BB&T CORPORATION Summary of Terms of Annual Non-Employee Director Option Grant Program

   Exhibit10.A

BB&TCORPORATION

Summaryof Terms of Annual Non-Employee Director Option Grant Program

          

          EffectiveFebruary 22, 2005, the Board of Directors (the “Board” or the“Board of Directors”) of BB&T Corporation (the“Corporation”) approved a director stock option grant program (the“Director Option Program”), which provides that each member of theBoard of Directors of the Corporation who is not an employee of the Corporationor an affiliate on the date of grant shall be eligible to receive, and shallautomatically receive, an annual grant of a nonqualified stock option (the“annual option”) for such number of whole shares of Common Stock as isdetermined by multiplying the value of the option (based on a Black-Scholescalculation) times the current fair market value (as determined in accordancewith the BB&T Corporation 2004 Stock Incentive Plan (the “2004Plan”)) of the Common Stock on the date of grant and dividing $30,000 bysuch product.

          Thematerial terms and conditions of the Director Option Program are as follows:

·  

Theoptions shall be granted under, and in accordance with the terms of, the 2004 Plan.

·  

Theoption price for each annual option shall be the fair market value of the Common Stock,based on the closing price of the Common Stock as quoted on the New York Stock Exchange,Inc. on the last trading date immediately preceding the date of grant or otherwisedetermined in accordance with the fair market value provisions of the 2004 Plan.

·  

Thedate of grant shall be the date of the February Board meeting held each year inaccordance with the Board’s regular meeting schedule or, if no such February Boardmeeting is held in any given year, the date of grant shall be the date of the firstBoard meeting held thereafter during such year.

·  

Thenumber of shares subject to each director’s annual option shall be thatnumber of whole shares of Common Stock as is determined by multiplying the valueof the option (based on a Black-Scholes calculation) times the current fairmarket value of the Common Stock (as determined in accordance with the 2004Plan) on the date of grant and dividing $30,000 by such product (with anyfractional shares being eliminated).

·  

Theoption term for each such annual option shall be 10 years.

·  

Theoption shall vest and become exercisable in installments, as follows: (i) the optionshall become vested and exercisable with respect to 20% of the shares subject to theoption on the first anniversary of the date of grant; and (ii) the option shall becomevested and exercisable with respect to an additional 20% of the shares subject to theoption on each of the second, third, fourth and fifth anniversaries of the date ofgrant, so that the option shall become fully vested and exercisable on the fifthanniversary of the date of grant; provided, however, that if the service of the directoras a member of the Board shall terminate, then, except as otherwise provided in the formof director option agreement (the “Director Option Agreement”) adopted by theBoard under the 2004 Plan and in connection with the Director Option Program, the optionshall terminate with respect to any portion of the option which had not vested andbecome exercisable as of such date of termination of service.

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·  

Inthe event that the director terminates service for any reason other than retirement,death or disability, then the option may be exercised, to the extent it was vested andexercisable as of the director’s date of termination of service, for a period of 30days after the date of termination of service, and any unvested portion of the optionshall immediately terminate upon the director’s termination of service.

·  

Inthe event that the director terminates service due to retirement (as determined inaccordance with the retirement policies applicable to members of the Board), then theoption shall become fully vested and fully exercisable as of the date of retirement andthe option may be exercised in whole or in part (without regard to the installmentprovisions described above) for the full option term.

·  

Inthe event that the director terminates service due to disability (as determined inaccordance with the disability policies applicable to members of the Board), then theoption shall become fully vested and fully exercisable as of the date of termination ofservice due to disability and the option may be exercised in whole or in part (withoutregard to the installment provisions described above) for the full option term.

·  

Inthe event that the director terminates service due to death, the option shall becomefully vested and fully exercisable as of the date of termination of service due to deathand the option may be exercised in whole or in part (without regard to the installmentprovisions described above) by the director’s beneficiary for the full option term.

·  

Thevesting and exercisability of a director option shall be accelerated in the event that atransaction deemed to involve a “change of control” (as defined in theDirector Option Agreement) of the Corporation occurs.

·  

Theoption price may be paid by the director by cash or cash equivalent or by such othermeans, including delivery of shares of Common Stock, as are provided in the DirectorOption Agreement.

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·  

Anydirector who becomes a member of the Board during a calendar year but after the annualgrant date for such year shall first be eligible for an option grant under the DirectorOption Program on the grant date for the following year (provided he is still in serviceon such grant date).

·  

Theestablishment of the Director Option Program does not affect any director’s receiptof other compensation or benefits from the Corporation.

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