BB&T CORP (Form: 10-Q, Received: 11/02/2012 12:52:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended: September 30, 2012

Commission file number: 1-10853

BB&T CORPORATION

(Exact name of registrant as specified in its charter)

North Carolina

56-0939887

(State of Incorporation)

(I.R.S. Employer

Identification No.)

200 West Second Street

27101

Winston-Salem, North Carolina

(Address of Principal Executive Offices)

(Zip Code)

(336) 733-2000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	X		Accelerated filer

Non-accelerated filer		(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]

At October 31, 2012, 699,640,823 shares of the Registrant’s common stock, $5 par value, were outstanding.

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BB&T CORPORATION
FORM 10-Q
September 30, 2012
INDEX

		Page No.
PART I
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Income (Unaudited)	4
	Consolidated Statements of Comprehensive Income (Unaudited)	5
	Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk (see Market Risk Management)	86
Item 4.	Controls and Procedures	86
PART II
Item 1.	Legal Proceedings	86
Item 1A.	Risk Factors	86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities - (not applicable.)
Item 4.	Mine Safety Disclosures - (not applicable.)
Item 5.	Other Information - (none to be reported.)
Item 6.	Exhibits	87

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BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in millions, except per share data, shares in thousands)

				September 30,		December 31,
				2012		2011
Assets
	Cash and due from banks			$	1,557	$	1,562
	Interest-bearing deposits with banks				1,784		2,646
	Federal funds sold and securities purchased under resale agreements or similar
		arrangements			162		136
	Segregated cash due from banks				3		20
	Trading securities at fair value				572		534
	Securities available for sale at fair value ($1,581 and $1,577 covered by FDIC loss
		share at September 30, 2012 and December 31, 2011, respectively)			24,098		22,313
	Securities held to maturity (fair value of $13,445 and $14,098 at September 30, 2012
		and December 31, 2011, respectively)			13,140		14,094
	Loans held for sale at fair value				3,467		3,736
	Loans and leases ($3,688 and $4,867 covered by FDIC loss share at September 30,
		2012 and December 31, 2011, respectively)			114,140		107,469
	Allowance for loan and lease losses				(2,051)		(2,256)
		Loans and leases, net of allowance for loan and lease losses			112,089		105,213

	FDIC loss share receivable				656		1,100
	Premises and equipment				1,940		1,855
	Goodwill				6,718		6,078
	Core deposit and other intangible assets				718		444
	Residential mortgage servicing rights at fair value				563		563
	Other assets ($327 and $415 of foreclosed property and other assets covered by FDIC
		loss share at September 30, 2012 and December 31, 2011, respectively)			14,554		14,285
			Total assets	$	182,021	$	174,579

Liabilities and Shareholders’ Equity
	Deposits:
		Noninterest-bearing deposits		$	30,810	$	25,684
		Interest-bearing deposits			99,208		99,255
			Total deposits		130,018		124,939

	Federal funds purchased, securities sold under repurchase agreements and short-term
		borrowed funds			3,093		3,566
	Long-term debt				19,221		21,803
	Accounts payable and other liabilities				9,157		6,791
			Total liabilities		161,489		157,099

	Commitments and contingencies (Note 13)
	Shareholders’ equity:
		Preferred stock, liquidation preference of $25,000 per share			1,679		—
		Common stock, $5 par			3,498		3,486
		Additional paid-in capital			5,950		5,873
		Retained earnings			9,761		8,772
		Accumulated other comprehensive loss, net of deferred income taxes			(409)		(713)
		Noncontrolling interests			53		62
			Total shareholders’ equity		20,532		17,480
			Total liabilities and shareholders’ equity	$	182,021	$	174,579

	Common shares outstanding				699,541		697,143
	Common shares authorized				2,000,000		2,000,000
	Preferred shares outstanding				69		—
	Preferred shares authorized				5,000		5,000
The accompanying notes are an integral part of these consolidated financial statements.

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BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in millions, except per share data, shares in thousands)

					Three Months Ended				Nine Months Ended
						September 30,				September 30,
						2012		2011		2012		2011
Interest Income
	Interest and fees on loans and leases				$	1,492	$	1,546	$	4,486	$	4,589
	Interest and dividends on securities					221		199		685		512
	Interest on other earning assets					7		5		20		15
			Total interest income			1,720		1,750		5,191		5,116
Interest Expense
	Interest on deposits					105		150		333		473
	Interest on federal funds purchased, securities sold under repurchase
		agreements and short-term borrowed funds				2		3		5		10
	Interest on long-term debt					130		181		472		578
			Total interest expense			237		334		810		1,061
Net Interest Income						1,483		1,416		4,381		4,055
	Provision for credit losses					244		250		805		918
Net Interest Income After Provision for Credit Losses						1,239		1,166		3,576		3,137
Noninterest Income
	Insurance income					333		241		997		790
	Service charges on deposits					142		141		417		421
	Mortgage banking income					211		123		609		301
	Investment banking and brokerage fees and commissions					90		81		267		258
	Checkcard fees					48		78		136		229
	Bankcard fees and merchant discounts					62		51		175		149
	Trust and investment advisory revenues					46		43		137		131
	Income from bank-owned life insurance					30		33		87		92
	FDIC loss share income, net					(90)		(104)		(221)		(243)
	Other income					92		42		208		104
	Securities gains (losses), net
			Realized gains (losses), net			1		―		(3)		37
			Other-than-temporary impairments			―		(7)		(5)		(18)
			Non-credit portion recognized in other comprehensive income			(2)		(32)		(4)		(60)
				Total securities gains (losses), net		(1)		(39)		(12)		(41)
			Total noninterest income			963		690		2,800		2,191
Noninterest Expense
	Personnel expense					797		671		2,302		2,048
	Foreclosed property expense					54		168		218		456
	Occupancy and equipment expense					166		151		478		457
	Loan processing expense					85		55		210		168
	Regulatory charges					40		46		124		166
	Professional services					36		56		110		125
	Software expense					36		30		100		85
	Amortization of intangibles					31		24		82		75
	Merger-related and restructuring charges, net					43		―		57		―
	Other expenses					241		216		659		604
			Total noninterest expense			1,529		1,417		4,340		4,184
Earnings
	Income before income taxes					673		439		2,036		1,144
	Provision for income taxes					177		68		557		212
			Net income			496		371		1,479		932
	Noncontrolling interests					2		5		36		34
	Preferred stock dividends					25		―		33		―
			Net income available to common shareholders		$	469	$	366	$	1,410	$	898
Earnings Per Common Share
			Basic		$	0.67	$	0.52	$	2.02	$	1.29
			Diluted		$	0.66	$	0.52	$	1.99	$	1.27
	Cash dividends declared				$	0.20	$	0.16	$	0.60	$	0.49

Weighted Average Shares Outstanding
			Basic			699,091		697,052		698,454		696,335
			Diluted			709,875		705,604		708,439		704,910

The accompanying notes are an integral part of these consolidated financial statements.

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BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in millions)

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011

Net Income			$	496	$	371	$	1,479	$	932
Other Comprehensive Income, Net of Tax:
	Unrealized net holding gains (losses) arising during the period on securities
		available for sale		151		291		336		548
	Reclassification adjustment for (gains) losses on securities available for sale
		included in net income		1		25		8		26
	Change in amounts attributable to the FDIC under the loss share agreements			(13)		(29)		(41)		(82)
	Change in unrecognized gains (losses) on cash flow hedges			(10)		(70)		(25)		(112)
	Change in pension and postretirement liability			(1)		6		21		15
	Other, net			4		(5)		5		(4)
		Total other comprehensive income		132		218		304		391
		Total comprehensive income	$	628	$	589	$	1,783	$	1,323


Income Tax Effect of Items Included in Other Comprehensive Income:
	Unrealized net holding gains (losses) arising during the period on securities
		available for sale	$	92	$	173	$	204	$	324
	Reclassification adjustment for (gains) losses on securities available for sale
		included in net income		―		14		4		15
	Change in amounts attributable to the FDIC under the loss share agreements			(7)		(18)		(25)		(49)
	Change in unrecognized gains (losses) on cash flow hedges			(5)		(41)		(15)		(66)
	Change in pension and postretirement liability			(2)		3		12		9
	Other, net			1		3		2		3

The accompanying notes are an integral part of these consolidated financial statements.

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BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2012 and 2011
(Dollars in millions, shares in thousands)

													Accumulated
				Shares of					Additional				Other				Total
				Common	Preferred		Common		Paid-In		Retained		Comprehensive		Noncontrolling		Shareholders’
				Stock	Stock		Stock		Capital		Earnings		Income (Loss)		Interests		Equity
Balance, January 1, 2011				694,381	$	―	$	3,472	$	5,776	$	7,935	$	(747)	$	62	$	16,498
Add (Deduct):
	Net income			―		―		―		―		898		―		34		932
	Net change in other comprehensive income (loss)			―		―		―		―		―		391		―		391
	Stock transactions:
		In purchase acquisitions		26		―		―		1		―		―		―		1
		In connection with equity awards		1,918		―		10		(9)		―		―		―		1
		Shares repurchased in connection with equity
			awards	(642)		―		(3)		(15)		―		―		―		(18)
		In connection with dividend reinvestment plan		580		―		3		13		―		―		―		16
		In connection with 401(k) plan		838		―		4		19		―		―		―		23
	Cash dividends declared on common stock			―		―		―		―		(341)		―		―		(341)
	Equity-based compensation expense			―		―		―		73		―		―		―		73
	Other, net			―		―		―		(2)		1		―		(34)		(35)
Balance, September 30, 2011				697,101	$	―	$	3,486	$	5,856	$	8,493	$	(356)	$	62	$	17,541

Balance, January 1, 2012				697,143	$	―	$	3,486	$	5,873	$	8,772	$	(713)	$	62	$	17,480

Add (Deduct):
	Net income			―		―		―		―		1,443		―		36		1,479
	Net change in other comprehensive income (loss)			―		―		―		―		―		304		―		304
	Stock transactions:
		In purchase acquisitions		28		―		―		1		―		―		―		1
		In connection with equity awards		2,936		―		15		14		―		―		―		29
		Shares repurchased in connection with equity
			awards	(566)		―		(3)		(14)		―		―		―		(17)
		In connection with preferred stock offering		―		1,679		―		―		―		―		―		1,679
	Cash dividends declared on common stock			―		―		―		―		(421)		―		―		(421)
	Cash dividends declared on preferred stock			―		―		―		―		(33)		―		―		(33)
	Equity-based compensation expense			―		―		―		79		―		―		―		79
	Other, net			―				―		(3)		―		―		(45)		(48)
Balance, September 30, 2012				699,541	$	1,679	$	3,498	$	5,950	$	9,761	$	(409)	$	53	$	20,532

The accompanying notes are an integral part of these consolidated financial statements.

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BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in millions)
					Nine Months Ended
					September 30,
					2012		2011
Cash Flows From Operating Activities:
	Net income				$	1,479	$	932
	Adjustments to reconcile net income to net cash from operating activities:
		Provision for credit losses				805		918
		Depreciation				207		196
		Amortization of intangibles				82		75
		Equity-based compensation				79		73
		(Gain) loss on securities, net				12		41
		Net write-downs/losses on foreclosed property				152		337
		Net change in operating assets and liabilities:
			Segregated cash due from banks			17		290
			Loans held for sale			(143)		426
			FDIC loss share receivable			436		629
			Other assets			(653)		126
			Accounts payable and other liabilities			438		263
		Other, net				(241)		42
				Net cash from operating activities		2,670		4,348

Cash Flows From Investing Activities:
	Proceeds from sales of securities available for sale					249		401
	Proceeds from maturities, calls and paydowns of securities available for sale					2,959		2,395
	Purchases of securities available for sale					(4,453)		(11,605)
	Proceeds from maturities, calls and paydowns of securities held to maturity					3,566		730
	Purchases of securities held to maturity					(1,169)		(523)
	Originations and purchases of loans and leases, net of principal collected					(5,773)		(2,865)
	Net cash received from acquisitions					692		―
	Purchases of premises and equipment					(117)		(176)
	Proceeds from sales of foreclosed property or other real estate held for sale					677		735
	Other, net					95		70
				Net cash from investing activities		(3,274)		(10,838)

Cash Flows From Financing Activities:
	Net change in deposits					1,618		10,427
	Net change in federal funds purchased, securities sold under repurchase agreements
		and short-term borrowed funds				(473)		(1,720)
	Proceeds from issuance of long-term debt					1,828		1,999
	Repayment of long-term debt					(4,538)		(1,862)
	Net cash from common stock transactions					12		22
	Net cash from preferred stock transactions					1,679		―
	Cash dividends paid on common stock					(391)		(334)
	Cash dividends paid on preferred stock					(8)		―
	Other, net					36		(23)
				Net cash from financing activities		(237)		8,509
Net Change in Cash and Cash Equivalents						(841)		2,019
Cash and Cash Equivalents at Beginning of Period						4,344		2,385
Cash and Cash Equivalents at End of Period					$	3,503	$	4,404

Supplemental Disclosure of Cash Flow Information:
	Cash paid (received) during the period for:
		Interest			$	839	$	1,047
		Income taxes				344		(209)
	Noncash investing and financing activities:
		Transfers of securities available for sale to securities held to maturity				1		8,341
		Transfers of loans to foreclosed property				374		856
		Purchases of securities held to maturity not yet settled				1,450		―

The accompanying notes are an integral part of these consolidated financial statements.

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BB&T Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1. Basis of Presentation

BB&T Corporation and subsidiaries (“BB&T,” the “Corporation” or the “Company”) is a financial holding company organized under the laws of North Carolina.

General

These consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments necessary for a fair statement of the consolidated financial position and consolidated results of operations have been made. The information contained in the financial statements and footnotes included in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 should be referred to in connection with these unaudited interim consolidated financial statements.

Reclassifications

In certain instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the allowance for credit losses, determination of fair value for financial instruments, valuation of goodwill, intangible assets and other purchase accounting related adjustments, benefit plan obligations and expenses, and tax assets, liabilities and expense.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In May 2011, the FASB issued new guidance impacting Fair Value Measurements and Disclosures . The new guidance creates a uniform framework for applying fair value measurement principles for companies around the world. It eliminates differences between GAAP and International Financial Reporting Standards issued by the International Accounting Standards Board. New disclosures required by the guidance include: quantitative information about the significant unobservable inputs used for Level 3 measurements; a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; and a description of the company’s valuation processes. The adoption of this guidance, which occurred effective January 1, 2012, had no impact on BB&T’s consolidated financial position, results of operations or cash flows. The new disclosures required by this guidance are included in Note 14 to these consolidated financial statements.

In June 2011, the FASB issued new guidance impacting Comprehensive Income . The new guidance amends disclosure requirements for the presentation of comprehensive income. The amended guidance eliminates the option to present components of other comprehensive income (“OCI”) as part of the statement of changes in shareholders’ equity. All changes in OCI must be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements. The guidance does not change the items that must be reported in OCI. BB&T adopted this guidance effective January 1, 2012, and has elected to present two separate but consecutive financial statements.

In December 2011, the FASB issued new guidance impacting the presentation of certain items on the Balance Sheet. The new guidance requires an entity to disclose both gross and net information about both instruments and transactions that are eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance is effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of this guidance will not impact BB&T’s consolidated financial position, results of operations or cash flows, but may result in certain additional disclosures.

In October 2012, the FASB issued new guidance on Business Combinations . The new guidance clarifies that when a reporting entity recognizes an indemnification asset as a result of a government-assisted acquisition of a financial institution

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and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs, the reporting entity should account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the lesser of the contractual term of the indemnification agreement or the remaining life of the indemnified assets. This guidance is effective for annual periods beginning on or after December 15, 2012 and interim periods within those annual periods. BB&T has previously accounted for its indemnification asset in accordance with this guidance; accordingly, this guidance will have no impact on BB&T’s consolidated financial position, results of operations or cash flows.

NOTE 2. Securities

The amortized cost, gross unrealized gains and losses and approximate fair values of securities available for sale and held to maturity were as follows:

				Amortized		Gross Unrealized				Fair
	September 30, 2012			Cost		Gains		Losses		Value

				(Dollars in millions)
	Securities available for sale:
		U.S. government-sponsored entities (“GSE”)		$	313	$	—	$	—	$	313
		Mortgage-backed securities issued by GSE			19,358		517		4		19,871
		States and political subdivisions			1,965		148		100		2,013
		Non-agency residential mortgage-backed securities			319		11		11		319
		Other securities			1		—		—		1
		Covered securities			1,169		412		—		1,581
			Total securities available for sale	$	23,125	$	1,088	$	115	$	24,098

	Securities held to maturity:
		GSE securities		$	2,500	$	12	$	1	$	2,511
		Mortgage-backed securities issued by GSE			9,902		298		1		10,199
		States and political subdivisions			34		1		1		34
		Other securities			704		2		5		701
			Total securities held to maturity	$	13,140	$	313	$	8	$	13,445

			Amortized		Gross Unrealized				Fair
December 31, 2011			Cost		Gains		Losses		Value

			(Dollars in millions)
Securities available for sale:
	GSE securities		$	305	$	1	$	—	$	306
	Mortgage-backed securities issued by GSE			17,940		199		7		18,132
	States and political subdivisions			1,977		91		145		1,923
	Non-agency residential mortgage-backed securities			423		—		55		368
	Other securities			7		—		—		7
	Covered securities			1,240		343		6		1,577
		Total securities available for sale	$	21,892	$	634	$	213	$	22,313

Securities held to maturity:
	GSE securities		$	500	$	—	$	—	$	500
	Mortgage-backed securities issued by GSE			13,028		32		23		13,037
	States and political subdivisions			35		—		2		33
	Other securities			531		1		4		528
		Total securities held to maturity	$	14,094	$	33	$	29	$	14,098

As of September 30, 2012, the fair value of covered securities included $1.3 billion of non-agency residential mortgage-backed securities and $328 million of municipal securities. As of December 31, 2011, the fair value of covered securities included $1.3 billion of non-agency residential mortgage-backed securities and $326 million of municipal securities. All covered securities are subject to loss sharing agreements with the FDIC.

At September 30, 2012 and December 31, 2011, securities with carrying values of approximately $12.9 billion and $15.5 billion, respectively, were pledged to secure municipal deposits, securities sold under agreements to repurchase, other borrowings, and for other purposes as required or permitted by law.

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BB&T had certain investments in marketable debt securities and mortgage-backed securities issued by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) that exceeded ten percent of shareholders’ equity at September 30, 2012. The Fannie Mae investments had total amortized cost and fair value of $10.6 billion and $10.8 billion, respectively. The Freddie Mac investments had total amortized cost and fair value of $8.3 billion.

The gross realized gains and losses are reflected in the following table:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2012		2011		2012		2011

		(Dollars in millions)
	Gross gains	$	1	$	―	$	1	$	38
	Gross losses		―		―		(4)		(1)
	Net realized gains (losses)	$	1	$	―	$	(3)	$	37

The following table reflects changes in credit losses on other-than-temporarily impaired securities, which was primarily non-agency residential mortgage-backed securities, where a portion of the unrealized loss was recognized in other comprehensive income during the three and nine months ended September 30, 2012 and 2011. Other-than-temporary impairment (“OTTI”) of $4 million related to covered securities during the nine months ended September 30, 2012 is not reflected in this table.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2012		2011		2012		2011

	(Dollars in millions)
Balance at beginning of period	$	113	$	63	$	130	$	30
Credit losses on securities for which OTTI was previously recognized		2		39		5		78
Reductions for securities sold/settled during the period		(4)		(2)		(24)		(8)
Balance at end of period	$	111	$	100	$	111	$	100

The amortized cost and estimated fair value of the debt securities portfolio at September 30, 2012, by contractual maturity, are shown in the accompanying table. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay the underlying mortgage loans with or without prepayment penalties. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity.

		Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair
September 30, 2012		Cost		Value		Cost		Value

		(Dollars in millions)
Due in one year or less		$	144	$	144	$	1	$	1
Due after one year through five years			200		204		―		―
Due after five years through ten years			657		698		1,323		1,326
Due after ten years			22,124		23,052		11,816		12,118
	Total debt securities	$	23,125	$	24,098	$	13,140	$	13,445

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The following tables reflect the gross unrealized losses and fair values of BB&T’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

				Less than 12 months				12 months or more				Total
				Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	September 30, 2012			Value		Losses		Value		Losses		Value		Losses

				(Dollars in millions)
	Securities available for sale:
		Mortgage-backed securities issued by GSE		$	1,040	$	3	$	339	$	1	$	1,379	$	4
		States and political subdivisions			18		—		513		100		531		100
		Non-agency residential mortgage-backed securities			—		—		146		11		146		11
			Total	$	1,058	$	3	$	998	$	112	$	2,056	$	115

	Securities held to maturity:
		GSE securities		$	299	$	1	$	—	$	—	$	299	$	1
		Mortgage-backed securities issued by GSE			836		—		193		1		1,029		1
		States and political subdivisions			23		1		3		—		26		1
		Other securities			397		5		57		—		454		5
			Total	$	1,555	$	7	$	253	$	1	$	1,808	$	8

			Less than 12 months				12 months or more				Total
			Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
December 31, 2011			Value		Losses		Value		Losses		Value		Losses

			(Dollars in millions)
Securities available for sale:
	Mortgage-backed securities issued by GSE		$	3,098	$	7	$	—	$	—	$	3,098	$	7
	States and political subdivisions			16		3		702		142		718		145
	Non-agency residential mortgage-backed securities			—		—		368		55		368		55
	Covered securities			29		6		—		—		29		6
		Total	$	3,143	$	16	$	1,070	$	197	$	4,213	$	213

Securities held to maturity:
	Mortgage-backed securities issued by GSE		$	7,770	$	23	$	—	$	—	$	7,770	$	23
	States and political subdivisions			33		2		—		—		33		2
	Other securities			207		4		—		—		207		4
		Total	$	8,010	$	29	$	—	$	—	$	8,010	$	29

BB&T conducts periodic reviews to identify and evaluate each investment with an unrealized loss for other-than-temporary impairment. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in accumulated other comprehensive income for available-for-sale securities.

Factors considered in determining whether a loss is temporary include:

The financial condition and near-term prospects of the issuer, including any specific events that may influence the operations of the issuer;

BB&T’s intent to sell and whether it is more likely than not that the Company will be required to sell these debt securities before the anticipated recovery of the amortized cost basis;

The length of time and the extent to which the market value has been less than cost;

Whether the decline in fair value is attributable to specific conditions, such as conditions in an industry or in a geographic area;

Whether a debt security has been downgraded by a rating agency;

Whether the financial condition of the issuer has deteriorated;

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The seniority of the security;

Whether dividends have been reduced or eliminated, or scheduled interest payments on debt securities have not been made; and

Any other relevant available information.

To the extent that BB&T does not intend to sell the security and it is more likely than not that BB&T will not be required to sell the security prior to recovery, the credit component of the unrealized loss is recognized in earnings and the non-credit component is recognized in accumulated other comprehensive income. In making this determination, BB&T considers its expected liquidity and capital needs, including its asset/liability management needs, forecasts, strategies and other relevant information.

BB&T uses cash flow modeling to evaluate non-agency residential mortgage-backed securities in an unrealized loss position for potential credit impairment. These models give consideration to long-term macroeconomic factors applied to current security default rates, prepayment rates and recovery rates and security-level performance. At September 30, 2012, four non-agency residential mortgage-backed securities with an unrealized loss were below investment grade. None of the unrealized losses were significant.

At September 30, 2012, $88 million of unrealized loss on municipal securities was the result of fair value hedge basis adjustments that are a component of amortized cost. Municipal securities in an unrealized loss position are evaluated for credit impairment through a qualitative analysis of issuer performance and the primary source of repayment. The evaluation of municipal securities indicated there were no credit losses evident.

NOTE 3. Loans and Leases

The following table provides a breakdown of BB&T’s loan portfolio:

				September 30,		December 31,
				2012		2011

				(Dollars in millions)
	Loans and leases, net of unearned income:
		Commercial:
			Commercial and industrial	$	38,012	$	36,415
			Commercial real estate - other		10,913		10,689
			Commercial real estate - residential ADC (1)		1,454		2,061
		Direct retail lending			15,710		14,506
		Sales finance			7,723		7,401
		Revolving credit			2,291		2,212
		Residential mortgage			24,293		20,581
		Other lending subsidiaries			10,056		8,737
			Total loans and leases held for investment (excluding covered loans)		110,452		102,602
		Covered			3,688		4,867
			Total loans and leases held for investment		114,140		107,469
		Loans held for sale			3,467		3,736
			Total loans and leases	$	117,607	$	111,205


(1)	Commercial real estate - residential ADC represents residential acquisition, development and construction loans.

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Changes in the carrying amount and accretable yield for purchased impaired and nonimpaired loans accounted for under the accretion method were as follows:

		Nine Months Ended September 30, 2012								Year Ended December 31, 2011
		Purchased Impaired				Purchased Nonimpaired				Purchased Impaired				Purchased Nonimpaired
				Carrying				Carrying				Carrying				Carrying
		Accretable		Amount		Accretable		Amount		Accretable		Amount		Accretable		Amount
		Yield		of Loans		Yield		of Loans		Yield		of Loans		Yield		of Loans

		(Dollars in millions)
Balance at beginning of period		$	521	$	2,124	$	1,239	$	2,782	$	835	$	2,858	$	1,611	$	3,394
	Accretion		(177)		177		(429)		429		(359)		359		(706)		706
	Payments received, net		―		(736)		―		(1,061)		―		(1,093)		―		(1,318)
	Other, net		(107)		―		(26)		―		45		―		334		―
Balance at end of period		$	237	$	1,565	$	784	$	2,150	$	521	$	2,124	$	1,239	$	2,782

The outstanding unpaid principal balance for all purchased impaired loans as of September 30, 2012 and December 31, 2011 was $2.3 billion and $3.3 billion, respectively. The outstanding unpaid principal balance for all purchased nonimpaired loans as of September 30, 2012 and December 31, 2011 was $2.9 billion and $3.9 billion, respectively.

At September 30, 2012 and December 31, 2011, none of the purchased loans were classified as nonperforming assets. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased loans. The allowance for loan losses related to the purchased loans results from decreased expectations of future cash flows due to increased credit losses for certain acquired loan pools.

The following table provides a summary of BB&T’s nonperforming assets and loans 90 days or more past due and still accruing:

			September 30,		December 31,
			2012		2011

			(Dollars in millions)

	Nonaccrual loans and leases held for investment		$	1,540	$	1,872
	Foreclosed real estate (1)			139		536
	Other foreclosed property			39		42
		Total nonperforming assets (excluding covered assets) (1)	$	1,718	$	2,450
	Loans 90 days or more past due and still accruing (excluding covered loans) (2)(3)(4)		$	152	$	202


(1)	Excludes foreclosed real estate totaling $289 million and $378 million as of September 30, 2012 and December 31, 2011, respectively, that is covered by FDIC loss sharing agreements.
(2)	Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase totaling $499 million and $426 million as of September 30, 2012 and December 31, 2011, respectively.
(3)	Excludes loans 90 days or more past due that are covered by FDIC loss sharing agreements totaling $476 million and $736 million as of September 30, 2012 and December 31, 2011, respectively.
(4)	Excludes mortgage loans 90 days or more past due that are government guaranteed totaling $233 million and $206 million as of September 30, 2012 and December 31, 2011, respectively.

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The following table provides a summary of loans that continue to accrue interest under restructured terms ("performing restructurings") and restructured loans that have been placed in nonaccrual status ("nonperforming restructurings''):

				September 30,		December 31,
				2012		2011

				(Dollars in millions)
	Performing restructurings:
		Commercial:
			Commercial and industrial	$	66	$	74
			Commercial real estate - other		75		117
			Commercial real estate - residential ADC		25		44
		Direct retail lending			120		146
		Sales finance			7		8
		Revolving credit			58		62
		Residential mortgage (1)(2)			646		608
		Other lending subsidiaries			77		50
			Total performing restructurings (1)(2)		1,074		1,109
	Nonperforming restructurings (3)				225		280
			Total restructurings (1)(2)(3)(4)	$	1,299	$	1,389


(1)	Excludes restructured mortgage loans held for investment that are government guaranteed totaling $272 million and $232 million at September 30, 2012 and December 31, 2011, respectively.
(2)	Excludes restructured mortgage loans held for sale that are government guaranteed totaling $3 million and $4 million at September 30, 2012 and December 31, 2011, respectively.
(3)	Nonperforming restructurings are included in nonaccrual loan disclosures.
(4)	All restructurings are considered impaired. The allowance for loan and lease losses attributable to these restructured loans totaled $254 million and $266 million at September 30, 2012 and December 31, 2011, respectively.

Commitments to lend additional funds to clients with loans whose terms have been modified in restructurings was immaterial at September 30, 2012 and December 31, 2011.

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NOTE 4. Allowance for Credit Losses

An analysis of the allowance for credit losses is presented in the following tables:

			Beginning		Charge-						Ending
	Three Months Ended September 30, 2012		Balance		Offs		Recoveries		Provision		Balance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	525	$	(84)	$	4	$	96	$	541
		Commercial real estate - other		305		(40)		3		(30)		238
		Commercial real estate - residential ADC		157		(35)		2		(23)		101
		Other lending subsidiaries		13		(1)		1		1		14

	Retail:
		Direct retail lending		283		(57)		9		46		281
		Revolving credit		90		(20)		5		24		99
		Residential mortgage		309		(35)		―		25		299
		Sales finance		25		(5)		2		6		28
		Other lending subsidiaries		200		(57)		5		85		233

	Covered			139		(2)		―		―		137

	Unallocated			80		―		―		―		80
	Allowance for loan and lease losses			2,126		(336)		31		230		2,051
	Reserve for unfunded lending commitments			31		―		―		14		45
	Allowance for credit losses		$	2,157	$	(336)	$	31	$	244	$	2,096

		Beginning		Charge-						Ending
Three Months Ended September 30, 2011		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	474	$	(102)	$	9	$	55	$	436
	Commercial real estate - other		462		(64)		6		26		430
	Commercial real estate - residential ADC		382		(61)		9		(2)		328
	Other lending subsidiaries		13		(2)		1		1		13

Retail:
	Direct retail lending		233		(74)		10		51		220
	Revolving credit		103		(23)		4		21		105
	Residential mortgage		347		(41)		1		57		364
	Sales finance		42		(7)		2		2		39
	Other lending subsidiaries		171		(40)		6		40		177

Covered			159		(53)		―		7		113

Unallocated			130		―		―		―		130
Allowance for loan and lease losses			2,516		(467)		48		258		2,355
Reserve for unfunded lending commitments			59		―		―		(8)		51
Allowance for credit losses		$	2,575	$	(467)	$	48	$	250	$	2,406

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		Beginning		Charge-						Ending
Nine Months Ended September 30, 2012		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	433	$	(239)	$	12	$	335	$	541
	Commercial real estate - other		334		(164)		9		59		238
	Commercial real estate - residential ADC		286		(163)		33		(55)		101
	Other lending subsidiaries		11		(7)		2		8		14

Retail:
	Direct retail lending		232		(170)		27		192		281
	Revolving credit		112		(62)		14		35		99
	Residential mortgage		365		(107)		2		39		299
	Sales finance		38		(19)		7		2		28
	Other lending subsidiaries		186		(158)		18		187		233

Covered			149		(29)		―		17		137

Unallocated			110		―		―		(30)		80
Allowance for loan and lease losses			2,256		(1,118)		124		789		2,051
Reserve for unfunded lending commitments			29		―		―		16		45
Allowance for credit losses		$	2,285	$	(1,118)	$	124	$	805	$	2,096

		Beginning		Charge-						Ending
Nine Months Ended September 30, 2011		Balance		Offs		Recoveries		Provision		Balance

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	621	$	(242)	$	22	$	35	$	436
	Commercial real estate - other		446		(213)		15		182		430
	Commercial real estate - residential ADC		469		(210)		20		49		328
	Other lending subsidiaries		21		(6)		3		(5)		13

Retail:
	Direct retail lending		246		(218)		27		165		220
	Revolving credit		109		(74)		14		56		105
	Residential mortgage		298		(224)		3		287		364
	Sales finance		47		(24)		7		9		39
	Other lending subsidiaries		177		(131)		17		114		177

Covered			144		(53)		―		22		113

Unallocated			130		―		―		―		130
Allowance for loan and lease losses			2,708		(1,395)		128		914		2,355
Reserve for unfunded lending commitments			47		―		―		4		51
Allowance for credit losses		$	2,755	$	(1,395)	$	128	$	918	$	2,406

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The following tables provide a breakdown of the allowance for loan and lease losses and the recorded investment in loans based on the method for determining the allowance:

				Allowance for Loan and Lease Losses
								Loans
								Acquired
				Individually		Collectively		With
				Evaluated		Evaluated		Deteriorated
				for		for		Credit
	September 30, 2012			Impairment		Impairment		Quality		Total

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	76	$	465	$	―	$	541
		Commercial real estate - other			42		196		―		238
		Commercial real estate - residential ADC			27		74		―		101
		Other lending subsidiaries			1		13		―		14

	Retail:
		Direct retail lending			31		250		―		281
		Revolving credit			25		74		―		99
		Residential mortgage			121		178		―		299
		Sales finance			1		27		―		28
		Other lending subsidiaries			42		191		―		233

	Covered				―		49		88		137

	Unallocated				―		80		―		80
			Total	$	366	$	1,597	$	88	$	2,051

			Loans and Leases
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
September 30, 2012			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	667	$	37,345	$	―	$	38,012
	Commercial real estate - other			366		10,547		―		10,913
	Commercial real estate - residential ADC			233		1,221		―		1,454
	Other lending subsidiaries			4		4,111		―		4,115

Retail:
	Direct retail lending			158		15,551		1		15,710
	Revolving credit			58		2,233		―		2,291
	Residential mortgage			1,004		23,289		―		24,293
	Sales finance			11		7,712		―		7,723
	Other lending subsidiaries			84		5,857		―		5,941

Covered				―		2,124		1,564		3,688
		Total	$	2,585	$	109,990	$	1,565	$	114,140

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			Allowance for Loan and Lease Losses
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
December 31, 2011			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	77	$	356	$	―	$	433
	Commercial real estate - other			69		265		―		334
	Commercial real estate - residential ADC			50		236		―		286
	Other lending subsidiaries			1		10		―		11

Retail:
	Direct retail lending			35		197		―		232
	Revolving credit			27		85		―		112
	Residential mortgage			152		213		―		365
	Sales finance			1		37		―		38
	Other lending subsidiaries			20		166		―		186

Covered				―		36		113		149

Unallocated				―		110		―		110
		Total	$	432	$	1,711	$	113	$	2,256

			Loans and Leases
							Loans
							Acquired
			Individually		Collectively		With
			Evaluated		Evaluated		Deteriorated
			for		for		Credit
December 31, 2011			Impairment		Impairment		Quality		Total

			(Dollars in millions)
Commercial:
	Commercial and industrial		$	656	$	35,759	$	―	$	36,415
	Commercial real estate - other			511		10,178		―		10,689
	Commercial real estate - residential ADC			420		1,641		―		2,061
	Other lending subsidiaries			5		3,621		―		3,626

Retail:
	Direct retail lending			165		14,339		2		14,506
	Revolving credit			62		2,150		―		2,212
	Residential mortgage			931		19,650		―		20,581
	Sales finance			10		7,391		―		7,401
	Other lending subsidiaries			49		5,062		―		5,111

Covered				―		2,745		2,122		4,867
		Total	$	2,809	$	102,536	$	2,124	$	107,469

BB&T monitors the credit quality of its commercial portfolio segment using internal risk ratings. These risk ratings are based on established regulatory guidance. Loans with a Pass rating represent those not considered as a problem credit. Special mention loans are those that have a potential weakness deserving management’s close attention. Substandard loans are those for which a well-defined weakness has been identified that may put full collection of contractual cash flows at risk. Substandard loans are placed in nonaccrual status when BB&T believes it is no longer probable it will collect all contractual cash flows.

BB&T assigns an internal risk rating at loan origination and reviews the relationship again on an annual basis or at any point management becomes aware of information affecting the borrower’s ability to fulfill their obligations.

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BB&T monitors the credit quality of its retail portfolio segment based primarily on delinquency status, which is the primary factor considered in determining whether a retail loan should be classified as nonaccrual.

The following tables illustrate the credit quality indicators associated with loans and leases held for investment. Covered loans are excluded from this analysis because their related allowance is determined by loan pool performance due to the application of the accretion method.

								Commercial
						Commercial		Real Estate -		Other
				Commercial		Real Estate -		Residential		Lending
	September 30, 2012			& Industrial		Other		ADC		Subsidiaries

				(Dollars in millions)
	Commercial:
		Pass		$	35,603	$	9,450	$	945	$	4,078
		Special mention			201		101		26		6
		Substandard - performing			1,611		1,103		279		27
		Nonperforming			597		259		204		4
			Total	$	38,012	$	10,913	$	1,454	$	4,115

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	15,576	$	2,291	$	24,027	$	7,716	$	5,872
	Nonperforming			134		―		266		7		69
		Total	$	15,710	$	2,291	$	24,293	$	7,723	$	5,941

							Commercial
					Commercial		Real Estate -		Other
			Commercial		Real Estate -		Residential		Lending
December 31, 2011			& Industrial		Other		ADC		Subsidiaries

			(Dollars in millions)
Commercial:
	Pass		$	33,497	$	8,568	$	1,085	$	3,578
	Special mention			488		234		60		5
	Substandard - performing			1,848		1,493		540		35
	Nonperforming			582		394		376		8
		Total	$	36,415	$	10,689	$	2,061	$	3,626

			Direct Retail		Revolving		Residential		Sales		Other Lending
			Lending		Credit		Mortgage		Finance		Subsidiaries

			(Dollars in millions)
Retail:
	Performing		$	14,364	$	2,212	$	20,273	$	7,394	$	5,056
	Nonperforming			142		―		308		7		55
		Total	$	14,506	$	2,212	$	20,581	$	7,401	$	5,111

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The following tables represent aging analyses of BB&T's past due loans and leases held for investment. Covered loans have been excluded from this aging analysis because they are covered by FDIC loss sharing agreements, and their related allowance is determined by loan pool performance due to the application of the accretion method.

				Accruing Loans and Leases
								90 Days Or		Nonaccrual		Total Loans And
						30-89 Days		More Past		Loans And		Leases, Excluding
	September 30, 2012			Current		Past Due		Due		Leases		Covered Loans

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	37,373	$	41	$	1	$	597	$	38,012
		Commercial real estate - other			10,645		9		―		259		10,913
		Commercial real estate - residential ADC			1,242		8		―		204		1,454
		Other lending subsidiaries			4,082		25		4		4		4,115

	Retail:
		Direct retail lending			15,399		136		41		134		15,710
		Revolving credit			2,256		21		14		―		2,291
		Residential mortgage (1)			22,627		585		310		266		23,788
		Sales finance			7,652		53		11		7		7,723
		Other lending subsidiaries			5,637		234		1		69		5,941
			Total (1)	$	106,913	$	1,112	$	382	$	1,540	$	109,947

				Accruing Loans and Leases
								90 Days Or		Nonaccrual		Total Loans And
						30-89 Days		More Past		Loans And		Leases, Excluding
	December 31, 2011			Current		Past Due		Due		Leases		Covered Loans

				(Dollars in millions)
	Commercial:
		Commercial and industrial		$	35,746	$	85	$	2	$	582	$	36,415
		Commercial real estate - other			10,273		22		―		394		10,689
		Commercial real estate - residential ADC			1,671		14		―		376		2,061
		Other lending subsidiaries			3,589		25		4		8		3,626

	Retail:
		Direct retail lending			14,146		162		56		142		14,506
		Revolving credit			2,173		22		17		―		2,212
		Residential mortgage (1)			19,442		524		307		308		20,581
		Sales finance			7,301		75		18		7		7,401
		Other lending subsidiaries			4,807		248		1		55		5,111
			Total (1)	$	99,148	$	1,177	$	405	$	1,872	$	102,602


(1)	Residential mortgage loans include $84 million and $81 million in government guaranteed loans 30-89 days past due, and $230 million and $203 million in government guaranteed loans 90 days or more past due as of September 30, 2012 and December 31, 2011, respectively. Residential mortgage loans exclude $6 million and $499 million in loans guaranteed by GNMA that BB&T has the option, but not the obligation, to repurchase, which are past due 30-89 days and 90 days or more, respectively, at September 30, 2012.

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The following tables set forth certain information regarding BB&T's impaired loans, excluding acquired impaired loans and loans held for sale, that were evaluated for specific reserves.

							Unpaid				Average		Interest
					Recorded		Principal		Related		Recorded		Income
	As Of / For The Nine Months Ended September 30, 2012				Investment		Balance		Allowance		Investment		Recognized

					(Dollars in millions)
	With No Related Allowance Recorded:
		Commercial:
			Commercial and industrial		$	127	$	230	$	―	$	119	$	―
			Commercial real estate - other			63		110		―		86		―
			Commercial real estate - residential ADC			84		198		―		113		―

		Retail:
			Direct retail lending			19		73		―		19		1
			Residential mortgage (1)			93		158		―		74		1
			Sales finance			1		2		―		1		―
			Other lending subsidiaries			2		5		―		3		―

	With An Allowance Recorded:
		Commercial:
			Commercial and industrial			540		563		76		539		2
			Commercial real estate - other			303		309		42		322		4
			Commercial real estate - residential ADC			149		159		27		196		1
			Other lending subsidiaries			4		4		1		6		―

		Retail:
			Direct retail lending			139		147		31		137		6
			Revolving credit			58		57		25		60		2
			Residential mortgage (1)			639		654		100		648		21
			Sales finance			10		10		1		13		―
			Other lending subsidiaries			82		85		42		59		1
				Total (1)	$	2,313	$	2,764	$	345	$	2,395	$	39

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							Unpaid				Average		Interest
					Recorded		Principal		Related		Recorded		Income
	As Of / For The Year Ended December 31, 2011				Investment		Balance		Allowance		Investment		Recognized
					(Dollars in millions)
					(Dollars in millions)
	With No Related Allowance Recorded:
		Commercial:
			Commercial and industrial		$	114	$	196	$	―	$	153	$	―
			Commercial real estate - other			102		163		―		142		―
			Commercial real estate - residential ADC			153		289		―		187		―

		Retail:
			Direct retail lending			19		74		―		23		1
			Residential mortgage (1)			46		85		―		31		1
			Sales finance			1		1		―		1		―
			Other lending subsidiaries			2		4		―		1		―

	With An Allowance Recorded:
		Commercial:
			Commercial and industrial			542		552		77		482		4
			Commercial real estate - other			409		433		69		466		7
			Commercial real estate - residential ADC			267		298		50		360		4
			Other lending subsidiaries			5		5		1		4		―

		Retail:
			Direct retail lending			146		153		35		148		9
			Revolving credit			62		61		27		62		3
			Residential mortgage (1)			653		674		125		627		28
			Sales finance			9		10		1		6		―
			Other lending subsidiaries			47		50		20		35		2
				Total (1)	$	2,577	$	3,048	$	405	$	2,728	$	59


(1)	Residential mortgage loans exclude $272 million and $232 million in government guaranteed loans and related allowance of $21 million and $27 million as of September 30, 2012 and December 31, 2011, respectively.

The following tables provide a summary of the primary reason loan modifications were classified as restructurings and their estimated impact on the allowance for loan and lease losses:

			Three Months Ended September 30,
			2012						2011
			Types of						Types of
			Modifications (1)				Impact To		Modifications (1)				Impact To
			Rate (2)		Structure		Allowance		Rate (2)		Structure		Allowance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	8	$	12	$	―	$	5	$	9	$	1
		Commercial real estate - other		5		26		―		9		22		2
		Commercial real estate - residential ADC		3		3		―		7		14		1
		Other lending subsidiaries		―		―		―		1		1		―

	Retail:
		Direct retail lending		15		6		3		10		1		2
		Revolving credit		8		―		1		10		―		2
		Residential mortgage		10		18		2		23		2		2
		Sales finance		1		―		―		2		―		―
		Other lending subsidiaries		19		―		9		8		2		4

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			Nine Months Ended September 30,
			2012						2011
			Types of						Types of
			Modifications (1)				Impact To		Modifications (1)				Impact To
			Rate (2)		Structure		Allowance		Rate (2)		Structure		Allowance

			(Dollars in millions)
	Commercial:
		Commercial and industrial	$	22	$	51	$	―	$	26	$	36	$	3
		Commercial real estate - other		35		40		―		35		45		5
		Commercial real estate - residential ADC		25		24		(2)		23		37		8
		Other lending subsidiaries		―		―		―		1		1		―

	Retail:
		Direct retail lending		31		12		6		42		4		7
		Revolving credit		23		―		4		31		―		6
		Residential mortgage		92		64		11		77		7		10
		Sales finance		4		―		―		4		3		1
		Other lending subsidiaries		48		2		17		30		5		12


(1)	Includes modifications made to existing restructurings, as well as new modifications that are considered restructurings. Balances represent the recorded investment as of the end of the period in which the modification was made.
(2)	Includes restructurings made with a below market interest rate that also includes a modification of loan structure.

Charge-offs recorded at the modification date were $12 million and $6 million for the three months ended September 30, 2012 and September 30, 2011, respectively. The forgiveness of principal or interest for restructurings recorded during the three months ended September 30, 2012 and September 30, 2011 was immaterial.

Charge-offs recorded at the modification date were $21 million and $29 million for the nine months ended September 30, 2012 and September 30, 2011, respectively. The forgiveness of principal or interest for restructurings recorded during the nine months ended September 30, 2012 and September 30, 2011 was immaterial.

The following table summarizes the pre-default balance for modifications that experienced a payment default that had been classified as restructurings during the previous 12 months. BB&T defines payment default as movement of the restructuring to nonaccrual status, foreclosure or charge-off, whichever occurs first.

		Three Months Ended September 30,				Nine Months Ended September 30,
		2012		2011		2012		2011

		(Dollars in millions)
Commercial:
	Commercial and industrial	$	―	$	5	$	4	$	38
	Commercial real estate - other		1		4		6		79
	Commercial real estate - residential ADC		1		11		13		73

Retail:
	Direct retail lending		3		1		7		14
	Revolving credit		3		3		9		11
	Residential mortgage		6		5		30		23
	Sales finance		―		―		―		1
	Other lending subsidiaries		5		2		8		4

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NOTE 5. Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill attributable to each of BB&T’s operating segments is reflected in the table below. To date, there have been no goodwill impairments recorded by BB&T.

				Residential		Dealer
		Community		Mortgage		Financial		Specialized		Insurance		Financial
		Banking		Banking		Services		Lending		Services		Services		Total

		(Dollars in millions)
Balance, January 1, 2012		$	4,542	$	7	$	111	$	94	$	1,132	$	192	$	6,078
	Acquisitions		293		―		―		―		346		―		639
	Contingent consideration		―		―		―		―		2		―		2
	Other adjustments		―		―		―		―		(1)		―		(1)
Balance, September 30, 2012		$	4,835	$	7	$	111	$	94	$	1,479	$	192	$	6,718

The following table presents the gross carrying amounts and accumulated amortization for BB&T’s identifiable intangible assets subject to amortization:

				September 30, 2012						December 31, 2011
				Gross				Net		Gross				Net
				Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
				Amount		Amortization		Amount		Amount		Amortization		Amount

				(Dollars in millions)
	Identifiable intangible assets:
		Core deposit intangibles		$	688	$	(513)	$	175	$	626	$	(484)	$	142
		Other (1)			1,081		(538)		543		787		(485)		302
			Totals	$	1,769	$	(1,051)	$	718	$	1,413	$	(969)	$	444


(1)	Other identifiable intangibles are primarily customer relationship intangibles.

During the second quarter of 2012, BB&T acquired the life and property and casualty insurance divisions of Crump Group Inc. The changes in Insurance Services goodwill and other identifiable intangibles were primarily the result of this acquisition, although the final purchase accounting has not been completed.

On July 31, 2012, BB&T completed the acquisition of Fort Lauderdale, Florida-based BankAtlantic. BB&T acquired approximately $1.8 billion in loans and assumed approximately $3.5 billion in deposits. BB&T also assumed the seller’s obligations with respect to outstanding trust preferred securities, with an aggregate principal balance of $285 million. In exchange for the assumption of these liabilities, BB&T received a 95% preferred interest in a newly established LLC, which holds a pool of loans and other net assets. BankAtlantic Bancorp also provided BB&T with an incremental $35 million guarantee to further assure BB&T’s recovery of the $285 million. The LLC’s assets will be monetized over time and once BB&T has recovered $285 million in preference amount from the LLC plus a defined return, BB&T’s interest in the LLC will terminate. The net purchase price received, excluding cash held by BankAtlantic, was $45 million, which consisted of net liabilities assumed less a deposit premium of $316 million. The changes in Community Banking goodwill and core deposit intangibles were primarily the result of this acquisition, although the final purchase accounting has not been completed.

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NOTE 6. Loan Servicing

Residential Mortgage Banking Activities

The following tables summarize residential mortgage banking activities for the periods presented:

			September 30,		December 31,
			2012		2011

			(Dollars in millions)
	Mortgage loans managed or securitized (1)		$	29,809	$	26,559
	Less: Loans securitized and transferred to securities available for sale			4		4
		Loans held for sale		3,321		3,394
		Covered mortgage loans		1,106		1,264
		Mortgage loans sold with recourse		1,085		1,316
	Mortgage loans held for investment		$	24,293	$	20,581
	Mortgage loans on nonaccrual status		$	266	$	308
	Mortgage loans 90 days or more past due and still accruing interest (2)			80		104
	Mortgage loans net charge-offs - year to date			105		264
	Unpaid principal balance of residential mortgage loans servicing portfolio			99,537		91,640
	Unpaid principal balance of residential mortgage loans serviced for others			72,343		67,066
	Maximum recourse exposure from mortgage loans sold with recourse liability			466		522
	Recorded reserves related to recourse exposure			13		6
	Repurchase reserves for mortgage loan sales to GSEs			58		29


(1)	Balances exclude loans serviced for others with no other continuing involvement.
(2)	Includes amounts related to residential mortgage loans held for sale and excludes amounts related to government guaranteed loans and covered mortgage loans. Refer to Loans and Leases Note for additional disclosures related to past due government guaranteed loans.

		As of / For the
		Nine Months Ended September 30,
		2012			2011

		(Dollars in millions)
Unpaid principal balance of residential mortgage loans sold from the held for
	sale portfolio	$	18,680		$	11,961
Pre-tax gains recognized on mortgage loans sold and held for sale			380			109
Servicing fees recognized from mortgage loans serviced for others			182			179
Approximate weighted average servicing fee of the outstanding balance of
	residential mortgage loans serviced for others		0.32	%		0.34	%
Weighted average coupon interest rate on mortgage loans serviced for others			4.71			5.10

The unpaid principal balances of BB&T’s total residential mortgage loans serviced for others consist primarily of agency conforming fixed-rate mortgage loans. Mortgage loans serviced for others are not included in loans and leases on the accompanying Consolidated Balance Sheets.

During the nine months ended September 30, 2012 and 2011, BB&T sold residential mortgage loans from the held for sale portfolio and recognized pre-tax gains including marking loans held for sale to fair value and the impact of interest rate lock commitments. These gains are recorded in noninterest income as a component of mortgage banking income. BB&T retained the related mortgage servicing rights and receives servicing fees.

At September 30, 2012 and December 31, 2011, BB&T had residential mortgage loans sold with recourse liability. In the event of nonperformance by the borrower, BB&T has recourse exposure for these loans. At both September 30, 2012 and December 31, 2011, BB&T has recorded reserves related to these recourse exposures. Payments made to date have been immaterial.

BB&T also issues standard representations and warranties related to mortgage loan sales to government-sponsored entities. Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these warranties would materially change the financial condition or results of operations of BB&T.

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Residential mortgage servicing rights are recorded on the Consolidated Balance Sheets at fair value with changes in fair value recorded as a component of mortgage banking income in the Consolidated Statements of Income for each period. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value due to changes in valuation inputs and assumptions of its residential mortgage servicing rights. The following is an analysis of the activity in BB&T’s residential mortgage servicing rights:

					Residential Mortgage Servicing Rights
					Nine Months Ended September 30,
						2012		2011

					(Dollars in millions)
	Carrying value, January 1,				$	563	$	830
		Additions				195		165
		Increase (decrease) in fair value:
				Due to changes in valuation inputs or assumptions		(67)		(319)
			Other changes (1)			(128)		(103)
	Carrying value, September 30,				$	563	$	573


(1)	Represents the realization of expected net servicing cash flows, expected borrower payments and the passage of time.

During the nine months ended September 30, 2012, management revised its servicing costs assumptions in the valuation of residential mortgage servicing rights due to the expectation of higher costs that continue to impact the industry. The impact of these changes resulted in a $22 million reduction in the value of the residential mortgage servicing rights. The remainder of the net decrease is primarily due to the impact of an increase in discount rates, which is reflective of the current mortgage servicing rights market.

Refer to Note 14 for additional disclosures related to the assumptions and estimates used in determining the fair value of residential mortgage servicing rights. The sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% adverse changes in key economic assumptions is included in the accompanying table:

			Residential
			Mortgage Servicing Rights
			September 30, 2012

			(Dollars in millions)
Fair value of residential mortgage servicing rights				$	563
Composition of residential loans serviced for others:
	Fixed-rate mortgage loans				99	%
	Adjustable-rate mortgage loans				1
		Total			100	%
Weighted average life					3.9	yrs

Prepayment speed					19.6	%
	Effect on fair value of a 10% increase			$	(35)
	Effect on fair value of a 20% increase				(66)

Weighted average discount rate					10.6	%
	Effect on fair value of a 10% increase			$	(19)
	Effect on fair value of a 20% increase				(37)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

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Commercial Mortgage Banking Activities

BB&T also arranges and services commercial real estate mortgages through Grandbridge Real Estate Capital, LLC (“Grandbridge”) the commercial mortgage banking subsidiary of Branch Bank. The majority of these commercial mortgages were arranged for third party investors. Commercial real estate mortgage loans serviced for others are not included in loans and leases on the accompanying Consolidated Balance Sheets. The following table summarizes commercial mortgage banking activities for the periods presented:

		September 30,		December 31,
		2012		2011

		(Dollars in millions)
Unpaid principal balance of commercial real estate mortgages serviced for others		$	25,982	$	25,367
Commercial real estate mortgages serviced for others covered by recourse provisions			4,847		4,520
Maximum recourse exposure from commercial real estate mortgages
	sold with recourse liability		1,327		1,226
Recorded reserves related to recourse exposure			14		15
Originated commercial real estate mortgages during the period - year to date			3,342		4,803

NOTE 7. Deposits

A summary of BB&T’s deposits is presented in the accompanying table:

			September 30,		December 31,
			2012		2011

			(Dollars in millions)
	Noninterest-bearing deposits		$	30,810	$	25,684
	Interest checking			20,182		20,701
	Money market and savings			48,099		44,618
	Certificates and other time deposits			30,927		33,899
	Foreign office deposits - interest-bearing			―		37
		Total deposits	$	130,018	$	124,939

	Time deposits $100,000 and greater		$	18,291	$	19,819

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NOTE 8. Long-Term Debt

Long-term debt comprised the following:
				September 30,		December 31,
				2012		2011

				(Dollars in millions)
	BB&T Corporation:
		3.85% Senior Notes Due 2012		$	―	$	1,000
		3.38% Senior Notes Due 2013			500		500
		5.70% Senior Notes Due 2014			510		510
		2.05% Senior Notes Due 2014			700		700
		Floating Rate Senior Notes Due 2014 (1)			300		300
		3.95% Senior Notes Due 2016			499		499
		3.20% Senior Notes Due 2016			999		999
		2.15% Senior Notes Due 2017			748		―
		1.60% Senior Notes Due 2017			749		―
		6.85% Senior Notes Due 2019			539		538
		4.75% Subordinated Notes Due 2012 (2)			491		490
		5.20% Subordinated Notes Due 2015 (2)			933		933
		4.90% Subordinated Notes Due 2017 (2)			344		342
		5.25% Subordinated Notes Due 2019 (2)			586		586
		3.95% Subordinated Notes Due 2022 (2)			298		―

	Branch Bank:
		Floating Rate Subordinated Notes Due 2016 (2)(3)			350		350
		Floating Rate Subordinated Notes Due 2017 (2)(3)			262		262
		4.875% Subordinated Notes Due 2013 (2)			222		222
		5.625% Subordinated Notes Due 2016 (2)			386		386

	Federal Home Loan Bank Advances to Branch Bank: (4)
		Varying maturities to 2034			8,993		8,998

	Junior Subordinated Debt to Unconsolidated Trusts (5)				57		3,271

	Other Long-Term Debt				125		83

	Fair value hedge-related basis adjustments				630		834
			Total Long-Term Debt	$	19,221	$	21,803


(1)	These floating-rate senior notes are based on LIBOR and had an effective rate of 1.15% at September 30, 2012.
(2)	Subordinated notes that qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.
(3)	These floating-rate securities are based on LIBOR, but the majority of the cash flows have been swapped to a fixed rate. The effective rate paid on these securities including the effect of the swapped portion was 3.26% at September 30, 2012.
(4)	Certain of these advances have been swapped to floating rates from fixed rates and from fixed rates to floating rates. At September 30, 2012, the weighted average rate paid on these advances including the effect of the swapped portion was 3.58%, and the weighted average maturity was 7.1 years.
(5)	Securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations. Once notice of redemption has been given, they no longer qualify as Tier 1 capital.

During the second quarter of 2012, BB&T provided redemption notices to the holders of all its trust preferred securities to exercise certain early redemption provisions based on the terms of the respective trusts. BB&T revised the estimated life used to amortize the remaining debt issuance costs and related discounts or premiums, including fair value hedge adjustments, to end on the redemption date for each of the impacted debt securities. The redemptions, and the related retirement of the junior subordinated debt to unconsolidated trusts, were completed by the end of July 2012.

In connection with the acquisition of BankAtlantic, BB&T assumed $285 million in junior subordinated debt to unconsolidated trusts. BB&T redeemed $228 million of this debt prior to September 30, 2012.

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NOTE 9. Shareholders’ Equity

Preferred Stock

On May 1, 2012, BB&T issued $575 million of Series D Non-Cumulative Perpetual Preferred Stock for net proceeds of $559 million. Dividends on the Series D Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 5.85% per annum. On July 31, 2012, BB&T issued $1.2 billion of Series E Non-Cumulative Perpetual Preferred Stock for net proceeds of $1.1 billion. Dividends on the Series E Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 5.625% per annum. For both issuances, BB&T issued depositary shares, each of which represents a fractional ownership interest in a share of Company’s preferred stock. The preferred stock has no stated maturity and redemption is solely at the option of the Company in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as defined. In addition, the preferred stock may be redeemed in whole or in part, on any dividend payment date after five years from the date of issuance. Under current rules, any redemption of the preferred stock is subject to prior approval of the Federal Reserve Board. The preferred stock is not subject to any sinking fund or other obligations of the Corporation.

On October 31, 2012, BB&T issued $450 million of the Company’s Series F Non-Cumulative Perpetual Preferred Stock. Dividends on the Series F Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 5.20% per annum.

Equity-Based Plans

At September 30, 2012, BB&T has options, restricted shares and restricted share units outstanding from the following equity-based compensation plans: the 2012 Incentive Plan (“2012 Plan”), the 2004 Stock Incentive Plan (“2004 Plan”), the 1995 Omnibus Stock Incentive Plan (“Omnibus Plan”), the Non-Employee Directors’ Stock Option Plan (“Directors’ Plan”), and a plan assumed from an acquired entity. BB&T’s shareholders have approved all equity-based compensation plans with the exception of the plan assumed from an acquired entity. As of September 30, 2012, the 2012 Plan is the only plan that has shares available for future grants. All of BB&T’s equity-based compensation plans allow for accelerated vesting of awards for holders who retire and have met all retirement eligibility requirements and in connection with certain other events.

BB&T measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The following table presents the weighted average assumptions used:

		Nine Months Ended September 30,
		2012			2011

Assumptions:
	Risk-free interest rate		1.5	%		1.7	%
	Dividend yield		4.4			3.5
	Volatility factor		33.0			37.2
	Expected life		7.0	yrs		7.4	yrs
Fair value of options per share		$	6.07		$	7.45

BB&T determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the historical dividend yield of BB&T’s stock, adjusted to reflect the expected dividend yield over the expected life of the option; the volatility factor is based on the historical volatility of BB&T’s stock, adjusted to reflect the ways in which current information indicates that the future is reasonably expected to differ from the past; and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

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

The following table details the activity related to stock options awarded by BB&T:

				Wtd. Avg.
				Exercise
			Options	Price

	Outstanding at January 1, 2012		45,384,554	$	34.42
		Granted	4,683,073		30.09
		Exercised	(1,208,481)		23.56
		Forfeited or expired	(3,258,133)		36.46
	Outstanding at September 30, 2012		45,601,013		34.12
	Exercisable at September 30, 2012		34,274,139		36.05
	Exercisable and expected to vest at September 30, 2012		44,420,189	$	34.27

The following table details the activity related to restricted shares and restricted share units awarded by BB&T:

				Wtd. Avg.
				Grant Date
			Shares/Units	Fair Value
	Nonvested at January 1, 2012		13,462,630	$	19.47
		Granted	2,580,306		25.81
		Vested	(1,652,869)		31.38
		Forfeited	(277,376)		19.16
	Nonvested at September 30, 2012		14,112,691	$	19.24

NOTE 10. Accumulated Other Comprehensive Income (Loss)

The balances in accumulated other comprehensive income (loss) are shown in the following table:

				September 30, 2012						December 31, 2011
						Deferred		After-				Deferred		After-
				Pre-Tax		Tax Expense		Tax		Pre-Tax		Tax Expense		Tax
				Amount		(Benefit)		Amount		Amount		(Benefit)		Amount

				(Dollars in millions)
	Unrecognized net pension and postretirement
		costs		$	(932)	$	(350)	$	(582)	$	(965)	$	(362)	$	(603)
	Unrealized net gains (losses) on cash flow
		hedges			(294)		(110)		(184)		(254)		(95)		(159)
	Unrealized net gains (losses) on securities
		available for sale			973		366		607		421		158		263
	FDIC’s share of unrealized (gains) losses on
		securities available for sale under loss
		share agreements			(377)		(141)		(236)		(311)		(116)		(195)
	Other, net				(30)		(16)		(14)		(37)		(18)		(19)
			Total	$	(660)	$	(251)	$	(409)	$	(1,146)	$	(433)	$	(713)

As of September 30, 2012 and December 31, 2011, unrealized net losses on securities available for sale, excluding covered securities, included $11 million and $55 million, respectively, of pre-tax losses related to other-than-temporarily impaired non-agency residential mortgage-backed securities where a portion of the loss was recognized in net income.

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NOTE 11. Income Taxes

The effective tax rates for the three and nine months ended September 30, 2012 were higher than the corresponding periods of 2011 primarily due to higher levels of pre-tax income, which is subject to the marginal tax rate.

In February 2010, BB&T received an IRS statutory notice of deficiency for tax years 2002-2007 asserting a liability for taxes, penalties and interest of approximately $892 million related to the disallowance for foreign tax credits and other deductions claimed by a subsidiary in connection with a financing transaction. Management has consulted with outside counsel and continues to believe that BB&T’s treatment of this transaction was in compliance with applicable laws and regulations. However, as a procedural matter and in order to limit its exposure to incremental penalties and interest associated with this matter, BB&T paid the disputed tax, penalties and interest in March 2010, and filed a lawsuit seeking a refund in the U.S. Court of Federal Claims. The Court has scheduled the trial to take place in March 2013. BB&T recorded a receivable in other assets for the amount of this payment, less the reserve considered necessary in accordance with applicable income tax accounting guidance. Based on an assessment of the applicable tax law and the relevant facts and circumstances related to this matter, management has concluded that the amount of this reserve is adequate, although litigation is still ongoing. Due to potential developments in BB&T’s litigation or in similar cases, there could be a material change in the reserve amount within the next twelve months.

NOTE 12. Benefit Plans

The following tables summarize the components of net periodic benefit cost recognized for BB&T’s pension plans for the periods presented:

			Qualified Plan				Nonqualified Plans
			Three Months Ended September 30,				Three Months Ended September 30,
			2012		2011		2012		2011

			(Dollars in millions)
	Service cost		$	28	$	23	$	2	$	2
	Interest cost			25		23		2		2
	Estimated return on plan assets			(51)		(49)		―		―
	Amortization and other			18		9		2		1
		Net periodic benefit cost	$	20	$	6	$	6	$	5

		Qualified Plan				Nonqualified Plans
		Nine Months Ended September 30,				Nine Months Ended September 30,
		2012			2011	2012		2011

		(Dollars in millions)
Service cost		$	86	$	76	$	6	$	5
Interest cost			74		69		7		7
Estimated return on plan assets			(149)		(147)		―		―
Amortization and other			52		22		4		3
	Net periodic benefit cost	$	63	$	20	$	17	$	15

BB&T makes contributions to the qualified pension plan in amounts between the minimum required for funding standard accounts and the maximum amount deductible for federal income tax purposes. A discretionary contribution of $88 million was made in the third quarter of 2012. Management is considering additional contributions in 2012.

NOTE 13. Commitments and Contingencies

BB&T utilizes a variety of financial instruments to meet the financing needs of clients and to reduce exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, letters of credit and financial guarantees and derivatives. BB&T also has commitments to fund certain affordable housing investments and contingent liabilities related to certain sold loans.

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Commitments to extend, originate or purchase credit are primarily lines of credit to businesses and consumers and have specified rates and maturity dates. Many of these commitments also have adverse change clauses, which allow BB&T to cancel the commitment due to deterioration in the borrowers’ creditworthiness.

The following table presents a summary of certain commitments and contingencies:
			September 30,		December 31,
			2012		2011

			(Dollars in millions)
	Letters of credit and financial guarantees written		$	5,564	$	6,095
	Carrying amount of the liability for letter of credit guarantees			36		27

	Investments related to affordable housing and historic building rehabilitation projects			1,113		1,159
	Amount of future funding commitments included in investments related to affordable
		housing and historic rehabilitation projects		365		394
	Lending exposure to affordable housing projects			198		178
	Outstanding loans included in lending exposure to affordable housing projects			86		76

	Investments in private equity and similar investments			311		261
	Future funding commitments to private equity and similar investments			159		129

Letters of credit and financial guarantees written are unconditional commitments issued by BB&T to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper issuance, bond financing and similar transactions, the majority of which are to tax exempt entities. The credit risk involved in the issuance of these guarantees is essentially the same as that involved in extending loans to clients and as such, the instruments are collateralized when necessary.

BB&T invests in certain affordable housing and historic building rehabilitation projects throughout its market area as a means of supporting local communities, and receives tax credits related to these investments. BB&T typically acts as a limited partner in these investments and does not exert control over the operating or financial policies of the partnerships. Branch Bank typically provides financing during the construction and development of the properties; however, permanent financing is generally obtained from independent third parties upon completion of a project. BB&T’s maximum risk exposure related to these investments is limited to its total investment and lending exposure.

BB&T has investments and future funding commitments to certain private equity and similar investments. BB&T’s risk exposure relating to such commitments is generally limited to the amount of investments and future funding commitments made.

A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or interest rate. For additional disclosures related to BB&T’s derivatives refer to Note 15.

In the ordinary course of business, BB&T indemnifies its officers and directors to the fullest extent permitted by law against liabilities arising from pending litigation. BB&T also issues standard representation and warranties in underwriting agreements, merger and acquisition agreements, loan sales, brokerage activities and other similar arrangements. Counterparties in many of these indemnification arrangements provide similar indemnifications to BB&T. Although these agreements often do not specify limitations, BB&T does not believe that any payments related to these guarantees would materially change the financial position or results of operations of BB&T.

Merger and acquisition agreements of businesses other than financial institutions occasionally include additional incentives to the acquired entities to offset the loss of future cash flows previously received through ownership positions. Typically, these incentives are based on the acquired entity’s contribution to BB&T’s earnings compared to agreed-upon amounts. When offered, these incentives are typically issued for terms of three to five years. As certain provisions of these agreements do not specify dollar limitations, it is not possible to quantify the maximum exposure resulting from these agreements. However, based on recent payouts and current projections, any payments made in relation to these agreements are not expected to be material to BB&T’s results of operations, financial position or cash flows.

In connection with the Colonial acquisition, Branch Bank entered into loss sharing agreements with the FDIC related to certain assets acquired. Pursuant to the terms of these loss sharing agreements, the FDIC’s obligation to reimburse Branch Bank for losses with respect to certain loans, other real estate owned (“OREO”), certain investment securities and other assets (collectively, “covered assets”), begins with the first dollar of loss incurred.

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BB&T has sold certain mortgage-related loans that contain recourse provisions. These provisions generally require BB&T to reimburse the investor for a share of any loss that is incurred after the disposal of the property. BB&T also issues standard representations and warranties related to mortgage loan sales to government-sponsored entities. Refer to Note 6 for additional disclosures related to these exposures.

Legal Proceedings

The nature of the business of BB&T’s banking and other subsidiaries ordinarily results in a certain amount of claims, litigation, investigations and legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. BB&T believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of BB&T and its shareholders.

The Company is a defendant in three separate cases primarily challenging the Company’s daily ordering of debit transactions posted to customer checking accounts for the period from 2003 to 2010. The plaintiffs have requested class action treatment; however, no class has been certified. The court initially denied motions by the Company to dismiss these cases and compel them to be submitted to individual arbitration. The Company then filed appeals in all three matters. There have been numerous subsequent procedural developments. These include an appeal to the U.S. Supreme Court in one matter which resulted in a November 2011 decision that benefited the Company and two decisions in July 2012 in two other matters by the U.S. Court of Appeals for the Eleventh Circuit ordering arbitration. Nevertheless, at present the issues raised by these motions and/or appeals have not been finally decided. If the motions or appeals are ultimately granted, they would preclude class action treatment. Even if those appeals are denied, the Company believes it has meritorious defenses against these matters, including class certification. In addition, no damages have been specified by the plaintiffs. Because of these circumstances, no specific loss or range of loss can currently be determined.

On at least a quarterly basis, BB&T assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. For those matters where it is probable that BB&T will incur a loss and the amount of the loss can be reasonably estimated, BB&T records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount of the loss is not estimable, BB&T has not accrued legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, BB&T’s management believes that its established legal reserves are adequate and the liabilities arising from BB&T’s legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of BB&T. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to BB&T’s consolidated financial position, consolidated results of operations or consolidated cash flows.

NOTE 14. Fair Value Disclosures

BB&T carries various assets and liabilities at fair value based on applicable accounting standards. In addition, BB&T has elected to account for prime residential mortgage and commercial mortgage loans originated as loans held for sale at fair value in accordance with applicable accounting standards (the “Fair Value Option”). Accounting standards define fair value as the exchange price that would be received on the measurement date to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants. These standards also established a three level fair value hierarchy that describes the inputs that are used to measure assets and liabilities. Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities; quoted market prices that are not in an active market; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.

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Assets and liabilities measured at fair value on a recurring basis, including financial instruments for which BB&T has elected the Fair Value Option are summarized below:

						Fair Value Measurements for Assets and
						Liabilities Measured on a Recurring Basis
				9/30/2012		Level 1		Level 2		Level 3

						(Dollars in millions)
	Assets:
		Trading securities		$	572	$	209	$	359	$	4
		Securities available for sale:
			GSE securities		313		―		313		―
			Mortgage-backed securities issued by GSE		19,871		―		19,871		―
			States and political subdivisions		2,013		―		2,013		―
			Non-agency residential mortgage-backed securities		319		―		319		―
			Other securities		1		―		1		―
			Covered securities		1,581		―		609		972
		Loans held for sale			3,467		―		3,467		―
		Residential mortgage servicing rights			563		―		―		563
		Derivative assets: (1)
			Interest rate contracts		1,676		―		1,548		128
			Foreign exchange contracts		14		―		14		―
		Private equity and similar investments (1)(2)			311		―		―		311
			Total assets	$	30,701	$	209	$	28,514	$	1,978

	Liabilities:
		Derivative liabilities: (1)
			Interest rate contracts	$	1,728	$	―	$	1,728	$	―
			Foreign exchange contracts		9		―		9		―
		Short-term borrowed funds (3)			179		―		179		―
			Total liabilities	$	1,916	$	―	$	1,916	$	―

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						Fair Value Measurements for Assets and
						Liabilities Measured on a Recurring Basis
				12/31/2011		Level 1		Level 2		Level 3

						(Dollars in millions)
	Assets:
		Trading securities		$	534	$	298	$	235	$	1
		Securities available for sale:
			GSE securities		306		―		306		―
			Mortgage-backed securities issued by GSE		18,132		―		18,132		―
			States and political subdivisions		1,923		―		1,923		―
			Non-agency residential mortgage-backed securities		368		―		368		―
			Other securities		7		6		1		―
			Covered securities		1,577		―		593		984
		Loans held for sale			3,736		―		3,736		―
		Residential mortgage servicing rights			563		―		―		563
		Derivative assets: (1)
			Interest rate contracts		1,518		1		1,457		60
			Foreign exchange contracts		7		―		7		―
		Private equity and similar investments (1)(2)			261		―		―		261
			Total assets	$	28,932	$	305	$	26,758	$	1,869

	Liabilities:
		Derivative liabilities: (1)
			Interest rate contracts	$	1,498	$	―	$	1,497	$	1
			Foreign exchange contracts		8		―		8		―
		Short-term borrowed funds (3)			118		―		118		―
			Total liabilities	$	1,624	$	―	$	1,623	$	1


(1)	These amounts are reflected in other assets and other liabilities on the Consolidated Balance Sheets.
(2)	Based on an analysis of the nature and risks of these investments, BB&T has determined that presenting these investments as a single class is appropriate.
(3)	Short-term borrowed funds reflect securities sold short positions.

The following discussion focuses on the valuation techniques and significant inputs used by BB&T in determining the Level 2 and Level 3 fair values of each significant class of assets and liabilities.

BB&T generally utilizes a third-party pricing service in determining the fair value of its securities portfolio. Fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. As described by security type below, additional inputs may be used, or some inputs may not be applicable. In the event that market observable data was not available, which would generally occur due to the lack of an active market for a given security, the valuation of the security would be subjective and may involve substantial judgment by management.

Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities follows:

Trading securities: Trading securities are composed of all types of debt and equity securities, but the majority consists of debt securities issued by the U.S. Treasury, U.S. government-sponsored entities, or states and political subdivisions. The valuation techniques used for these investments are more fully discussed below.

GSE securities and Mortgage-backed securities issued by GSE: These are debt securities issued by U.S. government-sponsored entities. GSE pass-through securities are valued using market-based pricing matrices that are based on observable inputs including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE collateralized mortgage obligations (“CMOs”) are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

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States and political subdivisions: These securities are valued using market-based pricing matrices that are based on observable inputs including MSRB reported trades, issuer spreads, material event notices and benchmark yield curves.

Non-agency residential mortgage-backed securities: Pricing matrices for these securities are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above.

Other securities: These securities consist primarily of mutual funds and corporate bonds. These securities are valued based on a review of quoted market prices for assets as well as through the various other inputs discussed previously.

Covered securities: Covered securities are covered by FDIC loss sharing agreements and consist of re-remic non-agency mortgage-backed securities, municipal securities and non-agency mortgage-backed securities. The covered state and political subdivision securities and certain non-agency mortgage-backed securities are valued in a manner similar to the approach described above for these asset classes. The re-remic non-agency mortgage-backed securities, which are categorized as Level 3, were valued based on broker dealer quotes that reflected certain unobservable market inputs. Sensitivity to changes in the fair value of covered securities is significantly offset by changes in BB&T’s indemnification asset from the FDIC. Subject to certain restrictions, the terms of the loss sharing agreement associated with these re-remic non-agency mortgage-backed securities provide that Branch Bank will be reimbursed by the FDIC for 95% of any and all losses.

Loans held for sale: BB&T originates certain mortgage loans to be sold to investors. These loans are carried at fair value based on BB&T’s election of the Fair Value Option. The fair value is primarily based on quoted market prices for securities backed by similar types of loans. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage loan held for sale.

Residential mortgage servicing rights: BB&T estimates the fair value of residential mortgage servicing rights (“MSRs”) using an option adjusted spread (“OAS”) valuation model to project MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The OAS model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. When available, fair value estimates and assumptions are compared to observable market data and to recent market activity and actual portfolio experience.

Derivative assets and liabilities: BB&T uses derivatives to manage various financial risks. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. The fair value of interest rate lock commitments, which are related to mortgage loan commitments and are categorized as Level 3, is based on quoted market prices adjusted for commitments that BB&T does not expect to fund and includes the value attributable to the net servicing fee.

Private equity and similar investments: BB&T has private equity and similar investments that are measured at fair value based on the investment’s net asset value. In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment and actual values in a sale could differ materially from those estimated.

Short-term borrowed funds: Short-term borrowed funds represent debt securities sold short. These are entered into through BB&T’s brokerage subsidiary Scott & Stringfellow, LLC. These trades are executed as a hedging strategy for the purposes of supporting institutional and retail client trading activities.

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The tables below present reconciliations for Level 3 assets and liabilities that are measured at fair value on a recurring basis.

				Fair Value Measurements Using Significant Unobservable Inputs
								Residential Mortgage				Private Equity
						Covered		Servicing		Net		and Similar
Three Months Ended September 30, 2012				Trading		Securities		Rights		Derivatives		Investments

				(Dollars in millions)

Balance at July 1, 2012				$	1	$	982	$	578	$	68	$	301
	Total realized and unrealized gains or losses:
		Included in earnings:
			Interest income		―		13		―		―		―
			Mortgage banking income		―		―		(76)		124		―
			Other noninterest income		―		―		―		―		6
		Included in unrealized net holding gains (losses) in other
			comprehensive income (loss)		―		9		―		―		―
	Purchases				3		―		―		―		12
	Issuances				―		―		61		106		―
	Sales				―		―		―		―		(7)
	Settlements				―		(32)		―		(170)		(1)
Balance at September 30, 2012				$	4	$	972	$	563	$	128	$	311

Change in unrealized gains (losses) included in
	earnings for the period, attributable to assets
	and liabilities still held at September 30, 2012			$	―	$	13	$	(29)	$	128	$	6

				Fair Value Measurements Using Significant Unobservable Inputs
								Residential Mortgage				Private Equity
						Covered		Servicing		Net		and Similar
Three Months Ended September 30, 2011				Trading		Securities		Rights		Derivatives		Investments

				(Dollars in millions)

Balance at July 1, 2011				$	1	$	1,063	$	879	$	3	$	247
	Total realized and unrealized gains or losses:
		Included in earnings:
			Interest income		―		11		―		―		―
			Mortgage banking income		―		―		(345)		54		―
			Other noninterest income		―		―		―		―		19
		Included in unrealized net holding gains (losses) in other
			comprehensive income (loss)		―		53		―		―		―
	Purchases				5		―		―		―		34
	Issuances				―		―		39		46		―
	Sales				(2)		―		―		―		(19)
	Settlements				―		(23)		―		(31)		(5)
Balance at September 30, 2011				$	4	$	1,104	$	573	$	72	$	276

Change in unrealized gains (losses) included in
	earnings for the period, attributable to assets
	and liabilities still held at September 30, 2011			$	―	$	11	$	(299)	$	72	$	18

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				Fair Value Measurements Using Significant Unobservable Inputs
								Residential Mortgage				Private Equity
						Covered		Servicing		Net		and Similar
Nine Months Ended September 30, 2012				Trading		Securities		Rights		Derivatives		Investments

				(Dollars in millions)
Balance at January 1, 2012				$	1	$	984	$	563	$	59	$	261
	Total realized and unrealized gains or losses:
		Included in earnings:
			Interest income		―		31		―		―		―
			Mortgage banking income		―		―		(195)		309		―
			Other noninterest income		―		―		―		―		10
		Included in unrealized net holding gains (losses) in other
			comprehensive income (loss)		―		49		―		―		―
	Purchases				3		―		―		―		64
	Issuances				―		―		195		244		―
	Sales				―		―		―		―		(25)
	Settlements				―		(92)		―		(484)		1
Balance at September 30, 2012				$	4	$	972	$	563	$	128	$	311

Change in unrealized gains (losses) included in
	earnings for the period, attributable to assets
	and liabilities still held at September 30, 2012			$	―	$	31	$	(67)	$	128	$	13

				Fair Value Measurements Using Significant Unobservable Inputs
						States &						Residential Mortgage				Private Equity
						Political		Other		Covered		Servicing		Net		and Similar
Nine Months Ended September 30, 2011				Trading		Subdivisions		Securities		Securities		Rights		Derivatives		Investments

				(Dollars in millions)
Balance at January 1, 2011				$	11	$	119	$	7	$	954	$	830	$	(25)	$	266
	Total realized and unrealized gains or losses:
		Included in earnings:
			Interest income		―		―		―		37		―		―		―
			Mortgage banking income		―		―		―		―		(422)		80		―
			Other noninterest income		(3)		―		―		―		―		―		34
		Included in unrealized net holding gains
			(losses) in other comprehensive income (loss)		―		(9)		(1)		136		―		―		―
	Purchases				7		―		―		―		―		―		46
	Issuances				―		―		―		―		165		67		―
	Sales				(11)		―		―		―		―		―		(55)
	Settlements				―		(53)		(1)		(23)		―		(50)		(12)
	Transfers into Level 3				―		―		―		―		―		―		1
	Transfers out of Level 3				―		(57)		(5)		―		―		―		(4)
Balance at September 30, 2011				$	4	$	―	$	―	$	1,104	$	573	$	72	$	276

Change in unrealized gains (losses) included in
	earnings for the period, attributable to assets
	and liabilities still held at September 30, 2011			$	―	$	―	$	―	$	37	$	(319)	$	72	$	30

BB&T’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of a reporting period. During the first nine months of 2012, BB&T did not have any material transfer of securities between levels in the fair value hierarchy. During the first nine months of 2011, transfers from Level 3 to Level 2 were the result of increased observable market activity for these securities. There were no gains or losses recognized as a result of the transfers of securities during the nine months ended 2011.

The net realized and unrealized gains (losses) reported for mortgage servicing rights assets includes adjustments decreasing the value $29 million and the realization of expected residential mortgage servicing rights cash flows by $47 million for the

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three months ended September 30, 2012. For the quarter ended September 30, 2011, the net realized and unrealized gains (losses) reported for mortgage servicing rights assets includes an adjustment decreasing the value $299 million and the realization of expected residential mortgage servicing rights cash flows by $46 million. BB&T uses various derivative financial instruments to mitigate the income statement effect of changes in fair value. During the three months ended September 30, 2012 and 2011, the derivative instruments produced gains of $49 million and $329 million, respectively, which offset the valuation adjustments recorded.

For the nine months ended September 30, 2012 and 2011, the net realized and unrealized gains (losses) reported for mortgage servicing rights assets includes adjustments decreasing the value $67 million and $319 million, respectively, and decreasing the value for the realization of expected residential mortgage servicing rights cash flows by $128 million and $103 million, respectively. The various derivative financial instruments used to mitigate the income statement effect of changes in fair value produced gains of $148 million and $349 million for the nine months ended September 30, 2012 and 2011, respectively, which offset the valuation adjustments recorded. Refer to Note 6 for a sensitivity analysis of the fair values of these servicing rights to an immediate 10% and 20% adverse change in key economic assumptions.

The majority of BB&T’s private equity and similar investments are in Small Business Investment Company (“SBIC”) qualified funds. The significant investment strategies for these funds primarily focus on equity and subordinated debt investments in privately-held middle market companies. The majority of these investments are not redeemable and distributions are received as the underlying assets of the funds liquidate. The timing of distributions, which are expected to occur on various dates through 2025, is uncertain and dependent on various events such as recapitalizations, refinance transactions and ownership changes among others. Excluding the investment of future funds, BB&T estimates these investments have a weighted average remaining life of approximately three years; however, the timing and amount of distributions may vary significantly. As of September 30, 2012, restrictions on the ability to sell the investments include, but are not limited to, consent of a majority member or general partner approval for transfer of ownership. BB&T’s investments are spread over numerous privately-held middle market companies, and thus the sensitivity to a change in fair value for any single investment is limited. The significant unobservable inputs for these investments are EBITDA multiples that ranged from 3x to 12x, with a weighted average of 7x, at September 30, 2012.

The following table details the fair value and unpaid principal balance of loans held for sale that were elected to be carried at fair value:

September 30, 2012

December 31, 2011

Fair Value

Less

Aggregate

Unpaid

Fair

Principal

Fair

Principal

Value

Balance

Value

Balance

(Dollars in millions)

Loans held for sale reported at fair value:

Total (1)

3,467

3,314

153

3,736

3,652

(1)

The change in fair value is reflected in mortgage banking income. Excluding government guaranteed loans, there were no nonaccrual loans or loans 90 days or more past due and still accruing interest.

BB&T may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. Assets measured at fair value on a nonrecurring basis for the periods ended September 30, 2012 and December 31, 2011 that were still held on the balance sheet at September 30, 2012 and December 31, 2011 totaled $309 million and $925 million, respectively. The September 30, 2012 amount consists of $170 million of impaired loans, excluding covered loans, and $139 million of foreclosed real estate, excluding covered foreclosed real estate, that were classified as Level 3 assets. The December 31, 2011 amount consists of $389 million of impaired loans, excluding covered loans, and $536 million of foreclosed real estate, excluding covered foreclosed real estate, that were classified as Level 3 assets. During the three months ended September 30, 2012 and 2011, BB&T recorded $27 million and $71 million, respectively, in negative valuation adjustments of impaired loans and $45 million and $103 million, respectively, in negative valuation adjustments of foreclosed real estate. For the nine months ended September 30, 2012 and 2011, BB&T recorded $82 million and $293 million, respectively, in negative valuation adjustments of impaired loans and $181 million and $274 million, respectively, in negative valuation adjustments of foreclosed real estate. The fair value of impaired loans and foreclosed real estate are generally based on appraised value of collateral. Appraisals incorporate measures such as recent sales prices for comparable properties and cost of construction. In addition, the periodic valuations may include additional liquidity discounts based upon the expected retention period. The valuations are impacted by the market price of the class of real estate and the expected retention period. A shorter retention period would result in an additional liquidity discount.

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Additionally, accounting standards require the disclosure of the estimated fair value of financial instruments that are not recorded at fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. For the financial instruments that BB&T does not record at fair value, estimates of fair value are made at a point in time, based on relevant market data and information about the financial instrument. Fair values are calculated based on the value of one trading unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, estimated transaction costs that may result from bulk sales or the relationship between various financial instruments. No readily available market exists for a significant portion of BB&T’s financial instruments. Fair value estimates for these instruments are based on current economic conditions, currency and interest rate risk characteristics, loss experience and other factors. Many of these estimates involve uncertainties and matters of significant judgment and cannot be determined with precision. Therefore, the calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. In addition, changes in assumptions could significantly affect these fair value estimates. The following methods and assumptions were used by BB&T in estimating the fair value of these financial instruments.

Cash and cash equivalents and segregated cash due from banks : For these short-term instruments, the carrying amounts are a reasonable estimate of fair values.

Securities held to maturity: The fair values of securities held to maturity are based on a market approach using observable inputs such as benchmark yields and securities, TBA prices, reported trades, issuer spreads, current bids and offers, monthly payment information and collateral performance.

Loans receivable : The fair values for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms and credit quality, which are deemed to be indicative of orderly transactions in the current market. For commercial loans and leases, internal risk grades are used to adjust discount rates for risk migration and expected losses. For residential mortgage and other consumer loans, internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and credit quality and discounted using a LIBOR based rate. The carrying amounts of accrued interest approximate fair values.

FDIC loss share receivable : The fair value of the FDIC loss share receivable was estimated using discounted cash flow analyses, applying a risk free interest rate that is adjusted for the uncertainty in the timing and amount of these cash flows. The expected cash flows to/from the FDIC related to loans were estimated using the same assumptions that were used in determining the accounting values for the related loans. The expected cash flows to/from the FDIC related to securities are based upon the fair value of the related securities and the payment that would be required if the securities were sold for that amount. The FDIC loss share agreements are not transferrable and, accordingly, there is no market for this receivable.

Deposit liabilities : The fair values for demand deposits, interest-checking accounts, savings accounts and certain money market accounts are, by definition, equal to the amount payable on demand at the reporting date. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates to aggregate expected maturities. In addition, nonfinancial instruments such as core deposit intangibles are not recorded at fair value. BB&T has developed long-term relationships with its customers through its deposit base and, in the opinion of management, these items add significant value to BB&T.

Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds : The carrying amounts of Federal funds purchased, borrowings under repurchase agreements and short-term borrowed funds approximate their fair values.

Long-term debt : The fair values of long-term debt are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on BB&T’s current incremental borrowing rates for similar types of instruments.

Contractual commitments : The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair values also consider the difference between current levels of interest rates and the committed rates. The fair values of guarantees and letters of credit are estimated based on the counterparties’ creditworthiness and average default rates for loan products with similar risks. These respective fair value measurements would be categorized within Level 3 of the fair value hierarchy.

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The following is a summary of the carrying amounts and fair values of those financial assets and liabilities that BB&T has not recorded at fair value:

			Carrying		Total
	September 30, 2012		Amount		Fair Value		Level 2		Level 3

			(Dollars in millions)
	Financial assets:
		Securities held to maturity (1)	$	13,140	$	13,445	$	13,407	$	38
		Loans and leases, excluding covered loans (2)		108,538		108,505		―		108,505
		Covered loans (2)		3,551		4,322		―		4,322
		FDIC loss share receivable		656		331		―		331

	Financial liabilities:
		Deposits		130,018		130,368		130,368		―
		Long-term debt		19,221		20,842		20,842		―

			Carrying
	December 31, 2011		Amount		Fair Value

			(Dollars in millions)
	Financial assets:
		Securities held to maturity (1)	$	14,094	$	14,098
		Loans and leases, excluding covered loans (2)		100,495		100,036
		Covered loans (2)		4,718		5,706
		FDIC loss share receivable		1,100		910

	Financial liabilities:
		Deposits		124,939		125,317
		Long-term debt		21,803		23,001


(1)	The carrying value excludes amounts deferred in other comprehensive income resulting from the transfer of securities available for sale to securities held to maturity.
(2)	The carrying value is net of the allowance for loan and lease losses.

The following is a summary of the notional or contractual amounts and fair values of BB&T’s off-balance sheet financial instruments as of the periods indicated:

			September 30, 2012				December 31, 2011
			Notional/				Notional/
			Contract				Contract
			Amount		Fair Value		Amount		Fair Value

			(Dollars in millions)
	Contractual commitments:
		Commitments to extend, originate or purchase credit	$	44,579	$	82	$	40,249	$	71
		Residential mortgage loans sold with recourse		1,085		12		1,316		6
		Other loans sold with recourse		4,847		14		4,520		15
		Letters of credit and financial guarantees written		5,564		36		6,095		27

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NOTE 15. Derivative Financial Instruments

The following tables set forth certain information concerning BB&T’s derivative financial instruments and related hedged items as of the periods indicated:

Derivative Classifications and Hedging Relationships

							September 30, 2012						December 31, 2011
						Hedged Item or	Notional		Fair Value				Notional		Fair Value
						Transaction	Amount		Gain (1)		Loss (1)		Amount		Gain (1)		Loss (1)

							(Dollars in millions)
Cash Flow Hedges: (2)
	Interest rate contracts:
		Pay fixed swaps				3 month LIBOR funding	$	6,035	$	―	$	(321)	$	5,750	$	―	$	(307)
				Total				6,035		―		(321)		5,750		―		(307)

Net Investment Hedges:
	Foreign exchange contracts							73		―		(2)		73		1		―
				Total				73		―		(2)		73		1		―

Fair Value Hedges:
	Interest rate contracts:
		Receive fixed swaps and option trades				Long-term debt		800		195		―		2,556		254		―
		Pay fixed swaps				Commercial loans		188		―		(7)		98		―		(5)
		Pay fixed swaps				Municipal securities		345		―		(162)		355		―		(158)
				Total				1,333		195		(169)		3,009		254		(163)

Not Designated as Hedges:
	Client-related and other risk management:
		Interest rate contracts:
			Receive fixed swaps					9,477		741		―		9,176		703		―
			Pay fixed swaps					9,607		―		(771)		9,255		―		(730)
			Other swaps					2,341		1		(2)		2,450		―		(6)
			Option trades					821		27		(28)		1,004		38		(40)
			Futures contracts					135		―		―		240		―		―
			Risk participations					151		―		―		150		―		―
		Foreign exchange contracts						953		14		(8)		575		6		(8)
				Total				23,485		783		(809)		22,850		747		(784)

	Mortgage Banking:
		Interest rate contracts:
			Receive fixed swaps					118		1		―		50		1		―
			Pay fixed swaps					―		―		―		16		―		―
			Interest rate lock commitments					6,380		128		―		4,977		60		(1)
			When issued securities, forward rate agreements and forward
				commitments				8,822		17		(160)		7,125		10		(88)
			Option trades					70		6		―		70		5		―
			Futures contracts					29		―		―		65		1		―
				Total				15,419		152		(160)		12,303		77		(89)

	Mortgage Servicing Rights:
		Interest rate contracts:
			Receive fixed swaps					6,234		142		(5)		5,616		154		(1)
			Pay fixed swaps					5,483		1		(125)		4,651		1		(111)
			Option trades					20,200		408		(146)		9,640		273		(51)
			Futures contracts					―		―		―		38		―		―
			When issued securities, forward rate agreements and forward
				commitments				3,145		9		―		3,651		18		―
				Total				35,062		560		(276)		23,596		446		(163)
					Total nonhedging derivatives			73,966		1,495		(1,245)		58,749		1,270		(1,036)
Total Derivatives							$	81,407	$	1,690	$	(1,737)	$	67,581	$	1,525	$	(1,506)


(1)	Derivatives in a gain position are recorded as Other assets and derivatives in a loss position are recorded as Other liabilities on the Consolidated Balance Sheets.
(2)	Cash flow hedges are hedging the first unhedged forecasted settlements associated with the listed hedged item descriptions.

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The Effect of Derivative Instruments on the Consolidated Statements of Income
Three Months Ended September 30, 2012 and 2011

					Effective Portion
					Pre-tax Gain					Pre-tax (Gain) Loss
					(Loss) Recognized				Location of Amounts	Reclassified from
					in AOCI				Reclassified from AOCI	AOCI into Income
					2012		2011		into Income	2012		2011

						(Dollars in millions)
Cash Flow Hedges
	Interest rate contracts				$	(28)	$	(120)	Total interest income	$	(1)	$	(7)
									Total interest expense		14		16
										$	13	$	9
Net Investment Hedges
	Foreign exchange contracts				$	(3)	$	6		$	―	$	―

									Effective Portion
										Pre-tax Gain
									Location of Amounts	(Loss) Recognized
									Recognized	in Income
									in Income	2012		2011

						(Dollars in millions)
Fair Value Hedges
	Interest rate contracts								Total interest expense	$	72	$	85
	Interest rate contracts								Total interest income		(6)		(6)
				Total						$	66	$	79

Not Designated as Hedges
	Client-related and other risk management
		Interest rate contracts							Other noninterest income	$	10	$	6
		Foreign exchange contracts							Other noninterest income		2		1
	Mortgage Banking
		Interest rate contracts							Mortgage banking income		(28)		(21)
	Mortgage Servicing Rights
		Interest rate contracts							Mortgage banking income		49		329
			Total							$	33	$	315

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The Effect of Derivative Instruments on the Consolidated Statements of Income
Nine Months Ended September 30, 2012 and 2011

					Effective Portion
					Pre-tax Gain					Pre-tax (Gain) Loss
					(Loss) Recognized				Location of Amounts	Reclassified from
					in AOCI				Reclassified from AOCI	AOCI into Income
					2012		2011		into Income	2012		2011

						(Dollars in millions)
Cash Flow Hedges
	Interest rate contracts				$	(72)	$	(201)	Total interest income	$	(9)	$	(20)
									Total interest expense		41		43
										$	32	$	23
Net Investment Hedges
	Foreign exchange contracts				$	(3)	$	3		$	―	$	―

									Effective Portion
										Pre-tax Gain
									Location of Amounts	(Loss) Recognized
									Recognized	in Income
									in Income	2012		2011

						(Dollars in millions)
Fair Value Hedges
	Interest rate contracts								Total interest expense	$	246	$	221
	Interest rate contracts								Total interest income		(16)		(16)
				Total						$	230	$	205

Not Designated as Hedges
	Client-related and other risk management
		Interest rate contracts							Other noninterest income	$	27	$	4
		Foreign exchange contracts							Other noninterest income		6		5
	Mortgage Banking
		Interest rate contracts							Mortgage banking income		11		(83)
	Mortgage Servicing Rights
		Interest rate contracts							Mortgage banking income		148		349
			Total							$	192	$	275

BB&T uses a variety of derivative instruments to manage interest rate and foreign exchange risks. These instruments consist of interest-rate swaps, swaptions, caps, floors, collars, financial forward and futures contracts, when-issued securities, foreign exchange contracts and options written and purchased. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. There are five areas of risk management: balance sheet management, mortgage banking operations, mortgage servicing rights, net investment in a foreign subsidiary and client-related and other risk management activities. No portion of the change in fair value of the derivative has been excluded from effectiveness testing. The ineffective portion was immaterial for all periods presented.

Cash Flow Hedges

BB&T’s floating rate business loans, overnight funding, FHLB advances, medium-term bank notes and long-term debt expose it to variability in cash flows for interest payments. The risk management objective for these floating rate assets and liabilities is to hedge the variability in the interest payments and receipts on future cash flows for forecasted transactions. All of BB&T’s current cash flow hedges are hedging exposure to variability in future cash flows for forecasted transactions related to the payment of variable interest on then existing financial instruments.

For a qualifying cash flow hedge, the portion of changes in the fair value of the derivatives that has been highly effective is recognized in other comprehensive income (loss) until the related cash flows from the hedged item are recognized in earnings. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable of occurring during the forecast period or within a short period thereafter, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately. At September 30, 2012, BB&T had $294 million of unrecognized pre-tax losses on derivatives

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classified as cash flow hedges recorded in other comprehensive income (loss), compared to $254 million of unrecognized pre-tax losses at December 31, 2011.

The estimated amount to be reclassified from other comprehensive income (loss) into earnings during the next 12 months is a loss totaling approximately $61 million. This includes active hedges and gains and losses related to hedges that were terminated early for which the forecasted transactions are still probable. The proceeds from these terminations were included in cash flows from financing activities.

All cash flow hedges were highly effective for the three and nine months ended September 30, 2012, and the change in fair value attributed to hedge ineffectiveness was not material.

Fair Value Hedges

BB&T’s fixed rate long-term debt, certificates of deposit, FHLB advances, loans and state and political subdivision security assets produce exposure to losses in value as interest rates change. The risk management objective for hedging fixed rate assets and liabilities is to convert the fixed rate paid or received to a floating rate. BB&T accomplishes its risk management objective by hedging exposure to changes in fair value of fixed rate financial instruments primarily through the use of swaps. For a qualifying fair value hedge, changes in the value of the derivatives that have been highly effective as hedges are recognized in current period earnings along with the corresponding changes in the fair value of the designated hedged item attributable to the risk being hedged.

During the nine months ended September 30, 2012 and 2011, BB&T terminated certain fair value hedges related to its long-term debt and municipal securities and received net proceeds of $85 million and $11 million, respectively. When hedged debt/other financial instruments are retired or redeemed, the amounts associated with the hedge are included as a component of the gain or loss on termination. When a hedge has been terminated but the hedged item remains outstanding, the proceeds from the termination of these hedges have been reflected as part of the carrying value of the underlying debt/other financial instrument and are being amortized to earnings over its estimated remaining life. The proceeds from these terminations were included in cash flows from financing activities. During the nine months ended September 30, 2012 and 2011, BB&T recognized pre-tax benefits of $233 million and $149 million, respectively, through reductions of interest expense from previously unwound fair value debt hedges.

Derivatives Not Designated As Hedges

Derivatives not designated as a hedge include those that are entered into as either balance sheet risk management instruments or to facilitate client needs. Balance sheet risk management hedges are those hedges that do not qualify to be treated as a cash flow hedge, a fair value hedge or a foreign currency hedge for accounting purposes, but are necessary to economically manage the risk associated with an asset or liability.

This category of hedges includes derivatives that hedge mortgage banking operations and MSRs. For mortgage loans originated for sale, BB&T is exposed to changes in market rates and conditions subsequent to the interest rate lock and funding date. BB&T’s risk management strategy related to its interest rate lock commitment derivatives and loans held for sale includes using mortgage-based derivatives such as forward commitments and options in order to mitigate market risk. For MSRs, BB&T uses various derivative instruments to mitigate the income statement effect of changes in the fair value of its MSRs. For the nine months ended September 30, 2012, BB&T recorded a gain totaling $148 million related to these derivatives which was offset by a negative $67 million valuation adjustment related to the mortgage servicing asset. For the nine months ended September 30, 2011, BB&T recognized a $349 million gain on these derivatives, which was offset by a negative $319 million valuation adjustment related to the mortgage servicing asset.

BB&T also held, as risk management instruments, other derivatives not designated as hedges primarily to facilitate transactions on behalf of its clients, as well as activities related to balance sheet management.

Net Investment Hedges

In connection with a long-term investment in a foreign subsidiary, BB&T is exposed to changes in the carrying value of its investment as a result of changes in the related foreign exchange rate. For net investment hedges, changes in value of qualifying hedges are deferred in other comprehensive income (loss) when the terms of the derivative match the notional and currency risk being hedged. At September 30, 2012 and December 31, 2011, accumulated other comprehensive income (loss) reflected unrecognized after-tax losses totaling $13 million and $11 million, respectively, related to cumulative changes in the fair value of BB&T’s net investment hedge.

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Derivatives Credit Risk – Dealer Counterparties

Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable to the same counterparty. BB&T addresses the risk of loss by subjecting dealer counterparties to credit reviews and approvals similar to those used in making loans or other extensions of credit and by requiring collateral. Dealer counterparties operate under agreements to provide cash and/or liquid collateral when unsecured loss positions exceed negotiated limits.

As of September 30, 2012, BB&T had received cash collateral from dealer counterparties totaling $43 million related to derivatives in a gain position of $40 million and had posted $702 million in cash collateral to dealer counterparties to secure derivatives in a loss position of $705 million. In the event that BB&T’s credit ratings had been downgraded below investment grade, the amount of collateral posted to these counterparties would have increased by $7 million. As of December 31, 2011, BB&T had received cash collateral from dealer counterparties totaling $82 million related to derivatives in a gain position of $79 million and had posted $639 million in cash collateral to dealer counterparties to secure derivatives in a loss position of $669 million. In the event that BB&T’s credit ratings had been downgraded below investment grade, the amount of collateral posted to these counterparties would have increased by $30 million.

After collateral postings are considered, BB&T had no unsecured positions in a gain with dealer counterparties at September 30, 2012, compared to $3 million at December 31, 2011. All of BB&T’s derivative contracts with dealer counterparties settle on a monthly, quarterly or semiannual basis, with daily movement of collateral between counterparties required within established netting agreements. BB&T only transacts with dealer counterparties that are national market makers with strong credit ratings.

Derivatives Credit Risk – Central Clearing Parties

BB&T also clears certain derivatives through central clearing parties that require initial margin collateral, as well as additional collateral for trades in a net loss position. Initial margin collateral requirements are established by central clearing parties on varying bases, with such amounts generally designed to offset the risk of non-payment. Initial margin is generally calculated by applying the maximum loss experienced in value over a specified time horizon to the portfolio of existing trades. As of September 30, 2012, BB&T had posted $234 million in cash collateral, including initial margin, related to the clearing of derivatives in a $141 million net loss position. As of December 31, 2011, BB&T had posted $145 million in cash collateral, including initial margin, related to the clearing of derivatives in a $60 million net loss position. BB&T had no significant unsecured positions in a gain with central clearing parties at September 30, 2012.

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NOTE 16. Computation of Earnings Per Share

BB&T’s basic and diluted earnings per share amounts for the three and nine months ended September 30, 2012 and 2011, respectively, were calculated as follows:


				Three Months Ended September 30,				Nine Months Ended September 30,
				2012		2011		2012		2011

				(Dollars in millions, except per share data,
				shares in thousands)
	Basic Earnings Per Share:
		Net income available to common shareholders		$	469	$	366	$	1,410	$	898
		Weighted average number of common shares			699,091		697,052		698,454		696,335
		Basic earnings per share		$	0.67	$	0.52	$	2.02	$	1.29

	Diluted Earnings Per Share:
		Net income available to common shareholders		$	469	$	366	$	1,410	$	898
		Weighted average number of common shares			699,091		697,052		698,454		696,335
		Add:
			Effect of dilutive outstanding equity-based awards		10,784		8,552		9,985		8,575
		Weighted average number of diluted common shares			709,875		705,604		708,439		704,910
		Diluted earnings per share		$	0.66	$	0.52	$	1.99	$	1.27

For the three months ended September 30, 2012 and 2011, the number of anti-dilutive awards was 24.7 million and 42.5 million shares, respectively. For the nine months ended September 30, 2012 and 2011, the number of anti-dilutive awards was 33.4 million and 41.0 million shares, respectively.

NOTE 17. Operating Segments

BB&T emphasizes revenue growth by focusing on client service, sales effectiveness and relationship management. The segment results contained herein are presented based on internal management accounting policies that were designed to support these strategies. Unlike financial accounting, there is no comprehensive authoritative body of guidance for management accounting equivalent to GAAP. The performance of the segments is not comparable with BB&T’s consolidated results or with similar information presented by any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically revised.

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The following tables disclose selected financial information with respect to BB&T's reportable business segments for the periods indicated:

BB&T Corporation
Reportable Segments
Three Months Ended September 30, 2012 and 2011

		Community				Residential				Dealer				Specialized
		Banking				Mortgage Banking				Financial Services				Lending
		2012		2011		2012		2011		2012		2011		2012		2011

		(Dollars in millions)
Net interest income (expense)		$	526	$	486	$	286	$	255	$	213	$	217	$	181	$	164
Net intersegment interest income (expense)			325		405		(194)		(182)		(53)		(67)		(38)		(45)
Segment net interest income			851		891		92		73		160		150		143		119
Allocated provision for loan and lease losses			92		142		23		56		43		24		65		26
Noninterest income			281		284		190		100		1		1		58		53
Intersegment net referral fees (expense)			48		31		―		1		―		―		―		―
Noninterest expense			428		549		112		78		24		22		66		61
Amortization of intangibles			11		11		―		―		1		―		1		1
Allocated corporate expenses			256		224		14		12		8		9		20		18
Income (loss) before income taxes			393		280		133		28		85		96		49		66
Provision (benefit) for income taxes			143		102		50		11		32		36		6		12
Segment net income (loss)		$	250	$	178	$	83	$	17	$	53	$	60	$	43	$	54

Identifiable segment assets (period end)		$	61,748	$	61,008	$	28,615	$	23,270	$	10,316	$	9,803	$	18,650	$	16,089

										Other, Treasury				Total BB&T
		Insurance Services				Financial Services				and Corporate (1)				Corporation
		2012		2011		2012		2011		2012		2011		2012		2011

		(Dollars in millions)
Net interest income (expense)		$	1	$	1	$	30	$	27	$	246	$	266	$	1,483	$	1,416
Net intersegment interest income (expense)			1		1		84		71		(125)		(183)		―		―
Segment net interest income			2		2		114		98		121		83		1,483		1,416
Allocated provision for loan and lease losses			―		―		12		1		9		1		244		250
Noninterest income			334		239		183		172		(84)		(159)		963		690
Intersegment net referral fees (expense)			―		―		7		6		(55)		(38)		―		―
Noninterest expense			272		198		152		143		444		342		1,498		1,393
Amortization of intangibles			18		10		―		―		―		2		31		24
Allocated corporate expenses			20		17		26		20		(344)		(300)		―		―
Income (loss) before income taxes			26		16		114		112		(127)		(159)		673		439
Provision (benefit) for income taxes			10		6		43		42		(107)		(141)		177		68
Segment net income (loss)		$	16	$	10	$	71	$	70	$	(20)	$	(18)	$	496	$	371

Identifiable segment assets (period end)		$	3,090	$	2,133	$	8,991	$	6,561	$	50,611	$	48,813	$	182,021	$	167,677


(1)	Includes financial data from subsidiaries below the quantitative and qualitative thresholds requiring disclosure.

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BB&T Corporation
Reportable Segments
Nine Months Ended September 30, 2012 and 2011

		Community				Residential				Dealer				Specialized
		Banking				Mortgage Banking				Financial Services				Lending
		2012		2011		2012		2011		2012		2011		2012		2011

			(Dollars in millions)
Net interest income (expense)		$	1,549	$	1,438	$	850	$	753	$	633	$	639	$	522	$	469
Net intersegment interest income (expense)			1,022		1,254		(578)		(547)		(166)		(208)		(119)		(128)
Segment net interest income			2,571		2,692		272		206		467		431		403		341
Allocated provision for loan and lease losses			537		471		39		281		97		83		116		48
Noninterest income			829		775		547		238		5		5		163		154
Intersegment net referral fees (expense)			130		91		(1)		―		―		―		―		―
Noninterest expense			1,363		1,613		289		210		74		67		187		175
Amortization of intangibles			30		36		―		―		1		1		4		4
Allocated corporate expenses			768		674		41		36		27		28		58		54
Income (loss) before income taxes			832		764		449		(83)		273		257		201		214
Provision (benefit) for income taxes			300		278		169		(31)		103		97		38		43
Segment net income (loss)		$	532	$	486	$	280	$	(52)	$	170	$	160	$	163	$	171

Identifiable segment assets (period end)		$	61,748	$	61,008	$	28,615	$	23,270	$	10,316	$	9,803	$	18,650	$	16,089

										Other, Treasury				Total BB&T
		Insurance Services				Financial Services				and Corporate (1)				Corporation
		2012		2011		2012		2011		2012		2011		2012		2011

		(Dollars in millions)
Net interest income (expense)		$	2	$	2	$	87	$	78	$	738	$	676	$	4,381	$	4,055
Net intersegment interest income (expense)			2		3		246		187		(407)		(561)		―		―
Segment net interest income			4		5		333		265		331		115		4,381		4,055
Allocated provision for loan and lease losses			―		―		18		(10)		(2)		45		805		918
Noninterest income			997		785		530		511		(271)		(277)		2,800		2,191
Intersegment net referral fees (expense)			―		―		19		14		(148)		(105)		―		―
Noninterest expense			744		599		478		431		1,123		1,014		4,258		4,109
Amortization of intangibles			45		31		2		2		―		1		82		75
Allocated corporate expenses			59		51		71		56		(1,024)		(899)		―		―
Income (loss) before income taxes			153		109		313		311		(185)		(428)		2,036		1,144
Provision (benefit) for income taxes			48		33		117		117		(218)		(325)		557		212
Segment net income (loss)		$	105	$	76	$	196	$	194	$	33	$	(103)	$	1,479	$	932

Identifiable segment assets (period end)		$	3,090	$	2,133	$	8,991	$	6,561	$	50,611	$	48,813	$	182,021	$	167,677


(1)	Includes financial data from subsidiaries below the quantitative and qualitative thresholds requiring disclosure.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BB&T Corporation (“BB&T,” the “Corporation,” the “Parent Company” or the “Company”) is a financial holding company organized under the laws of North Carolina. BB&T conducts operations through its principal bank subsidiary, Branch Banking and Trust Company (“Branch Bank”), BB&T Financial FSB (“BB&T FSB”), a federally chartered thrift institution, and its nonbank subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the financial condition, results of operations, business plans and the future performance of BB&T that are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” “could,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors include, but are not limited to, the following:

•

general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services;

•

disruptions to the credit and financial markets, either nationally or globally, including the impact of a downgrade of U.S. government obligations by one of the credit ratings agencies and the adverse effects of the ongoing sovereign debt crisis in Europe;

•

changes in the interest rate environment and cash flow reassessments may reduce net interest margins and/or the volumes and values of loans made or held as well as the value of other financial assets held;

•

competitive pressures among depository and other financial institutions may increase significantly;

•

legislative, regulatory or accounting changes, including changes resulting from the adoption and implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), may adversely affect the businesses in which BB&T is engaged;

•

local, state or federal taxing authorities may take tax positions that are adverse to BB&T;

•

reduction in BB&T’s credit ratings;

•

adverse changes may occur in the securities markets;

•

competitors of BB&T may have greater financial resources and develop products that enable them to compete more successfully than BB&T and may be subject to different regulatory standards than BB&T;

•

unpredictable natural or other disasters could have an adverse effect on BB&T in that such events could materially disrupt BB&T’s operations or the ability or willingness of BB&T’s customers to access the financial services BB&T offers;

•

costs or difficulties related to the integration of the businesses of BB&T and its merger partners may be greater than expected;

•

expected cost savings or revenue growth associated with completed mergers and acquisitions may not be fully realized or realized within the expected time frames;

•

deposit attrition, customer loss and/or revenue loss following completed mergers and acquisitions may be greater than expected; and

•

cyber-security risks, including “denial of service,” “hacking” and “identity theft,” that could adversely affect our business and financial performance, or our reputation.

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These and other risk factors are more fully described in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 under the section entitled “Item 1A. Risk Factors” and from time to time, in other filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed in or implied by any forward-looking statements. Except to the extent required by applicable law or regulation, BB&T undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Regulatory Considerations

BB&T and its subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, the Financial Industry Regulatory Authority, and various state insurance and securities regulators. BB&T and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 for additional disclosures with respect to laws and regulations affecting the Company’s businesses.

Critical Accounting Policies

The accounting and reporting policies of BB&T Corporation and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in BB&T’s consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting and reporting policies include BB&T’s accounting for the allowance for credit losses, determining fair value of financial instruments, intangible assets and other purchase accounting related adjustments associated with mergers and acquisitions, costs and benefit obligations associated with BB&T’s pension and postretirement benefit plans, and income taxes. Understanding BB&T’s accounting policies is fundamental to understanding BB&T’s consolidated financial position and consolidated results of operations. Accordingly, BB&T’s critical accounting policies are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011. BB&T’s significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in detail in Note 1 in the “Notes to Consolidated Financial Statements” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011. There have been no changes to BB&T’s significant accounting policies during 2012. Additional disclosures regarding the effects of new accounting pronouncements are included in Note 1 “Basis of Presentation” included herein.

Executive Summary

Consolidated net income available to common shareholders for the third quarter of 2012 of $469 million was up 28.1% compared to $366 million earned during the same period in 2011. On a diluted per common share basis, earnings for the third quarter of 2012 were $0.66, up 26.9% compared to $0.52 for the same period in 2011. BB&T’s results of operations for the third quarter of 2012 produced an annualized return on average assets of 1.10% and an annualized return on average common shareholders’ equity of 9.94% compared to prior year ratios of 0.89% and 8.30%, respectively.

Total revenues were $2.5 billion for the third quarter of 2012, up $339 million compared to the third quarter of 2011. The increase in total revenues included $66 million of higher taxable-equivalent net interest income, which was primarily driven by a 28.7% decrease in funding costs from the same quarter of the prior year. The decline in funding costs included a $26 million benefit from accelerated amortization of deferred hedge gains and issuance costs due to a change in the expected life resulting from the redemption of the Company’s trust preferred securities. The net interest margin was 3.94%, down 15 basis points compared to the third quarter of 2011, which reflects the runoff of covered loans, lower yields on new loans and securities partially offset by the lower funding costs described above. Noninterest income increased $273 million, primarily attributable to a $92 million increase in insurance income and an $88 million increase in mortgage banking income. The increase in insurance income included approximately $74 million as a result of the acquisition of the life and property and casualty insurance operating divisions of Crump Group Inc. (“Crump Insurance”) on April 2, 2012, as well as the benefit of other acquisitions that closed in the fourth quarter of 2011 and firming market conditions for insurance premiums. In addition, other income was up $50 million due to $37 million in net losses and write-downs recorded on commercial loans held for sale in the earlier quarter.

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The provision for credit losses, excluding covered loans, for the third quarter of 2012, totaled $244 million, compared to $243 million for the third quarter of 2011. Net charge-offs, excluding covered loans, for the third quarter of 2012 were $63 million lower than the third quarter of 2011 reflecting improved credit quality.

Noninterest expenses were $1.5 billion for the third quarter of 2012, up $112 million compared to the third quarter of 2011. The increase in noninterest expenses was primarily due to higher personnel costs, which were up $126 million compared to the third quarter of 2011, primarily due to the Crump Insurance and BankAtlantic acquisitions as well as other increases in salary and benefits. In addition, merger-related and restructuring charges were $43 million higher than the earlier quarter. Loan processing expense increased $30 million compared to the same quarter of the prior year, primarily due to $28 million in expenses related to better identification of unrecoverable costs associated with investor-owned loans. Partially offsetting these increases was a decrease in foreclosed property expense totaling $114 million. This decrease was the result of fewer net losses and lower carrying costs associated with foreclosed property.

The provision for income taxes was $177 million for the third quarter of 2012 compared to $68 million for the third quarter of 2011. This resulted in an effective tax rate for the third quarter of 2012 of 26.3% compared to 15.5% for the prior year’s third quarter. The increase in the effective tax rate was primarily due to higher levels of pre-tax earnings relative to permanent tax differences.

Nonperforming assets, excluding covered foreclosed real estate, decreased $179 million during the third quarter of 2012 due to declines of $107 million in nonperforming loans and $82 million in foreclosed real estate offset by a slight increase in other foreclosed property. This is the 10th consecutive quarterly decline in nonperforming assets and the amount is the lowest since the third quarter of 2008.

On July 31, 2012, BB&T completed the acquisition of Fort Lauderdale, Florida-based BankAtlantic that expanded BB&T’s presence in the attractive Southeast Florida market. In connection with this transaction, BB&T assumed approximately $3.5 billion of deposits and acquired $1.8 billion in loans.

BB&T’s total assets at September 30, 2012 were $182.0 billion, up 5.7% on an annualized basis compared to December 31, 2011. Average loans held for investment for the third quarter of 2012 totaled $112.7 billion, up $3.5 billion compared to the second quarter of 2012. Excluding the impact of the BankAtlantic acquisition, average loans held for investment were up $2.3 billion or 8.4% annualized compared to the prior quarter, reflecting broad-based growth, led by increases in residential mortgage, commercial and industrial, and other lending subsidiaries portfolios.

Average deposits for the third quarter of 2012 increased $3.3 billion, or 10.6% compared to the second quarter of 2012. Excluding the impact of the BankAtlantic acquisition, average deposits were up $1.1 billion or 3.3% annualized compared to the prior quarter. This increase included growth in noninterest–bearing deposits totaling $1.7 billion, or 25.0% on an annualized basis. The cost of interest-bearing deposits was 0.42% for the third quarter of 2012, a decrease of 2 basis points compared to the prior quarter.

Total shareholders’ equity increased $1.6 billion, or 8.5%, compared to June 30, 2012. The increase was primarily driven by earnings of $496 million and net proceeds of $1.1 billion from the issuance of Tier 1 qualifying non-cumulative perpetual preferred stock. The Tier 1 common ratio was 9.5% and 9.7% at September 30, 2012 and June 30, 2012, respectively. In addition, the Tier 1 risk-based capital and total risk-based capital ratios were 10.9% and 14.0% at September 30, 2012, respectively, compared to 10.2% and 13.5%, respectively, at June 30, 2012. The decline in the Tier 1 common equity ratio was primarily attributable to the intangible assets associated with the acquisition of BankAtlantic on July 31, 2012, while the increases to Tier 1 risk-based and total risk-based capital were due to the issuance of Tier 1 qualifying non-cumulative perpetual preferred stock during the third quarter. BB&T’s risk-based capital ratios remain well above regulatory standards for well-capitalized banks. As of September 30, 2012, measures of tangible capital were not required by the regulators and, therefore, were considered non-GAAP measures. Refer to the section titled “Capital Adequacy and Resources” herein for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.

Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011, for additional information with respect to BB&T’s recent accomplishments and significant challenges. The factors causing the fluctuations in the major balance sheet and income statement categories for the third quarter of 2012 compared to the corresponding period of 2011 are further discussed in the following sections.

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Analysis Of Results Of Operations

Consolidated net income available to common shareholders totaled $469 million, which generated diluted earnings per common share of $0.66 in the third quarter of 2012. Net income available to common shareholders for the same period of 2011 totaled $366 million, which generated diluted earnings per common share of $0.52. The increase in earnings was driven by lower funding costs, higher noninterest income and lower foreclosed property expense. BB&T’s results of operations for the third quarter of 2012 produced an annualized return on average assets of 1.10% and an annualized return on average common shareholders’ equity of 9.94%, compared to prior year returns of 0.89% and 8.30%, respectively.

Consolidated net income available to common shareholders totaled $1.4 billion, which generated diluted earnings per common share of $1.99 in the first nine months of 2012. Net income available to common shareholders for the same period of 2011 totaled $898 million, which generated diluted earnings per common share of $1.27. The increase in earnings was driven by lower funding and credit-related costs and higher noninterest income. BB&T’s results of operations for the first nine months of 2012 produced an annualized return on average assets of 1.12% and an annualized return on average common shareholders’ equity of 10.30%, compared to prior year returns of 0.78% and 7.05%, respectively.

The following table sets forth selected financial ratios for the last five calendar quarters.

Table 1
Annualized Profitability Measures

		Three Months Ended
		9/30/12		6/30/12		3/31/12		12/31/11		9/30/11
Rate of return on:
	Average assets	1.10	%	1.22	%	1.03	%	0.93	%	0.89	%
	Average common shareholders’ equity	9.94		11.21		9.75		8.76		8.30
Net interest margin (taxable equivalent)		3.94		3.95		3.93		4.02		4.09

Net Interest Income and Net Interest Margin

Third Quarter 2012 compared to Third Quarter 2011

Net interest income on a fully taxable-equivalent (“FTE”) basis was $1.5 billion for the third quarter of 2012, an increase of 4.5% compared to the same period in 2011. The higher net interest income was driven by a decrease in funding costs. This decline in funding costs included a $26 million benefit from the accelerated amortization of deferred hedge gains and issuance costs due to a change in the expected life resulting from the announced redemption of the Company’s trust preferred securities. For the quarter ended September 30, 2012, average earning assets increased $12.7 billion, or 9.0%, compared to the same period of 2011, while average interest-bearing liabilities increased $3.5 billion, or 3.0%. The net interest margin was 3.94% for the third quarter of 2012 compared to 4.09% for the same period of 2011. The 15 basis point decline in the net interest margin was due to runoff of covered loans, lower yields on new loans and growth in the securities portfolio, which has been partially offset by lower funding costs.

The FTE yield on the average securities portfolio for the third quarter of 2012 was 2.64%, which was 4 basis points lower than the annualized yield earned during the third quarter of 2011.

The annualized FTE yield for the total loan portfolio for the third quarter of 2012 was 5.23% compared to 5.91% in the third quarter of 2011. The decrease in the FTE yield on the total loan portfolio was primarily due to runoff of covered loans and lower yields on new loans due to the low interest-rate environment.

The average rate for interest-bearing deposits for the third quarter of 2012 was 0.42% compared to 0.65% for the same period in the prior year, reflecting management’s ability to lower rates on nearly all categories of interest bearing deposit products.

For the third quarter of 2012, the average annualized FTE rate paid on short-term borrowings was 0.25% compared to 0.31% during the third quarter of 2011. The average annualized rate paid on long-term debt for the third quarter of 2012 was 2.64% compared to 3.22% for the same period in 2011. The decline in the average rate paid on long-term debt reflects the positive impact of $26 million in accelerated amortization of gains from derivatives that were unwound in a gain position related to the redemption of the Company’s trust preferred securities in the third quarter.

Management expects net interest margin to be in the mid 3.70% range in the fourth quarter of 2012 as a result of the runoff of covered loans, lower rates on new earning assets, and higher long-term debt costs, partially offset by lower deposit costs.

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Nine Months of 2012 compared to Nine Months of 2011

Net interest income on a FTE basis was $4.5 billion for the nine months ended September 30, 2012, an increase of 7.9% compared to the same period in 2011. The higher net interest income was driven by an increase in earning assets and lower funding costs. For the nine months ended September 30, 2012, average earning assets increased $16.0 billion, or 11.7%, compared to the same period of 2011, while average interest-bearing liabilities increased $8.0 billion, or 6.9%. The net interest margin was 3.94% for the nine months ended September 30, 2012 compared to 4.08% for the same period of 2011. The 14 basis point decline in the net interest margin was due to runoff of covered assets, lower yields on new loans and growth in the securities portfolio, which has been partially offset by lower funding costs.

The FTE yield on the average securities portfolio for the nine months ended September 30, 2012 was 2.66%, which represents an increase of 3 basis points compared to the annualized yield earned during the same period of 2011.

The annualized FTE yield for the total loan portfolio for the nine months ended September 30, 2012 was 5.41% compared to 5.93% in the corresponding period of 2011. The decrease in the FTE yield on the total loan portfolio was primarily due to runoff of covered loans from the Colonial acquisition and lower yields on new loans due to the low interest-rate environment.

The average rate for interest-bearing deposits for the nine months ended September 30, 2012 was 0.45% compared to 0.73% for the same period in the prior year, reflecting management’s ability to lower rates on nearly all categories of interest bearing deposit products.

For the nine months ended September 30, 2012, the average annualized FTE rate paid on short-term borrowings was 0.26%, a 2 basis point decline from the rate paid for the same period of 2011. The average annualized rate paid on long-term debt for the nine months of 2012 was 2.95% compared to 3.44% for the same period in 2011. The decline in the average rate paid on long-term debt reflects the positive impact of accelerated amortization from certain derivatives that were unwound in a gain position.

The following tables set forth the major components of net interest income and the related annualized yields and rates for the three and nine months ended September 30, 2012 compared to the same periods in 2011, as well as the variances between the periods caused by changes in interest rates versus changes in volumes. Changes attributable to the mix of assets and liabilities have been allocated proportionally between the changes due to rate and the changes due to volume.

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Table 2-1
FTE Net Interest Income and Rate / Volume Analysis
Three Months Ended September 30, 2012 and 2011

				Average Balances (6)				Annualized Yield/Rate				Income/Expense				Increase		Change due to
				2012		2011		2012		2011		2012		2011		(Decrease)		Rate		Volume

				(Dollars in millions)
Assets
Total securities, at amortized cost (1)(2)
	U.S. government-sponsored entities (GSE)			$	870	$	236	1.43	%	0.88	%	$	3	$	1	$	2	$	―	$	2
	Mortgage-backed securities issued by GSE				30,338		27,104	2.00		1.89			151		129		22		8		14
	States and political subdivisions				1,848		1,864	5.83		5.78			27		26		1		―		1
	Non-agency mortgage-backed securities				325		511	5.55		6.90			5		9		(4)		(2)		(2)
	Other securities				708		598	1.57		1.55			3		2		1		―		1
	Covered securities				1,171		1,254	15.12		14.21			44		45		(1)		3		(4)
		Total securities			35,260		31,567	2.64		2.68			233		212		21		9		12
Other earning assets (3)					3,049		4,034	1.07		0.51			8		6		2		4		(2)
Loans and leases, net of unearned income (1)(4)(5)
	Commercial:
		Commercial and industrial			37,516		34,280	3.89		4.21			367		363		4		(29)		33
		Commercial real estate-other			10,823		11,069	3.83		3.78			104		105		(1)		1		(2)
		Commercial real estate-residential ADC			1,534		2,576	3.78		3.53			14		23		(9)		2		(11)
	Direct retail lending				15,520		13,802	4.81		5.20			187		181		6		(14)		20
	Sales finance				7,789		7,234	3.85		4.78			75		87		(12)		(18)		6
	Revolving credit				2,234		2,109	8.39		8.77			47		46		1		(2)		3
	Residential mortgage				23,481		18,818	4.28		4.83			252		228		24		(28)		52
	Other lending subsidiaries				9,998		8,652	10.80		11.28			271		246		25		(11)		36
		Total loans and leases held for investment (excluding covered loans)			108,895		98,540	4.82		5.16			1,317		1,279		38		(99)		137
	Covered				3,826		5,342	18.21		20.29			175		273		(98)		(26)		(72)
		Total loans and leases held for investment			112,721		103,882	5.27		5.94			1,492		1,552		(60)		(125)		65
	Loans held for sale				2,888		1,776	3.35		3.98			25		18		7		(3)		10
		Total loans and leases			115,609		105,658	5.23		5.91			1,517		1,570		(53)		(128)		75
		Total earning assets			153,918		141,259	4.55		5.03			1,758		1,788		(30)		(115)		85
		Nonearning assets			25,388		24,261
			Total assets	$	179,306	$	165,520

Liabilities and Shareholders’ Equity
Interest-bearing deposits:
	Interest-checking			$	20,157	$	19,004	0.12		0.16			7		8		(1)		(1)		―
	Money market and savings				47,500		42,174	0.19		0.29			22		30		(8)		(12)		4
	Certificates and other time deposits				30,727		30,140	0.99		1.47			76		112		(36)		(38)		2
	Foreign deposits - interest-bearing				321		368	0.12		0.04			―		―		―		―		―
		Total interest-bearing deposits			98,705		91,686	0.42		0.65			105		150		(45)		(51)		6
Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds (1)					3,478		4,307	0.25		0.31			3		3		―		1		(1)
Long-term debt					19,682		22,347	2.64		3.22			130		181		(51)		(31)		(20)
		Total interest-bearing liabilities			121,865		118,340	0.78		1.12			238		334		(96)		(81)		(15)
		Noninterest-bearing deposits			29,990		23,370
		Other liabilities			7,326		6,259
		Shareholders’ equity			20,125		17,551
			Total liabilities and shareholders’ equity	$	179,306	$	165,520
Average interest rate spread								3.77	%	3.91	%
Net interest margin/ net interest income								3.94	%	4.09	%	$	1,520	$	1,454	$	66	$	(34)	$	100
Taxable equivalent adjustment												$	37	$	38


(1)	Yields are stated on a taxable equivalent basis assuming tax rates in effect for the periods presented.
(2)	Total securities include securities available for sale and securities held to maturity.
(3)	Includes Federal funds sold, securities purchased under resale agreements or similar arrangements, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.
(4)	Loan fees, which are not material for any of the periods shown, have been included for rate calculation purposes.
(5)	Nonaccrual loans have been included in the average balances.
(6)	Excludes basis adjustments for fair value hedges.

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Table 2-2
FTE Net Interest Income and Rate / Volume Analysis
Nine Months Ended September 30, 2012 and 2011

				Average Balances (6)				Annualized Yield/Rate				Income/Expense				Increase		Change due to
				2012		2011		2012		2011		2012		2011		(Decrease)		Rate		Volume

				(Dollars in millions)
Assets
Total securities, at amortized cost (1)(2)
	U.S. government-sponsored entities (GSE)			$	846	$	146	1.48	%	1.45	%	$	9	$	2	$	7	$	―	$	7
	Mortgage-backed securities issued by GSE				31,415		23,368	2.06		1.76			485		308		177		58		119
	States and political subdivisions				1,854		1,907	5.84		5.69			81		81		―		2		(2)
	Non-agency mortgage-backed securities				358		551	5.78		6.56			16		27		(11)		(3)		(8)
	Other securities				648		695	1.59		1.53			8		8		―		―		―
	Covered securities				1,196		1,252	13.89		13.31			124		125		(1)		5		(6)
		Total securities			36,317		27,919	2.66		2.63			723		551		172		62		110
Other earning assets (3)					3,352		3,286	0.83		0.63			21		16		5		5		―
Loans and leases, net of unearned income (1)(4)(5)
	Commercial:
		Commercial and industrial			36,613		33,789	3.99		4.27			1,095		1,078		17		(73)		90
		Commercial real estate-other			10,694		11,240	3.81		3.81			305		320		(15)		―		(15)
		Commercial real estate-residential ADC			1,755		2,928	3.67		3.53			48		77		(29)		3		(32)
	Direct retail lending				15,103		13,738	4.89		5.25			553		539		14		(39)		53
	Sales finance				7,665		7,166	4.05		5.00			232		268		(36)		(54)		18
	Revolving credit				2,196		2,088	8.42		8.80			138		137		1		(6)		7
	Residential mortgage				22,221		18,355	4.42		4.86			738		670		68		(64)		132
	Other lending subsidiaries				9,348		8,162	11.15		11.56			780		706		74		(26)		100
		Total loans and leases held for investment (excluding covered loans)			105,595		97,466	4.92		5.20			3,889		3,795		94		(259)		353
	Covered				4,235		5,629	18.89		19.21			599		809		(210)		(13)		(197)
		Total loans and leases held for investment			109,830		103,095	5.46		5.97			4,488		4,604		(116)		(272)		156
	Loans held for sale				2,772		2,004	3.49		3.77			73		57		16		(4)		20
		Total loans and leases			112,602		105,099	5.41		5.93			4,561		4,661		(100)		(276)		176
		Total earning assets			152,271		136,304	4.65		5.12			5,305		5,228		77		(209)		286
		Nonearning assets			24,454		23,788
			Total assets	$	176,725	$	160,092

Liabilities and Shareholders’ Equity
Interest-bearing deposits:
	Interest-checking			$	19,928	$	18,326	0.13		0.16			19		23		(4)		(6)		2
	Money market and savings				46,578		40,108	0.19		0.35			66		105		(39)		(54)		15
	Certificates and other time deposits				31,620		27,657	1.05		1.68			248		347		(99)		(144)		45
	Foreign deposits - interest-bearing				156		810	0.10		(0.39)			―		(2)		2		1		1
		Total interest-bearing deposits			98,282		86,901	0.45		0.73			333		473		(140)		(203)		63
Federal funds purchased, securities sold under repurchase agreements and short-term borrowed funds (1)					3,431		5,682	0.26		0.28			7		12		(5)		(1)		(4)
Long-term debt					21,310		22,448	2.95		3.44			472		578		(106)		(78)		(28)
		Total interest-bearing liabilities			123,023		115,031	0.88		1.23			812		1,063		(251)		(282)		31
		Noninterest-bearing deposits			27,943		22,179
		Other liabilities			6,857		5,780
		Shareholders’ equity			18,902		17,102
			Total liabilities and shareholders’ equity	$	176,725	$	160,092
Average interest rate spread								3.77		3.89
Net interest margin/ net interest income								3.94	%	4.08	%	$	4,493	$	4,165	$	328	$	73	$	255
Taxable equivalent adjustment												$	112	$	110


(1)	Yields are stated on a taxable equivalent basis assuming tax rates in effect for the periods presented.
(2)	Total securities include securities available for sale and securities held to maturity.
(3)	Includes Federal funds sold, securities purchased under resale agreements or similar arrangements, interest-bearing deposits with banks, trading securities, FHLB stock and other earning assets.
(4)	Loan fees, which are not material for any of the periods shown, have been included for rate calculation purposes.
(5)	Nonaccrual loans have been included in the average balances.
(6)	Excludes basis adjustments for fair value hedges.

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Revenue, Net of Provision Impact from Covered Assets

The following table provides information related to covered loans and securities and the FDIC loss sharing asset recognized in the Colonial acquisition. The table excludes all amounts related to other assets acquired and liabilities assumed in the acquisition.

Table 3
Revenue, Net of Provision Impact from Covered Assets

			Three Months Ended September 30,				Nine Months Ended September 30,
			2012		2011		2012		2011

			(Dollars in millions)
	Interest income-covered loans		$	175	$	273	$	599	$	809
	Interest income-covered securities			44		45		124		125
		Total interest income		219		318		723		934
	Provision for covered loans			―		(7)		(17)		(22)
	Other-than-temporary-impairment for covered securities			―		―		(4)		―
	FDIC loss share income, net			(90)		(104)		(221)		(243)
		Net revenue after provision for covered loans	$	129	$	207	$	481	$	669

	FDIC loss share income, net
		Offset to provision for covered loans	$	―	$	6	$	14	$	18
		Accretion due to credit loss improvement		(73)		(96)		(197)		(226)
		Offset to OTTI for covered securities		―		―		3		―
		Accretion for securities		(17)		(14)		(41)		(35)
			$	(90)	$	(104)	$	(221)	$	(243)

Third Quarter 2012 compared to Third Quarter 2011

Interest income for the third quarter of 2012 on covered loans and securities decreased $99 million compared to the third quarter of 2011. Interest income on covered loans decreased $98 million primarily due to lower average loan balances. The yield on covered loans for the third quarter of 2012 was 18.21% compared to 20.29% in 2011.

There was no provision for covered loans in the current quarter, a decrease of $7 million compared to the third quarter of 2011. The cash flow reassessment related to the third quarter of 2012 showed decreases in expected cash flows in certain loan pools that resulted in additional provisions that were fully offset by recoveries in other previously impaired loan pools.

FDIC loss share income, net was a negative $90 million for the third quarter of 2012, which was due to negative accretion attributable to the offset for the cumulative impact of cash flow reassessments for covered loans and negative accretion for covered securities. The negative accretion related to the improvement in credit losses is recognized on a level yield basis over the life of the related FDIC loss share asset, which has a shorter weighted average life than the corresponding loans.

Nine Months of 2012 compared to Nine Months of 2011

Interest income for the nine months ended September 30, 2012 on covered loans and securities decreased $211 million compared to the nine months ended September 30, 2011. The decrease was primarily due to lower average loan balances. The yield on covered loans for the nine months ended September 30, 2012 was 18.89% compared to 19.21% in the corresponding period of 2011. At September 30, 2012, the accretable yield balance on these loans was $1.0 billion. Accretable yield represents the excess of future cash flows above the current net carrying amount of loans and will be recognized into income over the remaining life of the covered and acquired loans.

The provision for covered loans was $17 million for the nine months ended September 30, 2012, compared to $22 million for the same period of the prior year.

FDIC loss share income, net was a negative $221 million for the nine months ended September 30, 2012 compared to a negative $243 million for the corresponding period of the prior year.

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Provision for Credit Losses

Third Quarter 2012 compared to Third Quarter 2011

The provision for credit losses totaled $244 million for the third quarter of 2012 compared to $250 million (including $7 million for covered loans) for the third quarter of 2011. The decrease in the overall provision for credit losses was primarily due to updated loss estimate factors related to the commercial real estate and residential mortgage portfolios, partially offset by provision increases related to the commercial and industrial and other lending subsidiaries portfolios.

Net charge-offs, excluding covered loans, were $63 million lower than the third quarter of 2011. This decrease in net charge-offs was broad-based in nature, with the other lending subsidiaries portfolio representing the only increase in net charge-offs compared to the prior year period. Net charge-offs were 1.05% of average loans and leases on an annualized basis (or 1.08% excluding covered loans) for the third quarter of 2012 compared to 1.57% of average loans and leases (or 1.44% excluding covered loans) for the same period in 2011.

Nine Months of 2012 compared to Nine Months of 2011

The provision for credit losses totaled $805 million (including $17 million for covered loans) for the nine months ended September 30, 2012, compared to $918 million (including $22 million for covered loans) for the same period of 2011. The decrease in the provision for credit losses was primarily due to decreases in the commercial real estate and residential mortgage portfolios, partially offset by increases in the commercial and industrial, direct retail lending and other lending subsidiaries portfolios.

Net charge-offs, excluding covered loans, for the nine months ended September 30, 2012 were $249 million lower than the comparable period of the prior year. While net charge-offs decreased in most portfolios, net charge-offs related to the commercial and industrial and other lending subsidiaries portfolios increased modestly when compared to the prior comparable period. Net charge-offs were 1.18% of average loans and leases on an annualized basis (or 1.19% excluding covered loans) for the nine months ended September 30, 2012 compared to 1.61% of average loans and leases (or 1.63% excluding covered loans) for the same period in 2011.

Noninterest Income

Third Quarter 2012 compared to Third Quarter 2011

Noninterest income for the three months ended September 30, 2012 totaled $963 million, compared to $690 million for the third quarter of 2011, an increase of $273 million. The increase in noninterest income was driven by increases in insurance and mortgage banking income, and decreases in losses on the sale of securities and commercial loans held for sale, compared to the same quarter of the prior year.

Insurance income was $92 million higher, primarily due to the acquisition of Crump Insurance on April 2, 2012, which added approximately $74 million in revenue for the quarter. The remainder of the increase in insurance income was attributable to the impact of other acquisitions that closed during the fourth quarter of 2011 and firming market conditions for insurance premiums. Management expects seasonally stronger insurance revenues during the fourth quarter of 2012.

Mortgage banking income improved $88 million, which reflects $96 million of higher gains on residential mortgage loan production due to wider margins and increased loan originations. Included in mortgage banking income during the third quarter of 2012 was a gain of $20 million from the net valuation of residential mortgage servicing rights. This compares to a net gain of $30 million in the third quarter of 2011. Mortgage banking income is expected to remain strong during the fourth quarter of 2012.

Net securities losses for the third quarter of 2012 were $38 million lower than the prior year quarter due to lower other-than-temporary impairment. Other income was up $50 million due to $37 million in losses and write-downs recorded on commercial loans held for sale in the third quarter of 2011, and $23 million in higher income related to assets for certain post-employment benefits, which was offset in personnel costs. These increases were partially offset by a decrease in income related to private equity and other similar investments.

Other categories of noninterest income, including services charges on deposits, investment banking and brokerage fees and commissions, checkcard fees, bankcard fees and merchant discounts, trust and investment advisory revenues, income from bank-owned life insurance and FDIC loss share income totaled $328 million for the three months ended September 30, 2012, compared to $323 million for the same period of 2011. Increases in investment banking and brokerage fees and

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commissions, bankcard fees and merchant discounts and FDIC loss share income were partially offset by a $30 million decrease in checkcard fees, which primarily relates to the implementation of the Durbin amendment on October 1, 2011.

Nine Months of 2012 compared to Nine Months of 2011

Noninterest income for the nine months ended September 30, 2012 totaled $2.8 billion, compared to $2.2 billion for the same period in 2011, an increase of $609 million, or 27.8%. This increase was primarily attributable to increases in insurance, mortgage banking and other income, partially offset by a decrease in checkcard fees.

Insurance income, which is BB&T’s largest source of noninterest income, totaled $997 million for the nine months ended September 30, 2012, up 26.2% compared to the corresponding period of 2011. The increase in insurance income reflects the acquisition of Crump Insurance during the second quarter of 2012, the acquisitions of Atlantic Risk Management, Liberty Benefits and Precept that closed during the fourth quarter of 2011, and firming market conditions for insurance premiums.

Mortgage banking income totaled $609 million for the nine months ended September 30, 2012, an increase of $308 million compared to the amount earned in the corresponding period of 2011. This increase is primarily due to $271 million in higher gains on residential mortgage loan production due to wider margins and increased loan originations. Also included in mortgage banking income during the first nine months of 2012 was a gain of $80 million from the net valuation of residential mortgage servicing rights compared to a gain of $30 million in the prior year period.

Other income increased $104 million due to $138 million of losses and write-downs recorded on commercial loans held for sale in the 2011 period, partially offset by a $42 million write-down related to affordable housing investments due to revised estimates and processes used to value these investments that was recorded in the first quarter of 2012.

Other categories of noninterest income, including service charges on deposits, investment banking and brokerage fees and commissions, checkcard fees, bankcard fees and merchant discounts, trust and investment advisory revenues, income from bank-owned life insurance, FDIC loss share income, and securities gains (losses) totaled $986 million during the nine months ended September 30, 2012, compared with $996 million for the same period of 2011. Increases in investment banking and brokerage fees and commissions, bankcard fees and merchant discounts, FDIC loss share income, and a reduction in securities losses in the current year, were offset by a $93 million decrease in checkcard fees, which primarily relates to the implementation of the Durbin amendment on October 1, 2011.

Noninterest Expense

Third Quarter 2012 compared to Third Quarter 2011

Noninterest expenses totaled $1.5 billion for third quarter of 2012, an increase of $112 million compared to the same quarter of 2011. The increase in noninterest expenses was primarily driven by an increase in personnel expense, which was partially attributable to the acquisitions of Crump and BankAtlantic, merger-related costs associated with the acquisition of BankAtlantic in the current quarter, and an increase in loan processing expense, partially offset by a decrease in foreclosed property expense.

Personnel expense, the largest component of noninterest expense, was $797 million for the current quarter compared to $671 million for the same period in 2011, an increase of $126 million, or 18.8%. This increase included $60 million in personnel expense related to the Crump Insurance and BankAtlantic acquisitions. Other factors contributing to the increase in personnel expense include an increase of $23 million in other post-employment benefits, which was offset in other income, and increases in production related and other incentives and pension expense, which increased $16 million and $15 million, respectively.

The acquisition of BankAtlantic on July 31, 2012 also resulted in a $43 million increase in merger-related and restructuring charges in the current quarter. Loan processing expenses increased $30 million compared to the same quarter of the prior year, primarily due to $28 million in expenses related to better identification of unrecoverable costs associated with investor-owned loans.

Foreclosed property expense includes the gain or loss on sale of foreclosed property, valuation adjustments resulting from updated appraisals, and the ongoing expense of maintaining foreclosed properties. Foreclosed property expense for the three months ended September 30, 2012 totaled $54 million, compared to $168 million for the third quarter of 2011. Foreclosed property expense was lower due to fewer losses and write-downs and lower maintenance costs due to a reduction in inventory compared to the prior year. Future decreases in expense will be driven by decreases of inflows to foreclosed property.

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Other categories of noninterest expenses, including occupancy and equipment expense, regulatory charges, professional services, software expense, amortization of intangibles, and other expenses totaled $550 million for the current quarter compared to $523 million for the same period of 2011. This increase was due to additional expenses associated with the Crump and BankAtlantic acquisitions totaling $35 million, a $12 million increase in operating charge-offs and similar expenses due primarily to the announced settlement of Visa’s litigation in July 2012, and smaller increases in various other expenses including advertising. These increases were partially offset by a $16 million improvement as a result of a loss on the sale of a leveraged lease in the earlier quarter.

Nine Months of 2012 compared to Nine Months of 2011

Noninterest expenses totaled $4.3 billion for the nine months ended September 30, 2012, an increase of $156 million, or 3.7%, over the same period a year ago.

Personnel expense was $2.3 billion for the nine months ended September 30, 2012 compared to $2.0 billion for the same period in 2011, an increase of $254 million, or 12.4%. The acquisitions of Crump Insurance and Bank Atlantic resulted in a $110 million increase in personnel expense during the current period. Other factors driving the increase include a $42 million increase in production related and other incentives, a $44 million increase in pension expense, primarily due to increased amortization of deferred actuarial losses, normal salary increases and other adjustments.

Foreclosed property expense for the nine months ended September 30, 2012 totaled $218 million compared to $456 million for the same period in 2011, a decrease of $238 million, or 52.2%. Foreclosed property expense was lower due to fewer losses and write-downs and lower maintenance costs due to a reduction in inventory compared to the prior year.

Regulatory charges totaled $124 million for the nine months ended September 30, 2012 compared to $166 million for the same period in 2011, a decrease of $42 million, or 25.3%, which reflects improved credit quality that led to lower deposit insurance premiums. Loan processing expenses were $210 million for the nine months ended September 30, 2012 compared to $168 million in the same period of the prior year, reflecting an increase in investor-owned foreclosure expense and mortgage repurchase reserves. Merger-related and restructuring charges increased $57 million compared to the prior period, primarily the result of the Crump Insurance and BankAtlantic acquisitions.

Other categories of noninterest expenses, including occupancy and equipment expense, professional services, software expense, amortization of intangibles, and other expenses, totaled $1.4 billion for the nine months ended September 30, 2012 compared to $1.3 billion for the same period of 2011, an increase of $83 million. The increase was due to additional expenses for the Crump Insurance and BankAtlantic acquisitions, increased advertising and marketing expense, and other normal operating increases.

Provision for Income Taxes

Third Quarter 2012 compared to Third Quarter 2011

The provision for income taxes was $177 million for the third quarter of 2012, an increase of $109 million compared to the same period of 2011, primarily due to higher pre-tax income. BB&T’s effective income tax rates for the third quarters of 2012 and 2011 were 26.3% and 15.5%, respectively. The higher effective tax rate in the current year is primarily the result of higher pre-tax income relative to permanent tax differences. The effective tax rate for the fourth quarter of 2012 is expected to remain consistent with the rate for the third quarter.

BB&T has extended credit to, and invested in, the obligations of states and municipalities and their agencies, and has made other investments and loans that produce tax-exempt income. The income generated from these investments, together with certain other transactions that have favorable tax treatment, have reduced BB&T’s overall effective tax rate from the statutory rate in 2012 and 2011.

Nine Months of 2012 compared to Nine Months of 2011

The provision for income taxes was $557 million for the nine months ended September 30, 2012, an increase of $345 million compared to the same period of 2011, primarily due to higher pre-tax income. BB&T’s effective income tax rates for the nine months ended September 30, 2012 and 2011 were 27.4% and 18.5%, respectively. The higher effective tax rate in the current year is primarily the result of higher pre-tax income relative to permanent tax differences.

Refer to Note 11 “Income Taxes” in the “Notes to Consolidated Financial Statements” for a discussion of uncertain tax positions and other tax matters.

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Segment Results

BB&T’s operations are divided into six reportable business segments: Community Banking, Residential Mortgage Banking, Dealer Financial Services, Specialized Lending, Insurance Services, and Financial Services. These operating segments have been identified based on BB&T’s organizational structure. See Note 17 “Operating Segments” in the “Notes to Consolidated Financial Statements” contained herein and BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011, for additional disclosures related to BB&T’s reportable business segments. Fluctuations in noninterest income and noninterest expense incurred directly by the operating segments are more fully discussed in the “Noninterest Income” and “Noninterest Expense” sections above. The following table reflects the net income (loss) for each of BB&T’s operating segments:

Table 4
BB&T Corporation
Net Income by Reportable Segments

		Three Months Ended September 30,				Nine Months Ended September 30,
		2012		2011		2012		2011

		(Dollars in millions)
	Community Banking	$	250	$	178	$	532	$	486
	Residential Mortgage Banking		83		17		280		(52)
	Dealer Financial Services		53		60		170		160
	Specialized Lending		43		54		163		171
	Insurance Services		16		10		105		76
	Financial Services		71		70		196		194
	Other, Treasury and Corporate		(20)		(18)		33		(103)
	BB&T Corporation	$	496	$	371	$	1,479	$	932

Third Quarter 2012 compared to Third Quarter 2011

Community Banking reported net income of $250 million compared to $178 million in the prior year. The increase was primarily due to a $121 million decrease in noninterest expense and a $50 million decrease in the allocated provision for loan and lease losses, partially offset by a $40 million decrease in segment net interest income and a $41 million increase in the provision for income taxes. The decrease in noninterest expense was driven by lower foreclosed property expenses and related legal fees, while the decline in provision expense was driven by improving credit trends in the loan portfolio, as well as lower commercial loan charge-offs as compared to the prior year. The decrease in segment net interest income was primarily due to lower funds transfer pricing (“FTP”) credits earned on deposits compared to the prior year, partially offset by a corresponding decrease in FTP charges on loans. The decrease in net funds transfer pricing was further offset by improvements in the deposit mix as a result of transaction deposit growth and a managed reduction in client certificates of deposits.

Residential Mortgage Banking reported net income of $83 million compared to $17 million in the prior year. The increase was primarily attributable to a $90 million increase in noninterest income and a $33 million decrease in the allocated provision for loan and lease losses. The increase in noninterest income was driven by higher gains on residential mortgage loan production due to wider margins and increased loan originations , partially offset by a decrease in the fair value of net mortgage servicing rights. The $33 million decrease in the allocated provision for loan and lease losses resulted from improving credit trends in the residential mortgage loan portfolio. The benefit associated with the increase in noninterest income and decrease in the provision was partially offset by a $34 million increase in noninterest expense, which was driven by the costs associated with increased loan originations and an increase in loan processing expenses, and a $39 million increase in the provision for income taxes.

Dealer Financial Services reported net income of $53 million compared to $60 million in the prior year. The decrease was primarily due to a $19 million increase in the allocated provision for loan and lease losses, partially offset by a $10 million increase in segment net interest income. The increase in the allocated provision for loan and lease losses reflects the impacts of segment loan growth and reserve rate adjustments. The increase in segment net interest income was primarily attributable to Regional Acceptance Corporation, which benefited from lower FTP cost of funding coupled with growth in the loan portfolio. Dealer Financial Services grew average loans by 6.3% compared to the third quarter of 2011.

Specialized Lending reported net income of $43 million compared to $54 million in the prior year. The decrease was primarily due to a $39 million increase in the allocated provision for loan and lease losses, partially offset by a $24 million

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increase in segment net interest income. The increase in the allocated provision for loan and lease losses was primarily a result of an adjustment to loss factors in the current quarter on certain consumer loan portfolios, which largely resulted from an acceleration in the timing of certain consumer loan charge-offs. Segment net interest income growth was driven by 48.0% growth in average loan balances in small ticket financing when compared to the third quarter of 2011, which resulted from expanded dealer financing relationships. In addition, Mortgage Warehouse Lending’s average loan balances grew 108.3% when compared to the same period of the prior year, as a result of increased market penetration, higher commitment levels, and higher line usage.

Insurance Services reported net income of $16 million compared to $10 million in the prior year. Noninterest income growth of $95 million was primarily driven by the acquisition of Crump Insurance on April 2, 2012, which contributed $74 million of insurance income in the third quarter of 2012. In addition, Insurance Services benefited from higher commissions on property and casualty insurance, life insurance, and employee benefits as insurance pricing continues to firm. Employee benefit commission growth was driven by revenues from two California-based companies acquired in the fourth quarter of 2011: Precept, a full-service employee benefits consulting and administrative solutions firm, and Liberty Benefit Insurance Services, a full-service employee benefits broker. Higher noninterest income growth was offset by a $74 million increase in noninterest expense, primarily as a result of acquisition-related personnel costs.

Financial Services reported net income of $71 million compared to $70 million in the prior year. Net income results were driven by a $16 million increase in segment net interest income and an $11 million increase in noninterest income. The increase in segment net interest income was primarily due to strong loan and deposit growth generated by Corporate Banking and BB&T Wealth. Corporate Banking’s loan and transaction deposit growth over the prior year totaled 49.6% and 147.2%, respectively. These increases were generated through strong growth in both existing core markets as well as newer markets, including Texas and Alabama. BB&T Wealth reported loan and transaction deposit growth over the prior year totaling 32.7% and 34.7%, which was driven by client acquisition and cross-selling initiatives. The increase in noninterest income was primarily driven by higher investment banking and brokerage commissions, as well as higher mortgage banking referral income related to BB&T Wealth clients. The growth in segment net interest income and noninterest income was partially offset by an $11 million increase in the allocated provision for loan and lease losses and a $9 million increase in noninterest expense. BB&T Wealth has expanded its loan delivery platform to provide a tailored origination and servicing experience to meet the unique needs of the wealth client, making its lending products more competitive in the market and enabling BB&T Wealth to better serve current clients and compete for new clients. Segment net interest income for Financial Services includes the net interest margin and FTP related to the loans and deposits assigned to BB&T Wealth that are housed in the Community Bank.

Net income in Other, Treasury & Corporate can vary due to changing needs of the Corporation, including the size of the investment portfolio, the need for wholesale funding, and income received from derivatives used to hedge the balance sheet. In the third quarter of 2012, Other, Treasury & Corporate generated a net loss of $20 million compared to a net loss of $18 million in the prior year. The increase in net loss was driven by a $102 million increase in noninterest expense, primarily resulting from merger-related charges and occupancy and equipment expense associated with the BankAtlantic acquisition and increased expense related to certain post-employment benefits, partially offset by a $75 million increase in noninterest income primarily related to reduced other-than-temporary impairment losses in the investment portfolio, increased loss share income, service charge income associated with the BankAtlantic acquisition and other income.

Nine Months of 2012 compared to Nine Months of 2011

Community Banking reported net income of $532 million compared to $486 million in the prior year. The increase was primarily due to a $250 million decrease in noninterest expense and a $54 million increase in noninterest income, partially offset by a $121 million decrease in segment net interest income and a $94 million increase in allocated corporate expenses. The decrease in noninterest expense was driven by lower foreclosed property expenses and regulatory charges, while the increase in noninterest income was driven by higher mortgage banking referral income and bankcard and merchant discount revenue. In addition, noninterest income in the prior year was impacted by the recognition of losses on the sale of commercial loans. The decrease in segment net interest income was primarily due to lower FTP credits earned on deposits compared to the prior year, partially offset by a corresponding decrease in FTP charges on loans. The decrease in net funds transfer pricing was further offset by improvements in the deposit mix as a result of transaction deposit growth and a managed reduction in client certificates of deposits. The increase in allocated corporate expenses was driven by higher service center allocations as a result of increased centralization of credit administration functions and increased information technology and operations expenses.

Residential Mortgage Banking reported net income of $280 million compared to a net loss of $52 million in the prior year. The increase was primarily attributable to a $309 million increase in noninterest income and a $242 million decrease in the allocated provision for loan and lease losses. The increase in noninterest income was driven by higher gains on residential

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mortgage loan production due to wider margins and increased loan originations and an increase in the fair value of net mortgage servicing rights. The decrease in the allocated provision for loan and lease losses resulted from improving credit trends in the residential mortgage loan portfolio. The benefit associated with the increase in noninterest income and decrease in the provision was partially offset by a $200 million increase in the provision for income taxes.

Dealer Financial Services reported net income of $170 million compared to $160 million in the prior year. The increase was primarily due to a $36 million increase in segment net interest income, partially offset by a $14 million increase in the allocated provision for loan and lease losses and a $7 million increase in noninterest expense. The increase in segment net interest income was primarily attributable to Regional Acceptance Corporation, which benefited from lower FTP cost of funding coupled with growth in the loan portfolio. Dealer Financial Services grew average loans by 6.1% compared to the prior year. The increase in the allocated provision for loan and lease losses reflects the impacts of segment loan growth and reserve rate adjustments, while the increase in noninterest expense was primarily due to higher personnel costs.

Specialized Lending reported net income of $163 million compared to $171 million in the prior year. The decrease was primarily due to a $68 million increase in the allocated provision for loan and lease losses and a $12 million increase in noninterest expense, offset by a $62 million increase in segment net interest income and a $9 million increase in noninterest income. Segment net interest income growth was driven by 45.1% growth in average loan balances in small ticket financing when compared to the prior year, which resulted from expanded dealer financing relationships. In addition, Mortgage Warehouse Lending’s average loan balances grew 115.0% when compared to the prior year, as a result of increased market penetration, higher commitment levels, and higher line usage. The increase in the allocated provision for loan and lease losses was primarily a result of loan growth and an adjustment to loss factors on certain consumer loan portfolios, which largely resulted from an acceleration in the timing of certain consumer loan charge-offs. The increase in noninterest expense was driven by higher depreciation on operating leases, personnel expense, and foreclosed property expense. The increase in noninterest income was primarily due to higher fees generated by the Equipment Finance and Commercial Finance businesses.

Insurance Services reported net income of $105 million compared to $76 million in the prior year. Noninterest income growth of $212 million was primarily driven by the acquisition of Crump Insurance on April 2, 2012, which contributed $151 million of insurance income post-acquisition. In addition, Insurance Services benefited from higher commissions on property and casualty insurance, life insurance, and employee benefits as insurance pricing continues to firm. Employee benefit commission growth was driven by revenues from two California-based companies acquired in the fourth quarter of 2011: Precept, a full-service employee benefits consulting and administrative solutions firm, and Liberty Benefit Insurance Services, a full-service employee benefits broker. Higher noninterest income growth was partially offset by a $145 million increase in noninterest expense, primarily as a result of acquisition-related personnel costs and a $15 million increase in the provision for income taxes.

Financial Services reported net income of $196 million compared to $194 million in the prior year. Net income results were driven by a $68 million increase in segment net interest income and a $19 million increase in noninterest income. The increase in segment net interest income was primarily due to strong loan and deposit growth generated by Corporate Banking and BB&T Wealth. Corporate Banking’s loan and transaction deposit growth over the prior year totaled 53.6% and 124.1%, respectively. These increases were generated through strong growth in both existing core markets as well as newer markets, including Texas and Alabama. BB&T Wealth reported loan and transaction deposit growth over the prior year totaling 34.5% and 39.0%, which was driven by client acquisition and cross-selling initiatives. The increase in noninterest income was primarily driven by higher trust and investment advisory revenue, investment banking and brokerage commissions, and mortgage banking referral income related to BB&T Wealth clients. The growth in segment net interest income and noninterest income was partially offset by a $47 million increase in noninterest expense and a $28 million increase in the allocated provision for loan and lease losses. BB&T Wealth has expanded its loan delivery platform to provide a tailored origination and servicing experience to meet the unique needs of the wealth client, making its lending products more competitive in the market and enabling BB&T Wealth to better serve current clients and compete for new clients. Segment net interest income for Financial Services includes the net interest margin and FTP related to the loans and deposits assigned to BB&T Wealth that are housed in the Community Bank.

Net income in Other, Treasury & Corporate can vary due to changing needs of the Corporation, including the size of the investment portfolio, the need for wholesale funding, and income received from derivatives used to hedge the balance sheet. Other, Treasury & Corporate generated net income of $33 million compared to a net loss of $103 million in the prior year. The increase was driven by a $216 million increase in segment net interest income, as a result of an increase in BB&T’s investment portfolio and a decrease in FTP funding credits on deposits allocated to the Community Banking segment, and a $47 million decrease in the allocated provision for loan and lease losses, partially offset by a $107 million reduction in the benefit for income taxes.

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Analysis Of Financial Condition

Investment Activities

The total securities portfolio was $37.2 billion at September 30, 2012, an increase of $831 million compared with December 31, 2011. As of September 30, 2012, the securities portfolio includes $24.1 billion of available-for-sale securities and $13.1 billion of securities held to maturity. Management holds a portion of BB&T’s securities portfolio as held to maturity to mitigate possible negative impacts on its regulatory capital under the proposed Basel III capital guidelines. The effective duration of the securities portfolio was 2.1 years at September 30, 2012 compared to 3.3 years at December 31, 2011. The duration of the securities portfolio excludes equity securities, auction rate securities and certain non-agency mortgage-backed securities that were acquired in the Colonial acquisition. The increase in the September 30, 2012 securities portfolio reflects the purchase of $2.0 billion of securities late in the third quarter, made in response to slowing loan growth forecasts.

Average securities for the third quarter of 2012 were $35.3 billion, an increase of $3.7 billion, or 11.7%, compared with the average balance during the third quarter of 2011. Average securities for the nine months of September 30, 2012 were $36.3 billion, an increase of $8.4 billion, or 30.1%, compared with the average balance during the same period of 2011. The increases in the average securities portfolio primarily reflect the purchase of additional GNMA securities in the latter half of 2011 as part of management’s strategy to comply with the proposed Basel III liquidity guidelines.

See Note 2 “Securities” in the “Notes to Consolidated Financial Statements” herein for additional disclosures related to BB&T’s evaluation of securities for other-than-temporary impairment.

Lending Activities

For the third quarter of 2012, average total loans were $115.6 billion, an increase of $10.0 billion, or 9.4%, compared to the same period in 2011. Average loans held for investment were $112.7 billion for the third quarter of 2012, an 8.5% increase compared to $103.9 billion for the corresponding period of the prior year. For the nine months ended September 30, 2012, average total loans were $112.6 billion, an increase of $7.5 billion, or 7.1%, compared to the same period in 2011. Average loans held for investment were $109.8 billion for the nine months ended September 30, 2012, a 6.5% increase compared to $103.1 billion for the same period of the prior year.

The acquisition of BankAtlantic on July 31, 2012 resulted in an increase to average loans held for investment for the third quarter and first nine months of 2012 of $1.2 billion and $393 million, respectively. Growth in average loans held for investment was broad-based with notable growth in residential mortgage, commercial and industrial, direct retail and other lending subsidiaries. Growth in the average loan portfolio was partially offset by continued runoff in the commercial real estate–residential ADC portfolio, as well as expected runoff in the covered loan portfolio. Including the impact of the BankAtlantic acquisition, loan growth for the fourth quarter of 2012 is expected to be in the range of 5% to 7% on an annualized basis compared to the third quarter of 2012.

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The following table presents the composition of average loans and leases:

	Table 5
	Composition of Average Loans and Leases

				Three Months Ended September 30,
				2012				2011
				Balance		% of total		Balance		% of total

					(Dollars in millions)
	Commercial loans and leases:
		Commercial and industrial		$	37,516	32.6	%	$	34,280	32.5	%
		Commercial real estate - other			10,823	9.4			11,069	10.5
		Commercial real estate - residential ADC (1)			1,534	1.3			2,576	2.4
	Direct retail lending				15,520	13.4			13,802	13.0
	Sales finance				7,789	6.7			7,234	6.8
	Revolving credit				2,234	1.9			2,109	2.0
	Residential mortgage				23,481	20.3			18,818	17.8
	Other lending subsidiaries				9,998	8.6			8,652	8.2
		Total average loans and leases held for
			investment (excluding covered loans)		108,895	94.2			98,540	93.2
	Covered				3,826	3.3			5,342	5.1
		Total average loans and leases held
			for investment		112,721	97.5			103,882	98.3
	Loans held for sale				2,888	2.5			1,776	1.7
		Total average loans and leases		$	115,609	100.0	%	$	105,658	100.0	%

				Nine Months Ended September 30,
				2012				2011
				Balance		% of total		Balance		% of total

					(Dollars in millions)
	Commercial loans and leases:
		Commercial and industrial		$	36,613	32.4	%	$	33,789	32.1	%
		Commercial real estate―other			10,694	9.5			11,240	10.7
		Commercial real estate―residential ADC (1)			1,755	1.6			2,928	2.8
	Direct retail lending				15,103	13.4			13,738	13.0
	Sales finance				7,665	6.8			7,166	6.8
	Revolving credit				2,196	2.0			2,088	2.0
	Residential mortgage				22,221	19.7			18,355	17.5
	Other lending subsidiaries				9,348	8.3			8,162	7.8
		Total average loans and leases held for
			investment (excluding covered loans)		105,595	93.7			97,466	92.7
	Covered				4,235	3.8			5,629	5.4
		Total average loans and leases held
			for investment		109,830	97.5			103,095	98.1
	Loans held for sale				2,772	2.5			2,004	1.9
		Total average loans and leases		$	112,602	100.0	%	$	105,099	100.0	%

(1)	Commercial real estate - residential ADC represents residential acquisition, development and construction loans.

Average commercial and industrial loans were up 9.4% for the third quarter of 2012 compared to the corresponding period of 2011, and 8.4% for the nine months ended September 30, 2012 compared to the same period of 2011. The increase in the commercial and industrial portfolio is largely a result of successful efforts to expand the geographic and industry sector expertise in the middle-market corporate lending arena. Average commercial real estate-residential, acquisition and development loans (“ADC”) declined $1.0 billion for the third quarter of 2012 and $1.2 billion for the first nine months of 2012 compared to the same period of 2011. The declines in this portfolio reflect management’s decision to reduce exposures to higher-risk real estate lending and continued runoff due to weakness in residential real estate development. The end of period balance of the ADC portfolio was $1.5 billion as of September 30, 2012. Average commercial real estate-other loans for the third quarter of 2012 declined 2.2% compared to the third quarter of 2011, and 4.9% for the nine months ended

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September 30, 2012 compared to the same period of 2011. The declines in this portfolio were primarily due to runoff of certain segments of the portfolio.

Average direct retail loans grew $1.7 billion, or 12.4%, for the third quarter of 2012 compared to the same period of the prior year. For the nine months ended September 30, 2012, average loans in this portfolio grew 9.9%, compared to the average for the corresponding period of 2011. This portfolio is primarily home equity loans and lines to individuals. Period end balances in this portfolio have increased for each of the last six quarters and have been driven by demand for home equity loans and non-real estate loans originated through the wealth and small business lending channels.

Average residential mortgage loans held for investment increased $4.7 billion, or 24.8%, for the third quarter of 2012 compared to the corresponding period of 2011, as management’s strategy was to retain a higher portion of residential mortgage production in the held for investment portfolio. Management revised its strategy late in the second quarter of 2012 and began directing the majority of future mortgage production to the held for sale portfolio. As a result, further declines in the growth of average residential mortgage loans are expected in future quarters. Average residential mortgage loans for the nine months ended September 30, 2012, were up $3.9 billion, or 21.1%, compared to the same period of 2011.

Average sales finance loans increased 7.7% for the third quarter of 2012 compared to the corresponding period in 2011, and 7.0% for the nine months ended September 30, 2012 compared to the same period of 2011. The increases in sales finance loans were due to strong growth in prime automobile loans.

Average loans held within BB&T’s other lending subsidiaries increased 15.6% for the third quarter of 2012 compared to the corresponding period of 2011. For the nine months ended September 30, 2012, average loans in this portfolio grew 14.5%, compared to the average for the corresponding period of 2011. All of these specialized lending businesses experienced growth during these periods. The largest contributors to growth in this portfolio were equipment finance lending and small ticket consumer finance.

Average loans held for sale increased $1.1 billion, or 62.6%, for the third quarter of 2012 compared to the same period in 2011, due to growth of $1.3 billion in average residential mortgage loans held for sale as a result of the historic low-rate environment, partially offset by a decline of $102 million in average nonperforming commercial loans held for sale that were still held in 2011 as part of management’s nonperforming loan disposition efforts. For the nine months ended September 30, 2012, average loans held for sale were up $768 million, or 38.3%, compared to the same period of 2011. This growth includes an increase of $1.0 billion in average residential mortgage loans held for sale, partially offset by a decline of $256 million in average nonperforming commercial loans held for sale. All of these nonperforming commercial loans held for sale were disposed of prior to the end of 2011.

Asset Quality

BB&T’s asset quality continued to improve during the third quarter of 2012. Nonperforming assets, which includes foreclosed real estate, repossessions, nonaccrual loans and nonperforming troubled debt restructurings (nonperforming “restructurings”), totaled $2.0 billion (or $1.7 billion excluding covered foreclosed property) at September 30, 2012, compared to $2.8 billion (or $2.5 billion excluding covered foreclosed property) at December 31, 2011. The 29.9% decrease in nonperforming assets, excluding covered foreclosed property, was primarily due to a decline of $397 million in foreclosed real estate and $332 million in nonaccrual loans. Nonperforming assets have decreased for ten consecutive quarters and are at their lowest level since September 30, 2008. Refer to Table 8 for an analysis of the changes in nonperforming assets during the nine months ended September 30, 2012. As a percentage of loans and leases plus foreclosed property, nonperforming assets were 1.70% at September 30, 2012 (or 1.51% excluding covered assets) compared with 2.52% (or 2.29% excluding covered assets) at December 31, 2011.

During the third quarter of 2012, a national bank regulatory agency issued guidance that may require certain loans, which have been discharged in bankruptcy and not reaffirmed by the borrower, to be accounted for as restructurings and possibly as nonperforming, regardless of their actual payment history and expected performance. At September 30, 2012, performing loans across all portfolios totaling approximately $200 million with an estimated collateral value of $140 million could potentially be impacted by this guidance. Approximately 70% of these loans have been current for 2 years or more and approximately 94% are less than 60 days past due. BB&T is working closely with its regulators to evaluate the impact of this new guidance and expects to finalize this analysis during the fourth quarter of 2012. This evaluation may result in additional restructurings and possible increases to nonperforming assets and charge-offs during the fourth quarter. Since the potential collateral shortfall has been considered in the allowance for loan and lease losses recorded at September 30, 2012, the impact of any changes is not expected to adversely affect fourth quarter earnings.

The current inventory of foreclosed real estate, excluding amounts covered under FDIC loss sharing agreements, totaled $139 million as of September 30, 2012. This includes land and lots, which totaled $62 million and had been held for

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approximately 17 months on average. The remaining foreclosed real estate of $77 million, which is primarily single family residential and commercial real estate, had an average holding period of 10 months.

Management expects nonperforming assets to improve at a modest pace during the fourth quarter of 2012, assuming no significant economic deterioration during the quarter. Such improvement excludes any potential impact associated with the ongoing analysis of new regulatory guidance described above.

Loans 90 days or more past due and still accruing interest, excluding government guaranteed loans and loans covered by FDIC loss share agreements, totaled $152 million at September 30, 2012, compared with $202 million at year-end 2011, a decline of 24.8%. Loans 30-89 days past due, excluding government guaranteed loans and covered loans, totaled $1.0 billion at September 30, 2012, which was a decline of $104 million, or 9.2%, compared with $1.1 billion at year-end 2011.

Substantially all of the loans acquired in the Colonial acquisition are covered by loss sharing agreements with the FDIC, whereby the FDIC reimburses BB&T for the majority of the losses incurred. Given the significant amount of covered loans that are past due but still accruing, BB&T believes the inclusion of these loans in certain asset quality ratios including “Loans 30-89 days past due and still accruing as a percentage of total loans and leases,” “Loans 90 days or more past due and still accruing as a percentage of total loans and leases,” “Nonperforming loans and leases as a percentage of total loans and leases” and certain other asset quality ratios that reflect nonperforming assets in the numerator or denominator (or both) results in significant distortion to these ratios. In addition, because loan level charge-offs related to the acquired loans are not recognized in the financial statements until the cumulative amounts exceed the original loss projections on a pool basis, the net charge-off ratio for the acquired loans is not consistent with the net charge-off ratio for other loan portfolios. The inclusion of these loans in the asset quality ratios described above could result in a lack of comparability across quarters or years, and could negatively impact comparability with other portfolios that were not impacted by acquisition accounting. BB&T believes that the presentation of asset quality measures excluding covered loans and related amounts from both the numerator and denominator provides better perspective into underlying trends related to the quality of its loan portfolio. Accordingly, the asset quality measures in Table 7 present asset quality information both on a consolidated basis as well as excluding the covered assets and related amounts. In addition, BB&T has excluded mortgage loans that are guaranteed by the government, primarily FHA/VA loans, from its asset quality metrics as these loans are recoverable through various government guarantees. Finally, BB&T has recorded certain amounts related to delinquent GNMA loans serviced for others that BB&T has the option, but not the obligation, to repurchase and has effectively regained control. These amounts are also excluded from asset quality metrics as reimbursement of insured amounts is proceeding in accordance with investor guidelines. The amount of government guaranteed mortgage loans and GNMA loans serviced for others that have been excluded are noted in the footnotes to Table 6.

BB&T’s potential problem loans include loans on nonaccrual status or past due as disclosed in Table 6. In addition, for its commercial portfolio segment, loans that are rated special mention or substandard performing are closely monitored by management as potential problem loans. Refer to Note 4 “Allowance for Credit Losses” in the “Notes to Consolidated Financial Statements” herein for additional disclosures related to these potential problem loans.

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The following tables summarize asset quality information for the past five quarters:

	Table 6
	Asset Quality

				Three Months Ended
				9/30/2012		6/30/2012		3/31/2012		12/31/2011		9/30/2011

				(Dollars in millions)
Nonperforming assets (1)
	Nonaccrual loans and leases
		Commercial:
			Commercial and industrial	$	597	$	620	$	685	$	582	$	579
			Commercial real estate - other		259		301		312		394		438
			Commercial real estate - residential ADC		204		241		312		376		428
		Direct retail lending			134		133		139		142		151
		Sales finance			7		13		15		7		7
		Residential mortgage			266		263		320		308		298
		Other lending subsidiaries			73		76		60		63		56
	Total nonaccrual loans and leases held for investment				1,540		1,647		1,843		1,872		1,957
	Loans held for sale				―		―		―		―		26
	Total nonaccrual loans and leases				1,540		1,647		1,843		1,872		1,983
	Foreclosed real estate (2)				139		221		378		536		950
	Other foreclosed property				39		29		35		42		36
		Total nonperforming assets (excluding covered assets) (1)(2)		$	1,718	$	1,897	$	2,256	$	2,450	$	2,969

Performing troubled debt restructurings (TDRs) (3)
		Commercial:
			Commercial and industrial	$	66	$	62	$	76	$	74	$	64
			Commercial real estate - other		75		78		82		117		124
			Commercial real estate - residential ADC		25		28		30		44		55
		Direct retail lending			120		114		117		146		141
		Sales finance			7		7		7		8		6
		Revolving credit			58		58		61		62		63
		Residential mortgage (6)			646		636		589		608		568
		Other lending subsidiaries			77		69		53		50		46
	Total performing TDRs (3)(6)			$	1,074	$	1,052	$	1,015	$	1,109	$	1,067

Loans 90 days or more past due and still accruing
		Commercial:
			Commercial and industrial	$	1	$	2	$	2	$	2	$	1
			Commercial real estate - other		―		―		1		―		2
		Direct retail lending			41		39		49		56		54
		Sales finance			11		11		13		18		19
		Revolving credit			14		13		14		17		15
		Residential mortgage (7)(9)			80		78		72		104		91
		Other lending subsidiaries			5		4		6		5		5
	Total loans 90 days or more past due and still accruing (excluding
		covered loans) (4)(7)(9)		$	152	$	147	$	157	$	202	$	187

Loans 30-89 days past due
		Commercial:
			Commercial and industrial	$	41	$	53	$	62	$	85	$	76
			Commercial real estate - other		9		16		26		22		27
			Commercial real estate - residential ADC		8		9		8		14		27
		Direct retail lending			136		119		135		162		149
		Sales finance			53		49		50		75		67
		Revolving credit			21		20		20		22		23
		Residential mortgage (8)(10)			501		423		397		479		445
		Other lending subsidiaries			259		218		172		273		243
	Total loans 30 - 89 days past due (excluding covered loans) (5)(8)(10)			$	1,028	$	907	$	870	$	1,132	$	1,057

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(1)

Covered and other acquired loans are considered to be performing due to the application of the accretion method. Covered loans that are contractually past due are noted in the footnotes below.

(2)

Excludes foreclosed real estate totaling $289 million, $310 million, $364 million, $378 million, and $355 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively, that are covered by FDIC loss sharing agreements.

(3)

Excludes TDRs that are nonperforming totaling $225 million, $219 million, $263 million, $280 million and $319 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively. These amounts are included in total nonperforming assets.

(4)

Excludes loans 90 days or more past due that are covered by FDIC loss sharing agreements totaling $476 million, $613 million, $677 million, $736 million and $872 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively.

(5)

Excludes loans past due 30-89 days that are covered by FDIC loss sharing agreements totaling $173 million, $199 million, $258 million, $222 million and $211 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively.

(6)

Excludes restructured mortgage loans that are government guaranteed totaling $275 million, $266 million, $242 million, $236 million and $214 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively. Includes restructured mortgage loans held for sale.

(7)

Excludes mortgage loans 90 days or more past due that are government guaranteed totaling $233 million, $217 million, $218 million, $206 million and $185 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively. Includes past due mortgage loans held for sale.

(8)

Excludes mortgage loans past due 30-89 days that are government guaranteed totaling $95 million, $94 million, $82 million, $91 million and $82 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively. Includes past due mortgage loans held for sale.

(9)

Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase that are 90 days or more past due totaling $499 million, $453 million, $439 million, $426 million and $389 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively.

(10)

Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase that are past due 30-89 days totaling $6 million, $5 million, $5 million, $7 million and $7 million at September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively.

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	Table 7
	Asset Quality Ratios

			As of / For the Three Months Ended
			9/30/2012		6/30/2012		3/31/2012		12/31/2011		9/30/2011
Asset Quality Ratios (including covered assets)
	Loans 30 - 89 days past due and still accruing as a
		percentage of total loans and leases (1)(2)	1.02	%	0.97	%	1.02	%	1.22	%	1.18	%
	Loans 90 days or more past due and still accruing as a
		percentage of total loans and leases (1)(2)	0.53		0.67		0.75		0.84		0.99
	Nonperforming loans and leases as a percentage of total
		loans and leases	1.31		1.45		1.67		1.68		1.85
	Nonperforming assets as a percentage of:
		Total assets	1.10		1.24		1.50		1.62		1.98
		Loans and leases plus foreclosed property	1.70		1.93		2.35		2.52		3.05
	Net charge-offs as a percentage of average loans and leases		1.05		1.21		1.28		1.44		1.57
	Allowance for loan and lease losses as a percentage of loans
		and leases held for investment	1.80		1.91		2.02		2.10		2.25
	Ratio of allowance for loan and lease losses to:
		Net charge-offs	1.69	x	1.57	x	1.54	x	1.45	x	1.42	x
		Nonperforming loans and leases held for investment	1.33		1.29		1.18		1.21		1.20

Asset Quality Ratios (excluding covered assets) (3)
	Loans 30 - 89 days past due and still accruing as a
		percentage of total loans and leases (1)(2)	0.90	%	0.83	%	0.82	%	1.06	%	1.03	%
	Loans 90 days or more past due and still accruing as a
		percentage of total loans and leases (1)(2)	0.13		0.13		0.15		0.19		0.18
	Nonperforming loans and leases as a percentage of total
		loans and leases	1.35		1.50		1.74		1.76		1.94
	Nonperforming assets as a percentage of:
		Total assets	0.97		1.09		1.33		1.45		1.83
		Loans and leases plus foreclosed property	1.51		1.72		2.12		2.29		2.88
	Net charge-offs as a percentage of average loans and
		leases	1.08		1.22		1.28		1.46		1.44
	Allowance for loan and lease losses as a percentage of loans
		and leases held for investment	1.73		1.86		1.97		2.05		2.25
	Ratio of allowance for loan and lease losses to:
		Net charge-offs	1.59	x	1.52	x	1.51	x	1.40	x	1.55	x
		Nonperforming loans and leases held for investment	1.24		1.21		1.11		1.13		1.15

			As of/For the
			Nine Months Ended
			September 30,
			2012		2011
Asset Quality Ratios
	Including covered loans:
		Net charge-offs as a percentage of average loans and leases	1.18	%	1.61	%
		Ratio of allowance for loan and lease losses to net charge-offs	1.54	x	1.39	x
	Excluding covered loans:
		Net charge-offs as a percentage of average loans and leases (4)	1.19	%	1.63	%
		Ratio of allowance for loan and lease losses to net charge-offs	1.49	x	1.38	x

Applicable ratios are annualized.

(1)

Excludes mortgage loans guaranteed by GNMA that BB&T does not have the obligation to repurchase. Refer to the footnotes of Table 6 for amounts related to these loans.

(2)

Excludes mortgage loans guaranteed by the government. Refer to the footnotes of Table 6 for amounts related to these loans.

(3)

These asset quality ratios have been adjusted to remove the impact of covered loans and covered foreclosed property. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios.

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		Management believes the inclusion of covered loans in certain asset quality ratios that include nonperforming assets, past due loans or net charge-offs in the numerator or denominator results in distortion of these ratios and they may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting.
	(4)	Excluding the impact of losses and balances associated with BB&T’s NPA disposition strategy, the adjusted net charge-offs ratio would have been 1.52% for the nine months ended September 30, 2011.

Certain of BB&T’s residential mortgage loans have an initial period where the borrower is only required to pay the periodic interest. After the interest period, the loan will require both the payment of interest and principal over the remaining term. As of September 30, 2012, approximately 8.8% of the outstanding balance of residential mortgage loans is in the interest-only phase, compared to 11.2% at December 31, 2011. Approximately 36.4% of the interest only balances at September 30, 2012, will begin amortizing within the next three years. As of September 30, 2012, 4.2% of these interest-only loans are 30 days or more past due and still accruing and 2.6% are on nonaccrual status, compared to 4.3% and 2.8%, respectively, at December 31, 2011.

BB&T’s home equity lines, which are a component of the direct retail portfolio, generally require the payment of interest only during the first 15 years after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both interest and principal. At September 30, 2012 and December 31, 2011, approximately 65.9% of the outstanding balance of home equity lines is currently in the interest-only phase and less than 5% of these balances will begin amortizing within the next three years. The delinquency rate of interest-only lines is similar to amortizing lines.

The following table presents the changes in nonperforming assets, excluding covered foreclosed property, during the nine months ended 2012 and 2011.

Table 8
Rollforward of Nonperforming Assets

			Nine Months Ended September 30,
			2012		2011

			(Dollars in millions)
	Balance at January 1,		$	2,450	$	3,971
		New nonperforming assets		1,904		2,511
		Advances and principal increases		115		72
		Acquired in BankAtlantic purchase		29		―
		Disposals of foreclosed assets		(611)		(755)
		Disposals of nonperforming loans (1)		(574)		(920)
		Charge-offs and losses		(783)		(1,214)
		Payments		(492)		(477)
		Transfers to performing status		(321)		(225)
		Other, net		1		6
	Balance at September 30,		$	1,718	$	2,969


(1)	Includes charge-offs and losses recorded upon sale of $169 million and $162 million for the nine months ended September 30, 2012 and 2011, respectively.

Restructurings generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term. As a result, BB&T will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. To facilitate this process, a concessionary modification that would not otherwise be considered may be granted resulting in classification of the loan as a restructuring. Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for the year ended December 31, 2011 for additional policy information regarding restructurings.

BB&T’s performing restructured loans, excluding government guaranteed mortgage loans, totaled $1.1 billion at September 30, 2012, a decrease of $35 million, or 3.2%, compared with December 31, 2011. The decline was primarily related to commercial performing restructurings and direct retail restructurings. The decline in direct retail restructurings was largely due to the removal of restructurings due to sustained performance under the modified terms. Residential mortgage loans represent 60.1% of performing restructurings at September 30, 2012. The increase during the third quarter of 2012 in residential mortgage performing restructurings was primarily related to nonperforming restructurings that were returned to accrual status due to meeting the performance criteria for the required time period. The following table provides a summary of commercial performing restructuring activity during the nine months ended September 30, 2012 and 2011.

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Table 9
Rollforward of Commercial Performing Restructured Loans

			Nine Months Ended September 30,
			2012		2011

			(Dollars in millions)
	Balance at January 1,		$	235	$	657
		Inflows		106		96
		Payments and payoffs		(32)		(213)
		Transfers to nonperforming restructurings, net		(52)		(147)
		Removal due to the passage of time		(53)		(78)
		Non-concessionary re-modifications		(38)		(72)
	Balance at September 30,		$	166	$	243

Payments and payoffs represent cash received from borrowers in connection with scheduled principal payments, prepayments and payoffs of amounts outstanding at the maturity date of the loan. Transfers to nonperforming restructurings represent loans that no longer meet the requirements necessary to reflect the loan in accruing status and as a result are subsequently classified as a nonperforming restructuring.

Restructurings may be removed due to the passage of time if they: (1) did not include a forgiveness of principal or interest, (2) have performed in accordance with the modified terms (generally a minimum of six months), (3) were reported as a restructuring over a year end reporting period, and (4) reflected an interest rate on the modified loan that was a market rate at the date of modification. These loans were previously considered restructurings as a result of structural concessions such as extended interest-only terms or an amortization period that did not otherwise conform to normal underwriting guidelines.

In addition, certain transactions may be removed from classification as a restructuring as a result of a subsequent non-concessionary re-modification. Non-concessionary re-modifications represent restructurings that did not contain concessionary terms at the date of a subsequent renewal/modification and there was a reasonable expectation that the borrower would continue to comply with the terms of the loan subsequent to the date of the re-modification. A re-modification may be considered for such a re-classification if the loan has not had a forgiveness of principal or interest and the modified terms qualify as more than minor such that the re-modified loan is considered a new loan. Alternatively, such loans may be considered for reclassification in years subsequent to the date of the re-modification based on the passage of time as described in the preceding paragraph.

In connection with consumer loan restructurings, a nonperforming loan will be returned to accruing status when current as to principal and interest and upon a sustained historical repayment performance (generally a minimum of six months).

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The following table provides further details regarding the payment status of restructurings outstanding at September 30, 2012:

Table 10
Troubled Debt Restructurings

			September 30, 2012
							Past Due				Past Due
			Current Status				30-89 Days (1)				90 Days Or More (1)				Total

			(Dollars in millions)
Performing restructurings:
	Commercial loans:
		Commercial and industrial	$	66	100.0	%	$	―	―	%	$	―	―	%	$	66
		Commercial real estate - other		74	98.7			1	1.3			―	―			75
		Commercial real estate - residential ADC		24	96.0			1	4.0			―	―			25
	Direct retail lending			114	95.0			5	4.2			1	0.8			120
	Sales finance			6	85.7			―	―			1	14.3			7
	Revolving credit			46	79.4			6	10.3			6	10.3			58
	Residential mortgage (2)			543	84.1			93	14.4			10	1.5			646
	Other lending subsidiaries			68	88.3			9	11.7			―	―			77
		Total performing restructurings (2)		941	87.6			115	10.7			18	1.7			1,074
Nonperforming restructurings (3)				71	31.5			31	13.8			123	54.7			225
		Total restructurings (2)	$	1,012	77.9		$	146	11.2		$	141	10.9		$	1,299

(1)

Past due performing restructurings are included in past due disclosures.

(2)

Excludes restructured mortgage loans that are government guaranteed totaling $275 million.

(3)

Nonperforming restructurings are included in nonaccrual loan disclosures.

Allowance for Credit Losses

The allowance for credit losses, which consists of the allowance for loan and lease losses and the reserve for unfunded lending commitments, totaled $2.1 billion and $2.3 billion at September 30, 2012 and December 31, 2011, respectively. The allowance for loan and lease losses amounted to 1.80% of loans and leases held for investment at September 30, 2012 (or 1.73% excluding covered loans), compared to 2.10% (or 2.05% excluding covered loans) at year-end 2011. The decline in the allowance for loan and lease losses, including the unallocated portion, reflects continued improvement in the credit quality of the loan portfolio. The decrease in the overall allowance reflects reductions in commercial real estate, residential mortgage and revolving credit due to updates to loss estimate factors, which were partially offset by increases for commercial and industrial, direct retail, and other lending subsidiaries loans. The percentage of the allowance for impaired loans to their recorded investment decreased from 15.4% at December 31, 2011 to 14.2% at September 30, 2012, primarily due to declines for residential mortgage and commercial real estate – ADC loans. The ratio of the allowance for loan and lease losses to nonperforming loans held for investment, excluding covered loans, was 1.24x at September 30, 2012 compared to 1.13x at December 31, 2011.

BB&T monitors the performance of its home equity loans and lines secured by second liens similar to other consumer loans and utilizes assumptions specific to these loans in determining the necessary allowance. BB&T also receives notification when the first lien holder, whether BB&T or another financial institution, has initiated foreclosure proceedings against the borrower. When notified that the first lien holder is in the process of foreclosure, BB&T obtains valuations to determine if any additional charge-offs or reserves are warranted. These valuations are updated at least annually thereafter.

BB&T has limited ability to monitor the delinquency status of the first lien unless the first lien is held or serviced by BB&T. As a result, using migration assumptions that are based on historical experience adjusted for current trends, BB&T estimates the volume of second lien positions where the first lien is delinquent and appropriately adjusts the allowance to reflect the increased risk of loss on these credits. Finally, BB&T also provides additional reserves to second lien positions when the estimated combined current loan to value ratio exceeds 100%. As of September 30, 2012, BB&T held or serviced the first lien on 39% of its second lien positions.

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BB&T’s net charge-offs totaled $305 million for the third quarter of 2012 and amounted to 1.05% of average loans and leases (or 1.08% excluding covered loans), compared to $419 million, or 1.57% of average loans and leases (or 1.44% excluding covered loans), in the third quarter of 2011. For the nine months ended September 30, 2012, net charge-offs were $994 million and amounted to 1.18% of average loans and leases (or 1.19% excluding covered loans), compared to $1.3 billion, or 1.61% of average loans and leases (or 1.63% excluding covered loans), in the same period of 2011. Net charge-offs for the first nine months of 2011 included $87 million related to the sale of problem residential mortgage loans. Management expects that the level of net charge-offs in the fourth quarter of 2012 will be in a range similar to the third quarter and trend lower thereafter, excluding any impact arising from the evaluation of the bank regulatory guidance related to loans that have been discharged in bankruptcy and not reaffirmed by the borrower.

Charge-offs related to covered loans represent realized losses in certain acquired loan pools that exceed the amounts originally estimated at the acquisition date. This impairment, which is subject to the loss sharing agreements, was provided for in prior quarters and therefore the charge-offs have no income statement impact.

Refer to Note 4 “Allowance for Credit Losses” in the “Notes to Consolidated Financial Statements” for additional disclosures.

The following table presents an allocation of the allowance for loan and lease losses at September 30, 2012 and December 31, 2011. This allocation of the allowance for loan and lease losses is calculated on an approximate basis and is not necessarily indicative of future losses or allocations. The entire amount of the allowance is available to absorb losses occurring in any category of loans and leases.

Table 11
Allocation of Allowance for Loan and Lease Losses by Category

		September 30, 2012				December 31, 2011
				% Loans				% Loans
				in each				in each
		Amount		category		Amount		category

			(Dollars in millions)
Balances at end of period applicable to:
Commercial:
	Commercial and industrial	$	541	33.2	%	$	433	33.9	%
	Commercial real estate - other		238	9.6			334	9.9
	Commercial real estate - residential ADC		101	1.3			286	1.9
Direct retail lending			281	13.8			232	13.5
Sales finance			28	6.8			38	6.9
Revolving credit			99	2.0			112	2.1
Residential mortgage			299	21.3			365	19.2
Other lending subsidiaries			247	8.8			197	8.1
Covered			137	3.2			149	4.5
Unallocated			80	―			110	―
	Total allowance for loan and lease losses		2,051	100.0	%		2,256	100.0	%

	Reserve for unfunded lending commitments		45				29

	Total allowance for credit losses	$	2,096			$	2,285

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Information related to BB&T’s allowance for loan and lease losses for the last five quarters is presented in the following table.

Table 12
Analysis of Allowance for Credit Losses

					Three Months Ended
					9/30/2012		6/30/2012		3/31/2012		12/31/2011			9/30/2011

						(Dollars in millions)
Allowance For Credit Losses
	Beginning balance				$	2,157	$	2,221	$	2,285	$	2,406	$	2,575
	Provision for credit losses (excluding covered loans)					244		259		285		223		243
	Provision for covered loans					―		14		3		49		7
		Charge-offs:
			Commercial loans and leases
				Commercial and industrial		(84)		(92)		(63)		(81)		(102)
				Commercial real estate - other		(40)		(51)		(73)		(60)		(64)
				Commercial real estate - residential ADC		(35)		(74)		(54)		(92)		(61)
			Direct retail lending			(57)		(56)		(57)		(58)		(74)
			Sales finance			(5)		(7)		(7)		(8)		(7)
			Revolving credit			(20)		(20)		(22)		(21)		(23)
			Residential mortgage			(35)		(30)		(42)		(45)		(41)
			Other lending subsidiaries			(58)		(47)		(60)		(53)		(42)
			Covered loans			(2)		(12)		(15)		(13)		(53)
		Total charge-offs				(336)		(389)		(393)		(431)		(467)

		Recoveries:
			Commercial loans and leases
				Commercial and industrial		4		4		4		6		9
				Commercial real estate - other		3		3		3		3		6
				Commercial real estate - residential ADC		2		23		8		5		9
			Direct retail lending			9		8		10		10		10
			Sales finance			2		2		3		2		2
			Revolving credit			5		4		5		5		4
			Residential mortgage			―		1		1		2		1
			Other lending subsidiaries			6		7		7		5		7
		Total recoveries				31		52		41		38		48
	Net charge-offs					(305)		(337)		(352)		(393)		(419)
		Ending balance			$	2,096	$	2,157	$	2,221	$	2,285	$	2,406

Allowance For Credit Losses:
	Allowance for loan and lease losses
		(excluding covered loans)			$	1,914	$	1,987	$	2,044	$	2,107	$	2,242
	Allowance for covered loans					137		139		137		149		113
	Reserve for unfunded lending commitments					45		31		40		29		51
		Total allowance for credit losses			$	2,096	$	2,157	$	2,221	$	2,285	$	2,406

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						Nine Months Ended
						September 30,
						2012		2011

					(Dollars in millions)
Allowance For Credit Losses
	Beginning balance				$	2,285	$	2,755
	Provision for credit losses (excluding covered loans)					788		896
	Provision for covered loans					17		22
		Charge-offs:
			Commercial loans and leases
				Commercial and industrial		(239)		(242)
				Commercial real estate - other		(164)		(213)
				Commercial real estate - residential ADC		(163)		(210)
			Direct retail lending			(170)		(218)
			Sales finance			(19)		(24)
			Revolving credit			(62)		(74)
			Residential mortgage (1)			(107)		(224)
			Other lending subsidiaries			(165)		(137)
			Covered loans			(29)		(53)
		Total charge-offs (1)				(1,118)		(1,395)

		Recoveries:
			Commercial loans and leases
				Commercial and industrial		12		22
				Commercial real estate - other		9		15
				Commercial real estate - residential ADC		33		20
			Direct retail lending			27		27
			Sales finance			7		7
			Revolving credit			14		14
			Residential mortgage			2		3
			Other lending subsidiaries			20		20
		Total recoveries				124		128
	Net charge-offs (1)					(994)		(1,267)
		Ending balance			$	2,096	$	2,406


(1)	Includes net charge-offs of $87 million in mortgage loans during 2011 in connection with BB&T's NPA disposition strategy.

Deposits

The following table presents the composition of average deposits for the three and nine months ended September 30, 2012 and 2011:

Table 13
Composition of Average Deposits

		Three Months Ended September 30,
		2012				2011
		Balance		% of total		Balance		% of total

		(Dollars in millions)
Noninterest-bearing deposits		$	29,990	23.3	%	$	23,370	20.3	%
Interest checking			20,157	15.7			19,004	16.5
Money market and savings			47,500	36.9			42,174	36.7
Certificates and other time deposits			30,727	23.9			30,140	26.2
Foreign office deposits - interest-bearing			321	0.2			368	0.3
	Total average deposits	$	128,695	100.0	%	$	115,056	100.0	%

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		Nine Months Ended September 30,
		2012				2011
		Balance		% of total		Balance		% of total

		(Dollars in millions)
Noninterest-bearing deposits		$	27,943	22.1	%	$	22,179	20.3	%
Interest checking			19,928	15.8			18,326	16.8
Money market and savings			46,578	36.9			40,108	36.8
Certificates and other time deposits			31,620	25.1			27,657	25.4
Foreign office deposits - interest-bearing			156	0.1			810	0.7
	Total average deposits	$	126,225	100.0	%	$	109,080	100.0	%

The acquisition of BankAtlantic on July 31, 2012 resulted in an increase to average deposits for the third quarter and first nine months of 2012 of $2.3 billion and $770 million, respectively. Average deposits for the third quarter of 2012 increased $13.6 billion, or 11.9%, compared to the same period in 2011. The mix of the portfolio has continued to improve with growth of $6.6 billion in noninterest-bearing and $6.5 billion in lower-cost interest-bearing deposits. Certificates and other time deposits also increased $587 million, while the cost for these products declined 48 basis points. The growth in certificates and other time deposits was primarily due to the strategy executed in the latter half of 2011 to attract high-quality corporate clients in connection with meeting the proposed Basel III liquidity guidelines. Partially offsetting the growth in these categories was a decline of $47 million in foreign-office deposits as the strong deposit growth reduced the need for these types of funding sources. Growth in noninterest-bearing deposits was led by commercial accounts, which contributed $4.5 billion of the growth in this category. Noninterest-bearing deposits for retail accounts and public funds grew $1.1 billion and $929 million, respectively. The increase in interest checking and money market and savings accounts was evenly split between retail and commercial accounts, with retail and commercial accounts increasing $3.7 billion and $3.6 billion, respectively. Partially offsetting the growth in these accounts was a decrease in public funds, which declined $886 million. The cost of interest-bearing deposits was 0.42% for the third quarter of 2012, a decrease of 23 basis points compared to the same period of 2011.

Average deposits for the nine months ended 2012 increased $17.1 billion, or 15.7%, compared to the same period in 2011. The mix of the portfolio has continued to improve with growth of $5.8 billion in noninterest-bearing and $8.1 billion in lower-cost interest-bearing deposits. Certificates and other time deposits also increased $4.0 billion, while the cost for these products declined 63 basis points. Partially offsetting the growth in these categories was a decline of $654 million in average foreign-office deposits, as the strong deposit growth reduced the need for these types of funding sources.

Management expects more modest growth in deposits in the fourth quarter of 2012 compared to that achieved in the third quarter of 2012, but with continuing improvement in mix and lower deposit costs.

Borrowings

At September 30, 2012, short-term borrowings totaled $3.1 billion, a decrease of $473 million, or 13.3%, compared to December 31, 2011. Long-term debt totaled $19.2 billion at September 30, 2012, a decrease of $2.6 billion, or 11.8%, from the balance at December 31, 2011. The decrease in long-term debt reflects the redemption of $3.3 billion of junior subordinated debt and the maturity of $1.0 billion in senior debt. The redemption of the junior subordinated debt was initiated based on the early redemption provisions of the related trust preferred securities due to the fact that they will no longer qualify for Tier 1 capital treatment.

These decreases in long-term debt were partially offset by the issuance of $750 million of senior notes in August 2012, with an interest rate of 1.60% due August 2017, $750 million of senior notes in March 2012, with an interest rate of 2.15% due March 2017, and $300 million in subordinated notes in March 2012, with an interest rate of 3.95% due March 2022.

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Shareholders’ Equity

Total shareholders’ equity at September 30, 2012 was $20.5 billion, an increase of 17.5% compared to December 31, 2011. The increase was driven by net proceeds of $1.7 billion of Tier 1 qualifying non-cumulative perpetual preferred stock and earnings in excess of dividends declared. BB&T’s book value per common share at September 30, 2012 was $26.88, compared to $24.98 at December 31, 2011.

Shareholders’ equity increased $989 million due to earnings available to common shareholders in excess of dividends declared. In addition, accumulated other comprehensive income improved $304 million, primarily as a result of an increase in the fair value of the available-for-sale securities portfolio.

BB&T’s Tier 1 common equity was $11.9 billion at September 30, 2012, an increase of $243 million compared to December 31, 2011. Growth resulting from earnings during the first nine months of 2012 was partially offset by an increase in intangible assets added in the Crump Insurance and Bank Atlantic acquisitions. BB&T’s tangible book value per common share at September 30, 2012 was $17.02 compared to $16.73 at December 31, 2011. As of September 30, 2012, measures of tangible capital were not required by the regulators and, therefore, were considered non-GAAP measures. Refer to the section titled “Capital Adequacy and Resources” herein for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.

Merger-Related and Restructuring Activities

At September 30, 2012 and December 31, 2011, there were $44 million and $20 million, respectively, of merger-related and restructuring accruals. Merger and restructuring accruals are re-evaluated periodically and adjusted as necessary. The remaining accruals at September 30, 2012 are expected to be utilized within one year, unless they relate to specific contracts that expire later.

Risk Management

In the normal course of business BB&T encounters inherent risk in its business activities. Risk is managed on a decentralized basis with risk decisions made as closely as possible to where the risk occurs. Centrally, risk oversight is managed at the corporate level through oversight, policies and reporting. The principal types of inherent risk include regulatory, credit, liquidity, market, operational, reputation and strategic risks. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 for disclosures related to each of these risks under the section titled “Risk Management.”

Market Risk Management

The effective management of market risk is essential to achieving BB&T’s strategic financial objectives. As a financial institution, BB&T’s most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in BB&T’s lines of business. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, and to offset the risk of price changes for certain assets recorded at fair value.

Interest Rate Market Risk (Other than Trading)

BB&T actively manages market risk associated with asset and liability portfolios with a focus on the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The goal of these activities is the development of appropriate maturity and repricing opportunities in BB&T’s portfolios of assets and liabilities that will produce consistent net interest income during periods of changing interest rates. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios.

The asset/liability management process is designed to achieve relatively stable net interest margins and assure liquidity by coordinating the volumes, maturities or repricing opportunities of earning assets, deposits and borrowed funds. Among other things, this process gives consideration to prepayment trends related to securities, loans and leases and certain deposits that have no stated maturity. Prepayment assumptions are developed using market data for residential mortgage-related loans and securities, and internal historical prepayment experience for client deposits with no stated maturity and loans that are not residential mortgage related. These assumptions are subject to monthly back-testing, and are adjusted as deemed necessary to

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reflect changes in interest rates relative to the reference rate of the underlying assets or liabilities. On a monthly basis, BB&T evaluates the accuracy of its interest rate forecast simulation model, which includes an evaluation of its prepayment assumptions, to ensure that all significant assumptions inherent in the model appropriately reflect changes in the interest rate environment and related trends in prepayment activity. It is the responsibility of the Market Risk, Liquidity and Capital Committee to determine and achieve the most appropriate volume and mix of earning assets and interest-bearing liabilities, as well as to ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The Market Risk, Liquidity and Capital Committee also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The Market Risk, Liquidity and Capital Committee meets regularly to review BB&T’s interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impact on earnings and liquidity as a result of fluctuations in interest rates is within acceptable standards.

BB&T uses derivatives primarily to manage economic risk related to securities, commercial loans, mortgage servicing rights, mortgage banking operations, long-term debt and other funding sources. BB&T also uses derivatives to facilitate transactions on behalf of its clients. As of September 30, 2012, BB&T had derivative financial instruments outstanding with notional amounts totaling $81.4 billion. The estimated net fair value of open contracts was a loss of $47 million at September 30, 2012. See Note 15 “Derivative Financial Instruments” in the “Notes to Consolidated Financial Statements” herein for additional disclosures.

The majority of BB&T’s assets and liabilities are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Fluctuations in interest rates and actions of the Federal Reserve Board to regulate the availability and cost of credit have a greater effect on a financial institution’s profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the Market Risk, Liquidity and Capital Committee, management believes that BB&T is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary trends.

Management uses Interest Sensitivity Simulation Analysis (“Simulation”) to measure the sensitivity of projected earnings to changes in interest rates. The Simulation model projects net interest income and interest rate risk for a rolling two-year period of time. Simulation takes into account the current contractual agreements that BB&T has made with its customers on deposits, borrowings, loans, investments and commitments to enter into those transactions. Furthermore, the Simulation considers the impact of expected customer behavior. Management monitors BB&T’s interest sensitivity by means of a model that incorporates the current volumes, average rates earned and paid, and scheduled maturities and payments of asset and liability portfolios, together with multiple scenarios of projected prepayments, repricing opportunities and anticipated volume growth. Using this information, the model projects earnings based on projected portfolio balances under multiple interest rate scenarios. This level of detail is needed to simulate the effect that changes in interest rates and portfolio balances may have on the earnings of BB&T. This method is subject to the accuracy of the assumptions that underlie the process, but management believes that it provides a better illustration of the sensitivity of earnings to changes in interest rates than other analyses such as static or dynamic gap. In addition to Simulation analysis, BB&T uses Economic Value of Equity (“EVE”) analysis to focus on changes in capital given potential changes in interest rates. This measure also allows BB&T to analyze interest rate risk that falls outside the analysis window contained in the Simulation model. The EVE model is a discounted cash flow of the entire portfolio of BB&T’s assets, liabilities, and derivatives instruments. The difference in the present value of assets minus the present value of liabilities is defined as the economic value of BB&T’s equity.

The asset/liability management process requires a number of key assumptions. Management determines the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies, as well as any enacted or prospective regulatory changes. BB&T’s current and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with the information necessary to analyze interest sensitivity and to aid in the development of strategies to reach performance goals.

The following table shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next twelve months assuming a gradual change in interest rates as described below. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing, deposit sensitivity, customer preferences and capital plans. The resulting change in interest sensitive income reflects the level of sensitivity that interest sensitive income has in relation to changing interest rates.

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Table 14
Interest Sensitivity Simulation Analysis

							Annualized Hypothetical
	Interest Rate Scenario						Percentage Change in
	Linear		Prime Rate				Net Interest Income
	Change in		September 30,				September 30,
	Prime Rate		2012		2011		2012		2011
	2.00	%	5.25	%	5.25	%	3.66	%	2.68	%
	1.00		4.25		4.25		2.23		1.14
	No Change		3.25		3.25		―		―
	(0.25)		3.00		3.00		(0.26)		0.22

The Market Risk, Liquidity and Capital Committee has established parameters measuring interest sensitivity that prescribe a maximum negative impact on net interest income of 2% for the next 12 months for a linear change of 100 basis points over four months followed by a flat interest rate scenario for the remaining eight month period, and a maximum negative impact of 4% for a linear change of 200 basis points over eight months followed by a flat interest rate scenario for the remaining four month period. Regardless of the proportional limit, the negative risk exposure limit will be the greater of 1% or the proportional limit. In the event that the results of the Simulation model fall outside the established parameters, management will make recommendations to the Market Risk, Liquidity and Capital Committee on the most appropriate response given the current economic forecast. Management currently only modeled a negative 25 basis point decline because larger declines would have resulted in a Federal funds rate of less than zero.

Management must also consider how the balance sheet and interest rate risk position could be impacted by changes in balance sheet mix. Liquidity in the banking industry has been very strong during the current economic downturn. Much of this liquidity increase has been due to a significant increase in noninterest-bearing demand deposits. Consistent with the industry, Branch Bank has seen a significant increase in this funding source. The behavior of these deposits is one of the most important assumptions used in determining the interest rate risk position of BB&T. A loss of these deposits in the future would reduce the asset sensitivity of BB&T’s balance sheet as the company increases interest-bearing funds to offset the loss of this advantageous funding source.

BB&T applies an average beta of approximately 80% to its managed rate deposits for determining its interest rate sensitivity. Managed rate deposits are high beta, premium money market and interest checking accounts, which attract significant client funds when needed to support balance sheet growth. BB&T regularly conducts sensitivity on other key variables to determine the impact they could have on the interest rate risk position. This discipline informs management judgment and allows BB&T to evaluate the likely impact on its balance sheet management strategies due to a more extreme variation in a key assumption than expected.

The following table shows the effect that the loss of demand deposits and an associated increase in managed rate deposits would have on BB&T’s interest-rate sensitivity position. For purposes of this analysis, BB&T modeled the beta at 100%.

Table 15
Deposit Mix Sensitivity Analysis

						Results Assuming a Decrease in
		Increase in		Base Scenario		Noninterest Bearing Demand Deposits
		Rates		at September 30, 2012 (1)		$1 Billion		$5 Billion
		2.00	%	3.66	%	3.41	%	2.43	%
		1.00		2.23		2.08		1.48


(1)	The base scenario is equal to the annualized hypothetical percentage change in net interest income at September 30, 2012 as presented in Table 14.

The following table shows the effect that the indicated changes in interest rates would have on EVE. Key assumptions in the preparation of the table include prepayment speeds of mortgage-related and other assets, cash flows and maturities of derivative financial instruments, loan volumes and pricing and deposit sensitivity. The resulting change in the economic value of equity reflects the level of sensitivity that EVE has in relation to changing interest rates.

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Table 16
Economic Value of Equity ("EVE") Simulation Analysis

							Hypothetical Percentage
			EVE/Assets				Change in EVE
	Change in		September 30,				September 30,
	Rates		2012		2011		2012		2011
	2.00	%	7.0	%	7.2	%	17.9	%	23.5	%
	1.00		6.7	%	6.7		12.5		15.0
	No Change		5.9	%	5.8		―		―
	(0.25)		5.7	%	5.5		(4.5)		(5.4)

Market Risk from Trading Activities

BB&T also manages market risk from trading activities which consists of acting as a financial intermediary to provide its customers access to derivatives, foreign exchange and securities markets. Trading market risk is managed through the use of statistical and non-statistical risk measures and limits, with overall established limits. BB&T utilizes a historical value-at-risk (“VaR”) methodology to measure and aggregate risks across its covered trading lines of business. This methodology uses one year of historical data to estimate economic outcomes for a one-day time horizon at a 99% confidence level.

The average VaR for the three months ended September 30, 2012 was approximately $240 thousand. Maximum daily VaR was approximately $400 thousand, and the low daily VaR was approximately $100 thousand during this same period, respectively.

Contractual Obligations, Commitments, Contingent Liabilities, Off-Balance Sheet Arrangements and Related Party Transactions

Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 for discussion with respect to BB&T’s quantitative and qualitative disclosures about its fixed and determinable contractual obligations. Additional disclosures about BB&T’s contractual obligations, commitments and derivative financial instruments are included in Note 13 “Commitments and Contingencies” and Note 14 “Fair Value Disclosures” in the “Notes to Consolidated Financial Statements.”

Liquidity

Liquidity represents BB&T’s continuing ability to meet funding needs, including deposit withdrawals, timely repayment of borrowings and other liabilities, and funding of loan commitments. In addition to the level of liquid assets, such as cash, cash equivalents and securities available for sale, many other factors affect BB&T’s ability to meet liquidity needs, including access to a variety of funding sources, maintaining borrowing capacity in national money markets, growing core deposits, the repayment of loans and the ability to securitize or package loans for sale. The ability to raise funding at competitive prices is affected by the rating agencies’ views of BB&T’s and Branch Bank’s credit quality, liquidity, capital and earnings. Management meets with the rating agencies on a routine basis to discuss the current outlook for BB&T and Branch Bank. Refer to BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 for disclosures related to BB&T’s and Branch Bank’s credit ratings and liquidity.

BB&T monitors key liquidity metrics at both the Parent Company and Branch Bank. Liquidity at the Parent Company is more susceptible to market disruptions. BB&T prudently manages cash levels at the Parent Company to cover a minimum of one year of projected contractual cash outflows which includes unfunded external commitments, debt service, preferred dividends and scheduled debt maturities without the benefit of any new cash infusions. Generally, BB&T maintains a significant buffer above the projected one year of contractual cash outflows. In determining the buffer, BB&T considers cash for common dividends, unfunded commitments to affiliates, being a source of strength to its banking subsidiaries, and being able to withstand sustained market disruptions which may limit access to the credit markets. As of September 30, 2012, and December 31, 2011, the Parent Company had 25 months and 23 months, respectively, of cash on hand to satisfy projected contractual cash outflows as described above.

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BB&T also monitors the ability to meet customer demand for funds under both normal and stressed market conditions. In considering its liquidity position, management evaluates BB&T’s funding mix based on client core funding, client rate-sensitive funding and non-client rate-sensitive funding. In addition, management also evaluates exposure to rate-sensitive funding sources that mature in one year or less. Management also measures liquidity needs against 30 days of stressed cash outflows for Branch Bank. To ensure a strong liquidity position, management maintains a liquid asset buffer of cash on hand and highly liquid unpledged securities. The Company has established a policy that the liquid asset buffer would be a minimum of 5% of total assets, but intends to maintain the ratio well in excess of this level. As of September 30, 2012, and December 31, 2011, BB&T’s liquid asset buffer was 12.9% and 13.5%, respectively, of total assets.

BB&T, Branch Bank and BB&T FSB have Contingency Funding Plans (“CFPs”) designed to ensure that liquidity sources are sufficient to meet their ongoing obligations and commitments, particularly in the event of a liquidity contraction. The CFPs are designed to simulate extreme liquidity demands under stressed market conditions and provide a framework for management to meet those demands using all available options. The CFPs address authority for activation and decision making, liquidity options and the responsibilities of key departments in the event of a liquidity contraction. The liquidity options available to management could include seeking secured funding, asset sales, and under the most extreme scenarios, curtailing new loan originations.

BB&T has strong liquidity reserves including access to the Federal Reserve Discount Window, the Federal Home Loan Bank, and unpledged securities held on the balance sheet. Additionally, BB&T’s strong profitability, credit ratings, and positive reputation in the credit markets provide BB&T with access to unsecured national market funding.

Capital Adequacy and Resources

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. BB&T’s principal goals related to the maintenance of capital are to provide adequate capital to support BB&T’s risk profile consistent with the Board-approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, achieve optimal credit ratings for BB&T and its subsidiaries and provide a competitive return to shareholders. Refer to the section titled “Capital” in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011 for additional information with regard to BB&T’s capital requirements.

Management regularly monitors the capital position of BB&T on both a consolidated and bank level basis. Capital ratios are determined using operating forecasts and plans as well as stressed scenarios. In this regard, management’s overriding policy is to maintain capital at levels that are in excess of the operating capital guidelines, which are above the regulatory “well capitalized” levels. Management has recently implemented stressed capital ratio minimum guidelines to evaluate whether capital levels are sufficient to withstand the impact of plausible, severe economic downturns or bank-specific events. The following table presents the minimum capital ratios:

Table 17
BB&T's Internal Capital Guidelines
		Operating		Stressed
	Tier 1 Capital Ratio	9.50	%	7.50	%
	Total Capital Ratio	11.50		9.50
	Tier 1 Leverage Capital Ratio	6.50		5.00
	Tangible Capital Ratio	5.50		4.00
	Tier 1 Common Equity Ratio	8.00		6.00

While nonrecurring events or management decisions may result in the Corporation temporarily falling below its minimum guidelines for one or more of these ratios, it is management’s intent through capital planning to return to these targeted minimums within a reasonable period of time. Such temporary decreases below these minimums are not considered an infringement of BB&T’s overall capital policy provided the Corporation and Branch Bank remain “well-capitalized.”

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BB&T’s regulatory and tangible capital ratios for the last five calendar quarters are set forth in Table 18.

Table 18
Capital Ratios (1)

				As of / For the Three Months Ended
				9/30/12			6/30/12			3/31/12			12/31/11			9/30/11

				(Dollars in millions, shares in thousands)
Risk-based:
	Tier 1				10.9	%		10.2	%		12.8	%		12.5	%		12.6	%
	Total				14.0			13.5			16.2			15.7			16.1
Leverage capital					7.9			7.3			9.1			9.0			9.2

Non-GAAP capital measures (2)
	Tangible common equity as a percentage of
		tangible assets			6.8			6.9			7.1			6.9			7.1
	Tier 1 common equity as a percentage of
		risk-weighted assets			9.5			9.7			10.0			9.7			9.8

Calculations of Tier 1 common equity and
	tangible assets and related measures:
	Tier 1 equity			$	13,590		$	12,383		$	15,207		$	14,913		$	14,696
	Less:
		Preferred stock			1,679			559			―			―			―
		Qualifying restricted core capital
			elements		5			―			3,250			3,250			3,249
	Tier 1 common equity			$	11,906		$	11,824		$	11,957		$	11,663		$	11,447

	Total assets			$	182,021		$	178,529		$	174,752		$	174,579		$	167,677
	Less:
		Intangible assets, net of deferred taxes			7,239			6,950			6,402			6,406			6,330
	Plus:
		Regulatory adjustments, net of
			deferred taxes		81			239			327			421			99
	Tangible assets			$	174,863		$	171,818		$	168,677		$	168,594		$	161,446

	Total risk-weighted assets (3)			$	125,164		$	121,922		$	119,042		$	119,725		$	117,020
Tangible common equity as a percentage of
	tangible assets				6.8	%		6.9	%		7.1	%		6.9	%		7.1	%
Tier 1 common equity as a percentage of risk-
	weighted assets				9.5			9.7			10.0			9.7			9.8
	Tier 1 common equity			$	11,906		$	11,824		$	11,957		$	11,663		$	11,447
	Outstanding shares at end of period				699,541			698,795			698,454			697,143			697,101
Tangible book value per common share				$	17.02		$	16.92		$	17.12		$	16.73		$	16.42

(1)

Current quarter regulatory capital information is preliminary.

(2)

Tangible common equity and Tier 1 common equity ratios are non-GAAP measures. BB&T uses the Tier 1 common equity definition used in the SCAP assessment to calculate these ratios. BB&T’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Corporation. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.

(3)

Risk-weighted assets are determined based on regulatory capital requirements. Under the regulatory framework for determining risk-weighted assets each asset class is assigned a risk-weighting of 0%, 20%, 50% or 100% based on the underlying risk of the specific asset class. In addition, off-balance sheet exposures are first converted to a balance sheet equivalent amount and subsequently assigned to one of the four risk-weightings.

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Table 19
Estimated Basel III Capital Ratios (1)

				September 30,			December 31,
				2012			2011 (2)

				(Dollars in millions)
	Tier 1 common equity under Basel I definition			$	11,906		$	11,663
	Adjustments:
		Other comprehensive income related to AFS securities, defined benefit
			pension and other postretirement employee benefit plans		(226)			(553)
		Deduction for net defined benefit pension asset			―			(423)
		Other adjustments			(54)			57
	Estimated Tier 1 common equity under Basel III definition			$	11,626		$	10,744
	Estimated risk-weighted assets under Basel III definition - U.S.			$	145,848
	Estimated risk-weighted assets under Basel III definition - International				126,572		$	122,600
	Estimated Tier 1 common equity as a percentage of risk-weighted assets
		Basel III definition - U.S.			8.0	%
		Basel III definition - International			9.2			8.8	%


(1)	The Basel III calculations are non-GAAP measures and reflect adjustments for the related elements as proposed by regulatory authorities, which are subject to change. BB&T management uses these measures to assess the quality of capital and believes that investors may find them useful in their analysis of the Corporation. These capital measures are not necessarily comparable to similar capital measures that may be presented by other companies.
(2)	Tier 1 common equity ratio using Basel III proposals prior to the Notice of Proposed Rulemaking that was published June 7, 2012 for U.S.-based institutions.

The Tier 1 common equity ratio was 9.5% at September 30, 2012. The decrease in this measure compared to the second quarter of 2012 was primarily due to the BankAtlantic acquisition, as a result of the intangible assets associated with that acquisition. As of September 30, 2012, management currently estimates the Tier 1 common ratio under the currently proposed U.S. and international Basel III standards to be 8.0% and 9.2%, respectively. The proposed U.S. Basel III standards incorporate changes to the risk-weighting of loans secured by residential properties, requiring consideration of loan-to-value ratios in determining risk-weighting. In addition, the credit conversion factor for unfunded lending commitments was increased. Management’s estimate of the Tier 1 common ratio under the proposed U.S. Basel III standards does not include any mitigation strategies to improve capital levels, which management believes will have a significant positive impact on this measure. Refer to Table 19 for a reconciliation of how BB&T calculates the Tier 1 common equity ratio under the proposed Basel III capital guidelines.

The increase in BB&T’s regulatory risk-based capital ratios compared to the second quarter of 2012 was primarily due to the issuance of Tier 1 qualifying non-cumulative preferred stock during the third quarter of 2012. The preferred stock issued has no stated maturity and redemption is solely at the option of the Company. Under current rules, any redemption of the preferred stock is subject to prior approval of the Board of Governors of the Federal Reserve System. Dividends, if declared, accrue and are payable quarterly, in arrears, at a rate of 5.625% per annum.

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Share Repurchase Activity

BB&T has periodically repurchased shares of its own common stock. In accordance with North Carolina law, repurchased shares cannot be held as treasury stock, but revert to the status of authorized and unissued shares upon repurchase.

On June 27, 2006, BB&T’s Board of Directors granted authority under a plan (the “2006 Plan”) for the repurchase of up to 50 million shares of BB&T’s common stock as needed for general corporate purposes. The 2006 Plan also authorizes the repurchase of the remaining shares from the previous authorization. The 2006 Plan remains in effect until all the authorized shares are repurchased unless modified by the Board of Directors. No shares were repurchased in connection with the 2006 Plan during 2012.

Table 20

Share Repurchase Activity

Maximum Remaining

Number of Shares

Total

Average

Total Shares Purchased

Available for Repurchase

Price Paid

Pursuant to

Repurchased (1)

Per Share (2)

Publicly-Announced Plan

(Shares in thousands)

July 1-31, 2012

30.44

―

44,139

August 1-31, 2012

31.59

―

44,139

September 1-30, 2012

31.86

―

44,139

Total

31.06

―

44,139

(1)

Repurchases reflect shares exchanged or surrendered in connection with the exercise of equity-based awards under BB&T’s equity-based compensation plans.

(2)

Excludes commissions.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to “Market Risk Management” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to the “Commitments and Contingencies” footnote in the “Notes to Consolidated Financial Statements”.

ITEM 1A. RISK FACTORS

The following discussion updates a risk factor that was previously included in BB&T’s Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes to the other risk factors disclosed. Additional risks and uncertainties not currently known to BB&T or that management has deemed to be immaterial also may materially adversely affect BB&T’s business, financial condition, and/or operating results.

BB&T faces systems failure risks as well as cyber-security risks, including “denial of service,” “hacking” and “identity theft” that could adversely affect BB&T’s business and financial performance, or BB&T’s reputation.

The computer systems and network infrastructure BB&T and its third-party service providers use could be vulnerable to unforeseen problems. BB&T’s operations are dependent upon its ability to protect computer equipment against damage from fire, power loss or telecommunication failure. Any damage or failure that causes an interruption in BB&T’s operations could adversely affect its business and financial results.

In addition, BB&T’s computer systems and network infrastructure present security risks, and could be susceptible to cyber-attacks, such as denial of service attacks, hacking, terrorist activities or identity theft. For example, in October 2012, a hacker group launched a denial of service attack against a number of large financial services institutions, including BB&T. This event did not result in a breach of BB&T’s client data and account information remained secure; however, the attack did adversely affect the performance of BB&T’s website, www.bbt.com, and in some instances prevented customers from accessing BB&T’s website. While the event was resolved within approximately one day and primarily resulted in inconvenience, future cyber-attacks could be more disruptive and damaging. Hacking and identity theft risks, in particular, could cause serious reputational harm. Cyber threats are rapidly evolving and BB&T may not be able to anticipate or prevent all such attacks. BB&T may incur increasing costs in an effort to minimize these risks and could be held liable for any security breach or loss.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Refer to “Share Repurchase Activity” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein.

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ITEM 6. EXHIBITS

3(i)		Articles of incorporation of the Registrant, as Restated February 25, 2009, and amended May 10, 2010, April 27, 2012, July 24, 2012 and October 26, 2012.

10.1		2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Cynthia A. Williams.

10.2		2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and William R. Yates.

11		Statement re: Computation of Earnings Per Share.

12		Statement re: Computation of Ratios.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase.

101.LAB		XBRL Taxonomy Extension Label Linkbase.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

101.DEF		XBRL Taxonomy Definition Linkbase.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BB&T CORPORATION (Registrant)

Date: November 2, 2012	By:	/s/ Daryl N. Bible
		Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 2, 2012	By:	/s/ Cynthia B. Powell
		Cynthia B. Powell, Executive Vice President and Corporate Controller (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description	Location

3(i)†		Articles of incorporation of the Registrant, as Restated February 25, 2009, and amended May 10, 2010, April 27, 2012, July 24, 2012 and October 26, 2012.	Filed herewith.

10.1†		2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Cynthia A. Williams.	Filed herewith.

10.2†		2012 Employment Agreement by and among BB&T Corporation, Branch Banking and Trust Co. and Willaim R. Yates.	Filed herewith.

11		Statement re: Computation of Earnings Per Share.	Filed herewith as Note 16.

12†		Statement re: Computation of Ratios.	Filed herewith.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101.INS		XBRL Instance Document.	Filed herewith.

101.SCH		XBRL Taxonomy Extension Schema.	Filed herewith.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.

101.LAB		XBRL Taxonomy Extension Label Linkbase.	Filed herewith.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.

101.DEF		XBRL Taxonomy Definition Linkbase.	Filed herewith.


†	Exhibit filed with the Securities and Exchange Commission and available upon request.

Exhibit 3(i)

BB&T CORPORATION

ARTICLES OF INCORPORATION

BB&T CORPORATION

Articles of Incorporation

(As Restated effective February 25, 2009)

ARTICLE I

The name of the Corporation is BB&T Corporation.

ARTICLE II

The period of duration of the Corporation shall be unlimited and perpetual.

ARTICLE III

The purposes for which the Corporation is organized are:

(a) To act as a holding company; to operate, serve and conduct business as a holding company of one or more banks and other corporations; to acquire and own shares of stock or other interests in other businesses and corporations of any lawful character including without limitation, banks, insurance agencies, mortgage loan and servicing businesses, data processing businesses, factoring businesses, credit card businesses, farm and forestry management and agency businesses, and other financially related businesses; to furnish services of all types to and for such banks, corporations and businesses; and as shareholder or as owner of other interests in such banks, corporations and businesses, to exercise all rights, powers and privileges of ownership incident thereto.

(b) To itself operate insurance agencies; to make and acquire mortgage loans and render mortgage loan services; to render data processing services; to render factoring services; to operate consumer and small loan businesses and to make, acquire and service consumer and small loans; to organize, operate and manage mutual funds; to render travel services; to operate credit card businesses; to acquire, own and lease all types of equipment and property; to engage in farming and forestry; to render farm and forestry management and agency services and to engage in and operate all types of farming, agricultural and forestry businesses; to lend its own money; to act as agent or broker in procuring and making loans; and to render financial, management and business services of all types.

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(c) To engage in, operate, conduct, perform or participate in every kind of financial, commercial, agricultural, mercantile, manufacturing, industrial, mining, transportation or other enterprise, business, work, contract, undertaking, venture, or operation.

(d) To carry on any other business to any extent and in any manner not prohibited by the laws of North Carolina, or, where the Corporation may seek to do business elsewhere, by local laws; and to engage in, operate and conduct any business which may be deemed adapted, directly or indirectly, to add to the profits of its principal businesses or to increase the value of its assets.

(e) To do all and everything necessary, suitable, expedient or proper for the accomplishment of any of the objects and purposes herein enumerated, or incidental to the powers herein named, or incidental to the protection or benefit of the Corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects or purposes of the Corporation, or which may be conveniently carried on in connection with any of the business of the Corporation, with all the powers now or hereafter conferred by the laws of North Carolina upon corporations of like character.

ARTICLE IV

The Corporation shall have the authority to issue 1,000,000,000 shares of Common Stock, par value $5.00 each, and 5,000,000 shares of Preferred Stock, par value $5.00 each. The designations of each class are as follows:

(a) The first class is Common Stock in the amount of 1,000,000,000 shares, par value $5.00 each share.

(b) The second class is Preferred Stock in the amount of 5,000,000 shares, par value $5.00 each share. The Preferred Stock may be issued from time to time in one or more series, and authority is expressly vested in the Board of Directors without action of shareholders to divide the Preferred Stock into series, to provide for the issuance thereof, and to fix and determine the relative rights, voting powers, preferences, limitations _, and designations of the shares of any series so established. Authority is expressly vested in the Board of Directors, without limitation, to determine: (1) The number of shares to constitute such series and the distinctive designation thereof; (2) The dividend rate, conditions and time of accrual and payment thereof, and the dividend preferences, if any, between the classes of stock and between the series of Preferred Stock; (3) Whether dividends shall be cumulative and, if so, the date from which dividends on each such series shall accumulate; (4) Whether, and to what extent, the holders of one or more series of Preferred Stock shall enjoy voting rights, if any, in addition to those prescribed by law; (5) Whether, and upon what terms, Preferred Stock will be convertible into or exchangeable for shares of any class or any other series of the same class; and (6) Whether, and upon what terms, the Preferred Stock, will be redeemable, and the preference, if any, to which the Preferred Stock will be entitled in the event of voluntary liquidation, dissolution or winding up of the Corporation.

6 ³ / ₄ % Cumulative Convertible Preferred Stock, Series A . The Corporation has designated 770,000 shares of the authorized but unissued shares of the Corporation’s Preferred Stock, par

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value $5.00 per share, as 6 ³ / ₄ % Cumulative Convertible Preferred Stock, Series A (the “Series A Preferred Stock”). The terms of the Series A Preferred Stock, in the respect in which the shares of such series may vary from shares of any and all other series of Preferred Stock, are as follows:

(1) Stated Value . The Series A Preferred Stock shall have a stated value of $100.00 per share.

(2) Dividends and Distributions .

(a) The holders of shares of Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of assets of the Corporation legally available for payment, cash dividends, accruing from the date of issuance, at the annual rate of $6.75 per share, and no more, payable quarterly on February 15, May 15, August 15, and November 15 of each year (each quarterly period ending on any such date being hereinafter referred to as a “dividend period”), commencing May 15, 1992. The initial dividend for the period commencing February 11, 1992 to, but not including, May 15, 1992, will be $1.7625 per share and will be payable on May 15, 1992. The date of initial issuance of share of Series A Preferred Stock is hereinafter referred to as the “Issue Date.” Dividends payable on the Series A Preferred Stock (i) for any period less than a full dividend period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months and (ii) for each full dividend period, shall be computed by dividing the annual dividend rate by four. Each such dividend will be payable to holders of record as they appear on the stock register of the Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment dates, as shall be fixed by the Board of Directors.

(b) Dividends on shares of Series A Preferred Stock shall be cumulative from the date of issue whether or not there shall be funds legally available for payment thereof. Accumulations of dividends on Series A Preferred Stock shall not bear interest. The Corporation shall not (i) declare or pay or set apart for payment any dividends or distributions on any stock ranking as to dividend junior to the Series A Preferred Stock (other than dividends paid in shares of capital stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation, dissolution or winding up or options, warrants or rights to subscribe for such junior stock) or (ii) make any purchase or redemption of, or any sinking fund payment for the purchase of, any stock ranking as to dividends on a parity with or junior to the Series A Preferred Stock (except by conversion into or exchange for capital stock of the Corporation ranking junior to the Series A Preferred Stock as to dividends and upon liquidation, dissolution or winding up) unless all dividends payable on all outstanding shares of Series A Preferred stock for all past dividend periods shall have been paid in full or declared and a sufficient sum set apart for payment thereof; provided, however, that any moneys theretofore deposited in any sinking fund with respect to any Preferred Stock of the Corporation in compliance with the provisions of such sinking fund may thereafter be applied to the purchase or redemption of such Preferred Stock in accordance with the terms of such sinking fund regardless of whether at the time of such application all dividends payable on all outstanding shares of Series A Preferred Stock shall have been paid in full or declared and a sufficient sum set apart for payment thereof.

(c) All dividends declared on shares of Series A Preferred Stock and any other class of Preferred Stock or series thereof ranking on a parity as to dividends with the Series A Preferred

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Stock shall be declared pro rata, so that the amount of dividends declared per share on the Series A Preferred Stock and such other Preferred Stock for the same dividend period, or for the dividend period of the Series A Preferred Stock ending within the dividend period of such other stock, shall, in all cases, bear to each other the same ratio that accrued dividends per share on shares of the Series A Preferred Stock and such other stock bear to each other.

(3) Liquidation Preferences .

(a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to shareholders an amount equal to $100.00 per share plus an amount equal to any accrued and unpaid dividends thereon to but excluding the date of such distribution, and no more, before any distribution shall be made to the holders of any class of stock of the Corporation ranking junior to the Series A Preferred Stock as to liquidation payments, but the holders of Series A Preferred Stock shall not be entitled to receive such distribution until the liquidation preference of any other shares of the Corporation’s capital stock ranking senior to the Series A preferred Stock with respect to rights upon liquidation, dissolution or winding up shall have been paid (or a sufficient sum set aside for payment thereof) in full.

(b) In the event the assets of the Corporation available for distribution to shareholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Series A Preferred Stock and any other shares of Preferred Stock of the Corporation ranking on a parity with the Series A Preferred Stock as to the distribution of assets, the holders of the Series A Preferred Stock and the holders of such other Preferred Stock shall share ratably in any distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled.

(c) The merger or consolidation of the Corporation into or with any other corporation, the merger or consolidation of any other corporation into or with the Corporation or the sale, lease or conveyance of all or part of the property or business of the Corporation shall not be deemed a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Paragraph 3.

(4) Redemption .

(a) The Corporation, at its option, may redeem any or all shares of Series A Preferred Stock at any time on or after March 1, 1996, at the redemption prices set forth below, plus an amount equal to accrued and unpaid dividends thereon to but excluding the date of redemption (the “Redemption Price”):

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Twelve month period Beginning March 1,	Redemption Price
1996	$	104.050
1997	$	103.375
1998	$	102.700
1999	$	102.025
2000	$	101.350
2001	$	100.675
2002 and thereafter	$	100.00

(b) If less than all the outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed shall be selected pro rata as nearly as practicable or by lot, or by such other method as the Board of Directors may determine to be equitable (with adjustments to avoid fractional shares).

(c) Notice of any redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of record of the shares of Series A Preferred Stock to be redeemed, at their respective addresses appearing on the books of the Corporation. Notice so mailed shall be conclusively presumed to have been duly given whether or not actually received. Such notice shall state: (i) the date fixed for redemption; (ii) the Redemption Price; (iii) that the holder has the right to convert such shares into Common Stock until the close of business on the redemption date; (iv) the then-effective conversion price and the place where certificates for such shares may be surrendered for conversion; (v) if less than all shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (vi) the place where certificates for such shares are to be surrendered for payment of the Redemption Price; and (vii) that after such date fixed for redemption the shares to be redeemed shall not accrue dividends.

(d) At the option of the Corporation, if notice of redemption is mailed as aforesaid, and if prior to the date fixed for redemption funds sufficient to pay in full the Redemption Price are deposited in trust, for the account of the holders of the shares to be redeemed, with a bank or trust company named in such notice doing business in the Borough of Manhattan, the City of New York, State of New York or the State of North Carolina and having capital surplus and undivided profits of at least $50 million (which bank or trust company also may be the transfer agent and/or paying agent for the Series A Preferred Stock) notwithstanding the fact that any certificate(s) for shares called for redemption shall not have been surrendered for cancellation, on and after such date of deposit the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, and all rights of the holders of such shares as shareholders of the Corporation shall cease, except the right of the holders thereof to convert such shares in accordance with the provisions of Paragraph 5 at any time prior to the close of business on the redemption date and the right of the holders thereof to receive out of the funds so deposited in trust the Redemption Price, without interest, upon such surrender of the certificate(s) representing such shares. Any funds so deposited with such bank or trust company in respect of shares of Series A Preferred Stock converted before the close of business on the redemption date shall be returned to the Corporation upon such conversion. Any funds so deposited with such bank or trust company which shall remain unclaimed by the holders of shares called for redemption at the end of two years after the redemption date shall be repaid to the Corporation,

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on demand, and thereafter the holder of any such shares shall look only to the Corporation for the payment, without interest, of the Redemption Price.

(e) Any provisions of this Paragraph 4 to the contrary notwithstanding, in the event that any quarterly dividend payable on the Series A Preferred Stock shall be in arrears and until all such dividends in arrears shall have been paid or declared and set apart for payment, the Corporation shall not redeem any shares of Series A Preferred Stock unless all outstanding

shares of Series A Preferred Stock are simultaneously redeemed and shall not purchase or otherwise acquire any shares of Series A Preferred Stock except in accordance with a purchase offer made by the Corporation on the same terms to all holders of record of Series A Preferred Stock.

(5) Conversion Rights . The holders of shares of Series A Preferred Stock shall have the right, at their option, to convert such shares into shares of Common Stock on the following terms and conditions:

(a) Shares of Series A Preferred Stock shall be convertible at any time on the basis of their stated value into fully paid and nonassessable shares of Common Stock at a conversion price of $16.93 per share of Common Stock (the “Conversion Price”). The Conversion Price shall be subject to adjustment from time to time as hereinafter provided. No payment or adjustment shall be made on account of any accrued and unpaid dividends on shares of Series A Preferred Stock surrendered for conversion prior to the record date for the determination of shareholders entitled to such dividends or on account of any dividends on the shares of Common Stock issued upon such conversion subsequent to the record date for the determination of shareholders entitled to such dividends. If any shares of Series A Preferred Stock shall be called for redemption, the right to convert the shares designated for redemption shall terminate at the close of business on the date fixed for redemption unless default is made in the payment of the Redemption Price. In the event of default in the payment of the Redemption Price, the right to convert the shares designated for redemption shall terminate at the close of business on the date that such default is cured.

(b) To convert shares of Series A Preferred Stock into Common Stock, the holder thereof shall surrender the certificate therefor, duly endorsed if the Corporation shall so require, or accompanied by appropriate instruments of transfer satisfactory to the Corporation, at the office of the Transfer Agent for the Series A Preferred Stock, or at such other office as may be designated by the Corporation, together with written notice that such holder irrevocably elects to convert such shares. Such notice shall also state the name and address in which such holder wishes the certificate for the shares of Common Stock issuable upon conversion to be issued. As soon as practicable after receipt of the Certificate representing the shares of Series A Preferred Stock to be converted and the notice of election to convert the same, the Corporation shall issue and deliver at said office a certificate or certificates for the number of whole shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock surrendered for conversion, together with a cash payment in lieu of any fraction of a share, as hereinafter provided, to the person entitled to receive the same. Shares of Series A Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the date such shares are surrendered for conversion and notice of election to convert the same is received by

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the Corporation in accordance with the foregoing provisions, and the person entitled to receive the Common Stock issuable upon such conversion shall be deemed for all purposes to the record holder of such common stock as of such date.

(c) In the case of any share of Series A Preferred Stock that is converted after any record date with respect to the payment of a dividend on the Series A Preferred Stock and on or prior to the date on which such dividend is payable by the Corporation (the “Dividend Due Date”) the dividend due on such Dividend Due Date shall be payable on such Dividend Due Date to the holder of record of such shares as of such preceding record date notwithstanding such conversion. Shares of Series A Preferred Stock surrendered for conversion during the period from the close of business on any record date with respect to the payment of a dividend on the Series A Preferred Stock next preceding any Dividend Due Date to the opening of business on such Dividend Due Date shall (except in the case of shares of Series A Preferred Stock which have been called for redemption on a redemption date within such period) be accompanied by payment in next-day funds or other funds acceptable to the Corporation of an amount equal to the dividend payable on such Dividend Due Date on the shares of Series A Preferred Stock being surrendered for conversion. The dividend with respect to a share of Series A Preferred Stock called for redemption on a redemption date during the period from the close of business on any record date with respect to the payment of a dividend on the Series A Preferred Stock next preceding any Dividend Due Date to the opening of business on such Dividend Due Date shall be payable on such Dividend Due Date to the holder of record of such shares of such dividend record date notwithstanding the conversion of such share of Series A Preferred Stock after such record date and prior to such Dividend Due Date, and the holder converting such share of Series A Preferred Stock need not include a payment of such dividend amount upon surrender of such share of Series A Preferred Stock for conversion. Except as provided in this paragraph, no payment or adjustment shall be made upon any conversion on account of any dividends accrued on shares of Series A Preferred Stock surrendered for conversion or on account of any dividends on the shares of Common Stock issued upon conversion.

(d) No fractional shares of Common Stock shall be issued upon conversion of any shares of Series A Preferred Stock. If more than one share of Series A Preferred Stock is surrendered at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares so surrendered. If the conversion of any shares of Series A Preferred Stock results in a fractional share of Common Stock, the Corporation shall pay cash in lieu thereof in an amount equal to such fraction multiplied by the closing price, as defined in subsection (vi) of Paragraph 5 (e) below, on the date on which the shares of Series A Preferred Stock were duly surrendered for conversion, or if such date is not a trading date, on the next succeeding trading date.

(e) The Conversion Price shall be adjusted from time to time as follows:

(i) In case the Corporation shall pay or make a dividend or other distribution on shares of Common Stock in Common Stock, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator

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shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the date following the date fixed for such determination. For purposes of this subsection, the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(ii) In case the Corporation shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in subsection (vi) below) of the Common Stock on the date fixed for the determination of shareholders entitled to receive such rights or warrants (other than pursuant to a dividend reinvestment plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this subsection (ii), the number of shares of Common Stock at anytime outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(iii) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(iv) In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in subsection (ii) above, any dividend or distribution paid in cash out of the retained earnings of the Corporation and any dividend or distribution referred to in subsection (i) above, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in subsection (vi) below) of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and shall be described in a statement filed with the Transfer Agent) of the portion of the evidences of indebtedness or assets so distributed applicable to one share of Common Stock and the denominator shall be such current market

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price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution.

(v) The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon consolidation or merger to which Paragraph 5 (g) below applies) shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of shareholders entitled to receive such distribution” within the meaning of subsection (iv) above), and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or combination becomes effective” within the meaning of subsection (iii) above).

(vi) For the purpose of any computation under subsections (ii) and (iv) above, the current market price per share of Common Stock on any day shall be deemed to be the average of the daily closing prices for the ten consecutive trading days selected by the Board of Directors commencing not more than 20 trading days before and ending not later than the day in question. The closing price for each day shall be the reported last sale price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on such exchange, on the principle national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotation National Market System or, if the Common Stock is not listed or admitted to trading any national securities exchange or quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose.

(vii) No adjustment in the Conversion Price for the Series A Preferred Shares shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this paragraph (vii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(f) Whenever the Conversion Price shall be adjusted as herein provided (i) the Corporation shall forthwith make available at the office of the Transfer Agent for the Series A Preferred Stock a statement describing in reasonable detail the adjustment, the facts requiring such adjustment and the method of calculation used; and (ii) the Corporation shall cause to be mailed by first class mail, postage prepaid, as soon as practicable to each holder of record of shares of Series A Preferred Stock a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price.

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(g) In the case of any consolidation or merger to which the Corporation is a party and as a result of which holders of Common Stock shall be entitled to receive securities, cash or other property with respect to or in exchange for such Common Stock, or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or in case of any reclassification or change in outstanding shares of Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), there will be no adjustment of the Conversion Price but the holder of each share of Series A Preferred Stock then outstanding will have the right thereafter to convert such share into the kind and amount of securities, cash, or other property which such holder would have owned or have been entitled to receive immediately after such consolidation or merger, sale or conveyance or reclassification or change had such share been converted immediately prior to the effective date of such consolidation or merger, sale or conveyance or reclassification or change. The adjustments described in this paragraph shall be subject to further adjustments as appropriate that shall be as nearly equivalent as may be practicable to the relevant adjustments provided for in Paragraph 5 (e) and this paragraph 5 (g). If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and property receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities or other property or assets (including cash) of an entity other than the successor or acquiring entity, as the case may be, in such consolidation, merger, sale or conveyance, then the Corporation shall enter into an agreement with such other entity for the benefit of the holders of Series A Preferred Stock that shall contain such provisions to protect the interests of such holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Paragraph 5 (g) shall similarly apply to successive consolidations, mergers, sales, exchanges, reclassifications or changes.

(h) The Corporation shall pay any taxes that may be payable in respect of the issuance of shares of Common Stock upon conversion of shares of Series A Preferred Stock, but the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance of shares of Common Stock in any name other than that in which the shares of Series A Preferred Stock so converted are registered, and the Corporation shall not be required to issue or deliver any such shares unless and until the person requesting such issuance shall have paid to the Corporation the amount of any such taxes, or shall have established to the satisfaction of the Corporation that such taxes have been paid.

(i) The Corporation may make such reductions in the Conversion Price, in addition to those required by subsections (i) through (iv) of Paragraph 5 (e) above, as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.

(j) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock the full number of shares of Common Stock issuable upon the conversion of all shares of Series A Preferred Stock then outstanding.

(k) In the event that:

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(i) the Corporation shall declare a dividend or any other distribution of its Common stock, payable otherwise than in cash out of retained earnings; or

(ii) the Corporation shall authorize the granting to the holders of its Common Stock of rights to subscribe for or purchase any shares of capital stock of any class or of any other rights; or

(iii) the Corporation shall purpose to effect any consolidation of the Corporation with or merger of the Corporation with or into any other corporation or a sale of the assets of the Corporation substantially as an entirety which would result in an adjustment under Paragraph 5 (g); the Corporation shall cause to be mailed to the holders of record of Series A Preferred Stock at least 20 days prior to the applicable date hereinafter specified a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined or (y) the date on which such consolidation, merger or sale is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such consolidation, merger or sale. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, consolidation, merger or sale.

(6) Voting Rights . Other than as required by applicable law, the Series A Preferred Stock shall not have any voting powers either general or special, except that:

(a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least two-thirds of all of the shares of the Series A Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Series A Preferred Stock shall vote together as a separate class, shall be necessary to (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of stock ranking prior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, (ii) authorize, create or issue, or increase the authorized or issued amount of, any class or series of stock (including any class or series of Preferred Stock) which ranks on a parity with the Series A Preferred Stock as to dividends and upon liquidation, dissolution or winding up (“Parity Stock”) unless the Articles of Incorporation creating or authorizing such class or series provide that if in any case the stated dividends or amounts payable upon liquidation, dissolution or winding up are not paid in full on the Series A Preferred Stock and all outstanding shares of Parity Stock, the shares of all Parity Stock shall share ratably in the payment of dividends, including accumulations (if any) in accordance with the sums which would be payable on all Parity Stock if all dividends in respect of all shares of Parity Stock were paid in full, and on any distribution of assets upon liquidation, dissolution or winding up ratably in accordance with the sums which would be payable in respect of all shares of Parity Stock if all sums payable were discharged in full, or (iii) amend, alter or repeal the provisions of the Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of such shares of Series A Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Preferred Stock or any outstanding series of Preferred Stock or any other capital stock

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of the Corporation, or the creation and issuance of other series of Preferred Stock including Series A Preferred Stock, or of any other capital stock of the Corporation, in each case ranking on a parity with or junior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

(b) Whenever, at any time or times, dividends payable on the shares of Series A Preferred Stock shall be in arrears in an amount equal to at least six full quarterly dividends, whether or not consecutive, on shares of the Series A Preferred Stock at the time outstanding, the holders of the outstanding shares of Series A Preferred Stock shall have the exclusive right, voting separately as a class together with all other series of cumulative Preferred Stock upon which like voting rights have been conferred and are exercisable, to elect two directors of the Corporation at the Corporation’s next annual meeting of shareholders and at each subsequent annual meeting of shareholders. At elections for such directors, each holder of Series A Preferred Stock shall be entitled to one vote for each share held. Upon the vesting of such right of the holder of Series A Preferred Stock, the maximum authorized number of members of the Board of Directors shall automatically be increased by two. The rights of the holders of the Series A Preferred Stock, voting separately as a class (either alone or together with the holders of shares of all other series of cumulative Preferred Stock upon which like voting rights have been conferred and are exercisable) to elect members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all dividends accumulated on the Series A preferred Stock shall have been paid in full, at which time such right shall terminate, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned.

(c) Each director elected pursuant to Paragraph (b) shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term all dividends accumulated on the Series A Preferred Stock shall have been paid in full. If the office of any director elected by the holders of Series A Preferred Stock voting as a class becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the remaining director elected by the holders of the Series A Preferred Stock voting as a class may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. Whenever the term of office of the directors elected by and the special voting powers vested in the holders of Series A Preferred Stock as provided in this section shall have expired, the number of directors shall be such number as may be provided for in the Articles of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of this section.

(7) Reacquired Shares . Shares of Series A Preferred Stock converted, redeemed, or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock without designation as to series.

(8) No Sinking Fund . Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

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(1) Designation and Amount . The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” and the number of share constituting such series initially shall be 2,000,000. Such number of shares may be increased or decreased by the Board of Directors; provided , that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Participating Preferred Stock.

(2) Dividends and Distributions

(a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock, in preference to the holders of Common Stock, par value $5 per share, of the Corporation (the “Common Stock”) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of February, May, August and November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In the event the Corporation shall on or at any time after December 17, 1996 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution on the Series B Junior Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, subject to the requirements of applicable law and the Articles of Incorporation, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B Junior

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Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Junior Participating Preferred Stock in an amount less that the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

(3) Voting Rights . The holders of shares of Series B Junior Participating Preferred Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth, each share of Series B Junior Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time on or after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except as otherwise provided herein, in any other amendment to the Articles of Incorporation of the Corporation or by law, the holders of shares of Series B Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one group on all matters submitted to a vote of shareholders of the Corporation.

(c) Except as set forth herein, holders of Series B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

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(4) Certain Restrictions .

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series B Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, redeem or purchase or otherwise acquire for consideration, or make any other distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock;

(ii) declare or pay dividends on, redeem, or purchase or otherwise acquire for consideration, or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, provided that there may be declared and paid ratably dividends on the Series B junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; and provided further that the Corporation may at any time redeem or purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Junior Participating Preferred Stock;

(iii) purchase or otherwise acquire for consideration any shares of Series B Junior Participating Preferred Stock, or redeem or purchase or otherwise acquire any shares of stock ranking on a parity with the Series B Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the Corporation (for the account of such subsidiary) to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

(c) No dividend shall be declared and paid, or set apart for payment on, any share of the Series B Junior Participating Preferred Stock or any share of any other series of Preferred Stock or any share of any class of stock, or series thereof, ranking on a parity with this Series as to dividends, for any dividend period unless at the same time a like proportionate dividend for the same dividend period, ratably in proportion to the respective dividends applicable thereto, shall be declared and paid, or set apart for payment on, all shares of this Series and all shares of all other series of Preferred Stock and all shares of any class, or series thereof, ranking on a

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parity with this Series as to dividends, then issued and outstanding and entitled to receive dividends.

(5) Reacquired Shares . Any shares of Series B Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock, subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation of the Corporation (including Articles of Amendment duly adopted in accordance with the North Carolina Business Corporation Act), creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

(6) Liquidation, Dissolution or Winding Up .

(a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series B Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series B Liquidation Preference”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) Series B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series B Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(c) In the event the Corporation shall at any time on or after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect

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immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(d) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Corporation, nor the merger, consolidation or statutory share exchange of the Corporation into or with any other corporation or the merger, consolidation or statutory share exchange of any other corporation into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, for the purposes of this paragraph 6.

(7) Statutory Share Exchange, Merger, Consolidation, etc .

In case the Corporation shall enter into any statutory share exchange, merger, consolidation, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time on or after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(8) No Redemption . The shares of Series B Junior Participating Preferred Stock shall not be redeemable.

(9) Ranking . The Series B Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

(10) Amendment . The Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Junior Participating Preferred Stock so as to affect them adversely, except in accordance with the provisions of Section 55-10-04 of the North Carolina Business Corporation Act, or as otherwise permitted by law.

(11) Fractional Shares . Series B Junior Participating Preferred Stock may be issued in fractions of a share (which shall be integral multiples of one one-hundredth of a share of Series B Junior Participating Preferred Stock), which shall entitle the holder, in proportion to such

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holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Junior Participating Preferred Stock.

(d) Fixed Rate Cumulative Perpetual Preferred Stock, Series C

(1) Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of the Corporation’s Preferred Stock, par value $5.00 per share, a series designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series C” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 3,134.

(2) Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of these Articles of Incorporation to the same extent as if such provisions had been set forth in full herein.

(3) Definitions . The following terms are used in this Articles of Incorporation (including the Standard Provisions in Annex A hereto) as defined below:

	(a)	“ Common Stock ” means the common stock, par value $5.00 per share, of the Corporation.
	(b)	“ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.
	(c)	“ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
	(d)	“ Liquidation Amount ” means $1,000,000 per share of Designated Preferred Stock.
	(e)	“ Minimum Amount ” means $783,410,000.
	(f)	“ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).
	(g)	“ Signing Date ” means November 14, 2008.

(4) Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

ARTICLE V

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The number and term of directors of the Corporation shall be fixed by or in accordance with the Bylaws.

ARTICLE VI

In addition to the general powers granted corporations under the laws of the State of North Carolina, the Corporation shall have full power and authority to do the following:

(a) To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking either wholly or in part the liabilities, of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares of any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of the Corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

(b) To subscribe or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporation or corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units or interest in, or in respect of, any trust estate, now or hereafter existing, and whether created by the laws of the State of North Carolina or any other state, territory or country; and to operate, manage and control such properties, or any of them either in the name of such other corporation or corporations or in the name of the Corporation, and while the owners of any of said shares of capital stock to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

(c) To promote or aid in any manner, financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held directly or indirectly by the Corporation, and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other act or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

(d) To acquire by purchase, subscription, exchange, or in any other lawful manner, and to hold, receive, use, mortgage, pledge, sell, assign, transfer, exchange, dispose of, and otherwise deal in and with securities (which term, for the purpose of this Article VI, includes, without limitation of the generality thereof, shares of stock, other shares, bonds, debentures, notes, mortgages, or other obligations, and certificates, receipts, warrants, or other instruments representing rights or options to receive, purchase or subscribe for any of the same, or

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representing any other rights or interests therein or in any property or assets) created or issued by any persons, firms, associations, trusts, partnerships, corporations, joint ventures, syndicates, or governments or subdivisions thereof; to pay for securities (as defined in this Article VI) (i) in cash, (ii) by exchange of shares of stock, bonds, or other evidences of indebtedness of the Corporation for such securities acquired, (iii) in cash and by such exchange of shares of stock, bonds or evidences of indebtedness, or (iv) in any other lawful manner; and to exercise, as owner or holder of any such securities as herein defined, any and all rights, powers and privileges in respect thereof.

ARTICLE VII

No holder of: (a) any shares of stock of any class of the Corporation, common or preferred, or (b) any options, rights or warrants to purchase any stock, or (c) any shares or obligations convertible into shares of any class shall be entitled as of right as such holder to purchase or to subscribe for any unissued shares of any class nor any increased shares to be issued by reason of any increase in the authorized capital stock of the Corporation, or any bonds, certificates of indebtedness, debentures, or other securities convertible into shares of stock of the Corporation or carrying any right to purchase shares of stock of any class, whether now or hereafter authorized; and no such holder shall have any preemptive or preferential right to purchase or to subscribe for any unissued, additional or increased shares or any such bonds, certificates of indebtedness, debentures or other securities; but any such unissued, additional or increased shares of stock, and any such bonds, certificates of indebtedness, debentures or other securities convertible into shares of stock or carrying any right to purchase shares may be issued, sold, exchanged or disposed of from time to time by authority of the Board of Directors of the Corporation to such persons, firms, or corporations and for such consideration and upon such terms as the Board of Directors in the exercise of its discretion shall from time to time determine and deem advisable.

ARTICLE VIII

The Board of Directors of the Corporation shall have power by vote of a majority of the directors then holding office and without the assent or vote of the shareholders to adopt, make, alter, amend and rescind the Bylaws of the Corporation.

ARTICLE IX

To the fullest extent permitted by the North Carolina Business Corporation Act, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation, its shareholders or otherwise for monetary damage for breach of his duty as a director. Any repeal or modification of this Article IX shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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ANNEX A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Articles of Incorporation. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Articles of Incorporation ” means the Articles of Incorporation relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as may be amended from time to time.

(d) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

(e) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(f) “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.

(g) “ Charter ” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

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(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(l) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “ Share Dilution Amount ” has the meaning set forth in Section 3(b).

(p) “ Standard Provisions ” mean these Standard Provisions that form a part of the Articles of Incorporation relating to the Designated Preferred Stock.

(q) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(r) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Articles of Incorporation, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but

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excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Articles of Incorporation).

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with

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a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of

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Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption .

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

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Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant articles of amendment for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock.

Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if

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less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred

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Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 ² / ₃ % of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Articles of Incorporation for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Articles of Incorporation for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation

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or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided, however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all

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purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Articles of Incorporation, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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STATE OF NORTH CAROLINA

Department of the Secretary of State

ARTICLES OF AMENDMENT

BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation.

1.	The name of the corporation is: BB&T Corporation.
2.	The text of the amendment adopted is as follows: the Articles of Incorporation are amended by deleting the number “ 1,000,000,000 ” in the first sentence and in clause (a) of Article IV and substituting the number “ 2,000,000,000 ” in lieu thereof. Accordingly, as amended:

(A) The first sentence of Article IV shall read in its entirety as follows:

“The Corporation shall have the authority to issue 2,000,000,000 shares of Common Stock, par value $5.00 each, and 5,000,000 shares of Preferred Stock, par value $5.00 each.”

(B) Clause (a) of Article IV shall read in its entirety as follows:

“(a) The first class is Common Stock in the amount of 2,000,000,000 shares, par value $5.00 each share.”

3.	The date of adoption of the amendment was April 27, 2010.
4.	The amendment was approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.
5.	These articles will be effective upon filing.

This the 10 ^th day of May, 2010.

	BB&T CORPORATION
	By:		/s/Frances B. Jones
			Frances B. Jones
			Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer

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ARTICLES OF AMENDMENT

BB&T CORPORATION

BB&T Corporation, a corporation organized and existing under the laws of the State of North Carolina (the “ Corporation ”), for the purpose of amending its articles of incorporation to fix the preferences, limitations and relative rights of a new series of its Preferred Stock in accordance with the provisions of Sections 55-6-02 and 55-10-06 of the North Carolina Business Corporations Act, hereby submits these Articles of Amendment:

1. The name of the corporation is: BB&T CORPORATION.

2. The following text will be added to Article IV of the articles of incorporation (as restated effective February 27, 2009 and amended effective May 10, 2010) of the Corporation to set forth the terms of the Corporation’s Series D Non-Cumulative Perpetual Preferred Stock, by adding a new section (e) to such Article IV:

(e) Series D Non-Cumulative Perpetual Preferred Stock .

Section 1. Designation . The designation of the series of preferred stock shall be Series D Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series D Preferred Stock ”). Each share of Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock. Series D Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series D Preferred Stock shall be 23,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series D Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation and by the filing of articles pursuant to the provisions of the North Carolina Business Corporation Act stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series D Preferred Stock.

Section 3. Definitions . As used herein with respect to Series D Preferred Stock:

“ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions are not authorized or obligated by law, regulation or executive order to close in New York, New York or Winston-Salem, North Carolina.

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“ Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

“ Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

“ Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

“ DTC ” means The Depository Trust Company, together with its successors and assigns.

“ Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series D Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

“ Parity Stock ” means any other class or series of stock of the Corporation that ranks on parity with Series D Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

“ Preferred Director ” shall have the meaning set forth in Section 7(c)(i) hereof.

“ Redemption Price ” shall have the meaning set forth in Section 6(a) hereof.

“ Regulatory Capital Treatment Event ” means the Corporation’s determination, in good faith, that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series D Preferred Stock, (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series D Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series D Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series D Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Appropriate Federal Banking Agency, as then in effect and applicable, for as long as any share of Series D Preferred Stock is outstanding.

“ Series D Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Section 4. Dividends.

(a) Rate . Holders of Series D Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series D Preferred Stock, and no more, payable quarterly in arrears on each February 1, May 1, August 1 or November 1; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other

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payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 5.85%. The record date for payment of dividends on the Series D Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding any other provision hereof, dividends on the Series D Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

(b) Non-Cumulative Dividends . Dividends on shares of Series D Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series D Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall not accrue or be payable for such Dividend Period, and the Corporation shall have no obligation to pay, and the holders of Series D Preferred Stock shall have no right to receive, dividends for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series D Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series D Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series D Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series D Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series D Preferred Stock and any Parity Stock, all dividends declared upon shares of Series D Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series D Preferred Stock, and accrued dividends, including

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any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series D Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series D Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series D Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights.

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series D Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series D Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series D Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series D Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series D Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series D Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series D Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

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other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption.

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series D Preferred Stock at the time outstanding, on the Dividend Payment Date on May 1, 2017 or on any Dividend Payment Date thereafter, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series D Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid (the “ Redemption Price ”). Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may provide notice of its intent to redeem, as provided in Subsection (b) below, all (but not less than all) of the shares of Series D Preferred Stock at the time outstanding at the Redemption Price applicable on such date of redemption.

(b) Notice of Redemption . Notice of every redemption of shares of Series D Preferred Stock shall be either (1) mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation or (2) transmitted by such other method approved by the Depositary Company, in its reasonable discretion, to the holders of record of such shares to be redeemed. Such mailing or transmittal shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series D Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed or transmitted as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail or other transmission, or any defect in such notice or in the mailing or transmittal thereof, to any holder of shares of Series D Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series D Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the Redemption Price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series D Preferred Stock at the time outstanding, the shares of Series D Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series D Preferred Stock in proportion to the number of Series D Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or

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any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series D Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series D Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series D Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the articles of incorporation or of any articles amendatory thereof or supplemental thereto (including any articles of amendment or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series D Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series D Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series D

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Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series D Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series D Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series D Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series D Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series D Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series D Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series D Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of shareholders or any special meeting of the holders of Series D Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series D Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series D Preferred

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Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders), call a special meeting of the holders of Series D Preferred Stock, and any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends and for which dividends have not been paid, for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the shareholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series D Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s shareholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the shareholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series D Preferred Stock and any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series D Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series D Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

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Section 8. Conversion. The holders of Series D Preferred Stock shall not have any rights to convert such Series D Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the articles of incorporation or these Articles of Amendment to the contrary, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series D Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series D Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series D Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series D Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund . Shares of Series D Preferred Stock are not subject to the operation of a sinking fund.

3. The amendment to the articles of incorporation contained herein was duly adopted by the Board of Directors of the Corporation on April 24, 2012 and the Executive and Risk Management Committee of the Board of Directors of the Corporation on April 26, 2012.

4. The amendment to the articles of incorporation contained herein does not require shareholder approval pursuant to Section 55-6-02 of the North Carolina Business Corporation Act because it creates a new series of shares of a class that has no outstanding shares and does not affect a series of a class of shares in one or more of the ways described in Section 55-10-04 of the North Carolina Business Corporation Act.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, BB&T Corporation has caused these Articles of Amendment to be signed by Hal S. Johnson, its Executive Vice President and Treasurer, this 26th day of April, 2012.

	BB&T CORPORATION

	By:		/s/ Hal S. Johnson
	Name: Hal S. Johnson
	Title: Executive Vice President and Treasurer

Signature Page to Articles of Amendment of BB&T Corporation

(Series D Non-Cumulative Perpetual Preferred Stock)

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ARTICLES OF AMENDMENT

BB&T CORPORATION

1. The name of the corporation is: BB&T CORPORATION.

2. The following text will be added to Article IV of the articles of incorporation (as restated effective February 27, 2009 and amended effective May 10, 2010 and as further amended effective April 27, 2012) of the Corporation to set forth the terms of the Corporation’s Series E Non-Cumulative Perpetual Preferred Stock, by adding a new section (f) to such Article IV:

(f) Series E Non-Cumulative Perpetual Preferred Stock .

Section 1. Designation. The designation of the series of preferred stock shall be Series E Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series E Preferred Stock ”). Each share of Series E Preferred Stock shall be identical in all respects to every other share of Series E Preferred Stock. Series E Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares. The number of authorized shares of Series E Preferred Stock shall be 46,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series E Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation and by the filing of articles pursuant to the provisions of the North Carolina Business Corporation Act stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series E Preferred Stock.

Section 3. Definitions. As used herein with respect to Series E Preferred Stock:

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“ Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

“ Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

“ Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

“ DTC ” means The Depository Trust Company, together with its successors and assigns.

“ Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

“ Parity Stock ” means any other class or series of stock of the Corporation that ranks on parity with Series E Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation and includes, without limitation, the Series D Preferred Stock for so long as (i) any Series D Preferred Stock is outstanding and (ii) the terms of the Series D Preferred Stock have not been amended to provide otherwise subsequent to the effective date of the Articles of Amendment that initially established the Series E Preferred Stock.

“ Preferred Director ” shall have the meaning set forth in Section 7(c)(i) hereof.

“ Redemption Price ” shall have the meaning set forth in Section 6(a) hereof.

“ Regulatory Capital Treatment Event ” means the Corporation’s determination, in good faith, that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series E Preferred Stock, (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series E Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series E Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series E Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Appropriate Federal Banking Agency, as then in effect and applicable, for as long as any share of Series E Preferred Stock is outstanding.

“ Series E Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Section 4. Dividends.

(a) Rate. Holders of Series E Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000

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per share of Series E Preferred Stock, and no more, payable quarterly in arrears on each February 1, May 1, August 1 or November 1; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series E Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series E Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 5.625%. The record date for payment of dividends on the Series E Preferred Stock shall be the 15 ^th calendar day before the applicable Dividend Payment Date, or such other record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be fixed by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation. The amount of dividends payable shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding any other provision hereof, dividends on the Series E Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

(b) Non-Cumulative Dividends. Dividends on shares of Series E Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series E Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall not accrue or be payable for such Dividend Period and the Corporation shall have no obligation to pay, and the holders of Series E Preferred Stock shall have no right to receive, dividends for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series E Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends. So long as any share of Series E Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series E Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series E Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside.

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When dividends are not paid in full upon the shares of Series E Preferred Stock and any Parity Stock, all dividends declared upon shares of Series E Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series E Preferred Stock, and accrued dividends, including any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series E Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series E Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series E Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series E Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series E Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series E Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series E Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series E Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series E Preferred Stock and all such Parity Stock.

(c) Residual Distributions. If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series E Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

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(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption.

(a) Optional Redemption. The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series E Preferred Stock at the time outstanding, on August 1, 2017 or on any Dividend Payment Date thereafter, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series E Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid (the “ Redemption Price ”). Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may provide notice of intent to redeem, as provided in Section (b) below, all (but not less than all) of the shares of Series E Preferred Stock at the time outstanding at the Redemption Price applicable on such date of redemption.

(b) Notice of Redemption. Notice of every redemption of shares of Series E Preferred Stock shall be either (1) mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation or (2) transmitted by such other method approved by the Depositary Company, in its reasonable discretion, to the holders of record of such shares to be redeemed. Such mailing or transmittal shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series E Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed or transmitted as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail or other transmission, or any defect in such notice or in the mailing or transmittal thereof, to any holder of shares of Series E Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series E Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the Redemption Price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

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(c) Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series E Preferred Stock in proportion to the number of Series E Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “ Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights. The holders of Series E Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series E Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the articles of incorporation or of any articles amendatory thereof or supplemental thereto (including any articles of amendment or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers,

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preferences, privileges or rights of the Series E Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series E Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series E Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series E Preferred Stock.

(b) Supermajority Voting Rights—Priority. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series E Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series E Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(c) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series E Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series E Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series E Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series E Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series E Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election. The election of the Preferred Directors will take place at any annual meeting of shareholders or any special meeting of the holders of Series E Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series E Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the

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Corporation may, and upon the written request of any holder of Series E Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders), call a special meeting of the holders of Series E Preferred Stock, and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and for which dividends have not been paid, for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the shareholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series E Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s shareholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series E Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the shareholders.

(iv) Termination; Removal. Whenever full dividends have been paid regularly on the Series E Preferred Stock and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series E Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series E Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

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Section 8. Conversion. The holders of Series E Preferred Stock shall not have any rights to convert such Series E Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank. Notwithstanding anything set forth in the articles of incorporation or these Articles of Amendment to the contrary, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series E Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series E Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase. Subject to the limitations imposed herein, the Corporation may purchase and sell Series E Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares. Shares of Series E Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund. Shares of Series E Preferred Stock are not subject to the operation of a sinking fund.

3. The amendment to the articles of incorporation contained herein was duly adopted by the Board of Directors of the Corporation on June 26, 2012 and the Executive and Risk Management Committee of the Board of Directors of the Corporation on June 26, 2012 and July 24, 2012.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, BB&T Corporation has caused these Articles of Amendment to be signed by Hal S. Johnson, its Executive Vice President and Treasurer, this 24 day of July, 2012.

	BB&T CORPORATION

	By:		/s/ Hal S. Johnson
	Name:		Hal S. Johnson
	Title:		Executive Vice President and Treasurer

Signature Page to Articles of Amendment of BB&T Corporation

(Series E Non-Cumulative Perpetual Preferred Stock)

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ARTICLES OF AMENDMENT

BB&T CORPORATION

1. The name of the corporation is: BB&T CORPORATION.

2. The following text will be added to Article IV of the articles of incorporation (as restated effective February 27, 2009, amended effective May 10, 2010, as further amended effective April 27, 2012, and as further amended July 25, 2012) of the Corporation to set forth the terms of the Corporation’s Series F Non-Cumulative Perpetual Preferred Stock, by adding a new section (g) to such Article IV:

(g) Series F Non-Cumulative Perpetual Preferred Stock .

Section 1. Designation . The designation of the series of preferred stock shall be Series F Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “ Series F Preferred Stock ”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 2. Number of Shares . The number of authorized shares of Series F Preferred Stock shall be 20,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation and by the filing of articles pursuant to the provisions of the North Carolina Business Corporation Act stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 3. Definitions . As used herein with respect to Series F Preferred Stock:

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“ Depositary Company ” shall have the meaning set forth in Section 6(d) hereof.

“ Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

“ Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

“ DTC ” means The Depository Trust Company, together with its successors and assigns.

“ Junior Stock ” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

“ Parity Stock ” means any other class or series of stock of the Corporation that ranks on parity with Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation and includes, without limitation, the Series D Non-Cumulative Perpetual Preferred Stock and Series E Non-Cumulative Perpetual Preferred Stock for so long as (i) any Series D Non-Cumulative Perpetual Preferred Stock and Series E Non-Cumulative Perpetual Preferred Stock is outstanding and (ii) the terms of the Series D Non-Cumulative Perpetual Preferred Stock and Series E Non-Cumulative Perpetual Preferred Stock have not been amended to provide otherwise subsequent to the effective date of the Articles of Amendment that initially established the Series F Preferred Stock.

“ Preferred Director ” shall have the meaning set forth in Section 7(c)(i) hereof.

“ Redemption Price ” shall have the meaning set forth in Section 6(a) hereof.

“ Regulatory Capital Treatment Event ” means the Corporation’s determination, in good faith, that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series F Preferred Stock, (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series F Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series F Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series F Preferred Stock then outstanding as “tier 1 capital” (or its

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equivalent) for purposes of the capital adequacy guidelines of the Appropriate Federal Banking Agency, as then in effect and applicable, for as long as any share of Series F Preferred Stock is outstanding.

“ Series F Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Section 4. Dividends .

(a) Rate . Holders of Series F Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on each February 1, May 1, August 1 or November 1; provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 5.200%. The record date for payment of dividends on the Series F Preferred Stock shall be the 15 ^th calendar day before the applicable Dividend Payment Date, or such other record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be fixed by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation. The amount of dividends payable shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding any other provision hereof, dividends on the Series F Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

(b) Non-Cumulative Dividends . Dividends on shares of Series F Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series F Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall not accrue or be payable for such Dividend Period and the Corporation shall have no obligation to pay, and the holders of Series F Preferred Stock shall have no right to receive, dividends for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

(c) Priority of Dividends . So long as any share of Series F Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside

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for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series F Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series F Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends are not paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series F Preferred Stock, and accrued dividends, including any accumulations, on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series F Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series F Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series F Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series F Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series F Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

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(b) Partial Payment . If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series F Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series F Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series F Preferred Stock and all such Parity Stock.

(c) Residual Distributions . If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series F Preferred Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

Section 6. Redemption .

(a) Optional Redemption . The Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series F Preferred Stock at the time outstanding, on November 1, 2017 or on any Dividend Payment Date thereafter, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series F Preferred Stock shall be $25,000 per share plus dividends that have been declared but not paid (the “ Redemption Price ”). Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may provide notice of intent to redeem, as provided in Section (b) below, all (but not less than all) of the shares of Series F Preferred Stock at the time outstanding at the Redemption Price applicable on such date of redemption.

(b) Notice of Redemption . Notice of every redemption of shares of Series F Preferred Stock shall be either (1) mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation or (2) transmitted by such other method approved by the Depositary Company, in its reasonable discretion, to the holders of record of such shares to be redeemed. Such mailing or transmittal shall be at least 30 days and not more than 60 days before the date fixed for

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redemption. Notwithstanding the foregoing, if the Series F Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed or transmitted as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail or other transmission, or any defect in such notice or in the mailing or transmittal thereof, to any holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the Redemption Price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the Redemption Price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series F Preferred Stock in proportion to the number of Series F Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

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repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

Section 7. Voting Rights . The holders of Series F Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

(a) Supermajority Voting Rights—Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series F Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the articles of incorporation or of any articles amendatory thereof or supplemental thereto (including any articles of amendment or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series F Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series F Preferred Stock.

(b) Supermajority Voting Rights—Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series F Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series F Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(c) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series F Preferred Stock (together with holders of any other class of the Corporation’s

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authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series F Preferred Stock and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends is a “ Preferred Director ”.

(ii) Election . The election of the Preferred Directors will take place at any annual meeting of shareholders or any special meeting of the holders of Series F Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series F Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series F Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders), call a special meeting of the holders of Series F Preferred Stock, and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and for which dividends have not been paid, for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

(iii) Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the shareholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series F Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s shareholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series F Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would

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be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the shareholders.

(iv) Termination; Removal . Whenever full dividends have been paid regularly on the Series F Preferred Stock and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, if any, for at least four consecutive Dividend Periods, then the right of the holders of Series F Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series F Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights , whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

Section 8. Conversion. The holders of Series F Preferred Stock shall not have any rights to convert such Series F Preferred Stock into shares of any other class of capital stock of the Corporation.

Section 9. Rank . Notwithstanding anything set forth in the articles of incorporation or these Articles of Amendment to the contrary, the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series F Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series F Preferred Stock as to dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

Section 10. Repurchase . Subject to the limitations imposed herein, the Corporation may purchase and sell Series F Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided , however , that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

Section 11. Unissued or Reacquired Shares . Shares of Series F Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

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Section 12. No Sinking Fund . Shares of Series F Preferred Stock are not subject to the operation of a sinking fund.

3. The amendment to the articles of incorporation contained herein was duly adopted by the Board of Directors of the Corporation on October 23, 2012 and the Executive and Risk Management Committee of the Board of Directors of the Corporation on October 23, 2012.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, BB&T Corporation has caused these Articles of Amendment to be signed by Hal S. Johnson, its Executive Vice President and Treasurer, this 26th day of October, 2012.

	BB&T CORPORATION

	By:		/s/ Hal S. Johnson
	Name:		Hal S. Johnson
	Title:		Executive Vice President and Treasurer

Signature Page to Articles of Amendment of BB&T Corporation

(Series F Non-Cumulative Perpetual Preferred Stock)

Exhibit 10.1

2012

EMPLOYMENT AGREEMENT

This 2012 EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into effective as of the 1st day of September, 2012, (the “ Effective Date ”), by and among BB&T CORPORATION , a North Carolina corporation (“ BB&T ”), BRANCH BANKING AND TRUST COMPANY , a North Carolina chartered commercial bank (“ BBTC ”), and CYNTHIA A. WILLIAMS , an individual (“ Executive ”). BB&T and BBTC are collectively referred to as the “ Employer ”.

RECITALS

WHEREAS , Employer and their Affiliates are engaged in the banking and financial services business; and

WHEREAS , Executive is experienced in, and knowledgeable concerning, the material aspects of such business; and

WHEREAS , Pursuant to the terms of an employment agreement effective as of January 1, 2010 (the “ Predecessor Agreement ”), Executive was previously employed as a Senior Vice President of BBTC; and

WHEREAS , effective June 24, 2010, Executive became employed as an Executive Vice President of BBTC; and

WHEREAS , effective August 28, 2012, Executive became employed as a Senior Executive Vice President of BB&T; and

WHEREAS, effective August 30, 2012, Executive became employed as a Senior Executive Vice President of BBTC; and

WHEREAS, BB&T, BBTC and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

EMPLOYMENT TERMS AND DUTIES .

1.1 Employment . Employer hereby employs Executive, and Executive hereby accepts employment by Employer commencing on the Effective Date, upon the terms and conditions set forth in this Agreement. Executive agrees to serve as (i) an employee of Employer and as an employee of one or more of Employer’s Affiliates; (ii) on such committees and task forces of the Employer (including, without limitation, BB&T’s Executive Management Team), as Executive may be appointed from time to time; and (iii) as a member of the Board of Directors of

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BB&T and/or BBTC as Executive may be appointed from time to time. Notwithstanding the foregoing, in no event shall the failure to appoint or reappoint Executive to any committee or task force or Board of Directors be considered or treated either as a breach of this Agreement by the Employer or as a termination of Executive’s employment.

1.2 Duties . Executive shall serve as a Senior Executive Vice President of BB&T and BBTC, and shall report to a designated Senior Executive Vice President (currently Steven B. Wiggs) of Employer. Executive shall have the authority, and perform the duties customarily associated with Executive’s title together with such additional duties of an executive nature as may from time to time be reasonably assigned by the designated Senior Executive Vice President of Employer or Employer’s Boards of Directors. Executive shall devote all of Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange.

1.3 Term . Subject to the provisions of Section 1.6 below, unless extended or shortened as provided in this Agreement, the term of employment of Executive under this Agreement shall commence on the Effective Date, and shall continue until the expiration of a period of thirty-six (36) consecutive months immediately following the Effective Date (the “ Term ”). As of the first day of each calendar month commencing October 1, 2012, this Agreement and Executive’s employment hereunder, shall be automatically extended (without any further action of or by Employer or Executive) for an additional successive calendar month; provided, however, that on any one month anniversary date, either Employer or Executive may serve notice to the other parties to fix the Term to a definite thirty-six (36) month period from the date of such notice and no further automatic extensions shall occur. Notwithstanding the foregoing, the Term shall not be extended beyond the first day of the calendar month next following the date on which Executive attains age sixty-five (65). The Term as it may be extended pursuant to this Section 1.3, or, as it may be shortened in accordance with Section 1.6, is hereinafter referred to as the “ Term ”.

1.4 Compensation and Benefits .

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installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $380,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.

1.4.2 Incentive Compensation. During the Term, Executive shall continue to participate in any bonus or incentive plans of Employer, whether any such plan provides for awards in cash or securities, made available to other executives of Employer similarly situated to Executive, as such plan or plans may be modified from time to time, or such other similar plans for which Executive may become eligible and designated a participant.

1.4.3 Employee Benefits. Executive shall be eligible to participate in such employee benefits plans and programs of Employer (such as retirement, sick leave, vacation, group disability, health, life, and accident insurance) as may be in effect from time to time (and subject to the terms thereof) during the Term as are afforded to other similarly situated executives of BB&T.

If, during the Term, Executive becomes eligible for benefits under the Pension Plan and retires, Executive shall be eligible to participate in the same retiree health care program provided to other retiring employees of BB&T who are also retiring at the same time. During the Compensation Continuance Period, Executive shall be deemed to be an “active employee” of Employer for purposes of participating in BB&T’s health care plan and for purposes of satisfying any age and service requirements under BB&T’s retiree health care program. Thus, if Executive has not satisfied either the age or service requirement (or both) under BB&T’s retiree health care program at the time payment of Executive’s Termination Compensation begins, but satisfies the age or service requirement (or both) at the time such Termination Compensation payments end, Executive shall be deemed to have satisfied the age or service requirement (or both) for purposes of BB&T’s retiree health care program as of the date Executive’s Termination Compensation payments end. For purposes of satisfying any service requirement under BB&T’s retiree health care program, Executive shall be credited with one year of service for each Computation Period which begins and ends during the Compensation Continuance Period.

1.5 Business Expenses . Employer shall, upon receipt from Executive of supporting receipts to the extent required by applicable income tax regulations and Employer’s reimbursement policies, reimburse Executive for all out-of-pocket business expenses reasonably incurred by Executive in connection with Executive’s employment hereunder.

1.6 Termination . Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon a date (the “ Termination Date ”) that is the earlier of (i) the expiration (as provided in Section 1.3) of the Term, or (ii) the occurrence of any of the following at the time set forth therefor:

1.6.1 Death . Executive’s employment and this Agreement shall automatically terminate upon Executive’s death.

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1.6.2 Retirement . Executive’s employment shall terminate automatically upon Executive’s Retirement.

1.6.3 Disability. Immediately upon the reasonable determination by Employer that Executive shall have been unable to substantially perform the essential functions of Executive’s duties by reason of a physical or mental disability, with or without reasonable accommodation, for a period of twelve (12) consecutive months (“ Disability ”); provided that prior to any such termination for Disability, the Boards of Directors of Employer shall have given Executive at least thirty (30) days’ advance written notice of Employer’s intent to terminate Executive due to Disability, and Executive shall not have returned to full-time employment by the thirtieth (30th) day after such notice (termination pursuant to this Section 1.6.3 being referred to herein as termination for Disability).

1.6.4 Voluntary Termination . Immediately upon the date specified in Executive’s written notice to Employer’s Boards of Directors of Executive’s voluntary termination of employment; provided, however, that Employer may accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Section 1.6.4 being referred to herein as “ Voluntary Termination ”).

1.6.5 Termination for Just Cause . Immediately following notice of termination for “Just Cause” (as defined below), specifying such Just Cause, given by Employer’s Boards of Directors (termination pursuant to this Section 1.6.5 being referred to herein as termination for “Just Cause”). “ Just Cause ” shall mean and be limited to any one or more of the following: Executive’s personal dishonesty; gross incompetence; willful misconduct; breach of a fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction of a felony or of a misdemeanor involving moral turpitude; unethical business practices in connection with Employer’s business; misappropriation of Employer’s or their Affiliates’ assets (determined on a reasonable basis) or material breach of any other provision of this Agreement; provided, that Executive has received written notice from Employer of such material breach and such breach remains uncured for a period of thirty (30) days after the delivery of such notice. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the best interests of Employer.

1.6.6 Termination Without Just Cause . Immediately upon the date specified in a written notice of termination without Just Cause from Employer’s Boards of Directors to Executive (termination pursuant to this Section 1.6.6 being referred to herein as termination “ Without Just Cause ”).

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suspend, with no reduction in pay or benefits, Executive from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as “ Good Reason Termination ”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “ Good Reason ”, which, as used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:

(i)

the assignment to Executive of duties inconsistent with the position and status of a Senior Executive Vice President of Employer; or

(ii)

a reduction by Employer in Executive’s annual Base Salary as then in effect; or

(iii)

the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, or adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Term; or

(iv)

any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement;

provided, however, that an event shall not constitute Good Reason unless , within ninety (90) days of the initial existence of an event, Executive gives Employer at least thirty (30) days’ prior written notice of such event setting forth a description of the circumstances constituting Good Reason and Employer fails to cure such within the thirty- (30-) day period following Employer’s receipt of such written notice.

1.6.8 No Other Remedies . Termination pursuant to this Agreement shall be in limitation of and with prejudice to any other right or remedy to which Executive may otherwise be entitled at law or in equity against Employer, its affiliates, and its agents, shareholders, employees, officers and directors.

1.6.9 Notice of Termination. A termination of Executive’s employment by Employer or Executive for any reason other than death shall be communicated by a written notice to the other parties, which written notice shall specify the effective date of termination.

1.7 Termination Compensation and Post-Termination Benefits.

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hereunder for Just Cause in accordance with Section 1.6.5 above, (i) Executive shall not be entitled to receive payment of, and Employer shall have no obligation to pay, any severance or similar compensation attributable to such termination (including, without limitation, Termination Compensation), other than Base Salary earned but unpaid; any bonuses and incentive compensation for the preceding year that was previously earned by Executive but unpaid on the Termination Date; accrued but unused vacation to the extent allowed by BB&T’s vacation pay policy; vested benefits under any Employer sponsored employee benefit plan; and any unreimbursed business expenses pursuant to Section 1.5 hereof incurred by Executive as of the Termination Date; (ii) Employer’s other obligations under this Agreement shall immediately cease; and (iii) except for termination as a result of Executive’s death, Executive agrees to comply with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.

1.7.2 Termination for Disability . In the case of a termination of Executive’s employment hereunder for Disability in accordance with Section 1.6.3 above, during the first twelve (12) consecutive months of the period of Executive’s Disability, Executive shall continue to earn all compensation (including bonuses and incentive compensation) to which Executive would have been entitled if Executive had not been disabled, such compensation to be paid at the time, in the amount, and in the manner provided in Section 1.4, inclusive of any compensation received pursuant to any applicable disability insurance plan of Employer. Thereafter, Executive shall receive only compensation to which Executive is entitled under any applicable disability insurance plan of Employer; and Executive shall have no right to receive any other compensation (such as Termination Compensation) or other benefits upon or after Executive’s Termination Date. In the event a dispute arises between Executive and Employer concerning Executive’s Disability or ability to continue or return to the performance of his duties as aforesaid, Executive shall submit, at the expense of Employer, to examination of a competent physician mutually agreeable to the parties, and such physician’s opinion as to Executive’s capability to so perform shall be final and binding upon Employer and Executive.

1.7.3 Termination Without Just Cause . In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.

(ii)

Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code

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Section 409A or other applicable law and the terms of such plan or arrangement.

(iii)

Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).

(iv)

During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available).

The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

1.7.4 Good Reason Termination . A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date.

(ii)

Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement.

(iii)

Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be

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designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).

(iv)

The Termination Compensation and other benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.4 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.4 from and after the date of such breach.

1.7.5 Change of Control. If the employment of Executive is terminated for any reason other than Just Cause or on account of Executive’s death, regardless of whether Employer or Executive initiates such termination, within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), Executive shall be entitled to the following Termination Compensation and benefits in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period.

(ii)

(iii)

(iv)

During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active

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employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible on the same terms as were in effect either (A) at his Termination Date, or (B) if such plans and programs in effect prior to the Change of Control or prior to the MOE Revocation were, considered together as a whole, materially more generous to the officers of Employer, than at the date of the Change of Control or at the date of the MOE Revocation, as the case may be; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available).

The Termination Compensation and other benefits provided for in this Section 1.7.5 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date, a Change of Control or MOE Revocation, as appropriate. If Executive incurs a termination of employment pursuant to this Section 1.7.5, Executive shall be subject to all of the provisions of Section 2 other than the noncompetition and nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section 2 of this Agreement, exclusive of the noncompetition and nonsolicitation provisions thereof, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.5 from and after the date of such breach.

Should the circumstances of the termination of the employment of Executive result in application of both Section 1.7.3 or Section 1.7.4 and this Section 1.7.5, this Section 1.7.5 shall be deemed to apply and control.

1.7.6 No Termination of Continuing Obligations . Termination of Executive’s employment relationship with Employer in accordance with the applicable provisions of this Agreement does not terminate those obligations imposed by this Agreement which are continuing obligations, including, without limitation, Executive’s obligations under Section 2; provided, however, that the noncompetition and nonsolicitation provisions of Section 2.1 shall be inapplicable upon Executive’s Termination Date if Executive’s employment is terminated pursuant to Section 1.7.5. Any provision of this Agreement which by its terms obligates Employer to make payments subsequent to termination of Executive’s Employment Term shall survive any such termination.

1.7.7 SERP . Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “ SERP ”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates Executive’s employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days

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after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement:

(i)

The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to Executive, may not be terminated, modified or amended without the express written consent of Executive. Thus, any amendment or modification to the SERP or the termination of the SERP shall be ineffective as to Executive unless Executive consents in writing to such termination, modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of Executive shall not be adversely affected because of any modification, amendment or termination of the SERP. In the event of any conflict between the terms of this Section 1.7.7(i) and the SERP, the provisions of this Section 1.7.7(i) shall prevail. Executive hereby agrees and consents to Employer’s amendment of the SERP to comply with Section 409A.

ADDITIONAL COVENANTS OF EXECUTIVE .

2.1 Noncompetition . Executive acknowledges and agrees that the duties and responsibilities to be performed by Executive under this Agreement are of a special and unusual character which have a unique value to Employer and their Affiliates, the loss of which cannot be adequately compensated by damages in any action in law. As a consequence of his unique position as Senior Executive Vice President of Employer, Executive also acknowledges and agrees that Executive will have broad access to Confidential Information, that Confidential Information will in fact be developed by Executive in the course of performing Executive’s duties and responsibilities under this Agreement, and that the Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, valuable, special and unique assets of Employer and their Affiliates. Executive further acknowledges and agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or developed by, Executive in the course of Executive’s employment will be such that Executive’s breach of the covenants contained in this Section 2.1 would immeasurably and irreparably damage Employer and their Affiliates regardless of where in the Restricted Area the activities constituting such breach were to occur. Thus, Executive acknowledges and agrees that it is both reasonable and necessary for the covenants in this Section 2.1 to apply to Executive’s activities throughout the Restricted Area. In recognition of the special and unusual character of the duties and responsibilities of Executive under this Agreement and as a material inducement to Employer to continue to employ Executive in this special and unique capacity, Executive covenants and agrees that, to the extent and subject to the limitations provided in this Section 2 (whichever portion may be applicable), including the limitation on the duration of the covenants therein contained, during the Term and upon termination of Executive’s employment for any reason, or upon the expiration of the Term, Executive shall not, on Executive’s own account or as an employee, associate, consultant, partner, agent, principal, contractor, owner, officer, director, member, manager or stockholder of any other Person who is engaged in the Business (collectively, the “ Restricted Persons ”), directly or indirectly, alone, for, or in combination with any one or more Restricted Persons, in one or a series of transactions:

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(i) serve in any capacity of any Person who is engaged in the Business in any state in the Restricted Area and who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;

(ii) provide consultative services to any Person who is engaged in the Business in any state in the Restricted Area and who is a direct competitor of Employer or of any Affiliate of Employer who is also engaged in the Business;

(iii) call upon any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during Executive’s employment with Employer for the purpose of soliciting or providing any product or service similar to that provided by Employer or their Affiliates;

(iv) solicit, divert, or take away, or attempt to solicit, divert or take away any of the depositors, customers or clients of Employer (or of any Affiliate who is also engaged in the Business) who were such at any time during the twelve-month period ending on the Termination Date whose needs Executive gained information about during Executive’s employment with Employer; or

(v) induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or their Affiliates.

Nothing in this Section 2.1 shall be read to prohibit an investment described in the last sentence of Section 1.2.

2.2 Non-Disclosure of Confidential Information; Non-Disparagement . During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee of Employer, any Confidential Information obtained by Executive while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use Executive’s best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of Executive’s duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by Executive during the Term belongs exclusively to Employer and not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive

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shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents.

2.3 Use of Unauthorized Software . During the Term, Executive shall not knowingly load any unauthorized software into Executive’s computer (whether personal or owned by Employer). Executive may request that Employer purchase, register and install certain software or other digital intellectual property, but Executive may not copy or install such software or intellectual property himself. Executive acknowledges that certain software and digital intellectual property is Confidential Information of Employer and Executive agrees, in accordance with Section 2.2, to keep such software and intellectual property confidential and not to use it except in furtherance of Employer’s Business or the operations of Employer or its Affiliates.

2.4 Removal of Materials . During the Term and at any time thereafter, and except as may be required or deemed necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee of Employer, Executive shall not copy, dispose of or remove from Employer or their Affiliates any depositor, customer or client lists, software, computer programs or other digital intellectual property, books, records, forms, data, manuals, handbooks or any other papers or writings relating to the Business or the operations of Employer or their Affiliates.

2.5 Work Product . Employer alone shall be entitled to all benefits, profits and results arising from or incidental to Executive’s Work Product (as defined in this section 2.5). To the greatest extent possible, any work product, property, data, documentation, inventions or information or materials prepared, conceived, discovered, developed or created by Executive in connection with performing Executive’s responsibilities during the Term (“ Work Product ”) shall be deemed to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A.§ 101 et seq. , as amended, and owned exclusively by Employer. Executive hereby unconditionally and irrevocably transfers and assigns to Employer all intellectual property or other rights, title and interest Executive may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product. Executive agrees to execute and deliver to Employer any transfers, assignments, documents or other instruments which may reasonably be necessary or appropriate to vest complete title and ownership of any Work Product and all associated rights exclusively in Employer. Employer shall have the right to adapt, change, revise, delete from, add to and/or rearrange the Work Product or any part thereof written or created by Executive, and to combine the same with other works to any extent, and to change or substitute the title thereof, and in this connection Executive hereby waives the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which Executive may now or later have by virtue of the law of any locality, state, nation, treaty, convention or other source. Unless otherwise specifically agreed, Executive shall not be entitled to any compensation in addition to that provided for in this Agreement for any exercise by Employer of its rights set forth in this Section 2.5. In the event any Work Product qualifies for protection under the United States Patent Act, 35 U.S.C. § 1 et. seq. , as amended, and Executive agrees to bear the cost of seeking a patent from the U.S. Patent Office, Employer agrees, upon the

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issuance of such patent and upon receipt from Executive of reimbursement of all costs and expenses related to obtaining such patent, to assign the patent to Executive. Executive hereby grants to Employer a royalty-free, perpetual, irrevocable license to any such patent obtained by Executive in accordance with the preceding sentence.

2.6 Interpretation; Remedies . Consistent with Section 3.8 of this Agreement, the covenants contained in this Section 2 (the “ Covenants ”) shall be construed and interpreted in any judicial proceeding to permit their enforcement to the maximum extent permitted by law and each of the Covenants is severable and independently enforceable without reference to the enforceability of any other Covenants. Further, if any provision of the Covenants or of this Section 2 is held by a court of competent jurisdiction to be overbroad as written, Executive specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court. Executive agrees that the restraints imposed by this Section 2 are fair and necessary to prevent Executive from unfairly taking advantage of contacts established, nurtured, serviced, enhanced or promoted and knowledge gained during Executive’s employment with Employer and their Affiliates, and are necessary for the reasonable and proper protection of Employer and their Affiliates and that each and every one of the restraints is reasonable with respect to the activities prohibited, the duration thereof, the Restricted Area, the scope thereof, and the effect thereof on Executive and the general public. Executive acknowledges that the Covenants will not cause an undue burden on Executive. Executive further acknowledges that violation of any one or more of the Covenants would immeasurably and irreparably damage Employer and their Affiliates, and, accordingly, Executive agrees that for any violation or threatened violation of any of such Covenants, Employer shall, in addition to any other rights and remedies available to it, at law or otherwise (including, without limitation, the recovery of damages from Executive), be entitled to specific performance and an injunction to be issued by any court of competent jurisdiction enjoining and restraining Executive from committing any violation or threatened violation of the Covenants. Executive hereby consents to the issuance of such injunction and agrees to submit to the equitable jurisdiction of any court of competent jurisdiction, without reference to whether Executive resides or does business in that jurisdiction at the time such injunction is sought or entered.

2.7 Notice of Covenants . Executive agrees that prior to accepting employment with any other Person during the Term or during the two-year period following the termination of his employment with Employer, Executive shall provide Employer with written notice of his intent to accept such employment, which notice shall include the name of the prospective employer, the business engaged in or to be engaged in by the prospective employer, and the position Executive intends to accept with the prospective employer. In addition, Executive shall provide such prospective employer with written notice of the existence of this Agreement and the Covenants.

MISCELLANEOUS.

3.1 Notices . All notices, requests, and other communications to any party under this Agreement must be in writing (including telefacsimile transmission or similar writing) and shall be given to such party at his, her or its address or telefacsimile number set forth below or at such other address or telefacsimile number as such party may hereafter specify for the purpose of giving notice to the other party:

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If to the Executive, to:

If to the Employer, to:

BB&T Corporation

Branch Banking and Trust Company

200 West Second Street

Winston-Salem, NC 27101

Facsimile: (336) 733-2189

Attention: General Counsel

Each such notice, request, demand or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 3.1. Delivery of any notice, request, demand or other communication by telefacsimile shall be effective when received if received during normal business hours on a business day. If received after normal business hours, the notice, request, demand or other communication will be effective at 10:00 a.m. on the next business day.

3.2 Entire Agreement . This Agreement expresses the whole and entire agreement between the parties with reference to the employment and service of Executive and supersedes and replaces any prior employment agreements (including, without limitation, the Predecessor Agreement), understandings or arrangements (whether written or oral) among Employer and Executive. Without limiting the foregoing, Executive agrees that this Agreement satisfies any rights Executive may have had under any prior agreement or understanding (including, without limitation, the Predecessor Agreement) with Employer with respect to Executive’s employment by Employer.

3.3 Waiver; Modification . No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The parties further agree that the provisions of this Section 3.3 may not be waived except as herein set forth.

3.4 Amendment . This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

3.5 No Third Party Beneficiary . The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and Employer’s successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.

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3.6 No Assignment; Binding Effect; No Attachment . This Agreement and the obligations undertaken herein shall be binding upon and shall inure to the benefit of any successors or assigns of Employer, and shall be binding upon and inure to the benefit of Executive’s heirs, executors, administrators, and legal representatives. Executive shall not be entitled to assign or delegate any of Executive’s obligations or rights under this Agreement; provided, however, that nothing in this Section 3.6 shall preclude Executive from designating a beneficiary to receive any benefit payable under this Agreement upon Executive’s death. Except as otherwise provided in this Agreement or required by applicable law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

3.7 Headings . The headings of paragraphs and sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

3.8 Severability . Employer and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too broad to be enforced as written, Employer and Executive intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by illegal, invalid, or unenforceable provisions or by their severance.

3.9 Governing Law . The parties intend that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be governed by and construed in accordance with and under and pursuant to the laws of the State of North Carolina without regard to conflicts of law principles thereof and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of North Carolina shall be applicable and shall govern to the exclusion of the law of any other forum. Any action, special proceeding or other proceeding with respect to this Agreement shall be brought exclusively in the federal or state courts of the State of North Carolina, and by execution and delivery of this Agreement, Executive and Employer irrevocably consent to the exclusive jurisdiction of those courts and Executive hereby submits to personal jurisdiction in the State of North Carolina. Executive and Employer irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this

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Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

3.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

3.11 Withholding . Employer shall deduct and withhold all federal, state, local and employment taxes and any other similar sums required by applicable law, or in accordance with the applicable provisions of Employer’s employee benefit plans, to be withheld from any payments made pursuant to the terms of this Agreement.

3.12 Definitions . Wherever used in this Agreement, including, but not limited to, the Recitals, the following terms shall have the meanings set forth below (unless otherwise indicated by the context) and such meanings shall be applicable to both the singular and plural form (except where otherwise expressly indicated):

a. “Affiliate” means a Person or person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person or person.

b. “ Business ” means the banking business, which business includes, but is not limited to, the consumer, savings, and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business.

c. “Change of Control” the earliest of the following dates:

(i)

the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its Affiliates, excluding employee benefit plans of Employer, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) 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

(ii)

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 any two-year period during the Term constitute BB&T’s Board of Directors, plus new directors whose election or nomination for

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election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period (“ Continuing Directors ”), cease for any reason during such two-year period to constitute at least two-thirds (2/3) of the members of such Board of Directors; or

(iii)

the date the shareholders of BB&T approve a merger, share exchange or consolidation of BB&T with any other corporation or entity 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 or consolidation; or

(iv)

the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or

(v)

the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.c) which BB&T’s Board of Directors determines should constitute a Change of Control.

Notwithstanding the foregoing, the term “Change of Control” shall not include any event which the Board of Directors of BB&T (or, if the event described in clause (ii) above has occurred, a majority of the Continuing Directors), prior to the occurrence of such event, specifically determines, for the purpose of this Agreement or employment agreements with other executives that contain substantially similar provisions, is a “merger of equals” (regardless of the form of the transaction), unless a majority of the Continuing Directors revokes such specific determination within one year after occurrence of the event that otherwise would constitute a Change in Control (a “ MOE Revocation ”). The parties to this Agreement agree that any determination concerning whether a transaction is a “merger of equals” shall be solely within the discretion of the Board of Directors of BB&T or a majority of the Continuing Directors, as the case may be.

d. “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.

e. “Commencement Month” means the first day of the calendar month next following the month in which Executive’s Termination Date occurs.

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Commencement Month or, if the Term had previously been fixed by the Employee to a definite three- (3-) year period, the expiration of the remaining period in such fixed Term.

g. “Computation Period” means the twelve (12) consecutive month period beginning with the Commencement Month and, thereafter, beginning with each annual anniversary of the Commencement Month.

h. “Confidential Information” means all non-public information that has been created, discovered, obtained, developed or otherwise become known to Employer or their Affiliates other than through public sources, including, but not limited to, all competitively-sensitive information, all inventions, processes, data, computer programs, software, databases, know-how, digital intellectual property, marketing plans, business and sales plans and strategies, training programs and procedures, acquisition prospects, customer lists, diagrams and charts and similar items, depositor lists, clients lists, credit information, budgets, projections, new products, information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter 66, §§152 to 162, and other information owned by the Employer or their Affiliates which is not public information.

i. “Excise Tax” means the excise tax on excess parachute payments under Section 4999 of the Code (or any successor or similar provision thereof), including any interest or penalties with respect to such excise tax.

j. “Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may either be amended from time to time or terminated

k. “Person” means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

l. “ Restricted Area ” means the continental United States.

m. “ Retirement ” and “ retires ” means voluntary termination by Executive of Executive’s employment with Employer upon satisfaction of the requirements for early retirement or normal retirement under the Pension Plan.

n. “Termination Compensation” means a monthly cash amount equal to one-twelfth (1/12 ^th ) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

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o. “Termination Date” means the date Executive’s employment with Employer is terminated, and which termination is a “separation from service” within the meaning of Section 409A.

p. “Termination Year” means the calendar year in which Executive’s Termination Date occurs.

3.13 Code Section 409A .

a. In General. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (“ Section 409A ”) or an exemption or exclusion therefrom. The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections Executive may have to the amendments required by Section 409A.

b. Specified Employee . Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of

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nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

c. Reimbursements and In-Kind Benefits . Notwithstanding any other provision of the applicable plans and programs, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) the amount of expenses eligible for reimbursement and the provision of benefits in kind during a calendar year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (ii) the reimbursement for an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense is incurred; (iii) the right to reimbursement or right to in-kind benefit is not subject to liquidation or exchange for another benefit; and (iv) each reimbursement payment or provision of in-kind benefit shall be one of a series of separate payments (and each shall be construed as a separate identified payment) for purposes of Section 409A.

d. Miscellaneous Section 409A Compliance . All payments to be made to Executive upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A) of Executive; and phrases in this Agreement such as “termination of employment,” “Executive’s termination,” “terminated,” and similar phrases shall mean a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) Executive may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to Executive, or any portion thereof, shall be permitted.

3.14 Attorneys’ Fees . In the event any dispute shall arise between Executive and Employer as to the terms or interpretations of this Agreement, whether instituted by formal legal proceedings or otherwise, including any action taken by Executive to enforce the terms of this Agreement or in defending against any action taken by Employer, Employer shall reimburse Executive for all reasonable costs and expenses, including reasonable attorneys’ fees, arising from such dispute, proceeding or action, if Executive shall prevail in any action initiated by Executive or shall have acted reasonably and in good faith in defending against any action initiated by Employer. Such reimbursement shall be paid within ten (10) days of Executive’s furnishing to Employer written evidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by Executive. Any such request for reimbursement by Executive shall be made no more frequently than at sixty (60) day intervals.

3.15 Joint and Several Obligations. To the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.

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or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s “base amount.” As used herein, “ parachute payment ” has the meaning ascribed to it in Section 280G(b)(2) of the Code, without regard to Code Section 280G(b)(2)(A)(ii); and “ base amount ” has the meaning ascribed to it in Code Section 280G and the regulations thereunder as modified by EESA and Treasury guidance under Section 111 of EESA such that references to “change in ownership or control” are treated as references to an “applicable severance from employment.” If the “ present value ”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such aggregate “parachute payments” exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Employer in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions and benefits being subject to Excise Tax. All calculations required to be made under this Section 3.16 shall be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s), distribution(s) and benefit(s) described above (the “ Accounting Firm ”). BB&T shall cause the Accounting Firm to provide detailed supporting calculations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely by BB&T. Such payments, distributions and benefits will be reduced by Employer in accordance with the following order of priority: (i) first , “Full Credit Payments” (as defined below) will be reduced in reverse chronological order such that the payment owed on the latest date following the occurrence of the event triggering the reduction will be the first payment to be reduced until such payment is reduced to zero, and then the payment owed on the next latest date following occurrence of the event triggering the reduction will be the second payment to be reduced until such payment is equal to zero, and so forth, until all such Full Credit Payments have been reduced to zero, and (ii) second , “Partial Credit Payments” (as defined below) will be reduced in reverse chronological order in the same manner as “Full Credit Payments” are reduced. “ Full Credit Payment ” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces the amount of a “parachute payment” by one dollar ($1.00). “Partial Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces the amount of a parachute payment by an amount that is less than one dollar ($1.00). For clarification purposes only, a “Partial Credit Payment” would include a stock option as to which vesting is accelerated upon an event that triggers the reduction, where the in the money value of the option exceeds the value of the option acceleration that is added to the parachute payment.

3.17 Recitals . The Recitals to this Agreement are a part of this Agreement.

[The balance of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date, but on the actual dates indicated below.

BB&T CORPORATION		BRANCH BANKING AND TRUST COMPANY

By:	/s/ Christopher L. Henson	By:	/s/ Christopher L. Henson
Name:	Christopher L. Henson	Name:	Christopher L. Henson
Title:	Chief Operating Officer	Title:	Chief Operating Officer
Date:	October 19, 2012	Date:	October 19, 2012


		CYNTHIA A. WILLIAMS

		/s/ Cynthia A. Williams
		Signature
		Date:	October 17, 2012

Exhibit 10.2

2012

EMPLOYMENT AGREEMENT

This 2012 EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into effective as of the 1st day of September, 2012, (the “ Effective Date ”), by and among BB&T CORPORATION , a North Carolina corporation (“ BB&T ”), BRANCH BANKING AND TRUST COMPANY , a North Carolina chartered commercial bank (“ BBTC ”), and WILLIAM R. YATES , an individual (“ Executive ”). BB&T and BBTC are collectively referred to as the “ Employer ”.

RECITALS

WHEREAS , Employer and their Affiliates are engaged in the banking and financial services business; and

WHEREAS , Executive is experienced in, and knowledgeable concerning, the material aspects of such business; and

WHEREAS , Pursuant to the terms of an employment agreement effective as of January 1, 2010 (the “ Predecessor Agreement ”), Executive was previously employed as an Executive Vice President of BBTC; and

WHEREAS , effective August 28, 2012, Executive became employed as a Senior Executive Vice President of BB&T; and

WHEREAS, effective August 30, 2012, Executive became employed as a Senior Executive Vice President of BBTC; and

WHEREAS, BB&T, BBTC and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein.

AGREEMENT

EMPLOYMENT TERMS AND DUTIES .

1.1 Employment . Employer hereby employs Executive, and Executive hereby accepts employment by Employer commencing on the Effective Date, upon the terms and conditions set forth in this Agreement. Executive agrees to serve as (i) an employee of Employer and as an employee of one or more of Employer’s Affiliates; (ii) on such committees and task forces of the Employer (including, without limitation, BB&T’s Executive Management Team), as Executive may be appointed from time to time; and (iii) as a member of the Board of Directors of BB&T and/or BBTC as Executive may be appointed from time to time. Notwithstanding the foregoing, in no event shall the failure to appoint or reappoint Executive to any committee or task

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force or Board of Directors be considered or treated either as a breach of this Agreement by the Employer or as a termination of Executive’s employment.

1.2 Duties . Executive shall serve as a Senior Executive Vice President of BB&T and BBTC, and shall report to the Chief Operating Officer of Employer. Executive shall have the authority, and perform the duties customarily associated with Executive’s title together with such additional duties of an executive nature as may from time to time be reasonably assigned by the Chief Operating Officer of Employer or Employer’s Boards of Directors. Executive shall devote all of Executive’s business time, attention, knowledge and skills solely to the business and interests of Employer and their Affiliates and shall not be otherwise employed. Executive shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time including, without limitation, conflict of interest policies. Employer and their Affiliates shall be entitled to all of the benefits, profits and other emoluments arising from or incident to all work, services and advice of Executive, and Executive shall not, during the Term, become interested, directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, employee or in any other capacity in any other business similar to the business of Employer and their Affiliates. Nothing contained herein shall be deemed, however, to prevent or limit the right of Executive to invest in a business similar to the business of Employer and their Affiliates if such investment is limited to less than one (1) percent of the capital stock or other securities of any corporation or similar organization whose stock or securities are publicly owned or are regularly traded on any public exchange.

1.4 Compensation and Benefits .

1.4.1 Base Salary. In consideration of all of (i) the services rendered to Employer and Employer’s Affiliates hereunder by Executive, and (ii) Executive’s covenants hereunder, Employer shall, during the Term, pay Executive a salary at the annual rate of Three Hundred Eighty Thousand Dollars ($380,000) (the “ Base Salary ”), payable in equal cash installments in accordance with Employer’s regular payroll practices, but no less frequently than monthly. The $380,000 annual Base Salary may be increased, but not decreased without the written consent of Executive, from time to time in the sole discretion of Employer and any such

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increased “Base Salary” shall thereafter constitute “Base Salary” for purposes of this Agreement, and may not thereafter be reduced without the written consent of Executive.

1.6.1 Death . Executive’s employment and this Agreement shall automatically terminate upon Executive’s death.

1.6.2 Retirement . Executive’s employment shall terminate automatically upon Executive’s Retirement.

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1.6.7 Good Reason Termination . Subject to the following, thirty (30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided, however , that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as

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“ Good Reason Termination ”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “ Good Reason ”, which, as used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:

(i)

the assignment to Executive of duties inconsistent with the position and status of a Senior Executive Vice President of Employer; or

(ii)

a reduction by Employer in Executive’s annual Base Salary as then in effect; or

(iii)

(iv)

any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement;

1.7 Termination Compensation and Post-Termination Benefits.

1.7.1 Expiration of Term, Retirement, Voluntary Termination, Termination for Just Cause, or Termination for Death . In the case of termination of Executive’s employment hereunder due to the expiration of the Term in accordance with Section 1.6(i) above, or Executive’s death in accordance with Section 1.6.1 above, or Executive’s Retirement in accordance with Section 1.6.2 above, or Executive’s Voluntary Termination of employment hereunder in accordance with Section 1.6.4 above, or a termination of Executive’s employment hereunder for Just Cause in accordance with Section 1.6.5 above, (i) Executive shall not be entitled to receive payment of, and Employer shall have no obligation to pay, any severance or similar compensation attributable to such termination (including, without limitation, Termination

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Compensation), other than Base Salary earned but unpaid; any bonuses and incentive compensation for the preceding year that was previously earned by Executive but unpaid on the Termination Date; accrued but unused vacation to the extent allowed by BB&T’s vacation pay policy; vested benefits under any Employer sponsored employee benefit plan; and any unreimbursed business expenses pursuant to Section 1.5 hereof incurred by Executive as of the Termination Date; (ii) Employer’s other obligations under this Agreement shall immediately cease; and (iii) except for termination as a result of Executive’s death, Executive agrees to comply with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date.

(i)

(ii)

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(iii)

(iv)

(i)

(ii)

(iii)

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(iv)

(i)

Executive shall receive Termination Compensation each month during the Compensation Continuance Period.

(ii)

(iii)

(iv)

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of Employer generally are eligible on the same terms as were in effect either (A) at his Termination Date, or (B) if such plans and programs in effect prior to the Change of Control or prior to the MOE Revocation were, considered together as a whole, materially more generous to the officers of Employer, than at the date of the Change of Control or at the date of the MOE Revocation, as the case may be; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available).

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(i) The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to Executive, may not be terminated, modified or amended without the express written consent of Executive. Thus, any amendment or modification to the SERP or the termination of the SERP shall be ineffective as to Executive unless Executive consents in writing to such termination, modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of Executive shall not be adversely affected because of any modification, amendment or termination of the SERP. In the event of any conflict between the terms of this Section 1.7.7(i) and the SERP, the provisions of this Section 1.7.7(i) shall prevail. Executive hereby agrees and consents to Employer’s amendment of the SERP to comply with Section 409A.

ADDITIONAL COVENANTS OF EXECUTIVE .

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(v) induce or attempt to induce any employee of Employer or their Affiliates to terminate employment with Employer or their Affiliates.

Nothing in this Section 2.1 shall be read to prohibit an investment described in the last sentence of Section 1.2.

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statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents.

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MISCELLANEOUS.

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If to the Executive, to:

If to the Employer, to:

BB&T Corporation

Branch Banking and Trust Company

200 West Second Street

Winston-Salem, NC 27101

Facsimile: (336) 733-2189

Attention: General Counsel

3.4 Amendment . This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party hereto.

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may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

3.10 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

c. “Change of Control” the earliest of the following dates:

(i)

(ii)

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combination of the foregoing, individuals who at the beginning of any two-year period during the Term constitute BB&T’s Board of Directors, plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period (“ Continuing Directors ”), cease for any reason during such two-year period to constitute at least two-thirds (2/3) of the members of such Board of Directors; or

(iii)

(iv)

the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or

(v)

the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.c) which BB&T’s Board of Directors determines should constitute a Change of Control.

d. “Code” means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.

e. “Commencement Month” means the first day of the calendar month next following the month in which Executive’s Termination Date occurs.

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f. “Compensation Continuance Period” means the time period commencing with the Commencement Month and ending on the earlier of (1) or (2), where (1) is the first day of the month in which the Employee attains age sixty-five (65), and (2) is the date that coincides with the expiration of the thirty-six (36) consecutive month period which began with the Commencement Month or, if the Term had previously been fixed by the Employee to a definite three- (3-) year period, the expiration of the remaining period in such fixed Term.

g. “Computation Period” means the twelve (12) consecutive month period beginning with the Commencement Month and, thereafter, beginning with each annual anniversary of the Commencement Month.

j. “Pension Plan” means the BB&T Corporation Pension Plan, a tax qualified defined benefit pension plan, as the same may either be amended from time to time or terminated

k. “Person” means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

l. “ Restricted Area ” means the continental United States.

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exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

o. “Termination Date” means the date Executive’s employment with Employer is terminated, and which termination is a “separation from service” within the meaning of Section 409A.

p. “Termination Year” means the calendar year in which Executive’s Termination Date occurs.

3.13 Code Section 409A .

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is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

3.15 Joint and Several Obligations. To the extent permitted by applicable law, all obligations of the Employer under this Agreement shall be joint and several.

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3.16 No Excise Tax . Anything in this Agreement to the contrary notwithstanding, Executive and Employer agree that in no event shall the present value of all payments, distributions and benefits provided (including, without limitation, the acceleration of exercisability of any stock option) to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise which constitute a “parachute payment” when aggregated with other payments, distributions, and benefits which constitute “parachute payments,” exceed two hundred ninety-nine percent (299%) of Executive’s “base amount.” As used herein, “ parachute payment ” has the meaning ascribed to it in Section 280G(b)(2) of the Code, without regard to Code Section 280G(b)(2)(A)(ii); and “ base amount ” has the meaning ascribed to it in Code Section 280G and the regulations thereunder as modified by EESA and Treasury guidance under Section 111 of EESA such that references to “change in ownership or control” are treated as references to an “applicable severance from employment.” If the “ present value ”, as defined in Code Sections 280G(d)(4) and 1274(b)(2), of such aggregate “parachute payments” exceeds the 299% limitation set forth herein, such payments, distributions and benefits shall be reduced by Employer in accordance with the order of priority set forth below so that such reduced amount will result in no portion of the payments, distributions and benefits being subject to Excise Tax. All calculations required to be made under this Section 3.16 shall be made by any nationally recognized accounting firm which is BB&T’s outside auditor immediately prior to the event triggering the payment(s), distribution(s) and benefit(s) described above (the “ Accounting Firm ”). BB&T shall cause the Accounting Firm to provide detailed supporting calculations to BB&T and Executive. All fees and expenses of the Accounting Firm shall be borne solely by BB&T. Such payments, distributions and benefits will be reduced by Employer in accordance with the following order of priority: (i) first , “Full Credit Payments” (as defined below) will be reduced in reverse chronological order such that the payment owed on the latest date following the occurrence of the event triggering the reduction will be the first payment to be reduced until such payment is reduced to zero, and then the payment owed on the next latest date following occurrence of the event triggering the reduction will be the second payment to be reduced until such payment is equal to zero, and so forth, until all such Full Credit Payments have been reduced to zero, and (ii) second , “Partial Credit Payments” (as defined below) will be reduced in reverse chronological order in the same manner as “Full Credit Payments” are reduced. “ Full Credit Payment ” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces the amount of a “parachute payment” by one dollar ($1.00). “Partial Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces the amount of a parachute payment by an amount that is less than one dollar ($1.00). For clarification purposes only, a “Partial Credit Payment” would include a stock option as to which vesting is accelerated upon an event that triggers the reduction, where the in the money value of the option exceeds the value of the option acceleration that is added to the parachute payment.

3.17 Recitals . The Recitals to this Agreement are a part of this Agreement.

[The balance of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date, but on the actual dates indicated below.

BB&T CORPORATION		BRANCH BANKING AND TRUST COMPANY

By:	/s/ Christopher L. Henson	By:	/s/ Christopher L. Henson
Name:	Christopher L. Henson	Name:	Christopher L. Henson
Title:	Chief Operating Officer	Title:	Chief Operating Officer
Date:	October 19, 2012	Date:	October 19, 2012


		William R. Yates

		/s/ William Rufus Yates
		Signature
		Date:	October 19, 2012

Exhibit 12
BB&T Corporation
Earnings To Fixed Charges

			Nine Months
			Ended September 30,				Years Ended December 31,
			2012		2011		2011		2010		2009		2008		2007

				(Dollars in millions)
Earnings:
Income before income taxes			$	2,036	$	1,144	$	1,628	$	969	$	1,036	$	2,079	$	2,582
Plus:
	Fixed charges			907		1,108		1,442		1,855		2,254		3,052		4,068
Less:
	Dividends/accretion on preferred stock (1)			45		―		―		―		146		29		―
	Noncontrolling interest			36		34		43		38		24		10		12
	Capitalized interest			―		―		―		―		―		2		4
Earnings, including interest on deposits				2,862		2,218		3,027		2,786		3,120		5,090		6,634

Less:
	Interest on deposits			333		473		610		917		1,271		1,891		2,620
Earnings, excluding interest on deposits			$	2,529	$	1,745	$	2,417	$	1,869	$	1,849	$	3,199	$	4,014

Fixed charges:
	Interest expense		$	810	$	1,061	$	1,378	$	1,795	$	2,040	$	2,969	$	4,014
	Capitalized interest			―		―		―		―		―		2		4
	Interest portion of rent expense			52		47		64		60		68		52		50
	Dividends/accretion on preferred stock (1)			45		―		―		―		146		29		―
		Total fixed charges		907		1,108		1,442		1,855		2,254		3,052		4,068
Less:
	Interest on deposits			333		473		610		917		1,271		1,891		2,620
	Total fixed charges excluding interest on
		deposits	$	574	$	635	$	832	$	938	$	983	$	1,161	$	1,448

Earnings to fixed charges:
	Including interest on deposits			3.16x		2.00x		2.10x		1.50x		1.38x		1.67x		1.63x

	Excluding interest on deposits			4.41x		2.75x		2.91x		1.99x		1.88x		2.76x		2.77x


(1)	Dividends on preferred stock have been grossed up by the effective tax rate for the period.

Exhibit 31.1

CERTIFICATIONS

I, Kelly S. King, certify that:

I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2012

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Daryl N. Bible, certify that:

I have reviewed this Quarterly Report on Form 10-Q of BB&T Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2012

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Chief Financial Officer of BB&T Corporation (the “Company”), do hereby certify that

(1)

The Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2012 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2012

/s/ Kelly S. King

Kelly S. King

Chairman and Chief Executive Officer

/s/ Daryl N. Bible

Daryl N. Bible

Senior Executive Vice President and

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to BB&T Corporation and will be retained by BB&T Corporation and furnished to the Securities and Exchange Commission or its staff upon request.