BB&T CORPORATION SHORT-TERM INCENTIVE PLAN

1.

The Plan . The purpose of the BB&T Corporation Short-Term Incentive Plan (formerly, the BB&T Corporation Amended and Restated 1996 Short-Term Incentive Plan) (the “Plan”) is to provide select key executives of BB&T Corporation or an affiliate thereof (collectively, the “Company” unless the context otherwise requires) with cash awards (the “Awards”) based upon attainment of preestablished, objective performance goals, thereby promoting a closer identification of the participating employees’ interests with the interests of the Company and its shareholders, and further stimulating such employees’ efforts to enhance the efficiency, profitability, growth and value of the Company.

2.

Plan Administration . The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company or a subcommittee thereof (the “Committee”). To the extent required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), each member of the Committee (or subcommittee of the Committee) participating in the administration of this Plan shall be an “outside director” as defined in Section 162(m) and related regulations. The Committee shall have full authority to interpret and administer the Plan and establish rules and regulations for the administration of the Plan. Any actions of the Committee may be taken by a written instrument signed by all of the members of the Committee and such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called. The decisions and determinations of the Committee in all matters regarding the Plan shall be in its sole discretion. Any decision made, or action taken, by the Committee in connection with the administration of the Plan shall be final, binding and conclusive. No member of the Committee shall be liable for any action, determination or decision made in good faith with respect to the Plan or any Award paid under it. Notwithstanding the foregoing, the Committee may delegate the administration of the Plan to one or more of its designees, but only with respect to matters regarding participants who are not in the executive management class. The “executive management class” shall include such members of executive management of the Company who are otherwise eligible to participate in the Plan and are approved from time to time by the Committee as members of such class. All matters regarding the participants in the executive management class shall be the sole responsibility of the Committee.

3.

Eligibility . The participants in the Plan (collectively, the “Participants” or individually, a “Participant”) shall be those key executives of the Company who are designated each year as Participants by the Committee. With respect to members of the executive management class, such designation shall be made in writing during the first 90 days of each calendar year and before 25% of relevant performance period has passed. Participation in the Plan in any one calendar year does not guarantee that a key executive will be selected to participate in the Plan in any following calendar year.

4.

Size of Awards . Each calendar year, the Committee shall establish a target award (the “Target Award”) for each Participant in the Plan, which shall be expressed as a percentage of

his “Base Compensation.” For this purpose, “Base Compensation” means the base compensation (including salary and all other regular base pay, but excluding incentive compensation, bonuses, and other similar compensation actually paid to the Participant during the calendar year; provided, however, that the Base Compensation of a Participant who is in the executive management class shall not exceed the limit established by the Committee (the “Base Compensation Limit”). If and to the extent the performance goals established for the Participant by the Committee pursuant to Section 5 are met, the Participant’s Award shall range from the amount of his “Threshold Award” to the amount of his “Superior Award.” A Participant’s “Threshold Award” shall be equal to 25 percent of his Target Award, his Target Award shall be equal to no more than 125% of his Base Compensation and his Superior Award shall be equal to a maximum percentage (the “Maximum Percentage”) not to exceed 225% of his Target Award. The Target Award of each Participant or class of Participants ( e.g. , the executive management class), the Maximum Percentage and the Base Compensation Limit shall be established in writing by the Committee during the first 90 days of each calendar year while the outcome is substantially uncertain and before 25% of the relevant performance period has passed.

5.

Establishment of Performance Goals . A Participant’s Award, if any, shall be earned based on the attainment of written performance objectives approved by the Committee. In the case of the executive management class, such performance objectives shall be established by the Committee in writing (i) while the outcome for the performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance objective relates, or if less than 90 days, no more than the number of days which is equal to 25% of the relevant performance period. The performance goals established for each Participant or class of Participants ( e.g. , the executive management class) may be attached hereto as an Exhibit following establishment thereof. The following rules and guidelines shall apply in establishing performance goals:

a.

Types of performance . The performance goals established by the Committee shall be based on one or more performance measures that apply to the Participant alone (“Individual Performance”), the Participant’s business unit/function performance (“Business Unit/Function Performance”), the Company as a whole (“Corporate Performance”), or any combination of Individual Performance, Business Unit/Function Performance or Corporate Performance. If a Participant’s performance goals are based on a combination of Individual Performance, Business Unit/Function Performance or Corporate Performance, the Committee shall weight the importance of each type of performance that applies to such Participant by assigning a percentage to it (the “Weighted Percentage”). In no event shall the aggregate Weighted Percentages exceed 100 percent.

b.

Performance measures . The Committee shall establish the performance measures that apply to Individual Performance, Business Unit/Function Performance and Corporate Performance.

(i)

Individual Performance . The performance measures for Individual Performance shall be established separately for each Participant whose performance goals are based in whole or in part on Individual Performance.

Such performance measures shall be based on such business criteria as process improvement, sales, loan growth, deposit growth and expense management.

(ii)

Business Unit/Function Performance . The performance measures for Business Unit/Function Performance shall be established separately for each Participant whose performance goals are based in whole or in part on Business Unit/Function Performance. Such performance measures shall be based on such business criteria as achievement of financial or non-financial goals, growth and market share.

(iii)

Corporate Performance . The performance measures for Corporate Performance shall be established based on such factors as stock price, market share, sales, earnings per share, return on equity, return on average assets or expense management.

c.

Levels of performance . The Committee shall establish a threshold, target and superior level of performance with respect to each measure of performance. A Performance Value shall be assigned to each such level of performance as follows:

6.

Determination and Payment of Awards . The determination of the Award (if any) payable to a Participant shall be made as soon as practicable after the end of each calendar year by the Committee. The amount of the Award shall be determined in accordance with the following formula:

(A)

is the Participant’s Target Award;

(B)

is the Participant’s Weighted Percentage (if any) for Individual Performance;

(C)

is the Performance Value assigned to the level of performance attained by the Participant for Individual Performance;

(D)

is