BB&T 2015 Annual Report Download - page 263

8.4 Transaction of Business. A majority of the members of the Committee at the time in office shall constitute a
quorum for the transaction of business. All resolutions or other actions taken by the Committee at any meeting shall be by vote of a
majority of those present at any such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting
upon written consent thereto signed by all of the members of the Committee.
8.5 Committee Records. The Committee shall maintain full and complete records of its deliberations and decisions.
The minutes of its proceedings shall be conclusive proof of the facts of the operation of the Plan. The records of the Committee shall
contain all relevant data pertaining to individual Participants and their rights under the Plan.
8.6 Establishment of Rules. Subject to the limitations of the Plan, the Committee may from time to time establish rules
or by-laws for the administration of the Plan and the transaction of its business.
8.7 Conflicts of Interest. No individual member of the Committee shall have any right to vote or decide upon any
matter relating solely to himself or to any of his rights or benefits under the Plan (except that such member may sign unanimous written
consent to resolutions adopted or other action taken without a meeting).
8.8 Correction of Errors. The Committee may correct errors, subject to the requirements of Section 409A, and, so far
as practicable, may adjust any benefit or credit or payment accordingly. The Committee may in its discretion waive any notice
requirements in the Plan; provided, that a waiver of notice in one or more cases shall not be deemed to constitute a waiver of notice in
any other case. With respect to any power or authority which the Committee has discretion to exercise under the Plan, such discretion
shall be exercised in a nondiscriminatory manner.
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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