Establishment of Medium-Term Note Program

On May 4, 2009, BB&T Corporation (the "Company") established a Medium-Term Note Program (the "Medium-Term Note Program"), under which the Company may issue from time to time Medium-Term Notes, Series A (Senior) (the "Series A Notes"), and Medium-Term Notes, Series B (Subordinated) (the "Series B Notes," and together with the Series A Notes, the "Notes"). The Series A Notes will be issued pursuant to the Indenture Regarding Senior Securities dated as of May 24, 1996, as amended by the First Supplemental Indenture dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the "Senior Note Indenture") between the Company and U.S. Bank National Association, as senior note trustee, and pursuant to the Officers' Certificate and Company Order dated May 4, 2009, with respect to, among other things, the establishment of the Series A Notes. The Series B Notes will be issued pursuant to the Indenture Regarding Subordinated Securities dated as of May 24, 1996, as amended by the First Supplemental Indenture dated as of December 23, 2003, by the Second Supplemental Indenture dated as of September 24, 2004 and by the Third Supplemental Indenture dated as of May 4, 2009 (as so amended, and as may be further amended or supplemented from time to time, the "Subordinated Note Indenture") between the Company and U.S. Bank National Association, as subordinated note trustee, and pursuant to the Officers' Certificate and Company Order, dated May 4, 2009, with respect to, among other things, the establishment of the Series B Notes. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-152543, filed July 25, 2008 (the "Registration Statement").

In anticipation of establishing the Medium-Term Note Program, the Company entered into a Distribution Agreement, dated April 27, 2009, with Barclays Capital Inc., J.P. Morgan Securities Inc., and BB&T Capital Markets, a division of Scott & Stringfellow, LLC (the "Distribution Agreement"), which agreement is filed as Exhibit 1.1 hereto and pursuant to which the Notes will be sold. The Senior Note Indenture, Subordinated Note Indenture, Officers' Certificates and Company Orders and forms of Notes are filed as Exhibits 4.1 through 4.9 to this Current Report on Form 8-K.

Issuance and Sale of 5.70% Senior Notes due 2014 and 6.85% Senior Notes due 2019

On May 4, 2009, the Company issued $400,000,000 in aggregate principal amount at maturity of its 5.70% Senior Notes due April 30, 2014 (the "2014 Notes") and $400,000,000 in aggregate principal amount at maturity of its 6.85% Senior Notes due April 30, 2019 (the "2019 Notes") under the Medium-Term Note Program. The 2014 Notes and the 2019 Notes are each Series A Notes that were issued under the Senior Note Indenture. The offerings of the 2014 Notes and the 2019 Notes were made pursuant to the Registration Statement, and the terms of the 2014 Notes and the 2019 Notes are described in the Company's Prospectus dated July 25, 2008, as supplemented by the Prospectus Supplement dated April 27, 2009, as further supplemented by the Pricing Supplement dated April 27, 2009. The 2014 Notes and the 2019 Notes are not guaranteed by the Federal Deposit Insurance Corporation under its Temporary Liquidity Guarantee Program.

(d) Exhibits

Exhibit No.   Description
    1.1       Distribution Agreement, dated April 27, 2009, between the Company and
              Barclays Capital Inc., J.P. Morgan Securities Inc., and BB&T Capital
              Markets, a division of Scott & Stringfellow, LLC.

    1.2       Syndicated Terms Agreement, dated April 27, 2009, between the Company
              and Barclays Capital Inc., J.P. Morgan Securities Inc., and BB&T Capital
              Markets, a division of Scott & Stringfellow, LLC.

    4.1       Indenture Regarding Senior Securities between the Company and U.S. Bank
              National Association (as successor in interest to State Street Bank and
              Trust Company), as trustee, dated as of May 24, 1996, which is
              incorporated by reference to Exhibit 4(c) of the Company's Registration
              Statement on Form S-3 (File No. 333-02899).

    4.2       First Supplemental Indenture dated May 4, 2009, to the Indenture
              Regarding Senior Securities dated as of May 24, 1996, between the
              Company and U.S. Bank National Association.

    4.3       Indenture Regarding Subordinated Securities between the Company and U.S.
              Bank National Association (as successor in interest to State Street Bank
              and Trust Company), as trustee, dated as of May 24, 1996, which is
              incorporated by reference to Exhibit 4(d) of the Company's Registration
              Statement on Form S-3 (File No. 333-02899).

    4.4       First Supplemental Indenture, dated as of December 23, 2003, to the
              Indenture Regarding Subordinated Securities dated as of May 24, 1996,
              between the Company and U.S. Bank National Association, which is
              incorporated by reference to Exhibit 4 of the Company's Current Report
              on Form 8-K, filed December 23, 2003.

    4.5       Second Supplemental Indenture, dated as of September 24, 2004, to the
              Indenture Regarding Subordinated Securities dated as of May 24, 1996,
              between the Company and U.S. Bank National Association, which is
              incorporated by reference to Exhibit 99.1 of the Company's Current
              Report on Form 8-K, filed September 27, 2004.

    4.6       Third Supplemental Indenture, dated May 4, 2009, to the Indenture
              Regarding Subordinated Securities dated as of May 24, 1996, between the
              Company and U.S. Bank National Association.

4.8 Officers' Certificate and Company Order, dated May 4, 2009, to establish the Series B Notes.

4.9 Forms of Notes:

(a) Series A (Senior) Form of Global Fixed Rate Note;

(b) Series A (Senior) Form of Global Floating Rate Note;

(c) Series A (Senior) Form of Global OID Zero Coupon Note;

(d) Series A (Senior) Form of Global OID Fixed Rate Note;

(e) Series A (Senior) Form of Master Global Note;

(f) Series B (Subordinated) Form of Global Fixed Rate Note;

(g) Series B (Subordinated) Form of Global Floating Rate Note;

(h) Series B (Subordinated) Form of Global OID Zero Coupon Note;

(i) Series B (Subordinated) Form of Global OID Fixed Rate Note; and

(j) Series B (Subordinated) Form of Master Global Note.