Exhibit 4.9(d)
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 A
(Senior)
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CUSIP
No.
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(Global Original Issue Discount
Fixed Rate Note)
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ORIGINAL
ISSUE DATE:
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MATURITY
DATE:
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INTEREST
RATE:
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REDEMPTION
TERMS:
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SPECIFIED
CURRENCY:
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OTHER
TERMS:
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ORIGINAL
ISSUE DISCOUNT:
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YIELD TO
MATURITY:
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[ ] ORIGINAL
ISSUE DISCOUNT NOTE SUBJECT TO “SPECIAL PROVISIONS”
BELOW
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[ ] ORIGINAL
ISSUE DISCOUNT NOTE FOR FEDERAL INCOME TAX PURPOSES
ONLY
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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 or, together with any premium
thereon, upon any applicable Redemption Date (subject to the
“Special Provisions” on the reverse side hereof, if
applicable), and to pay interest on such principal sum from the
Original Issue Date or such other date shown above or from and
including the most recent Interest Payment Date to which interest
has been paid or duly provided for, on (but excluding) each
February 1 and August 1 or such other dates, if any, as
are specified under “Other Terms” above (the
“Interest Payment Dates”), commencing with the Interest
Payment Date immediately following the Original Issue Date or such
other date shown above, at the rate per annum equal to the Interest
Rate shown above, until the principal hereof is paid or made
available for payment; provided, however , that if the
Original Issue Date is between a Regular Record Date and an
Interest Payment Date, the initial interest payment will be made on
the Interest Payment Date following the next succeeding Regular
Record Date to the registered holder on such next succeeding
Regular Record Date. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the Regular Record Date related to the Interest Payment
Date, which, unless otherwise specified under “Other
Terms” above, shall be the day (whether or
not a Business Day) 15 calendar days preceding
each Interest Payment Date; provided, however , that
interest payable on the Maturity Date of this Note or any
applicable Redemption Date shall be payable to the Person to whom
principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the
holder hereof on such Regular Record Date and may be paid in
accordance with the Indenture (i) to the Person in whose name
this Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to the holder of this Note not less than 10 days
prior to such Special Record Date; or (ii) in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as
may be required by any such exchange, if such manner of payment is
deemed practicable by the Trustee. In the event that any Maturity
Date or Redemption 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 or Redemption Date, as applicable, and no interest
will accrue for the period from and after such Maturity Date or
Redemption Date to such next following Business Day. In the event
that any Interest Payment Date is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business
Day, and no interest will accrue with respect to the payment due on
such Interest Payment Date for the period from and after that
Interest Payment Date to such next succeeding Business Day. Unless
otherwise specified on the face hereof, payment of the principal of
(and premium, if any) and interest 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. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day
months.
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.
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IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.