You are cordially invited to attend the Annual Meeting of Shareholders of BB&T Corporation at 11:00 a.m. (EDT) on Tuesday, April ~~26, 2016,~~25, 2017. This year’s meeting will be held in Harrisburg, Pennsylvania at the ~~Embassy Suites, 460~~Hilton Harrisburg, on One North ~~Cherry Street, Winston-Salem, NC 27101. The matters scheduled for consideration at the meeting are described in detail in the 2016 Proxy Statement.~~Second Street. Shareholders as of the record date of February ~~17, 2016~~15, 2017 are invited to attend.

We are again providing proxy materials to our ~~common stock~~ shareholders primarily through the Internet. We have found this process significantly lowers the cost of our annual proxy campaign. We ~~urge~~hope this continues to offer you a convenient way to access our proxy materials. Please read ~~this year’s~~the 2017 proxy ~~materials, which include~~statement carefully because it contains important information about the matters we will vote on at our ~~2016 Proxy Statement and our Annual Report~~annual meeting.

Separately, on ~~Form 10-K that was filed with the Securities and Exchange Commission on February 25, 2016. Also included is a copy~~behalf of the ~~2015 Annual Report that contains financial highlights,~~Board of Directors, we would like to thank recently retired directors Edward C. Milligan and Edwin H. Welch, Ph.D., and recently retired members of Executive Management, Ricky K. Brown, Steven B. Wiggs and Cynthia A. Williams, for their service and contributions to our ~~letter to shareholders,~~company. All were instrumental in executing our vision and ~~additional information about BB&T.~~mission in the face of meaningful obstacles during the past several years. We benefited from their sound judgement and guidance.

~~We encourage you to vote through the Internet or by telephone as soon as possible. If you received the proxy materials by mail you may complete, sign, and return the enclosed proxy card.~~ Even if you plan to attend the meeting, we ~~strongly recommend that~~encourage you to vote your shares in ~~advance.~~

~~The agenda for this year’s Annual Meeting includes~~advance by following the ~~following items:~~

~~Please refer~~voting instructions provided. Every vote is important and we look forward to the proxy statement for further details on the proposals to be voted on at the Annual Meeting. We trust that this presentation will satisfy your informational needs, and, at the same time, provide you with a better understanding of both the financial performance and strategic direction of BB&T.

This summary highlights information contained elsewhere in this proxy statement for BB&T Corporation, which we sometimes refer to as the “Corporation” or “BB&T.” This summary does not contain all the information that you should consider, and you should read this entire proxy statement carefully before you vote. Additional information regarding our ~~2015~~2016 performance can be found in our Annual Report on Form10-K.

A proxy that is signed and dated, but which does not contain voting instructions, will be voted as recommended by our ~~board~~Board of ~~directors for~~Directors on each proposal.

~~There are four ways~~ In addition to ~~vote:~~voting in person at the annual meeting, shareholders may also vote the following ways:

We’ve been able to grow as a company without sacrificing our vision, mission and values. We remain dedicated to creating superior long-term economic rewards for our shareholders. This can be seen in our peer-leading dividend yields and net interest margins. We remain committed to paying healthy dividends to our shareholders, while net interest income constitutes the primary source of our revenue.

As described under “Corporate Governance Matters—Shareholder Engagement Program,” for the past several years we have conducted a formal shareholder engagement program to discuss issues of importance to our shareholders, with a focus on corporate governance and executive compensation. Historically, shareholders have indicated strong support of our compensation programs through their “say on pay” voting results, but at our last two annual meetings, we received a lower level of shareholder support for that proposal than in prior years. In particular, in 2016, we received 55% of votes in favor of our “say on pay” proposal.

~~Our Board of Directors believes that maintaining a strong corporate governance framework is essential to the continuing growth and success of~~

BB~~&T. Below are several notable features of our corporate governance framework:~~&T Corporation | 2017 Proxy Statement 5

The table below shows for each of our directors, their memberships in standing committees and their independence status.

We are asking you to reelect each of the ~~eighteen~~sixteen director nominees listed below to continue serving on our Board of Directors for aone-year term expiring at the Annual Meeting of Shareholders in ~~2017.~~2018. Each director nominee will require the affirmative vote of the majority of votes cast to be elected.

A properly executed proxy marked “FOR” any one of the eighteen nominees for director will be voted for each nominee indicated. A properly executed proxy marked ‘AGAINST” a nominee will be voted against that nominee for director. Marking the proxy card “ABSTAIN” for any of the nominees will have no effect on the vote.

Although our Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, it is intended that shares of BB&T common stock represented by proxies will be voted for the election of a substitute nominee, designated by the Board, or the Board may reduce the number of persons to be elected by the number of persons unable to serve. ~~Holders of our common stock do not have cumulative voting rights in the election of directors.~~

The membership of our Board of Directors includes all of the board members of Branch Banking and Trust Company ~~(our~~(“Branch Bank,” our banking subsidiary), and vice-versa, resulting in the two boards having identical memberships. Matching the membership of these two boards provides for transparency and information sharing between both boards, which allows for better risk management, provides for administrative efficiencies, and takes advantage of the talent and experience provided by the members of each board. This structure is also in line with that of many of the financial services companies found in our ~~Peer Group.~~peer group.

A candidate for election as a director of BB&T is nominated based on his or her professional experience, recognized achievement in his or her respective field, an ability to contribute to our business, his or her experience in risk management, and the willingness to make the commitment of time and effort required of a BB&T director over an extended period of time. Sound judgment and community leadership are important characteristics that members of our Board of Directors should possess. Each of our nominees has been identified as possessing good business acumen, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Sound judgment and community leadership are also important characteristics that our Board members possess. Each nominee ~~also~~additionally brings to us a strong and unique background and set of skills, ~~to our Board of Directors,~~ providing our Board with competence and experience in a wide variety of areas.

We would like to offer a word of thanks to directors Ronald E. Deal and John P. Howe III, M.D., who retired from our Board of Directors effective December 31, 2015. Mr. Deal has been a BB&T director since 1986, guiding BB&T through its transformation from a local North Carolina bank into one of the largest financial services institutions in the nation. Dr. Howe has been a BB&T director since 2005, and his leadership has been instrumental in executing the company’s vision and mission in the face of meaningful obstacles during one of the most pivotal periods of the company’s history.

~~We thank Mr. Deal and Dr. Howe for their many valuable contributions to BB&T, and we wish them well in their future endeavors.~~

We are proud of our directors’ devotion to BB&T. Our Board invests a substantial amount of time, effort and energy in planning and executing our vision, mission and values. While each Board member has other professional commitments, no Board member is part of more than ~~one~~two other publicly-traded company ~~Board.~~boards. We believe that this commitment to BB&T helps promote our vision to become “the Best of the Best.” The following skills matrix shows the diverse range of expertise our directors provide to BB&T.

The names of the nominees for election to our Board of Directors and their principal occupations, experience, and ~~certain other information with respect to each nominee~~key qualifications and skills is set forth below.

~~OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.~~

The Board of Directors periodically reviews BB&T’s corporate governance policies, practices and procedures to ~~see~~ensure that we follow best practices and meet or exceed the requirements of applicable laws, regulations and rules. Our ultimate purpose is to create a strong, sound, and profitable financial services company with long-term, sustainable growth and value for ~~its~~our shareholders.

A shareholder may also request a copy of any of these documents by contacting the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101.

Our Corporate Governance Guidelines provide the framework for fulfillment of the Board’s corporate governance duties and responsibilities, taking into consideration corporate governance best practices and applicable laws and regulations. The ~~Corporate Governance~~ Guidelines address a number of matters applicable to directors, including director qualification standards and director independence requirements, share ownership guidelines, Board responsibilities, role of the independent Lead Director, retirement, meetings ofnon-management directors, and ~~Board~~director compensation. ~~A link to our Corporate Governance Guidelines can be found in the section below entitled “Corporate Governance Materials.”~~

In determining director independence, our Board considers the New York Stock Exchange’s (“NYSE”) bright-line independence criteria. Consistent with NYSE rules, our Board of Directors also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with BB&T, including the potential for conflicts of interest, when determining director independence. To assist it in making independence determinations, our Board of Directors has adopted categorical standards which are contained in our Corporate Governance Guidelines. These director ~~nomination and qualification~~independence standards reflect, among other items, the NYSE independence requirements and other applicable laws and regulations related to director independence, and address certain relationships that the Board has determined do not affect a director’s independence.

~~To assist our Board in its determination of director independence, the~~The Nominating and Corporate Governance Committee assists the Board by annually ~~evaluates~~evaluating the independence of each prospective and incumbent director using the foregoing standards and such other factors as the Nominating and Corporate Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence ~~or non-independence~~ of each such person. As a part of this evaluation process, the Nominating and Corporate Governance Committee considers each director’s occupation, other publicly held company directorships, personal and affiliate ~~loan and non-loan~~ transactions with BB&T and its subsidiaries, certain charitable contributions, relationships considered ~~by the Nominating and Corporate Governance Committee~~ in accordance with our Related Person Transactions Policy and Procedures, and other relevant direct and indirect relationships that may affect ~~the prospective or incumbent director’s~~ independence. Banking relationships with BB&T or any of

its subsidiaries (including deposit, investment, lending and fiduciary) that are conducted in the ordinary course of business on substantially the same terms and conditions as otherwise available to nonaffiliated customers for comparable transactions are not considered material in determining independence.

After duly considering all such information, our Board of Directors has affirmatively determined that of the ~~eighteen~~sixteen members of the Board, the following ~~sixteen~~fourteen directors have no disqualifying material relationships with BB&T or its subsidiaries and are independent: Messrs. Boyer, Faulkner, Kendrick, Lynn, ~~Milligan,~~ Patton, Reuter, Rich, Skains, Thompson ~~Welch~~ and Williams, and Mmes. Banner, Cablik, Henry and Sears. The following two directors were deemed not independent due to certain disqualifying relationships with BB&T: Messrs. King and ~~Qubein.~~

~~In assessing~~Qubein.Each member of the ~~independence of Thomas Skains,~~Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has been determined by the Board ~~considered his occupation as~~to be “independent” in accordance with the ~~Chairman, President~~requirements of the NYSE and Chief Executive Officer of Piedmont Natural Gas Company, Inc. Branch Bank paid Piedmont Natural Gas approximately $228,000 in 2015, $280,000 in 2014 and $247,000 in 2013 for natural gas. Under Securities and Exchange Commission (“SEC”) rules, these transactions do not constitute Related Person Transactions because they involve the rendering of services by a public utility, at rates or charges fixed in conformity with law or governmental authority.our Corporate Governance Guidelines.

Our Board currently consists of ~~eighteen~~sixteen directors. ~~While that number of Board members is greater than the number we have maintained historically, we~~We believe the Board’s current size provides us with certain advantages. Over the last several years, financial institutions have faced increased regulatory and economic pressure. This has led to additional demands resulting in a greater time commitment on the part of our directors and executive officers. In response, we have expanded the ~~number~~size of our Board committees and increased the responsibilities of each committee. The ~~relatively large~~ size of our Board ~~has proved to be~~is an advantage when assigning an appropriate number of members to each committee in order to properly analyze and respond to increasingly complex developments, whether regulatory, economic, or otherwise. The ~~larger Board and~~diversity of viewpoints on each committee ~~size~~ also allows for more effective challenge to proposals from management and ~~directors and increases the diversity of views available to consider.~~directors. In addition, the number of independent directors aids in maintaining the requisite independence standards of the Audit, Compensation, and Nominating and Corporate Governance committees. The Board believes that its current size and structure ~~enables each director~~is appropriate to effectively represent the interests of ~~BB&T’s~~our shareholders.

Our Board of Directors is led by the Chairman. Under our bylaws, the Chairman is elected by the Board and presides over each Board meeting and performs such other duties as may be incident to the office of Chairman. ~~BB&T’s~~Our bylaws and Corporate Governance Guidelines each provide that the Chairman may also hold the position of Chief Executive Officer. BB&T’s Chairman ~~and/or~~and Chief Executive Officer is not permitted to serve as a member of any standing Board committee, other than the Executive Committee and the Risk Committee. ~~BB&T’s~~Our Corporate Governance Guidelines provide that when the position of Chairman of the Board is not held by an independent director, the Board will appoint an independent Lead Director.

It is the Board’s current belief that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of BB&T and our shareholders. The Board believes that combining the Chairman and Chief Executive Officer roles provides the following advantages to us:

Jennifer S. Banner serves as the Board’s Lead Director. The role of the Lead Director is to assist the Chairman and the remainder of the Board in ~~assuring~~ensuring effective governance in overseeing the direction and management of BB&T. The Lead Director serves atwo-year term ~~subject to election to the Board each year by our shareholders,~~ and may serve for one subsequentone-year term at the discretion ~~of the Board. As enumerated in our Corporate Governance Guidelines, several of the Lead Director’s specific responsibilities are to:~~

In addition, if the Chairman of the Board should be unable to continue his or her responsibilities due to death, disability or other event, then the Lead Director shall call a special Board meeting within one week of the determination that the Chairman of the Board cannot continue his or her responsibilities, to elect a successor Chairman of the Board. Our Board believes that the Lead Director serves an important corporate governance function by providing separate leadership for thenon-management and independent directors. ~~Jennifer S. Banner serves as the Board’s Lead Director.~~

Our Corporate Governance Guidelines require that non-management directors meet in regular executive sessions of the Board at least three times per year and at such other times as it deems necessary or advisable. The Corporate Governance Guidelines also require independent directors to meet in executive session (without non-independent directors present) at least annually. The Lead Director presides over the non-management and independent director executive sessions.

One of the Board’s most important and vital functions is to provide oversight, guidance and direction as to BB&T’s long-term strategy. Accordingly, in the first quarter of each ~~January~~year, management provides to the Board a detailed report on ~~BB&T’s~~our strategic plan, goals and initiatives for the upcoming year and beyond. The process includes an independent risk assessment to ensure all strategic activities are consistent with the ~~board~~Board approved risk appetite parameters. Before it is approved, the Board engages in thorough and detailed discussions and deliberations over the strategic plan. The plan also includes reporting on management’s success in executing on the prior year’s strategic plan to ensure accountability.

Standing Board Committees, Membership and Attendance and Lead Director Responsibilities

Under our Corporate Governance Guidelines, directors are expected to attend all Board meetings, meetings of assigned committees, and annual meetings of shareholders. Each director is required to be sufficiently familiar with the business of BB&T, including our strategy, financial statements, capital structure, business risks and competition, to facilitate active and effective participation in such meetings. During ~~2015,~~2016, the full Board of Directors held ten meetings. Each of the directors attended more than 75% of the aggregate meetings of our Board ~~of Directors’ meetings~~ and ~~assigned committee meetings held~~the committees on which they served in ~~2015 during the period for which he or she has been a director.~~2016. All of our directors ~~serving at that time~~ attended the Annual Meeting of Shareholders in ~~2015, with the exception of one director, who could not attend due to health-related reasons.~~

Each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has been determined by the Board to be “independent” in accordance with the requirements of the NYSE (including the specific SEC and NYSE independence requirements for audit committee members and the specific NYSE independence requirements for compensation committee members) and BB&T’s Corporate Governance Guidelines. See “Director Independence” above.

It is ~~also~~ anticipated that the Board standing committees will perform additional duties that are not specifically set out in their respective charters as may be necessary or advisable in order for us to comply with certain laws, regulations or corporate governance standards, as the same may be adopted, amended or revised from time to time. ~~The~~With respect to each standing committee, the current members, ~~of each committee,~~ the principal functions ~~of each committee~~ and the number of meetings held in ~~2015~~2016 are shown below. ~~Please refer to “Corporate Governance Materials”~~Also shown below ~~for~~are the ~~location~~responsibilities of ~~the committee charters.~~our Lead Director.

Majority Voting and Director Resignation ~~Policy~~Policy; Director Retirement

Our articles of incorporation ~~generally~~ require each director to be elected by the majority of the votes cast at a meeting of shareholders. Under ~~the current~~our Director Resignation Policy, any director nominee who receives a greater number of votes “withhold” than votes “for” such election shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board whether to accept, reject or otherwise act with respect to such resignation. The Board will act on the Committee’s recommendation within 130 days following certification of the shareholder vote and will publicly disclose its decision within this130-day timeframe. A director whose resignation is under consideration will abstain from participating in any recommendation or decision regarding that resignation. If a director’s resignation is not accepted, the director will continue to serve for the remainder of his or her term.

Currently, pursuant to North Carolina law and our bylaws, an incumbent director who is notre-elected remains in office until the director’s successor is elected and qualified or until his or her earlier resignation or removal. ~~Under our~~Our current ~~majority voting standard, the Board retained its~~ Director Resignation Policy ~~to address~~addresses this “holdover” issue ~~so that~~by requiring any director who does not receive the requisite affirmative majority of the votes cast for his or herre-election ~~must~~ to tender his or her resignation to the ~~Board pursuant~~Board.

Our bylaws require directors to ~~this Policy.~~retire at the end of the year in which the director becomes 72 years of age; provided, however, that a director may voluntarily elect to retire earlier.

We are very proud of our culture at BB&T, which has been deliberately developed and consistently articulated ~~over the last 40-plus~~for more than 40 years. In a rapidly changing and unpredictable world, we believe individuals and organizations need a clear set of fundamental principles to guide their actions. At BB&T, we know our business will, and should, experience constant change. Change is necessary for progress. In any context, our vision, mission and values, are unchanging because these principles are based on basic truths.

We are a mission-driven organization with a clearly defined set of values. We encourage our employees, who we commonly refer to as associates, to have a strong sense of purpose, a high level of self-esteem and the capacity to think clearly and logically. We believe a competitive advantage is largely in the minds of our associates and their capacity to turn rational ideas into actions ~~that~~ help us accomplish of our mission to make the world a better place to live by:

Ethics matter at BB&T. We believe that the ultimate success of BB&T is directly related to the extent that each one of our associates lives and works every day by adhering to our BB&T values. ~~Our collective beliefs, behaviors, and results define our BB&T culture—a Culture of Ethics.~~ We are keenly focused on always doing what is right in all interactions with our stakeholders—our clients, associates, senior leaders, directors, communities and shareholders. We also value and respect the opinions and insights of associates at all levels throughout the organization. Accordingly, we encourage associates to raise concerns with their managers, ~~but~~and we also provide other channels such as regional associate relations managers, a BB&T Ethics Hotline and our “Raise a Concern” web reporting form. We appointed a Chief Ethics Officer in 2015 in furtherance of our commitment to ~~and focus on ethics.~~

We maintain three separate Board-approved Codes of Ethics that apply to our associates, senior financial officers and Directors. ~~BB&T’s Code of Ethics for Associates helps each of our associates understand the basic principles that~~These Codes govern our corporate conduct, and ~~the conduct of our associates generally. We similarly maintain a~~each Code of Ethics for Directors, which governs the conduct of our directors generally. The Board also has adopted the Code of Ethics for Senior Financial Officers, which incorporates the Code of Ethics for Associates and also considersis specifically tailored to recognize the importance of each of these ~~individuals~~groups in maintaining a strong culture based on our values and adherence to ~~our financial and regulatory reporting. For a copy of our Codes of Ethics, please refer to “Corporate Governance Materials” below.~~ethical business practices. Any future waivers or substantive amendments of the Codes of Ethics applicable to our Directors and certain of our executive officers will be disclosed on our website.

~~Any shareholder or other interested party desiring to contact the Board of Directors or any individual director serving~~At BB&T, our performance is driven by our culture. Our culture is based on the ~~Board (including any specific non-management director~~central theme of “The Client Comes First.” We believe relationships are built on trust, and over time. We believe in understanding our clients’ needs and then explaining our products and services that may meet those needs. Where there is a need and we have a solution, we believe the client will decide whether to “buy” or ~~non-management directors as~~not. We don’t want to ever incent an associate to try to make a ~~group) may~~sale happen. We do, so by written communication mailed to: Board of Directors, care of the Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Any proper communication so received will be processed by the Secretary as agent for the Board or an individually named director. Unless, in the judgment of the Secretary, the matter is not intended or appropriate for the Board (and subject to any applicable regulatory requirements), the Secretary will prepare a summary of the communication for prompt delivery to each member of the Board or,however, as appropriate, want to reward and recognize our associates for doing the ~~member(s) of the Board named in the communication.~~right thing (i.e., helping our clients).

~~Our~~We have a formal shareholder engagement program designed to build and maintain relationships with our largest shareholders. This engagement consists of a year-round dialogue with our shareholders, and regular reports to our Executive Management and Board of Directors. A summary of our shareholder engagement program is a formal and coherent system for building and maintaining relationships with our shareholders. Since 2009, we’ve engaged in a recurring dialogue with a number of our larger shareholders concerning corporate governance and executive compensation issues. In 2015, we expanded our shareholder engagement program and contacted 37 of our 50 largest shareholders, representing 38% of our outstanding shares. Our Compensation Committee Chair led meetings with four of our largest shareholders. We also reached out to each of the three shareholders that had submitted proposals at our 2013, 2014 and 2015 annual meetings. In addition, we met with certain of the proxy advisory firms followed by some of our largest shareholders.set forth below:

The goals of our shareholder engagement program include, but are not limited to:

We are committed to ongoing shareholder engagement and expect to continue our shareholder engagement program. We believe that our shareholder engagement program allows Executive Management and the Board to gather information about investor concerns and make educated and deliberate decisions that are balanced and appropriate for our diverse shareholder base and that are in the best interests of BB&T. ~~For additional information regarding~~

Our continued engagement has led to several changes to our ~~outreach~~governance practices over the past several years.

Most recently, some of our shareholders have expressed support for proxy access, which allows director nominees of shareholders to be included with our proxy materials under certain circumstances. As a result, in 2016 we amended our bylaws to provide for proxy access.

As another example, last year we began publishing a Corporate Social Responsibility report on our website in response to shareholder requests for insight into our efforts in ~~2015, please see~~this area.

In addition, our engagement efforts have prompted several enhancements to our executive compensation program. Please refer to our discussion of compensation-related changes made in response to discussions with our shareholders on page 39 under “Shareholder ~~Engagement” within~~Engagement and Changes to our Compensation ~~Discussion and Analysis section.~~Program”.

Based on input received during our shareholder engagement process, on December 20, 2016, our Board of Directors amended our bylaws to provide for proxy access. Subject to the proxy access requirements in our amended bylaws:

For further information on proxy access, see “Proposals for 2018 Annual Meeting of Shareholders—Director nominations for inclusion in our proxy statement (Proxy Access).”

~~Environmental,~~Nominating and Corporate Governance Committee Director Nominations

The Nominating and Corporate Governance Committee is responsible for selecting individuals who demonstrate the highest personal and professional integrity, have demonstrated exceptional ability and judgment and who are expected to be the most effective in serving the long-term interests of BB&T and its shareholders.

and should understand the intricacies of a public company. A director should possess good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Other factors will be taken into consideration to ensure that the overall composition of our Board is appropriate, such as occupational and geographic diversity and age. An important goal of the Board is to include members with diverse backgrounds, skills, and characteristics that, taken as a whole, will help ensure a strong and effective governing body. The Nominating and Corporate Governance Committee annually assesses these factors in the director selection and nomination process.

Director nominees are recommended to the Board of Directors annually by the Nominating and Corporate Governance Committee for election by the shareholders. The Nominating and Corporate Governance Committee considers candidates submitted by directors and shareholders, subject to the requirements set forth below, and it may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. The Nominating and Corporate Governance Committee conducts an extensive due diligence process to review potential director candidates and their individual qualifications, and all such candidates, including those submitted by shareholders, will be evaluated by the Nominating and Corporate Governance Committee using the Board membership criteria described above. The Committee then reports to the Board its recommendations concerning each director nominee. The Board considers the Nominating and Corporate Governance Committee’s recommendations and selects director nominees to be submitted by BB&T to shareholders for approval at the next annual meeting of shareholders.

Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee also will consider qualified director nominees recommended in writing by shareholders when such recommendations are submitted with the information set forth in Article II, Section 10 of the Corporation’s bylaws and policies regarding director nominations. The written notice must include the following information:

The written notice also must be submitted in accordance with the general procedures for shareholder nominations (including deadlines for the notice to be received by the Secretary), which are summarized under the caption “Voting and Other Information-Proposals for 2018 Annual Meeting of Shareholders” below. Shareholders may submit, in writing, the names and qualifications of potential director nominees to the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101, for delivery to the Chair of the Nominating and Corporate Governance Committee for consideration.

We understand that it is important to our shareholders that we minimize our environmental impact, promote positive social efforts, and implement transparent governance practices. ~~In order to emphasize~~BB&T was a winner of the Financial Services Roundtable award for Corporate Social Responsibility Leadership in 2016. This award emphasizes the positive impact of companies in areas of financial education, support of social causes, products that assist the underserved, and protecting the environment.

We’ve shown our commitment to these ~~areas, we expect to issue an annual~~ causes through the following:

Our full Corporate Social ~~and Governance report beginning in 2016.~~Responsibility Report is on our website. This publication ~~will highlight~~highlights our endeavors to act as good stewards of the natural resources entrusted to us and to promote the well-being of our associates and communities.

The Board of Directors oversees BB&T’s political strategy, political contributions and lobbying expenses. BB&T periodically participates in policy debates on issues to support our interests and sponsors employee political action committees, or PACs, which allow associates to voluntarily pool their financial resources to support federal and state candidates who support legislation important to us, and our shareholders, clients and communities. All PAC expenditures are a matter of public record and are available for review on the websites of the Federal Election Commission and various state election offices. It is our policy not to use corporate funds to make contributions to political candidates, political parties or ~~committees or~~ political committees organized for the advancement of political candidates, including Super PACs or independent expenditure committees. In response to feedback we received during our shareholder engagement program in 2013, we have posted on our website a Statement of Political Activity which describes our Board and management oversight process for political contributions and political activity by the Corporation, including the activities of our Government Affairs Group. Please refer to “Corporate Governance Materials” below for its location.PACs.

The Board Skills and Training Program (the “Training Program”) provides a formal framework designed to support the directors’ performance of their responsibilities as members of the Board and Board committees. The Training Program is based on knowledge, skills and resources curricula developed for the Board and each Board committee and individual learning plans are created for each director. Courses of general application are offered to the full Board while others are tailored to the specific requirements of the various Board committees. The directors’ participation is considered by the Nominating and Corporate Governance Committee in its annual evaluation of directors’ performance.

The Audit Committee oversees a policy that governs the reporting ~~of (a) associate~~ of:

We have engaged an independent service provider to receive and track all such complaints. Any verified complaint is referred to our General Counsel, who is responsible for reviewing those complaints in accordance with our whistleblower procedures and reporting all relevant information regarding the nature of the complaint to

breach of fiduciary duty arising under federal or state law, or (iii) a similar material violation when such evidence is obtained by an attorney authorized to appear or practice before the SEC. We have engaged an independent service provider to receive and track all such complaints. Most verified complaints are referred to BB&T’s General Counsel, who is responsible for reviewing those complaints in accordance with BB&T’s whistleblower procedures and reporting all relevant information regarding the nature of the complaint to the Audit Committee. ~~Our~~The General Counsel investigates or causes to be investigated all matters referred pursuant to this policy and maintains a record of such complaints that includes the tracking of the receipt of their referral, investigation and resolution. Generally, if such a complaint is raised by an attorney in our legal department, then the complaint will be referred to our Chief Executive Officer. The General Counsel (or the Chief Executive Officer, as the case may be) periodically prepares a summary report of such complaints for the Audit Committee, which oversees the consideration of all reported complaints covered by this policy. The telephone number for reporting complaints as described in this section is800-432-1911. ~~Please refer to “Corporate Governance Materials” below for the location of BB&T’s Accounting, Securities~~

The ~~Nominating~~Board Skills and ~~Corporate Governance Committee is responsible for selecting individuals who demonstrate~~Training Program provides a formal framework designed to support the ~~highest personal and professional integrity, have demonstrated exceptional ability and judgment and who are expected to be the most effective in serving the long-term interests~~directors’ performance of ~~BB&T and its shareholders.~~

A director candidate is nominated to stand for election based on his or her professional experience, recognized achievement in his or her respective field, an ability to contribute to our business, his or her experience in risk management, and the willingness to make the commitmenttheir responsibilities as members of ~~time and effort required of a BB&T director over an extended period of time. A director must be “financially literate,” as defined by~~ the Board and ~~should understand~~Board committees. The courses are provided by bothin-house experts and outside consultants on a wide range of topics to enhance the ~~intricacies~~directors’ knowledge in areas important in carrying out their responsibilities as directors. Courses of a public company. A director should possess good judgment, strength of character, and an independent mind, as well as a reputation for integrity and the highest personal and professional ethics. Other factors will be taken into consideration to assure that the overall composition of our Board is appropriate, such as occupational and geographic diversity and age. An important goal is to include members with diverse backgrounds, skills, and characteristics that, taken as a whole, will help ensure a strong and effective governing body. The Nominating and Corporate Governance Committee annually assesses the effectiveness of these factors in the director selection and nomination process.

~~Director nominees~~general application are ~~recommended~~offered to the full Board while others are tailored to the specific requirements of ~~Directors annually~~the various Board committees. The directors’ participation is considered by the Nominating and Corporate Governance Committee for election by the shareholders. The Nominating and Corporate Governance Committee considers candidates submitted by directors, as well as self-nominations and, from time to time, it may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. The Nominating and Corporate Governance Committee conducts an extensive due diligence process to review potential director candidates and their individual qualifications, and all such candidates, including those submitted by shareholders, will be evaluated by the Nominating and Corporate Governance Committee using the Board membership criteria described above.

~~The Nominating and Corporate Governance Committee also will consider qualified director nominees recommended by shareholders when such recommendations are submitted~~ in accordance with Article II, Section 10 of the Corporation’s bylaws and policies regarding director nominations. Shareholders may submit, in writing, the names and qualifications of potential director nominees to the Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101, for delivery to the Chair of the Nominating and Corporate Governance Committee for consideration. The written notice must include the following information about the nominee: (i) the nominee’s full name and residential address; (ii) the nominee’s age; (iii) the nominee’s principal occupation(s) during the past five years; (iv) the nominee’s previous and/or current memberships on all public

company boards of directors; (v) the number and types of securities of the Corporation beneficially owned, if any, by the nominee; (vi) any agreements, understandings or arrangements between the nominee and any other person or persons with respect to the nominee’s nomination or service on the Board of Directors or the capital stock or business of BB&T; (vii) any bankruptcy filings of the nominee or any affiliate of the nominee; (viii) any criminal convictions of the nominee or any affiliate of the nominee; (ix) any civil actions or actions by the Securities and Exchange Commission or other regulatory agency against the nominee or an affiliate of the nominee whereby they were found to have violated any Federal or State securities law; and (x) a signed statement by the nominee consenting to serve as a director if elected. The written notice also must be submitted in accordance with the general procedures for shareholder nominations (including deadlines for the notice to be received by the Secretary), which are summarized under the caption “Other Matters-Proposals for 2017 Annual Meeting of Shareholders” below. Any shareholder desiring to recommend a nominee for consideration by the Nominating and Corporate Governance Committee prior to the 2017 Annual Meeting must do so in accordance with our policies and bylaws.

Once a director nominee has been recommended, whether by a shareholder or otherwise, the Nominating and Corporate Governance Committee, in accordance with our Corporate Governance Guidelines, reviews the background and qualifications of the nominee. The Nominating and Corporate Governance Committee reports to the Board, in writing, its recommendations concerning each director nominee. The Board then considers the Nominating and Corporate Governance Committee’s recommendations and finally selects those director nominees to be submitted by BB&T to shareholders for approval at the next annual ~~meeting of shareholders.~~

BB&T’s vision, mission and values are the foundation for the risk management framework utilized at BB&T and therefore serve as the basis on which the risk appetite and risk strategy are built. In keeping with the belief that consistent values drive long-term behaviors, the Risk Management Organization (RMO) has its own risk values that establish the guiding principles of our day-to-day activities:

~~As illustrated below, BB&T executes on its risk values through a risk management framework based on a “three lines of defense” model:~~

BB&T places significant emphasis on risk management and has a stand-alone Board-level Risk Committee which oversees risk reporting to the Board of Directors and functions as a significant part of our risk management framework. Among other things, the Risk Committee approves the Corporation’s risk appetite statements, monitors the Corporation’s risk profile, and provides input to management regarding the Corporation’s risk appetite and risk profile. The other key functions of the Risk Committee are listed in the section above entitled, “Board Committees, Membership and Attendance.”

The RMO is led by the Chief Risk Officer (CRO) and is responsible for facilitating effective risk management oversight, measurement, monitoring, reporting, and consistency. The CRO has direct access to the Corporation’s Board of Directors and Executive Management to communicate any risk issues (current or emerging) as well as the performance of the risk management activities throughout the enterprise. The CRO also chairs the Risk Management Committee (RMC), which provides oversight on a fully integrated view of risks across BB&T, including strategic, compliance, credit, liquidity, market, operational, and reputation risks.

The BB&T RMO is further expanded and strengthened through the designation of five Senior Risk Officers, or SROs. The Chief Commercial Credit Risk Officer, the Chief Retail Credit Risk Officer, the Chief Market and Liquidity Risk Officer, the Deputy Chief Risk Officer, and the Chief Regulatory and Compliance Risk Officer, together are responsible for ongoing aggregation, integration, correlation and reporting of the risks across our organization. Key to this effort is a bottoms-up risk identification and disclosure process that begins with the first line of defense. This business risk assessment process allows the SROs to report risks horizontally across various lines of business to identify emerging risk themes and evaluate strategies to mitigate, reduce, or avoid identified inherent risks. SROs communicate risks on a regular basis to enterprise level risk committees.

We maintain a pay-for-performance philosophy which governs our incentive compensation programs. Our Compensation Committee administers all aspects of the executive compensation program as applicable to Executive Management, including risk management. For additional detail, please refer to “Risk Management” within Section 4 of the Compensation Discussion and Analysis.

At the direction of the Compensation Committee, management has established the management compensation committee as well as processes and controls for the design and evaluation of incentive plans utilized for associates outside of Executive Management. The management compensation committee is responsible for exercising authority to modify payments and impose or release “holdbacks” from incentive compensation arrangements, based on a risk review or regulatory requirements. The management compensation committee also has the authority to prescribe prospective changes to incentive compensation arrangements to ensure their balance, consistent with BB&T’s safety and soundness. Risk and control functions are involved in the design, oversight, and administration of the incentive compensation programs used by the Corporation.

We have employed risk balancing in the design of incentive programs. For instance, our Compensation Committee, at its sole discretion, may reduce incentives and bonuses based on risk outcomes. See “Executive Risk Scorecard” within Section 3, and “Compensation Clawbacks” within Section 4 of the Compensation Discussion and Analysis.

Management succession planning is a priority of the Board of Directors. Our Corporate Governance Guidelines provide that the Board of Directors is responsible for ensuring that we have developed an Executive Management succession plan, including procedures for Chief Executive Officer selection in the event of an emergency or the retirement of the CEO. This plan is reviewed and evaluated by the Board at least annually. The Lead Director ~~leads~~facilitates the Board’s review and evaluation of ~~BB&T’s~~our Executive Management succession plan. As part of the plan, our Chairman and ~~Chief Executive Officer, Kelly S. King,~~CEO makes available his recommendations and evaluations of potential successors, along with a review of any development plans of such individuals. This process establishes procedures for planning and responding to events involving an absence of the CEO, whether for the short- or long-term, and allows the Board to exercise its judgment and discretion with regard to the selection of a new CEO.

Our vision, mission and values are the foundation for the risk management framework utilized at BB&T and therefore serve as the basis on which the risk appetite and risk strategy are built. Our Risk Management Organization (RMO) provides independent oversight and guidance for risk-taking across the enterprise. In keeping with the belief that consistent values drive long-term behaviors, our RMO has its own risk values that establish the guiding principles of ourday-to-day activities:

As illustrated below, we execute on our risk values through a risk management framework based on the following “three lines of defense:”

We place significant emphasis on risk management and maintain a separate Board-level Risk Committee which oversees risk reporting to the Board of Directors and functions as a significant part of our risk management framework. Among its responsibilities, the Risk Committee monitors our risk profile, approves risk appetite statements, and provides input to management regarding our risk appetite and risk profile.

The RMO is led by the Chief Risk Officer (CRO) and is responsible for facilitating effective risk management oversight, measurement, monitoring, reporting, and consistency. The CRO has direct access to our Board of Directors and Executive Management to communicate any risk issues (current or emerging) as well as the performance of the risk management activities throughout the enterprise. The CRO also chairs the Risk Management Committee (RMC), which provides oversight on a fully integrated view of risks across our organization, including strategic, compliance, credit, liquidity, market, operational, and reputation risks.

Any shareholder or other interested party may ~~also request a copy~~contact the Board of Directors or any individual director(s) may do so by written communication mailed to: Board of ~~these documents by contacting the~~Directors, c/o Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Any proper communication so received will be processed by the Secretary as agent for the Board or any individually named director. Unless, in the judgment of the Secretary, the matter is not intended or appropriate for the Board, the Secretary will prepare a summary of the communication for prompt delivery to the appropriate member(s) of the Board.

The table below sets forth the beneficial ownership of BB&T common stock by all directors, the ~~NEOs,~~named executive officers in this proxy statement (or NEOs), all directors and executive officers of BB&T as a group and each person who is known to be the beneficial owner of more than five percent of our common stock as of February ~~17, 2016.~~15, 2017. Unless otherwise indicated, all persons listed below have sole voting and investment powers over all shares beneficially owned. Applicable percentage ownership is based on ~~780,470,501~~808,517,616 shares of BB&T common stock outstanding as of February ~~17, 2016.~~15, 2017.

Under the federal securities laws, our directors and ~~certain~~executive officers subject to Section 16 (“Section 16”) of ~~our executive officers~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are required to report their beneficial ownership of BB&T ~~common~~ stock and any changes in that ownership to the SEC. Specific deadlines for such reporting have been established by the SEC. WeBased solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, ~~to report in this Proxy Statement any failure to~~we believe that for 2016 all reporting persons filed the required reports on a timely ~~file these reports that occurred in 2015. To the best of our knowledge, during 2015, all of the filing requirements were satisfiedby our directors and executive officers subject to~~basis under Section 16, except that Robert J. Johnson, Jr. inadvertently filed one late Form 4 with respect to one disposition transaction in connection with a reallocation of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In making this statement, we have relied on the written representations of our directors and executive officers subject to Section 16 and copies of the reports that have been filed with the SEC.his 401(k) plan portfolio.

PROPOSAL 2—RATIFICATIONOFTHE APPOINTMENTOF PRICEWATERHOUSECOOPERS LLPAS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2016~~2017

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute on this responsibility, the Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence. The Audit Committee has carefully considered the selection of PricewaterhouseCoopers LLP (“PwC”) as ~~its~~the independent registered public accounting firm to audit and report on the consolidated financial statements of BB&T and the effectiveness of our internal control over financial reporting.

In accordance with SEC rules, audit partners are subject to rotation requirements to limit the number of consecutive years of service an individual partner may provide us with audit services. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. In connection with this mandated rotation, the Audit Committee is directly involved in the selection of any new lead engagement partner. The current lead PwC engagement partner was designated commencing with the 2015 audit and is eligible to serve in that capacity through the end of the 2019 audit.

Our shareholders are being asked to ratify the appointment of PwC for ~~2016~~2017 because we value our shareholders’ views on ~~BB&T’s~~our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to questions posed by the shareholders. If shareholders do not ratify the decision of the Audit Committee to reappoint PwC as our independent registered public accounting firm for ~~2016,~~2017, the Audit Committee will reconsider its decision.

The following table shows the aggregate fees incurred by the Corporation for professional services by PwC for fiscal years ~~2015~~2016 and ~~2014:~~2015:

Audit Fees. This category includes fees billed for professional services for the integrated audits of the Corporation’s consolidated financial statements, including the audits of the effectiveness of our internal control over financial reporting, reviews of the financial statements included in our quarterly reports on Form10-Q, statutory audits or other financial statement audits of subsidiaries, and comfort letters and consents related to SEC registration statements.

Audit-Related Fees. This category includes fees billed for assurance and related services that are reasonably related to the performance of the audit of our consolidated financial statements and effectiveness of internal controls and are not reported under the audit fees category above. These services consist of fees for service organization control reports, other attestation engagements traditionally performed by the independent accounting firm,pre-implementation assessments of internal controls for a new enterprise resource planning system and related business processes, controls assessments as part of our regulatory reporting initiatives, due diligence services related to proposed acquisitions, and audits of our employee benefit plans.

Tax Fees. This category includes fees billed fortax-related services rendered, including tax compliance, tax planning, and tax advice.

All Other Fees. This category includes fees billed for advisory services provided in conjunction with the Corporation’s regulatory reporting initiatives, mortgage advisory services, advisory services related to our adoption of a new enterprise resource planning system and other advisory services.

The Audit Committee considered the compatibility of thenon-audit services performed by, and fees paid to, PwC in ~~2015~~2016 and determined that such services and fees are compatible with the independence of PwC.

Under the terms of its charter, the Audit Committee mustpre-approve all services (including the fees and terms of such services) to be performed for us by our independent registered public accounting firm, subject to ade minimis exception for permittednon-audit services that are approved by the Audit Committee prior to the completion of the audit and otherwise in accordance with the terms of applicable SEC rules. The Audit Committee may delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grantpre-approvals of audit and permittednon-audit services, as long as the decisions of such subcommittee(s) to grantpre-approvals are presented to the full Audit Committee at its next scheduled meeting. In ~~2015,~~2016, all of the services provided by our independent registered public accounting firm were reviewed and approved by the Audit Committee.

The Audit Committee of the Board of Directors is currently composed of ~~six~~five independent directors and operates under a charter adopted by the Audit Committee on January ~~26, 2016.~~24, 2017. The SEC and the NYSE have established standards relating to audit committee membership and functions. With regard to such membership standards, the Board has determined that Stephen T. Williams meets the requirements of an “audit committee financial expert” as defined by the SEC and has the requisite financial literacy and accounting or related financial management expertise required generally of an audit committee member under the applicable standards of the SEC and NYSE.

The primary duties and responsibilities of the Audit Committee are to monitor: (i) the integrity of the financial statements of the Corporation; (ii) the independent registered public accounting firm’s qualifications and independence; (iii) the performance of the Corporation’s internal audit function and independent auditors; and (iv) compliance by the Corporation with legal and regulatory requirements. While the Audit Committee has the duties and responsibilities set forth above and those set forth in its charter, our management is responsible for the internal controls and the financial reporting process, and the independent registered public accounting firm is responsible for performing an integrated audit of our financial statements and of the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board and issuing a report thereon.

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, including meeting and holding discussions with management, the independent registered public accounting firm and the internal auditor, and has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm its views on fraud risks and how it demonstrates its independence and skepticism. Finally, the Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has received the written disclosures and the letters from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board, as currently in effect, regarding the independent registered public accounting firm’s communications with the Audit Committee, and the Audit Committee has discussed with the independent registered public accounting firm its independence. The Audit Committee also has considered whether the provision of anynon-audit services by our independent registered public accounting firm is compatible with maintaining the independence of the auditors.

Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the Report of Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on February ~~25, 2016.~~

Submitted by the Audit Committee of the Board of Directors, whose current members are:

~~This year, we are again providing~~Proposal 3 asks shareholders ~~the opportunity to cast an advisory vote~~ to approve ourpay-for-performance executive compensation program. ~~The large majority of our shareholders have approved this proposal each year since 2011, when we first asked shareholders to vote on this item.~~

The Compensation Committee and the Board believe that our executive compensation program, as described in the Compensation Discussion and Analysis, ~~and other sections of this proxy statement,~~ reflects apay-for-performance culture at BB&T that is rooted in our values. The Compensation Committee and the Board believe that the executive compensation program is well designed, and effective in aligning the interests of the executives with both the short-term and long-term interests of our shareholders, while reducing incentives for unnecessary and excessive risk taking. In making a decision on whether to approve our pay practices for our named executive officers, ~~the Board asks~~we ask that shareholders consider the following:

We encourage you to review the complete description of our executive compensation programs provided on the following pages in the “Compensation Discussion and Analysis,” the compensation tables and accompanying narratives.

The Board strongly supports our executive pay practices and asks shareholders to support its executive compensation program through the following resolution:

“Resolved, that the shareholders approve BB&T’s overall executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in this Proxy Statement.”

Your vote on this proposal, which is required by Section 14A of the Exchange Act, is “advisory,” and will serve as anon-binding recommendation to the Board. The Compensation Committee will seriously consider the outcome of this vote when determining future executive compensation arrangements. ~~Unless the Board determines otherwise, the next advisory vote to approve the compensation of our named executive officers will be held at our 2017 Annual Meeting.~~

In this ~~Compensation Discussion and Analysis~~section we describe our performance-based executive compensation program and philosophy in the context of ~~the 2015~~our compensation decisions related to the Chief Executive Officer and each of the other executive officers named in the ~~2015~~2016 Summary Compensation Table (the named executive officers or “NEOs”). Each NEO is a member of our 13 person “Executive Management” team that manages and leads BB&T’s ~~operations:~~operations. Ricky K. Brown served as a member of the Executive Management team until his retirement in 2016.

The Compensation Discussion and Analysis is organized into ~~four~~five sections:

BB&T is strong, profitable and remains committed to helping its shareholders, clients, communities and associates achieve economic success and financial security. By staying true to the vision, mission and values that have guided BB&T for over 140 years, we are well positioned for future opportunities. Led by our CEO, Kelly S. King, in 2015 we met substantially all of our strategic objectives and performed well in a challenging year for the financial services industry. We believe the financial and strategic accomplishments made in 2015, as well as our continued significant investment in important infrastructure projects, will benefit the Corporation ~~and our shareholders in the coming years.~~ | 2017 Proxy Statement

Following the 2016 Annual Meeting, the Compensation Committee discussed the feedback we received from shareholders on our executive compensation program. Based on this feedback and a desire to be responsive to our shareholders, the Committee met in June and made an immediate retroactive change to our 2016-2018 LTIP. The Committee also began a comprehensive review of our executive compensation programs, including further discussions with our shareholders, in anticipation of making broader program changes in 2017. Below is a summary of the feedback we received from shareholders and the actions taken by the Committee during 2016 and 2017 in response.

The Compensation Committee recognizes that executive compensation practices in the banking industry continue to evolve due to feedback from regulators and shareholders. The Compensation Committee closely monitors changes in market compensation practices and is responsive to feedback it receives on our programs. The Committee may make additional changes to our program in furtherance of its commitment to provide a compensation program that is competitive, performance-based, risk-balanced and aligned with the goals of our shareholders and regulatory expectations.

~~2015~~2016 Target Pay ~~Highlights~~Decisions and ~~Performance Alignment~~Significant “Performance-Based” Percentage of Compensation

~~2015 was a solid~~The charts below for Kelly King and ~~profitable year with many notable strategic~~our other NEOs illustrate the target compensation established for 2016, consisting of base salary, annual incentive awards, 2016-2018 LTIP awards and ~~differentiating accomplishments, including BB&T’s successful integration of several significant acquisitions~~RSU and ~~infrastructure investments. We continued our strong performance relative to our peers, but performance was down from 2014 on some of~~stock option awards granted in 2016. The charts also show the ~~metrics that drive our executive incentive programs. Accordingly, the payout percentages for our variable pay awards (short and long-term) were lower for 2015 than in 2014. A significant portion~~large percentage of our ~~pay continues to be at risk based on our future performance. Below~~NEO compensation that is ~~a summary of the most notable 2015 pay outcomes~~variable and ~~decisions:~~performance-based.

The Compensation Committee regularly considers a variety of financial metrics when evaluating performance and making compensation decisions, as indicated below. By assessing different metrics over short, medium and long-term periods, the Compensation Committee is able to obtain a broad and accurate assessment of our performance against specific compensation goals and relative to the ~~Peer Group.~~peer group.

~~Three~~Four of these metrics are used directly in BB&T’s executive ~~incentive plans: return~~compensation program:

The Compensation Committee believes these metrics are key drivers of sustained and longer-term shareholder value. The Compensation Committee also grants a meaningful portion of compensation through equity awards and maintains rigorous stock ownership guidelines to ensure executives are closely aligned with our stock performance.

Total Shareholder Return (“TSR”), a metric that has become increasingly popular with institutional shareholders and proxy advisory firms in recent years, is evaluated by the Compensation Committee. TSR measures stock price appreciation plus common stock dividend payments over a particular time period. The Compensation Committee monitors and considers TSR in assessing our performance, but does not include it as a direct measure in our incentive plans because one- and three-year TSR reflect shorter-term horizons, are volatile, are influenced by situations outside the control of executives (such as global market conditions), and may not reflect our core performance. The Compensation Committee believes that TSR is more useful as a longer-term performance metric as the market is most effective at differentiating the performance of companies over the long-run. Our consistent superior financial performance over time has increased long-term value for our shareholders, as shown below.

The Compensation Committee has implemented strong governance practices that reinforce our principles, support sound risk management and are shareholder aligned:

For the past several years we have conducted a formal shareholder engagement program to help us identify issues of importance to our shareholders, with a focus on corporate governance and executive compensation. Historically, shareholders have indicated strong support of our compensation programs through their “say on pay” voting results, but at our 2015 Annual Meeting, we received a lower level of shareholder support than in the past for that proposal. In response, we expanded our shareholder engagement program by reaching out to 37 of our 50 largest shareholders, representing 38% of our outstanding shares, as well as to the shareholder proponents who made proposals at the 2015 Annual Meeting. We also met with certain of the proxy advisory firms followed by some of our largest shareholders. The Compensation Committee Chair led the meetings with four of our largest institutional shareholders.

The feedback received on our executive compensation programs and philosophy was generally very favorable. As to executive compensation, the general sentiment was that our program is appropriate and well designed. Several governance and compensation points were raised by shareholders and this feedback proved influential in a number of subsequent decisions and actions, as outlined below and on page 55.

We are committed to ongoing shareholder engagement and expect to continue our shareholder engagement program. Consistent with the recommendation of our Board of Directors and the preference of our shareholders, BB&T believes that it is appropriate to conduct annual say on pay votes regarding our executive compensation programs.

Banking regulators continue to ~~regularly~~ provide input on and influence the compensation practices and incentive compensation at the largest financial institutions in the United States, focusing on the risks intrinsic to the design and implementation of compensation plans as well as the reasonableness of each element of compensation. While we have ~~for many years,~~ focused our compensation philosophy on performance-based compensation, ~~certain~~regulatory guidance has influenced changes ~~were made~~ to our compensation programs over the last few ~~years primarily as a result of regulatory guidance. Regulators influenced the following modifications of our compensation program:~~

years. The Compensation Committee continues to assess our pay practices to balance risks with our commitment to linking NEO pay to ~~BB&T’s~~our performance while maintaining compensation programs that are market competitive and shareholder aligned.

In February 2017, the Compensation Committee, taking into account shareholder feedback, made significant enhancements to our executive compensation program. These changes significantly increased the amount of long-term incentives subject to robust performance criteria and better aligned our compensation with market practice. The Compensation Committee’s changes enhance the long-term incentive program as follows:

~~Compensation Actions for 2016~~We also further enhanced our LTIP by adding the following design features:

•

TSR Modifier: 2017-2019 LTIP awards are subject to a TSR modifier based on our TSR percentile performance relative to our peer group TSR for the three-year performance period. The 2017-2019 LTIP will continue to measure and reward BB&T’s return on common equity performance relative to the Company’s peer group over the three-year performance period. Payments are subject to increase or decrease in an identical manner as the 2017 PSUs with an overall payment cap of 125% of the target award.

As part of its regular review, the Compensation Committee has taken the following actions for 2016 in regards to NEO compensation. These actions are all in furtherance of the Compensation Committee’s commitment to implementing a strategy to provide target compensation opportunities that are aligned with the median of the Peer Group.

~~No base salary increases;~~

•

Vesting and Forfeiture: Three-year cliff vesting subject to BB&T exceeding a performance hurdle and adjustment for negative risk outcomes. Before vesting, 100% of the award is subject to reduction or forfeiture if there is an aggregate operating loss for the performance period or if a negative risk outcome occurs as determined by the Compensation Committee.

Other 2017 Compensation Decisions

~~No change in compensation award opportunities or payout levels;~~

•

No Salary Increases: We made no increases in base salaries for our NEOs in 2017.

~~No special awards; and~~

~~Added Wells Fargo and Citizens Financial to the 2016 Peer Group to better reflect our growth in recent years.~~

The Compensation Committee recognizes that executive compensation practices in the banking industry are continuing to evolve due to feedback from regulators and shareholders. The Compensation Committee intends to closely monitor changes in market compensation practices as well as feedback on our programs from our shareholders and regulators. Accordingly, the Committee may make additional changes to our program in furtherance of its commitment to provide a compensation program that is competitive, performance-based, risk-balanced and aligned with the goals of our shareholders and regulatory expectations.

Section ~~2—2015~~3—2016 Executive Compensation Program and Pay Decisions

Compensation Philosophy

The Compensation Committee structures ~~BB&T’s~~our overall compensation program for Executive Management with an emphasis on long-term, performance-based ~~compensation. Our executive~~ compensation, ~~philosophy is~~ based on the following guiding principles:

Compensation and reward systems are designed to award performance over different time horizons to support and drive our strategic goals and produce positive business ~~results;~~

results over the longer term;

Total compensation is based on a mix of performance goals and aligned with shareholder interests by providing a significant percentage of compensation in ~~equity and setting stock ownership requirements for Executive Management;~~

equity;

Significant amounts of compensation are linked to the achievement of set performance ~~goals;~~

goals, to promote balance and discourage imprudent risk taking;

Total compensation opportunities are established relative to organizations with which we compete for both talent and shareholder investment and at levels that enable us to attract and retain executives critical to our long-term success; ~~and~~

Executive Management must have significant stock ownership requirements, to better align their interests with our shareholders; and

Compensation is compatible with effective controls and risk management and is supported by strong corporate governance.

BB&T compensation programs are designed to align with BB&T’s values and objectives and assist BB&T in supporting its associate value proposition. Specifically, compensation programs are designed to accomplish the following:

ensure a strong alignment of the interests of BB&T’s shareholders, associates, and the Company;

pay for performance, both short-term and long-term;

reward career associates;

pay competitively, across salary grades and geographies;

apply compensation policy in an internally consistent manner; and

provide compensation opportunities that are based on relative industry performance and are aligned with internal performance and BB&T risk management and corporate governance guidelines.

4246 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

2016 Compensation Program Elements

Our executive ~~total~~ compensation is heavily ~~performance-based.~~performance-based, with base salary representing the only fixed element. Below ~~is a summary~~are the four components of our ~~regular pay components, their purpose and key program features.~~executives’ current compensation:


~~Incentive Type~~		Compensation Element		~~What the Element Rewards~~Description/Objectives		Key Features ~~& Purpose~~and Metrics Used

~~FIXED~~		Base Salary		~~Scope~~ • Based on scope of leadership responsibilities, years of experience, performance and contributions to BB~~&T.~~		Plays a relatively modest role in the overall pay package because we believe the significant majority of executive compensation should be variable and based on performance. Provides the only element of certain compensation for our NEOs.
~~PERFORMANCE-BASED INCENTIVES~~		~~Annual Incentive Awards~~		~~BB&T’s financial performance in 2015 based on achievement of specific earnings per share (weighted at 60%) and relative return on assets (weighted at 40%) performance.~~&T		~~Rewards~~• Fixed cash compensation, reviewed and adjusted annually, as appropriate
	Annual Incentive Awards		• Cash incentive rewarding annual corporate performance ~~based on~~ • Rewards financial results that are expected to have a meaningful ~~bearing on~~correlation to long-term shareholder ~~value. Payments are based solely on corporate performance, reinforcing our team culture.~~value		• EPS (weighted at 60%) • ROA relative to our peer group (weighted at 40%) •Performance levels (threshold, target, maximum) are established relative to Board approved EPS internal ~~forecast EPS expectations~~forecasts and ~~our~~relative ROA performance ~~relative to our Peer Group.~~
		Incentive Stock Awards ~~(20% stock options and 80% restricted stock units)~~		~~Sustainable,~~ • Rewards sustainable, long-term appreciation of BB&T’s stock ~~price.~~price • Aligns NEO compensation with appreciation of BB&T’s stock price		~~Designed to align NEO compensation with the shareholder goal of stock price appreciation.~~ •Stock options and RSUs vest ratably over ~~three years. The award vesting is subject~~3 years • Awarded 20% in stock options and 80% in RSUs (in 2017 we eliminated stock options to ~~BB&T exceeding a~~provide greater focus on performance ~~hurdle and adjustments for any negative risk outcomes. Prior to vesting,~~share units) • 100% of the unvested award is subject to adjustment and/or forfeiture for any negative risk outcomes, including if the minimum performance criteria are not ~~met.~~met • Dividends are not paid on unvested ~~RSUs.~~RSUs
	LTIP Awards		~~Achievement~~ • Rewards achievement of superior relative three-year average ~~return on common equity performance.~~ROCE performance and relative TSR performance		• LTIP Awards are ~~typically~~usually paid in ~~cash.~~		~~LTIP awards are designed to measure relative performance over three-year cycles. Each year begins a new three-year cycle. Payments are~~cash • Historical payments were based on BB&T ROCE performance relative to ~~its Peer Group.~~

our peer group

• Payments under the 2016-2018 LTIP award were revised based on shareholder feedback; subject to potential reduction based on our TSR performance relative to our peer group for the performance period

See “Section 2—2017 Changes to Our Compensation Program” for a detailed review of the compensation changes effective in 2017.

BB&T Corporation | ~~2016~~2017 Proxy Statement 4347


Compensation Discussion and Analysis

~~Analysis~~Summary of Overall Compensation

The table below summarizes the actual NEO compensation paid for the ~~2015~~2016 performance year, which consists of base salary, annual incentive awards, 2014-2016 LTIP awards and ~~illustrates how the Compensation Committee viewed NEO compensation~~RSU and stock option awards granted in ~~2015. The table also compares total compensation~~2016. Additional detail for ~~2015 to 2014.~~each of these items follows this table.

~~2015~~2016 COMPENSATION OVERVIEW TABLE


Name	Salary⁽¹⁾ ($)		Annual Incentive Awards⁽²⁾ ($)		Option Awards⁽³⁾⁽⁴⁾ ($)	Restricted Stock Unit Awards⁽³⁾⁽⁴⁾ ($)		LTIP (2013- 2015)⁽⁵⁾ ($)		2015 Total for regular program ($)		2015 Total with Merger Incentive⁽⁶⁾ ($)	2014 Total ($)		Salary ($)		Annual Incentive Award ($)		Option Awards⁽¹⁾⁽²⁾ ($)	Restricted Stock Unit Awards⁽¹⁾⁽²⁾ ($)		LTIP ($)		2016 Total ($)
Kelly S. King		1,056,250		1,572,160	591,499		2,365,971		2,009,603		7,595,483	8,625,483		7,200,244		1,075,000		2,253,469	601,998		2,407,982		2,087,500		8,425,949
Christopher L. Henson		691,250		685,921	241,938		967,730		830,134		3,416,973	3,866,973		3,179,536		700,000		978,250	244,998		979,981		856,771		3,760,000
Ricky K. Brown		691,250		685,921	241,938		967,730		830,134		3,416,973	3,866,973		3,179,536		666,583		931,550	244,998		979,981		842,848		3,665,960
Clarke R. Starnes III		582,500		511,316	184,069		736,270		629,544		2,643,699	2,978,699		2,516,515		590,000		729,388	186,437		745,747		649,688		2,901,260
Daryl N. Bible		582,500		511,316	184,069		736,270		629,544		2,643,699	2,978,699		2,516,515		590,000		729,388	186,437		745,747		649,688		2,901,260
Barbara F. Duck																507,083		545,115	147,052		588,200		466,944		2,254,394
Donna C. Goodrich																507,083		545,115	147,052		588,200		466,944		2,254,394

(1)

~~Reflects base salary actually received in 2015.~~

~~(2)~~

~~Amounts reflect the value of the 2015 Annual Incentive Award, paid in March 2016.~~

~~(3)~~

Amounts reflect the value the Compensation Committee sought to deliver through the restricted stock unit and stock option awards granted in February ~~2015.~~2016. No amounts are immediately available to the officer as the options and units vest over time. The exercise price of the options was equal to the stock price on the date of grant, and therefore, there was no intrinsic value on the date of grant. The recipient will only be able to realize future value for the stock options if BB&T’s stock price increases.

~~(4)~~(2)

The principal differences between this table and the Summary Compensation Table are that the Summary Compensation Table includes information on the grant date fair value of restricted stock unit awards and includes the change in pension value and nonqualified deferred compensation earnings as well as all other compensation. The components included in the table above are considered by the Compensation Committee when making compensation determinations.

~~(5)~~

~~Amounts reflect value of 2013-2015 LTIP awards, paid in March 2016.~~

~~(6)~~

~~Merger Incentive amounts: King - $1,030,000;Henson - $450,000;Brown - $450,000; Starnes - $335,000;~~ ~~Bible - $335,000. Paid 50% in cash and 50% in RSUs.~~

In 2015 we continued to perform well against our Peer Group, however, our overall performance results were not as strong under the Annual Incentive Award and LTIP as compared to 2014. As a result, the payout percentages for these plans were lower for 2015 than for 2014. Increases in 2015 total compensation paid under our regular compensation program resulted primarily from payments under the 2013-2015 LTIP (the LTIP target award opportunities were increased in 2013 relative to the 2012 levels).

   2014 2015⁽¹⁾
   Absolute
Performance Relative to Peer
Group Absolute
Performance Relative to Peer
group
EPS (Annual Incentive) $2.90    N/A    $2.73 ⁽²⁾ N/A
ROA (Annual Incentive) 1.22 % 84^thPercentile 1.14 % 88^th Percentile
Average 3-year ROCE (LTIP) 10.31 % 72^nd Percentile    9.73 % 61^st Percentile

~~(1)~~

The EPS, ROA and ROCE performance presented herein includes adjustments to BB&T’s GAAP net income approved by the Compensation Committee. For additional detail regarding these adjustments and a GAAP reconciliation, please refer to Annex A.

~~(2)~~

~~In light of the Merger Incentive, EPS performance was further reduced to $2.66 to exclude the estimated impact attributable to the legacy Susquehanna operations.~~

A special, one-time Merger Incentive was provided to recognize the strategically significant Susquehanna merger and incentivize a successful integration. The Merger Incentive is not a part of our regular compensation program and is not expected to be used again. Based on shareholder feedback, the Compensation CommitteeBase Salary

The following table shows base salaries for each of our NEOs for 2016. Based upon a review of market practices salaries remain unchanged from 2015, except for Ms. Duck and Ms. Goodrich (both new NEOs in 2016), whose salaries were increased effective February 2016 to reflect their additional responsibilities.


Name	2016 Base Salary ($)	% Increase
Kelly S. King	1,075,000	—
Christopher L. Henson	700,000	—
Ricky K. Brown	700,000	—
Clarke R. Starnes III	590,000	—
Daryl N. Bible	590,000	—
Barbara F. Duck	510,000	7.4
Donna C. Goodrich	510,000	7.4

4448 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

~~paid the award 50% in RSUs and 50% in cash. As a result of approving the Merger Incentive, the Compensation Committee removed estimated Susquehanna earnings from the EPS component of the~~ Annual Incentive Award ~~reducing EPS performance to $2.66. See the Merger Incentive discussion beginning on page 52.~~

~~Base Salary~~

~~The following table shows base salaries for each of our NEOs for 2015 as compared to 2014:~~

Name
2015
Base Salary
($)(1)

2014
Base Salary
($)

Increase
($)

Percentage
Increase
Kelly S. King 1,075,000        1,000,000        75,000      7.50%
Christopher L. Henson 700,000        665,000        35,000      5.26%
Ricky K. Brown 700,000        665,000        35,000      5.26%
Clarke R. Starnes III 590,000        560,000        30,000      5.36%
Daryl N. Bible 590,000        560,000        30,000      5.36%

~~(1)~~

~~Effective as a April 1, 2015.~~

In its deliberations on the 2015 base salary increases, the Compensation Committee considered the competitive analyses provided by its independent compensation consultant that base salaries for our NEOs had remained unchanged since 2013.

~~Annual Incentive~~

Our Annual Incentive Award is a cash incentive based on the achievement of annual corporate performance goals established ~~annually~~ by the Compensation Committee. Performance goals are based upon our internal earnings plan and performance relative to our peer group.

The amount paid under the Annual Incentive Award is determined by a formula based on our: (1) EPS (against preset performance goals) and (2) ROA (as compared to our ~~Peer Group)~~peer group).

In ~~2015,~~2016, EPS was weighted at 60%, while ROA was weighted at 40%.

Our EPS target goal is based on our internal earnings plan, with a maximum goal set at 5% above the target, and a minimum goal set at 10% below the target.

Our ROA target goal is based on BB&T’s ROA relative to the ROA of our peers for 2016.

While EPS and ROA are independent and permit payouts under each measure ranging from 0% to 150% of the target award opportunity, ~~when both metrics are~~as combined under the formula, the maximum amount that may be paid to NEOs under the Annual Incentive Award is 125% of the target award opportunity. If the EPS threshold was not achieved, ~~or exceeded,~~ the executives could still receive a payment based solely on our ROA performance and vice versa.

~~The EPS performance level was adjusted downward (from $2.73 to $2.66) in light~~Each of our named executive officers has a target award opportunity which represents the ~~Merger Incentive and to avoid the appearance that NEOs were being rewarded twice for the Susquehanna merger.~~

~~The 2015~~amount of Annual Incentive Award ~~paid out~~received if we achieve the performance goals at ~~approximately 76% of~~ the target ~~award~~performance level. The table below summarizes the Annual Incentive Award opportunity ~~based on our EPS~~for 2016 at target level of award. For 2016, target opportunities did not increase from 2015, except for Mrs. Duck and ~~ROA performance and reflecting the downward adjustment~~Mrs. Goodrich, whose targets were adjusted to ~~the EPS performance measure.~~reflect increased responsibilities.


Name		2016 Target Annual Incentive Opportunity (as a % of base salary)
Kelly S. King		195%
Christopher L. Henson		130%
Ricky K. Brown		130%
Clarke R. Starnes III		115%
Daryl N. Bible		115%
Barbara F. Duck		100%
Donna C. Goodrich		100%

We have historically used EPS and ROA as the performance measures for Annual Incentive Awards because the Compensation Committee believes EPS and ROA have a meaningful bearing on long-term increases in shareholder value and are valuable barometers for our performance. EPS and ROA have a strong long-term correlation with shareholder returns. These measures also reflect the fundamental risk level and financial soundness of the business.

BB&T Corporation | ~~2016~~2017 Proxy Statement 4549


Compensation Discussion and Analysis

Each executive has a target award opportunity (expressed as a percentage of base salary) which represents the amount of the Annual Incentive Award if we achieve the performance goals at the target performance level. The table below summarizes the Annual Incentive award opportunity for 2015 versus 2014.

Name    2015 Target Annual
Incentive Opportunity 2014 Target Annual
Incentive Opportunity
Kelly S. King    195% 175%
Christopher L. Henson    130% 100%
Ricky K. Brown    130% 100%
Clarke R. Starnes III    115% 100%
Daryl N. Bible    115% 100%

The Compensation Committee increased the 2015 target award opportunities to provide competitive pay to these seasoned executives and to align total target compensation with the median level of the members of the Peer Group most aligned with us in terms of asset size and market capitalization. This increase was also intended to offset some of the lost upside caused by the maximum award opportunities for the Annual Incentive Award and LTIP being reduced below the median peer practice for comparable awards as a result of regulatory feedback.

~~Additional changes were made to the structure of the 2015 Annual Incentive versus 2014, as outlined below.~~


~~2015 Annual Incentive Change~~		~~Rationale~~
~~The weighting of the ROA component was increased to 40% from 33% in 2014.~~		~~Given the economic environment, the Compensation Committee wanted to place greater emphasis on our performance relative to the Peer Group.~~
~~For 2015, the performance matrix for each of EPS and ROA extends to 150% of target, but the aggregate payment is capped at 125% of target. In 2014, each performance measure was capped at 125%.~~		The Compensation Committee wanted to reward superior performance by allowing excellent EPS or ROA performance to raise the Annual Incentive’s overall payout percentage, subject to the aggregate payment cap of 125%.

2016 ANNUAL INCENTIVE AWARD PERFORMANCE M~~AND~~ATRIX ~~EPS DOWNWARD~~ A~~DJUSTMENT~~

EPS for 2015 was $2.73. In approving the Merger Incentive payment, the Compensation Committee decided that the estimated earnings attributable to the legacy Susquehanna operations following the merger (which occurred on August 1, 2015) should be removed from the Annual Incentive’s EPS performance measure. The Compensation Committee felt this adjustment was important to avoid the perception that Executive Management was being rewarded twice for the Susquehanna merger. However, the Compensation Committee also determined that the Susquehanna merger was a differentiating event where we outperformed our peers, and accordingly, believe it was fair to include our full earnings for the compensation elements that measure our performance relative to the Peer Group. See the Merger Incentive discussion beginning on page 52.

The tables below summarize the performance matrix and payout levels under the Annual Incentive Award.

46 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation Discussion and Analysis~~

~~EPS PERFORMANCE~~ ~~(60%~~OF A~~NNUAL~~ I~~NCENTIVE~~ A~~WARD~~)

EPS (60% of Annual Incentive
Award)

ROA (40% of Annual Incentive Award)

Level of Achievement

EPS Performance
Measure

Payout as % of Participant’s Target
Award Opportunity

Method for Setting
the Payout %

Performance

Payout as %

of Participant’s

Target Award
Opportunity

Performance

Relative to Peer

Group

Payout as %

of Participant’s

Target Award
Opportunity

Total Payout as

% of Target
Award Opportunity

Below Threshold

Less than $2.65

Less than 25^th Percentile

Min – 0%

Threshold

$2.65

25%

10% below target

$2.65

25%

25^th Percentile

50%

Target

$2.95

100%

Internal profit plan

$2.95

100%

50^th Percentile

100%

Maximum

$3.10

150%¹

5% above target

$3.10

150%⁽¹⁾

75^th Percentile

150%⁽¹⁾

Max – 125%

Actual

$2.73

45.83%

Excluding SUSQ earnings

$2.66

27.22%

Actual Results

$2.87⁽²⁾

79.2%

1.16%, or 92^nd Percentile⁽²⁾

150%

Weighting

60%

40%

Payout per Measure

47.5%

60%

Total Annual Incentive Payout: 107.5%

(1)

Annual Incentive Award combines EPS and ROA performance, with the final payout capped at 125% of the target award opportunity.

~~ROA PERFORMANCE~~ ~~(40%~~OF A~~NNUAL~~ I~~NCENTIVE~~ A~~WARD~~)


~~Level of Achievement~~	~~Percentile Performance~~ ~~BB&T ROA Relative to Peer Group~~ ~~ROA~~	~~Payout as % of Participant’s Target~~ ~~Award Opportunity~~
~~Below Threshold~~	~~Less than 25~~^th ~~Percentile~~	0%
~~Threshold~~	25^th ~~Percentile~~	~~50%~~
~~Target~~	50^th ~~Percentile~~	~~100%~~
~~Maximum~~	75^th ~~Percentile~~	~~150%~~⁽¹⁾
~~Actual~~	88^th ~~Percentile~~	~~150%~~⁽¹⁾

~~(1)~~

~~Annual Incentive Award combines EPS and ROA performance, with final payout capped at 125% of target opportunity.~~

~~2015 ANNUAL~~ I~~NCENTIVE~~ A~~WARD~~ R~~ESULTS~~

~~The 2015 Annual Incentive Awards paid out at approximately 76.33% of the target award opportunity, based on BB&T’s 2015 EPS and ROA results as summarized below:~~

~~2015 ANNUAL~~ I~~NCENTIVE~~ P~~AYOUT~~ C~~ALCULATION~~

      Performance
Level    Payout Ratio    Item Weight    Annual Incentive Award
Payout
EPS
   $2.66    27.22%    60%    16.33%
ROA
   1.14%    150%    40%    60%
Total
            76.33%⁽¹⁾

~~(1)~~(2)

The EPS and ROA performance presented herein includes adjustments to BB&T’s GAAP net income by the Compensation Committee. ~~EPS performance excludes estimated earnings attributable to the legacy Susquehanna operations.~~ For additional detail regarding these adjustments, please refer to Annex A.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 47


~~Compensation Discussion and Analysis~~

Based on these results, executives received the following Annual Incentive Award payouts.

~~2015~~2016 ANNUAL INCENTIVE AWARD PAYMENTS

Name⁽¹⁾
Threshold 2015
Annual Incentive
Award Payments
($)

Targeted 2015
Annual Incentive
Award Payments
($)

Maximum 2015
Annual Incentive
Award Payments
($)

Actual 2015 Annual
Incentive Award
Payment
($)
Kelly S. King
308,953 2,059,688 2,574,610 1,572,160
Christopher L. Henson
134,794    898,625 1,123,281    685,921
Ricky K. Brown
134,794    898,625 1,123,281    685,921
Clarke R. Starnes III
100,481    669,875    837,344    511,316
Daryl N. Bible
100,481    669,875    837,344    511,316


Name⁽¹⁾		2016 ($)
Kelly S. King		2,253,469
Christopher L. Henson		978,250
Ricky K. Brown⁽²⁾		931,550
Clarke R. Starnes III		729,388
Daryl N. Bible		729,388
Barbara F. Duck		545,115
Donna C. Goodrich		545,115

(1)

The Annual Incentive Awards for the officers covered by Section 162(m) of the Code were paid from a pool based on BB&T’s ~~2015~~2016 income before taxes ~~(pre-tax~~(pre-tax income). For a more detailed discussion of the Annual Incentive Award 162(m) Pool, please refer to “Tax Considerations” in Section 4.5.

(2)

Amounts for Mr. Brown reflect his retirement effective December 15, 2016.

Long-Term Incentives

BB&T’s long-term incentive program provides compensation awarded under the ~~shareholder-approved~~ BB&T Corporation 2012 Incentive Plan (the “2012 Incentive Plan”). ~~These~~For 2016, these awards ~~are~~reflected a mix of cash and equity and include the ~~following components:~~

•

Incentive ~~Stock~~: Consists of stock options and restricted stock units (“RSUs”) that align executives with shareholder interests, reward stock price appreciation, and encourage retention. Stock options represent a limited component, based on feedback from regulators and shareholders.

~~RSUs—represents 80% of incentive stock award~~

Stock ~~Options—represents 20% of incentive stock award~~

•

~~Long-Term Incentive Plan (“LTIP”)~~~~: Provides rewards based on our ROCE performance relative to the Peer Group over the applicable three-year period.~~

~~Executives have a defined target award opportunity for each long-term component, expressed~~Program and LTIP Program, as ~~a percentage of base salary. None of the long-term incentive award opportunities increased for 2015.~~

      Long-Term Incentives
Name    LTIP      RSUs    Stock Options
Kelly S. King
   160%      224%    56%
Christopher L. Henson
   100%      140%    35%
Ricky K. Brown
   100%      140%    35%
Clarke R. Starnes III
   90%      126%    32%
Daryl N. Bible
   90%      126%    32%

I~~NCENTIVE~~ S~~TOCK~~ P~~ROGRAM~~ S~~UMMARY~~discussed below.

~~2015 Incentive Stock Awards for each NEO include nonqualified stock options (20% of award) and RSUs (80% of award).~~

~~Stock options and RSUs vest ratably over three years.~~

~~Award vesting is subject to BB&T exceeding a performance hurdle and adjustments for any negative risk outcomes.~~

4850 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

INCENTIVE STOCK PROGRAM

~~Up to 100% of unvested RSUs and~~The 2016 Incentive Stock Awards for each NEO included nonqualified stock options (20% of award) and RSUs (80% of award). The 2016 Incentive Stock Awards are subject to reduction or forfeiture if the Compensation Committee determines that there has been a significant negative risk outcome as a result of a corporate or individual action, or BB&T has incurred an annual operating loss for the year.

Other features of our RSUs and stock options are described below:

Restricted Stock Units:

RSU awards are granted as a contingent share of BB&T common stock that is not earned or issued until specific conditions are met. RSUs vest 33 1/3% per year following each of the first three anniversaries of the date of grant, subject to the Compensation Committee’s performance review. For retirement eligible individuals, RSU vesting is generally accelerated upon retirement. No dividends are paid on the shares underlying the RSUs until the units vest and shares are issued. The Compensation Committee determined that the three-year vesting schedule is generally consistent with Peer Group practices. The Compensation Committee believes that the retentive features and perceived value of RSUs are enhanced in a volatile stock market, which the financial services industry has ~~experienced.~~experienced over the past several years. The RSUs have the following features:

Granted as a contingent share of BB&T common stock that is not earned or issued until specific conditions are met

No dividends are paid on the shares underlying the RSUs until the units vest and shares are issued

Consistent with peer group practices, RSU awards vest 33 1/3% per year following each of the first three anniversaries of the date of grant, subject to the Compensation Committee’s performance review

Stock Options:Stock options awarded for 2016 have the following characteristics:

Stock options historically have been an important part of our equity program. The Compensation Committee believes that stock options are inherently performance-based and effectively align the interests of the recipients with those of the shareholders because stock options only have value if our stock price increases relative to the stock price on the date of the award. Stock option awards

Awards vest 33 1/3% per year following each of the first three anniversaries of the date of grant, subject to attainment of the performance criteria ~~and expire~~

Expire on the ~~ten year~~tenth anniversary of the date of ~~grant. For retirement eligible individuals,~~grant

Consistent with peer group practices, stock ~~option~~options have three-year vesting ~~is generally accelerated upon retirement. The exercise~~schedule

Exercise price ~~for each stock option grant in 2015, including each award to the NEOs, was~~is the market closing price on the date of ~~grant. The Compensation Committee determined that the three-year vesting schedule and ten year term is generally consistent with Peer Group practices.~~

grant

~~2015~~2016 INCENTIVE STOCK AWARDS

~~The 2015 Incentive Stock Awards are detailed in the following table:~~

Name
Non-
Qualified
Stock
Options(#)⁽¹⁾

Delivered
Value of Stock
Options ($)⁽²⁾⁽³⁾
   RSUs (#)
Delivered Value
of RSUs ($)⁽²⁾⁽³⁾
   Total
Delivered
Value of
Options and
RSUs ($)
Kelly S. King    120,714    591,499    61,904    2,365,971    2,957,470
Christopher L. Henson    49,375    241,938    25,320    967,730    1,209,668
Ricky K. Brown    49,375    241,938    25,320    967,730    1,209,668
Clarke R. Starnes III    37,565    184,069    19,264    736,270    920,339
Daryl N. Bible    37,565    184,069    19,264    736,270    920,339


Name		Total Delivered Value of Stock Options and RSUs ($)⁽¹⁾
Kelly S. King		3,009,980
Christopher L. Henson		1,224,979
Ricky K. Brown		1,224,979
Clarke R. Starnes III		932,184
Daryl N. Bible		932,184
Barbara F. Duck		735,252
Donna C. Goodrich		735,252

(1)

The option exercise price for the 2015 awards is $38.22 per share, which was the closing price on February 24, 2015, the date of the grant. For additional detail, please refer to “Compensation of Executive Officers—2015 Outstanding Equity Awards at Fiscal Year-End.”

~~(2)~~

~~The table reflects~~Reflects the value the Compensation Committee seeks to deliver in making the award. The ~~2015~~2016 stock option and restricted stock unit awards were granted on February ~~24, 2015.~~23, 2016. In the case of both stock options and restricted stock units, the number of options or units granted was determined by dividing the target amount of compensation by the estimated value of each equity award. For stock options, the award was valued based on the Black-Scholes value of the options ($~~4.90)~~3.87). For restricted stock units, the number of units awarded was based on the closing price of BB&T’s common stock on the grant date ($~~38.22).~~

~~(3)~~

In accordance with SEC rules, the value of the awards reported in the 2015 Summary Compensation Table is the fair value of the awards on the grant date. For stock options, the grant date fair value was the same as the value used by the Compensation Committee to determine stock option awards ($4.90)32.10). For restricted stock units, the grant date fair value of $34.36 was calculated by discounting the closing price of BB&T’s common stock on the grant date by the present value of the dividends that are expected to be forgone during the three-year vesting period. For the grant date fair value of the awards and a discussion of how we compute the fair value,additional detail, please refer to ~~columns (d) and (e) of the 2015 Summary Compensation Table included in the~~ “Compensation of Executive ~~Officers” section below.~~Officers—2016 Outstanding Equity Awards at FiscalYear-End.”

BB&T Corporation | ~~2016~~2017 Proxy Statement 4951


Compensation Discussion and Analysis

LTIP PROGRAM S~~UMMARY~~

LTIP awards reward performance ~~measured by our~~using both an absolute performance goal for ROCE performance and a relative ~~to our Peer Group~~ROCE performance goal over a ~~three year performance~~three-year cycle. Each year begins a new three-year performance cycle, and performance measures and payout range are established at the beginning of the ~~cycle,~~cycle. We must achieve an average absolute ROCE of at least 3% for the three-year performance period. Only if this absolute performance goal is reached is ROCE performance relative to the peer group measured. Payouts are determined in accordance with the performance matrix set forth below. As described in more detail below, the 2016-2018 LTIP was retroactively adjusted and payments are subject to reduction based on TSR performance relative to our peer group for the performance period.

LTIP awards have historically been paid in cash, but at the discretion of the Compensation Committee, establishes the performance measures and payout range. The Compensation Committee believes that measuring ROCE over a three-year period relative to the Peer Group provides a valuable measure of company performance over time.

~~LTIP awards are payable,~~may be paid in ~~the Compensation Committee’s discretion, in the form of~~ shares of BB&T common stock, cash or ~~a combination of~~ both. ~~LTIP awards have historically been paid in cash.~~ The ~~Compensation~~ Committee believes that with approximately 64% of the NEOs’ long-term incentive compensation currently consisting of equity, it iswas appropriate to pay the 2014-2016 LTIP awards in cash, ~~rather than additional equity,~~ especially in light of the substantial BB&T common stock holdings of each of the NEOs.

The 2014-2016 LTIP award is calculated as follows:


Target Award Opportunity ~~(as~~(as % of base salary)		X		3-Year Average Salary		X			Performance Scale Payout %

~~2013-2015~~2014-2016 LTIP Cycle (Paid in March ~~2016)~~2017)

The performance matrix for the ~~2013-2015~~2014-2016 LTIP award follows. Under the matrix, our actual ROCE performance relative to the ~~Peer Group~~peer group translates to a corresponding payout percentage on a simple interpolation basis.

~~2013-2015 LTIP CYCLE~~ P~~ERFORMANCE~~ M~~ATRIX~~


~~Level of Achievement~~	~~Percentile Performance of~~ ~~BB&T ROCE Relative~~ ~~to Peer Group ROCE~~	~~Payout Percent of Participant’s~~ ~~Target Award Opportunity~~
~~Threshold~~	~~25th~~	~~50%~~
	~~30th~~	~~60%~~
	~~35th~~	~~70%~~
	~~40th~~	~~80%~~
	~~45th~~	~~90%~~
~~Target~~	~~50th~~	~~100%~~
	~~55th~~	~~110%~~
	~~60th~~	~~120%~~
	~~65th~~	~~130%~~
	~~70th~~	~~140%~~
~~Maximum~~	~~75th or greater~~	~~150%~~

Our average ROCE performance for ~~2013-2015~~2014-2016 was ~~9.73%~~9.14%, which placed us in the ~~61st~~64th percentile of ~~the Peer Group~~our peer group and generated a payout of ~~123%~~125% of the target award opportunity. Our ROCE performance includes adjustments to our GAAP net income approved by the Compensation Committee. Please refer to Annex A for a GAAP reconciliation.

50 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation Discussion and Analysis~~

~~Based on these results, executives received the following 2013-2015 LTIP payouts:~~

~~2013-2015 LTIP CYCLE~~ P~~AYMENTS~~

Name    Threshold($)⁽¹⁾    Target($)    Maximum($)    Actual LTIP Payment, Based on
2013-2015 Performance($)⁽²⁾
Kelly S. King
   814,000    1,628,000       2,442,000       2,009,603
Christopher L. Henson
   336,250    672,500       1,008,750       830,134
Ricky K. Brown
   336,250    672,500       1,008,750       830,134
Clarke R. Starnes III
   255,000    510,000       765,000       629,544
Daryl N. Bible
   255,000    510,000       765,000       629,544

~~(1)~~

~~The threshold payments represented above show the minimum amount to be received if threshold performance is met.~~

~~(2)~~

~~Under the approved formula, the actual payment is based on the actual average salary paid over the three-year performance cycle.~~

~~2015-2017 LTIP Cycle (Payable in 2018)~~

Our 2015-2017 LTIP awards use a ROCE performance hurdle in addition to assessing our average ROCE performance relative to the Peer Group. If our average ROCE performance is not at least 3%, then the hurdle is not cleared and no payout is earned. If the ROCE hurdle is cleared, then our ROCE performance relative to the Peer Group is measured per the performance matrix below. In establishing the ROCE performance hurdle, the Compensation Committee determined that 3% average three-year ROCE was the minimum level of performance where a payout would be justified, irrespective of our relative Peer Group performance.

~~Also consistent with LTIP awards made in 2014, the maximum payout level for the 2015-2017 LTIP awards is 125% of the target award opportunity.~~

~~2015-2017~~2014-2016 LTIP CYCLE PERFORMANCE MATRIX


Level of Achievement	Percentile Performance of BB&T ROCE Relative to Peer Group ROCE	Payout Percent of Participant’s Target Award Opportunity
Threshold	25^th25th	50%
	30^th30th	60%
	35^th35th	70%
	40^th40th	80%
	45^th45th	90%
Target	50^th50th	100%
	55^th55th	110%
	60^th60th	120%
Maximum	62¹/_1/2 or greater	125%
Actual Performance	9.14%, or 64th percentile	125%

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 51


~~Compensation Discussion and Analysis~~

~~Merger Incentive~~

On June 23, 2015, the Compensation Committee adopted the Merger Completion Incentive Program (the “Merger Incentive”), a unique, one-time incentive opportunity to reward significant strategic achievements related to the successful acquisition and conversion of Susquehanna, an $18.3 billion asset bank headquartered in Central Pennsylvania. At the time the Merger Incentive was approved, the Susquehanna merger had not yet closed as regulatory approval was still pending. Successfully closing and converting the Susquehanna merger were seen as critical strategic goals representing a significant investment in BB&T’s future growth and success.


While the operational conversion in November 2015 triggered the ability to pay the incentive, the Compensation Committee considered a broad review of performance and strategic considerations before approving the payout on December 31, 2015. Below we summarize the objectives, incentive features, payout considerations and resulting awards.

~~Objective and Purpose of Merger Incentive~~

•

~~Provide opportunity for a~~~~one-time, special~~~~recognition of significant achievements related to the successful integration and conversion of Susquehanna (BB&T’s largest merger to date)~~

•

~~Reinforce the~~~~strategic importance~~~~of the acquisition to BB&T’s future success and long-term shareholder value~~

•

~~Recognize the~~~~difficulty~~ of completing significant transactions in recent years (at the time, BB&T was the only bank in its peer group to complete an acquisition of this size in three years, as bank M&A was limited largely due to uncertainty regarding the ability to obtain regulatory approval)

~~Award Features~~

~~One-time, special incentive, not intended to be a regular component of our compensation program~~

~~Full Compensation Committee discretion to choose the form of payment (cash and/or equity) and to reduce payments (including to zero) based on its assessment of BB&T’s overall performance~~

Award opportunities reflect a modest component of executives’ total 2015 compensation (Merger Incentive award opportunity was set at approximately 50% of each NEO’s Annual Incentive Award target award opportunity)

Award contingent on successful operational conversion, defined as the time BB&T’s computer systems became the current and primary systems of record for Susquehanna’s transactional and accounting data (conversion is also when Susquehanna’s bank and ATM signage change to BB&T and legacy Susquehanna customers begin operating within the BB&T environment)

~~Award contingent on conversion occurring before June 23, 2016~~

52 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

Based on these results, executives received the following 2014-2016 LTIP payouts:

~~Payout Considerations~~2014-2016 LTIP CYCLE PAYMENTS


Name		Actual LTIP Payment, Based on 2014-2016 Performance($)⁽¹⁾
Kelly S. King		2,087,500
Christopher L. Henson		856,771
Ricky K. Brown		842,848
Clarke R. Starnes III		649,688
Daryl N. Bible		649,688
Barbara F. Duck		466,944
Donna C. Goodrich		466,944

~~During December 2015,~~

(1)

Under the approved formula, the actual payment is based on the actual average salary paid over the three-year performance cycle.

Changes to our 2016-2018 LTIP (Payable in 2019)

In June 2016, we made a retroactive change to our 2016-2018 LTIP. This change was made as part of our Compensation Committee’s commitment to strengthen ourpay-for-performance program and based on input received from shareholders as part of our shareholder engagement program. Several shareholders recommended that we incorporate an additional performance measure into our long-term compensation program. In response to this feedback, the Compensation Committee, ~~conducted~~in consultation with our compensation consultant, retroactivity approved a ~~thorough evaluation of~~change to our 2016-2018 LTIP originally granted on February 23, 2016.

As modified, payments under the ~~conversion results~~2016-2018 LTIP are subject to reduction based on our TSR percentile performance relative to our peer group TSR for the three-year performance period. Consistent with prior LTIP awards, the 2016-2018 LTIP will continue to measure and reward our ROCE performance relative to our peer group over the three-year performance period. Payments under the 2016-2018 LTIP are subject toreduction only, based on our performance relative to our peer group as ~~well as BB&T’s overall performance. The following factors were considered:~~follows:

~~Successful and Well-Executed Conversion~~

~~The Compensation Committee considered in-depth reports detailing the conversion results, including but not limited to:~~

~~Conversion of nearly 900,000 deposit accounts and 140,000 loans~~

~~Conversion of 245 bank branches and 300 ATMs~~

~~Dissolution or merger of thirty-three subsidiaries and non-consolidated legal entities~~

~~Establishment of new call center in Lititz, Pennsylvania~~

~~Limited client issues that were resolved quickly~~

~~On track to achieve targeted cost savings from the merger~~

~~Based on its review of the conversion, the Compensation Committee determined that the Susquehanna conversion was successful and well executed.~~

~~Evaluation of BB&T’s Overall Performance~~

~~The Compensation Committee also considered our financial performance and strategic initiatives, including, but not limited to, the following:~~

BB&T’s financial strength and ability to obtain regulatory approval for several acquisitions reinforced the positive impact from significant investments in people, processes, systems, capital, liquidity and risk management


• ~~We closed multiple bank acquisitions during 2015 and announced another sizable acquisition (National Penn), which is scheduled~~Percentile Performance of BB&T TSR Relative to ~~close in 2016~~ • ~~The Bank of Kentucky and Susquehanna transactions were the first acquisitions by a “systemically important” acquirer to be approved by the Federal Reserve in over two years~~Peer Group TSR		Percent Reduction in Payout
< 25^th		20% reduction
³ 25^th and < 40^th		10% reduction
³ 40^th		no reduction

The Susquehanna and National Penn regulatory approvals took only eight months and four months, respectively, from announcement, in an environment where other banks experienced significant delays (multi-year, inAs a result, the ~~instance~~2016-2018 LTIP award will be calculated as follows:

Target Award Opportunity
(as % of base salary)

3-Year Average Salary

Performance Scale

Payout %

–

% Reduction Based on
Relative TSR Performance

Also consistent with the 2014-2016 LTIP awards, the maximum payout level for the 2016-2018 LTIP awards is 125% of ~~one peer) in achieving approval for acquisitions~~the target award opportunity.

Management was able to achieve virtually all strategic objectives with no delays in ongoing strategic projects (including key infrastructure investments) and strategies, or compromise of BB&T’s vision, mission or values

~~BB&T increased its quarterly common stock dividend by 12.5% in 2015~~

BB&T Corporation | ~~2016~~2017 Proxy Statement 53


Compensation Discussion and Analysis

~~Overall, our TSR performance relative to the Peer Group improved as of December 31, 2015 versus 2014~~

~~BB&T successfully rolled out U by BB&T, a groundbreaking mobile and online banking platform~~

~~Historical Compensation Factors~~

As context for the granting of this one-time incentive and the determination of whether to make payments under the incentive, the Compensation Committee considered several historical compensation issues involving Executive Management that stemmed from regulatory feedback:

In 2013, BB&T reduced the maximum payout level for the 2014 annual incentive plan from 150% to 125% (which followed a reduction to the 2013 annual incentive’s maximum payout level from 200% to 150% as a result of similar regulatory feedback). A subsequent peer review made clear that the overwhelming majority of our peers all retained substantially higher payout opportunities, and that this compensation element was below market practice. Additionally, an unintended plan design feature caused reduced payouts under our 2014 annual incentive plan for Executive Management (such reductions were not applied to non-Executive Management associates).

Also in 2013, the maximum payout level for the 2014-2016 LTIP was reduced from 150% to 125% (which followed a reduction to the maximum payout level for the 2012-2014 LTIP from 200% to 150% as a result of similar regulatory feedback). A subsequent peer review made clear that the overwhelming majority of our peers granted long-term incentives with substantially higher payout opportunities, and that this compensation element was below market.

Further, the 2012-2014 LTIP used, for the first time, a performance band structure. However, the structure unintentionally did not provide interpolation between performance band levels. As a result, BB&T’s ROCE performance (72nd percentile relative to peers) missed the 75th percentile maximum payout by only three percentage points, but yielded a target level payout instead of a nearly maximum payout.

Prior to its consideration of whether to establish the Merger Incentive, the Compensation Committee considered all three of these issues and debated a simple special cash bonus, as BB&T’s culture strongly supports doing what is right and fair, especially in regard to compensation matters. The Compensation Committee believed that such payments would have been consistent with BB&T’s corporate values of justice, but ultimately refrained from doing so because such award would not be performance based and, therefore, would have been at odds with the Compensation Committee’s pay-for-performance philosophy.

Accordingly, the most important contextual point is that this special, one-time Merger Incentive is not a part of our normal compensation philosophy and is not expected to be used again, and in considering whether to payout the Merger Incentive, the Compensation Committee was mindful of these historical compensation matters.

54 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation Discussion and Analysis~~

~~Shareholder Feedback~~

At the Compensation Committee’s direction, we conducted an expanded shareholder engagement program in the fall of 2015. The Chair of the Compensation Committee led a number of the shareholder meetings. One of the topics for discussion was the Merger Incentive. After hearing our explanation of the rationale for the Merger Incentive, shareholders were generally supportive of the award and expressed that the amounts seemed reasonable.



~~Shareholder Feedback~~		~~Compensation Committee Response~~
Shareholders generally expressed that incentives like the Merger Incentive should not become a regular feature of BB&T’s compensation program as M&A is part of BB&T’s ordinary course historical practice.		The Compensation Committee agrees. The Merger Incentive is a one-time event that was designed to reward differentiating performance and is not expected to be repeated. We have never before provided an incentive tied to M&A activity.
~~Some shareholders suggested that awards under the Merger Incentive be in the form of equity, preferably with a vesting or performance component.~~		Based on this shareholder feedback, the Compensation Committee elected to pay awards under the Merger Incentive 50% in RSUs that vest over a three-year period and 50% in cash. The RSUs include performance features and are subject to forfeiture for any significant negative risk outcomes, which include any arising out of the Susquehanna merger. Additionally, RSU awards do not count toward pension benefits.
Several shareholders noted that the Merger Incentive could lead to a perception that Executive Management would be paid twice for Susquehanna in that the merger is accretive to BB&T’s earnings and would therefore flow through BB&T’s regular compensation program.		The Compensation Committee excluded the Susquehanna results from the EPS component of the 2015 Annual Incentive Award for Executive Management. The Committee also felt that the Susquehanna merger was a differentiating strategic event and, accordingly, felt it was fair to include our full earnings for the compensation elements that measure our performance relative to the Peer Group.

~~Other Considerations~~

~~In addition, the Committee recognized several accolades about BB&T and the acquisition.~~~~Bloomberg Markets~~ ~~magazine rated BB&T as one of the top 15 strongest banks in the world and one of the three strongest in the United States.~~~~American Banker~~ magazine named CEO Kelly S. King banker of the year for 2015 for steering BB&T “…through an extended period of industry adversity, while providing a blueprint for large-scale M&A.” In addition, SNL Financial named Mr. King one of its “Most Influential” in banking in 2015 and 2014.

~~Payouts~~

On December 31, 2015, after considering the above factors and reviewing year-end information, including final 2015 TSR, the Compensation Committee determined that the Susquehanna conversion was successful and BB&T’s overall performance for 2015 was solid and, accordingly, decided to pay the full award opportunity under the Merger Incentive. Based on shareholder feedback and a desire to ensure that payouts would be subject to the continued success of the acquisition and BB&T as a whole, the Committee determined to pay the awards in a combination of RSUs and cash. RSU awards are subject to forfeiture if BB&T experiences a negative operating loss or a significant negative risk outcome (including any arising out of the Susquehanna merger) during the vesting period.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 55


~~Compensation Discussion and Analysis~~

~~The following table outlines the award opportunities and final payouts:~~

  Name
Total Award
Opportunity
($)
   Cash
Awarded
($)    RSUs
Awarded
($)    RSUs
Awarded¹(#)
  Kelly S. King
   1,030,000       515,000       515,000       13,620
  Christopher L. Henson
   450,000       225,000       225,000       5,950
  Ricky K. Brown
   450,000       225,000       225,000       5,950
  Clarke R. Starnes
   335,000       167,500       167,500       4,430
  Daryl N. Bible
   335,000       167,500       167,500       4,430








Total:
   $ 2,600,000       $ 1,300,000       $ 1,300,000       34,380

The number of RSUs awarded was calculated by dividing the “RSUs Awarded ($)” by the closing price of BB&T Stock on December 31, 2015 of $37.81. The RSUs ratably vest in 3 equal annual installments beginning on February 15, 2017. See “Incentive Stock Program Summary” for a discussion of other terms of our RSU awards.

Performance Adjustments and Considerations

The Compensation Committee retains discretion to make adjustments to our performance, as well as the reported results from members of our ~~Peer Group,~~peer group, for purposes of making performance-based compensation awards.

In February, the Compensation Committee receives preliminary performance information for the prior year, and historically has made adjustments to our reported results (e.g., net income) to ensure that the applicable compensatory plans fairly compensate participants for core BB&T performance.

The ~~Compensation~~ Committee may also make adjustments to the reported performance of ~~Peer Group~~peer group members for awards that measure our performance relative to the ~~Peer Group.~~

peer group.

Reconciliation of adjustments that the ~~Compensation~~ Committee made for the purposes of certifying ~~2015~~2016 performance are included in Annex A to this proxy statement.

Unless otherwise indicated, discussions of ~~2015~~2016 performance for compensation purposes in this proxy statement include these adjustments made by the Compensation Committee.

~~Pension Plan~~Perquisites Practices

The NEOs receive limited perquisites and other personal benefits that the Compensation Committee believes are reasonable and consistent with our overall compensation program. Our NEOs do not receive perquisites such as personal club memberships, corporate housing or personal travel on the company’s aircraft.

Retirement Benefits

PENSION PLAN

We provide the BB&T Corporation Pension Plan, atax-qualified defined benefit retirement plan for eligible associates (the “Pension Plan”). We are among the few remaining companies that ~~offers~~offer a traditional pension ~~plan.~~

plan for our employees. This is a benefit we believe provides a competitive advantage for attracting and retaining talent.

We also provide ~~an excess benefit plan,~~ the BB&T CorporationNon-Qualified Defined Benefit Plan (the “Excess Plan”), to augment the benefits payable under the Pension Plan to the extent that such benefits are curtailed by application of certain tax limitations. The Compensation Committee believes that the benefits provided by the Excess Plan ~~assure~~ensure that we will receive the executive retention benefits of the Pension Plan.

The Pension Plan and the Excess Plan are broad-based benefits and the NEOs participate in ~~the Pension Plan and the Excess Plan~~both plans on the same basis as other similarly situated associates.

The Pension Plan and the Excess Plan provide retirement benefits based on length of service and salary level prior to retirement with benefits increasing substantially as a participant approaches retirement.

~~Four~~Five of the ~~five~~six active NEOs have spent substantially all of their professional careers at BB&T and have built up significant benefits under the Pension Plan. ~~Three~~For example, Mr. King has 44 years of ~~the five NEOs are retirement eligible.~~

service at BB&T.

5654 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

We believe the retirement benefits provided by the Pension Plan are meaningful to all associates, but especially to those who devote substantial service to BB&T. Moreover, we view the Pension Plan and the Excess Plan as important retention tools for the NEOs and other highly compensated associates in the later stages of their careers because these retirement benefits could not easily be replicated upon the associate’s departure from ~~the Corporation~~BB&T prior to retirement. The Compensation Committee believes that while the overall retirement benefits provided to the NEOs are ~~in line with~~reasonable relative to those provided by its ~~Peer Group,~~peer group, the Pension Plan and Excess Plan provide us with a competitive advantage in attracting and retaining talent in light of the high number of companies that have frozen or abandoned traditional pension plans in recent years.

~~Perquisites Practices~~

The NEOs receive limited perquisites and other personal benefits that the Compensation Committee believes are reasonable and consistent with our overall compensation program. Executive Management, including the NEOs, do not receive perquisites such as personal club memberships, corporate housing or personal travel on the company’s airplane.

~~Other Employee Benefits~~

ASSOCIATE BENEFIT PLANS

During ~~2015,~~2016, we maintained various ~~employee~~associate benefit plans that constitute a portion of the total compensation package available to the NEOs and all eligible associates of BB&T. These plans consist of the following:

the BB&T Corporation 401(k) Savings Plan, which in ~~2015~~2016 permitted associates to contribute up to 50% of their cash compensation, on atax-deferred basis, within certain IRS compensation deferral amount limits applicable totax-qualified retirement plans, with BB&T matching deferrals up to 6% of their compensation;

the BB&T CorporationNon-Qualified Defined Contribution Plan, which is designed to augment the benefits under the BB&T Corporation 401(k) Savings Plan to the extent such benefits are curtailed by the application of certain limits imposed by the Internal Revenue Code (during ~~2015,~~2016, eligible participants in theNon-Qualified Defined Contribution Plan were permitted to defer up to 50% of their cash compensation with certain participants eligible to receive a matching contribution of up to 6% of their compensation);

a medical plan that provides coverage for all eligible associates; ~~and~~

disability insurance which, in the event of disability, pays an associate 50% of his or her monthly compensation, subject to a cap of $35,000 per month, however, if the coverage percentage exceeds the monthly cap, we would provide supplemental payments to a member of Executive Management to bring the monthly payment up to the percentage coverage level; and

certain other welfare benefits (such as sick leave, vacation, dental and vision coverage, etc.).

We also provide disability insurance for the benefit of our associates (including each of the NEOs) which, in the event of disability, pays an associate 50% of the associate’s monthly compensation, subject to a cap of $35,000 per month. Under this program, associates may select greater disability coverage with a benefit that pays 60% of their monthly compensation; however, associates are required to pay the additional premium (over that already paid by us to receive the standard 50% coverage) to receive this heightened level of coverage. If a member of Executive Management, including a NEO, became disabled and the insurance benefit was limited due to the monthly cap, we would provide supplemental payments to the member of Executive Management to bring the monthly payment up to the selected coverage level.

The ~~employee~~associate benefits for the NEOs discussed in this subsection are determined by the same criteria applicable to all of our associates. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with BB&T. These benefits help keep us competitive in attracting and retaining associates. We believe that our ~~employee~~associate benefits are generally on par with benefits provided by ~~the Peer Group~~our peer group and consistent with industry standards.

BB&T Corporation | ~~2016~~2017 Proxy Statement 5755


Compensation Discussion and Analysis

Section 3—4—BB&T’s Executive Compensation Process

Role of Compensation Committee

The Compensation Committee administers BB&T’s compensation program for Executive Management, including each of the NEOs. The Compensation Committee’s authority and responsibilities are set forth in its charter and include, but are not limited to:

reviewing and approving the compensation for the Chief Executive Officer, the remaining NEOs and other members of Executive Management;

selecting and approving the performance metrics and goals for all Executive Management compensation programs and evaluating performance at the end of each performance period; and

approving Annual Incentive Award opportunities, Incentive Stock Awards and LTIP award opportunities.

In making compensation decisions, the Compensation Committee uses several resources and tools, including the services of its independent compensation consultant, ~~Compensation Advisory Partners and, as of October 2015,~~ Meridian Compensation Partners LLC. The Committee also considers summary analyses of total compensation delineating each compensation element (“tally sheets”), executive risk scorecards provided by our Chief Risk Officer, competitive benchmarking and other analyses, as further described below.

~~In addition, the~~The Compensation Committee periodically receives reports from our Chief Risk Officer regarding our risk environment and risk management practices, from our Chief Compliance Officer regarding compliance and risk matters and from our General Auditor, the head of our internal audit function, regarding our internal ~~controls and~~controls. In addition, the Compensation Committee regularly reviews the minutes of the Risk Committee of the Board of Directors. The purpose of these reports and review is to allow the Compensation Committee to evaluate our current risk environment and internal control positions relevant to incentive compensation, and to take these issues into consideration when determining incentive compensation.

The Chief Executive Officer also is involved in compensation determinations for ~~other~~ members of Executive Management, ~~(including~~other than himself, including compensation for each of the ~~NEOs)~~NEOs, and makes recommendations to the Compensation Committee on base salary and the other compensation elements. We believe that the Chief Executive Officer is in the best possible position to assess the performance of the other members of Executive Management, and he accordingly plays an important role in the compensation setting process. ~~However,~~Ultimately, however, decisions about individual compensation elements and total compensation ~~including those related to the Chief~~of all members of Executive ~~Officer,~~Management are ~~ultimately~~ made by the Compensation Committee, ~~using its judgment, focusing~~based primarily on the executive officer’s performance and ~~BB&T’s~~our overall performance, particularly in light of the business environment in which the results were achieved.

5856 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

The following table illustrates the Compensation Committee’s executive compensation process timeline at BB&T. In addition, the Compensation Committee regularly receives updates with respect to ouron-going shareholder engagement efforts. The Compensation Committee’s independent compensation consultant attends and participates in Committee meetings from time to time throughout the year.


Executive Compensation Process
February Teleconference	•	Receive risk management update on risk appetite and events that could impact incentive compensation
	•	Joint meeting among the Compensation, Audit and Risk Committees
	•	Review executive risk scorecards for the prior year
	•	Review projected financial results with proposed adjustments for incentive plans
	•	Receive update from BB&T’s General Auditor regarding the effectiveness of internal controls
	•	Receive a report from BB&T’s Chief Compliance Officer regarding compliance and risk matters
February Meeting	•	Approve financial results and ~~proposed~~ adjustments for incentive plans
	•	Determine payments/vesting for incentive plans with performance periods completed the prior year (Annual Incentive Awards, LTIP, and Incentive Stock Awards)
	•	Approve peer group for the current year
	•	Determine compensation for the current year—base salary increases (if any), cash incentive plans (Annual Incentive Awards and LTIP) and Incentive Stock Awards
	•	Review and approve the draft Compensation Discussion and Analysis and the draft Compensation Committee Report on Executive Compensation sections of the proxy statement
	•	Review tally sheets
June Meeting	•	Review projected financial results with proposed adjustments for incentive plans
October Meeting	•	Receive risk management update on risk appetite and events that could impact incentive compensation
	•	Joint meeting among the Compensation, Audit and Risk Committees
	•	Review projected financial results with proposed adjustments for incentive plans
	•	Review of Executive Management compensation with the Compensation Committee’s independent compensation consultant
	•	Conduct amid-year review of current executive risk scorecards
December Meeting	•	Review projected financial results with proposed adjustments for incentive plans
	•	Conduct annual review of director compensation
	•	Consider retaining the Compensation Committee’s independent compensation consultant for the upcoming year

Role of Compensation Consultant

The Compensation Committee engages an independent compensation consultant to provide market reference perspective and serve as an advisor. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. Further, the Compensation Committee has the sole authority to approve the independent compensation consultant’s fees and other retention terms, including the

BB&T Corporation | 2017 Proxy Statement 57


Compensation Discussion and Analysis

authority to limit the amount of fees the independent compensation consultant may earn from other services provided to BB&T. ~~For January to October 2015, the~~The Compensation Committee has retained Meridian Compensation ~~Advisory~~

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 59


~~Compensation Discussion and Analysis~~

Partners to act as the Committee’s independent compensation consultant. In this capacity, Meridian Compensation ~~Advisory~~ Partners performed a review of our executive compensation programs, provided peer group ~~analysis,~~analyses, and advised on regulatory developments, corporate governance and best practice trends.

In keeping with its responsibilities in managing our compensation program, the Compensation Committee periodically reviews its outside advisors. Last year, the Compensation Committee met with several compensation consulting firms as part of a governance review of executive compensation providers. After considering the services offered by several firms, the Compensation Committee determined to retain Meridian Compensation Partners in October 2015 as its new independent compensation consultant.

The Compensation Committee determined that, based on ~~an assessment of NYSE factors, the consulting firms retained were~~its review, Meridian Compensation Partners is independent and that its engagement ~~of these firms~~ did not present any conflicts of interest. In making this determination, the Compensation Committee noted that Meridian Compensation Partners (a) ~~the consultants provide~~provides no other services to BB&T other than compensation consulting, (b) has no personal or business relationships ~~exist between the consultants and~~with members of our Board or executive officers, (c) ~~the consultants do~~does not directly own any shares of BB&T stock, and (d) ~~the consultants retain~~retains a written policy designed to avoid conflicts of interest that may arise. ~~Each consultant~~Meridian Compensation Partners also determined that it was independent from our management and confirmed this in a written statement delivered to the Chair of the Compensation Committee.

During ~~2015,~~2016, the compensation ~~consultants~~consultant provided the following services to the Compensation Committee:

reviewed our company’s total compensation philosophy for reasonableness and appropriateness;

reviewed overall compensation levels;

reviewed our total executive compensation program and advised the Compensation Committee of plans or practices that may be changed to improve ~~effectiveness;~~

effectiveness, including the changes approved in 2016 and 2017 as set forth under “—Shareholder Engagement and Changes to our Compensation Program”;

provided market and peer data and recommendations on Executive Management compensation;

~~assisted in analyzing the risk impact of our compensation practices including with respect to the Merger Incentive;~~

reviewed public disclosure on compensation, including the draft Compensation Discussion and Analysis and related tables and compensation disclosures for our proxy statement; and

advised the Compensation Committee regarding the compensation of outside directors.

In order for a compensation consultant to provide effective advice, the Compensation Committee expects them to interact with our management from time to time. These interactions generally involve, among other things:

obtaining compensation and benefits data, as well as other relevant information that is not available from public sources;

working with management to understand the scope of the various executive jobs in order to provide accurate benchmarking; and

conferring with management so that factual and data analyses are accurate andup-to-date.

This process enables the compensation consultant to identify any areas where further research or analysis may be necessary, while allowing it to discuss any changes to the compensation program or refine recommendations before finalizing its reports to the Compensation Committee.

6058 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation Discussion and Analysis

~~Benchmarking~~Peer Group and Competitive Analyses

The Compensation Committee uses a peer group to perform competitive assessments of executive compensation as well as to measure performance under our annual and long-term incentive plans. The Compensation Committee approves a group of publicly-traded banks or financial services holding companies each year to serve as the peer group. In evaluating our peer group for 2016, the Compensation Committee considered a number of factors, including asset size and market capitalization. Given the limited number of banks of our size and market cap, we are positioned in the top quartile of our peer group. Based on feedback received from our shareholders and our independent compensation consultant’s advice, the Compensation Committee added two banks to the group in 2016: one larger bank (Wells Fargo) and one bank closer to BB&T in size (Citizens Financial Group). Even with the addition of the two new banks, we remain near the 75th percentile of the peers in both asset size and market capitalization.


BB&T 2016 PEER GROUP
v Citizens Financial				vPNC
v Comerica				vRegions
v Fifth Third				vSunTrust
v Huntington				v U.S. Bancorp
v KeyCorp				v Wells Fargo
v M&T				v Zions

The Compensation Committee determined that this group would be used for the relative performance comparisons in our annual incentive awards (ROA) and our LTIP (ROCE, TSR). The Committee also reviewed the incentive plan design practices of this group when evaluating potential changes to our program for 2016 and 2017.

The compensation structure for Executive Management, which includes the NEOs, emphasizes variable pay based on performance. We generally compare each element of compensation ~~against what~~as well as total compensation relative to the peer group. The Compensation Committee ~~determines is a reasonable grouping of publicly traded bank or financial services holding companies (identified below, the “Peer Group”).~~

~~Throughout 2015 and continuing into 2016, the Compensation Committee has~~ carefully ~~considered~~considers its benchmarking practices. The Compensation Committee reevaluated the peer group for 2016 and decided to add one larger bank (Wells Fargo) and one bank closer in size (Citizens Financial). The nature of the market limits the number of larger peers with a reasonably comparable business model. During our shareholder engagement program we received feedbackOur shareholders have told us that ~~shareholders preferred~~they prefer that compensation opportunities generally not be targeted above the median of the ~~Peer Group,~~peer group, irrespective of our relative size. Accordingly, the Compensation Committee ~~will be closely monitoring~~considers the peer ~~and market~~ compensation practices with a goal of targeting market median.Based on this goal and our prior benchmarking analyses, the Compensation Committee ~~may make additional changes to~~did not increase the executive compensation program (or awards) in furtherance of its commitment to provide a compensation program that is competitive, performance-based, risk balanced and aligned with the goals of our shareholders and regulatory expectations. The Compensation Committee is committed to implementing a strategy in 2016 to provide target compensation ~~opportunities that are aligned with the median of the Peer Group.~~

~~In evaluating our~~for any 2015 ~~Peer Group, the Compensation Committee considered a number of factors, including that our asset size and market capitalization are~~NEOs in the top quartile of our Peer Group. Also considered was the independent compensation consultant’s advice that the most significant correlating factors for compensation levels of financial services institutions are asset size and market capitalization. Accordingly, for 2015 the Compensation Committee considered the compensation positioning relative to the members of the Peer Group most comparable to us in terms of asset size and market capitalization (which we refer to as the “Comparable Size Peers” as indicated in the table below) in addition to positioning relative to the overarching Peer Group. Our asset size approximates the median asset size of our Comparable Size Peers.


		~~BB&T 2015 PEER~~ G~~ROUP~~
		v ~~Comerica~~				v~~PNC~~
		v~~Fifth Third~~				v~~Regions~~
		v ~~Huntington~~				v~~SunTrust~~
		v ~~KeyCorp~~				v~~U.S. Bancorp~~
		v ~~M&T~~				v ~~Zions~~

~~Comparable Size Peers appear in burgundy.~~

In considering the NEOs’ total compensation opportunities for 2015, the Compensation Committee’s objective was to target total compensation opportunities near the median of the Comparable Size Peers, which resulted in an overall compensation opportunity positioning above the median of the Peer Group. In making this determination, the Compensation Committee specifically considered that it was important to maintain the competitiveness of pay opportunities in light of the significant regulatory, competitive and economic challenges facing the financial services industry and the high demand for our talented, long-tenured and highly marketable Executive Management team. Also considered was that regulatory pressure has resulted in our executive compensation program shifting away from peer practice in several important aspects, possibly compromising the competitiveness of our compensation program.

2016.

In addition to the external ~~Peer Group~~peer group analysis, the Compensation Committee also reviews detailed tally sheets for each executive and reviews the total compensation of the Executive Management team relative to one another. This practice is consistent with our compensation philosophy of rewarding our ~~employees~~associates based upon their level of responsibility within the Company.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 61


~~Compensation Discussion and Analysis~~

Executive Risk Scorecard

We utilize an executive risk scorecard which the Compensation Committee may use to adjust, if necessary, the short-term and long-term incentive compensation of each member of Executive Management ~~(which includes~~(including the NEOs). The executive risk scorecard:

allows for evaluation of both corporate and individual results that can be compared to stated risk appetites in all risk categories;

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Compensation Discussion and Analysis

presents the positive and negative risk outcomes that have influenced each risk category and includes recommended actions with respect to significant negative outcomes;

is used in conjunction with the recommendations of the Chief Risk Officer, the CEO and the Committee’s own insight and evaluation;

is included as part of our risk review process in which 100% of each Executive Manager’s short-term and long-term compensation for ~~2015~~2016 is subject to potential adjustment;

was developed by our Senior Risk and Compliance Officers; and

is reviewed by the independent compensation consultant.

The Compensation Committee believes that the executive risk scorecard is an important element to ensure that incentive compensation at the Executive Management level is risk balanced. The use of this risk scorecard has been discussed with our regulators as an additional way to conform to incentive compensation guidance and best practices.

Section 4—5—Other Aspects of BB&T’s Executive Compensation Program and Governance Practices

In addition to the key components of our executive compensation program described ~~in Section 2~~ above, other significant policies, plans and factors influence executive compensation, including the compensation of the NEOs. These items provide meaningful value to members of Executive Management, including the NEOs, while at the same time promoting the retention of these highly valued executives and aligning their interests with those of the shareholders.

Stock Ownership Guidelines for Executive Management

The Compensation Committee believes that members of Executive Management, including the NEOs, should accumulate meaningful equity stakes in BB&T over time to further align their economic interests with the interests of shareholders, thereby promoting our objective of increasing shareholder value.

The table below summarizes the stock ownership guidelines for our NEOs. Each of our NEOs currently exceeds these guidelines.


Name	Stock Ownership Guidelines	Approximate Stock Value to be held Under Stock Ownership Guidelines⁽¹⁾
Kelly S. King	5x6x Base Salary	$~~5,375,000~~6,450,000
Christopher L. Henson	3x Base Salary	$2,100,000
Ricky K. Brown	3x Base Salary	$2,100,000
Clarke R. Starnes III	3x Base Salary	$1,770,000
Daryl N. Bible	3x Base Salary	$1,770,000

~~(1)~~Barbara F. Duck		Under the stock ownership guidelines, all shares of BB&T common stock held or controlled by the individual are considered in determining compliance with the ownership requirement, including, but not limited to, direct holdings, shares in qualified and nonqualified individual account plans sponsored by BB&T, and unvested restricted stock units and restricted shares (but not stock options) granted by us.3x Base Salary		$1,530,000
Donna C. Goodrich		3x Base Salary		$1,530,000

Risk Management

The Compensation Committee annually considers whether our executive compensation program encourages unnecessary or excessive risk taking. In reviewing the program for risk, the goal of the Compensation Committee is to design a compensation program to encourage prudent risk management and discourage inappropriate risk-

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Compensation Discussion and Analysis

~~Risk Management~~

In establishing and reviewing the executive compensation program, the Compensation Committee annually considers whether the program encourages unnecessary or excessive risk taking. The goal of the Compensation Committee is to establish a compensation program designed to encourage prudent risk management and discourage inappropriate risk-takingtaking by granting a diverse portfolio of compensation to ~~the~~our NEOs ~~and other members of Executive Management~~ that is expected to reward the creation of shareholder value over time. To help achieve this goal, the Compensation Committee considers the risk profile of the primary compensation elements. The Compensation Committee believes that ~~because the~~having fixed base salaries ~~of the NEOs and the other members of Executive Management are fixed in amount they do not encourage~~discourages inappropriate risk-taking. In addition, by having a significant proportion of compensation provided ~~to the NEOs and other members of Executive Management is~~ in the form of equity awards that have performance and retention features that extend over ~~a period of years. The~~several years, the Compensation Committee believes that these awards do not encourage ~~unnecessary or excessive~~imprudent risk-taking because ~~the~~their ultimate value ~~of the awards~~ is tied to our stock price. ~~In addition,~~Also, because awards are subject to long-term vesting schedules they help ensure that the NEOs ~~and other members of Executive Management~~ have significant value tied to long-term stock price performance. ~~Also,~~Additionally, LTIP awards are based on our performance over a three-year period, ~~which encourages the~~encouraging our NEOs to focus on long-term performance in addition to annual results, further reducing risk-taking that is likely to produce only short-term benefits and allowing sufficient time for risk outcomes to emerge.

The Compensation Committee is responsible for exercising authority to modify payments and impose or release “holdbacks” from Executive Management’s incentive compensation arrangements, based on a risk review or regulatory requirements. When determining incentive compensation and consistent with regulatory guidance, the Compensation Committee evaluates our current risk environment and internal control positions relevant to incentive compensation, and reviews the reports, including executive risk scorecards, provided by our Chief Risk Officer. The Compensation Committee also receives reports from our General Auditor, the head of BB&T’s internal audit function, regarding the effectiveness of our overall system of internal controls. Please also refer to the below discussion of the Compensation Committee’s broad clawback ability and, in Section 3, the use of an executive risk scorecard to adjust compensation, if necessary, for negative risk outcomes.

In addition, and consistent with our compensation philosophy of rewarding the NEOs based on the long-term success of BB&T, our Codes of Ethics and Insider Trading Policy prohibit all associates, including the NEOs, from speculative trading in BB&T common stock (including prohibitions on buying call options and selling put options for our common stock) and place limitations on a NEO’s ability to conduct short-term trading, thus encouraging long-term ownership of common stock. Our Corporate Governance Guidelines contain a similar prohibition applicable to members of Executive Management and also prohibit members of Executive Management from entering into hedging strategies and limit pledging activity. See “Pledging/Hedging of Shares” below.

Compensation Clawbacks

and Forfeiture Provisions

Our Board believes that the current structure of BB&T’s incentive compensation recoupment practices is appropriate, effective, ~~and~~ provides a balanced approach to risk management, and properly aligns the interests of our Executive Management and shareholders.

Our 2012 Incentive Plan and award agreements contain broad language regarding clawbacks and ~~make~~makes all awards under the 2012 Incentive Plan subject to recoupment, forfeiture or reduction to the extent determined by the Compensation Committee. Any and all amounts payable under the 2012 Incentive Plan or paid under the 2012 Incentive Plan are subject to clawback, forfeiture, and reduction to the extent determined by the Compensation Committee as necessary to comply with applicable law and/or policies adopted by BB&T. When determining incentive compensation and consistent with regulatory guidance, the Compensation Committee evaluates our current risk environment and internal control positions relevant to incentive compensation, and reviews the executive risk scorecards and other reports, provided by our Chief Risk Officer and our Chief Compliance Officer. The Compensation Committee also receives reports from our General Auditor, the head of BB&T’s internal audit function, regarding the effectiveness of our overall system of internal controls.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 63


~~Compensation Discussion and Analysis~~

Responsible Equity Grant Practices

Generally, the timing of our regular annual equity awards is determined months in advance of the actual grants in order to coincide with the regular February meetings of the Board and the Compensation Committee. The grant date is established when the grants and all key terms are approved by the Board or the Compensation Committee, as the case may be. ~~The~~Consistent with prior years, the exercise price for each stock option grant in ~~2015~~2016 was the market closing price on the date of grant. For the ~~2015~~2016 Incentive Stock Awards, the Compensation Committee also used the closing price of our common stock on the grant date to determine the number of restricted stock unit awards. In addition, the 2012 Incentive Plan includes prohibitions on the ~~direct and indirect~~ repricing of stock options without shareholder approval. We are required to recognize the expense of all share-based awards (such as stock options and restricted stock units) in our income statement over the award’s minimum required service period.

Pledging/Hedging of Shares

Consistent with our compensation philosophy of rewarding the NEOs based on the long-term success of BB&T, our Codes of Ethics and Insider Trading Policy prohibit all associates, including the NEOs, from speculative trading in BB&T common stock (including prohibitions on buying call options and selling put options for our common stock) and place limitations on a NEO’s ability to conduct short-term trading, thus encouraging long-term ownership of common stock. Our Corporate Governance Guidelines contain a similar prohibition applicable to members of Executive Management and also prohibit members of Executive Management, including

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Compensation Discussion and Analysis

the NEOs, from entering into hedging strategies that protect against downside risk in our common stock. Furthermore, our Corporate Governance Guidelines limit pledging activity so that future share pledges by directors and members of Executive Management are limited to those shares in excess of each individual’s share ownership requirements.

~~Employment Agreements~~Tax Considerations

In establishing total compensation for the executive officers, the Compensation Committee considers the effect of Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a federal income tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers other than the Chief Financial Officer (referred to as “covered employees”) unless the compensation qualifies as performance-based.

Our compensation philosophy and policies are generally intended to comply with Section 162(m) to the extent the Compensation Committee determines appropriate. In typical years, when establishing and administering our compensation programs, the Committee generally intends that performance-based compensation will be deductible under Section 162(m). However, our Compensation Committee retains the flexibility to pay compensation that is not deductible under Section 162(m) if the Committee determines it is in our best interest to do so. For 2016, our Annual Incentive Award and LTIP award programs are intended to be eligible for the performance-based exemption available under Section 162(m) and therefore be deductible for federal income tax purposes. The rules and regulations promulgated under Section 162(m) are complicated, however, and may change from time to time, sometimes with retroactive effect. As such, there can be no guarantee that all amounts intended to comply with the requirements of Section 162(m) will so qualify.

As referenced in Section 3 above, the Compensation Committee employed a performance-based compensation structure for the Annual Incentive Award that we refer to as a “162(m) Pool,” and retained the ability to exercise negative discretion to reduce Annual Incentive Award payments to the covered employees. Under the 162(m) Pool structure, with the exception of Ms. Duck, the Annual Incentive Awards for the covered employees were paid from a 162(m) Pool equal to 1.5% of BB&T’s 2016 income before taxes(pre-tax income), pursuant to a percentage of the pool assigned, within the first 90 days of 2016, to each covered employee (45.6% for Mr. King, 19.8% for Mr. Henson, 14.8% for Mr. Starnes). Under the 2012 Incentive Plan, each covered employee’s Annual Incentive Award payment was also subject to a $7.5 million cap on the size of each individual payment.

Under the 162(m) Pool, the Compensation Committee can exercise negative discretion (but not upward discretion) in determining the actual Annual Incentive Award payment amounts to the covered employees. Through its exercise of negative discretion, for 2016, the Compensation Committee approved Annual Incentive Award payment amounts to covered employees that were below each covered employee’s assigned percentage of the 162(m) Pool. Because the 2016 Annual Incentive Award awards to the covered employees were subject only to the negative discretion of the Compensation Committee to reduce potential awards payments, such awards are expected to qualify as “performance-based compensation” for Section 162(m) purposes and therefore should not be subject to the $1 million compensation deduction cap.

Conclusion

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Compensation Discussion and Analysis

achievement of short-term and long-term shareholder value while enabling us to retain our talented executives. We ~~use~~believe the total compensation for each NEO is reasonable, and we continue to improve upon our program so that its components and features are consistent with market standards and comparable programs of the peer group. The compensation program for the NEOs is based on our financial performance and links executive performance to our annual financial and operational results and the long-term financial interests of the shareholders. We further believe that our compensation philosophy is consistent with our corporate culture and objectives and has served, and will continue to serve, as a reasonable basis for administering our total compensation program, both for the NEOs and for all of our associates, for the foreseeable future.

BB&T Corporation | 2017 Proxy Statement 63


Compensation Discussion and Analysis

Compensation Committee Report on Executive Compensation

The Compensation Committee is composed entirely ofnon-employee directors, each of whom has been determined in the Board’s business judgment to be independent based on the categorical standards for independence adopted by the Board, which include the applicable NYSE independence standards. The Compensation Committee is responsible for oversight and review of our compensation and benefit plans, including administering our executive incentive plan, fixing the compensation for the Chief Executive Officer and reviewing and approving the compensation for the other members of Executive Management.

The Compensation Discussion and Analysis section of this proxy statement is management’s report on BB&T’s compensation program and, among other things, explains the material elements of the compensation paid to the Chief Executive Officer and the other NEOs. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management. Based on this review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form10-K for the year ended December 31, 2016.

Submitted by the Compensation Committee of the Board of Directors, whose current members are:


		Thomas N. Thompson, Chair		Eric C. Kendrick
		Anna R. Cablik		Louis B. Lynn, Ph.D.

Compensation Committee Interlocks and Insider Participation

The directors who constituted the Compensation Committee during some or all of 2016 were Anna R. Cablik, Eric C. Kendrick, Louis B. Lynn, Ph.D., Thomas N. Thompson and Edwin H. Welch, Ph.D. None of the individuals who served as a member of the Compensation Committee during 2016 was at any time an officer or an employee of BB&T or any of its subsidiaries or, except as set forth under “Transactions With Executive Officers and Directors—Related Person Transactions,” had any relationship with us requiring disclosure under SEC regulations.

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Compensation of Executive Officers

COMPENSATIONOF EXECUTIVE OFFICERS

2016 SUMMARY COMPENSATION TABLE


Name and Principal Position (a)	Year		Salary ($)		Stock Awards ⁽¹⁾ ($)		Option Awards ⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ⁽²⁾ ($)	Change in Pension Value & Non-Qualified Deferred Compensation Earnings ⁽³⁾ ($)	All Other Compensation ⁽⁴⁾ ($)	Total ($)
Name and Principal Position (a)	(b)		(c)		(d)		(e)		(f)	(g)	(h)	(i)
Kelly S. King		2016		1,075,000		2,122,925		601,998	4,340,969	3,189,647	279,544	11,610,083
Chairman and Chief		2015		1,056,250		2,583,019		591,499	4,096,763	3,070,931	298,430	11,696,892
Executive Officer		2014		1,000,000		2,050,870		559,998	3,400,276	6,803,966	303,653	14,118,763
Christopher L. Henson		2016		700,000		863,971		244,998	1,835,021	1,975,680	150,858	5,770,528
President and Chief		2015		691,250		1,069,201		241,938	1,741,055	1,173,107	136,024	5,052,575
Operating Officer		2014		665,000		852,383		232,747	1,350,812	2,863,816	142,711	6,107,469
Ricky K. Brown		2016		666,583		863,971		244,998	1,774,398	2,127,763	130,958	5,808,671
Senior Executive Vice		2015		691,250		1,069,201		241,938	1,741,055	1,574,421	136,024	5,453,889
President and President, Community Banking (Retired)⁽⁵⁾		2014		665,000		852,383		232,747	1,350,812	3,561,848	142,711	6,805,501
Clarke R. Starnes III		2016		590,000		657,466		186,437	1,379,076	1,704,775	103,852	4,621,606
Senior Executive Vice		2015		582,500		810,227		184,069	1,308,360	1,139,457	109,304	4,133,917
President and Chief Risk Officer		2014		560,000		648,063		176,959	1,071,738	2,794,286	114,974	5,366,020
Daryl N. Bible		2016		590,000		657,466		186,437	1,379,076	583,745	103,852	3,500,576
Senior Executive Vice		2015		582,500		810,227		184,069	1,308,360	408,120	109,304	3,402,580
President and Chief Financial Officer		2014		560,000		648,063		176,959	1,071,738	647,239	114,974	3,218,973
Barbara F. Duck		2016		507,083		518,569		147,052	1,012,059	850,478	76,598	3,111,839
Senior Executive Vice President and Chief Information Officer
Donna C. Goodrich		2016		507,083		518,569		147,052	1,012,059	1,052,288	76,598	3,313,649
Senior Executive Vice President and Deposit, Payment and Operations
Services Manager

(1)

The amounts in column (d) and (e) reflect the grant date fair value of the restricted stock unit ($28.30 per RSU in 2016) and stock option ($3.87 per option in 2016) awards, respectively, received in each year. The assumptions used in the calculation of these amounts for awards granted in 2016, 2015, and 2014 are included in Note 10 “Shareholders’ Equity” in the “Notes to Consolidated Financial Statements” included within BB&T’s Annual Report on Form10-K for the fiscal year ended December 31, 2016. As discussed in the Compensation Discussion and Analysis, the outstanding restricted stock units and stock options remain subject to vesting criteria and accordingly, the NEO may never receive any value from such award.

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Compensation of Executive Officers

(2)

Column (f) contains Annual Incentive Award and LTIP payments, as indicated in the following table. Payments under each award occur when specific performance measures are achieved, as described in the “Compensation Discussion and Analysis” section above, rather than upon the date of grant.

2016 Information


Name	2016 Annual Incentive Award ($)		2014-2016 LTIP ($)
Kelly S. King		2,253,469		2,087,500
Christopher L. Henson		978,250		856,771
Ricky K. Brown		931,550		842,848
Clarke R. Starnes III		729,388		649,688
Daryl N. Bible		729,388		649,688
Barbara F. Duck		545,115		466,944
Donna C. Goodrich		545,115		466,944

(3)

The amounts listed in column (g) are attributable to changes in the present value of the benefits under the BB&T Corporation Pension Plan and the BB&T CorporationNon-Qualified Defined Benefit Plan, as applicable, for each of the NEOs. The benefits the NEOs, including Mr. King, receive are calculated in the same manner as all plan participants. Mr. King’s increase in 2014 relative to the other listed years is primarily driven by his years of service, age, compensation and accounting changes regarding mortality tables and discount rates. Due to Mr. King’s long tenure, he receives the maximum credit for years of service under the plans. Additionally, Mr. King would receive his retirement benefits immediately upon retirement. Consistent with all plan participants, the calculations for these benefits generally reference the highest levels of compensation over a five-year consecutive period in theten-year period before retirement.

(4)

The detail relating to “All Other Compensation” for 2016 found in column (h) to the Summary Compensation Table is as follows:


Name	401(k) Matching Contribution($)	NQDC Matching Contribution($)	Perquisites ($)*
Kelly S. King	15,900	263,644	—
Christopher L. Henson	15,900	117,063	17,895
Ricky K. Brown	15,900	115,058	—
Clarke R. Starnes III	15,900	87,952	—
Daryl N. Bible	15,900	87,952	—
Barbara F. Duck	15,900	60,698	—
Donna C. Goodrich	15,900	60,698	—

Pursuant to SEC rules, we have not reported perquisites to those NEOs where the value of the perquisites, in aggregate, is less than $10,000. Mr. Henson’s perquisites for 2016 consist of (a) the installation and maintenance of a residential security system and (b) spousal participation in limited corporate events, including travel.

(5)

Retired, effective December 15, 2016.

NARRATIVETO 2016 SUMMARY COMPENSATION TABLE

As indicated in the 2016 Summary Compensation Table, salary as a percentage of total annual compensation for each of the NEOs in 2016 was as follows: Mr. King—9.3%; Mr. Henson—12.1%; Mr. Brown—11.5%; Mr. Starnes—12.8%; Mr. Bible—16.9%; Mrs. Duck—16.3%; and Mrs. Goodrich—15.3%.

Employment Agreements. We have entered into employment agreements with each member of Executive Management, including each NEO, to secure the services of key talent within the highly competitive financial services industry. Generally, the employment agreements ~~are entered into with high-performing and long-term potential senior employees and~~ are structured to carefully balance the individual financial goals of the executives relative to the needs of BB&T and its shareholders. ~~All~~The employment agreements

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Compensation of Executive Officers

provide that the NEOs ~~have entered into~~are guaranteed minimum annual salaries equal to their current annual base salaries and continued participation in incentive compensation plans that BB&T or Branch Bank may from time to time extend to its similarly situated officers. During the term of the employment agreements, ~~with~~each NEO is entitled to participate in and receive, on the same basis as other similarly situated officers of BB~~&T. Each employment agreement with the NEOs includes provisions: (a) generally prohibiting the executive~~&T and Branch Bank, pension and welfare benefits and other benefits such as sick leave, vacation, group disability and health, life and accident insurance and similarnon-cash compensation that BB&T or Branch Bank may from competing against us (or working for a competitor) if the executive leaves BB&T; (b) providing for payments if the executive is terminated by us for other than “Just Cause” or if the executive voluntarily terminates his employment with us for “Good Reason;” and (c) generally providing for payments under various termination scenarios following a “Change of Control.” These arrangements set compensation and benefits payabletime to the NEOs in certain termination and merger and acquisition scenarios, giving them some certainty regarding their individual outcomes under these circumstances. Specifically, we believe the “Change of Control” provisions appropriately minimize the distraction of the NEOs in the event of a significant merger and acquisition scenario, allowing themtime extend to ~~remain objective and focused on maximizing shareholder value.~~

its officers.

The employment agreements for the NEOs provide that, under certain circumstances upon leaving the employment of BB&T and Branch Bank, the executive may not compete in the banking business, directly or indirectly, against the Corporation, Branch Bank and their affiliates. This prohibition generally precludes the NEO from working for a direct competitor with a banking presence within the continental United States. Additionally, the employment agreements for the NEOs prohibit the executive from soliciting or assisting in the solicitation of any of our depositors, customers, or affiliates, or inducing any of our associates to terminate their employment with BB&T or its affiliates. These noncompetition and nonsolicitation provisions generally will be effective until theone-year anniversary of the NEO’s termination. These noncompetition provisions generally are not effective if the NEO terminates employment after a “Change of Control.”

64 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation Discussion and Analysis~~

The employment agreements have terms of 36 months that automatically extend monthly by an additional month, absent contrary notice by either party. The term of any employment agreement ends when such NEO reaches age 65, with the exception of Mr. King, whose employment agreement does not contain that provision. ~~Information provided by the independent compensation consultant showed that providing a three-year contract term is a common practice within the financial services industry.~~ The Compensation Committee believes that a three-year term provides appropriate incentives for retention, protections against unjustified terminations, and is in line with other financial services companies. The employment agreements provide for reductions in payments to the extent necessary to avoid exceeding the limits established by Section 280G of the Code. Payments in excess of these limits are often referred to as “excess parachute payments,” and exceeding the Section 280G limits generally triggers an excise tax on the payments.

The Compensation Committee approves Executive Management’s employment agreements and then reviews the agreements on an as-needed basis, based on market trends or on changes in our business environment. The employment agreements for each of the NEOs are described in greater detail under the section “Compensation of Executive Officers – Narrative to 2015 Summary Compensation Table” and the section “Compensation of Executive Officers – Potential Payments Upon Termination or Change of Control.”

~~Tax Considerations~~

S~~ECTION~~ ~~162(~~M)

In establishing total compensation for the executive officers, the Compensation Committee considers the effect of Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers other than the Chief Financial Officer (“Covered Employees”) unless the compensation qualifies as performance-based.

Our compensation philosophy and policies are generally intended to comply with Section 162(m) to the extent the Compensation Committee determines appropriate. In typical years, when establishing and administering our compensation programs, the Compensation Committee generally intends that performance-based compensation will be deductible under Section 162(m). However, the Compensation Committee retains the flexibility to pay compensation that is not deductible under Section 162(m) if the Compensation Committee determines it is in the best interest of the Corporation to do so. For example, vesting of the 2015 RSUs generally accelerates upon retirement for retirement-eligible grantees who are Covered Employees, including the NEOs, and therefore the awards will not be deductible under Section 162(m).

A~~NNUAL~~ I~~NCENTIVE~~ A~~WARD~~ ~~162(~~M~~) POOLAND~~ ~~2015-2017 LTIP AWARDS~~

As discussed in Section 2 – Components of Executive Compensation, the Compensation Committee employed a performance-based compensation structure for the Annual Incentive Award that is sometimes referred to as a “162(m) Pool,” and retained the ability to exercise negative discretion to reduce Annual Incentive Award payments to the Covered Employees.

Under the 162(m) Pool structure, the Annual Incentive Awards for the Covered Employees were paid from a 162(m) Pool equal to 1.5% of BB&T’s 2015 income before taxes (pre-tax income), pursuant to a percentage of the pool assigned, within the first 90 days of 2015, to each Covered Employee (45.4% for Mr. King, 19.9% for Mr. Henson, 19.9% for Mr. Brown, and 14.8% for Mr. Starnes). Under the 2012 Incentive Plan, each Covered Employee’s Annual Incentive Award payment was also subject to a $7.5 million cap on the size of each individual payment. Under the 162(m) Pool, the Compensation Committee can exercise negative discretion (but not upward discretion) in determining the actual Annual Incentive Award payment amounts to the Covered Employees. For

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 65


~~Compensation Discussion and Analysis~~

2015, the Compensation Committee approved in February 2016, through its exercise of negative discretion, actual Annual Incentive Award payment amounts to Covered Employees that were below each Covered Employee’s assigned percentage of the 162(m) Pool. Because the 2015 Annual Incentive Award awards to the Covered Employees were subject only to the negative discretion of the Compensation Committee to reduce potential awards payments, such awards are expected to qualify as “performance-based compensation” for Section 162(m) purposes and therefore should not be subject to the $1 million compensation deduction cap.

The 2015-2017 LTIP cycle awards similarly are expected to qualify as “performance-based compensation” for Section 162(m) purposes because they are subject only to the negative discretion of the Compensation Committee to reduce potential payments. The Compensation Committee expects that the amounts paid, if any, to the Covered Employees in 2018 for the 2015-2017 LTIP awards will not be subject to the Section 162(m) $1 million compensation deduction limit. The rules and regulations promulgated under Section 162(m) are complicated, however, and may change from time to time, sometimes with retroactive effect. As such, there can be no guarantee that all amounts intended to comply with the requirements of Section 162(m) will so qualify.

~~Conclusion~~

BB&T and the Compensation Committee review all elements of our compensation program for the NEOs, including a tally sheet for each NEO delineating each element of the NEO’s compensation. In designing the various elements of the total compensation program, we have taken great care to select elements that are performance-based and to use a variety of performance metrics that, on the whole, will encourage the achievement of short-term and long-term shareholder value while enabling us to retain our talented executives. We believe the total compensation for each NEO is reasonable and the components of our compensation program for the NEOs are consistent with market standards and with comparable programs of the Peer Group. The compensation program for the NEOs is based on our financial performance and links executive performance to our annual financial and operational results and the long-term financial interests of the shareholders. We further believe that the foregoing compensation philosophy is consistent with our corporate culture and objectives and has served, and will continue to serve, as a reasonable basis for administering our total compensation program, both for the NEOs and for all of our associates, for the foreseeable future.

66 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation Discussion and Analysis~~

~~Compensation Committee Report on Executive Compensation~~

The Compensation Committee is composed entirely of non-employee directors, each of whom has been determined in the Board’s business judgment to be independent based on the categorical standards for independence adopted by the Board, which include the applicable NYSE standards. The Compensation Committee is responsible for oversight and review of our compensation and benefit plans, including administering our executive incentive plan, fixing the compensation for the Chief Executive Officer and reviewing and approving the compensation for the other members of Executive Management.

The Compensation Discussion and Analysis section of this proxy statement is management’s report on the Corporation’s compensation program and, among other things, explains the material elements of the compensation paid to the Chief Executive Officer and the other NEOs. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management. Based on this review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

~~Submitted by the Compensation Committee of the Board of Directors, whose current members are:~~

~~Compensation Committee Interlocks and Insider Participation~~

The directors who constituted the Compensation Committee during some or all of 2015 were Anna R. Cablik, John P. Howe III, M.D., Eric C. Kendrick, Louis B. Lynn, Ph.D., Tollie W. Rich, Jr. and Edwin H. Welch, Ph.D. None of the individuals who served as a member of the Compensation Committee during 2015 was at any time an officer or an employee of BB&T or any of its subsidiaries or had any relationship with us requiring disclosure under SEC regulations.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 67


~~Compensation of Executive Officers~~

C~~OMPENSATION~~OF E~~XECUTIVE~~ O~~FFICERS~~

~~2015 SUMMARY~~ C~~OMPENSATION~~ T~~ABLE~~

Name and
Principal Position
⁽¹⁾
(a)
Year
Salary
($)

Stock
Awards
⁽²⁾⁽³⁾
($)

Option
Awards
⁽²⁾⁽⁴⁾
($)

Non-Equity
Incentive
Plan
Compensation
⁽⁵⁾
($)

Change in
Pension
Value &
Non-Qualified
Deferred
Compensation
Earnings
⁽⁶⁾
($)

All Other
Compensation
⁽⁷⁾
($)
Total
($)
(b) (c) (d) (e) (f) (g) (h) (i)
Kelly S. King
2015    1,056,250    2,583,019    591,499    4,096,763 3,070,931 298,430
11,696,892
Chairman and Chief
2014    1,000,000    2,050,870    559,998    3,400,276 6,803,966 303,653
14,118,763
Executive Officer
2013    996,250    1,984,529    557,897    4,058,587 4,040,976 355,386
11,993,625
Christopher L. Henson
2015    691,250    1,069,201    241,938    1,741,055 1,173,107 136,024
5,052,575
Chief Operating Officer
2014    665,000    852,383    232,747    1,350,812 2,863,816 142,711
6,107,469
2013    661,250    823,258    231,437    1,713,520    593,804 160,939
4,184,208
Ricky K. Brown
2015    691,250    1,069,201    241,938    1,741,055 1,574,421 136,024
5,453,889
Senior Executive Vice
2014    665,000    852,383    232,747    1,350,812 3,561,848 142,711
6,805,501
President and President,
Community Banking
2013    661,250    823,258    231,437    1,713,520    951,910 158,914
4,540,289
Clarke R. Starnes III
2015    582,500    810,227    184,069    1,308,360 1,139,457 109,304
4,133,917
Senior Executive Vice
2014    560,000    648,063    176,959    1,071,738 2,794,286 114,974
5,366,020
President and Chief
Risk Officer
2013    557,500    626,646    176,166    1,356,240    867,220 129,045
3,712,817
Daryl N. Bible
2015    582,500    810,227    184,069    1,308,360    408,120 109,304
3,402,580
Senior Executive Vice
2014    560,000    648,063    176,959    1,071,738    647,239 114,974
3,218,973
President and Chief
Financial Officer
2013    557,500    626,646    176,166    1,356,240    220,843 145,229
3,082,624

~~(1)~~

~~In accordance with SEC regulations, the listed positions are those held as of December 31, 2015.~~

~~(2)~~

The amounts in column (d) and (e) reflect the dollar amount of fair value of the restricted stock unit and stock option awards, respectively, received in each year. The assumptions used in the calculation of these amounts for awards granted in 2015, 2014, and 2013 are included in Note 10 “Shareholders’ Equity” in the “Notes to Consolidated Financial Statements” included within BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. As discussed in the Compensation Discussion and Analysis, the outstanding restricted stock units and stock options remain subject to vesting criteria and accordingly, the NEO may never receive any value from such award.

~~(3)~~

~~The grant date fair value of the restricted stock unit awards and the corresponding number of restricted stock units for each of the last three years are as follows:~~


~~Name~~	~~Date of~~ ~~Grant~~	~~Restricted Stock~~ ~~Units (#)~~	~~Per Unit Grant~~ ~~Date Fair~~ ~~Value ($)~~	~~Grant Date Fair Value ($)~~
~~Kelly S. King~~	~~12/31/2015~~ ~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~13,620~~ ~~61,904~~ ~~59,653~~ ~~74,188~~	~~$33.48~~ ~~$34.36~~ ~~$34.38~~ ~~$26.75~~	~~455,998~~ ~~2,127,021~~ ~~2,050,870~~ ~~1,984,529~~
~~Christopher L. Henson~~	~~12/31/2015~~ ~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~5,950~~ ~~25,320~~ ~~24,793~~ ~~30,776~~	~~$33.48~~ ~~$34.36~~ ~~$34.38~~ ~~$26.75~~	~~199,206~~ ~~869,995~~ ~~852,383~~ ~~823,258~~
~~Ricky K. Brown~~	~~12/31/2015~~ ~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~5,950~~ ~~25,320~~ ~~24,793~~ ~~30,776~~	~~$33.48~~ ~~$34.36~~ ~~$34.38~~ ~~$26.75~~	~~199,206~~ ~~869,995~~ ~~852,383~~ ~~823,258~~
~~Clarke R. Starnes III~~	~~12/31/2015~~ ~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~4,430~~ ~~19,264~~ ~~18,850~~ ~~23,426~~	~~$33.48~~ ~~$34.36~~ ~~$34.38~~ ~~$26.75~~	~~148,316~~ ~~661,911~~ ~~648,063~~ ~~626,646~~
~~Daryl N. Bible~~	~~12/31/2015~~ ~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~4,430~~ ~~19,264~~ ~~18,850~~ ~~23,426~~	~~$33.48~~ ~~$34.36~~ ~~$34.38~~ ~~$26.75~~	~~148,316~~ ~~661,911~~ ~~648,063~~ ~~626,646~~

68 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation of Executive Officers~~

~~(4)~~

~~The grant date fair value of option awards to the NEOs with the corresponding number of stock options for each of the last three years are as follows:~~


~~Name~~	~~Date of Grant~~		~~Stock Options (#)~~	~~Per Option~~ ~~Grant Date~~ ~~Fair Value ($)~~	~~Grant Date Fair Value ($)~~
~~Kelly S. King~~		~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~120,714~~ ~~71,611~~ ~~101,806~~	~~$4.90~~ ~~$7.82~~ ~~$5.48~~	~~591,499~~ ~~559,998~~ ~~557,897~~
~~Christopher L. Henson~~		~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~49,375~~ ~~29,763~~ ~~42,233~~	~~$4.90~~ ~~$7.82~~ ~~$5.48~~	~~241,938~~ ~~232,747~~ ~~231,437~~
~~Ricky K. Brown~~		~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~49,375~~ ~~29,763~~ ~~42,233~~	~~$4.90~~ ~~$7.82~~ ~~$5.48~~	~~241,938~~ ~~232,747~~ ~~231,437~~
~~Clarke R. Starnes III~~		~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~37,565~~ ~~22,629~~ ~~32,147~~	~~$4.90~~ ~~$7.82~~ ~~$5.48~~	~~184,069~~ ~~176,959~~ ~~176,166~~
~~Daryl N. Bible~~		~~2/24/2015~~ ~~2/25/2014~~ ~~2/26/2013~~	~~37,565~~ ~~22,629~~ ~~32,147~~	~~$4.90~~ ~~$7.82~~ ~~$5.48~~	~~184,069~~ ~~176,959~~ ~~176,166~~

~~(5)~~

Column (f) contains Annual Incentive Award and LTIP payments, as indicated in the following table. Column (f) also includes the cash payment under the Merger Incentive. Payments under each award occur when specific performance measures are achieved, as described in the “Compensation Discussion and Analysis” section above, rather than upon the date of grant.

   2015 Information ($)    2014 Information ($) 2013 Information ($)

Name 2015 Annual
Incentive
Award 2013-2015
LTIP Merger
Incentive 2014 Annual
Incentive
Award 2012-2014
LTIP 2013 Annual
Incentive
Award 2011-2013
LTIP
Kelly S. King
1,572,160 2,009,603 515,000    1,614,638 1,785,638 2,002,861 2,055,726
Christopher L. Henson
   685,921    830,134 225,000       613,562    737,250    759,644    953,876
Ricky K. Brown
   685,921    830,134 225,000       613,562    737,250    759,644    953,876
Clarke R. Starnes III
   511,316    629,544 167,500       516,684    555,054    640,456    715,784
Daryl N. Bible
   511,316    629,544 167,500       516,684    555,054    640,456    715,784

~~(6)~~

The amounts listed in column (g) are attributable to changes in the present value of the benefits under the BB&T Corporation Pension Plan and the BB&T Corporation Non-Qualified Defined Benefit Plan, as applicable, for each of the NEOs. The benefits the NEOs, including Mr. King, receive are calculated in the same manner as all plan participants. Mr. King’s increase in 2014 relative to the other listed years is primarily driven by his years of service, age, compensation and accounting changes regarding mortality tables and discount rates. Due to Mr. King’s long tenure, he receives the maximum credit for years of service under the plans. Additionally, Mr. King would receive his retirement benefits immediately upon retirement. Consistent with all plan participants, the calculations for these benefits generally reference the highest levels of compensation over a five-year consecutive period in the ten-year period before retirement.

~~(7)~~

The detail relating to “All Other Compensation” for 2015 found in column (h) to the Summary Compensation Table is set forth in the “Narrative to 2015 Summary Compensation Table”, which follows.

~~BB&T Corporation~~ | ~~2016 Proxy Statement~~ 69


~~Compensation of Executive Officers~~

N~~ARRATIVE~~ TO ~~2015 SUMMARY~~ C~~OMPENSATION~~ T~~ABLE~~

The following narrative focuses on NEO compensation for 2015. For a discussion that focuses on compensation for 2014 and 2013, please refer to the proxy statements for the annual meeting of shareholders that occurred on April 28, 2015 and April 29, 2014, respectively. Copies of prior years’ proxy statements are available for review on the SEC’s website at www.sec.gov.

~~All Other Compensation.~~ ~~The detail relating to the “All Other Compensation” for 2015 found in column (h) to the 2015 Summary Compensation Table is as follows:~~

C~~OMPONENTS~~OF ALL O~~THER~~ C~~OMPENSATION~~

  Name    401(k) Match⁽¹⁾($)    NQDC Match⁽²⁾($)
  Kelly S. King
   15,900    282,529
  Christopher L. Henson
   15,900    120,124
  Ricky K. Brown
   15,900    120,124
  Clarke R. Starnes III
   15,900      93,404
  Daryl N. Bible
   15,900      93,404

~~(1)~~

~~BB&T’s matching contribution under the BB&T Corporation 401(k) Savings Plan on behalf of the applicable NEO.~~

~~(2)~~

~~BB&T’s matching contribution to the BB&T Corporation Non-Qualified Defined Contribution Plan on behalf of the applicable NEO.~~

~~Compensation Program.~~ As indicated in the 2015 Summary Compensation Table, salary as a percentage of total annual compensation (set forth in column (i) of the 2015 Summary Compensation Table) for each of the NEOs in 2015 were as follows: Mr. King—9.0%; Mr. Henson—13.7%; Mr. Brown—12.7%; Mr. Starnes—14.1%; and Mr. Bible—17.1%.

~~Perquisites.~~~~Pursuant to SEC rules, we have not reported perquisites to NEOs because the value of the perquisites, in aggregate, is less than $10,000.~~

~~Change in Pension Value and Non-Qualified Deferred Earnings.~~ For information regarding the formula for calculation of the pension values, see the discussion included in the “Narrative to 2015 Pension Benefits Table” below. Eligible associates are permitted to defer a percentage (up to 50% in 2015) of their cash compensation under the Non-Qualified Defined Contribution Plan. All cash compensation is eligible for deferral unless otherwise limited by Code Section 409A. Plan participants may select from deemed investment funds under the Non-Qualified Defined Contribution Plan that are identical to the investment funds offered in the BB&T Corporation 401(k) Savings Plan (the “401(k) Plan”) with the exception that no deemed investments in BB&T common stock are permitted. Participants make an election upon entering the plan regarding the timing of plan distributions. The two allowable distribution elections are distribution upon termination or distribution upon reaching age 65. The Non-Qualified Defined Contribution Plan also allows for an in-service hardship withdrawal based on facts and circumstances that meet Internal Revenue Service guidelines.

~~401(k) Plan.~~ The BB&T 401(k) Plan is maintained to provide a means for most associates of BB&T and its subsidiaries to defer and save a percentage (up to 50% in 2015, subject to IRS limitations) of their annual cash compensation on a pre-tax basis for retirement. The 401(k) Plan provides for BB&T to match 100% of a participant’s deferrals up to 6% of his or her compensation. Our contributions to each of the NEOs during 2015 under the 401(k) Plan are included under the “All Other Compensation” column in the 2015 Summary Compensation Table above.

~~Employment Agreements.~~ We and our wholly owned subsidiary, Branch Bank, have entered into employment agreements with each member of Executive Management, including each NEO. The employment agreements generally provide a 36 month term that is automatically extended monthly for an additional month, absent contrary

70 ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~


~~Compensation of Executive Officers~~

notice by either party. The employment agreements provide that the NEOs are guaranteed minimum annual salaries equal to their current annual base salaries and continued participation in incentive compensation plans that BB&T or Branch Bank may from time to time extend to its similarly situated officers. During the term of the employment agreements, each NEO is entitled to participate in and receive, on the same basis as other similarly situated officers of BB&T and Branch Bank, pension and welfare benefits and other benefits such as sick leave, vacation, group disability and health, life and accident insurance and similar non-cash compensation that BB&T or Branch Bank may from time to time extend to its officers.

For a discussion of the potential payments that would be provided to each of the NEOs under their respective employment agreements in the event of such NEO’s termination, including in connection with a Change of Control, please refer to the “Potential Payments Upon Termination or Change of Control” section below. ~~For a further discussion of the employment agreements of our NEOs, please see “Employment Agreements” within Section 4 of the Compensation Discussion and Analysis.~~

BB&T Corporation | ~~2016~~2017 Proxy Statement 7167


Compensation of Executive Officers

~~2015~~2016 GRANTSOFOf PLAN-BASED AWARDS


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards^(3)(4)(5)						Estimated Future Payouts Under Equity Incentive Plan Awards⁽⁶⁾				Exercise or Base Price of Option Awards ($/Sh)⁽⁷⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽⁸⁾			Estimated Future Payouts Under Non-Equity Incentive Plan Awards^(2)(3)(4)						Estimated Future Payouts Under Equity Incentive Plan Awards⁽⁵⁾				Exercise or Base Price of Option Awards ($/Sh)⁽⁶⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽⁷⁾
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)		Maximum (#)	Exercise or Base Price of Option Awards ($/Sh)⁽⁷⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽⁸⁾		Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)		Maximum (#)			Grant Date Fair Value of Stock and Option Awards ($)⁽⁷⁾
(a)	(b)	(c)		(d)		(e)		(f)	(g)		(h)	(k)		(l)		(b)	(c)		(d)		(e)		(f)	(g)		(h)	Exercise or Base Price of Option Awards ($/Sh)⁽⁶⁾	(k)		(l)
Kelly S. King
Stock Options	2/24/2015									120,714			38.22		591,499	2/23/2016									155,555			$32.10		601,998
Restricted Stock Units	2/24/2015									61,904					2,127,021	2/23/2016									75,015					2,122,925
Annual Incentive Award	2/24/2015		308,953		2,059,688		2,574,610									2/23/2016		314,438		2,096,250		2,620,313
2015-2017 LTIP⁽¹⁾	2/24/2015		884,011		1,768,021		2,210,026
Merger Incentive⁽²⁾	12/31/2015				515,000					13,620					455,998
2016-2018 LTIP⁽¹⁾																2/23/2016		711,208		1,778,021		2,222,526
Christopher L. Henson
Stock Options	2/24/2015									49,375			38.22		241,938	2/23/2016									63,307			$32.10		244,998
Restricted Stock Units	2/24/2015									25,320					869,995	2/23/2016									30,529					863,971
Annual Incentive Award	2/24/2015		134,794		898,625		1,123,281									2/23/2016		136,500		910,000		1,137,500
2015-2017 LTIP⁽¹⁾	2/24/2015		360,349		720,697		900,871
Merger Incentive⁽²⁾	12/31/2015				225,000					5,950					199,206
2016-2018 LTIP⁽¹⁾																2/23/2016		289,445		723,613		$904,516
Ricky K. Brown
Stock Options	2/24/2015									49,375			38.22		241,938	2/23/2016									63,307			$32.10		244,998
Restricted Stock Units	2/24/2015									25,320					869,995	2/23/2016									30,529					863,971
Annual Incentive Award	2/24/2015		134,794		898,625		1,123,281									2/23/2016		136,500		910,000		1,137,500
2015-2017 LTIP⁽¹⁾	2/24/2015		360,349		720,697		900,871
Merger Incentive⁽²⁾	12/31/2015				225,000					5,950					199,206
2016-2018 LTIP⁽¹⁾																2/23/2016		289,445		723,613		904,516
Clarke R. Starnes III
Stock Options	2/24/2015									37,565			38.22		184,069	2/23/2016									48,175			$32.10		186,437
Restricted Stock Units	2/24/2015									19,264					661,911	2/23/2016									23,232					657,466
Annual Incentive Award	2/24/2015		100,481		669,875		837,344									2/23/2016		101,775		678,500		848,125
2015-2017 LTIP⁽¹⁾	2/24/2015		273,332		546,663		683,329
Merger Incentive⁽²⁾	12/31/2015				167,500					4,430					148,316
2016-2018 LTIP⁽¹⁾																2/23/2016		219,565		548,913		686,141
Daryl N. Bible
Stock Options	2/24/2015									37,565			38.22		184,069	2/23/2016									48,175			$32.10		186,437
Restricted Stock Units	2/24/2015									19,264					661,911	2/23/2016									23,232					657,466
Annual Incentive Award	2/24/2015		100,481		669,875		837,344									2/23/2016		101,775		678,500		848,125
2015-2017 LTIP⁽¹⁾	2/24/2015		273,332		546,663		683,329
Merger Incentive⁽²⁾	12/31/2015				167,500					4,430					148,316
2016-2018 LTIP⁽¹⁾																2/23/2016		219,565		548,913		686,141
Barbara F. Duck
Stock Options																2/23/2016									37,998			$32.10		147,052
Restricted Stock Units																2/23/2016									18,324					518,569
Annual Incentive Award																2/23/2016		76,063		507,083		633,854
2016-2018 LTIP⁽¹⁾																2/23/2016		178,919		447,297		559,121
Donna C. Goodrich
Stock Options																2/23/2016									37,998			$32.10		147,052
Restricted Stock Units																2/23/2016									18,324					518,569
Annual Incentive Award																2/23/2016		76,063		507,083		633,854
2016-2018 LTIP⁽¹⁾																2/23/2016		178,919		447,297		559,121

(1)

LTIP awards are a component of the 2012 Incentive Plan. LTIP awards may be paid in the form of cash or stock at the discretion of the Compensation Committee. However, since 1996 awards have been paid only in cash. For that reason, LTIP awards are disclosed under the “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” columns of this table. When the threshold, target and maximum payments were established in ~~2015~~2016 for the LTIP, such payments were based on each executive’s base salary for ~~2015~~2016 with assumptions made for increases in base salary for subsequent years in the performance cycle. The actual payment, if any, will be based on the actual average salary over the three-year performance cycle. For a discussion of the LTIP target award opportunities, please see the Compensation Discussion and Analysis. For our 2016-2018 LTIP, any payouts will be subject to reduction based on TSR percentile performance relative to our peer group TSR for the three-year performance period.

(2)

The Merger Incentive was adopted on 6/23/2015 and at such time the Compensation Committee retained the discretion to pay the awards in cash, equity or a combination of the two, as well as the ability to reduce the payments, if any. The Compensation Committee met on 12/31/2015 and approved Merger Incentive payouts at the full award opportunity (no reduction was applied) in the form of 50% cash and 50% RSUs. Accordingly, the cash portion of the Merger Incentive amount is presented under column (d) and the RSU portion is presented under column (g). Please see the Compensation Discussion and Analysis for additional details on the Merger Incentive.

~~(3)~~

The amounts shown in column (c) reflect the minimum payment level possible under the applicable award. For the Annual Incentive Award, the minimum payment is 15% of the target amount, which is presented in column (d). For the LTIP, the minimum payment is ~~50%~~40% of the target amount, which is presented in column (d). Please see the Compensation Discussion and Analysis for additional details on the structure of the LTIP and Annual Incentive Award.

~~(4)~~(3)

The amounts shown in column (d) reflect the target payment level under the applicable award. Please see the Compensation Discussion and Analysis for additional detail on the structure of the LTIP and Annual Incentive Award.

~~(5)~~(4)

The amounts shown in column (e) reflect the maximum payment level possible under the applicable award. For the Annual Incentive Award and the LTIP, the maximum payment is 125% of the target amount, which is presented in column (d). Please see the Compensation Discussion and Analysis for additional detail on the structure of the LTIP and Annual Incentive Award.

~~(6)~~(5)

If the performance criteria applicable to ~~2015~~2016 RSUs and stock option awards are not met, up to 100% of the unvested portion of the award is subject to forfeiture.

~~(7)~~(6)

In accordance with the 2012 Incentive Plan, the option exercise price is the closing price of BB&T Common Stock on the date of grant.

~~(8)~~(7)

This column reflects the grant date fair value, computed in accordance with SEC rules, of stock options and restricted stock units granted in ~~2015.~~2016. Please refer to ~~Notes (2), (3) and (4)~~Note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards.

N~~ARRATIVE~~ TO ~~2015 GRANTS~~ OF P~~LAN~~-B~~ASED~~ A~~WARDS~~ T~~ABLE~~

For a discussion of the awards presented in the 2015 Grants of Plan-Based Awards table and the material terms of the awards, please refer to “Section 2—2015 Executive Compensation Program and Pay Decisions.”

7268 BB&T Corporation | ~~2016~~2017 Proxy Statement


Compensation of Executive Officers

~~2015~~2016 OUTSTANDING EQUITY AWARDSAT FISCAL YEAR-END

   OPTION AWARDS    STOCK AWARDS
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
(#)

Equity
Incentive Plan
Awards:
market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
OPTION AWARDS STOCK AWARDS
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
(#)

Equity
Incentive Plan
Awards:
market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Kelly S. King
~~116,290~~ 126,294 ~~39.73~~ ~~2/21/2016~~ ~~54,705~~ ⁽⁵⁾ ~~2,068,396~~ ~~4,946~~ ⁽⁶⁾ ~~187,008~~
~~126,294~~ 44.15 2/20/2017 ~~19,784~~ ⁽⁶⁾ ~~748,033~~ ~~39,771~~ ⁽⁷⁾ ~~1,503,742~~
~~162,415~~ ~~34.29~~ ~~2/26/2018~~ ~~61,904~~19,886 ⁽⁸⁾⁽⁴⁾ ~~2,340,590~~935,040
~~46,216~~ ~~16.88~~ ~~2/24/2019~~ ~~13,620~~ ⁽⁹⁾ ~~514,972~~
164,062 27.75 2/23/2020 41,270 ⁽⁵⁾ 1,940,515
126,372 27.73 2/22/2021 13,620 ⁽⁶⁾ 640,412
180,789 30.09 2/21/2022 75,015 ⁽⁷⁾ 3,527,205
101,806 30.08 2/26/2023
~~126,372~~ 47,738 23,873 ⁽¹⁾ ~~27.73~~ 37.55 2/~~22/2021~~ 25/2024
~~135,591~~ ~~45,198~~ ⁽¹⁾40,237 ~~30.09~~ ~~2/21/2022~~
~~67,871~~ ~~33,935~~80,477 ⁽²⁾ ~~30.08~~ ~~2/26/2023~~
~~23,867~~ ~~47,744~~ ⁽³⁾ ~~37.55~~ ~~2/25/2024~~
0 ~~120,714~~ ⁽⁴⁾ 38.22 2/24/2025
~~Christopher L. Henson~~
~~34,887~~ ~~39.73~~ ~~2/21/2016~~ ~~22,324~~ ⁽⁵⁾ ~~844,070~~ ~~2,052~~ ⁽⁶⁾ ~~77,586~~
~~52,362~~ ~~44.15~~ ~~2/20/2017~~ ~~8,208~~ ⁽⁶⁾ ~~310,344~~ ~~16,529~~ ⁽⁷⁾ ~~624,961~~
~~73,295~~ ~~34.29~~ ~~2/26/2018~~ ~~25,320~~ ⁽⁸⁾ ~~957,349~~
~~71,875~~ ~~27.75~~ ~~2/23/2020~~ ~~5,950~~ ⁽⁹⁾ ~~224,970~~
~~57,010~~ ~~27.73~~ ~~2/22/2021~~
~~55,332~~ ~~18,444~~ ⁽¹⁾ ~~30.09~~ ~~2/21/2022~~
~~28,155~~ ~~14,078~~ ⁽²⁾ ~~30.08~~ ~~2/26/2023~~
~~9,920~~ ~~19,843~~ ⁽³⁾ ~~37.55~~ ~~2/25/2024~~
0 ~~49,375~~ ⁽⁴⁾ ~~38.22~~ ~~2/24/2025~~
~~Ricky K. Brown~~
~~34,887~~ ~~39.73~~ ~~2/21/2016~~ ~~22,324~~ ⁽⁵⁾ ~~844,070~~ ~~2,052~~ ⁽⁶⁾ ~~77,586~~
~~52,362~~ ~~44.15~~ ~~2/20/2017~~ ~~8,208~~ ⁽⁶⁾ ~~310,344~~ ~~16,529~~ ⁽⁷⁾ ~~624,961~~
~~73,295~~ ~~34.29~~ ~~2/26/2018~~ ~~25,320~~ ⁽⁸⁾ ~~957,349~~
~~71,062~~ ~~27.75~~ ~~2/23/2020~~ ~~5,950~~ ⁽⁹⁾ ~~224,970~~
~~57,010~~ ~~27.73~~ ~~2/22/2021~~
~~55,332~~ ~~18,444~~ ⁽¹⁾ ~~30.09~~ ~~2/21/2022~~
~~28,155~~ ~~14,078~~ ⁽²⁾ ~~30.08~~ ~~2/26/2023~~
~~9,920~~ ~~19,843~~ ⁽³⁾ ~~37.55~~ ~~2/25/2024~~
0 ~~49,375~~ ⁽⁴⁾ ~~38.22~~ ~~2/24/2025~~
~~Clarke R. Starnes III~~
~~7,329~~ ~~39.73~~ ~~2/21/2016~~ ~~16,993~~ ⁽⁵⁾ ~~642,505~~ ~~1,562~~ ⁽⁶⁾ ~~59,059~~
~~36,635~~ ~~44.15~~ ~~2/20/2017~~ ~~6,248~~ ⁽⁶⁾ ~~236,237~~ ~~12,567~~ ⁽⁷⁾ ~~475,158~~
~~21,447~~ ~~27.73~~ ~~2/22/2021~~ ~~19,264~~ ⁽⁸⁾ ~~728,372~~
~~42,118~~ ~~14,040~~ ⁽¹⁾ ~~30.09~~ ~~2/21/2022~~ ~~4,430~~ ⁽⁹⁾ ~~167,498~~
~~21,431~~ ~~10,716~~ ⁽²⁾ ~~30.08~~ ~~2/26/2023~~
~~7,542~~ ~~15,087~~ ⁽³⁾ ~~37.55~~ ~~2/25/2024~~
0 ~~37,565~~ ⁽⁴⁾ ~~38.22~~ ~~2/24/2025~~
~~Daryl N. Bible~~
~~101,902~~ ~~36.22~~ ~~1/31/2018~~ ~~16,993~~ ⁽⁵⁾ ~~642,505~~ ~~1,562~~ ⁽⁶⁾ ~~59,059~~
~~44,293~~ ~~34.29~~ ~~2/26/2018~~ ~~6,248~~ ⁽⁶⁾ ~~236,237~~ ~~12,567~~ ⁽⁷⁾ ~~475,158~~
~~42,118~~ ~~14,040~~ ⁽¹⁾ ~~30.09~~ ~~2/21/2022~~ ~~19,264~~ ⁽⁸⁾ ~~728,372~~
~~21,431~~ ~~10,716~~ ⁽²⁾ ~~30.08~~ ~~2/26/2023~~ ~~4,430~~ ⁽⁹⁾ ~~167,498~~
~~7,542~~ ~~15,087~~ ⁽³⁾ ~~37.55~~ ~~2/25/2024~~
0 155,555 ⁽³⁾ 32.10 2/23/2026
Christopher L. Henson
52,362 44.15 2/20/2017 ~~37,565~~8,264 ⁽⁴⁾ 388,573
71,875 27.75 ~~38.22~~2/23/2020 16,881 ⁽⁵⁾ 793,745
57,010 27.73 2/22/2021 5,950 ⁽⁶⁾ 279,769
73,776 30.09 2/21/2022 30,529 ⁽⁷⁾ 1,435,474
42,233 30.08 2/26/2023
19,841 9,922 ⁽¹⁾ 37.55 2/25/2024
16,458 32,917 ⁽²⁾ 38.22 2/24/2025
0 63,307 ⁽³⁾ 32.10 2/23/2026
Ricky K. Brown
71,062 27.75 2/23/2020
57,010 27.73 2/22/2021
73,776 30.09 2/21/2022
42,233 30.08 2/26/2023
29,763 ⁽⁸⁾ 37.55 2/25/2024
49,375 ⁽⁸⁾ 38.22 2/24/2025
63,307 ⁽⁸⁾ 32.10 2/23/2026
Clarke R. Starnes III
36,635 44.15 2/20/2017 6,283 ⁽⁴⁾ 295,427
21,447 27.73 2/22/2021 12,843 ⁽⁵⁾ 603,878
56,158 30.09 2/21/2022 4,430 ⁽⁶⁾ 208,299
32,147 30.08 2/26/2023 23,232 ⁽⁷⁾ 1,092,369
15,085 7,544 ⁽¹⁾ 37.55 2/25/2024
12,521 25,044 ⁽²⁾ 38.22 2/24/2025
0 48,175 ⁽³⁾ 32.10 2/23/2026
Daryl N. Bible
101,902 36.22 1/31/2018 6,283 ⁽⁴⁾ 295,427
56,158 30.09 2/21/2022 12,843 ⁽⁵⁾ 603,878
32,147 30.08 2/26/2023 4,430 ⁽⁶⁾ 208,299
15,085 7,544 ⁽¹⁾ 37.55 2/25/2024 23,232 ⁽⁷⁾ 1,092,369
12,521 25,044 ⁽²⁾ 38.22 2/24/2025
0 48,175 ⁽³⁾ 32.10 2/23/2026
Barbara F. Duck
41,077 44.15 2/20/2017 4,276 ⁽⁴⁾ 201,058
54,138 34.29 2/26/2018 9,060 ⁽⁵⁾ 426,001
36,875 27.75 2/23/2020 2,909 ⁽⁶⁾ 136,781
28,505 27.73 2/22/2021 18,324 ⁽⁷⁾ 861,594
36,455 30.09 2/21/2022
21,587 30.08 2/26/2023
10,263 5,133 ⁽¹⁾ 37.55 2/25/2024
8,833 17,667 ⁽²⁾ 38.22 2/24/2025
0 37,998 ⁽³⁾ 32.10 2/23/2026
Donna C. Goodrich
36,635 44.15 2/20/2017 4,276 ⁽⁴⁾ 201,058
46,642 34.29 2/26/2018 9,060 ⁽⁵⁾ 426,001
36,875 27.75 2/23/2020 2,909 ⁽⁶⁾ 136,781
28,505 27.73 2/22/2021 18,324 ⁽⁷⁾ 861,594
36,455 30.09 2/21/2022
21,587 30.08 2/26/2023
10,263 5,133 ⁽¹⁾ 37.55 2/25/2024
8,833 17,667 ⁽²⁾ 38.22 2/24/2025
0 37,998 ⁽³⁾ 32.10 2/23/2026

BB&T Corporation | ~~2016~~2017 Proxy Statement    7369
Compensation of Executive Officers

(1) Stock options ~~awarded in 2012 that vest at the rate of 25%/year, with vesting dates of 2/21/2013, 2/21/2014, 2/21/2015 and 2/21/2016.~~
~~(2)~~ ~~Stock options awarded in 2013 that~~ vest at the rate of 33 1/3%~~/year, with vesting dates of 2/26/2014, 2/26/2015 and 2/26/2016.~~
~~(3)~~ ~~Stock options awarded in 2014 that vest at the rate of 33 1/3%/~~ per year, with vesting dates of 2/25/2015, 2/25/2016 and 2/25/2017 subject to satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the stock options is subject to forfeiture. For the ~~2015~~2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
~~(4)~~(2) Stock options ~~awarded in 2015 that~~ vest at the rate of 33 1/3%/ per year, with vesting dates of 3/15/2016, 3/15/2017 and 3/15/2018 subject to satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the stock options is subject to forfeiture. For the ~~2015~~2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
~~(5)~~(3) ~~Restricted stock units awarded in 2012 that vest 100% on 2/21/2016; market value as of 12/31/2015 was $37.81 per share.~~
~~(6)~~ ~~Performance-based restricted stock units awarded in 2013 that~~Stock options vest at the rate of 33 1/3%/ per year, with vesting dates of ~~2/26/2014, 2/26/2015~~3/15/2017, 3/15/2018 and ~~2/26/2016,~~3/15/2019 subject to ~~the~~ satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria ~~applicable to restricted stock unit awards~~ are not met, ~~once during the three-year vesting period, 20%~~up to 100% of the unvested portion of the ~~award~~stock options is subject to forfeiture. ~~Accordingly and pursuant to SEC rules, 20% of the restricted stock units are shown under column (i), with the remaining 80% presented under column (g).~~ For the ~~2015~~2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
~~(7)~~(4) Performance-based restricted stock units ~~awarded in 2014 that~~ vest at the rate of 33 1/3%/ per year, with vesting dates of 2/25/2015, 2/25/2016 and 2/25/2017, subject to the satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the restricted stock units is subject to forfeiture. For the ~~2015~~2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
~~(8)~~(5) Performance-based restricted stock units ~~awarded in 2015 that~~ vest at the rate of 33 1/3%/ per year, with vesting dates of 3/15/2016, 3/15/2017 and 3/15/2018, subject to the satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the restricted stock units is subject to forfeiture. For the ~~2015~~2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
~~(9)~~(6) Performance-based restricted stock units ~~awarded under the Merger Incentive on 12/31/15 that~~ vest at the rate of 33 1/3%/ per year, with vesting dates of 2/15/2017, 2/15/2018 and 2/15/2019, subject to the satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the restricted stock units is subject to forfeiture. For the 2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
(7) Performance-based restricted stock units vest at the rate of 33 1/3% per year, with vesting dates of 3/15/2017, 3/15/2018 and 3/15/2019, subject to the satisfaction of a performance-based vesting condition at the end of each year. If the performance criteria are not met, up to 100% of the unvested portion of the restricted stock units is subject to forfeiture. For the 2016 fiscal year, the Compensation Committee determined that the performance criteria had been met.
(8) Upon Mr. Brown’s retirement, all unvested stock options and outstanding RSUs vested on December 15, 2016.
OPTION EXERCISESAND STOCK VESTEDIN ~~2015~~2016⁽¹⁾

      Option Awards    Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)

Value Realized on
Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized on
Vesting⁽²⁾
($)
Kelly S. King
   N/A    N/A    264,908    10,600,457
Christopher L. Henson
   27,027    618,256    115,696      4,630,200
Ricky K. Brown
   26,110    592,164    114,858      4,595,825
Clarke R. Starnes III
   68,088    519,452      85,091      3,402,996
Daryl N. Bible
   49,631    635,149      85,091      3,402,996
Option Awards Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)

Value Realized on
Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized on
Vesting⁽²⁾
($)
Kelly S. King
   208,631    1,562,322    119,954    3,920,543
Christopher L. Henson
     73,295       274,548      49,288    1,610,811
Ricky K. Brown
   125,657       439,196      49,288    1,610,811
Clarke R. Starnes III
   N/A    N/A      37,508    1,225,822
Daryl N. Bible
     44,293       168,109      37,508    1,225,822
Barbara F. Duck
     29,976       596,939      25,080       820,101
Donna C. Goodrich
   N/A    N/A      25,080       820,101

(1) SEC rules require that this table include information for option exercises and stock award vestings that occurred during ~~2015.~~2016. This table presents gross share amounts, without accounting for cashless exercises or shares withheld upon vesting for payment of taxes.
(2) Based on the ~~$38.19~~$32.38 closing price of BB&T’s common stock on February ~~20, 2015, $38.22~~19, 2016, $32.00 on February 24, ~~2015, $38.34~~2016, $32.49 on February 25, ~~2015,~~2016, and ~~$41.02~~$34.38 on ~~June 19, 2015,~~March 14, 2016, the trading days immediately prior to the vesting dates.

7470    BB&T Corporation | ~~2016~~2017 Proxy Statement
Compensation of Executive Officers

~~2015~~2016 PENSION BENEFITS⁽¹⁾

Name    Plan Name⁽²⁾    Number of Years
Credited Service⁽³⁾
(#)    Present Value of
Accumulated Benefit
($)    Payments During
Last Fiscal Year
($)    Plan Name⁽²⁾    Number of Years
Credited Service⁽³⁾
(#)    Present Value of
Accumulated Benefit
($)    Payments During
Last Fiscal Year
($)
Kelly S. King
   Q    35      1,673,163    0    Q    35      1,743,044    0
   NQ    35    27,285,545    0
NQ
   35    30,405,311    0
Christopher L. Henson
   Q    31         899,518    0    Q    32      1,029,431    0
   NQ    31      7,290,966    0
NQ
   32      9,136,733    0
Ricky K. Brown
   Q    35      1,285,565    0    Q    35      1,407,454    0
   NQ    35    10,225,886    0
NQ
   35    12,231,761    0
Clarke R. Starnes III
   Q    34      1,036,187    0    Q    35      1,179,525    0
   NQ    34      6,553,969    0
NQ
   35      8,115,405    0
Daryl N. Bible
   Q    8         232,134    0    Q    9         289,527    0
   NQ    8      1,476,085    0
NQ
   9      2,002,436    0
Barbara F. Duck
   Q    29         728,814    0

NQ
   29      3,318,084    0
Donna C. Goodrich
   Q    32         957,497    0

NQ
   32      4,318,725    0

(1) The ~~2015~~2016 Pension Benefits table shows the estimated present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, determined using the measurement date, interest rate and mortality rate assumptions consistent with those used in BB&T’s financial statements. For these purposes, the credited years of service and present value of accumulated benefits were measured as of December 31, ~~2015.~~2016.
(2) Q = BB&T Corporation Pension Plan.
     NQ = BB&T CorporationNon-Qualified Defined Benefit Plan.
(3) Each plan limits the years of credited service to a maximum of 35 years. ~~Mr. King and Mr. Brown, respectively, have 43 and 38 years of service to BB&T.~~
NARRATIVETO ~~2015~~2016 PENSION BENEFITS TABLE
We maintain the BB&T Corporation Pension Plan (the “Pension Plan”) and the BB&T CorporationNon-Qualified Defined Benefit Plan (the ~~“Non-Qualified~~“Non-Qualified Defined Benefit Plan”). For a discussion of the valuation methods and material assumptions applied in quantifying the present value of the current accrued benefit under each of these plans, as set forth in the table above, please refer to Note 13 “Benefit Plans” in the “Notes to Consolidated Financial Statements” included with the Annual Report on Form10-K for the year ended December 31, ~~2015,~~2016, and filed with the SEC on February ~~25, 2016.~~21, 2017. A discussion of each of these plans is set forth below.
Tax-Qualified Defined Benefit Plan. The Pension Plan is atax-qualified defined benefit pension plan for eligible associates. Most associates of BB&T and its subsidiaries who have attained age 21 are eligible to participate in the Pension Plan after completing one year of service. Our contributions to the Pension Plan are computed on an actuarial basis. No participant contributions are permitted. A participant’s annual normal retirement benefit under the Pension Plan at age 65 is an amount equal to 1.0% of the participant’s final average compensation plus ~~.5%~~0.5% of the participant’s final average compensation in excess of Social Security covered compensation, multiplied by the number of years of creditable service completed up to a maximum of 35 years. A participant’s final average compensation is his or her average annual cash compensation, including salary, wages, overtime, bonuses and incentive compensation, for the five consecutive years in the last ten years in which he or she receives compensation that produces the highest average.
Non-Qualified Defined Benefit Plan. TheNon-Qualified Defined Benefit Plan is an excess benefit plan designed to provide supplemental pension benefits for certain highly compensated associates, including the NEOs, to the extent that their benefits under the Pension Plan are curtailed due to IRS compensation and benefit limitations. Benefits under theNon-Qualified Defined Benefit Plan are included in the table above.

BB&T Corporation | 2017 Proxy Statement    71
Compensation of Executive Officers
Early Retirement. Mr. King, Mr. Brown, Mr. Henson and Mr. Starnes have met the requirements for early retirement under the Pension Plan and theNon-Qualified Defined Benefit Plan; Mr. ~~Henson~~Bible, Mrs. Duck and ~~Mr. Bible~~Mrs. Goodrich currently are not eligible for early retirement. Associates with at least 10 years of service who have attained age 55 are eligible to retire
~~BB&T Corporation~~ | ~~2016 Proxy Statement~~    75
~~Compensation of Executive Officers~~
and begin receiving a reduced pension immediately. If an associate begins pension payments prior to normal retirement age, the payments are reduced based on a plan-specified reduction schedule.
~~2015~~2016 NON-QUALIFIED DEFERRED COMPENSATION

Name
Executive
Contributions
in 2015
($)⁽¹⁾

BB&T
Contributions
in 2015
($)⁽²⁾

Aggregate
Earnings
in 2015
($)⁽³⁾

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
12/31/2015
($)⁽⁴⁾

Executive
Contributions
in 2016
($)⁽¹⁾

BB&T
Contributions
in 2016
($)⁽²⁾

Aggregate
Earnings
in 2016
($)⁽³⁾

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
12/31/2016
($)⁽⁴⁾

Kelly S. King
282,529    282,529    29,999    0      7,217,514    263,644 263,644 220,769 0    7,965,570
Christopher L. Henson
208,706    120,124    121,030    0      2,805,747    203,606 117,063 141,978 0    3,268,394
Ricky K. Brown
120,124    120,124    10,984    0      1,525,532    115,058 115,058 16,458 0    1,772,107
Clarke R. Starnes III
109,522    93,404    68,906    0      1,340,596    103,160 87,952 73,187 0    1,604,896
Daryl N. Bible
214,289    93,404    (44,114 ) 0      1,846,605    203,383 87,952 181,447 0    2,319,387
Barbara F. Duck
60,698 60,698 116,485 0    1,332,557
Donna C. Goodrich
60,698 60,698 77,682 0    973,489

(1) Executive contributions were based on each NEO’s deferral elections and the salaries, Annual Incentive Award ~~LTIP~~ and ~~the cash Merger Incentive~~LTIP payments received by each NEO in ~~2015.~~2016.
(2) This column represents BB&T’s matching contributions credited to the accounts of the NEOs during ~~2015~~2016 in respect of the NEO’s contributions. These values are also reflected in the “All Other Compensation” column of the ~~2015~~2016 Summary Compensation Table.
(3) This column reflects earnings or losses on plan balances in ~~2015.~~2016. Earnings may increase or decrease depending on the performance of the elected deemed investment options. These earnings are not above-market or preferential and thus are not reported in the ~~2015~~2016 Summary Compensation Table.
(4) This column represents each NEO’syear-end balance under theNon-Qualified Defined Contribution Plan. These balances include the NEO’s and BB&T’s respective contributions that were included in the summary compensation tables in previous years. Amounts in this column include earnings that were not previously reported in the summary compensation table because they were not above-market or preferential earnings.
NARRATIVE TO ~~2015~~2016 NON-QUALIFIED DEFERRED COMPENSATION TABLE
The BB&T CorporationNon-Qualified Defined Contribution Plan (the ~~“Non-Qualified~~“Non-Qualified Defined Contribution Plan”) is an excess benefit plan that provides supplemental benefits to certain highly-compensated associates, including the NEOs, to the extent that their benefits under the 401(k) Plan are curtailed due to the application of certain IRS benefit and compensation limitations. During ~~2015,~~2016, eligible associates were permitted to defer up to 50% of their cash compensation under theNon-Qualified Defined Contribution Plan, with certain participants, including each NEO, eligible to receive a matching contribution up to 6% of his or her compensation. All cash compensation is eligible for deferral unless prohibited under Code Section 409A. Plan participants may select deemed investment funds under theNon-Qualified Defined Contribution Plan that are identical to the investment funds offered under the 401(k) Plan with the exception that no deemed investments of BB&T common stock are permitted. Participants make an election upon entering theNon-Qualified Defined Contribution Plan regarding the timing of plan distributions. The two allowable distribution elections are distribution upon termination or distribution upon reaching age 65. TheNon-Qualified Defined Contribution Plan also allows for anin-service hardship withdrawal based on facts and circumstances that meet Internal Revenue Service guidelines. TheNon-Qualified Defined Contribution Plan also provides participants in our incentive compensation plans with an effective means of electing to defer, on apre-tax basis, a portion of the payments that they are entitled to receive under such plans.

7672    BB&T Corporation | ~~2016~~2017 Proxy Statement
Compensation of Executive Officers

Potential Payments Upon Termination or Change of Control

The potential payments to the NEOs pursuant to existing plans and arrangements in the event of their termination or a change of control at December 31, ~~2015~~2016 are shown in the table below. BB&T has entered into employment agreements with each member of Executive Management, including each of the NEOs. Several of the important provisions of these employment agreements are discussed in the ~~“Compensation Discussion and Analysis” and the~~ “Narrative to ~~2015~~2016 Summary Compensation Table” above, including the noncompetition and nonsolicitation conditions, which generally are a prerequisite to receiving termination payments under the employment agreements.

   Voluntary /
Retirement
($)    For
Cause
($)    Death
($)    Other than Just Cause
or for Good Reason
($)    Change of
Control
($) Voluntary /
Retirement
($) For
Cause
($) Death
($) Other than Just Cause
or for Good Reason
($) Change of
Control
($)
Kelly King

Kelly S. King

Severance
   —       —       —       14,468,007       14,468,007    — — — 15,865,408 15,865,408
LTIP (1)
   —       —       —       —       3,669,603    — — — — 3,797,500
Acceleration of Equity (2) (3)
   7,986,401       —       7,986,401       7,986,401       7,986,401    10,298,329 — 10,298,329 10,298,329 10,298,329
Welfare Benefits (4)
   —       —       —       18,865       18,865    — — — 39,292 39,292
Outplacement
   —       —       —       20,000       20,000    — — — 20,000 20,000
Reduction Per Employment Agreement (5)
   —       —       —       —       —    — — — — —










Total    7,986,401       —       7,986,401       22,493,273       26,162,876    10,298,329 — 10,298,329 26,223,029 30,020,529










Chris Henson

Christopher L. Henson

Severance
   —       —       —       7,869,713       7,869,713    — — — 7,869,713 7,869,713
LTIP (1)
   —       —       —       —       1,512,634    — — — — 1,553,854
Acceleration of Equity (2) (3)
   —       —       3,295,651       3,295,651       3,295,651    4,225,731 — 4,225,731 4,225,731 4,225,731
Welfare Benefits (4)
   —       —       —       19,254       19,254    — — — 31,943 31,943
Outplacement
   —       —       —       20,000       20,000    — — — 20,000 20,000
Reduction Per Employment Agreement (5)
   —       —       —       —       (5,513,572 ) — — — — —










Total
   —       —       3,295,651       11,204,618       7,203,680    4,225,731 — 4,225,731 12,147,387 13,701,241










Ricky Brown

Ricky K. Brown

Severance
— — — — —
LTIP (1)
— — — — —
Acceleration of Equity (6)
4,215,666 — — — —
Welfare Benefits
— — — — —
Outplacement
— — — — —
Reduction Per Employment Agreement
— — — — —

Total 4,215,666 — — — —

Clarke R. Starnes III

Severance
   —       —       —       7,859,963       7,859,963    — — — 6,351,454 6,351,454
LTIP (1)
   —       —       —       —       1,512,634    — — — — 1,178,438
Acceleration of Equity (2) (3)
   3,295,651       —       3,295,651       3,295,651       3,295,651    3,210,572 — 3,210,572 3,210,572 3,210,572
Welfare Benefits (4)
   —       —       —       19,254       19,254    — — — 36,490 36,490
Outplacement
   —       —       —       20,000       20,000    — — — 20,000 20,000
Reduction Per Employment Agreement (5)
   —       —       —       —       (560,226 ) — — — — —










Total    3,295,651       —       3,295,651       11,194,868       12,147,276    3,210,572 — 3,210,572 9,618,516 10,796,954










BB&T Corporation | ~~2016~~2017 Proxy Statement    7773
Compensation of Executive Officers

   Voluntary /
Retirement
($)    For
Cause
($)    Death
($)    Other than Just Cause
or for Good Reason
($)    Change of
Control
($) Voluntary /
Retirement
($) For
Cause
($) Death
($) Other than Just Cause
or for Good Reason
($) Change of
Control
($)
Clarke Starnes

Daryl N. Bible

Severance
   —       —       —       6,351,454       6,351,454    — — — 6,351,454 6,351,454
LTIP (1)
   —       —       —       —       1,147,044    — — — — 1,178,438
Acceleration of Equity (2) (3)
   2,503,976       —       2,503,976       2,503,976       2,503,976    — — 3,210,572 3,210,572 3,210,572
Welfare Benefits (4)
   —       —       —       19,254       19,254    — — — 32,079 32,079
Outplacement
   —       —       —       20,000       20,000    — — — 20,000 20,000
Reduction Per Employment Agreement (5)
   —       —       —       —       (207,000 ) — — — — (1,924,238 )










Total    2,503,976       —       2,503,976       8,894,684       9,834,728    — — 3,210,572 9,614,105 8,868,305










Daryl Bible

Barbara F. Duck

Severance
   —       —       —       6,351,454       6,351,454    — — — 4,295,019 4,295,019
LTIP (1)
   —       —       —       —       1,147,044    — — — — 869,507
Acceleration of Equity (2) (3)
   —       —       2,503,976       2,503,976       2,503,976    — — 2,396,443 2,396,443 2,396,443
Welfare Benefits (4)
   —       —       —       19,254       19,254    — — — 30,820 30,820
Outplacement
   —       —       —       20,000       20,000    — — — 20,000 20,000
Reduction Per Employment Agreement (5)
   —       —       —       —       (4,136,575 ) — — — — (1,603,356 )










Total    —       —       2,503,976       8,894,684       5,905,153    — — 2,396,443 6,742,282 6,008,433










Donna C. Goodrich

Severance
— — — 4,295,640 4,295,640
LTIP (1)
— — — — 869,507
Acceleration of Equity (2) (3)
— — 2,396,443 2,396,443 2,396,443
Welfare Benefits (4)
— — — 32,080 32,080
Outplacement
— — — 20,000 20,000
Reduction Per Employment Agreement (5)
— — — — (1,322,399 )

Total — — 2,396,443 6,744,163 6,291,271

(1) Following termination due to retirement, death or other than just cause or good reason, LTIP payments remain subject to the Corporation’s actual performance; therefore, no amounts are shown for these scenarios. Following a change of control, the NEO is entitled to LTIP payments, prorated through the date of the change of control. The amounts shown above include actual payments for the ~~2013-2015~~2014-2016 LTIP cycle and projected pro rata payments for the two outstanding three-year LTIP cycles that have not been completed as of December 31, ~~2015,~~2016, assuming that the Corporation’s performance criteria are met at 100% of the NEO’s target opportunity and such payment being prorated through the date of the change of control.
(2) Value computed for each stock option grant by multiplying (i) the difference between (a) ~~$37.81,~~$47.02, the closing market price of a share of our common stock on December 31, ~~2015,~~2016, and (b) the exercise price per share for that option grant by (ii) the number of shares subject to ~~that~~each option that ~~vest. Stock options with exercise prices less than $37.81 are not included.~~vests.
(3) Value determined by multiplying the number of RSUs that vest by ~~$37.81,~~$47.02, the closing market price of a share of our common stock on December 31, ~~2015.~~2016.
(4) Amounts include life, medical and ~~medical~~disability benefits to be paid under the applicable employment agreement.
(5) The amount reflects the reduction to the NEO’s payments such that payments are not deemed as “excess parachute payments” under Code Section 280G, as amended. For NEOs who are retirement eligible, amounts related to LTIP and acceleration of equity are not included in the calculation of excess parachute payments.
(6) Ricky Brown retired on December 15, 2016. The value computed for each stock option grant is determined by multiplying (i) the difference between (a) $46.96, the closing market price of a share of our common stock on December 15, 2016, and (b) the exercise price per share for each option grant by (ii) the number of shares subject to each option that vested. The RSU value is determined by multiplying the number of RSUs that vest by $46.96, the closing market price of a share of our common stock on December 15, 2016.

7874    BB&T Corporation | ~~2016~~2017 Proxy Statement
Compensation of Executive Officers

NARRATIVETO POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEOF CONTROL TABLE
Amounts shown in the table above assume the NEO terminates employment on December 31, ~~2015,~~2016, and are estimates of the amounts the NEO would receive upon termination. The actual amounts to be paid can only be determined at the time of a NEO’s termination of employment. The amounts reported above do not include amounts that would be provided to a NEO under plans and arrangements that are generally available to all salaried ~~employees.~~associates. The amounts listed above also do not include amounts reported in the ~~“2015~~“2016 Pension Benefits” and ~~“2015~~“2016 Nonqualified Deferred Compensation” tables.
Voluntary Termination or Retirement. Upon voluntary termination by a NEO, any unvested awards and benefits (that are not subject to acceleration due to the NEO’s retirement eligibility) would be forfeited. Messrs. King, ~~Brown~~Henson and Starnes are over 55 years of age, have more than 10 years of service with the Corporation and are “retirement eligible.” Therefore, upon the end of their employment with the Corporation each would generally be entitled to accelerated vesting of outstanding unvested equity awards.
Termination forJustCause. If the Corporation or Branch Bank terminates a NEO’s employment for “Just Cause,” the NEO will not have the right to receive any compensation or other benefits under the employment agreement for any period after such termination other than compensation that is earned but unpaid, unreimbursed expenses, and accrued and vested benefits.
Payments Made Upon Death.In the event of the death of any of any of our NEOs, the Corporation and Branch Bank will use their best efforts to accelerate vesting of any unvested benefits to which the NEO may be entitled under any stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plans.
Termination for Other than Just Cause or Voluntary Termination for Good Reason. If a NEO’s employment is terminated by the Corporation or Branch Bank other than for “Just Cause,” the officer will be entitled to receive monthly payments of cash compensation (including salary and bonuses) equal toone-twelfth of the highest annual amount of such compensation over the past three years, for officers other than Mr. King, and the officer will also receive ~~employee~~associate welfare benefits, including health care, and outplacement services, for the full three year term (or, for officers other than Mr. King, until age 65 if that is a shorter period). For Mr. King, the amount of severance benefits due, if any, is determined by reference to Mr. King’s average annual cash compensation for the three years prior to the year of termination rather than by reference to the highest such year of cash compensation.
In addition, if any of the NEOs’ employment is terminated by the Corporation or Branch Bank other than for “Just Cause,” the Corporation and Branch Bank will use their best efforts to accelerate vesting of any unvested benefits to which the NEO may be entitled under any stock-based or other benefit plan or arrangement to the extent permitted by the terms of such plans. The receipt by any of the NEOs of payments and other benefits under his employment agreement is subject to compliance with the noncompetition and nonsolicitation provisions of the applicable employment agreement, which are described above under the heading “Narrative to ~~2015~~2016 Summary Compensation Table—Employment Agreements” and any requiredsix-month delay. Voluntary termination by a NEO for “Good Reason” would result in the same payouts to the NEO as described above for a termination for other than “Just Cause.”
Change of Control. The employment agreements of NEOs, other than Mr. King, provide that if a NEO’s employment is terminated by the NEO or the Corporation for any reason (other than for “Just Cause” or on account of the death of the NEO) within twelve months after a “Change of Control” of the Corporation, the NEO will be entitled to receive the termination compensation and the other benefits described above under column titled, “Change of Control” in the table above. However, in the event of a termination in connection with a “Change of Control,” the NEO generally will not be required to comply with the noncompetition and nonsolicitation ~~provisions of the applicable employment agreement. Mr. King’s employment agreement, as amended in~~

BB&T Corporation | ~~2016~~2017 Proxy Statement    7975
Compensation of Executive Officers

~~December 2012,~~provisions of the applicable employment agreement. Mr. King’s employment agreement requires, in reference to “Change of Control”, that a termination by Mr. King be a termination for “Good Reason” or that a termination by the Corporation or Branch Bank be without “Just Cause” in order for Mr. King to receive such compensation and benefits.
A “Change of Control” is generally deemed to have occurred under the employment agreements if:

(a) any person or group acquires 20% or more of the voting securities of the Corporation;

(b) during anytwo-year period, persons who were directors of the Corporation at the beginning of thetwo-year period cease to constitute at leasttwo-thirds of the Corporation’s Board of Directors;

(c) the shareholders of the Corporation approve any merger, share exchange or consolidation of the Corporation with another company that would result in less than 60% of the voting securities outstanding after the transaction being held by persons who were shareholders of the Corporation immediately prior to the transaction;

(d) the shareholders of the Corporation approve a plan of complete liquidation or an agreement for the sale or disposition of substantially all of the Corporation’s assets; or

(e) any other event occurs that the Corporation’s Board of Directors determines should constitute a Change of Control.
In addition, for the NEOs other than Mr. King, the Corporation’s Board of Directors can determine, in its discretion, that a transaction constitutes a “Merger of Equals,” even though one or more of the above definitions of a “Change of Control” is met, and, upon such determination, the applicable individual will not be entitled to terminate his or her employment agreement voluntarily and receive continued salary and benefits unless “Good Reason” exists.

8076    BB&T Corporation | ~~2016~~2017 Proxy Statement
Compensation of Directors

COMPENSATIONOF DIRECTORS
~~2015~~2016 DIRECTOR COMPENSATION TABLE

Name
(a)⁽¹⁾

Fees Earned or
Paid in Cash
($)(b)

Stock Awards
($)(c)⁽²⁾⁽³⁾

Total
($)(d)

Fees Earned or
Paid in Cash
($)(b)

Stock Awards
($)(c)⁽²⁾⁽³⁾

Total
($)(d)
Jennifer S. Banner
     94,500      97,865      192,365 121,500   106,994 228,494
K. David Boyer, Jr.
     87,000      97,865      184,865 99,000 106,994 205,994
Anna R. Cablik
     113,500        97,865      211,365 114,000   106,994 220,994
Ronald E. Deal
     109,500        97,865      207,365
James A. Faulkner
     98,000      97,865      195,865 103,000   106,994 209,994
I. Patricia Henry
     87,000      97,865      184,865 88,500 106,994 195,494
John P. Howe III, M.D.
     112,500        97,865      210,365
Eric C. Kendrick
     103,500        97,865      201,365 99,000 106,994 205,994
Louis B. Lynn, Ph.D.
     103,500        97,865      201,365 93,000 106,994 199,994
Edward C. Milligan
     93,000      97,865      190,865 93,000 106,994 199,994
Charles A. Patton
     94,500      97,865      192,365 121,500   106,994 228,494
Nido R. Qubein
     91,500      97,865      189,365 93,000 106,994 199,994
William J. Reuter
     40,000      —              40,000 99,000 106,994 205,994
Tollie W. Rich, Jr.
     97,500      97,865      195,365 93,000 106,994 199,994
Christine Sears
     37,000      —              37,000 87,000 106,994 193,994
Thomas E. Skains
     108,000        97,865      205,865 121,500   106,994 228,494
Thomas N. Thompson
     85,500      97,865      183,365 88,500 106,994 195,494
Edwin H. Welch, Ph.D.
     96,000      97,865      193,865 108,000   106,994 214,994
Stephen T. Williams
     102,000        97,865      199,865 111,000   106,994 217,994

(1) Kelly S. King is not included in this table because during ~~2015~~2016 he was an employee of the Corporation and therefore received no compensation for his service as a director. The compensation received by Mr. King as an employee of the Corporation is shown in the ~~2015~~2016 Summary Compensation Table above. Edward C. Milligan and ~~discussed in the Compensation Discussion and Analysis. Ronald E. Deal and John P. Howe III, M.D.~~Edwin H. Welch, Ph.D. retired from the Board, effective December 31, 2015. We have included information on Mr. Deal and Dr. Howe for 2015 in compliance with SEC rules. William J. Reuter and Christine Sears joined the Board effective August 1, 2015 and received a prorated annual retainer, as well as applicable fees for meetings attended after joining the Board.2016.
(2) In February ~~2015,~~2016, each then servingnon-employee director received ~~2,616~~3,426 restricted stock units with a grant date fair value of ~~$37.41~~$31.23 for each unit. The amounts in column (c) reflect the grant date fair value for restricted stock unit awards for the fiscal year ended December 31, ~~2015.~~2016. The assumptions used in the calculation of these amounts for awards granted in ~~2015~~2016 are included in Note 10 “Shareholders’ Equity” in the “Notes to Consolidated Financial Statements” included within BB&T’s Annual Report on Form10-K for the fiscal year ended December 31, ~~2015.~~2016.

BB&T Corporation | ~~2016~~2017 Proxy Statement    8177
Compensation of Directors

(3) The outstanding stock options and RSUs held by each director as of December 31, ~~2015~~2016 were as follows:

Name
Stock Options
(#)

RSUs
(#)

Stock Options
(#)

RSUs
(#)
Jennifer S. Banner
     25,792      3,344   7,893 1,647
K. David Boyer, Jr.
       7,506      3,344   7,506 1,647
Anna R. Cablik
     31,469      3,344 25,697 1,647
Ronald E. Deal
     31,969             0
James A. Faulkner
              0      2,762 — 1,647
I. Patricia Henry
              0      2,762 — 1,647
John P. Howe III, M.D.
     31,969             0
Eric C. Kendrick
              0      2,762 — 1,647
Louis B. Lynn, Ph.D.
              0      2,762 — 1,647
Edward C. Milligan
              0      2,762 — —
Charles A. Patton
              0      2,762 — 1,647
Nido R. Qubein
     31,969      3,344 25,697 1,647
William J. Reuter
     44,735             0 35,280 —
Tollie W. Rich, Jr.
              0      2,762 — 1,647
Christine Sears
       1,058             0   1,058 —
Thomas E. Skains
       7,506      3,344   7,506 1,647
Thomas N. Thompson
     21,025      3,344 21,025 1,647
Edwin H. Welch, Ph.D.
              0      3,344 — —
Stephen T. Williams
     21,025      3,344 21,025 1,647
Stock options were a part of the director compensation program through 2011. Since 2012, director equity awards were made exclusively in the form of RSUs. Directors Sears and Reuter’s stock options were converted into BB&T stock options from their pre-existing Susquehanna stock options holdings. All Susquehanna stock options were converted into BB&T stock options at the time of the Susquehanna merger.
NARRATIVETO ~~2015~~2016 DIRECTOR COMPENSATION TABLE
The director compensation shown in the table above reflects total compensation paid to each director for service ~~on the Board of BB&T and Branch Bank. Each non-management director is compensated for his or her role~~ as a joint ~~members~~member on the Boards of BB&T and Branch ~~Banking and Trust Company.~~Bank. A director who is also an ~~employee~~associate of BB&T or its subsidiaries is not eligible to receive any retainer or fees for service on the Board of Directors.
In ~~2015, each of~~2016, ournon-management directors ~~received:~~received the following fees:

Amount of Retainer Position
  ~~$60,000~~$60,000

•  Eachnon-management director
  ~~$15,000~~$15,000

•  Chair of the Audit Committee
•  Chair of the Compensation Committee
• ~~Chair of the Risk Committee~~
•  ~~Lead Director~~
  ~~$10,000~~
•  Chair of the Executive Committee
•  Chair of the Nominating and Corporate Governance Committee
  ~~$5,000~~
•  Chair of the ~~Trust~~Risk Committee ~~of Branch Bank~~
•  Lead Director
  ~~$1,500~~$10,000
•  Chair of Trust Committee
$1,500 for each Board and committee
meeting attended

•  Allnon-management directors and assigned committee members

8278    BB&T Corporation | ~~2016~~2017 Proxy Statement
Compensation of Directors

2016 Director Equity Awards
•   The Board approved $110,000 in equity-based compensation, issued in the form of RSUs that 100% vest at the end of the year.
•   If Board service is terminated due to disability or death, all unvested RSUs granted to anon-employee director would fully vest as of the date of disability or death.
•   If Board service is terminated for any other reason, any unvested RSUs outstanding as of the date of termination would be forfeited.
•   Upon a change of control, all unvested RSUs would become fully vested and a corresponding number of shares of BB&T common stock would be issuable to each director holding such RSUs.
~~Director Equity Awards~~. The Board of Directors provides equity awards to its non-management members as a way of further aligning the interests of the Board with those of the shareholders. Equity awards in 2015 were provided to non-employee directors as follows:Non-Employee
~~The Board approved $100,000 in equity-based compensation, issued in the form of RSUs that 100% vest at the end of the year;~~
~~Each RSU relates to a contingent share of our common stock that is not earned or issued until the vesting criteria are met; and~~
~~The calculation for compensation to be delivered to the Board is the same as for our associates, including our NEOs.~~
For RSUs that were granted in 2015, if a non-employee director’s Board service is terminated due to disability or death, all unvested RSUs granted to the director would fully vest as of the date of disability or death. All such RSUs would be issuable as shares of BB&T common stock. If Board service is terminated for any other reason, any RSUs granted in 2015 that are outstanding as of the date of termination would be forfeited. Upon a change of control, all unvested RSUs would become fully vested and a corresponding number of shares of BB&T common stock would be issuable to each director holding such RSUs.
~~Non-Employee~~ Directors’ Deferred Compensation Plan. We maintain the BB&T Amended and RestatedNon-Employee Directors’ Deferred Compensation ~~Plan (the “Directors’ Plan”). The Directors’ Plan~~Plan. This plan includes the Deferred CompensationSub-Plan which permits participatingnon-employee directors to defer 50% or 100% of their retainer ~~fees,~~or meeting fees ~~or both~~ into a deferred savings account. ~~Deferrals are credited with earnings based on the performance of certain investment funds selected by the participant.~~ Deferrals are fully vested at all times and are payable in cash ~~(in lump sum or in installments, at the election of the director)~~ upon termination of the director’s service on the Board (except for ~~hardship withdrawals~~ in limited circumstances).
Stock Ownership Guidelines. BB&T requiresnon-employee directors to ~~maintain~~hold or control an amount of common stock equal to 5x his or her annual retainer. ~~For purposes of calculating stock ownership, all shares of BB&T common stock held or controlled by the individual are considered.~~ Allnon-employee directors are expected to meet this ownership requirement by the later of (i) five years following his or her initial appointment as a director, or (ii) such period of time as it may take to reach the ownership requirement threshold by ~~continuously~~ holding ~~those~~ shares or RSUs granted by BB&T pursuant to our equity compensation arrangements. ~~Each non-employee director currently satisfies these guidelines.~~

~~Consulting Agreements~~. Mr. Deal and Dr. Qubein have executed consulting agreements with BB&T to provide business development consulting services for a period of ten years following their retirement. Each will receive a sum equal to the annual retainer paid to our directors in effect at the time they begin such service. Messrs. Deal and Qubein have agreed not to serve as directors of, or advisers to, businesses that compete with BB&T and its subsidiaries during the time they serve as our consultants. Mr. Deal retired from the Board effective December 31, 2015, and he has begun to receive payments.
BB&T Corporation | ~~2016~~2017 Proxy Statement    8379
~~Transactions With Executive Officers and Directors~~Proposal 4—Advisory Vote on the Frequency of “Say on Pay” Votes

PROPOSAL 4—ADVISORY VOTEONTHE FREQUENCYOF “SAYON PAY” VOTES
Under SEC rules, our shareholders may vote on an advisory, ornon-binding, resolution on how frequently they would like to cast an advisory vote on the compensation of our named executive officers. Under this proposal, you may vote to have a “say on pay” vote take place every year, every two years or every three years. You may also choose to abstain.
The Compensation Committee and the Board of Directors recognize the importance of receiving regular input from our shareholders on important issues such as executive compensation. As such, we believe that conducting an advisory vote on our executive compensationonan annual basis to be the most appropriate choice for our shareholders. Although your vote isnon-binding, we will strongly consider the views of our shareholders when determining how often to hold a “say on pay” vote.
THE BOARD RECOMMENDS A VOTE FOR “EVERY YEAR” UNDER
PROPOSAL 4—FREQUENCY OF “SAY ON PAY” VOTES.
80    BB&T Corporation | 2017 Proxy Statement
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
PROPOSAL 5—APPROVALOF AMENDMENTSTOTHE 2012 INCENTIVE PLAN,WHICH INCLUDE INCREASINGTHE NUMBEROF AUTHORIZED SHARES,AND RE-APPROVALOFTHE PLANFOR PURPOSESOF INTERNAL REVENUE CODE SECTION 162(m)
BACKGROUNDAND PURPOSEOFTHE PROPOSAL
The 2012 Incentive Plan currently provides for the issuance of 35,000,000 shares, of which approximately 12,915,000 shares remain available for grants as of February 28, 2017, and contains certain provisions, as further described below. At the annual meeting, shareholders will be asked to approve the amendment of the 2012 Incentive Plan primarily in order to:
increase the number of shares reserved for issuance by 6,200,000 shares;
eliminate the 20,000,000 share reserve limit;
add a fiscal year award limit of $500,000 for non-employee directors; and
modify the tax withholding provisions to reflect changes in accounting rules.
The amendment of the 2012 Incentive Plan was approved by the Board upon the recommendation of the Compensation Committee, on February 21, 2017. If the amendment of the 2012 Incentive Plan is approved by shareholders, the following changes will be made to the 2012 Incentive Plan:
Section 3.1(a) shall be amended to increase the shares available for issuance by 6,200,000 shares from 35,000,000 to 41,200,000, for a total of approximately 19,115,000 shares available for issuance as of February 28, 2017;
Section 3.1(b) shall be amended to eliminate the 20,000,000 share reserve for awards granted on or after April 25, 2017;
Section 3.2(b) shall be amended to provide a fiscal year award limit of $500,000 for non-employee directors;
Section 12.4(a) shall be amended to prohibit cash-outs of stock options and stock appreciation rights without shareholder approval;
Section 14.2 shall be amended to modify the tax withholding language to reflect changes in accounting rules;
Section 15.1 shall be amended to clarify that the definition of “Administrator” includes the delegation provisions of Section 13.3; and
Section 15.33 shall be amended to clarify language in the definition of “Performance Measures.”
In addition to seeking approval of amendments to the 2012 Incentive Plan described above, shareholders are also being asked to reapprove the material terms of the performance measures contained in the 2012 Incentive Plan, and which will remain intact in the 2012 Incentive Plan, for purposes of Section 162(m) of the Code. The approval sought includes approval of the corporate performance measures used for performance goals to which the payment of certain awards made under the 2012 Incentive Plan (as may be amended) may be tied in order to qualify those awards as performance-based compensation under Section 162(m) of the Code.
Section 162(m) of the Code imposes an annual deduction limit of $1 million of the amount of compensation paid to each of the Chief Executive Officer and the next three most highly compensated executive officers (excluding the principal financial officer). However, the $1 million deduction limit does not apply to “qualified performance-based compensation.” To be considered qualified performance-based compensation, awards under the 2012 Incentive Plan must be subject to performance measures. The material terms of the performance
BB&T Corporation | 2017 Proxy Statement    81
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
measures used for performance goals under which compensation may qualify as “performance-based compensation,” must be approved by shareholders within the five years preceding the award. Five years have passed since the 2012 approval of the 2012 Incentive Plan. Accordingly, Proposal 5 includes the concurrent re-approval by shareholders of the material terms of the performance measures of the 2012 Incentive Plan. If our shareholders reapprove these terms, the Compensation Committee will have the ability to make awards and payments under the 2012 Incentive Plan that qualify as tax-deductible performance-based compensation under Section 162(m) of the Code.
The full text of the 2012 Incentive Plan, as amended to reflect the changes described above, is attached asAnnex Bto this proxy statement, and the following description is qualified in its entirety by reference to that exhibit.
WHY SHAREHOLDERS SHOULD APPROVETHE 2012 INCENTIVE PLAN,ASAMENDED
The Board believes that the amendment of the 2012 Incentive Plan is necessary for the following reasons. First, with respect to the increase in the number of shares, it is necessary for us to have the ability to grant shares of our common stock in the form of restricted stock, restricted stock units, performance shares, performance units, and any other stock awards permitted under the 2012 Incentive Plan in order to attract and retain qualified employees and non-employee directors. The increase in shares will help BB&T achieve this goal. Second, with respect to the elimination of the 20,000,000 share reserve limit, we believe this simplifies the administration of our plan given the Compensation Committee’s decision to eliminate the use of stock options from our executive compensation program in 2017. Third, with respect to the amendments limiting annual awards to non-employee directors and prohibiting cash-outs of stock options and stock appreciation rights without shareholder approval, the Board believes that such amendments reflect enhanced governance and are necessary to better align the 2012 Incentive Plan with recognized market practices. Fourth, with respect to the remaining amendments, the Board believes that such amendments are appropriate to update and clarify the amended sections of the 2012 Incentive Plan. It is the judgment of the Board that the amendment of the 2012 Incentive Plan and the concurrent re-approval of the 2012 Incentive Plan, as amended, for purposes of Internal Revenue Code Section 162(m) is in the best interests of BB&T and its shareholders.
KEY FEATURESOFTHE 2012 INCENTIVE PLAN,ASAMENDED
The 2012 Incentive Plan contains a number of provisions that the Board believes are consistent with protecting the interests of our shareholders and sound corporate governance practices.
Limitation on Shares Issued Assuming shareholder approval of the Plan amendments, no more than 41,200,000 total shares of our common stock will be authorized for issuance.
No Annual “Evergreen” Provision The Plan authorizes a fixed number of shares of BB&T common stock, thereby requiring shareholder approval of any additional authorization of shares.
Awards Subject to Clawback The Administrator retains the right at all times to decrease or terminate all awards and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T.
82    BB&T Corporation | 2017 Proxy Statement
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
Annual Limit on Awards toNon-Employee Directors Assuming shareholder approval of the Plan amendments, the Plan establishes an annual limit on the dollar value of equity awards made to non-employee directors. In any calendar year, no non-employee director may be granted awards denominated in shares having an aggregate grant date fair market value in excess of $500,000.
Independent Committee The Plan will continue to be administered by the Compensation Committee of BB&T’s Board of Directors, except as it relates to non-employee director awards, which the full Board administers.
Transferability Except in the case of death, awards under the Plan generally are not transferable unless the Administrator determines otherwise.
Responsible Share Counting The Plan provides that any shares surrendered by a participant or withheld by us to pay the option price for an option or used to satisfy any tax withholding requirement in connection with the exercise, vesting or earning of an award would no longer be added back to the applicable share pool.
Judicious Use of Equity We are committed to the judicious use of equity awards and are mindful of ensuring that our equity compensation program does not overly dilute our existing shareholders. To illustrate, our dilution and run rates over the last three years are shown below.
BB&T EQUITY COMPENSATION KEY METRICS
The following tables show dilution and run rate. Dilution illustrates the diluted impact to earnings and voting power resulting from our equity compensation plans, assuming all shares underlying BB&T’s equity compensation plans become issued shares of BB&T common stock. As you review this information, you should consider that it is unlikely that all of the shares underlying equity awards would be issued for a number of reasons, including that shares underlying restricted stock units may be surrendered to satisfy tax withholding obligations and other similar factors. Run rate measures the annual usage of shares under our equity compensation plans.
Total Potential Dilution⁽¹⁾
5.6%
⁽¹⁾      Total Potential Dilution is calculated as of December 31, 2016 and represents the sum of shares available for future grant, shares subject to outstanding unexercised stock options and unvested RSUs, and the 6.2 million requested additional shares, divided by the sum of common shares outstanding, unexercised stock options, unvested RSUs, shares currently available for future grant, and the 6.2 million requested additional shares.
BB&T Corporation | 2017 Proxy Statement    83
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)

Year
   Run Rate⁽¹⁾

2016
   0.72%

2015
   0.54%

2014
   0.54%


3-year Average Run Rate
   0.60%

⁽¹⁾      Run rate represents all equity awards granted in the fiscal year indicated, divided by the number of BB&T’s common shares outstanding as of the end of that fiscal year, but excluding cash settled awards and awards assumed due to acquisitions.
We anticipate that our annual run rate in the near term will be generally consistent with recent years. Going forward, BB&T’s actual annual run rate will depend on, and be influenced by, a number of factors, including changes to the number of associates receiving equity awards, the price per share of BB&T’s common stock on the grant date, the methodology used to value and determine equity awards and the mix of award types provided to grant recipients.
SUMMARYOF 2012 INCENTIVE PLAN,AS AMENDED
The discussion that follows describes a number of important terms of the 2012 Incentive Plan to be approved by shareholders. The summary is subject, in all respects, to the actual terms of the 2012 Incentive Plan, as amended, which is attached asAnnex B.
Key Provisions Description
Eligible Participants
Employees, non-employee directors and independent contractors as selected by the Administrator of the 2012 Incentive Plan.
Plan Administration
The 2012 Incentive Plan is administered by the Compensation Committee of the Board of Directors of BB&T Corporation under delegation of the Board of Directors (the “Administrator”).
Plan Term
The term of the 2012 Incentive Plan is ten years from the date of shareholder approval on April 24, 2012.
Equity Award Types
Stock options, stock appreciation rights (SARs), phantom stock, restricted stock, restricted stock units and equity-settled performance awards.
Cash Award Types
Long-term incentive performance awards and annual incentive performance awards.
Shares Subject to the Plan
A maximum of 41,200,000 shares of BB&T Common Stock may be issued under the 2012 Incentive Plan, and the aggregate number of shares of BB&T Common Stock with respect to which incentive stock options may be granted under the Plan shall be 41,200,000 shares.
84    BB&T Corporation | 2017 Proxy Statement
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
Key Provisions Description
Full Value Shares Reserve
Full value awards (phantom stock, restricted stock, restricted stock units and equity-settled performance awards) are limited to 20 million shares in the aggregate. Each share underlying a full value award will reduce both the overall 35 million share cap and the 20 million full value share reserve by one share for every one share awarded. If the 20 million full value share reserve is met, each additional share underlying a full value award will count against the overall 35 million share cap at a ratio of three to one. Awards settled in cash will not count against the overall share cap or the full value share reserve.
Effect of Amendment: The 20 million full value share reserve described above will be eliminated with the amendment.
Limitations on Individual
Awards
In a given fiscal year, no individual may (a) be granted stock options (nonqualified & incentive stock options) and stock appreciation rights that are not related to stock options for more than 1 million shares of BB&T Common Stock; (b) receive shares of BB&T Common Stock pursuant to the grant of other awards (i.e., other than stock options and freestanding stock appreciation rights) for more than a total of 500,000 shares of BB&T Common Stock; or (c) receive awards paid in cash having an aggregate dollar value in excess of $15 million. The amendment provides a fiscal year award limit of $500,000 for non-employee directors.
Terms of Stock Options and
SARs
Term of the award will not exceed 10 years.
Terms of Performance
Measures
The 2012 Incentive Plan provides that performance goals for a performance period will be based upon one or more, or a combination of, on an absolute or relative basis, of the following objective performance measures (as determined by the Administrator in its discretion during the first 90 days of a performance period or such earlier time as required by applicable tax law):
•       Return measures
•       Earnings measures
•       Enterprise risk management measures
•       Internal or external regulatory capital, liquidity, risk or other regulatory-related requirements, expectations, goals or objectives
•       Market or market-related measures
•       Balance sheet measures
•       Expense measures
•       Cash flow
•       Product, consumer or market-related objectives
BB&T Corporation | 2017 Proxy Statement    85
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
Key Provisions Description
•       Off-balance sheet portfolio objectives
•       Strategic business goals and objectives
Please refer to Section 15.33 of the 2012 Incentive Plan for examples of what each performance measure may include.
Acceleration of Vesting Upon
Change in Control
In the event of a change in control, the payment of annual incentive performance awards may be accelerated at the sole discretion of the Administrator. Otherwise, individual award agreements, as approved by the Administrator, may provide for the acceleration of vesting of any award upon occurrence of a change in control event.
Transferability
Except in the case of death, awards under the 2012 Incentive Plan generally are not transferable unless the Administrator determines otherwise.
Clawback Provisions
The Administrator retains the right at all times to decrease or terminate all awards and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T.
Adjustments
The number of shares reserved for issuance under the 2012 Incentive Plan and the terms of awards may be adjusted by the Administrator in the event of an adjustment in the capital structure of the Corporation or a related entity (due to a merger, recapitalization, stock split, stock dividend, or similar event).
No Cash-Outs of Options or SARs
The 2012 Incentive Plan prohibits cash-outs of stock options and stock appreciation rights without shareholder approval.
Amendment and Termination
The 2012 Incentive Plan and awards may be amended or terminated at any time by the Board of Directors, subject to the following conditions: (a) shareholder approval is required of any 2012 Incentive Plan amendment if required by applicable law, rule or regulation; and (b) the option price for any outstanding option or base price of any outstanding SAR granted under the 2012 Incentive Plan may not be decreased after the date of grant, without shareholder approval. Additionally, except as otherwise provided in the 2012 Incentive Plan, an amendment or termination of an award may not materially adversely affect the rights of an award participant without the participant’s consent.
86    BB&T Corporation | 2017 Proxy Statement
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the principal federal (and not state or local) income tax consequences of awards granted under the 2012 Incentive Plan as of this time. This summary is general in nature and is not intended to cover all tax consequences that may apply to a particular participant or to the Corporation. For instance, this summary does not describe state or local tax consequences, nor does it discuss the provisions of Section 409A of the Code, to the extent an award is subject to this section and does not satisfy its requirements.
Nonqualified Stock Options No income or expense will be recognized by a participant or the Corporation at the time an option is granted. The exercise of a nonqualified stock option generally is a taxable event that requires the participant to recognize, as ordinary income, and the Corporation to deduct as an expense, the difference between the fair market value of the underlying shares and the option price.
Incentive Stock Options No income or expense will be recognized by a participant at the time an option is granted. No income or expense will be recognized upon the participant’s exercise of the option if certain holding periods and other incentive stock option requirements are met. Any further gain or loss will be capital and will be recognized upon the sale of the shares. The Corporation will have no expense deduction upon exercise of the option. Income will be recognized by the participant and deducted as an expense by the Corporation if he or she disposes of shares acquired under an incentive stock option before the holding periods are met.
Other Plan Awards
No income is recognized by a participant upon the grant of a SAR, but upon exercise of the SAR the participant generally must recognize income equal to any cash that is paid and the fair market value of any BB&T Common Stock that is received in settlement of the SAR.
A participant will recognize income on account of a restricted stock award once the shares are either transferable or not subject to a substantial risk of forfeiture. The amount of income recognized by the participant is equal to the fair market value of the BB&T Common Stock received on that date.
The federal income tax consequences of the award of restricted stock units, performance share awards, performance unit awards, phantom stock awards or dividend equivalents will depend on the conditions of the award. Generally, the grant of one of these awards does not result in taxable income to the participant or a tax deduction to BB&T. However, the participant will recognize ordinary compensation income at settlement of the award equal to any cash and the fair market value of any BB&T Common Stock received (determined as of the date that the award is not subject to a substantial risk of forfeiture or transferable). BB&T will generally be entitled to a compensation deduction at that time.
BB&T Corporation | 2017 Proxy Statement    87
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
Code Section 162(m)
The 2012 Incentive Plan is structured to comply with the requirements imposed by Code Section 162(m) and related regulations in order to preserve the Corporation’s tax deduction for awards made under the 2012 Incentive Plan to covered employees. Code Section 162(m) generally will not allow an employer to take a deduction for compensation paid to covered employees (generally, the NEOs, but excluding the Chief Financial Officer) of a publicly held corporation in excess of $1,000,000 unless the compensation is exempt from the $1,000,000 limitation because it qualifies as performance-based compensation.
In order to qualify as performance-based compensation for the purposes of Code Section 162(m), the compensation provided under the 2012 Incentive Plan to covered employees must be paid under pre-established objective performance goals and measures determined and certified by a committee comprised of outside directors. Within 90 days after the beginning of each performance period, the Compensation Committee will establish specific performance goals for the performance period. The performance goals are the specific targets and objectives established by the Committee under one or more, or a combination of, absolute or relative values or a percentage of any of the objective performance measures identified above in the Summary of 2012 Incentive Plan. Results against the performance goals will be determined and measured by an objective calculation method established by the Compensation Committee at the time of establishment of the performance goals; and the Committee may determine, at the time performance goals are established, that special items and other unusual or non-recurring items (including changes in tax law or accounting principles) will be excluded from the calculation of achievement of the performance goals. Since payment of performance-based compensation to covered employees is contingent upon the attainment of the pre-established performance goals, the Compensation Committee may not increase the amount of any performance-based compensation that is otherwise payable upon the achievement of the performance goals. However, the Compensation Committee may reduce or eliminate any performance-based compensation otherwise payable to a covered employee through the Committee’s exercise of negative discretion. In addition to other requirements for the performance-based compensation exception, shareholders must be advised of, and must approve, the performance measures and other material terms (or changes in material terms) for the performance goal(s) under which performance-based compensation is to be paid to covered employees. The 2012 Incentive Plan specifies the performance measures and other material terms that must be approved by BB&T’s shareholders; and approval of the 2012 Incentive Plan by the required vote of BB&T’s shareholders at the annual meeting is intended to constitute such approval.
88    BB&T Corporation | 2017 Proxy Statement
Proposal 5—Approval of Amendments to the 2012 Incentive Plan, which include Increasing the Number of Authorized Shares, andRe-Approval of the Plan for Purposes of Internal Revenue Code Section 162(m)
Approval of the amendment of the 2012 Incentive Plan requires the affirmative vote of a majority of the shares of BB&T’s common stock present, in person or by proxy, and entitled to vote at the annual meeting. If approved by shareholders, the amendment of the 2012 Incentive Plan will become effective upon approval. Approval of Proposal 5 by the required vote of BB&T’s shareholders shall also constitute approval for purposes of complying with the requirements of Internal Revenue Code Section 162(m). If the amendment of the 2012 Incentive Plan is not approved by shareholders, the 2012 Incentive Plan will continue in effect under its current terms and BB&T will not have sufficient shares available to issue further grants of BB&T’s common stock in future years beyond the remaining shares available for grants.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information concerning securities to be issued upon the exercise of outstanding equity-based awards as of December 31, 2016.

Plan Category
   (a)(1)

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
   (b)(2)

Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
   (c)(3)

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in (a))

Approved by security holders
   24,548,547    $ 33.35    16,626,809

Not approved by security holders⁽⁴⁾
   —    —    —




Total
   24,548,547    33.35    16,626,809




⁽¹⁾Includes 13,184,898 RSUs.
⁽²⁾      Excludes RSUs because they do not have an exercise price.
⁽³⁾      All awards remaining available for future issuance will be issued under the terms of the 2012 Incentive Plan.
⁽⁴⁾      Excludes 432,061 options outstanding with a weighted average exercise price of $37.42 for plans that BB&T will not make future awards under and were assumed in mergers and acquisitions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 5—APPROVAL OF AMENDMENTS TO THE 2012 INCENTIVE PLAN, WHICH INCLUDE INCREASING THE NUMBER OF AUTHORIZED SHARES, ANDRE-APPROVAL OF THE PLAN FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 162(m).
BB&T Corporation | 2017 Proxy Statement    89
Proposal 6—Shareholder Proposal Requesting the Elimination of Supermajority Voting Provisions in BB&T Corporation’s Articles and Bylaws
PROPOSAL 6—SHAREHOLDER PROPOSAL REQUESTINGTHE ELIMINATIONOF SUPERMAJORITY VOTING PROVISIONSIN BB&T CORPORATION’S ARTICLESAND BYLAWS
The following proposal was submitted by Kenneth Steiner of 14 Stoner Ave., 2M, Great Neck, NY 11021. Mr. Steiner owns at least 500 shares of our common stock.
RESOLVED, Shareholders request that our board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.
Shareowners are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner.
Currently a 1%-minority can frustrate the will of our 66%-shareholder majority. In other words a 1%-minority could have the power to prevent shareholders from improving our charter and bylaws.
Please vote to enhance shareholder value:
Simple Majority Vote—Proposal 6
Statement of the Board of Directors in Opposition to the Shareholder Proposal
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPONENTS’ PROPOSAL IS NOT IN THE BEST INTERESTS OF BB&T AND ITS SHAREHOLDERS AND RECOMMENDS A VOTE “AGAINST” PROPOSAL 6.
The Board of Directors does not support the proponent’s proposal because it believes that the limited supermajority voting provisions included in BB&T’s bylaws, such as annual director elections, and articles of incorporation, which are only applicable to preferred shareholders, are reasonable, appropriate and in the best interests of shareholders as a whole. In addition, adopting this proposal would allow fundamental corporate governance matters, such as annual director elections, to be altered without requiring a broad shareholder consensus.
SUMMARY
Under BB&T’s articles of incorporation and bylaws, approval of most matters submitted to a vote of our shareholders requires the vote of a simple majority (over 50%) of the shares present at a meeting and entitled to vote. However, as permitted by North Carolina law, our bylaws require a two-thirds vote from our common shareholders to amend a few fundamental corporate governance bylaw provisions, such as annual director elections, and our articles of incorporation include preferred stock provisions that require a two-thirds vote of preferred shareholders to approve certain matters/transactions that the preferred shares are entitled to vote on.
90    BB&T Corporation | 2017 Proxy Statement
Proposal 6—Shareholder Proposal Requesting the Elimination of Supermajority Voting Provisions in BB&T Corporation’s Articles and Bylaws
The supermajority voting requirements on these few essential matters serve to protect shareholder interests by ensuring that changes may only be made with strong shareholder support. Our limited supermajority voting provisions do not apply to a vast majority of the matters on which our shareholders may vote, and do not pose an obstacle to changes that are generally supported by shareholders.
BYLAWS
Our bylaws require a two-thirds vote from our common shareholders to amend only a few fundamental corporate governance bylaw provisions, including (a) director terms (currently annual elections), (b) board size (currently limited to between three and 25 members), (c) director removal (currently only for cause and only by a vote of shareholders), (d) board vacancies (vacancies, including vacancies not filled by shareholders, may be filled by a majority of the remaining directors, subject to specified limits) and (e) the amendment of the bylaws.
These supermajority voting requirements protect key bylaw provisions from arbitrary amendment and prevent a simple majority of shareholders from taking actions that may be harmful to other shareholders or making changes to bylaw provisions that are intended to protect all shareholders. When shareholders seek to alter the established procedures for annual director elections, to remove a director, fill a Board vacancy or seek to amend our bylaws, which could have a long-lasting effect on BB&T and its corporate governance, BB&T believes it is reasonable and appropriate to ensure that a broad consensus of shareholders agree that the change is prudent. Similarly, when shareholders seek to alter the established procedures to alter the classification and qualifications of our directors, it is also reasonable and appropriate to ensure a broad shareholder consensus, particularly because BB&T phased out the classification of our Board many years ago and moved to annual elections for all directors.
ARTICLES
Our articles of incorporation include preferred stock designations with respect to our outstanding Series D, Series E, Series F, Series G and Series H non-cumulative perpetual preferred stock that require a two-thirds vote from our preferred shareholders to approve certain matters/transactions that the preferred shares are entitled to vote on.
The supermajority provisions included in our articles of incorporation are exclusively limited to the terms of the five different series of preferred stock that BB&T issued to investors in offerings that raised aggregate proceeds of over $3.0 billion. The supermajority voting provisions included in the preferred stock designations do not diminish the voting rights of holders of common stock generally and do not further the management entrenchment concerns identified in the supporting statement to the proponent’s proposal. In fact, preferred shareholders are not entitled to vote with our common shareholders with respect to corporate matters, except with respect to (1) amendments to our articles of incorporation that would materially and adversely affect the rights of preferred shareholders’ respective classes of preferred stock, and (2) the issuance or authorization of any shares of preferred stock that is senior to the outstanding preferred stock. And only in these limited circumstances where the rights of preferred shareholders are at stake, is the consent of the holders of at least two-thirds of an affected series’ preferred shares required before such rights may be altered by common shareholders. These rights do not otherwise permit preferred shareholders to vote on the vast majority of operational or governance matters regarding BB&T and on which only common shareholders may vote, and are customary of, and necessary to induce investors to purchase, preferred stock instruments. Should BB&T determine it to be in BB&T’s and its shareholders’ best interests to issue similar securities in the future, BB&T must be able to agree to include customary market terms, such as the above referenced supermajority voting requirements, in order to be able to issue preferred stock. Approving the proponent’s proposal and requiring BB&T to take action to remove the supermajority provisions included in the outstanding preferred stock designations will likely impede BB&T’s future ability to access capital markets, which would be harmful to BB&T and its shareholders.
BB&T Corporation | 2017 Proxy Statement    91
Proposal 6—Shareholder Proposal Requesting the Elimination of Supermajority Voting Provisions in BB&T Corporation’s Articles and Bylaws
RECORDOF STRONG CORPORATE GOVERNANCE
Our Board of Directors believes that maintaining a strong corporate governance framework is essential to the success of BB&T. Our Nominating and Corporate Governance Committee and Board of Directors regularly consider corporate governance developments and recommend changes when appropriate to BB&T’s governing documents. Under the direction and recommendation of our Board, our articles and bylaws have been amended to provide for the annual election of all directors, majority voting for the election of directors, except in the event of a contested election, and proxy access. The Board believes that the implementation of this proposal would adversely impact our carefully considered corporate governance practices and, therefore, is not necessary or in the best interest of BB&T and its shareholders.
CONCLUSION
After careful consideration of this proposal, the Board believes that the limited supermajority voting provisions included in BB&T’s bylaws, such as annual director elections, and articles of incorporation, which are only applicable to preferred shareholders, are reasonable, appropriate and in the best interests of shareholders as a whole, and urges shareholders to vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL 6.
92    BB&T Corporation | 2017 Proxy Statement
Transactions With Executive Officers and Directors
TRANSACTIONS WITH EXECUTIVE OFFICERSAND DIRECTORS
Loans to Executive Officers and Directors

A number of our directors, members of Executive Management, including our NEOs, and their affiliates are customers of our bank ~~subsidiaries.~~subsidiary. All extensions of credit made to them are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and do not involve more than the normal risk of collectability or present other features unfavorable to the ~~lenders.~~lender.
Related Person Transactions

Pursuant to our Related Person Transactions Policy, ~~and Procedures,~~ it is our policy to ~~enter into~~approve or ratify ~~Related Person Transactions~~related person transactions only when the Board, acting through the Nominating and Corporate Governance Committee, determines that the ~~Related Person Transaction~~related person transaction in question is consistent with the best interests of BB&T and its shareholders. ~~Under this written policy, any Related Person Transaction shall be consummated or shall continue only if the~~The Nominating and Corporate Governance Committee ~~(or the Chair, acting pursuant to delegated authority) approves~~can approve or ~~ratifies the transaction.~~
ratify transactions under this policy.
The term ~~“Related Person Transaction”~~“related person transaction,” under the Policy, generally means a transaction where the amount involved exceeds $120,000 and in which a ~~Related Person~~related person has a direct or indirect material interest. A ~~“Related Person”~~“related person” under the Policy generally means (a) a director, director nominee or executive officer of ~~the Corporation;~~BB&T; (b) a person who is known to be the beneficial owner of more than five percent of any class of ~~the Corporation’s~~our common stock; and (c) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law orsister-in-law of the director, executive officer, nominee, or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee, or more than five percent beneficial owner. The transactions described under this caption are ~~“Related Person Transactions”~~“related person transactions” and have been approved and ratified in accordance with our ~~Related Person Transactions~~ Policy.
To help the Board assess whether a material relationship exists for both independence and related person transactions purposes, our Board adopted guidance with regards to charitable contributions. Under this guidance, a ~~Related Person~~related person who serves as an executive officer, director or trustee of a charitable ornon-profit organization that receives a contribution from BB&T will not be deemed to have a direct or indirect material interest in the transaction if:

Within the past three years, the aggregate amount of all such contributions during any single fiscal year of the charitable ornon-profit organization did not exceed the greater of $1 million or 2% of the charitable ornon-profit organization’s consolidated gross revenues for that fiscal year; and

The charitable ornon-profit organization is not a family foundation created by the ~~Related Person~~related person or an immediate family member of the ~~Related Person.~~related person.
Other than as described below, since January 1, 2016, there have been no related party transactions that were required either to be approved or ratified under our related party transaction guidelines or reported under the SEC’s related party transaction rules.
Donna Goodrich is a member of our Executive Management. Her spouse, Carlos Goodrich, andson-in-law, Christian Corts, are both employed at Branch Bank. For the 2016 fiscal year, Mr. Goodrich’s total compensation was approximately $325,000, while Mr. Corts received approximately $332,000. In addition, Director Eric Kendrick’sbrother-in-law, Al Roosendaal, is employed by Branch Bank and received approximately $130,000 in total compensation in 2016. These compensation arrangements are consistent with those made available to associates of Branch Bank with similar years of experience and positions within the company. Messrs. Goodrich, Corts and Roosendaal each also participate in company benefit plans available to all other associates in similar positions.

BB&T Corporation | ~~Consulting Resources and Services, Inc.~~2017 Proxy Statement    93
Transactions With Executive Officers and Directors
We have entered into a consulting services contract with Consulting Resources and Services, Inc. (“CRS”), a consulting firm owned by the children of Dr. Nido R. Qubein, a BB&T director, under which ~~Consulting Resources and Services, Inc., formerly known as Creative Services, Inc.,~~CRS advises management by providing ~~organizational development expertise,~~services, including the conceptualization and creation of integrated corporate associate training materials and programs. ~~Consulting Resources~~Through CRS, Dr. Qubein has agreed to teach classes and ~~Services, Inc.,~~present at seminars for our associates and managers. Dr. Qubein is an accomplished business leader and award-winning speaker and his presentations at training seminars and consultations on a wide variety of topics provide significant benefits to our associates. Also as a part of this contract, Dr. Qubein appears on BB&T’s behalf as a keynote speaker for various community events and internal conferences. CRS was paid approximately ~~$417,000~~$424,400 under this contract in ~~2015.~~2016. Management believes this contract is on terms as favorable as could have been obtained from othernon-affiliated parties. ~~Consulting Resources and Services, Inc.~~CRS will continue to provide consulting services to us in ~~2016~~2017 under the terms of its existing contract.
Dr. Qubein has executed a separate consulting agreement with us to provide business development consulting services for a period of ten years following his retirement from our Board. He will receive a sum equal to the annual retainer paid to our directors in effect at the time he begins such service. During the time he serves as our consultant, he has agreed not to serve as a director of, or an adviser to, a competing business.

~~See also “Consulting Agreements” above, under the “Narrative to 2015 Director Compensation Table,” each of which constitutes a Related Person Transaction.~~
8494    BB&T Corporation | ~~2016~~2017 Proxy Statement
Voting and Other Information

VOTINGAND OTHER INFORMATION
~~Voting and Quorum Requirements~~Shares Entitled to Vote at the Meeting

Pursuant to the provisions of the North Carolina Business Corporation Act, February ~~17, 2016~~15, 2017 has been fixed as the record date for the determination of holders of BB&T common stock entitled to notice of and to vote at the ~~Annual Meeting.~~
annual meeting.
Each share of our common stock issued and outstanding on February ~~17, 2016~~15, 2017 is entitled to one vote on ~~all proposals~~each proposal at the ~~meeting, except that shares~~meeting. Shares held in a fiduciary capacity by Branch ~~Banking and Trust Company (“Branch Bank”)~~Bank and certain other of our affiliates may only be voted in accordance with the instruments creating the fiduciary capacity. As of the close of business on February ~~17, 2016,~~15, 2017, there were ~~780,470,501~~808,517,616 shares of our common stock outstanding and entitled to vote.
Quorum Requirements

In order to obtain a quorum to conduct the ~~Annual Meeting,~~annual meeting, a majority of shares of our common stock outstanding at the record date must be present in person or by proxy. Shareholders who deliver valid proxies or ~~vote~~attend in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions and broker ~~“non-votes”~~“non-votes” (explained below) are counted as present and entitled to vote for purposes of determining a quorum.
Voting Procedures

There are four ways to vote:

Internet:
•www.envisionreports.com/BBT (record holders)
•www.proxyvote.com(beneficial owners)

~~Internet:~~ ~~You may access the proxy materials on the Internet athttp://www.envisionreports.com/BBT~~
•
~~Telephone:~~~~You may call toll-free 1-800-652-VOTE (8683), and follow the instructions on the proxy card or on the Notice of Internet Availability.~~
•
Mail:If you received voting materials by mail, you may vote by signing, dating and mailing the enclosed proxy card (record holders) or voting instruction form (beneficial owners) in the postage-paid envelope provided.

Telephone:
•  Call toll-free1-800-652-VOTE (8683), and follow the instructions on the proxy card (record holders)
•  Call toll-free1-800-454-VOTE (8683), and follow the instructions on your voting instruction form (beneficial owners)

In person:A shareholder may vote in person at the ~~Annual Meeting~~annual meeting by filling out a ballot. Please see “Attending the Annual Meeting” for requirements with respect to attending the meeting.
We encourage you to vote using the Internet or by telephone. Voting in this manner will result in cost savings for us.If you vote via the Internet or by telephone, please donot return your proxy card.Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., EDT, on April ~~25, 2016. The Internet and telephone~~24, 2017. If you have questions or need assistance in voting ~~procedures are designed to authenticate a shareholder’s identity and to allow a shareholder to vote his or her~~your shares, ~~and confirm that his or her instructions have been properly recorded.~~please call our proxy solicitors, Georgeson LLC at (888) 613-3524 (toll free).
Shareholders who hold shares in “street name,” or beneficial owners that ~~is,~~hold through a broker, bank or other nominee, should instruct their nominee to vote their shares by following the instructions provided by the nominee.~~Your vote as a shareholder~~
A proxy that is ~~important~~~~. Please vote as soon as possible to ensure that your vote is recorded.~~
~~We encourage you to take advantage of the options to vote using the Internet or by telephone. Voting~~properly signed and dated, but which does not contain voting instructions, will be voted in ~~this manner will result in cost savings~~accordance with our Board’s recommendations for ~~us.~~~~If you vote via the Internet or by telephone, please donot~~ ~~return your proxy card.~~each proposal. Three of our executives, Kelly S. King, Christopher L. Henson and Robert J. Johnson, Jr., have been designated as the proxies to cast the votes of our shareholders at the ~~Annual Meeting.~~annual meeting.

~~A proxy that is signed and dated, but which does not contain voting instructions, will be voted as follows:~~
~~“FOR”~~ ~~the election of each of the 18 directors named in the proxy statement;~~
~~“FOR”~~ ~~the ratification of the appointment of PricewaterhouseCoopers LLP as BB&T’s auditors for 2016; and~~
~~“FOR”~~ ~~the advisory vote to approve our executive compensation program.~~
BB&T Corporation | ~~2016~~2017 Proxy Statement    8595
Voting and Other Information

Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded.
Votes Required,Non-Votes, Abstentions, and Revocations

Approval of each proposal other than the election of directors, and the frequency of“say-on-pay” votes, requires a majority of votes cast voting for the proposal. For election of directors, each director must receive a majority of votes cast forre-election. For thesay-on-frequency vote (Proposal 4), our Board will consider the frequency which receives the most votes in determining whether to have an advisory “say on pay” vote each year, every two years or every three years.
A broker or other nominee may generally vote your shares without instruction on routine matters but not onnon-routine matters. A broker ~~“non-vote”~~“non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular ~~“non-routine”~~“non-routine” proposal ~~(Proposals 1~~(Proposals1, 3, 4, 5 and ~~3 on your proxy)~~6) because your broker does not have authority to vote on that proposal and has not received specific voting instructions from you. ~~Broker~~ Except for Proposal 5, brokernon-votes, as well as abstentions, are not counted as votes cast for or against any of the proposals, and therefore will not affect the outcome of the vote. Under NYSE listing standards, for Proposal 5, abstentions from voting are treated as votes cast and are counted as votes against the proposal. Brokernon-votes are not treated as votes cast and are not counted in determining the outcome of the vote on the proposal. Holders of our common stock do not have cumulative voting rights in the election of directors.
The proxy may be revoked by a shareholder at any time before it is exercised by filing with the Corporate Secretary of BB&T an instrument revoking it, filing a duly executed proxy bearing a later date (including a proxy given over the Internet or by telephone), or by attending the meeting and electing to vote in person.Even if you plan to attend the ~~Annual Meeting,~~annual meeting, you are encouraged to vote your shares by proxy.
Delivering Proxy Materials

We deliver proxy materials primarily through the Internet, in accordance with SEC rules. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders. Shareholders who own shares directly in BB&T and not through a bank, broker or intermediary (“record holders”), will have proxy materials or the Notice of Internet Availability of Proxy Materials delivered directly to their mailing address or electronically if they have previously consented to that delivery method. Shareholders whose shares are held for them by banks, brokerages or other intermediaries (“beneficial holders”), will have the proxy materials or the Notice of Internet Availability of Proxy Materials forwarded to them by the intermediary that holds the shares.
If you received only a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request a copy by following the instructions on the notice. The Notice of Internet Availability of Proxy Materials also contains instructions for accessing and reviewing the proxy materials over the Internet and provides directions for submitting your vote over the Internet.
To reduce the expenses of delivering duplicate proxy materials to shareholders, we are relying upon SEC rules that permit us to deliver only one set of applicable proxy materials to multiple shareholders who share an address, unless we receive contrary instructions from any shareholder at that address. All shareholders sharing an address will continue to receive separate proxy cards based on their registered ownership of BB&T common stock. Any shareholder sharing such an address who does not receive an individual proxy statement, our ~~2015~~2016 Annual Report and our Annual Report on Form10-K, may write or call BB&T’s transfer agent as specified below and we will promptly deliver the materials at no cost. For future meetings, a registered shareholder may request separate copies of our proxy materials or request that we only send one set of these materials if the shareholder is receiving multiple copies, by telephoning our transfer agent at1-800-213-4314, or writing the transfer agent at:
96    BB&T Corporation | 2017 Proxy Statement
Voting and Other Information
Computershare Trust Company N.A., P.O. Box 43078, Providence, Rhode Island, 02940-3078. If your shares are held in “street name,” you may contact Broadridge Investor Communication Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling1-866-540-7095.
~~Any~~A shareholder may obtain a copy of our ~~2015~~2016 Annual Report and our Annual Report on Form10-K for the fiscal year ended December 31, ~~2015~~2016 (including the financial statements and financial statement schedules), without charge by contacting Computershare at the address ~~above.~~above, or their bank, broker or other nominee.
Proxy Costs

All expenses incurred in this solicitation will be paid by BB&T. In addition to soliciting proxies by mail, over the Internet and by telephone, our directors, officers and ~~employees, who are also referred to as~~ associates, may
86    ~~BB&T Corporation~~ | ~~2016 Proxy Statement~~
~~Voting and Other Information~~
solicit proxies on behalf of BB&T without additional compensation. We have engaged ~~D. F. King & Co., Inc.,~~Georgeson LLC, to act as our proxy solicitor and have agreed to pay it approximately ~~$12,500~~$20,000 plus reasonable expenses for such services. Banks, brokerage houses and other institutions, nominees and fiduciaries are requested to forward the proxy materials to beneficial holders and to obtain authorization for the execution of proxies. Upon request, we will reimburse these parties for their reasonable expenses in forwarding proxy materials to beneficial holders.
Proposals for ~~2017~~2018 Annual Meeting of Shareholders

Shareholder proposals for inclusion in our proxy statement.Under SEC Rule14a-8, ~~any~~ a shareholder desiring to make a proposal to be included in the ~~notice~~proxy statement for the ~~2017~~2018 Annual Meeting of Shareholders ~~and related proxy materials~~ must present such proposal to the following address: Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Proposals must be received no later than the close of business on November ~~17, 2016,~~15, 2017, and must comply with SEC Rule14a-8 in order for the proposal to be considered for inclusion in the Corporation’s proxy statement.
Director nominations for inclusion in our proxy statement (Proxy Access).Under the recently adopted amendment to our bylaws, a shareholder or group of up to 20 shareholders that has held at least 3% of our company’s stock for at least three years is able to submit director nominees for up to 25% of the Board (but at least two directors) for inclusion in our proxy statement if the shareowner(s) and nominee(s) satisfy the requirements specified in our bylaws and notice is received between 150 and 120 days before the anniversary of the date the proxy statement for the prior year’s annual meeting was released to shareholders. In order for a nominee to be considered for inclusion in our proxy statement for the 2018 Annual Meeting of Shareholders, a shareholder must deliver timely notice in writing to the Corporate Secretary (at the address above) no earlier than October 16, 2017, and no later than November 15, 2017. The notice must contain the specific information required by Article II, Section 14 of our bylaws.
Other shareholder proposals and director nominations.Additionally, under BB&T’s bylaws, for other business to be properly brought before an annual meeting by a shareholder where such business (or nominee) is not to be included in ~~the Corporation’s~~our proxy statement, ~~the~~a shareholder must deliver timely notice in writing to our Corporate Secretary (at the ~~Secretary of the Corporation~~address above) at least 120 days, but no more than 150 days (no earlier than October ~~18, 2016~~16, 2017 and no later than November ~~17, 2016)~~15, 2017), in advance of the first anniversary of the notice date of the ~~Corporation’s~~our proxy statement for the preceding year’s annual meeting. Additional time limitations apply in the event of special meetings or annual meetings that are advanced by more than thirty days or delayed by more than sixty days from the first anniversary date of the prior year’s annual meeting.
~~Article II, Section 10 of the bylaws provides that, as to each matter, the~~The notice must contain (in addition to any information required by applicable law): (i) the name and address of the shareholder of record who intends to present the proposal and of all beneficial owners, if any, on whose behalf the proposal is made; (ii) the number of shares of each class of capital stock of the Corporation beneficially owned by the shareholder of record and such beneficial owners and the nature of such ownership; (iii) a description of the business proposed to be introduced to the meeting of shareholders; (iv) any material interest, direct or indirect, which the shareholder or beneficial owners may have in the business described in the notice; and (v) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to present the proposal. As used above, “beneficial ownership” or “beneficially own” means the power, directly or indirectly, through any contract, understanding or other arrangement, to exercise voting or investment discretion with respect to shares of any class of capital stock, including, but not limited to, through any derivative position, hedge, swap, securities lending arrangement or other transaction or arrangement relating to any class of capital stock.
~~Shareholder nominations for director must comply with~~ the notice and informational requirements described ~~above for other shareholder proposals, as well as additional information that would be required~~ under Article II, Section ~~10(b)~~10 of the bylaws and applicable SEC proxy rules. ~~See also “Corporate Governance Matters—Director Nominations” above.~~ The chairman of the meeting may refuse to acknowledge or introduce any shareholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws. If a shareholder fails to meet these deadlines or fails to satisfy the requirements of SEC Rule 14a-4, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such matter as they determine appropriate if and when the matter is raised at the Annual Meeting.

~~How will voting results be reported?~~
~~After the Annual Meeting of Shareholders, BB&T will report final voting results in a Current Report onForm 8-K~~ ~~filed with the SEC.~~
BB&T Corporation | ~~2016~~2017 Proxy Statement    8797
Voting and Other Information

Other Business

As of the date of this proxy statement, the Board does not know of any other matter to be presented for consideration at the ~~2016~~2017 Annual Meeting of Shareholders other than the items referred to in ~~the~~this proxy statement. In the event that any other matter requiring a vote of the shareholders is properly brought before the meeting for shareholder action, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with their best judgment.

~~By Order of the Board of Directors~~
~~Kelly S. King~~
~~Chairman and Chief Executive Officer~~
~~Dated: March 16, 2016~~
8898    BB&T Corporation | ~~2016~~2017 Proxy Statement
ANNEX A –NON-GAAP FINANCIAL MEASURES
Adjustments to Net Income

As previously described, for the purposes of certifying BB&T’s performance under BB&T’s compensation plans, the Compensation Committee typically makes adjustments to BB&T’s GAAP results to ensure that the participants are compensated for BB&T’s core performance. For ~~2015,~~2016, the Compensation Committee made adjustments to BB&T’s GAAP net income, as set forth in the tables below (“Adjusted Net Income”). Typically, the Compensation Committee adjusts BB&T’s GAAP net income for gains or losses on sales/purchases of business, merger-related and restructuring charges and similarnon-core performance items, on apre-tax basis, provided the adjustment is not solely atax-related item. These adjustments are made so that participants are compensated for BB&T’s core performance and are neither penalized nor rewarded forone-time charges, unusual gains, or similarnon-core events. To the extent practicable, the Compensation Committee also makes similar adjustments to the reported performance of ~~Peer Group~~peer group members for awards that measure BB&T’s performance relative to the ~~Peer Group.~~peer group.
The adjustments for ~~2015~~2016 impact the Annual Incentive Award’s performance metrics, earnings per share and return on assets, and the three-year average ROCE for LTIP purposes. BB&T derives each of thesenon-GAAP performance metrics from its Adjusted Net Income, which is anon-GAAP financial measure, and accordingly, each of these adjusted financial measures is determined by methods other than in accordance with GAAP.
The adjusted earnings per share and return on assets measures are each calculated in the same manner as their GAAP counterparts, except that Adjusted Net Income for the applicable performance metric is substituted for its GAAP counterpart in each calculation. Please refer to the adjustments table and accompanying narratives for additional detail on the ROCE calculations and GAAP reconciliation.
~~2015~~2016 ADJUSTED NET INCOMEFOR ANNUAL INCENTIVE AWARD

   Return on
Assets
Measure Earnings per
Share
Measure
2015 GAAP Net Income⁽¹⁾    2,123
2015 GAAP Net Income Available to Common Shareholders⁽¹⁾    1,936
Compensation Committee Approved Adjustments
FHLB debt extinguishment
   172    172
Tax litigation charges⁽²⁾
   (172 ) (172 )
Net Loss on sale of business
   21    21
Merger-related and restructuring charges, net
   165    165


Adjustments Subtotal    186    186
Tax Effect of Adjustments⁽³⁾
   (51 ) (51 )


Adjusted Net Income    2,258    2,071



Return on
Assets
Measure

Earnings per
Share
Measure


($ in millions)

2016 GAAP Net Income⁽¹⁾    2,442
2016 GAAP Net Income Available to Common Shareholders⁽¹⁾       2,259
Compensation Committee Approved Adjustments
E&O insurance recovery—DOJ settlement
      (71 )
Contribution to Donor Advised Fund
      50
Mortgage indemnification reserve release related to FHA claims
      (26 )
Reversal of FHA claims reserve overaccrual
      (2 )
Merger-related and restructuring charges, net
   171    171




Adjustments Subtotal    171    122
Tax Effect of Adjustments⁽²⁾
   (63 )    (45 )




Adjusted Net Income    2,550    2,336




(1) The Compensation Committee uses GAAP net income available to common shareholders to calculate earnings per share performance as this reflects income attributable to each share of common stock. The Compensation Committee uses GAAP net income for return on assets performance because the return on assets metric measures relative ~~Peer Group~~peer group performance.
(2) ~~Tax litigation charges are shown as pre-tax equivalents.~~
~~(3)~~ GAAP net income includes the effect of applicable taxes. The Compensation Committee’s approved adjustments arepre-tax items, provided the adjustment is not solely atax-related item. Accordingly, the tax effect of the adjustments has been deducted to accurately reflect the impact of the adjustments on net income.
As described in the Compensation Discussion and Analysis, in approving the Merger Incentive payment, the Compensation Committee decided that the earnings attributable to the legacy Susquehanna operations following the merger (which occurred on August 1, 2015) should be removed from the Annual Incentive’s EPS performance measure as relates to Executive Management. Due primarily to the conversion of the accounting systems, it was necessary to estimate the impact of Susquehanna’s earnings on BB&T’s 2015 results. The methodology used pre-systems conversion results, adjusted primarily for loan accretion and merger cost savings. Using this methodology, Adjusted Net Income for EPS purposes was reduced by $108 million and average diluted shares were reduced by 19 million.
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~~2015~~2016 ANNUAL INCENTIVE AWARD PERFORMANCE METRICS

Performance
Metrics    GAAP Performance Metric
Performance Metric Calculated
Using Adjusted Net Income
   Performance Metric
Excluding SUSQ GAAP Performance Metric
Performance Metric Calculated
Using Adjusted Net Income
Earnings per share⁽¹⁾
   $2.56    $2.73    $2.66 $2.77 $2.87
Return on assets⁽²⁾
        1.08%         1.14%        N/A      1.12%      1.16%

(1) Earnings per share calculated using weighted average number of diluted common shares.
(2) Return on assets calculated using daily average total assets.
BB&T’s ~~2013-2015~~2014-2016 LTIP award references BB&T’s three-year ROCE performance. BB&T derives thisnon-GAAP performance metric from its GAAP net income available to common shareholders for each year of the performance period. The adjustments include the items detailed in the table below.
LTIP ADJUSTMENTS


Return on Common Equity Measure
($ in millions)

Return on Common Equity Measure
($ in millions)

   2015    2014⁽³⁾    2013    2016 2015⁽³⁾ 2014
GAAP Net Income Available to Common Shareholders⁽¹⁾    1,936    2,003    1,562    2,259 1,936 2,003
Compensation Committee Approved Adjustments
-FHLB debt extinguishment    172    122    —    — 172 122
-Gain on sale of TDRs    —    (42 ) —    — — (42 )
-Tax litigation charges (benefits)⁽²⁾    (172 ) (67 ) 829
-Net (gain) loss on sale of business    21    (1 ) (31 )
-Tax litigation charges⁽²⁾ — (172 ) (67 )
-Gain on sale of business — 21 (1 )
-Merger-related and restructuring charges, net    165    46    46    171 165 46


Adjustments Subtotal    186    58    844    171 186 58
Tax Effect of Adjustment    (51 ) (20 ) (319 ) (63 ) (51 ) (20 )


Adjusted Net Income    2,071    2,041    2,087    2,367 2,071 2,041


GAAP Average Shareholders’ Equity    25,871    23,991    21,890    29,355 25,871 23,991
-Preferred stock    (2,603 ) (2,603 ) (2,443 ) (2,969 ) (2,603 ) (2,603 )
-Noncontrolling interest    (62 ) (71 ) (50 ) (37 ) (62 ) (71 )


Average Common Shareholders’ Equity    23,206    21,317    19,397
Average common Shareholders’ Equity
26,349 23,206 21,317


GAAP ROCE    8.34 % 9.40 % 8.06 % 8.57 % 8.34 % 9.40 %
GAAP 3-year average ROCE    8.58 % 8.77 % 8.58 % 9.27 %
Adjusted ROCE    8.93 % 9.58 % 10.76 % 8.98 % 8.93 % 9.58 %
Adjusted 3-year average ROCE    9.73 % 9.14 %

(1) The Compensation Committee uses GAAP net income available to common shareholders to calculate return on common equity performance as this reflects income attributable to common equity.
(2) Tax litigation charges are shown aspre-tax equivalents.
(3) Effective January 1, 2015, BB&T retrospectively adopted new guidance related to the accounting for investments in qualified affordable housing projects. Prior periods have not been revised to reflect the adoption of this new guidance. Awards for the 2014 fiscal year were based upon operating results for BB&T as originally reported.
These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable tonon-GAAP performance measures that may be presented by other companies.
~~Price/Tangible book—~~
A-2
ANNEX B – AMENDED AND RESTATED 2012 INCENTIVE PLAN
BB&T CORPORATION
2012 INCENTIVE PLAN
Amended April 25, 2017
ARTICLE 1
ESTABLISHMENT, PURPOSE AND DURATION
1.1.Establishment. BB&T Corporation, a North Carolina corporation, establishes an incentive compensation plan to be known as the BB&T Corporation 2012 Incentive Plan, as set forth in this document. The Plan became effective upon approval by the shareholders of BB&T on April 24, 2012 (the “Effective Date”) and shall remain in effect as provided in Section 1.3.
1.2.Purpose. The Plan is intended to assist BB&T in recruiting and retaining Employees, Directors, and Independent Contractors of BB&T and its Affiliates with ability and initiative by enabling eligible individuals to contribute to and participate in BB&T’s future success and to associate their interests with those of BB&T and its shareholders. In furtherance of this purpose, the Plan authorizes the grant of Awards, including Options (including Incentive Options and Nonqualified Options), SARs (including Related SARs and Freestanding SARs), Restricted Awards (including Restricted Stock Awards and Restricted Stock Unit Awards), Performance Awards (including Performance Share Awards, Performance Unit Awards and LTIP Awards), Annual Incentive Performance Awards, and Phantom Stock Awards, to selected eligible individuals.
1.3.Duration. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted;provided, however, that Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1.General. An Award may be granted only to an individual who satisfies all of the following eligibility requirements on the date the Award is granted:
(a) The individual is either (i) an Employee of BB&T or an Affiliate, or (ii) a Director of BB&T or an Affiliate, or (iii) an Independent Contractor providing services to BB&T or an Affiliate.
(b) With respect to the grant of Incentive Options, the individual is otherwise eligible to participate under this Article 2 and is an Employee;provided,however, an Employee who is a Ten Percent Shareholder may only be granted an Incentive Option if the Option Price is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock, and the Option Period does not exceed five (5) years.
(c) With respect to the grant of substitute Awards or assumption of awards in connection with a merger, consolidation, acquisition, reorganization, or other transaction involving BB&T or an Affiliate, the Administrator may grant Awards upon such terms and conditions as it determines to be appropriate; provided that the recipient is otherwise eligible to receive the Award and the terms of the Award are consistent with the Plan and applicable laws, rules, and regulations (including, to the extent necessary, the federal securities laws registration provisions and Sections 409A, 422(b) and 424(a) of the Code).
(d) The individual, being otherwise eligible under this Section 2.1 is selected by the Administrator as a Participant in the Plan.
2.2.Grants; Award Agreements. The Administrator will designate individuals to whom Awards are to be made and will specify the number of shares of Common Stock, if any, subject to each Award and the other terms and conditions of Awards. With the exception of Annual Incentive Performance Awards under Articles 9 and 10 of the Plan and as otherwise determined by the Administrator, each Award granted under the Plan shall be evidenced by an Agreement which shall contain such terms, conditions, and restrictions as may be determined by the Administrator, subject to the terms of the Plan.
B-1
ARTICLE 3
SHARES SUBJECT TO PLAN AND AWARD LIMITATIONS
3.1.Shares Available for Awards.
(a) Subject to adjustments as provided in Section 3.4, the aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceedforty-one million two hundred thousand (41,200,000) shares of Common Stock; provided that the aggregate number of shares of Common Stock with respect to which Incentive Options may be granted under the Plan shall beforty-one million two hundred thousand (41,200,000) shares. Shares of Common Stock delivered under the Plan shall be authorized but unissued shares or shares purchased on the open market or by private purchase. BB&T hereby reserves sufficient authorized shares of Common Stock to meet the grant of Awards hereunder.(Effective April 25, 2017)
(b) With respect to Section 3.2(b)(iv), (v), (vi), and (vii), the aggregate Awards issued under the Plan prior to April 25, 2017, were subject to a limitation of twenty million (20,000,000) shares of Common Stock. If and when such limitation was met, additional Phantom Stock Awards, Restricted Awards, and Performance Awards settled in shares of Common Stock counted against the thirty-five million (35,000,000) previously authorized number of shares of Common Stock issuable under this Section 3.1 in a ratio of three (3) to one (1) such that an Award of one (1) share of Common Stock for any one (1) share of Common Stock relating to each of a Phantom Stock Award, Restricted Award, or Performance Award settled in shares of Common Stock reduced the thirty-five million (35,000,000) previously authorized shares of Common Stock available for issuance under this Section 3.1 by three (3) shares. This Section 3.1(b) does not apply to Awards granted on or after April 25, 2017.(Effective April 25, 2017)
3.2.Fiscal Year/Performance Period Award Limits. Subject to the overall limitations of Section 3.1 above, each of the following limitations shall apply (and be interpreted and applied in a manner consistent with Section 162(m)) to Awards granted under the Plan, in each case subject to adjustments pursuant to Section 3.4 (with respect to multi-year Performance Periods, the amount which is granted or paid for any one Fiscal Year of the Performance Period is the amount granted or paid for the Performance Period divided by the number of calendar months in the Performance Period):
(a)Fiscal Year Limitations. In any Fiscal Year, no Participant may (i) be granted Options and Freestanding SARs for more than one million (1,000,000) shares of Common Stock, or (ii) receive shares of Common Stock pursuant to the grant of any Awards other than Options and Freestanding SARs made under the Plan for more than a total of five hundred thousand (500,000) shares of Common Stock. For purposes of this Article 3, an Option and a Related SAR shall be treated as a single Award.
(b)Other Limitations. (i) Nonqualified Options: the maximum number of shares of Common Stock with respect to which Nonqualified Options may be granted to any one Participant in any Fiscal Year shall be one million (1,000,000); (ii)Incentive Options: the maximum number of shares of Common Stock with respect to which Incentive Options may be granted to any one Participant in any Fiscal Year shall be one million (1,000,000); (iii)Freestanding Stock Appreciation Rights: the maximum number of shares of Common Stock with respect to which any Freestanding SARs may be granted to any one Participant in any Fiscal Year shall be one million (1,000,000); (iv)Phantom Stock: the maximum number of shares of Common Stock with respect to which Phantom Stock Awards may be granted to any one Participant in any Fiscal Year shall be five hundred thousand (500,000); (v)Restricted Stock: the maximum number of shares of Common Stock that are shares of Restricted Stock that may be granted to any one Participant in any Fiscal Year shall be five hundred thousand (500,000); (vi)Restricted Stock Units: the maximum number of shares of Common Stock relating to Restricted Stock Units that may be granted to any one Participant in any Fiscal Year shall be five hundred thousand (500,000); (vii)Performance Awards: the maximum number of shares of Common Stock awarded or credited with respect to Performance Awards payable in shares of Common Stock to any one Participant for a Fiscal Year may not exceed five hundred thousand (500,000) shares determined as of the date of payout. (For the avoidance of doubt, this share number does not include Options, SARs, Phantom Stock, Restricted Awards and any other Awards listed in this Section 3.2 that count towards the one million dollar ($1,000,000) deduction limitation under Section 162(m) but for the exception for “performance-based compensation.”); and (viii) Cash Awards: in any Fiscal Year, no Participant may receive Awards paid in cash having an aggregate dollar value in excess of Fifteen Million Dollars ($15,000,000). During any Fiscal Year, a Director who is not an Employee may not receive Awards with an aggregate Award date Fair Market Value in excess of Five Hundred Thousand Dollars ($500,000)(Effective April 25, 2017)
B-2
3.3.Shares Not Subject to Limitations. The following will not be applied to the share limitations of Section 3.1 above:
(a) Dividends, including dividends paid in shares of Common Stock, or dividend equivalents paid in cash in connection with outstanding Awards;
(b) Awards which are settled in cash rather than the issuance of shares of Common Stock; and
(c) Any shares of Common Stock subject to an Award under the Plan which Award is forfeited, cancelled, terminated, expires or lapses for any reason without the issuance of shares of Common Stock underlying the Award. However, any shares of Common Stock surrendered by a Participant or withheld by BB&T to pay the Option Price or purchase price for an Award or used to satisfy any tax withholding requirement in connection with the exercise, vesting, or earning of an Award (if in accordance with the terms of the Plan, a Participant pays such Option Price or purchase price or satisfies such tax withholding by either tendering previously owned shares of Common Stock or having BB&T withhold shares) shall be subject to the share limitations of Section 3.1 above.
3.4.Adjustments and Substitution of Awards. If there is any change in the outstanding shares of Common Stock because of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split,spin-off, combination or reclassification of the Common Stock, or if there is a similar change in the capital stock structure of BB&T affecting the Common Stock, which the Administrator determines affects the Common Stock such that an adjustment or substitution is appropriate, the number of shares of Common Stock reserved for issuance under the Plan shall be correspondingly adjusted, and the Administrator shall make such substitutions or adjustments to the terms of Awards and to any provisions of the Plan as the Administrator deems equitable to prevent dilution or enlargement of Awards or as may otherwise be advisable. Notwithstanding the foregoing, unless the Administrator determines otherwise, the issuance by BB&T of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of BB&T convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof, shall be made with respect to, outstanding Awards. All adjustments and substitutions shall be made (i) consistent with Code Section 424 in the case of Incentive Options so as not to result in any disqualification, modification, extension, or renewal of any Incentive Option, and otherwise in a manner compliant with (ii) Section 409A and (iii) Section 162(m) and the provisions of Article 11.
ARTICLE 4
OPTIONS
4.1.Grant of Options. Subject to the terms of the Plan, the Administrator may in its sole and absolute discretion grant Options to such eligible individuals in such numbers, subject to such terms and conditions, and at such times as the Administrator shall determine. Both Incentive Options and Nonqualified Options may be granted under the Plan, as determined by the Administrator;provided,however, that Incentive Options shall only be granted to Employees. To the extent that an Option is designated as an Incentive Option but does not qualify as such under Section 422 of the Code, the Option (or portion thereof) shall be treated as a Nonqualified Option. An Option may be granted with or without a Related SAR.
4.2.Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the date of grant, the Option Price, the term of the Option, the number of shares of Common Stock to which the Option pertains, whether the Option is an Incentive Option or a Nonqualified Option, the conditions upon which the Option shall become vested and exercisable, and such other provisions as the Administrator shall determine that are not inconsistent with the terms of the Plan.
4.3.Option Price. The Option Price shall be established by the Administrator and stated in the Agreement evidencing the grant of the Option; provided, that (i) the Option Price of an Option shall be no less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock on the date the Option is granted (or one hundred ten percent (110%) of the Fair Market Value with respect to Incentive Options granted to a Ten Percent Shareholder); and (ii) in no event shall the Option Price per share of any Option be less than the
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par value per share of the Common Stock. As provided in Section 12.4(a) of the Plan, except for adjustments made pursuant to Section 3.4, the Option Price for any outstanding Option may not be decreased after the date of grant, nor may any outstanding Option granted under the Plan be surrendered to BB&T as consideration for the grant of a new Option with a lower Option Price than the original Option without shareholder approval of any such action.
4.4.Option Period; Exercise of Options. The Option Period shall be determined by the Administrator at the time the Option is granted, shall be stated in the Agreement, and shall not extend more than ten (10) years from the date on which the Option is granted (or five (5) years with respect to Incentive Options granted to a Ten Percent Shareholder). Any Option or portion thereof not exercised before expiration of the Option Period shall terminate.
4.5.No Deferral Feature. No Option shall have any feature that would allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of income until the later of the exercise or disposition of the Option or the time the shares acquired subject to the exercise of the Option first become substantially vested (as defined in Treasury Regulation Section1.83-3(b)).
4.6.Exercise of Options.
(a) The period or periods during which, and conditions pursuant to which, an Option may become exercisable shall be determined by the Administrator in its discretion, subject to the terms of the Plan. An Option granted under the Plan that is exercisable may be exercised with respect to any number of whole shares less than the full number of whole shares for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with the Plan and the applicable Agreement with respect to remaining shares subject to the Option or Related SAR.
(b) An Option that is exercisable may be exercised by giving notice of exercise specifying the number of shares of Common Stock to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such terms, conditions, and restrictions as may be established by the Administrator or its designee, which terms, conditions, and restrictions need not be the same for each grant or for each Participant.
(c) To the extent required under Section 422 of the Code, in no event shall there first become exercisable by an Employee in any one (1) calendar year Incentive Options granted by BB&T or an Affiliate with respect to shares having an aggregate Fair Market Value (determined at the time an Incentive Option is granted) greater than One Hundred Thousand Dollars ($100,000).
4.7.Payment. Unless an Agreement provides otherwise, payment upon exercise of an Option shall be in the form of cash or cash equivalent; provided that, where permitted by the Administrator and applicable laws, rules, and regulations, payment may also be made:
(a) By delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for a time period determined by the Administrator and otherwise acceptable to the Administrator;
(b) By shares of Common Stock withheld upon exercise;
(c) By delivery of notice of exercise to BB&T or its designee and delivery to a broker of notice of exercise and irrevocable instructions to promptly deliver to BB&T the amount of sale or loan proceeds to pay the Option Price;
(d) By such other payment methods as may be approved by the Administrator and which are acceptable under applicable law; or
(e) By any combination of the foregoing methods.
Shares tendered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value.
4.8.Nontransferability. Except as otherwise permitted by Code Section 422, an Incentive Option granted to a Participant shall be exercisable, prior to its expiration date, during the Participant’s lifetime solely by such Participant (or in the event of such Participant’s legal incapacity or incompetency, such Participant’s guardian or
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legal representative). Incentive Options shall not be transferable (including by sale, assignment, pledge, or hypothecation) except by will, the laws of intestate succession, beneficiary designation, or in the Administrator’s discretion (in accordance with Section 422 of the Code and related regulations, and registration provisions of the Securities Act). A Nonqualified Option granted to a Participant shall be exercisable, prior to its expiration date, during the Participant’s lifetime solely by such Participant (or in the event such Participant’s legal incapacity or incompetency, such Participant’s guardian or legal representative). Nonqualified Options shall not be transferable (including by sale, assignment, pledge, or hypothecation) except by will, the laws of intestate succession, beneficiary designation, or except as may be permitted by the Administrator in the Administrator’s discretion (in accordance with applicable law, including the Code and registration provisions of the Securities Act). No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
4.9.Disqualifying Dispositions. If shares of Common Stock acquired upon exercise of an Incentive Option are disposed of within two (2) years following the date of grant or one (1) year following the transfer of such shares to a Participant upon exercise, the Participant shall, promptly following such disposition, notify BB&T in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.
4.10.Administrative Determination. Subject to the terms of the Plan and consistent with Article 13, the Administrator shall have the sole authority to determine whether and to what degree Options vest and are forfeited and to interpret the terms and conditions of Options.
ARTICLE 5
STOCK APPRECIATION RIGHTS AND PHANTOM STOCK AWARDS
5.1. Stock Appreciation Rights
(a)Grant of SARs. Subject to the terms of the Plan, the Administrator may in its discretion grant SARs to Participants, in such numbers, upon such terms, and at such times as the Administrator shall determine. SARs may be granted with respect to all or a portion of the shares of Common Stock subject to an Option as Related SARs, or may be granted separately and independently of an Option as Freestanding SARs. The base price per share of an SAR shall never be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock on the date the SAR is granted. As provided in Section 12.4(a) of the Plan, except for adjustments made pursuant to Section 3.4, the base price of any outstanding SAR granted under the Plan may not be decreased after the date of grant, nor may any outstanding SAR granted under the Plan be surrendered to BB&T as consideration for the grant of a new SAR with a lower base price than the original SAR without shareholder approval of any such action.
(b)SAR Award Agreement. Each Award of an SAR shall be evidenced by an Agreement that shall specify the exercise price, the term of the SAR, the number of shares of Common Stock to which the SAR pertains, the conditions upon which the SAR shall become vested and exercisable, and such other provisions as the Administrator shall determinate that are not inconsistent with the terms of the Plan.
(c)Related SARs. A Related SAR shall be granted concurrently with the grant of the related Option. Related SARs shall be exercisable only at the time and to the extent that the related Option is exercisable, and in no event after the complete termination or full exercise of the related Option. Upon the exercise of a Related SAR, the Option shall be canceled to the extent of the number of shares as to which the Related SAR is exercised, and upon the exercise of a related Option, the Related SAR shall be canceled to the extent of the number of shares as to which the related Option is exercised or surrendered.
(d)Freestanding SARs. A Freestanding SAR may be granted without relationship to an Option and, in such case, will be exercisable upon such terms and subject to such conditions as may be determined by the Administrator, subject to the terms of the Plan.
(e)No Deferral Feature. No SAR shall have any feature that would allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of income until the exercise of the SAR.
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(f)Exercise of SARs.
(i) Subject to the terms of the Plan, SARs shall be exercisable in whole or in part upon such terms and conditions as may be established by the Administrator and stated in the applicable Agreement. The period during which an SAR may be exercisable shall not exceed ten (10) years from the date of grant or, in the case of Related SARs, such shorter Option Period as may apply to the related Option. Any SAR or portion thereof not exercised before expiration of the period established by the Administrator shall terminate.
(ii) SARs may be exercised by giving notice of exercise specifying the number of SARs being exercised. The notice of exercise shall be in such form, made in such manner, and comply with such terms, conditions, and restrictions as may be established by the Administrator or its designee, which terms, conditions, and restrictions need not be the same for each grant or for each Participant.
(g)Payment Upon Exercise. Subject to the limitations of the Plan, upon the exercise of an SAR, a Participant shall be entitled to receive payment from BB&T in an amount determined by multiplying (i) the difference between the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the base price of the SAR by (ii) the number of shares of Common Stock with respect to which the SAR is being exercised. Such consideration shall be paid in cash, shares of Common Stock (valued at Fair Market Value on the date of exercise of the SAR), or a combination of cash and shares of Common Stock, as determined by the Administrator. Cash payments shall be made within fifteen (15) business days of exercise; provided that if such fifteen-(15-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment. Shares shall be issued in accordance with Section 14.1. Unless otherwise provided in the applicable Agreement, no fractional shares of Common Stock will be issuable upon exercise of the SAR, and the Participant will receive cash in lieu of fractional shares of Common Stock.
(h)Nontransferability. Unless the Administrator determines otherwise in accordance with applicable law, including the Code, (i) SARs shall not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will, the laws of intestate succession, or beneficiary designation; and (ii) SARs may be exercised during the Participant’s lifetime only by the Participant (or in the event of such Participant’s legal incapacity or incompetency, such Participant’s guardian or legal representative). The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
(i)Administrative Determination. Subject to the terms of the Plan and consistent with Article 13, the Administrator shall have the sole authority to determine whether and to what degree SARs vest and are forfeited and to interpret the terms and conditions of SARs.
5.2.Phantom Stock Awards
(a)Grant of Phantom Stock Awards. Subject to the terms of the Plan, the Administrator may in its discretion grant Phantom Stock Awards to Participants, in such numbers, upon such terms, and at such times as the Administrator shall determine. Each Phantom Stock Award shall be evidenced by an Agreement containing such provisions as the Administrator shall determine that are not inconsistent with the terms of the Plan.
(b)Administrative Determination. Unless the Administrator determines otherwise in the Agreement (taking into account applicable law, including Section 409A), if the employment or service of a Participant shall terminate for any reason and the Participant has not earned all or part of a Phantom Stock Award pursuant to the terms of the Plan and individual Agreement, such Award, to the extent not then earned, shall be forfeited immediately upon the Participant’s Separation from Service and the Participant shall have no further rights with respect thereto. Subject to the terms of the Plan and consistent with Article 13, the Administrator shall have the sole authority to determine whether and to what degree Phantom Stock Awards vest and are payable and to interpret the terms and conditions of Phantom Stock Awards.
(c)Amount of Payment. Upon vesting of all or a part of a Phantom Stock Award and satisfaction of such other terms and conditions as may be established by the Administrator, the Participant shall be entitled to a payment of an amount equal to the Fair Market Value (on the date(s) of vesting (or other date or dates) set forth in the Agreement) of one (1) share of Common Stock with respect to each such hypothetical share unit which has vested. The Administrator may, however, establish a limitation on the amount payable in respect of each hypothetical share unit.
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(d)Time and Form of Payment. Payment may be made, in the discretion of the Administrator, in cash or in shares of Common Stock (or in a combination thereof) valued at Fair Market Value on the applicable vesting date or dates (or other date or dates) set forth in the Agreement. Subject to Sections 5.2(e) and 14.1, in the absence of payment arrangements in the Agreement in accordance with Section 409A, payments will be made in a lump sum payment within ninety (90) calendar days of the end of the vesting period;provided, however, that if such ninety-(90-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall not have the right to designate the calendar year of payment.
(e)Payments to Specified Employees. Notwithstanding anything to the contrary in Section 5.2(d) or Section 14.1, Phantom Stock Awards payable upon a Separation from Service of a Specified Employee, to the extent they constitute nonqualified deferred compensation subject to Section 409A, shall not be paid or issued until within the thirty-(30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service (provided that if such thirty-(30-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment).
(f)No Acceleration. Except as permitted under Section 409A, no acceleration of the time or form of payment of a Phantom Stock Award shall be permitted.
(g)Nontransferability. Unless the Administrator determines otherwise in accordance with applicable law, including the Code, (i) Phantom Stock Awards shall not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will, the laws of intestate succession, or beneficiary designation; (ii) Phantom Stock Awards may be exercised during the Participant’s lifetime only by the Participant (or in the event of such Participant’s legal incapacity or incompetency, such Participant’s guardian or legal representative); and (iii) shares of Common Stock (if any) subject to a Phantom Stock Award may not be sold, transferred, assigned, pledged, or otherwise encumbered until the Phantom Stock Award has vested and all other conditions established by the Administrator have been met. The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
ARTICLE 6
RESTRICTED STOCK
6.1.Grant of Restricted Stock. Subject to the terms and provisions of the Plan, Restricted Stock may be granted to a Participant in such number, upon such terms, and at any time as shall be determined by the Administrator, in its sole discretion. As determined by the Administrator, each Restricted Stock Award shall be evidenced by an Agreement that specifies the number of shares of Restricted Stock granted, the Restriction Period, and such other provisions as the Administrator shall determine that are not inconsistent with the terms of the Plan. Such Restricted Stock Awards may be subject to certain conditions, which conditions must be met in order for the Restricted Stock Award to vest or be earned (in whole or in part) and no longer subject to forfeiture. The Administrator shall determine the Restriction Period, and shall determine the conditions which must be met in order for a Restricted Stock Award to vest or be earned (in whole or in part), which conditions may include, but are not limited to, payment of a stipulated purchase price for the Restricted Stock, attainment of Performance Goals, continued service or employment for a certain period of time (or combination of attainment of Performance Goals and continued service), Retirement, Disability, death, or any combination of such conditions. In the case of Restricted Stock Awards based upon Performance Measures, or a combination of Performance Measures and continued service, the Administrator shall determine the Performance Measures and Performance Goals applicable to such Restricted Stock Awards.
6.2.Share Issuance. As soon as practicable following the grant of the Restricted Stock Award, the shares of Restricted Stock shall be registered in the Participant’s name in book-entry form (or permissible electronic form), with the restrictions thereon placed on the book-entry registration (or permissible electronic form). As soon as practicable following the end of the Restriction Period (after all applicable tax withholding obligations have been satisfied by the Participant), the shares shall be registered in the Participant’s name in book-entry form (or permissible electronic form) with the restrictions (except for restrictions that may be imposed pursuant to Section 12.3) removed.
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6.3.Share Custody. The Administrator shall have the right to retain custody of the shares subject to a Restricted Stock Award and to require the Participant to deliver to BB&T a stock power, endorsed in blank, with respect to such Award, until such time as the Restricted Stock Award vests or is forfeited.
6.4.Administrative Determination. Unless the Administrator determines otherwise, each Agreement shall set forth the extent to which a Participant shall vest in or forfeit a Restricted Stock Award following termination of the Participant’s employment with or provision of services to BB&T or any Affiliate, as the case may be. Such provisions shall be determined in the sole discretion of the Administrator, shall be included in the Agreement entered into with each Participant, need not be uniform among all shares of Restricted Stock and may reflect distinctions based on the reasons for termination. Subject to the terms of the Plan and consistent with Article 13, the Administrator shall have the authority and power to determine whether or not the conditions of the Restricted Stock Award have been met and to determine the terms and conditions of Restricted Stock Awards.
6.5.No Deferral Feature. No Restricted Stock Award shall have any feature that would allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of income until the restrictions thereon lapse.
6.6.Nontransferability. Unless the Administrator determines otherwise in accordance with applicable law, including the Code, (i) Restricted Stock Awards shall not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will, the laws of intestate succession or beneficiary designation; and (ii) shares of Restricted Stock may not be sold, transferred, assigned, pledged or otherwise encumbered until the restrictions thereon lapse. The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
ARTICLE 7
RESTRICTED STOCK UNITS
7.1.Grant of Restricted Stock Unit Awards. Subject to the terms of the Plan, the Administrator may in its discretion grant Restricted Stock Unit Awards to Participants in such numbers, upon such terms and conditions, and at such times as the Administrator shall determine. Each grant of Restricted Stock Units shall be evidenced by an Agreement that shall specify the number of Restricted Stock Units granted, the Restriction Period, and such other provisions as the Administrator shall determine that are not inconsistent with the terms of the Plan. Such Restricted Stock Units may be subject to certain conditions, which conditions must be met in order for the Restricted Stock Unit Award to vest or be earned (in whole or in part) and no longer subject to forfeiture. The Administrator shall determine the Restriction Period, and shall determine the conditions which must be met in order for a Restricted Stock Unit Award to vest or be earned (in whole or in part), which conditions may include, but are not limited to, payment of a stipulated purchase price for the Restricted Stock Unit Award, attainment of Performance Goals, continued service or employment for a certain period of time (or a combination of attainment of Performance Goals and continued service), Retirement, Disability, death, or any combination of such conditions. In the case of Restricted Stock Unit Awards based upon Performance Measures, or a combination of Performance Measures and continued service, the Administrator shall determine the Performance Measures and Performance Goals applicable to such Restricted Stock Unit Awards.
7.2.Administrative Determination. Unless the Administrator determines otherwise in the Agreement (taking into account applicable law, including Section 409A), if the employment or service of a Participant shall terminate for any reason and all or part of a Restricted Stock Unit Award has not vested or been earned pursuant to the terms of the Plan and the Agreement, such Award, to the extent not then earned, shall be forfeited immediately upon the Participant’s Separation from Service and the Participant shall have no further rights with respect thereto. Subject to the terms of the Plan and consistent with Article 13 and Section 409A, the Administrator shall have the sole authority to determine whether and to what degree the Restricted Stock Unit Awards have vested or have been earned and are payable, and to interpret the terms and conditions of the Restricted Stock Unit Awards.
7.3.Time and Form of Payment. Restricted Stock Units shall be payable in cash or whole shares of Common Stock, or partly in cash and partly in whole shares of Common Stock, in accordance with the terms of the Plan and in the discretion of the Administrator. Subject to Section 7.4, in the absence of other payment arrangements in the Agreement in accordance with Section 409A, payments related to Restricted Stock Units
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shall be made in a lump sum within ninety-(90-) calendar days of the end of the Restriction Period; provided that if such ninety-(90-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment. Issuance of shares shall be made in accordance with Section 14.1.
7.4.Payments to Specified Employees. Notwithstanding anything to the contrary in Section 7.3 or Section 14.1, Restricted Stock Units payable upon a Separation from Service of a Specified Employee, to the extent such Restricted Stock Units constitute nonqualified deferred compensation subject to Section 409A, shall not be paid or issued until within the thirty-(30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service (provided that if such thirty-(30-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment).
7.5.No Acceleration. Except as permitted under Section 409A and as provided in the Agreement, no acceleration of the time or form of payment of a Restricted Stock Unit Award shall be permitted.
7.6.Nontransferability. Unless the Administrator determines otherwise in accordance with applicable law, including the Code, Restricted Stock Unit Awards shall not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will, the laws of intestate succession, or beneficiary designation. The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
ARTICLE 8
PERFORMANCE AWARDS
8.1.Grant of Performance Awards. Subject to the terms of the Plan, the Administrator may in its discretion grant Performance Awards to such Participants in such amounts, upon such terms and conditions and at such times as the Administrator shall determine. The Administrator shall determine the nature, length, and starting date of the Performance Period during which a Performance Award may be earned, and shall determine the conditions which must be met in order for a Performance Award to vest or be earned (in whole or in part), which conditions may include but are not limited to specified Performance Goals, continued service or employment for a certain period of time, or a combination of such conditions. In the case of Performance Awards based upon Performance Measures, or a combination of Performance Measures and continued service, the Administrator shall determine the Performance Measures and Performance Goals applicable to such Performance Awards.
8.2.Performance Awards. Performance Awards may be in the form of Performance Shares, Performance Units, and/or LTIP Awards. As specified in an Agreement, (i) an Award of a Performance Share is a grant of a right to receive shares of Common Stock (or cash equal to the Fair Market Value thereof or a combination thereof) which is contingent upon the achievement of performance or other objectives (including, without limitation, Performance Goals) during a specified period (including, without limitation, a Performance Period) and which has a value on the date of grant equal to the Fair Market Value of a share of Common Stock; and (ii) an Award of a Performance Unit is a grant of a right to receive shares of Common Stock (or cash equal to the Fair Market Value thereof, or a combination thereof) in the future, which is contingent upon the achievement of performance or other objectives (including, without limitation, Performance Goals) during a specified period (including, without limitation, a Performance Period), and which has an initial value determined in a dollar amount established by the Administrator at the time of grant, and (iii) an LTIP Award is a grant of the right to receive cash (or shares of Common Stock with a Fair Market Value equal to the cash value of the Award) which is contingent upon the achievement of performance or other objectives (including, without limitation, Performance Goals) during a specified period (including, without limitation, a Performance Period).
8.3.Time and Form of Payment. Payment of the amount to which a Participant shall be entitled upon earning a Performance Award shall be made in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its sole discretion. Subject to Section 8.4, in the absence of other payment arrangements in the Agreement in accordance with Section 409A, payments related to Performance Awards shall be made in a lump sum within ninety (90) calendar days of the end of the Performance Period; provided that if such ninety-(90-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment. Any issuance of shares shall be made in accordance with Section 14.1.
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8.4.Payments to Specified Employees. Notwithstanding anything to the contrary in Section 8.3 or Section 14.1, Performance Awards payable upon a Separation from Service of a Specified Employee, to the extent they constitute nonqualified deferred compensation subject to Section 409A, shall not be paid or issued until within the thirty-(30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service (provided that if such thirty-(30-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment).
8.5.No Acceleration. Except as permitted under Section 409A and as provided in the Agreement, no acceleration of the time or form of payment of a Performance Award shall be permitted.
8.6.Administrative Determination. Unless the Administrator determines otherwise in the Agreement (taking into account applicable law, including Section 409A), if the employment or service of a Participant shall terminate for any reason and the Participant has not earned all or part of a Performance Award pursuant to the terms of the Plan and individual Agreement, such Award, to the extent not then earned, shall be forfeited immediately upon the Participant’s Separation from Service and the Participant shall have no further rights with respect thereto. Subject to the terms of the Plan and consistent with Article 13, the Administrator shall have the sole authority to determine whether and to what degree Performance Awards have been earned and are payable and to interpret the terms and conditions of Performance Awards.
8.7.Nontransferability. Unless the Administrator determines otherwise in accordance with applicable law, including the Code, (i) Performance Awards shall not be transferable (including by sale, assignment, pledge, or hypothecation) other than by will, the laws of intestate succession, or beneficiary designation; and (ii) shares of Common Stock subject to a Performance Award may not be sold, transferred, assigned, pledged, or otherwise encumbered until the Performance Period has expired and all conditions to earning the Award have been met. The designation of a beneficiary in accordance with Section 14.9 shall not constitute a transfer.
ARTICLE 9
ANNUAL INCENTIVE PERFORMANCE AWARDS
FOR COVERED EMPLOYEES
9.1.Eligibility. Covered Employees and Employees selected by the Administrator who are or are determined by the Administrator as likely to become Covered Employees will be eligible to receive Annual Incentive Performance Awards under this Article 9.
9.2.Performance Goals; Annual Corporate Incentive Pool. No later than ninety (90) days after the commencement of each Performance Period (or such earlier date as is required under Section 162(m)), the Administrator shall establish, in writing, Performance Goals for the Performance Period and the maximum amount of the Annual Corporate Incentive Pool.
9.3.Individual Incentive Opportunity. No later than ninety (90) days after the commencement of each Performance Period (or such earlier date as is required under Section 162(m)), the Administrator shall, in writing, allocate a percentage share of the Annual Corporate Incentive Pool to each Participant who is eligible under Section 9.1. The sum of the percentages of the Individual Incentive Opportunities under this Article 9 shall not exceed one hundred percent (100%); and no Participant’s Individual Incentive Opportunity for a Performance Period shall exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) of the total Annual Corporate Incentive Pool.
9.4.Administrator’s Annual Incentive Performance Award Determination. After the end of each Performance Period, the Administrator shall determine the actual amount of the Annual Corporate Incentive Pool based upon the achievement of the Performance Goals for such Performance Period, which shall not be subject to increase under thepre-established formula. The Administrator shall then calculate the Participant’s allocated portion of the actual Annual Corporate Incentive Pool for such Performance Period based upon the percentage allocated to the Participant at the beginning of the Performance Period. The Administrator will then determine, and set forth in writing, whether the Participant is entitled to all of the Participant’s Individual Incentive Opportunity
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for such Performance Period or a lesser amount (provided, however, that the Administrator’s exercise of negative discretion to reduce a Participant’s Individual Incentive Opportunity shall not result in an increase in the amount of another Participant’s Individual Incentive Opportunity or Annual Incentive Performance Award payment). The Administrator shall have no discretion to increase the amount of compensation payable upon attainment of the Performance Goals. If a Participant’s employment with BB&T and its Affiliates is terminated by reason of death or Disability during a Performance Period, and the Participant has been actively employed by BB&T or its Affiliates during a portion of such Performance Period, such Participant shall be eligible for an Annual Incentive Performance Award under this Article 9 in accordance with the provisions of this Article 9 by applying a fraction to the Award the Participant would have otherwise received had the Participant continued to be employed for the entire Performance Period, the numerator of which shall be the number of full calendar months of employment during such Performance Period and the denominator of which shall be twelve (12).
9.5.Time and Form of Payments. Awards determined by the Administrator to be paid to Participants shall be paid in cash between January 1 and March 15 of the Fiscal Year following the end of the Performance Period applicable to the Award.
9.6.Change of Control. Notwithstanding any other provision in the Plan or this Article 9 to the contrary, in the event of a Change of Control, the Administrator in its sole discretion and without liability to any person may take such actions, if any, as it deems necessary or advisable with respect to any Award under this Article 9, including, without limitation, (i) the acceleration of payment of an Award, (ii) the payment of a cash amount in exchange for the cancellation of an Award, and/or (iii) the requiring of the issuance of substitute Awards that will substantially preserve the value, rights, and benefits of any affected Awards previously granted hereunder;provided, however, that the Administrator may not exercise any discretion under the Plan to reduce the amount payable in respect of any Award relating to a Performance Period which ended prior to the date of such Change of Control but which Award had not been paid out at the time of the Change of Control, and such Awards shall be paid out entirely in cash as promptly as practicable following the Change of Control, unless this right has been waived by the Participant.
ARTICLE 10
ANNUAL INCENTIVE PERFORMANCE AWARDS
FOR EMPLOYEES OTHER THAN COVERED EMPLOYEES
10.1.Eligibility. Employees selected by the Administrator who arenot Covered Employees (and not determined by the Administrator as likely to become Covered Employees) will be eligible to receive Annual Incentive Performance Awards under this Article 10.
10.2.Performance Goals. No later than ninety (90) days after the commencement of each Performance Period (or such earlier date as is required under Section 409A), the Administrator shall establish, in writing, Performance Goals for the Performance Period.
10.3.Target Awards. No later than ninety (90) days after the commencement of each Performance Period (or such earlier date as is required under Section 409A), the Administrator shall, in writing, establish target awards for Participants who are eligible under Section 10.1.
10.4.Administrator’s Annual Incentive Performance Award Determination. After the end of each Performance Period, the Administrator shall determine the actual amount of the Participant’s Annual Incentive Performance Award based upon the achievement of the Performance Goals for such Performance Period. The Administrator will then determine, and set forth in writing, whether the Participant is entitled to all of the Participant’s Individual Incentive Opportunity for such Performance Period or a lesser amount. The Administrator may, in its discretion, increase or decrease the amount of compensation otherwise payable under this Article 10. To be entitled to an Annual Incentive Performance Award under this Article 10, except as the Administrator shall otherwise determine, a Participant must be employed by BB&T or an Affiliate on the last day of the Performance Period. Notwithstanding the foregoing, if a Participant’s employment with BB&T and its Affiliates is terminated during a Performance Period by reason of death, Disability, or Retirement, and the Participant has been actively employed by BB&T or its Affiliates during a portion of such Performance Period, such Participant shall be eligible
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for an Annual Incentive Performance Award under this Article 10 in the discretion of the Administrator. The determination of any such Award shall be made by the Administrator in accordance with the provisions of this Article 10.
10.5.Time and Form of Payments. Awards determined by the Administrator to be paid to Participants shall be paid in cash between January 1 and March 15 of the Fiscal Year following the end of the Performance Period applicable to the Award.
10.6.Change of Control. Notwithstanding any other provision in the Plan or this Article 10 to the contrary, in the event of a Change of Control, the Administrator in its sole discretion and without liability to any person may take such actions, if any, as it deems necessary or advisable with respect to any Award under this Article 10, including, without limitation, (i) the acceleration of payment of an Award, (ii) the payment of a cash amount in exchange for the cancellation of an Award, and/or (iii) the requiring of the issuance of substitute Awards that will substantially preserve the value, rights, and benefits of any affected Awards previously granted hereunder;provided, however, that the Administrator may not exercise any discretion under the Plan to reduce the amount payable in respect of any Award relating to a Performance Period which ended prior to the date of such Change of Control but which Award had not been paid out at the time of the Change of Control, and such Awards shall be paid out entirely in cash as promptly as practicable following the Change of Control, unless this right has been waived by the Participant.
ARTICLE 11
SECTION 162(m) PROVISIONS
11.1.Covered Employees. Notwithstanding any other provision of the Plan, if the Administrator determines at the time an Award is granted to a Participant (i) the Participant is, or will be, as of the end of the Fiscal Year in which BB&T would claim a tax deduction in connection with such Award, a Covered Employee, and (ii) that BB&T desires to obtain a tax deduction with respect to such Award, then this Article 11 shall be applicable to such Award.
11.2.Performance Criteria. If the Administrator determines that an Award is intended to be subject to this Article 11, the lapsing of restrictions thereon and the payment and distribution of cash, shares of Common Stock, or other property pursuant thereto, as applicable, shall be subject to the achievement of one (1) or more Performance Goals. The Administrator shall, in its sole discretion, designate within the first ninety (90) days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m)) which Participants will be eligible to receive Awards in respect of such Performance Period. However, such designation of a Participant as eligible to receive an Award for a Performance Period shall not in any manner entitle such Participant to receive payment in respect of any Award for such Performance Period. Within the first ninety (90) days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m)), the Administrator shall, with regard to Awards to be issued for such Performance Period, exercise its discretion and select (and record the same in writing): (i) the length of the Performance Period; (ii) the type(s) of Awards to be granted; (iii) the Performance Measure(s) that will be used to establish the Performance Goal(s); (iv) the kind(s) and/or level(s) of the Performance Goal(s) that is/are to apply to the Award(s); and (v) any objective and nondiscretionary formula applicable to the Awards and the Performance Goal(s).
11.3.Certification. Following the completion of a Performance Period, the Administrator shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if achieved, to calculate and certify in writing the amount of the “qualified performance-based compensation” (within the meaning of Section 162(m)) earned for the Performance Period.
11.4.Negative Discretion. With respect to any Award that is subject to this Article 11, the Administrator may adjust downwards, but not upwards, the amount payable pursuant to such Award. In no event may the portion of any Award incentive pool allocated to a Covered Employee no later than ninety (90) days after the commencement of each Performance Period (or such earlier date as is required under Section 162(m)) be increased in any way, including as a result of the reduction of any other Participant’s allocated portion. The Administrator may not in any circumstances waive the achievement of the applicable Performance Goals, except as, and to the extent, permitted by Section 162(m).
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11.5.Section 162(m) Performance-Based Compensation. To the extent to which Section 162(m) is applicable, BB&T intends that compensation paid under the Plan to Covered Employees will, to the extent possible, constitute “qualified performance-based compensation” within the meaning of Section 162(m) and related regulations. Accordingly, Awards granted to Covered Employees which are intended to qualify for the performance-based exception under Code Section 162(m) and related regulations shall be deemed to include any such additional terms, conditions, limitations and provisions as are necessary to comply with the performance-based compensation exemption of Section 162(m).
11.6.Deferral. If the Administrator reasonably anticipates that the deduction with respect to a payment would not be permitted solely due to the application of Section 162(m), the Administrator may defer that amount of the payment to the extent deemed necessary to ensure deductibility;provided, however, that (i) the deduction limitation of Section 162(m) shall be applied to all payments to similarly situated Participants on a reasonably consistent basis; (ii) the payment must be made by the earliest of (x) during BB&T’s (or the Affiliate’s) first taxable year in which BB&T (or the Affiliate) reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m) or (y) during the period beginning with the date of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of BB&T (or the Affiliate) in which the Participant incurs a Separation from Service or the fifteenth day of the third month following the Participant’s Separation from Service; (iii) where any payment to a particular Participant is delayed because of Section 162(m), the delay in payment will be treated as a subsequent deferral election unless all scheduled payments to such Participant that could be delayed are also delayed; (iv) where a payment is delayed to a date on or after the Participant’s Separation from Service, the payment will be considered a payment upon a Separation from Service for purposes of the Section 409Asix-(6-) month delay for Specified Employees; and (v) no election may be provided to a Participant with respect to the timing of payment hereunder.
ARTICLE 12
GENERALLY APPLICABLE PROVISIONS
12.1.Dividends and Dividend Equivalents. Except with regard to Options and SARs, the Administrator may, in its sole discretion, provide that Awards granted under the Plan earn dividends or dividend equivalents. Subject to compliance with applicable law, such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account, and any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as the Administrator may establish, including reinvestment in additional shares of Common Stock or share equivalents. No dividends or dividend equivalents shall be granted with respect to Options or SARs.
12.2.Effect of Termination. The Administrator shall determine the extent, if any, to which a Participant shall have any rights with respect to an Award (including but not limited to the right to exercise all or part of an Option or SAR or the timing for all or part of an Annual Incentive Performance Award, Performance Award, Phantom Stock Award, or Restricted Award to vest or be earned) following the Participant’s Separation from Service with BB&T or an Affiliate. Such provisions will be determined in the sole discretion of the Administrator (subject to Section 409A and Section 162(m)), shall be included in the Agreement relating to such Award, need not be uniform among all Awards issued under the Plan, and may reflect distinctions based on the reasons for Separation from Service.
12.3.Restrictions on Awards and Shares. BB&T may impose such restrictions on Awards and shares or any other benefits underlying Awards hereunder as it may deem advisable, including without limitation restrictions under the Code and federal securities 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 Plan provision 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 Code and the Securities Act). BB&T may cause a restrictive legend to be placed on any shares of Common Stock issued pursuant to an Award hereunder in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.
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12.4.Amendment and Termination of the Plan.
(a) The Plan may be amended, altered, or terminated at any time by the Board; provided, that (i) approval of an amendment to the Plan by the shareholders of BB&T shall be required to the extent, if any, that shareholder approval of such amendment is required by applicable law, rule, or regulation; (ii) except for adjustments made pursuant to Section 3.4, the Option Price for any outstanding Option or base price of any outstanding SAR granted under the Plan may not be decreased after the date of grant, nor may any outstanding Option or SAR granted under the Plan be surrendered to BB&T as consideration for the grant of a new Option or SAR with a lower Option Price or base price than the original Option or SAR, as the case may be, without shareholder approval of any such action; and (iii) there shall be no cash-outs of Options or SARs without shareholder approval thereof.(Effective April 25, 2017)
(b) Subject to Section 409A, the Administrator may amend, alter, or terminate any Award granted under the Plan, prospectively or retroactively;provided, however, except as otherwise provided in Section 14.19 and 14.20 of the Plan, such amendment, alteration, or termination of an Award shall not, without the consent of the recipient of an outstanding Award, materially adversely affect the rights of the recipient with respect to the Award.
12.5.Adjustment of Awards upon the Occurrence of Certain Events. Subject to compliance with the provisions of Article 11, the Administrator shall have authority to make adjustments to the terms and conditions of Awards in recognition of certain 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;provided, however, that all adjustments shall be made in a manner compliant with Section 409A, and such adjustment shall not be made to Awards of Covered Employees in violation of Section 162(m).
12.6.Cash Settlement. Notwithstanding any provision of the Plan, an Award or an Agreement to the contrary, the Administrator may cause any Award granted under the Plan to be canceled in consideration of a substitute award or cash payment of an equivalent cash value, as determined by the Administrator, made to the holder of such canceled Award; provided that the Administrator shall consider the effect of Section 409A and Section 424(a) of the Code and Section 12.4(a) hereof.
ARTICLE 13
ADMINISTRATION
13.1.General. The Plan shall be administered by the Administrator;provided, however, (i) the Board shall have sole authority to grant Awards to Directors who are not Employees, and (ii) the Committee shall have sole authority to grant Awards to Covered Employees and to Employees subject to Rule16b-3.
13.2.Authority of Administrator. Subject to the provisions of the Plan, the Administrator shall have full and final authority in its discretion to take any action with respect to the Plan including, without limitation, the authority:
(a) to determine all matters relating to Awards, including selection of individuals to be granted Awards, the types of Awards, the number of shares of Common Stock, if any, subject to an Award, and all provisions (including terms, conditions, restrictions, and limitations) of an Award, which need not be identical;
(b) to prescribe the form or forms of the Agreements evidencing any Awards granted under the Plan;
(c) to establish, amend, and rescind rules and regulations for the administration of the Plan; and
(d) to construe and interpret the Plan, Awards, and Agreements made under the Plan; to establish, amend, and revoke rules and regulations for the Plan’s administration; and to interpret rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan (including, without limitation, the determination of Fair Market Value).
The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. Any decision made, or action taken, by the Administrator in connection with the administration of the Plan shall be final and conclusive.
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The Administrator shall also have authority, in its sole discretion (except to the extent precluded by Section 409A or Section 162(m)):
(i) to accelerate the date on which any Award which was not otherwise exercisable, vested, or earned shall become exercisable, vested, or earned in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient;
(ii) to modify or extend the terms and conditions for exercise, vesting, or earning of an Award, and to correct any defect, omission, or inconsistency in any Award;
(iii) to specify in an Agreement that a Participant’s rights, payments, and/or benefits with respect to an Award (including but not limited to any shares issued or issuable and/or cash paid or payable with respect to an Award) shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, Separation from Service for cause; violation of BB&T or Affiliate policies; breach ofnon-solicitation, noncompetition, confidentiality or other restrictive covenants that may apply to the Participant; or other conduct by the Participant that is determined by the Administrator to be detrimental to the business or reputation of BB&T or any Affiliate; and
(iv) to establish terms and conditions of Awards (including but not limited to the establishment of subplans) as the Administrator determines to be necessary or appropriate to conform to the applicable requirements or practices of jurisdictions outside of the United States.
In addition to action taken by meeting in accordance with applicable laws, any action of the Administrator with respect to the Plan may be taken by a written instrument signed by all of the members of the Board or Committee, as appropriate, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called. No member of the Board or Committee, as applicable, shall be liable for any action or determination made in good faith with respect to the Plan, an Award, or an Agreement. The members of the Board or Committee, as applicable, shall be entitled to indemnification and reimbursement in the manner provided in BB&T’s articles of incorporation or bylaws or pursuant to applicable law. All expenses of administering the Plan shall be borne by BB&T.
13.3.Delegation of Authority. Notwithstanding the other provisions of Article 13, to the extent permitted by applicable law, the Administrator may delegate, within limits it may establish from time to time, to (i) a subcommittee of the Committee, or (ii) one or more senior executive officers of BB&T, or (iii) Employees who are not Covered Employees and who are not subject to Section 16 of the Exchange Act, the authority to grant Awards, and to make any or all of the determinations reserved for the Administrator in the Plan with respect to such Awards (subject to any restrictions imposed by applicable laws, rules, and regulations and such terms and conditions as may be established by the Administrator in accordance with the Plan);provided, however, that, to the extent required by Section 16 of the Exchange Act or Section 162(m), the Participant, at the time of such grant or other determination, (i) is not deemed to be an officer or director of BB&T within the meaning of Section 16 of the Exchange Act; and (ii) is not deemed to be a Covered Employee. To the extent that the Administrator has delegated authority to grant Awards pursuant to this Section 13.3 to a subcommittee of the Committee, or to one or more senior executive officers of BB&T, or to Employees who are not Covered Employees and who are not subject to Section 16(b) of the Exchange Act, references to the Administrator shall include references to such subcommittee or such senior executive officer or officers, or such Employees, subject, however, to the requirements of the Plan, Rule16b-3, Section 162(m) and other applicable laws, rules, and regulations. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.
ARTICLE 14
MISCELLANEOUS
14.1.Shareholder Rights. Except as otherwise determined by the Administrator (and subject to the provisions of the Plan, a Participant (and the Participant’s legal representative, legatees, or distributees) shall not be deemed to be the holder of any shares of Common Stock subject to an Award and shall not have any rights of
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a shareholder unless and until such shares of Common Stock have been issued to her, him or them under the Plan. Shares of Common Stock acquired upon exercise of an Option or SAR shall be issued in the name of the Participant (or the Participant’s beneficiary) and distributed to the Participant (or his or her beneficiary) as soon as practicable following receipt of notice of exercise and, with respect to Options, payment of the purchase price (except as may otherwise be determined by BB&T in the event of payment of the Option Price pursuant to Section 4.7 herein); provided that such shares of Common Stock shall be issued within thirty (30) business days of notice of exercise (and if such thirty-(30-) day period begins in one (1) calendar year and ends in another, the Participant shall have no right to designate the calendar year of issuance). Except as otherwise provided in the Plan or in an Agreement in accordance with Section 409A, any shares of Common Stock issuable pursuant to a Performance Award, Phantom Stock Award or Restricted Award shall be issued in the name of the Participant (or the Participant’s beneficiary); provided that such shares of Common Stock shall be registered within the time required for payment pursuant to Articles 5, 6, 7, and 8.
14.2.Taxes. The recipient of an Award or of any Award payment is responsible for the payment of all applicable taxes thereon. BB&T and its Affiliates 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 an Award, and all payments or distributions pursuant to the Plan may be made net of any applicable taxes. Prior to the issuance and delivery of shares of Common Stock or any other benefit conferred under the Plan, BB&T shall require any recipient of an Award 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 such an Award, 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 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, including, without limitation, procedures established by the Administrator after BB&T’s adoption of ASU2016-09,Compensation—Stock Compensation (Topic 718) dated March, 2016. The Administrator, in its discretion but subject to applicable law including, without limitation, Section 409A, may apply any amounts payable under the Plan as a setoff to satisfy any liabilities owed by the recipient to BB&T and its Affiliates.(Effective April 25, 2017)
14.3.Section 16(b) Compliance. To the extent that any Participants in the Plan are subject to Section 16(b) of the Exchange Act, it is the general intention of BB&T that transactions under the Plan shall comply with Rule16b-3 and that the Plan shall be construed in favor of such Plan transactions meeting the requirements of Rule16b-3 or any successor rules thereto. Notwithstanding anything in the Plan to the contrary, the Administrator, in its sole and absolute discretion, may bifurcate the Plan so as to restrict, limit, or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting, or conditioning the Plan with respect to other Participants.
14.4.Section 409A. To the extent applicable, BB&T intends that the Plan comply with Section 409A, and the Plan shall be construed in a manner to comply with Section 409A. Should any provision be found not in compliance with Section 409A, Participants shall be contractually obligated to execute any and all amendments to Awards deemed necessary and required by legal counsel for BB&T to achieve compliance with Section 409A. By acceptance of an Award, Participants irrevocably waive any objections they may have to the amendments required by Section 409A. Participants also agree that in no event shall any payment required to be made pursuant to the Plan that is considered “nonqualified deferred compensation” within the meaning of Section 409A be accelerated in violation of Section 409A. In the event a Participant is a Specified Employee, and payments that are nonqualified deferred compensation cannot commence until the lapse of six (6) months after a Separation from Service, then any such payments that would be paid during suchsix-(6-) month period in a single lump sum shall be made on the date that is within the thirty-(30-) day period commencing with the first day of the seventh month after the month of the Participant’s Separation from Service (provided that if such thirty-(30-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment). Furthermore, the first six (6) months of any such payments of nonqualified deferred compensation that would be paid in installments shall be paid within the thirty-(30-) day period commencing with the first day of the seventh month following the month of the Participant’s Separation from
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Service (provided that if such thirty-(30-) day period begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the calendar year of payment). All remaining installment payments shall be made or provided as they would ordinarily have been under the provisions of the Agreement. Notwithstanding any other provision of the Plan, the tax treatment of Awards under the Plan shall not be, and is not, warranted or guaranteed. Neither BB&T, any Affiliate, the Board, the Committee, Administrator, nor any of their delegatees shall be held liable for any taxes, penalties, or other monetary amounts owed by a Participant, his beneficiary, or other person as a result of the grant, modification, or amendment of an Award or the adoption, modification, amendment, or administration of the Plan.
14.5.No Right or Obligation of Continued Employment or Service. Neither the Plan, the grant of an Award, nor any other action related to the Plan shall confer upon any individual any right to continue in the service of BB&T or an Affiliate as an Employee, Director, or Independent Contractor or affect in any way with the right of BB&T or an Affiliate to terminate an individual’s employment or service at any time.
14.6.Unfunded Plan; No Effect on Other Plans.
(a) The Plan shall be unfunded, and BB&T shall not be required to create a trust or segregate any assets that may at any time be represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between BB&T or any Affiliate and any Participant or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds, or property of BB&T or any Affiliate, including, without limitation, any specific funds, assets, or other property which BB&T or any Affiliate, in its discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Common Stock, cash, or other amounts, if any, payable under the Plan, unsecured by any assets of BB&T or any Affiliate. Nothing contained in the Plan shall constitute a guarantee that the assets of such entities shall be sufficient to pay any amounts to any person.
(b) The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance, or salary continuation plan, except as otherwise specifically provided by the terms of such plan or as may be determined by the Administrator.
(c) The adoption of the Plan shall not affect any other stock incentive or other compensation plans maintained by BB&T or any Affiliate, nor shall the Plan preclude BB&T from establishing any other forms of stock incentive or other compensation for employees or service providers of BB&T or any Affiliate.
14.7.Applicable Law. The Plan shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state, and in accordance with applicable United States federal laws.
14.8.Deferrals. Except as otherwise provided in the Plan, the Administrator may permit or require, at the time an Award is granted, a Participant to defer receipt of the delivery of shares of Common Stock, the payment of cash, or the provision of any other benefit that would otherwise be due pursuant to the exercise, vesting, or earning of an Award. If any such deferral is required or permitted, the Administrator shall, in its discretion, establish rules and procedures in writing for such deferrals in accordance with Section 409A.
14.9.Beneficiary Designation. Except with respect to Annual Incentive Performance Awards payable pursuant to Articles 9 and 10, or as otherwise impermissible under applicable law, a Participant shall have the right to designate a beneficiary or beneficiaries to whom any benefit, or settlement of Awards, under the Plan is to be paid in case of the Participant’s death before the Participant receives any or all of such benefit or settlement of Awards; and to amend or revoke such designation at any time in writing. Such designation, amendment or revocation shall be effective upon receipt by the Administrator. The Administrator shall have sole discretion to approve and interpret the form or forms of such beneficiary designation. If no beneficiary designation is made, or if the beneficiary designation is held invalid, or if no beneficiary survives the Participant and benefits are determined to be payable following the Participant’s death, the Administrator shall direct that payment of benefits be made to the Participant’s estate.
14.10.Payments on Behalf of Incapacitated Individuals. The Administrator, upon the receipt of satisfactory evidence of the physical, mental, or legal incapacity of any individual entitled to receive a payment
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under the Plan and satisfactory evidence that another person or institution is legally authorized to act on behalf of such incapacitated individual, may cause any payment otherwise payable to the individual to be made to such person or institution. Payment to such person or institution shall be in full satisfaction of all claims by or through such incapacitated individual to the extent of the amount thereof and shall completely discharge BB&T, the Administrator and the Plan of all further obligations hereunder.
14.11.Notices. Each Participant and each beneficiary shall be responsible for furnishing the Administrator with his or her current address (including email address) for the mailing of notices, reports, and benefit payments;provided, however, that the Administrator may use the last address on file with it as a valid address. Any notice required or permitted to be given to any such Participant or beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid, or by overnight courier, or facsimile, or email. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or beneficiary furnishes the proper address (and the Participant or beneficiary may incur additional taxes and penalties under Section 409A). This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.
14.12.Lost Distributees. A benefit shall be deemed forfeited if the Administrator is unable after a reasonable period of time to locate the Participant or beneficiary to whom payment is due, or, if located, the Participant or beneficiary does not provide documentation required for a distribution or payment. Unless escheated to a Participant’s or beneficiary’s state of domicile pursuant to applicable escheat laws, such benefit shall, subject to the approval of the Administrator, be reinstated if a valid claim is made by or on behalf of the Participant or beneficiary for the forfeited benefit, although the benefits may be subject to additional taxes and penalties under Section 409A.
14.13.Reliance on Data. The Administrator shall have the right to rely on any data provided by the Participant or by any beneficiary or representative of the Participant or beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Administrator shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or beneficiary.
14.14.Electronic Documents. To the extent permitted by applicable law, BB&T and the Administrator or its designee may (i) deliver by email or other electronic means (including posting on a web site maintained by BB&T or by a third party under contract with BB&T) all documents relating to the Plan or any Award thereunder (including without limitation, prospectuses required by the SEC) and all other documents that BB&T or the Administrator or its designee is required to deliver to its security holders (including without limitation, annual reports and proxy statements), and (ii) permit Participants to electronically execute applicable Plan documents (including, but not limited to, Agreements) and notices in a manner prescribed by the Administrator.
14.15.Gender and Number. Except where otherwise indicated by the context, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.
14.16.Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
14.17.Rules of Construction. Headings are given to the articles and sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.
14.18.Successors and Assigns. The Plan shall be binding upon BB&T, its successors and assigns, and Participants, their executors, administrators, permitted transferees, and beneficiaries.
14.19.Clawback, etc. By entering into Agreements or otherwise participating in the Plan, each Participant acknowledges and agrees to the provisions of this Section 14.19, and acknowledges and agrees that the provisions of this Section 14.19 may be applied, without liability to any Participant (or any Participant’s beneficiary) by the Administrator on a retroactive basis regardless of the Participant’s employment status with
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BB&T or its Affiliates at the time of such clawback or other action by the Administrator. Notwithstanding anything contained in the Plan to the contrary, the Administrator, in order to comply with applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements and/or policies adopted by BB&T, retains the right at all times to decrease or terminate all Awards and payments under the Plan, and any and all amounts payable under the Plan or paid under the Plan shall be subject to clawback, forfeiture, and reduction to the extent determined by the Administrator as necessary to comply with applicable law and/or policies adopted by BB&T.
14.20.Legislative and/or Regulatory Restrictions. Notwithstanding anything contained in the Plan to the contrary, in the event any legislation, regulation(s), or formal or informal guidance require(s) any compensation payable under the Plan (including, without limitation, any incentive-based compensation) to be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions, such compensation shall be deferred, reduced, eliminated, paid in a different form or subjected to vesting or other restrictions as, and solely to the extent, required by such legislation, regulation(s), or formal or informal guidance.
ARTICLE 15
DEFINITIONS
In addition to other terms defined herein, the following terms shall have the meanings given below:
15.1.Administrator shall mean the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee;provided,however, that with respect to Covered Employees and Employees subject to Rule16b-3, the term “Administrator” used in the Plan shall always mean the Committee; andprovided further,however, that except with respect to Covered Employees, Employees subject to Rule16b-3, and Directors, the term “Administrator” shall also mean the delegate or delegates to whom authority has been delegated pursuant to Section 13.3.(Effective April 25, 2017)
15.2.Affiliate means any employer with which BB&T would be considered a single employer under Section 414(b) or 414(c) of the Code, applied using fifty percent (50%) as the percentage of ownership required under such Code sections;provided,however, that the term “Affiliate” shall be construed in a manner in accordance with the registration provisions of applicable federal securities laws.
15.3.Agreement andAward Agreement mean any agreement, document, or other instrument (which may be in written or electronic or Internet form, in the Administrator’s discretion and which includes, as permitted under Section 409A, any amendment or supplement thereto and any related forms) between BB&T and a Participant specifying the terms, conditions, and restrictions of an Award granted to the Participant in accordance with the Plan. An Agreement may also state such other terms, conditions, and restrictions, including but not limited to terms, conditions, and restrictions applicable to shares of Common Stock subject to an Award, as may be established by the Administrator in accordance with the Plan.
15.4.Annual Corporate Incentive Pool means the aggregate amount that may be paid under Article 9.
15.5.Annual Incentive Performance Award means an annual incentive performance award under either Article 9 or Article 10 of the Plan.
15.6.Award means, individually or collectively, a grant under the Plan of an Option (including an Incentive Option or a Nonqualified Option), a Stock Appreciation Right (including a Related SAR or a Freestanding SAR), a Restricted Award (including a Restricted Stock Award or a Restricted Stock Unit Award), a Performance Award (including a Performance Share Award, a Performance Unit Award, or an LTIP Award), a Phantom Stock Award, an Annual Incentive Performance Award, or any other award granted under the Plan.
15.7.BB&Tmeans BB&T Corporation, a North Carolina corporation, or any successor thereto.
15.8.Board means the Board of Directors of BB&T.
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15.9.Change of Control means a change of control as defined in an applicable Agreement;provided, however, that for purposes of Articles 9 and 10 of the Plan,Change of Control means and will be deemed to have occurred on the earliest of the following dates:
(a) the date any person or group of persons (as defined in Section 13(d) and 14(d) of 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 Rule13d-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 voting securities (excluding the acquisition of securities of BB&T by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially owned by BB&T); or
(b) 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, share exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who, at the beginning of anytwo-(2-) year period during the duration of the Plan, constitute the Board, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at leasttwo-thirds (2/3) of the directors still in office who were directors at the beginning of suchtwo-(2-) year period, cease for any reason during suchtwo-(2-) year period to constitute at leasttwo-thirds (2/3) of the members of such Board; or
(c) the date a merger, share exchange or consolidation of BB&T with any other corporation or entity is consummated regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in the voting securities of BB&T outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of BB&T or such surviving or acquiring entity outstanding immediately after such merger, share exchange or consolidation; or
(d) the date the shareholders of BB&T approve a plan of complete liquidation orwinding-up of BB&T; or
(e) the date a sale or disposition by BB&T of all or substantially all of BB&T’s assets is consummated; or
(f) the date of any event which the Board determines should constitute a Change of Control.
15.10.Code means the Internal Revenue Code of 1986, as amended.
15.11.Committee meanseither(i) the Compensation Committee of the Board appointed to administer the Plan,or(ii) a committee of the Board designated by the Board to administer the Plan and, with respect to “applicable employee remuneration” for purposes of Section 162(m), a subcommittee designated by the Board composed of not less than two (2) directors, each of whom is required to be a“nonemployee director” (within the meaning of Rule16b-3) and an“outside director” (within the meaning of Section 162(m)) to the extent Rule16b-3 and Section 162(m), respectively, are applicable to BB&T and the Plan.
15.12.Common Stock means the common stock of BB&T Corporation, $5.00 par value.
15.13.Covered Employee shall have the meaning given the term in Section 162(m).
15.14.Director means a member of the Board or a member of the board of directors of an Affiliate.
15.15.Disability orDisabled means:
(i) If the Participant is a participant in a disability insurance program of BB&T or an Affiliate, that the Participant incurs a Separation from Service for disability under such program; or
(ii) If the Participant is not a participant in a disability insurance program of BB&T or an Affiliate, that such Participant suffers from any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the individual to be unable to perform the duties of his or her employment or any substantially similar position of employment and that the Participant incurs a Separation from Service.
15.16.Effective Date means the date, as defined in Section 1.1, upon which the Plan is approved by BB&T’s shareholders.
B-20
15.17.Employee means any person who is an employee of BB&T or any Affiliate (including entities which become Affiliates after the Effective Date of the Plan);provided, however, that with respect to Incentive Options, “Employee” means any person who is considered an employee of BB&T or any Affiliate for purposes of Treas. Reg.Section 1.421- 1(h) (or any successor provision related thereto).
15.18.Exchange Act means the Securities Exchange Act of 1934, as amended.
15.19.Fair Market Value per share of the Common Stock shall be, to the extent applicable to an Award, the closing sales price per share on the New York Stock Exchange or the American Stock Exchange (as applicable) on the date an Award is granted or other determination is made (each, a“valuation date”), or, if there is no transaction on such date, then on the trading date nearest preceding the valuation date for which closing sales price information is available. In the absence of any such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith in accordance with Section 409A.
15.20.Fiscal Year means BB&T’s fiscal year which is the calendar year beginning each January 1, and ending the following December 31.
15.21.Freestanding SAR means an SAR that is granted without relation to an Option, as provided in Section 5.1.
15.22.Incentive Option means an Option that is designated by the Administrator as an Incentive Option and intended to meet the requirements of incentive stock options under Code Section 422 and related regulations.
15.23.Independent Contractor means an independent contractor, consultant, or advisor providing services to BB&T or an Affiliate.
15.24.Individual Incentive Opportunity means a Participant’s allocable percentage share of either the Annual Corporate Incentive Pool under Article 9 or a Participant’s target award under Article 10.
15.25.LTIP Award means a long-term incentive performance award granted under Article 8.
15.26.Nonqualified Option means an Option that is not an Incentive Option.
15.27.Option means a stock option granted under Article 4.
15.28.Option Period means the term of the Option as provided in Section 4.4.
15.29.Option Price means the price per share at which an Option may be exercised as provided in Section 4.3.
15.30.Participant means an individual employed by, or providing services to, BB&T or an Affiliate who satisfies the requirements of Article 2 and is selected by the Administrator to receive an Award under the Plan.
15.31.Performance Award means a Performance Share Award, a Performance Unit Award and/or an LTIP Award as provided in Article 8.
15.32.Performance Goals means (i) for a Performance Period, one (1) or more goals as may be established in writing by the Administrator for the Performance Period based upon the achievement (measured on an absolute or relative basis) of one (1) or more Performance Measures, and (ii) for purposes of Article 10, such performance goal or goals based upon such performance measure(s) as the Administrator establishes in writing for a Performance Period.
15.33.Performance Measuresmean one (1) or more (either alone or in combination) performance factors which may be established by the Administrator with respect to an Award. Performance factors may be based on such corporate, business unit or division and/or individual performance factors and criteria as the Administrator in its discretion may deem appropriate (including, but not limited to, one (1) or more designated external or internal
B-21
indices or benchmarks, or designated comparison group or entity or groups or entities);provided, however, that such performance factors shall be limited to one (1) or more (either alone or in combination) of the following: (i) return measures (including, but not limited to, return on assets; return on risk-weighted assets; return on shareholders’ equity; return on tangible equity; return on capital; return on regulatory capital; and return on investment); (ii) earnings measures (including, but not limited to, earnings per share; net income; net interest income; net interest margin;non-interest income; income before income taxes; income before income taxes and provision for credit losses; risk-adjusted profitability measures; earnings before interest, taxes, depreciation and amortization; operating or profit margin; productivity ratios; profitability of an identifiable business unit or product; and maintenance or improvement of profit margin); (iii) expense measures (including, but not limited to, expense management; total expenses; operating efficiencies; efficiency ratios; andnon-interest expense); (iv) balance sheet measures (including, but not limited to, asset growth; asset mix; loan growth; loan mix; loan loss reserves; nonperforming assets; deposits; deposit mix; book value per ~~share generally represents the amount~~share; book equity; tangible equity; and investments); (v) enterprise risk management measures (including, but not limited to, interest-sensitivity levels; liquidity measures; asset quality; credit quality; credit performance; charge-offs; regulatory compliance; satisfactory internal or external audits; and financial or credit ratings); (vi) internal or external regulatory capital, liquidity, risk or other regulatory-related requirements, expectations, goals or objectives (including, but not limited to, capital management; cost of ~~money an investor would theoretically receive for each share if a company were liquidated at the values stated on the company’s balance sheet, excluding goodwill~~capital; improvements in capital structure; working capital; tier one capital ratio; common equity tier one ratio; leverage ratio; stress testing and ~~other intangibles. The ratio of~~capital levels); (vii) market or market-related measures (including, but not limited to, stock ~~price~~price; dividends or dividend yield; total shareholder return; market to book value; market capitalization; market to tangible book value; and price/earnings ratio); (viii) strategic business goals and objectives (including, but not limited to, consummation or integration of acquisitions; dispositions; projects or other specific events, transactions, or workforce objectives); (ix)off-balance sheet portfolio objectives (including, but not limited to, those related to servicing portfolios, securitizations, assets under administration or management, derivatives, loan originations or innovation goals or objectives); (x) product, consumer or market-related objectives (including, but not limited to, revenue; sales; revenue mix; product growth; customer growth; number or type of customer relationships; customer satisfaction; associate satisfaction; top box scores; and market share); (xi) cash flow (including, but not limited to, operating cash flow; free cash flow; and cash flow return on capital); and (xii) any other objective measures established by the Administrator,provided, however, that such measures shall not be used in connection with Awards to Covered Employees.
With respect to Covered Employees, such performance factors and criteria may include or exclude certain items that have an accounting or financial impact as determined by the Administrator within the first ninety (90) days of the Performance Period (or, if shorter, within the maximum period allowed under Section 162(m)).
15.34.Performance Period means the one (1) or more periods of time of at least twelve (12) consecutive months in duration, or a period of time shorter than twelve (12) consecutive months, as the Administrator may select, over which the attainment of one (1) or more Performance Goals will be measured for purposes of determining a Participant’s right to and the payment of a Performance Award, an Annual Incentive Performance Award, a Restricted Award, or any other Award for which the Administrator determines a measuring period is appropriate. Subject to the foregoing, for purposes of Annual Incentive Performance Awards under Articles 9 and 10, the Performance Period shall be the Fiscal Year.
15.35.Performance Share means an Award granted under Article 8.
15.36.Performance Unit means an Award granted under Article 8.
15.37.Phantom Stock Award means an Award, granted under Section 5.2, to a Participant of a number of hypothetical share units with respect to shares of Common Stock, with a value based on the Fair Market Value of a share of Common Stock.
15.38.Plan means this BB&T Corporation 2012 Incentive Plan, as it may be hereafter amended and/or restated.
15.39.Related SAR means an SAR granted under Section 5.1 that is granted in relation to a particular Option and that can be exercised only upon the surrender to BB&T, unexercised, of that portion of the Option to which the SAR relates.
B-22
15.40.Restricted Awardmeans either a Restricted Stock Award or a Restricted Stock Unit Award.
15.41.Restriction Period means the nature, length, and starting date of the period during which a Restricted Award may be earned by a Participant.
15.42.Restricted Stock andRestricted Stock Award mean shares of Common Stock subject to restrictions awarded to a Participant under Article 6.
15.43.Restricted Stock Unit andRestricted Stock Unit Award mean a Restricted Stock Unit Award and Restricted Stock Units granted to a Participant pursuant to Article 7.
15.44.Retirement means that a Participant has incurred a Separation from Service on or after his earliest early retirement date. As used herein, the “earliest early retirement date” of a Participant who incurs a Separation from Service is, (i) if the Participant is an Employee, either the Employee’s attainment of at least age 55 with at least 10 years of service with BB&T and/or an Affiliate, or, in the event the Employee has not attained at least age 55 with at least 10 years of service, the Employee’s attainment of at least age 65 with at least 5 years of service with BB&T and/or an Affiliate; and (ii) if the Participant is a ~~non-GAAP measure.~~Director, the Director’s attainment of at least the age of retirement specified in BB&T’s ~~management believes investors use this measure~~policy and procedure applicable to ~~evaluate~~Directors as the ~~ratio~~retirement age for Directors.
15.45.Rule16b-3 means Rule16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.
15.46.SAR andStock Appreciation Right. means a stock appreciation right granted under Section 5.1. References to “SARs” include both Related SARs and Freestanding SARs, unless the context requires otherwise.
15.47.SEC means the Securities and Exchange Commission or any successor thereto.
15.48.Section 162(m) means Section 162(m) of the Code and the guidance issued thereunder by the United States Department of the Treasury and/or Internal Revenue Service.
15.49.Section 409A means Section 409A of the Code and the guidance issued thereunder by the United States Department of the Treasury and/or Internal Revenue Service.
15.50.Securities Act means the Securities Act of 1933, as amended.
15.51.Separation from Service means a termination of employment with BB&T and all Affiliates that is a “separation from service” within the meaning of Section 409A. In accordance with Section 409A, bona fide leaves of absence up to six (6) months (or longer if the individual retains a right to reemployment under an applicable statute or by contract) for governmental or military service, illness, temporary disability or other reasons shall not be deemed Separations from Service.
15.52.Specified Employee means a “specified employee” within the meaning of Section 409A and any “specified employee” identification policy of BB&T.
15.53.Ten Percent Shareholder means an individual who, at the time an Option is granted, owns stock ~~price~~possessing more than ten percent (10%) of the total combined voting power of all classes of stock of BB&T or an Affiliate. For this purpose, an individual will be deemed to own stock which is attributable to the ~~book value per share without~~individual under Section 424(d) of the ~~impact~~Code.
REST OF PAGE INTENTIONALLY LEFT BLANK
B-23
IN WITNESS WHEREOF, this BB&T Corporation 2012 Incentive Plan, Amended April 25,2017, is, by the authority of ~~intangible assets.~~
the Board of Directors of BB&T Corporation, executed on behalf of BB&T Corporation, the      day of                     , 2017.
BB&T CORPORATION
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
[Corporate Seal]
B-24

ATTENDING THE ANNUAL MEETING

Date and Time

11:00 a.m. Eastern Daylight Time on Tuesday, April ~~26, 2016~~25, 2017

Location

~~Embassy Suites, 460~~Hilton Harrisburg
One North ~~Cherry~~Second Street ~~Winston-Salem, NC 27101~~
Harrisburg, PA 17101

Who May Attend:
•
Record holders: Shareholders who own shares of BB&T common stock directly and not through a bank, broker or intermediary.

•
Beneficial holders: Shareholders whose shares of BB&T common stock are held for them by banks, ~~brokerages~~brokers or other intermediaries.

•
Authorized representatives of entities who are beneficial holders of BB&T common stock.
Required Documentation:
In addition to a valid photo ID, the following materials must be presented in order to be admitted to the ~~Annual Meeting:~~annual meeting:

•

Record holders: The top portion of your proxy card, which will serve as an admission ticket.

•

Beneficial holders: Evidence of your ownership, which may include (1) a notice regarding the availability of proxy materials, (2) the top portion of a voting instruction form, or (3) a recent proxy or letter from the bank, broker or other intermediary that holds the beneficial holders’ shares and that confirms the beneficial holders’ ownership of those shares.

•
Authorized representatives of beneficial holders: A letter from the record holder certifying the beneficial ownership of the entity they represent and a letter from the beneficial holder certifying as to their status as an authorized representative.
Prohibited Items:
•

The use of cameras (including cellular phones or PDAs with photographic and/or video recording capabilities), recording devices and other electronic devices, cellular phones or PDAs is strictly prohibited.

•
Knives, firearms, any item that could be used as a weapon and any other device or instrument that may be potentially disruptive are strictly prohibited.
Admissions:
•
BB&T representatives will be at the entrance to the ~~Annual Meeting~~annual meeting and these representatives will have the authority, on BB&T’s behalf, to determine whether the admission policy and procedures are being followed and whether you will be granted admission to the ~~Annual Meeting.~~annual meeting.
~~002CSN5D81~~002CSN778A
~~C0001125050~~C0001125053

Admission Ticket

Electronic Voting Instructions

You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on April ~~25, 2016.~~24, 2017.

Vote by Internet

•  Go towww.envisionreports.com/BBT

•  Or scan the QR code with your smartphone

•  Follow the steps outlined on the secure website

Vote by telephone
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.
x☒
•  Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone

•  Follow the instructions provided by the recorded message

q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

A

Election of Directors — The Board of Directors recommends a voteFOR all nominees listed.



1. The election of ~~eighteen~~sixteen directors, each for a one-year term expiring at the ~~2017~~2018 Annual Meeting of Shareholders.

+
For Against Abstain For Against Abstain For Against Abstain
     01 - Jennifer S. Banner ¨☐ ¨☐ ¨☐ 07 - Kelly S. King ¨☐ ¨☐ ¨☐ 13 - ~~Tollie W. Rich, Jr.~~Christine Sears ¨☐ ¨☐ ¨☐
     02 - K. David Boyer, Jr. ¨☐ ¨☐ ¨☐ 08 - Louis B. Lynn, Ph.D. ¨☐ ¨☐ ¨☐ 14 - ~~Christine Sears~~Thomas E. Skains ¨☐ ¨☐ ¨☐
     03 - Anna R. Cablik ¨☐ ¨☐ ¨☐ 09 - ~~Edward C. Milligan~~Charles A. Patton ¨☐ ¨☐ ¨☐ 15 - Thomas ~~E. Skains~~N. Thompson ¨☐ ¨☐ ¨☐
     04 - James A. Faulkner ¨☐ ¨☐ ¨☐ 10 - ~~Charles A. Patton~~Nido R. Qubein ¨☐ ¨☐ ¨☐ 16 - ~~Thomas N. Thompson~~Stephen T. Williams ¨☐ ¨☐ ¨☐
     05 - I. Patricia Henry ¨☐ ¨☐ ¨☐ 11 - ~~Nido R. Qubein~~William J. Reuter ¨☐ ¨☐ ¨☐ ~~17 - Edwin H. Welch, Ph.D.~~ ¨ ¨ ¨
     06 - Eric C. Kendrick ¨☐ ¨☐ ¨☐ 12 - ~~William J. Reuter~~Tollie W. Rich, Jr. ¨☐ ¨☐ ¨☐ ~~18 - Stephen T. Williams~~ ¨ ¨ ¨

B

Management Proposals — The Board of Directors recommends a voteFORProposals 2, 3 and 3.5, and “EVERY YEAR” for Proposal 4.

2.

To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2016.

For

¨

Against

¨

Abstain

¨


3.

To vote on an advisory resolution to approve BB&T’s executive compensation program, commonly referred to as a “say on pay” vote.

For

¨

Against

¨

Abstain

¨


2.

To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2017.

For

☐

Against

☐

Abstain

☐


3.

To vote on an advisory resolution to approve BB&T’s executive compensation program, commonly referred to as a “say on pay” vote.

For

☐

Against

☐

Abstain

☐

4.

To vote on an advisory resolution to approve the frequency of BB&T’s “say on pay” vote.

Every
Year

☐


2 Years

☐


3 Years

☐


Abstain

☐


5.

To approve the amendments to the BB&T Corporation 2012 Incentive Plan, which include increasing the number of authorized shares, and re-approval of the Plan for purposes of Internal Revenue Code section 162(m).


☐


☐


☐

C
Shareholder Proposals— The Board of Directors recommends a voteAGAINSTProposal 6.
6.
To vote on a shareholder proposal requesting the elimination of supermajority voting provisions in BB&T Corporation’s articles and bylaws, if properly presented at the meeting.
For
☐
Against
☐
Abstain
☐

~~IF VOTING BY MAIL, PLEASE COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.~~


ADMISSION TICKET

   PLEASE DETACH BELOW AND BRING WITH YOU IF YOU
   PLAN TO ATTEND THE ANNUAL MEETING IN PERSON



VOTE BY INTERNET OR TELEPHONE

   24 Hours a Day—7 Days a Week

It’s Fast and Convenient

Important ~~notice regarding~~Notice Regarding the Internet ~~availability~~Availability of
~~proxy materials~~Proxy Materials for the Annual Meeting of ~~shareholders.~~Shareholders.
The Proxy Statement, BB&T’s Annual Report and Form 10-K
are available at: www.envisionreports.com/BBT

q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

Proxy — BB&T CORPORATION       +

ANNUAL MEETING APRIL ~~26, 2016~~25, 2017

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BB&T CORPORATION
The undersigned shareholder of BB&T Corporation, a North Carolina corporation (“BB&T”), appoints Kelly S. King, Christopher L. Henson and Robert J. Johnson, Jr., or any of them, with full power to act alone, the true and lawful attorneys-in-fact of the undersigned, with full power of substitution and revocation, to vote all shares of common stock of BB&T that the undersigned is entitled to vote at the annual meeting of shareholders of BB&T to be held at the ~~Embassy Suites, 460~~Hilton Harrisburg, One North ~~Cherry~~Second Street, ~~Winston-Salem, North Carolina, 27101,~~Harrisburg, PA 17101, on Tuesday, April ~~26, 2016~~25, 2017 at 11:00 a.m. Eastern Daylight Time and at any adjournment thereof, with all powers the undersigned would possess if personally present, as stated on the reverse side hereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS OF THE UNDERSIGNED. IF NO INSTRUCTION TO THE CONTRARY IS GIVEN, THIS PROXY WILL BE VOTED:

“FOR” EACH OF THE NOMINEES FOR DIRECTOR DESCRIBED IN PROPOSAL 1;
“FOR” PROPOSALS 2, 3, AND 3;5, AND “EVERY YEAR” FOR PROPOSAL 4;
“AGAINST” PROPOSAL 6
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED ATTORNEYS-IN-FACT.
THE TOP PAGE OF THE PROXY CARD SERVES AS YOUR ADMISSION TICKET TO THE ANNUAL MEETING.
The undersigned acknowledges receipt of the Notice of the BB&T Annual Meeting and Proxy Statement.

CD

Non-Voting Items

Change of Address— Please print new address below.

DE

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please insert date of signing. Sign exactly as the name appears on the reverse. Where stock is issued in two or more names, all names should sign. If signing as attorney, administrator, executor, trustee or guardian, give full title as such. A corporation should sign by an authorized officer and affix seal.
Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
    /      /

   +
IF VOTING BY MAIL, PLEASE COMPLETE SECTIONS A - DE ON BOTH SIDES OF THIS CARD.



PROXY STATEMENT SUMMARY			1

PROPOSAL 1 – ELECTION OF DIRECTORS			58

CORPORATE GOVERNANCE MATTERS			1719

CORPORATE GOVERNANCE GUIDELINES			1719
DIRECTOR INDEPENDENCE			1719
BOARD COMPOSITION			1820
BOARD LEADERSHIP STRUCTURE			1820
STRATEGIC DIRECTIONAND PLANNING			1921
STANDINGBOARD COMMITTEES, MEMBERSHIPAND ATTENDANCEAND LEAD DIRECTOR RESPONSIBILITIES			1921
MAJORITY VOTINGAND DIRECTOR RESIGNATION POLICY; DIRECTOR RETIREMENT			2224
BB&T’S CULTURE			2224
ETHICSAT BB&T			2325
C~~OMMUNICATIONSWITHTHE~~ B~~OARD~~OF D~~IRECTORS~~			23
SHAREHOLDER ENGAGEMENT PROGRAM			2325
EP~~NVIRONMENTAL~~ROXY, ACCESS			26
NOMINATINGAND CORPORATE GOVERNANCE COMMITTEE DIRECTOR NOMINATIONS			26
CORPORATE SOCIAL, R~~AND~~ G~~OVERNANCE~~ESPONSIBILITY REPORT			2427
STATEMENTOF POLITICAL ACTIVITY			2428
B~~OARD~~ S~~KILLSAND~~ T~~RAINING~~ P~~ROGRAM~~			24
POLICYFOR ACCOUNTINGAND LEGAL COMPLAINTS			2428
DB~~IRECTOR~~OARD NS~~OMINATIONS~~KILLSAND TRAINING PROGRAM			2529
R~~ISK~~ O~~VERSIGHT~~			26
MANAGEMENT SUCCESSION PLANNING			2829
CR~~ORPORATE~~ISK GO~~OVERNANCE~~ M~~ATERIALS~~VERSIGHT			2829
COMMUNICATIONSWITHTHE BOARDOF DIRECTORS			30

STOCK OWNERSHIP INFORMATION			2931

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			3032

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2016~~2017			31

F~~EES~~TO A~~UDITORS~~			31
A~~UDIT~~ C~~OMMITTEE~~ PRE-A~~PPROVAL~~ P~~OLICY~~			32
A~~UDIT~~ C~~OMMITTEE~~ R~~EPORT~~			33

FEESTO AUDITORS			33
AUDIT COMMITTEE PRE-APPROVAL POLICY			34
AUDIT COMMITTEE REPORT			35

PROPOSAL 3 – VOTE ON AN ADVISORY RESOLUTION TO APPROVE BB&T’S EXECUTIVE COMPENSATION PROGRAM			3436

COMPENSATION DISCUSSION AND ANALYSIS			38

SECTION 1 – EXECUTIVE SUMMARY			39
SECTION 2 �� 2017 CHANGESTO OUR COMPENSATION PROGRAM			44
SECTION 3 – 2016 EXECUTIVE COMPENSATION PROGRAMAND PAY DECISIONS			46
SECTION 4 – BB&T’S EXECUTIVE COMPENSATION PROCESS			56
SECTION 5 – OTHER ASPECTSOF BB&T’S EXECUTIVE COMPENSATION PROGRAMAND GOVERNANCE PRACTICES			60
COMPENSATION COMMITTEE REPORTON EXECUTIVE COMPENSATION			64
COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION			64



COMPENSATION ~~DISCUSSION AND ANALYSIS~~OF EXECUTIVE OFFICERS			3565

S~~ECTION~~ ~~1 – EXECUTIVE~~ S~~UMMARY~~			35
S~~ECTION~~ ~~2 – 2015 EXECUTIVE~~ C~~OMPENSATION~~ P~~ROGRAMAND~~ PAY D~~ECISIONS~~			42
S~~ECTION~~ ~~3 – BB&T’~~S E~~XECUTIVE~~ C~~OMPENSATION~~ P~~ROCESS~~			58
S~~ECTION~~ ~~4 – OTHER~~ A~~SPECTS~~OF ~~BB&T’~~S E~~XECUTIVE~~ C~~OMPENSATION~~ P~~ROGRAM~~			62
C~~OMPENSATION~~ C~~OMMITTEE~~ R~~EPORT~~ON E~~XECUTIVE~~ C~~OMPENSATION~~			67
C~~OMPENSATION~~ C~~OMMITTEE~~ I~~NTERLOCKSAND~~ I~~NSIDER~~ P~~ARTICIPATION~~			67

~~COMPENSATION OF EXECUTIVE OFFICERS~~			68

~~2015~~2016 SUMMARY COMPENSATION TABLE			6865
~~2015~~2016 GRANTSOF PLAN-BASED AWARDS			7268
~~2015~~2016 OUTSTANDING EQUITY AWARDS AATT FISCAL YEAR-END			7369
OPTION EXERCISESAND STOCK VESTEDIN ~~2015~~2016			7470
~~2015~~2016 PENSION BENEFITS			7571
~~2015~~2016 NON-QUALIFIED DEFERRED COMPENSATION			7672
POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEOF CONTROL			73

COMPENSATION OF DIRECTORS			77

2016 DIRECTOR COMPENSATION TABLE			77

~~COMPENSATION~~PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF ~~DIRECTORS~~“SAY ON PAY” VOTES			8180

PROPOSAL 5 – APPROVAL OF AMENDMENTS TO THE 2012 INCENTIVE PLAN, WHICH INCLUDE INCREASING THE NUMBER OF AUTHORIZED SHARES, AND~~2015 DIRECTOR~~ C~~OMPENSATION~~ T~~ABLE~~RE-APPROVAL OF THE PLAN FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 162(m)			81

PROPOSAL 6 – SHAREHOLDER PROPOSAL REQUESTING THE ELIMINATION OF SUPERMAJORITY VOTING PROVISIONS IN BB&T CORPORATION’S ARTICLES AND BYLAWS			90

TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS			8493

LOANSTO EXECUTIVE OFFICERSAND DIRECTORS			8493
RELATED PERSON TRANSACTIONS			8493

VOTING AND OTHER INFORMATION			8595

SHARES ENTITLEDTOV~~OTING~~OTE~~AND~~ATTHE MEETING			95
QUORUM REQUIREMENTS			8595
VOTING PROCEDURES			8595
VOTES REQUIRED, NON-VOTES, ABSTENTIONS,AND REVOCATIONS			8696
DELIVERING PROXY MATERIALS			8696
PROXY COSTS			8697
PROPOSALSFOR ~~2017~~2018 ANNUAL MEETINGOF SHAREHOLDERS			8797
HOW~~WILLVOTINGRESULTS~~BE~~REPORTED~~?			87
OTHER BUSINESS			8898

ANNEX A –NON-GAAP FINANCIAL MEASURES			A-1

ANNEX B – BB&T CORPORATION 2012 INCENTIVE PLAN, AS AMENDED			B-1

ATTENDING THE ANNUAL MEETING


Proposals	Votes Required	Board Recommendation	More Information
Election of ~~18 Directors~~16 directors named in the proxy statement	Majority of votes cast for each nominee	FOR EACH NOMINEE	Page 58
Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2016~~2017	Majority of votes cast	FOR	Page 3133
Advisory vote to approve BB&T’s executive compensation program, commonly referred to as a “say on pay” vote	Majority of votes cast	FOR	Page 3436
Advisory vote on the frequency of ��say on pay” votes	Majority of votes cast (in the absence of a majority, we will consider which frequency receives the most votes by shareholders)	EVERY YEAR	Page 80
Approval of amendments to the BB&T Corporation 2012 Incentive Plan, which include increasing the number of authorized shares, andre-approval of the Plan for purposes of Internal Revenue Code Section 162(m)	Majority of votes cast	FOR	Page 81
A shareholder proposal requesting the elimination of supermajority voting provisions in BB&T Corporation’s articles and bylaws, if properly presented at the meeting	Majority of votes cast	AGAINST	Page 90


Voting By Proxy
Voting Methods	*~~Internet:~~* ~~You may access the proxy materials on the~~ Internet at~~http://~~	Telephone	Mail
Shareholders of Record (shares registered via Computershare)	www.envisionreports.com/BBT	Call 1-800-652-VOTE (8683) and follow the instructions on the proxy card ~~or on the Notice of Internet Availability. Shareholders who hold shares in “street name,” should follow the instructions provided by their broker or bank.~~	Sign, date and mail your proxy card
Beneficial Owners (shares owned through your bank or brokerage account)	www.proxyvote.com	*~~Telephone:~~* ~~You may call toll-free 1-800-652-VOTE~~Call 1-800-454-VOTE (8683), and follow the instructions on ~~the proxy card or on the Notice of Internet Availability.~~

*~~Mail:~~*~~If you received~~ your ~~proxy materials by mail, you may vote by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided.~~ voting instruction form	*~~In person:~~*~~A shareholder may vote in person at the Annual Meeting by filling out a ballot.~~ Sign, date and mail your voting instruction form


¨☐		Preliminary Proxy Statement
¨
☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
x
☒		Definitive Proxy Statement
¨
☐		Definitive Additional Materials
¨
☐		Soliciting Material ~~Pursuant to §240.14a-12~~under§240.14a-12

¨
☐		Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.


		(1)		Title of each class of securities to which transaction applies:

¨
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


				By Order of the Board of Directors,



				Kelly S. King
				Chairman and Chief Executive Officer


~~Corporate Governance~~Financial Highlights
2016—A Record Performance Year:
• Record net income available to common shareholders of $2.3 billion. • Asset growth of 4.4% year-over-year. • Average non-interest bearing deposits increased 15% year-over-year, second highest growth rate in our peer group. • Record revenue of $11.0 billion, up 12.3% from 2015. • Nonperforming assets represented 0.57% of loan-related assets, best in our peer group (peer group average 0.99%).		• Strong capital and liquidity ratios. • Credit ratings that are among the highest in our industry. • Strong absolute total return to shareholders of 28.4%. • Total shareholder return exceeded peer average and S&P Financials Index for the 10, 15, and 20 year periods. • BB&T achieved a record stock price during the calendar year, which as of the record date was $48.26.

	•
Our Board of Directors believes that maintaining a strong corporate governance framework is essential to the continuing growth and success of BB&T. Below are several notable features of our corporate governance framework:
*Proxy Access*		In 2016, we adopted a proxy access bylaw that allows a shareholder or group of up to 20 shareholders that has held at least 3% of our common stock for at least three years to nominate up to 25% of the Board (but at least two directors) and have those nominees appear in our proxy statement, subject to notice and other specific requirements in our bylaws.
*Active, Independent Board of Directors*~~. Sixteen~~		Fourteen of our ~~eighteen~~sixteen directors are independent, and our directors attended ~~99%~~98% of the Board and committee meetings held last year.

	• *Risk Oversight*		We have developed a robust risk management organization, reporting to our Board, with the purpose of providing objective oversight of our risk-taking activities.
*Clawbacks and Executive Risk Scorecard*.		We make all executive awards (cash and equity) subject to recoupment and also may utilize our executive risk scorecard to ~~adjust~~reduce incentive compensation for negative risk outcomes.

	• *Shareholder Engagement*		We maintain a robust shareholder engagement program, actively seeking feedback from our shareholders to improve our governance and compensation practices.
*Statement of Political Activity*.		We publish on our website a Statement of Political Activity, ~~which describes~~describing our Board’s oversight ~~process for~~of political contributions and political activity.


		(1)		Amount Previously Paid:


~~Proxy Statement Summary~~

	•*Corporate Social Responsibility Report*		We publish on our website a Corporate Social Responsibility Report, highlighting our good stewardship of the natural resources entrusted to us, our promotion of our associates’ and communities’ well-being, and our coherent corporate governance program.
*Board Committees*.		We have five standing board committees, as indicated in the ~~table below.~~following table. Each standing committee has a written charter adopted by the Board that can be found on our website atwww.bbt.com.


Jennifer S. Banner Knoxville, TN

Age: 57 Lead Director Tenure: ~~Age:~~56• ~~Tenure:~~ BB&T since 2003 •Branch Bank since 2013 Board Committees: •Executive •Risk Public Company Directorship: •Communications Sales & Leasing, Inc.				*Professional Experience:* Ms. Banner has served as President and Chief Executive Officer of SchaadSource, LLC (a financial and administrative services company) since 2006, Chief Executive Officer of Schaad Companies, LLC (a diversified holding company) since 2008 and Chief Executive Officer of Schaad Family Office, LLC (a diversified holding company) since 2012. *Qualifications and Skills:* Ms. Banner brings to BB&T experience as a Chief Executive Officer and skills in public accounting, as well as financial services, corporate governance and risk management experience from her prior service on the boards of directors of First Vantage Bank and First Virginia Banks, Inc. She ~~has~~ served for ~~the past~~ six years (2010-2015) as a director of the Federal Reserve Bank of Atlanta (Nashville Branch) where she received formal training in monetary policy, the banking system and macroeconomics. In addition, Ms. Banner has experience with community-oriented organizations, construction, real estate development, and serves as a director and chair of the audit committee of Communications Sales & Leasing, Inc., a real estate investment trust in the communications infrastructure space. ~~Ms. Banner qualifies as an “audit committee financial expert” under SEC guidelines.~~ *~~Qualifications and Experience:~~* ~~Executive leadership, public company director, audit committee financial expert qualified, accounting, corporate governance and supervision, financial services~~

K. David Boyer, Jr. Oakton, VA

Age:64 65 Tenure: ~~Tenure:~~• BB&T since 2009 •Branch Bank since 2013 Board Committees: •Executive •Risk				*Professional Experience:* Mr. Boyer has served as Chief Executive Officer of GlobalWatch Technologies, Inc. (a business intelligence, cybersecurity, information assurance, governance and compliance firm) since 2004. Mr. Boyer also has served as a director of Virginia Community Development Corporation (a tax credit fund manager supporting economic development in Richmond) since 2009 and as a Treasury Board Member for the Commonwealth of Virginia from ~~2002-2013.~~2002-2014. *Qualifications and Skills:* Prior to his election to the BB&T Board, Mr. Boyer served for over 11 years on Branch Bank’s local advisory board in Washington, D.C. This experience provided Mr. Boyer with a thorough understanding of BB&T’s banking organization, governance structure and its values and culture. Mr. Boyer has extensive experience with risk management, accounting and finance, as well as information technology services, information management, ~~information assurance~~cybersecurity and anti-terrorism assistance services, and brings skills related to this experience to the BB&T Board. *~~Qualifications and Experience:~~* ~~Executive leadership, accounting, corporate governance and supervision~~


Anna R. Cablik Marietta, GA

Age:6364 Tenure: ~~Tenure:~~• BB&T since 2004 •Branch Bank since 2013 Board Committees: • Compensation •Nominating and Corporate Governance (Chair) ~~Compensation~~ Public Company Directorship: •Georgia Power Company				*Professional Experience:* Ms. Cablik has served as the President of Anasteel & Supply Company, LLC (a reinforcing steel fabricator) since 1994 and as President of Anatek, Inc. (a general contractor) since 1982. ~~She is also a member of the Trust Committee for the Branch Bank board.~~ *Qualifications and Skills:* Ms. Cablik brings entrepreneurial and business-building skills and experience to BB&T, having successfully founded and grown several businesses. Her extensive career managing a diverse portfolio of projects provides risk assessment skills and governance experience to the BB&T Board. Her public company director experience has provided her a broad understanding of corporate governance matters. Additionally, as the owner and operator of a company, Ms. Cablik has over 30 years of experience overseeing the preparation of financial statements and the review of accounting matters. *~~Qualifications and Experience:~~* ~~Executive leadership, public company director, accounting, corporate governance and supervision~~

James A. Faulkner Dahlonega, GA

Age:7172 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 2000 Board Committees: •Audit				*Professional Experience:* Mr. Faulkner is currently retired and previously served as a consultant to Branch Bank from 2000 through 2011. *Qualifications and Skills:* Mr. Faulkner brings to BB&T significant financial services leadership, oversight and expertise stemming from his distinguished ~~49-year~~52-year career in commercial banking, including serving as the top executive of Century South Banks from 1997 until it merged with BB&T in 2000. He has served as a director of four different public companies over a 25+ year period, providing him with meaningful corporate governance perspective and experience. Mr. Faulkner’s long tenure on the Branch Bank board ~~where he is the Chairman of the Trust Committee,~~ and his extensive service as a bank executive affords him valuable insight as to BB&T’s banking operations and its vision, mission, values and culture. Mr. Faulkner qualifies as an “audit committee financial expert” under SEC guidelines. *~~Qualifications and Experience:~~* ~~Executive leadership, audit committee financial expert qualified, corporate governance and supervision, financial services~~


I. Patricia Henry Stone Mountain, GA

Age:6869 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 1999 Board Committees: •Audit				*Professional Experience:* Ms. Henry is currently retired and previously was the Director of Strategic Projects for Miller Brewing from 2005 to 2008. *Qualifications and Skills:* Ms. Henry brings extensive risk management, strategic planning and organizational development experience and skills to the BB&T Board. At Miller Brewing, Ms. Henry became the first woman to hold a lead management position at a major U.S. brewery when she was named Plant Manager of the Eden, North Carolina facility in 1995. In addition, Ms. Henry’s operational business background allows her to bring the perspective of a commercial client into BB&T’s boardroom. Her institutional knowledge and longstanding Branch Bank board service further qualify her to serve as a member of the BB&T Board. *~~Qualifications and Experience:~~* ~~Executive leadership, corporate governance and supervision~~

Eric C. Kendrick Arlington, VA

Age:6970 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 2003 Board Committees: •Compensation •Nominating and Corporate Governance ~~Governance~~				*Professional Experience:* Mr. Kendrick has served as the President of Mereck Associates, Inc. (a real estate management and development firm) since 1989. He is also President of Old Dominion Warehouse Corporation (a warehouse leasing and development firm) since 1991, President of Upton Corporation (a commercial property development company) since 1991, and President of Murteck Construction Company, Inc. (a general contractor) since 1991. *Qualifications and Skills:* Mr. Kendrick brings to BB&T significant financial services industry experience and corporate governance perspective from his service on the boards of First Virginia Banks, Inc., where he served as a director from 1986 until it merged with BB&T in 2003, and Branch Bank, where he has served as director since ~~2003 and is currently a member of the Trust Committee.~~2003. As a successful ~~business leader,~~executive, Mr. Kendrick also brings to the BB&T Board a high level of business acumen, as well as significant experience and valuable perspective from the construction and real estate development industries. *~~Qualifications and Experience:~~* ~~Executive leadership, corporate governance and supervision, financial services~~


Kelly S. King Winston-Salem, NC

Age:6768 Tenure: ~~Tenure:~~• BB&T since 2008 •Branch Bank since 1995 Board Committees: •Executive •Risk				*Professional Experience:* Mr. King has served as Chairman of BB&T since 2010; ~~President and~~ Chief Executive Officer of BB&T and Chairman and Chief Executive Officer of Branch Bank since 2009; and Chief Operating Officer of BB&T and Branch Bank from 2004-2008. *Qualifications and Skills:* Mr. King has forged a lifetime of leadership experience with BB&T, devoting 3233 of his 4344 years of service to BB&T as a member of Executive Management. He has assumed leadership roles in commercial and retail banking, operations, insurance, corporate financial services, investment services and capital markets. Mr. King is credited with leading BB&T to continued profitability and financial stability through the economic downturn beginning in 2008. His unwavering commitment to the company’s vision, mission and values has led to a nationally recognized associate volunteer program, called the Lighthouse Project. Since 2009, the Lighthouse Project completed more than 7,700 projects for the communities we serve. Mr. King ~~has~~ served as the Fifth District representative on the Federal Advisory Council of the Board of Governors of the Federal Reserve System ~~since January~~from 2013 through 2016, and ~~currently serves~~served as President of the Federal Advisory ~~Council.~~Council in 2016. He has been a member of ~~the~~The Financial Services Roundtable since 2010 and he previously served on the Board of the Federal Reserve Bank of Richmond from 2009 to 2011. Mr. King also has ~~also~~ served as Chairman of the North Carolina Bankers Association board and as Vice Chairman of the American Bankers Council. Mr. King was named the Banker of the Year for 2015 byAmerican Banker magazine. His leadership steered the successful completion of our 2015 acquisition of Susquehanna Bancshares—a transaction that was named M&A Deal of the Year (Over $1B to $5B) byThe M&A Advisor. Mr. King was named bySNL Financial as one of its “Most Influential” in banking in 2015 & 2014. In 2011, he was ranked #3 “Best CEO” by sell-side analysts in a study byInstitutional Investor magazine. Since 2009, BB&T has led all U.S. banks in total awards for small business and middle market banking by Greenwich Associates. ~~In 2015,~~ BB&T was named one of the “2017 Best Banks in America” by Forbes, asand one of ~~America’s Best Banks.~~ *~~Qualifications and Experience:~~* ~~Executive leadership, accounting, corporate governance and supervision, financial services~~the “World’s Most Admired Companies” by Fortune, ranking #4 among superregional banks.


Louis B. Lynn, Ph.D. Columbia, SC

Age:6768 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 2006 Board Committees: •Compensation •Nominating and Corporate Governance		*Professional Experience:* Dr. Lynn has served as the President and Chief Executive Officer of ENVIRO AgScience, Inc. (a defense contractor and provider of construction, construction management, and landscape and design services) since founding the firm in 1985. *Qualifications and Skills:* Dr. Lynn possesses valuable oversight skills and ~~experiences~~governance experience gained in serving as the top executive of ENVIRO AgScience. He also brings to the BB&T Board government and private sector design and construction experience of sustainable energy efficient facilities. Dr. Lynn has served as a member of the Clemson University Board of Trustees since 1988. He also serves as an Adjunct Professor of Horticulture at Clemson University and ~~has~~ served on a number of national and state boards ~~and commissions relating~~related to agriculture, higher education and business leadership. His familiarity with modern agriculture science and agribusiness imparts an important perspective to the Board, as does his service in the field of higher education. *~~Qualifications and Experience:~~* ~~Executive leadership, academia, corporate governance and supervision~~

~~Edward C. Milligan~~ ~~Marietta, GA~~

~~Age:~~71 ~~Tenure:~~ ~~BB&T since 2013~~ ~~Branch Bank since 2007~~ ~~Board Committees:~~ ~~Audit~~	Mr. Milligan is currently retired, but his distinguished career in banking spans over four decades, beginning in 1967 at First National Bank of Atlanta, and moving up the ranks in a variety of leadership roles and management positions at several institutions, until he ultimately became the Chairman of Main Street Banks, Inc., which merged with BB&T in 2006. Mr. Milligan’s extensive experience in the financial services industry brings to BB&T a substantial banking skill set, including significant experience with respect to risk management, operations and credit quality. Mr. Milligan qualifies as an “audit committee financial expert” under SEC guidelines. Mr. Milligan’s longstanding board service at Main Street Banks and Branch Bank, where he currently serves as a member of its Trust Committee, imparts corporate governance and supervisory skills. *~~Qualifications and Experience:~~* ~~Executive leadership, audit committee financial expert qualified, corporate governance and supervision, financial services~~


Charles A. Patton Hopewell, VA

Age:5960 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 1998 Board Committees: •Executive •Risk (Chair)				*Professional Experience:* Mr. Patton has served as a consultant and manager of Patton Holdings, LLC (a real estate holding company) since 2007 and manager of PATCO Investments, LLC (emphasizing specialty lending and equity participations) since 1998. *Qualifications and Skills:* Over the course of his extensive ~~banking~~ career in the financial services industry, Mr. Patton has served in a variety of leadership positions, including as the President and Chief Executive Officer of Virginia First Savings Bank. As the top executive of Virginia First, he gained leadership, oversight and risk management skills, as well as financial industry and banking operations expertise, which are valuable as a director of BB&T. His long tenure on the Branch Bank board has imparted him with significant institutional knowledge about BB&T, while also providing corporate governance expertise. Mr. Patton also is a leader in his community, holding leadership positions in a variety of social and civic organizations in the Richmond, Virginia area. *~~Qualifications~~ He is a Director and ~~Experience:~~* ~~Executive leadership, corporate governance~~the Chairman of the Audit and ~~supervision, financial services~~Finance Committees of Richard Bland College Foundation, Inc.


Nido R. Qubein High Point, NC

Age:6768 Tenure: ~~Tenure:~~• BB&T since 1990 •Branch Bank since 2013 Board Committees: •Executive •Risk Public Company Directorship: ~~Directorship:~~• La-Z-Boy Incorporated				*Professional Experience:* Dr. Qubein has been a BB&T director since 1990 and a Branch Bank director since 2013. He has served as President of High Point University since 2005 where he transformed the institution from a small college to a thriving university. He is also Executive Chairman of Great Harvest Bread Company (a whole grain bread bakery franchising company) since 2001. *Qualifications and Skills:* Dr. Qubein has written a dozen books on leadership, sales, communication and marketing and serves as advisor to businesses and organizations throughout the country on how to position their enterprises and create successful leadership programs. He is a business coach to CEOs and top executives. During his tenure on the BB&T Board, he has provided key leadership and made important contributions to the development and successful execution of BB&T’s strategy to be the “best of the best.” His many entrepreneurial ventures and service on more than 30 volunteer boards over the course of his career contribute governance and community service skills and experience to BB&T. He has been recognized nationally for his entrepreneurial and professional achievements including his induction in three halls of fame, receiving the University of Delaware’s Siegfried Entrepreneurship Award, and membership in the Horatio Alger Association for Distinguished Americans with such notable leaders like Starbuck’s Howard Schultz and General Colin Powell. *~~Qualifications and Experience:~~* ~~Executive leadership, public company director, academia, corporate governance and supervision~~


William J. Reuter Lititz, PA

Age:6667 Tenure: ~~Tenure:~~• BB&T since 2015 •Branch Bank since 2015 Board Committees: •Executive •Risk				*Professional Experience:* Mr. Reuter is the retired Chairman and Chief Executive Officer of Susquehanna Bancshares, Inc., having served as Chief Executive Officer and Chairman from ~~May~~2001 and 2002, respectively, until the merger of the company with BB&T Corporation. He was also Chairman of the Board of its banking subsidiary, Susquehanna Bank, as well as the following subsidiaries: Boston Service Company, Inc. (d/b/a Hann Financial Service Corp.), Valley Forge Asset Management, LLC, The Addis Group, LLC; Stratton Management Company and Semper Trust Company. ~~He started~~*Qualifications and Skills:* Mr. Reuter brings extensive experience in the financial services industry, beginning his career with Susquehanna in 1973, when he joined one of its predecessor banks in Maryland. ~~Mr. Reuter’s 35+~~He has more than 40 years in leadership roles within the banking ~~industry, his~~industry. Mr. Reuter’s experience as the CEO and Chairman of a large, publicly traded financial services organization and his risk management ~~skill and~~ expertise qualify him to serve as a member of our Board. ~~Mr. Reuter~~He joined our Board in August 2015 as a part of the Susquehanna merger. ~~Mr. Reuter also qualifies as an “audit committee financial expert” under SEC guidelines.~~ Mr. Reuter has held leadership roles in numerous community organizations throughout his career, including serving as campaign chairman for United Way campaigns in both Hagerstown, MD, and Lancaster, PA. *~~Qualifications and Experience:~~* ~~Executive leadership, corporate governance and supervision, financial services~~


Tollie W. Rich, Jr. Cape Coral, FL

Age:6667 Tenure: ~~Tenure:~~• BB&T since 2013 •Branch Bank since 2007 Board Committees: •Audit				*Professional Experience:* Mr. Rich ~~brings valuable perspective~~retired in 2000 as a senior banking executive at Branch Bank. Prior to ~~the BB&T Board by combining financial industry expertise with significant corporate governance and supervisory expertise. His~~that, his banking career spanned over 30 years, culminating with his service as the Executive Vice President, Chief Operating Officer and a director of Life Savings Bank, FSB, which merged with Branch Bank in ~~1998,~~1998. *Qualifications and ~~subsequent service as a senior banking executive at Branch Bank, retiring in 2000.~~Skills:* Mr. Rich brings valuable perspective to the BB&T Board by combining financial industry leadership and expertise with significant corporate governance and supervisory experience. His extensive ~~banking experience~~career in the financial services industry affords a deep understanding of operations and management, while his tenure on the Branch Bank board provides experience on corporate governance matters. Mr. Rich has a longstanding involvement with charitable and community organizations and presently utilizes his leadership skills on various civic and business association boards. ~~He currently serves as a member of the Trust Committee of the Branch Bank Board.~~ *~~Qualifications and Experience:~~* ~~Executive leadership, corporate governance and supervision, financial services~~


Christine Sears Harrisburg, PA

Age:6061 Tenure: ~~Tenure:~~• BB&T since 2015 •Branch Bank since 2015 Board Committees: •Audit				*Professional Experience:* Ms. Sears has served as the President and Chief Executive Officer of Penn National Insurance since January 1, 2015. Prior to being appointed Penn National’s President and Chief Executive Officer, Ms. Sears served as Penn National’s Executive Vice President and Chief Operating Officer since 2010 after serving as Penn National’s Chief Financial Officer from 1999 to 2010. *Qualifications and Skills:* Ms. Sears joined Penn National in 1980 as a financial analyst and held various positions of increasing leadership in the company prior to being named the President and Chief Executive Officer. Her deep understanding of the insurance industry is very valuable to our Board of Directors as BB&T’s insurance operations are our largest source ofnon-interest income. Ms. Sears joined our Board in August 2015 as a part of the Susquehanna merger. Ms. Sears qualifies as an “audit committee financial expert” under SEC guidelines. Ms. Sears is a Certified Public Accountant, holds the Chartered Property Casualty Underwriter designation from the ~~American~~ Institute for Chartered Property Casualty Underwriters, and has completed the Insurance Executive Development Course of the Wharton School of Business at the University of Pennsylvania. *~~Qualifications and Experience:~~* ~~Executive leadership, audit committee financial expert qualified, accounting, corporate governance and supervision, financial services~~


Thomas E. Skains Charlotte, NC

Age:5960 Tenure: ~~Tenure:~~• BB&T since 2009 •Branch Bank since 2013 Board Committees: •Executive (Chair) •Risk Public Company Directorship: ~~Directorship:~~• Duke Energy Corporation ~~Piedmont Natural~~• National Fuel Gas Company ~~Inc.~~				*Professional Experience:* Mr. Skains ~~has~~ served as Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. ~~since 2003.~~from 2003 until its acquisition in October 2016 by Duke Energy Corporation. *Qualifications and Skills:* Mr. Skains brings extensive leadership and strategic planning experience to BB&T through his experience leading a major natural gas utility in the Southeast. Mr. Skains also brings a wealth of corporate governance and risk management expertise gained through his former role as the ~~Chairman of the Board~~President and Chief Executive Officer of Piedmont Natural Gas, a publicly traded ~~corporation.~~corporation, and as a director of Duke Energy Corporation and National Fuel Gas Company, both publicly traded companies. His experience in the highly regulated natural gas industry is especially valuable given the high degree of regulation that currently exists in the financial services industry. Mr. Skains ~~also~~ has served on a wide variety of boards for prominent civic and business associations, providing him with extensive community relations experience. *~~Qualifications and Experience:~~* ~~Executive leadership, public company director, corporate governance and supervision~~


Thomas N. Thompson Owensboro, KY

Age:6768 Tenure: ~~Tenure:~~• BB&T since 2008 •Branch Bank since 2013 Board Committees: •Compensation (Chair) •Nominating and Corporate Governance				*Professional Experience:* Mr. Thompson has served as President of Thompson Homes, Inc. (a home builder) since 1978 and served as a member of the Kentucky House of Representatives ~~since 2003.~~from 2003-2016. *Qualifications and Skills:* As a former member of the Kentucky legislature, including serving as the Chairman of the House Banking and Insurance Committee, Mr. Thompson provides BB&T with a unique perspective on risk management and the regulation of the financial services industry. He also has valuable experience in the banking industry, having served as a director of AREA Bancshares, which was acquired by BB&T in 2002. Mr. Thompson also brings governance and community service skills and experience to the BB&T Board, having served as a director of various educational and community organizations. *~~Qualifications and Experience:~~* ~~Executive leadership, corporate governance and supervision, financial services~~

~~Edwin H. Welch, Ph.D.~~ ~~Charleston, WV~~

~~Age:~~71 ~~Tenure:~~ ~~BB&T since 2011~~ ~~Branch Bank since 2013~~ ~~Board Committees:~~ ~~Compensation (Chair)~~ ~~Nominating and~~ ~~Corporate Governance~~				~~Dr. Welch has served as President of the University of Charleston since 1989, and he joined BB&T’s Board after 11 years on Branch Bank’s local advisory board in Charleston, West Virginia.~~ He brings his vast knowledge of economics, political science and education to the BB&T Board. He understands the need for an organization to grow and evolve, as well as the related challenges in implementing such growth. As President of the University of Charleston, he has led the institution through unprecedented growth and fundraising, doubling full-time student enrollment, redefining the university’s mission, transforming its academic program and adding graduate schools of pharmacy and business. Dr. Welch also led the creation of a central administrative computing company, Independent College Enterprise, Inc., which serves eight colleges and universities. In 2006, he received the inaugural Charles L. Foreman Award for Innovation in Private Higher Education from the Foundation for Independent Higher Education. Dr. Welch was given the 2007 YMCA Spirit of the Valley Award in recognition of his exemplary community service. *~~Qualifications and Experience:~~* ~~Executive leadership, academia, corporate governance and supervision~~


Stephen T. Williams Winston-Salem, NC

Age:5657 Tenure: ~~Tenure:~~• BB&T since 2007 •Branch Bank since 2013 Board Committees: •Audit (Chair)				*Professional Experience:* Mr. Williams has served as a consultant and manager of Williams Development Group, LLC (a real estate development company) since August 2013. He has served as President of A.T. Williams Oil Company (a family investment company) since 1995 and served as President and Chief Executive Officer of WilcoHess, LLC (an operator of gas stations, convenience stores, restaurants and travel centers) from 2001 through January 2014. *Qualifications and Skills:* In addition to the management and oversight skills and experiences gained in serving as the top executive of A.T. Williams Oil Company and WilcoHess, Mr. Williams has a unique perspective on the needs of customers within BB&T’s footprint through his experience with the daily operations of a chain of over 400 gas stations, convenience stores, restaurants and travel centers in Alabama, Georgia, Tennessee, Virginia, Pennsylvania, and the Carolinas. In addition, Mr. Williams has gained experience in building ties between business and the local community through his involvement with community-oriented organizations such as the Winston-Salem Alliance. Mr. Williams qualifies as an “audit committee financial expert” under SEC guidelines. *~~Qualifications and Experience:~~* ~~Executive leadership, audit committee financial expert, corporate governance and supervision~~


Environmental	Education	Community Service
• Bank-wide conservation initiatives, including reducing the volume of paper used, purchasing recycled paper and environmentally-friendly cleaning products and recycling nearly 16.4 million tons of paper in 2015	• Through our Financial Foundations program, powered by EverFi, we teach high school students throughout our footprint how to comprehend and work with the principles of personal finance at no cost to schools or taxpayers	• BB&T Lighthouse Project completed more than 9,000 community service projects since 2009 (helping 13 million people), including financial help to local charities while our associates provide hands-on support for community projects including landscaping, facility renovations and meal preparation
• We are an advocate for the environment and sustainable design in new building construction, utilizing recycled content and energy efficient appliances	• Provide comprehensive educational opportunities to our associates through BB&T University and BB&T Banking School at Wake Forest University	• Launched our homeless outreach program in 2012, supporting emergency housing, food, transportation and medical care for homeless families in our community


~~Description~~Corporate Governance Matters		~~Available on BB&T’s Website at:~~
~~Corporate Governance Guidelines~~		~~http://bbt.investorroom.com/corporate-governance~~
~~Board Committees and Charters~~		~~http://bbt.investorroom.com/committee-charters~~
~~Codes of Ethics~~		~~http://bbt.investorroom.com/code-of-ethics~~
~~Statement of Political Activity~~		~~http://bbt.investorroom.com/corporate-governance~~
~~Accounting, Securities and Legal Violations Policy~~		~~http://bbt.investorroom.com/corporate-governance~~


Name of Beneficial Owner/Number of Persons in Group	Shares of Common Stock Beneficially Owned⁽¹⁾			Shares of Common Stock Subject to a Right to Acquire⁽²⁾		Percentage of Common Stock	Shares of Common Stock Beneficially Owned⁽¹⁾			Shares of Common Stock Subject to a Right to Acquire⁽²⁾		Percentage of Common Stock

*Directors and Executive Officers*
Jennifer S. Banner		22,746			27,489	*		27,869			9,007		*
K. David Boyer, Jr.		11,550			9,203	*		11,920			8,620		*
Anna R. Cablik		16,432			33,166	*		22,095			26,811		*
James A. Faulkner		36,827	⁽³⁾		1,115	*		38,544	⁽³⁾		1,114		*
I. Patricia Henry		13,933			1,115	*		14,926			1,114		*
Eric C. Kendrick		164,743	⁽⁴⁾		1,115	*		168,102	⁽⁴⁾		1,114		*
Kelly S. King		388,366	⁽⁵⁾		1,232,173	*		444,313	⁽⁵⁾		678,429		*
Louis B. Lynn, Ph.D.		4,717			1,115	*		9,427			1,114		*
Edward C. Milligan		57,445			1,115	*
Charles A. Patton		67,939			1,115	*		72,695			1,114		*
Nido R. Qubein		95,690	⁽⁶⁾		33,666	*		59,563	⁽⁶⁾		26,811		*
William J. Reuter		41,488			35,280	*		44,914			35,280		*
Tollie W. Rich, Jr.		115,615	⁽⁷⁾		1,115	*		120,128	⁽⁷⁾		1,114		*
Christine Sears		9,018			1,058	*		12,444			1,058		*
Thomas E. Skains		14,263	⁽⁸⁾		9,203	*		19,787	⁽⁸⁾		8,620		*
Thomas N. Thompson		551,451	⁽⁹⁾		22,722	*		556,574	⁽⁹⁾		22,139		*
Edwin H. Welch, Ph.D.		20,050	⁽¹⁰⁾		1,697	*
Stephen T. Williams		381,342	⁽¹¹⁾		22,722	*		386,782	⁽¹⁰⁾		22,139		*
Daryl N. Bible		82,257			299,614	*		107,815			172,483		*
Ricky K. Brown		159,839	⁽¹²⁾		490,212	*		194,216	⁽¹¹⁾		465,768		*
Barbara F. Duck								105,638			118,683		*
Donna C. Goodrich								70,307	⁽¹²⁾		157,731		*
Christopher L. Henson		165,972	⁽¹³⁾		491,025	*		200,958	⁽¹³⁾		226,671		*
Clarke R. Starnes III		82,723			218,830	*		108,872			137,772		*
Directors and Executive Officers as a group (30 persons)		2,804,377	⁽¹⁴⁾		4,098,300	*
Directors and Executive Officers as a group (29 persons)								2,951,019	⁽¹⁴⁾		2,339,664		*
*Beneficial Owners Holding More Than 5%*
BlackRock, Inc.⁽¹⁵⁾ 55 East 52^nd Street New York, NY 10022		42,031,540			-	5.40%		50,369,498			—		6.23%
The Vanguard Group, Inc.⁽¹⁶⁾ 100 Vanguard Blvd. Malvern, PA 19355		44,752,781			-	5.73%		52,538,406			—		6.50%


Proposal 2—Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm For ~~2016~~2017


	2015 ($)	2014 ($)	2016 ($)	2015 ($)
Audit Fees	9,146,000	8,185,000	9,056,000	9,146,000
Audit-Related Fees	3,558,000	4,447,000	2,844,000	3,558,000
Tax Fees	176,000	431,000	269,000	176,000
All Other Fees	4,578,000	4,883,000	51,000	4,578,000
Total	17,458,000	17,946,000	12,220,000	17,458,000


~~Audit Committee Report~~Proposal 2—Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm For 2017

~~Edwin H. Welch, Ph.D., Chair~~

~~Louis B. Lynn, Ph.D.~~

~~Anna R. Cablik~~

~~Tommy N. Thompson~~

~~Eric C. Kendrick~~