PURCHASE AGREEMENT
Variable Insurance Funds (the "Trust"), a Massachusetts business trust with
transferable shares, Branch Banking and Trust Company, on behalf of and as
trustee for the Retirement Plan for the Employees of Branch Banking and Trust
Company (the "Purchaser"), and Branch Banking and Trust Company ("BB&T"), on its
own behalf, hereby agree with each other as follows:
1. The Trust hereby offers Purchaser and Purchaser hereby purchases 10,000
shares of the BB&T Growth and Income Fund at a price of $10.00 per share (such
shares of beneficial interest in the Trust being hereinafter collectively known
as "Shares"). Purchaser hereby acknowledges the purchase of the Shares and the
Trust hereby acknowledges receipt from Purchaser of funds in the amount of
$100,000 in full payment for the Shares.
2. Purchaser represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. Costs incurred by the Trust in connection with the registration and the
initial public offering of shares of the Trust, including the Shares, have been
deferred and will be amortized over a period of 24 months from commencement of
operations. Unless otherwise required by law, in the event that any of the
initial Shares purchased by Purchaser hereunder are redeemed by any holder
thereof during the period that the costs incurred by the Trust in connection
with the registration and initial public offering are amortized by the Trust,
the Trust is authorized to reduce the redemption proceeds to cover any
unamortized expenses in the same proportion as the number of initial Shares
being redeemed bears to the number of initial shares, including the Shares,
outstanding at the time of redemption. If, for any reason, said reduction of
redemption proceeds is not in fact made by the Trust in the event of such a
redemption, BB&T agrees to reimburse the Trust immediately for any unamortized
expenses in the proportion stated above, unless otherwise required by law.
4. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in the Trust's Amended and Restated Declaration of Trust,
as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ____ day of _________________, 1997.
(SEAL)
Attest: VARIABLE INSURANCE FUNDS
______________________ By:_____________________________
Title:__________________________
(SEAL)
Attest: PURCHASER
_______________________ By:_____________________________
Title:__________________________
(SEAL)
Attest: BRANCH BANKING AND TRUST COMPANY
______________________ By:_____________________________
Title:__________________________
