Exhibit 4.9(g)
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 Floating Rate
Note)
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ORIGINAL
ISSUE DATE:
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MATURITY
DATE:
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INITIAL
INTEREST RATE:
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SPREAD:
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BASE RATE
(and, if
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SPREAD
MULTIPLIER:
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applicable,
related Interest Periods):
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[ ] Commercial
Paper Rate
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REDEMPTION
TERMS:
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[ ] Federal
Funds Rate
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[ ] Federal
Funds (Effective) Rate
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[ ] Federal
Funds Open Rate
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[ ] Federal
Funds Target Rate
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[ ] LIBOR
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[ ] EURIBOR
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[ ] Prime
Rate
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[ ] CD
Rate
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[ ] Treasury
Rate
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[ ] CMT
Rate
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[ ] Reuters
Page FRBCMT
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[ ] Reuters
Page FEDCMT
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[ ] One-Week
[ ] One-Month
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[ ] Other
(see “Other Terms”)
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OTHER
TERMS:
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INDEX
MATURITY:
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MAXIMUM
INTEREST RATE:
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MINIMUM
INTEREST RATE:
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INTEREST
RESET DATES:
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INTEREST
PAYMENT DATES:
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INTEREST
RESET PERIOD:
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SPECIFIED
CURRENCY:
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DAY COUNT
CONVENTION:
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[ ] 30/360
for the period
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From
To
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[ ] Actual/360
for the period
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From
To
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[ ] Actual/Actual
for the period
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From
To
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1
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, and to pay interest
thereon from the Original Issue Date or such other date shown above
or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid
or duly provided for, on each Interest Payment Date shown above,
commencing with the Interest Payment Date immediately following the
Original Issue Date or such other date shown above, at the rate per
annum determined in accordance with the provisions set forth on the
reverse side hereof relating to the applicable Base Rate specified
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, provided that, for LIBOR Notes and EURIBOR Notes, if
such Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding 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 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. If possible Redemption Dates or periods within which
Redemption Dates may occur and the related Redemption Prices
(expressed as percentages of the principal amount of this Note) are
set forth above under “Redemption Terms”, unless
otherwise specified on the face hereof, this Note is subject to
redemption, in whole or in part, at the option of the Company prior
to the Maturity Date upon not less than 30 nor more than 60
days’ notice mailed to the registered holder of the
Note.
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
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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.
3
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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4
[Reverse Side of
Note]
BB&T
CORPORATION
Medium-Term Note, Series B
(Subordinated)
(Global Floating Rate
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 May 24, 1996, as amended by the First Supplemental
Indenture dated as of December 23, 2003, by the Second
Supplemental Indenture dated as of September 24, 2004 and by
the Third Supplemental Indenture dated as of May 4, 2009 (as
so amended, and as may be further amended or supplemented from time
to time, the “Indenture”), between the Company and U.S.
Bank National Association (as successor to the corporate trust
business of State Street Bank and Trust Company), as Trustee
(herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture,
including all indentures supplemental thereto, along with the
Officers’ Certificate and Company Order (the
“Officers’ Certificate”), dated May 4, 2009,
with respect to, among other things, the establishment of the
Notes, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the Holders of Senior Indebtedness and
the holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. In accordance with the
Indenture and Officers’ Certificate, the Notes may mature at
different times, may bear interest, if any, at different rates, may
be subject to different redemption and repayment provisions, if
any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and events of
default, and may otherwise vary as therein provided or permitted.
The Indenture does not limit the aggregate principal amount of
Notes that the Company may issue.
General
The rate of interest for this Note
will be determined by reference to one or more Base Rates specified
on the face hereof, which may be adjusted by a Spread and/or Spread
Multiplier. The “Spread” is the number of basis points,
each one-hundredth of a percentage point, specified on the face
hereof to be added or subtracted from the Base Rate specified on
the face hereof. The “Spread Multiplier” is the
percentage specified on the face hereof to be applied to the Base
Rate specified on the face hereof. This Note may also have either
or both of the following: (i) a Maximum Interest Rate, or
ceiling, on the rate at which interest will accrue during any
Interest Reset Period; and (ii) a Minimum Interest Rate, or
floor, on the rate at which interest will accrue during any
Interest Reset Period. Notwithstanding the foregoing, the interest
rate per annum hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the face hereof. The interest rate on this Note
will in no event exceed the maximum rate permitted by New York law
as the same may be modified by United States law of general
application. Under present New York law, the maximum rate of
interest is (on a simple interest basis) 16% for a loan of less
than $250,000, 25% for a loan of at least $250,000 but less than
$2,500,000, and unlimited for a loan of $2,500,000 or
more.
Commencing with the Interest Reset
Date specified on the face hereof, first following the Original
Issue Date specified on the face hereof, the rate at which this
Note bears interest will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (such specified period, an
“Interest Reset Period,” and the date on which each
such reset occurs, an “Interest Reset Date”). Unless
otherwise specified on the face hereof under “Other
Terms,” the Interest Reset Date will be as follows: in the
case of Notes which are reset daily, each Business Day; in the case
of Notes (other than Treasury Rate Notes) which are reset weekly,
the Wednesday of each week; in the case of Treasury Rate Notes
which are reset weekly, the Tuesday of each week (except if the
auction date falls on a Tuesday, then the next Business Day, as
provided below); in the case of Notes which are reset monthly, the
third Wednesday of each month; in the case of Notes which are reset
quarterly, the third Wednesday of March, June, September and
December of each year; in the case of Notes which are reset
semi-annually, the third Wednesday of the two months of each year
as indicated on the face hereof, by the Interest Reset Dates; and
in the case of Notes which are reset annually, the third Wednesday
of the month of each year as indicated on the face hereof, by the
Interest Reset Dates. Unless otherwise specified on the face
hereof, the interest rate determined with respect to any Interest
Determination Date (as defined below) will become effective on the
next succeeding Interest Reset Date; provided, however ,
that the interest rate in effect from the Original Issue Date to
the first Interest Reset Date with respect to this Note (the
“Initial Interest Rate”) will be as set forth on the
face hereof. If any Interest Reset Date for
5
any Note would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the
next day that is a Business Day, provided that, for LIBOR Notes and
EURIBOR Notes, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. Subject to applicable provisions of law and
except as specified herein, on each Interest Reset Date the rate of
interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
As used herein, “Interest
Determination Date” is the date that the Calculation Agent
will refer to when determining the new interest rate at which the
interest rate on a Floating Rate Note will reset and is the date as
of which the interest rate for this Note is to be calculated, to be
effective as of the following Interest Reset Date and calculated on
the related Calculation Date (as defined below). Unless otherwise
specified on the face hereof under “Other Terms,” the
Interest Determination Date pertaining to an Interest Reset Date:
for a Commercial Paper Rate Note, a CD Rate Note, or a CMT Rate
Note (the “Commercial Paper Rate Interest Determination
Date”, the “CD Rate Interest Determination Date”,
and the “CMT Rate Interest Determination Date”,
respectively) will be the second Business Day before the Interest
Reset Date; for Federal Funds Rate Notes and Prime Rate Notes will
be the Business Day immediately preceding the related Interest
Reset Date (the “Federal Funds Rate Interest Determination
Date” and the “Prime Rate Interest Determination
Date”, respectively); for EURIBOR Notes will be the second
TARGET Business Day before the Interest Reset Date (the
“EURIBOR Interest Determination Date”); for LIBOR Notes
will be the second London Business Day before the Interest Reset
Date (the “LIBOR Interest Determination Date”); and for
a Treasury Rate Note (the “Treasury Rate Interest
Determination Date”) will be the Business Day (other than the
Interest Reset Date) on which Treasury Bills would normally be
auctioned in the week in which such Interest Reset Date falls.
Treasury Bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, although it may be held on
the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, that Friday will be the
Treasury Rate Interest Determination Date pertaining to the
Interest Reset Date occurring in the next week. If an auction falls
on a day that is an Interest Reset Date for a Treasury Rate Note,
the Interest Reset Date will be the following Business Day. The
Interest Determination Date for a Floating Rate Note, which
interest rate is determined by two or more Base Rates, will be the
latest Business Day which is at least two Business Days prior to
the Interest Reset Date for such Floating Rate Note on which each
such Base Rate can be determined.
Unless otherwise specified on the
face hereof under “Other Terms,” interest payments on
this Note on an Interest Payment Date will accrue from and
including the most recent Interest Payment Date on which interest
is paid or duly provided for, or if no interest is paid or duly
provided for, the date will be from and including the Original
Issue Date or any other date specified on the face hereof on which
interest begins to accrue. Interest will accrue to, but excluding,
the next Interest Payment Date, or if earlier, the date on which
the principal is paid or duly made available for payment. Accrued
interest is calculated by multiplying the face amount of this Note
by the applicable accrued interest factor (the “Accrued
Interest Factor”). This Accrued Interest Factor is the sum of
the interest factors calculated for each day from the Original
Issue Date or any other date specified on the face hereof from
which interest begins to accrue, or from the last date on which
interest has been paid or duly provided for, to, but excluding the
date for which accrued interest is being calculated. Unless
otherwise specified on the face hereof, the interest factor for
each such day is computed by dividing the annual interest rate,
expressed as a decimal, applicable to that day by 360 in the case
of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR
Notes, EURIBOR Notes, Prime Rate Notes, and CD Rate Notes, or by
the actual number of days in the year in the case of Treasury Rate
Notes and CMT Rate Notes. The interest rate in effect on each day
will be (i) if the day is an Interest Reset Date, the interest
rate for the Interest Determination Date related to the Interest
Reset Date or (ii) if the day is not an Interest Reset Date,
the interest rate for the Interest Determination Date related to
the next preceding Interest Reset Date, subject in either case to
the Maximum Interest Rate or Minimum Interest Rate referred to on
the face hereof.
On or before each Calculation Date
(as defined below), U.S. Bank National Association, as Calculation
Agent (the “Calculation Agent”), will determine the
interest rate in accordance with the foregoing with respect to the
applicable Base Rate and will notify the Company and the Paying
Agent. The Paying Agent will determine the Accrued Interest Factor
applicable to this Note. The Paying Agent will, upon the request of
the holder of this Note, provide the interest rate then in effect
and the interest rate which will become effective as a result of a
determination made with respect to the most recent Interest
Determination Date with respect to this Note. The determinations of
interest rates made by the Calculation Agent shall, in the absence
of manifest error, be conclusive and binding, and neither the
Trustee nor the Paying Agent shall have the duty to verify
determinations of interest rates made by the
6
Calculation Agent. The determinations of Accrued
Interest Factors made by the Paying Agent shall, in the absence of
manifest error, be conclusive and binding. Unless otherwise
specified on the face hereof under “Other Terms,” the
“Calculation Date” means the earlier of (i) the
tenth calendar day after such Interest Determination Date, or, if
that day is not a Business Day, the following Business Day, and
(ii) the Business Day before the applicable Interest Payment
Date, Maturity Date or Redemption Date, as the case may
be.
Unless otherwise specified on the
face hereof under “Other Terms,” all percentages
resulting from any calculation on this Note, will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded
upward. For example, 9.876545% (or .09876545) will be rounded to
9.87655% (or .0987655) and 9.876544% (or .09876544) will be rounded
to 9.87654% (or .0987654). All calculations of the Accrued Interest
Factor for any day on the Notes will be rounded, if necessary, to
the nearest one hundred-millionth, with five one-billionths rounded
upward (e.g., .098765455 will be rounded to .09876546 and
.098765454 will be rounded to .09876545). All dollar amounts used
in or resulting from any calculation on this Note will be rounded
to the nearest cent, with one-half cent being rounded
upward.
Determination of Commercial
Paper Rate
If the Base Rate specified on the
face hereof with respect to any Interest Period is the Commercial
Paper Rate, this Note is a “Commercial Paper Rate Note”
with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such
Interest Period shall be the Commercial Paper Rate as adjusted by
the Spread and/or the Spread Multiplier, if any, as specified on
the face hereof, as determined on the applicable Commercial Paper
Rate Interest Determination Date. Commercial Paper Rate Notes will
be subject to the Minimum Interest Rate and Maximum Interest Rate,
if any.
Unless otherwise specified on the
face hereof under “Other Terms,” “Commercial
Paper Rate” means, with respect to any Commercial Paper Rate
Interest Determination Date, the Money Market Yield (calculated as
described below) of the rate on that date for commercial paper
having the Index Maturity specified on the face hereof as published
in “Statistical Release H.15(519), Selected Interest
Rates” or any successor publication of the Board of Governors
of the Federal Reserve System (“H.15 (519)”) under
the heading “Commercial Paper —
Nonfinancial.”
Unless otherwise specified on the
face hereof, the following procedures will be followed if the
Commercial Paper Rate cannot be determined as described
above:
(1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to
the Commercial Paper Rate Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on
the Commercial Paper Rate Interest Determination Date for
commercial paper having the Index Maturity specified on the face
hereof as set forth in the daily update of H.15(519), available
through the worldwide website of the Board of Governors of the
Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor
site or publication (the “H.15 Daily Update”) under the
heading “Commercial Paper —
Nonfinancial.”
(2) If by 3:00 p.m., New York City
time, on the Calculation Date the rate is not published in either
H.15(519) or the H.15 Daily Update, then the Calculation Agent
shall determine the Commercial Paper Rate to be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,
New York City time, on the Commercial Paper Rate Interest
Determination Date, of three leading dealers of commercial paper in
New York City selected by the Calculation Agent, after consultation
with the Company, for commercial paper having the Index Maturity
specified on the face hereof placed for an industrial issuer whose
bond rating is “AA,” or the equivalent, from a
nationally recognized statistical rating agency; provided,
however , that if the dealers selected by the Calculation Agent
are not quoting as described above in this sentence, the Commercial
Paper Rate in effect immediately before the Commercial Paper Rate
Interest Determination Date will not change and will remain the
Commercial Paper Rate in effect on the Commercial Paper Rate
Interest Determination Date.
7
“Money Market Yield”
shall be a yield calculated in accordance with the following
formula:
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Money Market Yield =
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D x 360
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x
100
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360 - (D
x M)
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where “D” refers to the
applicable per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and “M”
refers to the actual number of days in the Interest Period for
which the interest is being calculated.
D