Exhibit 4.10












Exhibit 4.10


BB&T Stock Certificate


Front of Certificate

(Please see graphic images of both the front and back of a sample BB&T Stock Certificate below.)

[Actual text appearing on the certificate is enclosed within quotes.]




The BB&T stock
certificate has a maroon colored border along the left and right sides.



Along the left
side the certificate number appears in the upper section and the BB&T’s Corporate seal appears
near the bottom and a blank box appears at the bottom.



Along the upper
right side the number of shares appears.



Along the lower
right side appears:

 “BANKNOTE CORPORATION OF AMERICA”



On the front of
the document is a graphic (see graphic image included below) in the top center.



Between the
Borders appears the remainder of the front side of the certificate:




			
	"COMMON STOCK


PAR VALUE $5.00"	 	"COMMON STOCK


PAR VALUE $5.00"
	 		"CUSIP 054937 10 7

 SEE REVERSE FOR CERTAIN DEFINITIONS”
	"THIS CERTIFICATE IS TRANSFERABLE

IN NEW YORK, N.Y.

OR IN WILSON, N.C."	 	"INCORPORATED UNDER THE LAWS OF

THE STATE OF NORTH CAROLINA"




"BB&T CORPORATION"



Located in the
center is a maroon colored area that is used to indicater the stock owner and contains:

"THIS CERTIFIES THAT



IS THE OWNER OF"


"FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, OF"



"BB&T
Corporation, transferable on the books of the Corporation by the holder hereof or by duly
authorized attorney upon surrender of this certificate properly endorsed.  This
certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar." 



          "Witness
the facsimile seal and facsimile signatures of the duly authorized officers of the
Corporation."



"CERTIFICATE OF STOCK" appears as background, in maroon color, behind the above text.




"Dated:"


		
	"Countersigned and Registered:"	 
	"BRANCH BANKING AND TRUST COMPANY"	 
	"(Wilson, N.C.)"	 




				
	 	"Transfer Agent	"SECRETARY"	"CHAIRMAN AND CHIEF EXECUTIVE OFFICER"
	"By"	and Registrar"	 	 
	 	 	 	 
	 	"Authorized Signature"	 	 









Back of Certificate


"BB&T CORPORATION"



          "BB&T
Corporation is authorized to issue Preferred stock in one or more series which, when
issued,  may have certain preferences or special rights in the payment of dividends, in
voting, upon liquidation, or otherwise.  The Corporation will upon request furnish any
shareholder, without charge, information as to the number of such shares authorized  and
outstanding and a copy of the portions of the charter or resolutions containing the
designations, preferences, limitations  and relative rights of all shares and any series
thereof.  Any such request is to be addressed to the Transfer Agent  named on the face of
this certificate."


A blackened box appears after this text.



          "The
following abbreviations, when used in the inscription on the face of this certificate,
shall be  construed as though they were written out in full according to applicable laws
or regulations:"



						
	"TEN COM	—as tenants in common"	"UGMA/UTMA—	________	as Custodian for	___________
	 	 	 	(Cust)	 	       (Minor)





						
	"JT TEN	—as joint tenants with right of	 	under the	______________	Uniform Gifts/Tranfers
	 	survivorship and not as tenants	 	 	          (State)	 




				
	 	in common"	 	to Minors Act"




"Additional abbreviations may also be used though not in the above list."



"For value received _____________ hereby sell, assign and transfer unto"


		
	"PLEASE INSERT SOCIAL SECURITY OR OTHER	 
	IDENTIFYING NUMBER OF ASSIGNEE"	 



Following this text appear a blank box outlined with a black line


		
	"_____________________________________________________________________________________________	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)	 
	______________________________________________________________________________________________	 
	 	 
	______________________________________________________________________________________________	 
	 	 
	________________________________________________________________________________________shares	 



of the capital stock represented by the within Certificate, and do hereby

 irrevocably constitute and appoint


	______________________________________________________________________________________Attorney	 



to transfer the said stock on the books of the within named Corporation

 with full power of substitution in the premises.


Dated ____________________________"


			
	 	 	 
	 	"NOTICE:"	"THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER." 




"Signature Guaranteed"







Graphic image of front page of sample BB&T Stock Certificate:









Graphic image of back page of sample BB&T Stock Certificate: