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BB&T Corporation No. Medium-Term Note, Series A (Senior)

Promissory Note

BB&T Corporation
  
  
No.
  
 Medium-Term Note, Series A (Senior) | Document Parties: BB&T CORPORATION | US BANK NATIONAL ASSOCIATION You are currently viewing:
This Promissory Note involves

BB&T CORPORATION | US BANK NATIONAL ASSOCIATION

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Title: BB&T Corporation No. Medium-Term Note, Series A (Senior)
Governing Law: New York     Date: 5/4/2009
Industry: Regional Banks     Sector: Financial

BB&T Corporation
  
  
No.
  
 Medium-Term Note, Series A (Senior), Parties: bb&t corporation , us bank national association
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Exhibit 4.9(e)

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 .

 

REGISTERED

 

 

REGISTERED

 

BB&T Corporation

 

No.

 

Medium-Term Note, Series A (Senior)

 

 

(Master Global Note)

 

BB&T Corporation (the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), a corporation duly organized and existing under the laws of North Carolina, for value received, hereby promises to pay to Cede & Co. or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date, repayment date, maturity date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by U.S. Bank National Association (unless otherwise specified in an applicable Pricing Supplement, the “Paying Agent”) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of United States dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than United States dollars as provided for in each such obligation, by the Paying Agent without the necessity of presentation and surrender of this Master Global Note.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF.

This Master Global Note is a valid and binding obligation of the Issuer.


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

 

Dated:

 

 

BB&T CORPORATION

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

Attest:

 

 

 

 

Name:

 

 

 

Title:

 

 

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities issued

under the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:                                                                                             

Authorized Signatory

Or by

                                                                                                   ,

as Authenticating Agent

By:                                                                                             

Authorized Officer

 

2


(Reverse Side of Note)

This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of the Issuer’s unsecured, unsubordinated medium-term notes, Series A due nine months or more from the date of issue (such series being referred to as “Series A” and such notes being referred to as the “Series A Notes”), all issued or to be issued under and pursuant to the Indenture Regarding Senior Securities dated as of May 24, 1996, as amended by the First 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”), duly executed and delivered by the Issuer to U.S. Bank National Association (as successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), to which Indenture, including all indentures supplemental thereto, along with the Issuer’s Officers’ Certificate and Company Order (the “Officers’ Certificate”), dated May 4, 2009, with respect to, among other things, the establishment of the Series A Notes, reference is hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. In accordance with the Indenture and Officers’ Certificate, the Debt Obligations and other Series A 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 in the Indenture or Officers’ Certificate provided or permitted. The Indenture does not limit the aggregate principal amount of Series A Notes, including the Debt Obligations as evidenced by this Master Global Note, that the Issuer may issue under this Series A.

Capitalized terms used herein that are not defined herein shall have the meanings assigned to them in the Indenture or the Officers’ Certificate.

No reference herein to the Indenture and no provision of this Master Global Note or of the Indenture shall impair or affect, without the consent of a holder of this Master Global Note, the right of such holder to receive payment of the principal of and any premium and interest on each Debt Obligation on or after the respective Stated Maturities, or to institute suit for the enforcement of any such payment on or after such respective dates against the Issuer.

At the request of the registered owner, the Issuer shall promptly issue and deliver one or more separate note certificates evidencing each Debt Obligation evidenced by this Master Global Note. As of the date any such note certificate or certificates are issued, the Debt Obligations which are evidenced thereby shall no longer be evidenced by this Master Global Note.

Beneficial interests in the Debt Obligations evidenced by this Master Global Note are exchangeable for definitive Series A Notes in registered form, of like tenor and terms and of an equal aggregate principal amount, only if (a) (i) The Depository Trust Company, as depositary (the “Depositary”), notifies the Issuer that it is unwilling or unable to continue as Depositary for this Master Global Note, or (ii) if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving notice or becoming aware the Depositary is unwilling or unable to continue as Depositary or is no longer so registered; (b) the Issuer in its sole discretion elects to issue definitive notes; or (c) after the occurrence of an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial owners representing a majority in principal amount of such Debt Obligation advise the Depositary or other clearing system(s) through its participants to cease acting as depositary for such Debt Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Series A Notes in registered form, of like tenor and terms and of an equal aggregate principal amount, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Such definitive notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the registrar.

Prior to due presentment of this Master Global Note for registration of transfer, the Issuer, the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this Master Global Note is registered as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary except as required by applicable law.

 

3


FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

                                                                                                                                                                                                                                                                       

(Name, Address, and Taxpayer Identification Number of Assignee)

the Master Global Note and all rights thereunder, hereby irrevocably constituting and appointing                      attorney to transfer said Master Global Note on the books of the Issuer with full power of substitution in the premises.

 

 
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