Exhibit
10.C




BB&T
CORPORATION




2004
STOCK INCENTIVE PLAN




Nonqualified
Stock Option Agreement
(Employees)



		
	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», an Employee
of BB&T or an Affiliate (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 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, 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 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, 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 of BB&T 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 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 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
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.



      
    6.     
Exercise After 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
Retirement (as determined in accordance with the Plan),  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.


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      7.     
Exercise in the Event of Death. In the event that the Participant remains  in the
continuous employ of BB&T or its Affiliates 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.



      
    8.     
Exercise in the Event of Disability. In the event that the Participant  remains in
the continuous employ of BB&T or its Affiliates from the Grant  Date until the date
of his Disability (as determined in accordance with the  Plan), the Option shall become
fully vested and fully exercisable as of the date  of his termination of employment 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 employment until the  Expiration Date.



    
      9.     
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.



    
      10.     
Change of Corporate Control.



		(a)	
Notwithstanding Sections 3, 4, 5, 6, 7 and 8, and in the event that there is
“Change of Control” as defined in this Section 10, of BB&T
subsequent to the date hereof, the Option shall (subject to the terms of Section
10(c) herein) 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 10, 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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		(c)	
Notwithstanding Section 10(a) and Section 10(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 10(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 10(a) and Section 10(b) herein, the
vesting and exercisability of the Option will not be accelerated due to the
merger of equals, but the Option shall instead continue to vest and become
exercisable, if at all, in accordance with the provisions of Sections 3, 4, 5,
6, 7, 8 and 10 herein.







      
    11.     
No  Right to Continued Employment; 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 employment or service of BB&T  or an
Affiliate or affect in any way with the right of BB&T to terminate an  individual’s
employment or 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 employment of the Participant to BB&T. The
grant of the Option 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 Option shall not be affected by any change
in the  duties or position of the Participant.



      
    12.     
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.


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    13.     
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.



      
    14.     
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 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 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.







        
  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.     
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.



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    17.     
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.



      
    18.     
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.



      
    19.     
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.



      
    20.     
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.



      
    21.     
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.



      
    22.     
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.



      
    23.     
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.




[Signature
Page to Follow]



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          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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