BB&T CORPORATION 2004 STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement

Exhibit 10.11

BB&T CORPORATION

2004 STOCK INCENTIVE PLAN

Nonqualified Stock Option Agreement

(Employee)

THIS AGREEMENT (the “ Agreement ”), dated effective as of                           , 20      , between BB&T CORPORATION, a North Carolina corporation (“BB&T”) for itself and its Affiliates, and                                                   , an Employee (the “ Participant ”), is made pursuant to and subject to the provisions of the BB&T Corporation 2004 Stock Incentive Plan, and it may be amended and/or restated (the “ Plan ”).

BB&T desires to carry out the purposes of the Plan by affording the Participant an opportunity to purchase shares of BB&T’s common stock, $5.00 par value per share (the “ Common Stock ”), as hereinafter provided.

In consideration of the foregoing, of the mutual promises set forth below and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Incorporation of Plan . The rights and duties of BB&T and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.

2. Grant of Option . Pursuant to the Plan, effective as of                           , 20      (the “ Grant Date ”), BB&T grants to the Participant, subject to the terms and conditions of the Plan and the terms and conditions herein, the right and option (the “ Option ”) to purchase from BB&T all or any part of an aggregate of                      shares (the “ Shares ”) of Common Stock at a purchase price (the “ Option Price ”) of $              per share, such Option Price being the Fair Market Value per share of Common Stock on the Grant Date. This Option is designated as a Nonqualified Option and, as such, is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). Such Option will be vested and exercisable as hereinafter provided.

3 . Terms and Conditions . The Option is subject to the following terms and conditions:

( a ) Expiration Date . Unless the Option terminates earlier pursuant to the terms of the Plan or this Agreement, the Option shall expire on                           , 20      (the “ Expiration Date ”) (such term commencing with the Grant Date and ending on the Expiration Date being referred to as the “ Option Period ”).

( b ) Exercise of Option . Except as provided in Sections 4, 5, 6, 7,8 and 10 and subject to the authority of the Administrator to accelerate the exercisability of this Option, this Option shall become vested and exercisable with respect to twenty percent (20%) of the Shares subject to the Option on the first year anniversary of the Grant Date and with respect to an additional twenty percent (20%) of the Shares subject to the Option on each annual anniversary of the Grant Date over the following four years, so that the Option shall be fully vested and fully exercisable on the fifth year anniversary of the Grant Date. To the extent the Option has become vested and exercisable in accordance with the preceding sentence, it shall continue to be vested and exercisable until the earlier of the termination of the Participant’s rights hereunder pursuant to Sections 4, 5, 6, 7, 8 and 10, or until the Expiration Date. The Option may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of the Option shall not affect the Participant’s right to exercise the Option with respect to the remaining Shares, subject to the conditions of the Plan and this Agreement. The Option may not be exercised at any time unless the Participant shall have been in the continuous service as an Employee from the date hereof to the Exercise Date of the Option, subject to the provisions of Sections 4, 5, 6, 7,8 and 10.

( c) Method of Exercising and Payment for Shares . The Option shall be exercised by written notice (the “ Notice of Exercise ”) accompanied by payment of the Option Price, delivered to the attention of the Human Systems Division at the office of BB&T Corporation, P.O. Box 1215, 200 West Second Street, Winston-Salem, North Carolina 27102, or at such other location selected by BB&T. The Exercise Date shall be the date on which BB&T has received both the Notice of Exercise and payment of the Option Price (except as may be otherwise permitted for option exercises made pursuant to Section 6.05(c) of the Plan). Payment of the Option Price may be made (i) in cash or by cash equivalent, and, if permitted under applicable law, payment may also be made (ii) by delivery of shares of Common Stock owned by the Participant at the time of exercise for a period of at least six months (or such other time period necessary to avoid variable accounting or other accounting consequences deemed unacceptable to the Administrator); (iii) by delivery of written Notice of Exercise to BB&T and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to BB&T the amount of sale or loan proceeds to pay the Option Price; or (iv) by any combination of the foregoing methods. Shares delivered in payment of the Option Price shall be valued at their Fair Market Value on the Exercise Date, as determined in accordance with the Plan. Upon the exercise of an Option in whole or in part, payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, BB&T shall promptly deliver to the Participant a certificate or certificates for the Shares purchased.

In the event that the Option shall be exercised pursuant to this Section 3 by any person other than the Participant, the Notice of Exercise shall be accompanied by appropriate proof of the right of such person to exercise the Option.

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( d ) Shareholder Rights . The Participant and his legal representative, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Option and shall not have any rights of a shareholder unless and until certificates for such Shares have been issued and delivered to him or them under the Plan. The Option shall not provide dividend or dividend equivalent rights and the Participant shall have no dividend rights unless and until Shares have been issued to him pursuant to the exercise of the Option. A certificate or certificates for Shares of Common Stock acquired upon exercise of the Option shall be issued in the name of the Participant (or if the Participant is deceased, his or her beneficiary or beneficiaries) and distributed to the Participant (or if the Participant is deceased, his or her beneficiary or beneficiaries) as soon as practicable following receipt of Notice of Exercise and payment of the Option Price (except as may otherwise be determined by BB&T in the event of payment of the Option Price pursuant to Section 6.05(c) of the Plan).

( e ) Nontransferability of Option . The Option shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except as may be permitted by the Administrator in its sole discretion (and in a manner consistent with the registration provisions of the Securities Act). Except as may be permitted by the preceding sentence, (i) during the lifetime of the Participant, the Option may be exercised only by the Participant; and (ii) no right or interest of a Participant in the Option shall be liable for, or subject to, any lien, obligation or liability of such Participant. The designation of a beneficiary in accordance with the Plan shall not constitute a transfer.

4. Termination of Employment . Except as provided in Sections 5, 6, 7 and 8 (and unless otherwise determined by the Administrator), in the event that the employment of the Participant with BB&T or an Affiliate terminates for any reason, other than the Participant’s termination of employment due to involuntary termination without Just Cause, Retirement, death or Disability, the Participant may exercise the Option only with respect to those Shares of Common Stock as to which the Option has become vested and exercisable pursuant to Section 3(b) as of the date of his termination of employment (the “ Termination Date ”). The Participant may exercise the Option with respect to such Shares no more than thirty (30) days after the date of the Participant’s Termination Date (but in any event prior to the Expiration Date), and the Option shall terminate at the end of such 30-day period.

5. Involuntary Termination Without Just Cause . In the event that the Participant’s employment with BB&T or its Affiliates is involuntarily terminated by BB&T without Just Cause, the Option shall become fully vested and fully exercisable as of his Termination Date without regard to the installment exercise limitations set forth in Section 3(b). For purposes of this Agreement, the involuntary termination of the Participant by BB&T shall be without Just Cause unless the termination is on account of the Participant’s (a) dishonesty, theft or embezzlement; (b) refusal or failure to perform his assigned duties for BB&T or its Affiliates in a satisfactory manner; or (c) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of Just Cause shall be made by the Administrator or its designee and its determination shall be final and conclusive. The Participant may exercise the Option following an involuntary termination without Just Cause until the Expiration Date.

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6. Exercise After Termination of Employment Due to Retirement . In the event that the Participant remains in the continuous employ of BB&T or its Affiliates from the Grant Date until the Participant’s termination of employment due to Retirement, the Option shall become fully vested and fully exercisable as of the date of his Retirement without regard to the installment exercise limitations set forth in Sec