NOTE 10. Equity-Based Compensation Plans

BB&T has options, restricted shares of common stock and restricted share units outstanding from the following equity-based compensation plans: the 2004 Stock Incentive Plan (“2004 Plan”), the 1995 Omnibus Stock Incentive Plan, the Non-Employee Directors’ Stock Option Plan, and plans assumed from acquired entities. All plans generally allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements and in connection with certain other events. BB&T’s shareholders have approved all equity-based compensation plans with the exception of plans assumed from acquired companies. As of June 30, 2009, the 2004 Plan is the only plan that has awards available for future grants. Please refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2008 for further disclosures related to equity-based awards issued by BB&T.

BB&T measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants awarded during the first six months of 2009 and 2008. Substantially all of BB&T’s option awards are granted in February of each year. Therefore, the assumptions noted below are weighted accordingly.


		2009			2008
Assumptions:
Risk-free interest rate		3.1	%		3.7	%
Dividend yield		6.0			4.5
Volatility factor		29.1			15.5
Expected life		7.1	yrs		6.9	yrs
Fair value of options per share	$	2.59		$	3.43

BB&T measures the fair value of restricted shares based on the price of BB&T’s common stock on the grant date and the fair value of restricted share units based on the price of BB&T’s common stock on the grant date less the present value of expected dividends that are foregone during the vesting period.

The following table details the activity during the first six months of 2009 related to stock options awarded by BB&T:


	For the Six Months Ended
	June 30, 2009
			Wtd. Avg.
			Exercise
	Options		Price

Outstanding at beginning of period	41,837,504		$	36.55
Granted	2,832,038			16.89
Exercised	(19,379	)		18.86
Forfeited or expired	(1,469,597	)		35.70
Outstanding at end of period	43,180,566		$	35.30

Exercisable at end of period	30,269,932		$	36.14

The following table details the activity during the first six months of 2009 related to restricted shares and restricted share units awarded by BB&T:


	For the Six Months Ended
	June 30, 2009
			Wtd. Avg.
			Grant Date
	Shares/Units		Fair Value
Nonvested at beginning of period	6,259,349		$	29.15
Granted	5,001,771			7.46
Vested	(117,811	)		26.38
Forfeited	(97,351	)		22.08
Nonvested at end of period	11,045,958		$	19.42