BB&T CORPORATION 2004 STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement
THIS AGREEMENT (the “ Agreement ”), dated effective as of , 20 , between BB&T CORPORATION, a
North Carolina corporation (“BB&T”) for itself and its Affiliates, and , a Director (the “ Participant
”), is made pursuant to and subject to the provisions of the BB&T Corporation 2004 Stock Incentive Plan, and it may be
amended and/or restated (the “ Plan ”).
BB&T desires to carry out the purposes of the Plan by affording the Participant an opportunity to purchase shares of
BB&T’s common stock, $5.00 par value per share (the “ Common Stock ”), as hereinafter provided.
In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as
1. Incorporation of Plan . The rights and duties of BB&T and the Participant under this Agreement shall in all respects be
subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of
any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless
otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Option . Pursuant to the Plan, effective as of , 20 (the “ Grant Date ”), BB&T grants to the
Participant, subject to the terms and conditions of the Plan and related resolutions of the Board, and subject further to the terms
and conditions herein, the right and option (the “ Option ”) to purchase from BB&T all or any part of an aggregate of [number
of shares] shares (the “ Shares ”) of Common Stock at a purchase price (the “ Option Price ”) of $