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BB&T Corporation Target Pension Plan

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Sectors: Banking
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: January 01, 2009
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Exhibit 10.13

BB&T CORPORATION TARGET PENSION PLAN

(January 1, 2009 Restatement)

BB&T CORPORATION TARGET PENSION 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 1 ARTICLE II DEFINITIONS 2.1 Definitions 2 2.2 Construction 7 ARTICLE III ELIGIBILITY AND PARTICIPATION 8 ARTICLE IV RETIREMENT BENEFITS 4.1 Retirement Benefit 9 4.2 Commencement of Benefits 9 4.3 Actuarial Reduction for Certain Eligible Spouses 10 4.4 Reemployment of Retired Participant 10 ARTICLE V PRE-RETIREMENT SURVIVOR BENEFITS 5.1 Death Benefit Prior to Age 65 11 5.2 Death Benefit After Age 65 11 5.3 No Other Survivor Benefit for Death Before Payment Date 11 ARTICLE VI POST-DISABILITY RETIREMENT BENEFITS 6.1 Eligibility for Post-Disability Retirement Benefit 12 6.2 Post-Disability Retirement Benefit 12 6.3 Commencement of Payments 12 ARTICLE VII SEVERANCE BENEFITS 13 ARTICLE VIII NONCOMPETITION 14


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Section Page ARTICLE IX ADMINISTRATION BY COMMITTEE 9.1 Membership of Committee 16 9.2 Committee officers; Subcommittee 16 9.3 Committee Meetings 16 9.4 Transaction of Business 16 9.5 Committee Records 17 9.6 Establishment of Rules 17 9.7 Conflicts of Interest 17 9.8 Correction of Errors 17 9.9 Authority to Interpret Plan 17 9.10 Third Party Advisors 18 9.11 Compensation of Members 18 9.12 Committee Expenses 18 9.13 Indemnification of Committee 18 ARTICLE X AMENDMENT AND TERMINATION 10.1 Filing a Claim for Benefits 19 10.2 Notification to Claimant of Decision 19 10.3 Procedure for Review 20 10.4 Decision on Review 20 10.5 Action by Authorized Representative of Claimant 20 10.6 Overpayments 21 ARTICLE XI ALLOCATION OF RESPONSIBILITIES 11.1 Board 22 11.2 Committee 22 11.3 Plan Administrator 22 11.4 Compensation Committee 23 ARTICLE XII FUNDING 24 ARTICLE XIII AMENDMENT AND TERMINATION 13.1 Right to Amend or Terminate Plan 25 13.2 Certain Participant Benefits Not Affected 25 13.3 Benefit Accrual for Certain Other Participants 25


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Section Page ARTICLE XIV COMMUNICATION TO PARTICIPANTS 27 ARTICLE XV BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS 15.1 Benefits Not Assignable 28 15.2 Payments to Minors and Others 28 ARTICLE XVI MISCELLANEOUS PROVISIONS 16.1 Notices 29 16.2 Lost Distributees 29 16.3 Reliance on Data 29 16.4 Receipt and Release for Payments 30 16.5 Headings 30 16.6 Continuation of Employment 30 16.7 Construction 30 16.8 Nonliability of Employer 30 16.9 Severability 31 16.10 Merger and Consolidation 31 16.11 Tax Reporting and Withholding 31 16.12 Binding Effect 31 16.13 Compliance with Section 409A 32 Appendix A Payment Commencement Date for Post-Disability Retirement Benefits A-1 Appendix B Actuarial Assumptions B-1


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ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1 Establishment of Plan . Effective as of January 1, 1989, Southern National Corporation established the Southern National Corporation Supplemental Executive Retirement Plan (the " Plan" ). On February 28, 1995, Southern National Corporation merged with BB&T Financial Corporation to form a multi-bank holding company known as Southern National Corporation which in 1997 was renamed BB&T Corporation (the " Company" ). On March 25, 1997, the Plan was renamed the Southern National Target Pension Plan and participation was limited to certain designated individuals, who were former Southern National Bank executives. 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 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), and the regulations and other guidance issued thereunder by the Department of the Treasury and/or the Internal Revenue Service (collectively, " Section 409A" ). Prior to its amendment, 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 Plan provides benefits to, or on behalf of, selected key management employees to supplement retirement and survivor benefits payable from the BB&T Corporation Pension Plan (formerly known as the Southern National Corporation Pension Plan) which was formed due to the merger on January 1, 1996, of the Southern National Retirement Plan and Retirement Plan for Employees of Branch Banking and Trust Company.

ARTICLE II

DEFINITIONS

2.1 Definitions . When used in this Plan document, the following capitalized terms shall have the meanings set forth below, unless the context clearly requires otherwise.

(1) The term" Actuarial Assumptions" shall mean the assumptions to be used for Plan purposes to determine Actuarial Equivalents, as set forth in Appendix B. (2) The term " Actuarial Equivalent" or " Actuarially Equivalent" shall mean a form of benefit differing in time, period, or manner of payment from a specified benefit, determined as of a given date by application of the Plan' s Actuarial Assumptions.

(3) 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. (4) The term " Board" shall mean the Board of Directors of the Company. (5) The term " Change in Control" shall mean and shall be deemed to have occurred upon the earliest of the following dates:

(a) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding employee benefit plans of the Company, is or becomes during a 12-month period, directly or indirectly, the " beneficial owner" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of the Company representing 30% or more of the combined voting power of the Company' s then outstanding voting securities; or (b) the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company within the meaning of Section 409A; or (c) the date of the sale (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or

(d) the date when, for any reason, during any period of twelve consecutive months, the individuals who at the beginning of such 12-month period constituted the entire Board and any new directors whose


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election by the Board, or whose nomination for election by the shareholders, shall have been approved by a vote of at least two-thirds (2/3) of the directors of the Board then still in office who either were directors at the beginning of the period or whose election or nomination for election shall previously have been so approved, fail to constitute a majority of the members of the Board.

(6) The term " Code" shall mean the Internal Revenue Code of 1986, as amended, and as it may be amended from time to time.

(7) The term " Committee" shall mean the Employee Benefits Plan Committee, which shall have the powers, duties, and responsibilities set forth in Article IX.

(8) 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. (9) The term " Compensation Committee" shall mean the Compensation Committee of the Board or its delegate. (10) The term " Credited Service" shall mean the credited service that the Pension Plan ascribes to such term; provided, however, that for purposes of the Plan a Participant shall also be credited with Credited Service for any period he is Disabled.

(11) The term " Designated Beneficiary" shall mean one or more beneficiaries, as designated by a Participant in writing delivered to the Committee, to whom certain Pre-Retirement Death Benefits shall be paid pursuant to the provisions of Article V. In the event no such written designation is made by the Participant or such beneficiary shall not be living or in existence at the time payments are to commence, the Participant shall be deemed to have designated his estate as such beneficiary.

(12) The term " Disabled" or " Disability" shall mean a condition for which a Participant is entitled to disability benefits under the group disability plan maintained by the Employer.

(13) The term " Early Payment Reduction Percentage" shall mean the sum of (a) and (b) where (a) is the product of .1667% multiplied by the number of such whole calendar months, not in excess of 60, by which the date of the first monthly payment of a Participant' s Retirement Benefit precedes the month of his attainment of age 65, and where (b) is the product of .50% multiplied by the number of whole calendar months, in excess of 60, by which the date of the first monthly payment of the Participant' s Retirement Benefit precedes the month of his attainment of age 65.

(14) The term " Early Retirement Eligibility Date" shall mean the first day of the month coincident with or next following the date on which a Participant attains age 55 and completes 15 Years of Credited Service in the employ of the Employer prior to attainment of age 65.


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(15) The term " Eligible Employee" shall mean any Employee who was participating in the Plan on January 1, 1997. An Employee shall cease to be an Eligible Employee immediately upon his Separation from Service.

(16) The term " Eligible Spouse" shall mean the person, if any, who is legally married to the Participant on the Participant' s date of death; provided, however, that such term shall not include a spouse who on the date of death is legally separated from the Participant pursuant to a court order or written agreement between the Participant and spouse. 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.

(17) The term " Employee" shall mean any person on the payroll of the Employer who is subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act. (18) The term " Employer" shall mean the Company (prior to February 28, 1995, Southern National Corporation) and its participating Affiliates.

(19) The term " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and as it may be amended from time to time.

(20) The term " ERISA Excess Benefit" shall mean (a) minus (b), where:

(a) is a Participant' s Pension Plan Benefit, but computed as if such benefit were determined without giving effect to the compensation and annual benefit limitations as set forth in Sections 401(a)(17) and 415 of the Code and corresponding provisions of the Pension Plan; and (b) is the Participant' s Pension Plan Benefit. (21) The term " Final Average Earnings" shall mean a Participant' s average Monthly Earnings (as defined in Section 2.1(22)) for the 60 calendar months during which his Monthly Earnings were the highest (which 60 months may or may not be consecutive) within the 120 calendar months (or, if less, the total number of calendar months during which he was employed with the Employer) immediately preceding the earlier to occur of his Payment Date or date of death.

(22) The term " Monthly Earnings" shall mean, for any calendar month, the quotient obtained by dividing by 12 the total earnings paid to a Participant by the Employer during the calendar year in which the calendar month falls. For purposes of the preceding sentence, " total earnings paid to a Participant by the Employer during the calendar year" shall mean the total earnings paid by the Employer to the Participant reported or reportable for that calendar year on U.S. Treasury Department Wage and Tax Statement Form W-2 or similar form required for such purpose, increased by (i) any deferrals under the BB&T Corporation 401(k) Savings Plan, as amended from time to time, and (ii) any reductions in compensation resulting from participation in any deferred compensation plan or cafeteria plan to the extent that such deferrals and reductions are excluded from reporting on Form W-2 or other similar form required for such purpose.


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For purposes of the preceding sentence, non-cash items, including company car income and income from stock options, and benefits paid under the Plan or any other employee benefit plan of the Employer shall be excluded from " total earnings paid to a Participant by the Employer during the calendar year." (23) The term " Normal Retirement Date" shall mean the first day of the month coincident with or next following the month in which the Participant attains 65.

(24) The term " Participant" shall mean an Eligible Employee who continues to accrue benefits under the Plan, an Eligible Employee with a Disability who has not yet incurred a Payment Date, or a former Eligible Employee eligible to receive or receiving payments under the Plan. The Committee shall maintain a list of Participants.

(25) The term " Payment Date" shall mean, with respect to a Participant who is not Disabled, the date he incurs a Separation from Service on or after his Early Retirement Eligibility Date or his Normal Retirement Date, as the case may be, and with respect to a Participant who is Disabled, the date that a Post-Disability Pension Benefit is payable to an eligible Participant pursuant to Article VI and Appendix A.

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

(27) The term " Pension Plan Benefit" shall mean 1/12th of the annual amount of the benefit which would be payable to a Participant under the Pension Plan if the Participant' s vested accrued benefit in the Pension Plan were paid as follows:

(a) In the case of a married Participant, in the form of a joint and 75% survivor annuity which is Actuarially Equivalent to his vested accrued benefit in the Pension Plan commencing when his Retirement Benefit commences;

(b) In the case of an unmarried Participant, in the form of a level life and ten-year certain annuity which is Actuarially Equivalent to his vested accrued benefit in the Pension Plan commencing when his Retirement Benefit commences. The foregoing payment assumptions are made solely for purposes of the Plan, and such assumptions shall apply without regard for the form in which or the time at which a Participant' s vested accrued benefit under the Pension Plan is actually paid or authorized to be paid.

For purposes of this Section 2.1(27), (i) a " joint and 75% survivor annuity" means an annuity providing a monthly benefit for the life of the Participant with a monthly benefit payable to the Participant' s Eligible Spouse, if any, for the remainder of the Eligible Spouse' s life in an amount equal to 75% of the monthly benefit payable to the Participant during the Participant' s lifetime; and (ii) a " level life and ten-year certain annuity" means an annuity providing a monthly benefit payable for a minimum of 120 months and, if longer, for the life of the Participant.


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(28) The term " Plan" shall mean the BB&T Corporation Target Pension Plan, an unfunded, non-qualified deferred compensation plan as herein restated effective January 1, 2009, or as duly amended from time to time.

(29) The term " Plan Administrator" shall mean the plan administrator as provided in Section 9.2.

(30) The term " Plan Year" shall mean the 12-month period beginning on January 1 and ending on December 31 of each calendar year. (31) The term " Post-Disability Retirement Benefit" shall mean the benefit payable to the Participant pursuant to Article VI and Appendix A of the Plan.

(32) The term " Retirement Benefit" shall mean the retirement benefit payable to a Participant pursuant to Section 4.1.

(33) 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. (34) 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.

(35) The term " Social Security Benefit" shall mean an amount equal to the annual Primary Old Age Insurance benefit to which the Participant would be entitled to receive commencing on his Normal Retirement Date (assuming that he will have no earnings after such date that would cause a reduction in such benefit) under the Federal Social Security Act, as such Act is in effect on the Participant' s Payment Date, divided by 12. The Social Security Benefit shall be calculated on the basis of the Participant' s estimated earnings history, constructed as follows:

(a) If the Participant has not attained age 65 on his Payment Date, it shall be assumed that he will receive no additional compensation during the period between his Payment Date and his attainment of age 65;

(b) The Participant' s Monthly Earnings shall be used for the 120 calendar month period (or for the Participant' s total months of employment, if shorter) that is considered in the determination of Final Average Earnings; and

(c) For years beginning on and after the later of 1951, or the calendar year in which the Participant attained age 22, and ending with the year immediately preceding the period described in (b) above, the Participant' s wages for purposes of the Federal Social Security Act shall be calculated by projecting backwards, using a salary scale of 6% per annum, his Monthly Earnings for the earliest calendar year in the period described in (b) above.


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Notwithstanding the foregoing, a Participant shall have the right to have his Social Security Benefit recomputed on the basis of his actual Social Security earnings history by providing appropriate documentation to the Committee. Fo
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