked or changed by a new election

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submitted pursuant to the rules of this Section 3.1 or the Participant ceases participation in the Plan. Any such election with respect to Covered Compensation that is Performance-Based Compensation must be received by the Committee in accordance with procedures established by the Committee; provided, however, that:

(i) the Committee does not receive such election later than a date that is six months prior to the end of the applicable performance period;

(ii) the Participant has continuously performed services from the later of the beginning of the performance period which is at least 12 consecutive months or the date the performance criteria are established through the date on which the deferral election is made; and

(iii) in no event shall such election be made after such Incentive Compensation has become readily ascertainable.

3.2 Company Matching Credits .

3.2.1 Amount of Company Matching Credits . Each month the Committee shall credit to the Matching Account of each Participant who elects to reduce his Covered Compensation under Section 3.1, with a Company Matching Credit, which shall be an amount equal to (a) minus (b), where:

(a) is an amount equal to 100% of the first 6% of Compensation and Covered Compensation, as the case may be, elected by the Participant for salary reduction under Section 2.1 of the Savings Plan (but not more than the amount described in Section 3.1.1(b) of the Plan) and for salary reduction under Section 3.1.1(a) of the Plan; and

(b) is an amount equal to the maximum Matching Contributions that have been, or will be, made to the Employer Basic Matching Contribution Account and the Employer Supplemental Matching Contribution Account of the Participant under the Savings Plan (determined under the provisions of the Savings Plan and the limitations described in Sections 401(a)(17), 401(k), 401(m), 402(g), and 415 of the Code) for such Plan Year;

provided, however, that the Matching Company Credit of a Participant who is first eligible to participate during the Plan Year beginning on an Entry Date other than January 1 as provided in Section 3.1.1 shall be limited to that portion of his Covered Compensation to be earned for services to be performed subsequent to his submission of his Salary Reduction Election Form and ending on December 31 of such Plan Year.

3.2.2 Crediting Company Matching Credits . The amount of Company Matching Credits to be credited to the Matching Account of the Participant shall be

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credited by the Committee to the Participant’s Matching Account as of the same time and in the same manner as Matching Contributions are credited to the Participant’s Employer Basic Matching Contribution Account and Employer Supplemental Matching Contribution Account under the Savings Plan.

3.3 Company Discretionary Credits .

3.3.1 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 Matching Account of a Participant with a Company Discretionary Credit, which shall be an amount determined by the Company. The determination of which Participant shall be credited with a Company Discretionary Credit and the amount of such credit shall be determined solely by the Company.

3.3.2 Time for Crediting Company Discretionary Credits . The amount of Company Discretionary Credits to be credited to the Matching Account of the Participant shall be credited at such time or times as the Committee so designates.

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ARTICLE IV

NONFORFEITABILITY OF ACCOUNTS

Upon Separation from Service, the interest of a Participant in his Salary Reduction Account as well as his Matching Account (including any Company Stock subaccount) shall not be subject to forfeiture; provided, however that in the event the Participant has engaged in misconduct, including, but not limited to, embezzlement, larceny, theft, and other dishonest acts affecting the Employer, or has engaged in direct competition with the Employer while a Participant, such Participant shall forfeit the entire interest in his Employer Matching Account.

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ARTICLE V

PAYMENT OF BENEFITS

5.1 Distributions

5.1.1 In General . Except as otherwise provided in Article VI relating to payments in the event of an Unforeseeable Emergency, the vested Accrued Benefit of a Participant shall be distributed to or with respect to a Participant only upon the Participant’s Separation from Service or death. Payment of benefits on account of a Separation from Service shall be made in accordance with Section 5.2. Payment of benefits on account of the death of a Participant shall be made in accordance with Section 5.3.

5.1.2 No Acceleration . Except as otherwise provided in Article VI relating payments in the event of an Unforeseeable Emergency, which are permitted under Section 409A, no acceleration of the time and form of payment of a Participant’s Accrued Benefit, or any portion thereof, shall be permitted.

5.2 Payment of Benefits upon Separation from Service .

5.2.1 Form of Distribution. Subject to the provisions of Article XVII, the vested Accrued Benefit of a Participant who has incurred a Separation from Service shall be paid to the Participant or applied for his benefit under one of the following options:

The election of the distribution option with respect to his vested Accrued Benefit (“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. Notwithstanding the foregoing, all Form Elections are subject to the provisions of Section 5.2.2(b). In the event that a Participant fails to elect a distribution option or fails to make a timely election, 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 Article V shall be determined as of the Adjustment Date that such distribution is actually processed by the Committee or its designee.

Notwithstanding any election made by the Participant pursuant to this Section 5.2.1, if prior to the distribution processing date the Participant advises the Committee in writing that he desires to have his vested Company Stock Accounts, if any, paid to him in shares of Company Stock (as provided in Section 5.2.4), his vested Company Stock Accounts shall be paid to him in accordance with the distribution option elected by him pursuant to this

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Section 5.2.1; provided, however, that if the Participant elected the Term Certain Option, payment of the Participant’s Company Stock Accounts shall be paid to him in approximately equal annual (rather than monthly) installments over the term certain selected by the Participant.

5.2.2 Commencement and Timing of Distributions .

(a) In General . Except as otherwise provided in Article VI relating to payments in the event of an Unforeseeable Emergency, no benefit payments will be made to the