Exhibit 4.9(h)
This Note is a Global Security
within the meaning of the Indenture referred to herein and is
registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation (“DTC”) to the issuer or its agent for
registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof
has an interest herein.
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REGISTERED
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REGISTERED
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BB&T
Corporation
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Principal Amount: $
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No.
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Medium-Term Note, Series B
(Subordinated)
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CUSIP
No.
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(Global Original Issue Discount
Zero Coupon Note)
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ORIGINAL
ISSUE DATE:
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MATURITY
DATE:
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OTHER
TERMS:
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REDEMPTION
TERMS:
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ORIGINAL
ISSUE DISCOUNT:
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YIELD TO
MATURITY:
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SPECIFIED
CURRENCY:
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FOR PURPOSES OF SECTIONS 1273 AND
1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS PRINCIPAL AMOUNT SET
FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET FORTH
ABOVE.
BB&T CORPORATION,
a corporation duly organized and
existing under the laws of North Carolina (herein called the
“Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS ($
) on
the Maturity Date shown above.
The principal of this Note shall not
bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at the Maturity
Date, and in such case the overdue principal of this Note shall
bear interest at a rate which is equivalent to the Yield to
Maturity stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the
Maturity Date or the date payment is due upon acceleration or
redemption, as the case may be, to the date payment of such
principal has been made or duly provided for. Interest on any
overdue principal shall be payable upon demand. Any such interest
on any overdue principal that is not so paid on demand shall bear
interest at the same rate as the interest on the overdue principal
(to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand. In
the event that any Maturity Date is not a Business Day, the
principal otherwise payable on such date will be paid on the next
day that is a Business Day with the same force and effect as if
made on such Maturity Date, and no interest will accrue for the
period from and after such Maturity Date to such next following
Business Day. In the event that any Redemption Date is not a
Business Day, such Redemption Date shall be postponed to the next
day that is a Business Day, and no interest will accrue for the
period from and after that Redemption Date to such next succeeding
Business Day. Unless otherwise specified on the face hereof,
payment of
the principal of (and premium, if any) on this
Note due on the Maturity Date or any applicable Redemption Date
will be made in immediately available funds upon presentation of
this Note to The Depository Trust Company, as depositary, or its
nominee or registered assigns as the registered owner of this Note;
provided, however , that the Company may, at its option, pay
principal and any premium and interest with respect to any
Registered Note by mailing a check to the address of the Person
entitled to payment as it appears on the Security Register, except
that a holder of $10,000,000 (or the equivalent of $10,000,000 in a
currency other than U.S. dollars) or more in aggregate principal
amount of Notes of like tenor and terms shall be entitled to
receive payments by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in
writing by the Trustee or the applicable Paying Agent not later
than 10 Business Days prior to the applicable payment
date.
The principal of and any premium and
interest on this Note are payable by the Company in U.S. dollars,
unless a different Specified Currency is indicated on the face
hereof. If the Specified Currency for this Note is other than U.S.
dollars, the Company will (unless otherwise specified on the face
hereof) arrange to convert all payments in respect of this Note
into U.S. dollars. If this Note has a Specified Currency other than
U.S. dollars, the amount of any U.S. dollar payment will be based
on the bid quoted by the exchange rate agent for the purchase of
U.S. dollars with the Specified Currency for settlement on the
payment date and on the aggregate amount of the Specified Currency
payable to the holder of this Note scheduled to receive such
payments. The bid quotation will be as of 11:00 a.m., London time,
on the second day preceding the applicable payment date on which
banks are open for business in London and New York City. If this
bid quotation is not available, such exchange rate agent will
obtain a bid quotation from a leading foreign exchange bank in
London or New York City selected by such exchange rate agent. If
these bids are not available, payment of the aggregate amount due
to all holders on the payment date will be in the Specified
Currency. All currency exchange costs will be borne by the holder
of this Note by deductions from such payments due such
holder.
If this Note has a Specified
Currency other than U.S. dollars, the holder may (if so indicated
on the face hereof) elect to receive all payments in respect of
this Note in the Specified Currency by delivery of a written notice
to the applicable Paying Agent not later than 15 calendar days
prior to the applicable payment date. That election will remain in
effect until revoked by written notice to the Paying Agent received
no later than 15 calendar days prior to the applicable payment
date.
Reference is hereby made to the
further provisions of this Note set forth on the reverse side
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by or on behalf of the
Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
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BB&T
CORPORATION
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Dated:
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By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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TRUSTEE’S CERTIFICATE OF
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AUTHENTICATION
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This is one of the Securities
issued
under the within-mentioned
Indenture.
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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By
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Authorized
Signatory
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Or
by
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,
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as
Authenticating Agent
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By
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Authorized
Officer
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3
[Reverse Side of
Note]
BB&T
CORPORATION
Medium-Term Note, Series B
(Subordinated)
(Global Original Issue Discount
Zero Coupon Note)
This Note is one of a duly
authorized issue of the Company’s unsecured, subordinated
medium-term notes, Series B due nine months or more from the date
of issue (herein called the “Notes”), issued or to be
issued under the Indenture Regarding Subordinated Securities, dated
as of M