0001193125-09-179638 Sample Contracts

33,450,000 Shares BB&T Corporation Common Stock ($5.00 par value) Underwriting Agreement
Underwriting Agreement • August 21st, 2009 • Bb&t Corp • National commercial banks • New York

BB&T Corporation, a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 33,450,000 shares (the “Firm Shares”) and, at the election of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (together, the “Representatives”), up to 5,011,538 additional shares (the “Optional Shares”) of the Company’s common stock, $5.00 par value (the “Common Stock”). The Firm Shares and the Optional Shares may be collectively referred to herein as the “Shares.”

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