Exhibit 10D




Exhibit 10.D




BB&T CORPORATION

2004 STOCK INCENTIVE PLAN





Restricted
Stock Unit Agreement


Name of Participant:____________________________________

Grant Date :__________________________________________

Number of Shares Subject to Award:_______________________

Date Vesting Begins:____________________________________




          THIS
AGREEMENT (the “Agreement”), made effective as of the ___ day of
________, 20__ (the “Grant Date”), between BB&T CORPORATION, a
North Carolina corporation (“BB&T”), and
«First_Name» «Middle» «Last_Name»
«Name_Suffix», an Employee of BB&T or an Affiliate (the
“Participant”); 




R
E C I T A L S :



          BB&T
desires to carry out the purposes of the BB&T Corporation 2004 Stock
Incentive Plan, as it may be amended and/or restated (the “Plan”), by
affording the Participant an opportunity to acquire shares of BB&T 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 Restricted Stock Unit. Subject to the terms of this Agreement  and the
Plan, BB&T hereby grants the Participant a Restricted Stock Unit  (the “Award”)
for «Number_of_Shares_» («Number of Shares») whole
shares of Common Stock (the  “Shares”). The “Restriction Period” is
the period beginning  on the Grant Date and ending on such date or dates and satisfaction
of such  conditions as described in Section 3 and Section 4 herein. For the purposes
herein, the Shares subject to the Award are units that will be reflected in a  book
account maintained by BB&T and that will be settled in whole shares of  Common Stock,
if and to the extent permitted pursuant to this Agreement and the  Plan. Prior to
distribution of the Shares upon vesting of the Award, the Award  shall represent an
unsecured obligation of BB&T, payable (if at all) only  from BB&T’s general
assets.



     
     3.     
Vesting of Award. Subject to the terms of the Plan and the Agreement  (including
but not limited to the provisions of Section 4 and Section 5 herein),  the Award shall be
deemed 100% vested and earned on the fifth anniversary of the  Grant Date. The
Administrator has sole authority to determine whether and to  what degree the Award has
vested and is payable and to interpret the terms and  conditions of this Agreement and
the Plan.



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    4.     
Termination  of  Employment;  Forfeiture of Award;  Effect of Change of  Control and
Retirement Eligibility.




		(a)	
Except as may be otherwise provided in the Plan, Section 4(b) or Section 4(c) of
the Agreement, in the event that the employment of the Participant with BB&T
or an Affiliate terminates for any reason and the Award has not vested pursuant
to Section 3, then the Award, to the extent not vested as of the
Participant’s Termination Date, shall be forfeited immediately upon such
termination, and the Participant shall have no further rights with respect to
the Award or the Shares underlying the Award. The Administrator (or its
designee, to the extent permitted under the Plan) shall have sole discretion to
determine if a Participant’s rights have terminated pursuant to the Plan
and this Agreement, including but not limited to the authority to determine the
basis for the Participant’s termination of employment. The Participant
expressly acknowledges and agrees  that, except as otherwise provided
herein, the termination of his  or her employment shall result in
forfeiture of the Award and the  underlying Shares to the extent the
Award has not vested as of  his or her Termination Date.







		(b)	
Notwithstanding the provisions of Section 3 and Section 4(a) (and except as may
be otherwise provided in Section 4(c)), the following provisions shall apply:







	(i)		Involuntary
Termination Without Cause. In the event that the Participant’s  employment with BB&T
or an Affiliate is involuntarily terminated for reasons other  than Cause (as defined
herein), the Award shall become fully vested as of the  Participant’s Termination
Date without regard to the vesting schedule set forth in  Section 3 herein. For purposes
of this Agreement, a termination shall be for  “Cause” if 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 an Affiliate 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 whether termination
is for Cause shall be made by the Administrator  (or its designee, to the extent
permitted under the Plan), and its determination shall be  final and conclusive. 






	(ii)		Death.
In the event that the Participant remains in the continuous employ of  BB&T or an
Affiliate from the Grant Date until his or her death, the Award shall  become fully
vested as of the date of death without regard to the vesting schedule set  forth in
Section 3 herein. 






	(iii)		Disability.
In the event that the Participant remains in the continuous employ of  BB&T or an
Affiliate from the Grant Date until the date of his or her Disability (as  determined by
the Administrator or its designee in accordance with the Plan and, if  applicable, Code
Section 409A, related regulations and other guidance), the Award shall  become fully
vested as of his or her Termination Date on account of Disability without  regard to the
vesting schedule set forth in Section 3 herein. 






	(iv)		Change
of Control. 






	(A)	 	
In the event that there is “Change of Control,” as defined in Section
4(b)(v)(B), of BB&T subsequent to the date hereof, the Award shall (subject to Section
4(b)(v)(C) herein) become fully vested as of the effective date of such event without
regard to the vesting schedule set forth in Section 3 herein. 






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	(B)	 	
For purposes of this Section 4(b)(v), a “Change of Control” will be deemed to
have occurred on the earliest of the following dates: (i) the date any person or group of
persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), together with its affiliates, excluding employee
benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the
“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act)
of securities of BB&T representing twenty percent (20%) or more of the combined voting
power of BB&T’s then outstanding securities; or (ii) the date when, as a result
of a tender offer or exchange offer for the purchase of securities of BB&T (other than
such an offer by BB&T for its own securities), or as a result of a proxy contest,
merger, consolidation or sale of assets, or as a result of any combination of the
foregoing, individuals who at the beginning of any consecutive two-year period during the
Restriction Period of the Award constituted BB&T’s Board of Directors, plus new
directors whose election or nomination for election of BB&T’s shareholders is
approved by a vote of at least two-thirds of the directors still in office who were
directors at the beginning of such two-year period (collectively, the “Continuing
Directors”), cease for any reason during such two-year period to constitute at least
two-thirds of the members of such Board of Directors; or (iii) the date the shareholders
of BB&T approve a merger or consolidation of BB&T with any other corporation or
entity regardless of which entity is the survivor other than a merger or consolidation
which would result in the voting securities of BB&T or such surviving entity
outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity) at least
sixty percent (60%) of the combined voting power of the voting securities of BB&T or
such surviving entity outstanding immediately after such merger, consolidation or
reorganization (provided, however, that if consummation of such merger, consolidation or
reorganization is subject to the approval of federal, state or other regulatory
authorities, then, unless the Administrator determines otherwise, a “Change of
Control” shall not be deemed to occur until the later of the date of shareholder
approval of such merger or other event or the date of final regulatory approval of such
merger or other event); or (iv) the date the shareholders of BB&T approve a plan of
complete liquidation or winding-up of BB&T or an agreement for the sale or disposition
by BB&T of all or substantially all of BB&T’s assets; or (v) any event occurs
that the Board of Directors determines should constitute a change of control. 






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	(C)	 	
Notwithstanding Section 4(b)(v)(A) and Section 4(b)(v)(B) herein, the term “Change of
Control” shall not include any event which the Board of Directors of BB&T (or, if
the event described in Section 4(b)(v)(B)(ii) above has occurred, a majority of the
Continuing Directors), prior to the occurrence of such event, specifically determines, for
the purpose of the Plan and/or this Agreement, is a “merger of equals”
(regardless of the form of the transaction), unless such determination is revoked within
one year after the occurrence of the event that otherwise would constitute a Change of
Control by a majority of the directors of BB&T if BB&T is a surviving
corporation, or by a majority of the directors of the surviving corporation if BB&T is
not the surviving corporation, who in either case were Continuing Directors immediately
prior to the effective time of such event or were elected or nominated for election as
directors of the surviving corporation by a vote of at least two-thirds of the directors
who were Continuing Directors immediately prior to such effective time. Any determination
concerning whether a transaction is a “merger of equals” shall be solely within
the discretion of the Board of Directors of BB&T or a majority of the Continuing
Directors, as the case may be. In the event that the Board of Directors or the Continuing
Directors, as the case may be, determine that a transaction does constitute a merger of
equals, then, notwithstanding the provisions of Section 4(b)(v)(A) and Section 4(b)(v)(B)
herein, the vesting of the Award will not be accelerated due to the merger of equals, but
the Award shall instead continue to vest, if at all, in accordance with the provisions of
Section 3 and Section 4 herein. 







		(c)	
Exception for Retirement-Eligible Participants. Notwithstanding the
provisions of Section 3, Section 4(a) and Section 4(b) herein, in the event that
the Participant is or becomes eligible for Retirement (as defined in accordance
with the Plan and determined by the Administrator or its designee), then his
Award shall become vested as of the date the Participant becomes eligible for
Retirement. However, notwithstanding the foregoing, the Participant shall not be
entitled to distribution of the Shares subject to the Award (in whole or in
part) until the earlier of (i) the fifth anniversary of the Grant Date; (ii) the
disability (as defined under Code Section 409A, related regulations and other
guidance) of the Participant; (iii) a change in the ownership or effective
control of BB&T, or in the ownership of a substantial portion of the assets
of BB&T (as defined under Code Section 409A, related regulations or other
guidance); (iv) the death of the Participant; or (v) the Participant’s
separation from service for any reason other than Cause. Further,
notwithstanding the foregoing, if the Participant is or becomes eligible for
Retirement and he is terminated for Cause prior to distribution of the Shares
subject to the Award, then (notwithstanding the vesting of the Award), his Award
shall be forfeited in its entirety as of his Termination Date and the
Participant shall have no further rights with respect to the Award or Shares
subject to the Award.







      
    5.     
Settlement of Award and Distribution of Shares.



		(a)	
The Award shall be payable in whole shares of Common Stock. Fractional shares
shall not be issuable hereunder, and unless the Administrator determines
otherwise, any such fractional Share shall be disregarded.






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		(b)	
Shares of Common Stock (other than distributions pursuant to Section 4(c)
herein) subject to the Award shall, upon vesting of the Award, be issued and
distributed to the Participant (or his beneficiary) no later than the later of
(a) the 15th day of the third month following the Participant’s
first taxable year in which the amount is no longer subject to a substantial
risk of forfeiture, or (b) the 15th day of the third month following
the end of BB&T’s first taxable year in which the amount is no longer
subject to a substantial risk of forfeiture, or otherwise in accordance with
Code Section 409A, related regulations and other guidance. Shares distributable
pursuant to Section 4(c) herein shall be distributable on the earliest to occur
of the dates or events specified in Section 4(c)(i)-(v) and otherwise in
accordance with Code Section 409A, related regulations and other guidance.
Notwithstanding the foregoing, if distribution of the Shares is made pursuant to
Section 4(c), and the Participant is or may be a “specified employee”
(as defined in Code Section 409A, related regulations or other guidance), a
distribution due to separation from service may not be made before the date that
is six months after the date of separation from service, or, if earlier, the
date of death of the Participant (with all such payments that otherwise would
have been made during such six-month period to be made during the seventh month
following separation from service), in each case except as may be otherwise
permitted under Code Section 409A, related regulations or other guidance.







      
    6.     
No  Right to Continued Employment or Service. Neither the Plan, the grant of the
Award, nor any other action related to the Plan shall confer upon the  Participant any
right to continue in the employment or service of BB&T or an  Affiliate or affect in
any way with the right of BB&T or an Affiliate to  terminate the Participant’s
employment or service at any time. Except as  otherwise expressly provided in the Plan or
this Agreement or as determined by  the Administrator, all rights of the Participant with
respect to the Award shall  terminate upon termination of the employment or service of
the Participant with  BB&T or an Affiliate. The grant of the Award does not create
any obligation  on the part of BB&T or an Affiliate to grant any further awards. So
long as  the Participant shall continue to be an Employee of BB&T or an Affiliate,
the Award shall not be affected by any change in the duties or position of the
Participant.



     
     7.     
Nontransferability of Award and Shares. The Award shall not be  transferable
(including by sale, assignment, pledge or hypothecation) other than  by will or the laws
of intestate succession. The designation of a beneficiary in  accordance with Plan
procedures does not constitute a transfer. The Participant  shall not sell, transfer,
assign, pledge or otherwise encumber the Shares  subject to the Award until the
Restriction Period has expired and all conditions  to vesting and distribution have been
met.



      
    8.     
Superseding Agreement; Binding Effect. This Agreement supersedes any  statements,
representations or agreements of BB&T with respect to the grant  of the Award or any
related rights, and the Participant hereby waives any rights  or claims related to any
such statements, representations or agreements. This  Agreement does not supersede or
amend any existing confidentiality agreement,  nonsolicitation agreement, noncompetition
agreement, employment agreement or any  other similar agreement between the Participant
and BB&T, including, but not  limited to, any restrictive covenants contained in such
agreements.



      
    9.     
Governing Law. This Agreement shall be governed by and construed in  accordance
with the laws of the State of North Carolina, without regard to the  principles of
conflicts of law, and in accordance with applicable United States  federal laws.



       
   10.     
Amendment and Termination; Waiver. Subject to the terms of the Plan, this
Agreement may be amended or terminated only by the written agreement of the  parties
hereto. The waiver by BB&T of a breach of any provision of the  Agreement by the
Participant shall not operate or be construed as a waiver of  any subsequent breach by
the Participant. Notwithstanding the foregoing, the  Administrator shall have unilateral
authority to amend the Plan and this  Agreement (without Participant consent) to the
extent necessary to comply with  applicable law or changes to applicable law (including
but in no way limited to  Code Section 409A and related regulations or other guidance and
federal  securities laws), and the Participant hereby consents to any such amendments to
the Plan and this Agreement.


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     11.     
Certificates for Shares; Rights as Shareholder. The Participant and his  or her
legal representatives, legatees or distributees shall not be deemed to be  the holder of
any Shares subject to the Award and shall not have any voting  rights, dividend rights or
other rights of a shareholder unless and until  certificates for such Shares have been
issued to him or her or them. No  certificate or certificates for Shares subject to the
Award shall be issued at  the time of grant of the Award. A certificate or certificates
for Shares subject  to the Award shall be issued in the name of the Participant (or his
or her  beneficiary) as soon as practicable after, and only to the extent that, the
Award has vested and if such distribution is otherwise permitted under the terms  of
Section 5 herein. Neither dividends nor dividend equivalent rights shall  be granted
in connection with the Award, and the Award shall not be adjusted to  reflect the
distribution of any dividends on the Common Stock (except as may be  otherwise provided
under the Plan). No dividends on the Shares shall be payable  prior to both (i) the
vesting of the Award and (ii) the issuance and  distribution of Shares to the Participant.



      
    12.     
Withholding; Tax Matters.



		(a)	
BB&T shall withhold all required local, state, federal, foreign and other
taxes and any other amount required to be withheld by any governmental authority
or law from any amount payable in cash with respect to the Award. Prior to the
delivery or transfer of any certificate for Shares or any other benefit
conferred under the Plan, BB&T shall require the Participant to pay to
BB&T in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by BB&T to such
authority for the account of such recipient. Notwithstanding the foregoing, the
Administrator may establish procedures to permit a recipient to satisfy such
obligation in whole or in part, and any local, state, federal, foreign or other
income tax obligations relating to the Award, by electing (the
“election”) to have BB&T withhold shares of Common Stock from the
Shares to which the recipient is entitled. The number of shares to be withheld
shall have a Fair Market Value as of the date that the amount of tax to be
withheld is determined as nearly equal as possible to (but not exceeding) the
amount of such obligations being satisfied. Each election must be made in
writing to the Administrator in accordance with election procedures established
by the Administrator.







		(b)	
BB&T has made no warranties or representations to the Participant with
respect to the tax consequences (including but not limited to income tax
consequences) related to the Award or issuance, transfer or disposition of
Shares (or any other benefit) pursuant to the Award, and the Participant is in
no manner relying on BB&T or its representatives for an assessment of such
tax consequences. The Participant acknowledges that there may be adverse tax
consequences with respect to the Award (including but not limited to the
acquisition or disposition of the Shares subject to the Award) and that the
Participant should consult a tax advisor prior to such acquisition or
disposition. The Participant acknowledges that he has been advised that he
should consult with his own attorney, accountant, and/or tax advisor regarding
the decision to enter into this Agreement and the consequences thereof. The
Participant also acknowledges that BB&T has no responsibility to take or
refrain from taking any actions in order to achieve a certain tax result for the
Participant.







      
    13.     
Administration. The authority to construe and interpret this Agreement  and the
Plan, and to administer all aspects of the Plan, shall be vested in the  Administrator,
and the Administrator shall have all powers with respect to this  Agreement as are
provided in the Plan. Any interpretation of the Agreement by  the Administrator and any
decision made by it with respect to the Agreement is  final and binding on the parties
hereto.



     
     14.     
Notices. Any and all notices under this Agreement shall be in writing and  sent by
hand delivery or by certified or registered mail (return receipt  requested and
first-class postage prepaid), in the case of BB&T, to its  Human Systems Division, to
the attention of the Human Systems Division Manager,  and in the case of the Participant,
to the last known address of the Participant  as reflected in BB&T’s records.


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   15.     
Severability. The provisions of this Agreement are severable and if any  one or
more provisions may be determined to be illegal or otherwise  unenforceable, in whole or
in part, the remaining provisions shall nevertheless  be binding and enforceable.



     
     16.     
Compliance with Laws; Restrictions on Award and Shares. BB&T may  impose such
restrictions on the Award and the Shares or other benefits  underlying the Award as it
may deem advisable, including without limitation  restrictions under the federal
securities laws, federal tax laws, the  requirements of any stock exchange or similar
organization and any blue sky,  state or foreign securities laws applicable to such Award
or Shares.  Notwithstanding any other provision in the Plan or the Agreement to the
contrary, BB&T shall not be obligated to issue, deliver or transfer any  Shares of
Common Stock, make any other distribution of benefits under the Plan,  or take any other
action, unless such delivery, distribution or action is in  compliance with all
applicable laws, rules and regulations (including but not  limited to the requirements of
the Securities Act). BB&T may cause a  restrictive legend or legends to be placed on
any certificate for Shares issued  pursuant to the Award in such form as may be
prescribed from time to time by  applicable laws and regulations or as may be advised by
legal counsel.



     
     17.     
Successors and Assigns. Subject to the limitations stated herein and in  the Plan,
this Agreement shall be binding upon and inure to the benefit of the  Participant and his
executors, administrators and permitted transferees and  beneficiaries and BB&T and
its successors and assigns.



      
    18.     
Counterparts; Further Instruments. This Agreement may be executed in two  or more
counterparts, each of which shall be deemed an original, but all of  which together shall
constitute one and the same instrument. The parties hereto  agree to execute such further
instruments and to take such further action as may  be reasonably necessary to carry out
the purposes and intent of this Agreement.



     
     19.     
Right of Offset. Notwithstanding any other provision of the Plan or the
Agreement, BB&T may reduce the amount of any benefit or payment otherwise  payable to
or on behalf of the Participant by the amount of any obligation of  the Participant to BB&T
or an Affiliate that is or becomes due and payable,  and the Participant shall be deemed
to have consented to such reduction.



      
    20.     
Adjustment of Awards upon Occurrence of Certain Unusual or Nonrecurring  Events.
The Administrator shall have authority to make adjustments to the  terms and conditions
of the Award in recognition of unusual or nonrecurring  events affecting BB&T or any
Affiliate, or the financial statements of  BB&T or any Affiliate, or of changes in
applicable laws, regulations or  accounting principles, if the Administrator determines
that such adjustments are  appropriate in order to prevent dilution or enlargement of the
benefits or  potential benefits intended to be made available under the Plan or necessary
or  appropriate to comply with applicable laws, rules or regulations.




[Signature
Page to Follow]







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          IN
WITNESS WHEREOF, this Agreement has been executed in behalf of BB&T and
by the Participant effective as of the day and year first above written. 








		
	 	 	          BB&T CORPORATION	 
	 	 	 	 
	 	 	By:     /S/ John A. Allison       	 
	 	 	          John A. Allison	 
	 	 	          Chairman and CEO	 
	 	 	 	 
	 	 	 	 
	 	 	          PARTICIPANT	 
	 	 	 	 
	 	 	          ________________________(SEAL)	 
	 	 	          Printed Name:___________________	 
	 			












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