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 .
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REGISTERED
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REGISTERED
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BB&T
Corporation
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No.
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Medium-Term Note, Series A
(Senior)
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(Master Global
Note)
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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.
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Dated:
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BB&T
CORPORATION
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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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as
Authenticating Agent
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By:
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Authorized
Officer
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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.