2005DECLARATION OF AMENDMENT TO
NON-EMPLOYEE DIRECTORSDEFERRED COMPENSATION AND STOCK
THISDECLARATION OF AMENDMENT is made this 22nd day of February, 2005, by BB&T CORPORATION(the Corporation) to the BB&T Corporation Non-Employee DirectorsDeferred Compensation and Stock Option Plan, as amended and restated (the Plan).
R EC I T A L S:
WHEREAS,it is deemed advisable to amend the Plan to modify the term of the Stock Option Subplan,a component of the Plan, in order to address certain requirements recently imposedpursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the Code),and related guidance; and
WHEREAS,no deferrals for the grant of stock options have been permitted or made under theStock Option Subplan for 2005;
NOW,THEREFORE, IT IS DECLARED that, effective as of the date hereof, the Plan shall beamended by deleting Section 4.9.1 (Effective Date and Term of Options)in its entirety and inserting the following in lieu thereof, with the remainder ofthe Plan being unchanged:
Effective Date and Term of Stock Option Subplan: The Stock Option Subplan was adopted effective December 19, 1991, amended and restated effective October 22, 1996, January 1, 1997 and November 1, 2001, and further amended December 18, 2001 and February 24, 2004. Options may be granted under the Plan on and after the effective date and until December 31, 2004; provided, however, that any Option granted prior to December 31, 2004 which was outstanding on such date shall continue in accordance with its terms.
INWITNESS WHEREOF, this Declaration of Amendment is executed on behalf of BB&TCorporation on the day and year first above written.
|By:||/s/ Robert E. Greene|
/s/ M. Patricia Oliver