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, a copy of which the Participant acknowledges is being delivered herewith or has been previously provided to the Participant and 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 defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

Grant of Option . Pursuant to the Plan, effective as of ___________ ___, 20__ (the “Date of Grant”), BB&T grants to the Participant, subject to the terms and conditions of the Plan and related resolutions of the Board of Directors, 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 «Options_» shares (the “Shares”) of Common Stock at a purchase price (the “Option Price”) of $_______ per share, such Option Price being the Fair Market Value per share of Common Stock on the Date of Grant. This Option is designated as a Nonqualified Option and, as such, is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Such Option will be vested and exercisable as hereinafter provided.

  Terms and Conditions . The Option is subject to the following terms and conditions:

Expiration Date . The Option shall expire on ___________ ___, 20__ (the “Expiration Date”) (such term commencing with the Date of Grant and ending on the Expiration Date being referred to as the “Option Period”).

Exercise of Option. Except as provided in Sections 4, 5, 6, 7 and 9 and subject to the authority of the Administrator to accelerate the exercisability of this Option, this Option shall become vested and exercisable with respect to twenty percent (20%) of the Shares subject to the Option on the first anniversary of the Date of Grant and with respect to an additional twenty percent (20%) of the Shares subject to the Option on each anniversary of the Date of Grant over the following four years, so that the Option shall be fully vested and fully exercisable on the fifth anniversary of the Date of Grant. To the extent the Option has become vested and exercisable in accordance with the preceding sentence, it shall continue to be vested and exercisable until the earlier of the termination of the Participant’s rights hereunder pursuant to Sections 4, 5, 6, 7 and 9, or until the Expiration Date. The Option may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of the Option shall not affect the Participant’s right to exercise the Option with respect to the remaining Shares, subject to the conditions of the Plan and this Agreement. The Option may not be exercised at any time unless the Participant shall have been in the continuous service as a director of BB&T from the date hereof to the Date of Exercise of the Option, subject to the provisions of Sections 4, 5, 6, 7 and 9.

Method of Exercising and Payment for Shares . The Option shall be exercised by written notice (the “Notice of Exercise”) accompanied by payment of the Option Price, delivered to the attention of the Human Systems Division at the office of BB&T Corporation, P.O. Box 1215, 200 West Second Street, Winston-Salem, North Carolina 27102, or at such other location selected by BB&T. The Date of Exercise shall be the date on which BB&T has received both the Notice of Exercise and payment of the Option Price (except as may be otherwise permitted for option exercises made pursuant to Section 6.05(c) of the Plan). Payment of the Option Price may be made (i) in cash or by cash equivalent, and, if permitted under applicable law, payment may also be made (ii) by delivery of shares of Common Stock owned by the Participant at the time of exercise for a period of at least six months (or such other time period necessary to avoid variable accounting or other accounting consequences inconsistent with BB&T’s accounting practices); (iii) by delivery of written Notice of Exercise to BB&T and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to BB&T the amount of sale or loan proceeds to pay the Option Price; or (iv) by any combination of the foregoing methods. Shares delivered in payment of the Option Price shall be valued at their Fair Market Value on the date of exercise, as determined by the Administrator by applying the provisions of the Plan. Upon the exercise of an Option in whole or in part, payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, BB&T shall promptly deliver to the Participant a certificate or certificates for the Shares purchased.

In the event that the Option shall be exercised pursuant to this Section 3 by any person other than the Participant, the Notice of Exercise shall be accompanied by appropriate proof of the right of such person to exercise the Option.

Shareholder Rights . The Participant and his legal representative, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Option and shall not have any rights of a shareholder unless and until certificates for such Shares have been issued and delivered to him or them under the Plan. A certificate or certificates for Shares of Common Stock acquired upon exercise of the Option shall be issued in the name of the Participant (or his beneficiary) and distributed to the Participant (or his beneficiary) as soon as practicable following receipt of Notice of Exercise and payment of the Option Price (except as may otherwise be determined by BB&T in the event of payment of the Option Price pursuant to Section 6.05(c) of the Plan).

Nontransferability of Option . The Option shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except as may be permitted by the Administrator in its sole discretion (and in a manner consistent with the registration provisions of the Securities Act). Except as may be permitted by the preceding sentence, (i) during the lifetime of the Participant, the Option may be exercised only by the Participant; and (ii) no right or interest of a Participant in the Option shall be liable for, or subject to, any lien, obligation or liability of such Participant. The designation of a beneficiary in accordance with the Plan shall not constitute a transfer.

Termination of Service . Except as provided in Sections 5, 6 and 7, in the event that the service of the Participant with BB&T terminates for any reason other than Retirement, death or Disability, the Participant may exercise the Option only with respect to those Shares of Common Stock as to which the Option has become vested and exercisable pursuant to Section 3(b) as of the date of his termination. The Participant may exercise the Option with respect to such Shares no more than thirty (30) days after the date of the Participant’s termination of service (but in any event prior to the Expiration Date).

Exercise After Retirement . In the event that the Participant remains in the continuous service of BB&T from the Date of Gra