Exhibit 10B




Exhibit 10.B




BB&T
CORPORATION




2004
STOCK INCENTIVE PLAN




Nonqualified
Stock Option Agreement

 (Non-Employee Directors)


		
	Name of Participant:	 	       	 
	Grant Date:	 	       	 
	Number of Shares Subject to Option:	 	       	 
	Type of Option:	 	Nonqualified Option       	 
	Date Vesting Begins:	 	       	 
	Expiration Date:	 	       	 
	 			




          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
«First_Name» «MI» «Last_Name», a director of
BB&T (the “Participant”), is made pursuant and subject to the
provisions of the BB&T Corporation 2004 Stock Incentive Plan, as 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 related resolutions of the Board of  Directors, and subject further to the
terms and conditions herein, the right and  option (the “Option”) to purchase
from BB&T all or any part of an  aggregate of «Options_» 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 and 9 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
anniversary of the Grant Date and with respect to an additional twenty percent
(20%) of the Shares subject to the Option on each anniversary of the Grant Date
over the following four years, so that the Option shall be fully vested and
fully exercisable on the fifth 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 and 9, 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 a director of BB&T from the date hereof to the
Exercise Date of the Option, subject to the provisions of Sections 4, 5, 6, 7
and 9.







		(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 his beneficiary) and
distributed to the Participant (or his beneficiary) 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 Service. Except as provided in Sections 5, 6 and 7(and unless otherwise determined by
the Administrator), in the event that  the service of the Participant with BB&T
terminates for any reason other  than 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. 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 of
service (but in any event prior to the Expiration Date), and the  Option shall terminate
at the end of such 30-day period.







	5.	 	Exercise
After Retirement. In the event that the Participant remains in  the continuous service of
BB&T from the Grant Date until the  Participant’s Retirement (as determined in
accordance with the retirement  policies of BB&T applicable to the members of the
Board of Directors), 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  Section 3(b). The Participant may exercise the Option following his Retirement
until the Expiration Date.







	6.	 	Exercise
in the Event of Death. In the event that the Participant remains  in the continuous
service of BB&T from the Grant Date until his death, the  Option shall become fully
vested and fully exercisable as of the date of death  without regard to the installment
exercise limitations set forth in Section  3(b). The Option shall be exercisable by such
person or persons who are  designated as the Participant’s beneficiary in accordance
with the terms of  the Plan and this Agreement, or, if no such valid beneficiary
designation  exists, then by the Participant’s estate or by such person or persons
as  shall have acquired the right to exercise the Option by will or the laws of  descent
and distribution. The person or persons entitled to exercise the Option  following the
Participant’s death may exercise the Option until the  Expiration Date.






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	7.	 	Exercise
in the Event of Disability. In the event that the Participant  remains in the continuous
service of BB&T from the Grant Date until the date  of his Disability (as determined
in accordance with the disability policies and  procedures of BB&T applicable to
members of the Board of Directors), the  Option shall become fully vested and fully
exercisable as of the date of his  termination of service on account of his Disability
without regard to the  installment exercise limitations set forth in Section 3(b). The
Participant may  exercise the Option following such termination of service until the
Expiration  Date.







	8.	 	Fractional
Share. A fractional share shall not be issuable hereunder, and  when any provision hereof
may entitle the Participant to a fractional share,  such fraction shall (unless the
Administrator determines otherwise) be  disregarded.







	9.	 	Change
of Corporate Control.







		(a)	
Notwithstanding Sections 3, 4, 5, 6 and 7, and in the event that there is
“Change of Control” as defined in this Section 9, of BB&T
subsequent to the date hereof, the Option shall become fully vested and fully
exercisable as of the effective date of such event without regard to the
installment exercise limitations set forth in Section 3(b).







		(b)	
For purposes of this Section 9, 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 two-year period during the term of the Option 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 or consolidation (provided, however,
that if consummation of such merger, consolidation or reorganization is subject
to the approval of 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 approval of such merger or other event by
the shareholders 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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	10.	 	No
Right to Continued Service; Forfeiture of Award. Neither the Plan, the  grant of the
Option nor any other action related to the Plan shall confer upon  the Participant any
right to continue in the service of BB&T or an Affiliate  or affect in any way with
the right of BB&T to terminate an  individual’s service at any time. Except as
otherwise expressly provided in  the Plan or this Agreement, all rights of the
Participant under the Plan with  respect to the Option shall terminate upon termination
of the service of the  Participant to BB&T.







	11.	 	Superseding
Agreement. This Agreement supersedes any statements,  representations or agreements of BB&T
with respect to the grant of the  Option 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.







	12.	 	Amendment
and Termination; Waiver. Subject to the terms of the Plan, this  Agreement may be
modified or amended 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.







	13.	 	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 Option. Prior to the
delivery or transfer of any certificate for Shares or any other benefit
conferred under the Plan, BB&T may 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 any such
obligation in whole or in part, and any local, state, federal, foreign or other
income tax obligations relating to the Option, 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 Option or issuance, transfer or disposition of
Shares following exercise of the Option, 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 related to the grant of the Option or the acquisition or
disposition of the Shares subject to the Option and that the Participant should
consult a tax advisor prior to such grant, 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.






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	14.	 	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.







	15.	 	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.







	16.	 	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.







	17.	 	Notices.
Any and all notices under the Option 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.







	18.	 	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.







	19.	 	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.







	20.	 	Compliance
with Laws; Restrictions on Option and Shares. BB&T may  impose such restrictions on
the Option and Shares or any other benefits  underlying the Option 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 securities.
Notwithstanding  any other provision in the Plan or this Agreement to the contrary, BB&T
shall not be obligated to issue, deliver or transfer Shares of Common Stock  under the
Plan, 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  to be placed on any certificate for Shares
issued pursuant to the Option in such  form as may be prescribed from time to time by
applicable laws and regulations  or as may be advised by legal counsel.






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	21.	 	Adjustment
of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events. The
Administrator shall have authority to make  adjustments to the terms and conditions of
the Option 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.







	22.	 	Cash
Settlement. Notwithstanding any provision of the Plan or the  Agreement to the contrary,
the Administrator may cause the Option or portion  thereof to be canceled in
consideration of an alternative award or cash payment  of an equivalent cash value, as
determined by the Administrator, made to the  holder of such canceled Award.







          IN
WITNESS WHEREOF, BB&T has caused this Agreement to be signed by a duly
authorized officer, and the Participant has affixed his signature hereto. 


		
	 	 	          BB&T CORPORATION	 
	 	 	By:     /S/ John A. Allison	 
	 	 	          Chairman and CEO	 
	 	 	 	 
	 	 	          _____________________	 
	 	 	          Participant	 
	 			












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