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BB&T Corp – ‘PRER14A’ on 3/11/09

On:  Wednesday, 3/11/09, at 3:10pm ET   ·   Accession #:  1193125-9-50737   ·   File #:  1-10853

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/11/09  BB&T Corp                         PRER14A                1:1.5M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material     HTML   1.01M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

BB&T Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Explanatory Note:  These revised preliminary proxy materials are being filed to attach a copy of the 2004 Stock Plan (as defined below) in an electronic format as an appendix to the Proxy Statement and to update stock price information as of March 9, 2009.

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BB&T CORPORATION

March     , 2009

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of BB&T Corporation scheduled for 11:00 A.M. Eastern Daylight Time on Tuesday, April 28, 2009, at Embassy Suites, 460 North Cherry Street, Winston-Salem, North Carolina 27101. The matters scheduled for consideration at the meeting are described in detail in the Notice of Annual Meeting of Shareholders and the Proxy Statement. In order to be sure your shares are voted at the meeting if you cannot attend, please complete, sign and return the enclosed proxy card or vote by using the telephone or the Internet as soon as possible.

Enclosed with the proxy materials is a copy of our Annual Report on Form 10-K, which includes, among other required disclosures, the Corporation’s financial statements for the year ended December 31, 2008. Also included in the package is a 2008 Annual Review that contains additional information about the Corporation, including financial highlights, our letter to shareholders and other selected financial data.

We trust that this presentation will satisfy your informational needs, and, at the same time, provide you with a better understanding of both the financial history and strategic direction of BB&T Corporation.

Sincerely,

John A. Allison IV Chairman

Kelly S. King President and Chief Executive Officer

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BB&T CORPORATION

200 West Second Street

Winston-Salem, North Carolina 27101

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 28, 2009

TO THE SHAREHOLDERS OF

BB&T CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of BB&T Corporation (the “Corporation” or “BB&T”) will be held on Tuesday, April 28, 2009, at 11:00 A.M. Eastern Daylight Time, at Embassy Suites, 460 North Cherry Street, Winston-Salem, North Carolina 27101, for the following purposes:

Pursuant to the provisions of the North Carolina Business Corporation Act, February 25, 2009 has been fixed as the record date for the determination of holders of BB&T Common Stock entitled to notice of and to vote at the Annual Meeting of Shareholders or any adjournment thereof. Accordingly, only shareholders of record at the close of business on the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. It is important that your shares of BB&T Common Stock be represented at this meeting to help ensure the presence of a quorum.

A copy of our Annual Report on Form 10-K, containing the financial statements of the Corporation for the year ended December 31, 2008, accompanies these proxy materials.

By Order of the Board of Directors

John A. Allison IV

Chairman

Kelly S. King President and Chief Executive Officer

March     , 2009

Even if you plan to attend the Annual Meeting in person, please vote your shares of BB&T Common Stock by dating and signing the enclosed proxy and promptly mailing your proxy in the postage-paid, self-addressed envelope enclosed for this purpose. Alternatively, you may vote your shares of BB&T Common Stock by proxy by using the Internet or telephone as described in the proxy statement and on the form of proxy. If you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

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BB&T CORPORATION

200 West Second Street

Winston-Salem, North Carolina 27101

PROXY STATEMENT

GENERAL INFORMATION

The enclosed proxy, for use at the Annual Meeting of Shareholders to be held April 28, 2009, at the Embassy Suites, 460 North Cherry Street, Winston-Salem, North Carolina 27101, at 11:00 A.M. Eastern Daylight Time, and any adjournment thereof (the “Annual Meeting”), is solicited on behalf of the Board of Directors of BB&T Corporation (the “Corporation” or “BB&T”). The approximate date that these proxy materials are first being sent to shareholders is March     , 2009. All expenses incurred in this solicitation will be paid by the Corporation. In addition to the Corporation soliciting proxies by mail, over the Internet and by telephone, the Corporation’s directors, officers and employees may solicit proxies on behalf of the Corporation without additional compensation. The Corporation has engaged Laurel Hill Advisory Group, LLC to act as its proxy solicitor and has agreed to pay it approximately $12,500 plus reasonable expenses for such services. Banks, brokerage houses and other institutions, nominees and fiduciaries will be requested to forward the proxy materials to beneficial owners and to obtain authorization for the execution of proxies. Upon request, the Corporation will reimburse such parties for their reasonable expenses in forwarding proxy materials to beneficial owners.

Delivery of Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to shareholders, the Corporation is relying upon Securities and Exchange Commission (“SEC”) rules that permit it to deliver only one proxy statement and annual report to multiple shareholders who share an address, unless the Corporation receives contrary instructions from any shareholder at that address. All shareholders sharing an address will continue to receive separate proxy cards based on their registered ownership of BB&T Common Stock. Any shareholder sharing such an address who does not receive an individual proxy statement and annual report may write or call BB&T Shareholder Services as specified below and the Corporation will promptly send the materials to the shareholder at no cost. For future meetings, a shareholder may request separate copies of the Corporation’s proxy statement and annual report or request that the Corporation only send one set of these materials if the shareholder is receiving multiple copies, by contacting BB&T Shareholder Services, P.O. Box 1290, Winston-Salem, North Carolina 27102, or by telephoning BB&T Shareholder Services toll-free at 1-800-213-4314.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 28, 2009

A copy of this Proxy Statement is available on the Corporation’s website at http://www.bbt.com/bbt/about/financialprofile/proxystatement.html. Also available at the Corporation’s website is the 2008 Annual Review, which highlights summary financial information about BB&T, and various reports that BB&T files with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2008.

Voting Methods

The accompanying proxy is for use at the Annual Meeting if a shareholder either is unable to attend in person or will attend but wishes to vote by proxy. Shares may be voted by completing the enclosed proxy card and mailing it in the postage-paid envelope provided, voting over the Internet or using a toll-free telephone number. Please refer to the proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available. Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., Eastern Daylight Time, on April 27, 2009. Specific instructions to be followed by any shareholder interested in voting via the Internet or telephone

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are shown on the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate a shareholder’s identity and to allow a shareholder to vote his or her shares and confirm that his or her instructions have been properly recorded. If a shareholder’s proxy does not reference Internet or telephone information because the shareholder is not the registered owner of the shares, the shareholder should complete and return the paper proxy card in the self-addressed, postage-paid envelope provided. The proxy may be revoked by a shareholder at any time before it is exercised by filing with the Corporate Secretary of BB&T an instrument revoking it, filing a duly executed proxy bearing a later date (including a proxy given over the Internet or by telephone), or by attending the meeting and electing to vote in person.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. If you are a shareholder of record and choose to attend the Annual Meeting, please be prepared to present a photo I.D. or other satisfactory proof of identification for entrance into the meeting. If you hold your shares in street name and plan to attend the Annual Meeting, please be prepared to present a recent proxy or letter validating your ownership of the shares from your bank, broker or other nominee that holds your shares and a photo I.D. or other satisfactory proof of identification for entry into the meeting.

Record Date; Shares Outstanding

Pursuant to the provisions of the North Carolina Business Corporation Act, February 25, 2009 has been fixed as the record date for the determination of holders of BB&T Common Stock entitled to notice of and to vote at the Annual Meeting. Each share of BB&T Common Stock issued and outstanding on February 25, 2009 is entitled to one vote on all proposals at the meeting, except that shares held in a fiduciary capacity by Branch Banking and Trust Company (“Branch Bank”) and certain other BB&T affiliates may only be voted in accordance with the instruments creating the fiduciary capacity. As of the close of business on February 25, 2009, there were 560,409,465 shares of BB&T Common Stock outstanding and entitled to vote.

Quorum; Votes Required

In order to conduct the Annual Meeting, a majority of shares of BB&T Common Stock outstanding at the record date must be present in person or by proxy. This is called a quorum. Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting.

Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. New York Stock Exchange (“NYSE”) rules allow banks, brokers and other nominees to vote shares held by them for a customer on matters that the NYSE determines to be routine, even though the bank, broker or other nominee has not received instructions from the customer. A broker “non-vote” occurs when a bank, broker or other nominee has not received voting instructions from the customer and the bank, broker or other nominee cannot vote the shares because the matter is not considered a routine matter under NYSE rules.

If a shareholder provides specific voting instructions, his or her shares will be voted as instructed. If a shareholder holds shares in his or her name and returns a properly executed proxy without giving specific voting instructions, the shareholder’s shares will be voted “FOR” Proposals 1, 2, 3 and 4, and “AGAINST” Proposal 5, as recommended by the Corporation’s Board of Directors. If a shareholder holds shares in his or her name and does not return valid proxy instructions or vote in person at the Annual Meeting, such shares will not be voted. If a shareholder holds shares in the name of a bank, broker or other nominee, and the shareholder does not give that nominee instructions on how he or she wants the shares to be voted, the nominee generally has the authority to vote the shares on certain “routine” matters as described above. At the Annual Meeting if the shareholder does not timely provide instructions for voting the shares, BB&T expects that the nominee will be able to vote uninstructed shares on Proposals 1, 3 and 4, but will not be able to vote such shares on Proposals 2 and 5. If any

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other matters are properly presented for consideration at the Annual Meeting, the persons named as attorneys-in-fact and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.

In Proposal 1, seventeen director nominees have been recommended for election to the Board by the Corporation. Directors are elected by a plurality of the votes cast at the Annual Meeting. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be elected at the meeting. Shares not voted, whether by marking “ABSTAIN” on the proxy card or otherwise, will have no impact on the election of directors. A properly executed proxy will be voted “FOR” each of the seventeen nominees for director unless you mark the proxy card “WITHHOLD ALL” or “FOR ALL EXCEPT.” Marking the proxy card “WITHHOLD ALL” will withhold your vote as to all nominees for director. Marking the proxy card “FOR ALL EXCEPT” will direct that your shares be voted for all nominees except that your shares will be withheld as to the nominees that you specify. The Board would take into serious consideration the fact that a member or members of the Board of Directors received significant “WITHHOLD” votes in the director election at the upcoming Annual Meeting in determining the slate of directors for election at the Annual Meeting of Shareholders in 2010. Abstentions and broker “non-votes” will not be included in vote totals and will not affect the outcome of the vote.

A majority of votes cast at the Annual Meeting is required to approve Proposal 2 relating to amendments to and certain federal tax-related re-approvals of the BB&T Corporation 2004 Stock Incentive Plan, Proposal 3 regarding an advisory proposal on BB&T’s pay-for-performance executive compensation program and Proposal 4 regarding ratification of the appointment of the Corporation’s independent registered public accounting firm. Abstentions and broker “non-votes” will not be counted as votes cast on Proposals 2, 3 and 4. A majority of votes cast at the Annual Meeting is required to approve Proposal 5, a shareholder proposal regarding majority voting in director elections. Abstentions and broker “non-votes” will not be counted as votes cast on Proposal 5.

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SECURITY OWNERSHIP

The table below sets forth the beneficial ownership of BB&T Common Stock by all directors, the Named Executive Officers as set forth below under “Compensation of Executive Officers—2008 Summary Compensation Table” (collectively, the “NEOs”) and all directors and executive officers of the Corporation as a group as of February 25, 2009. Unless otherwise indicated, all persons listed below have sole voting and investment powers over all shares beneficially owned. No shareholder is known to the Corporation to be the beneficial owner of more than five percent of the outstanding shares of BB&T Common Stock as of February 25, 2009.

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PROPOSAL 1—ELECTION OF DIRECTORS

The Corporation’s bylaws provide that the number of directors shall be not less than three nor more than twenty-five, as determined from time to time by the Board of Directors. The Corporation’s Board of Directors currently consists of seventeen persons.

Each of the seventeen nominees listed below for election as a director of the Corporation currently serves on the Board of Directors. The nominees, if elected, will each serve for a one-year term expiring at the Annual Meeting of Shareholders in 2010.

In connection with the merger of One Valley Bancorp, Inc. into the Corporation in 2000, the Corporation agreed in the merger agreement that J. Holmes Morrison, a director, would be named to the Corporation’s Board of Directors to serve for so long as he is elected and qualifies, subject to the right of removal for cause, and that Mr. Morrison would be appointed to serve on the Executive and Risk Management Committee during such tenure. Pursuant to the terms of the merger agreement, the Corporation’s Board is re-nominating Mr. Morrison to serve for a one-year term that will expire at the Annual Meeting of Shareholders in 2010.

The Corporation’s bylaws permit the Board of Directors to appoint new directors to the Board to fill vacancies on the Board and to serve until such time as the director is nominated for election to the Board at the next Annual Meeting of Shareholders. Pursuant to such bylaws, the Board of Directors appointed Kelly S. King on August 26, 2008 to serve as a member of the Board and he is a nominee for election as a director of the Corporation for a one-year term that will expire at the Annual Meeting of Shareholders in 2010. Also on August 26, 2008, the Board of Directors voted unanimously that Mr. King would succeed Mr. Allison as BB&T’s Chief Executive Officer, effective January 1, 2009.

Under the Corporation’s director retirement policy, a director is permitted to serve through the calendar year in which such director reaches age 70.

The persons named as attorneys-in-fact in the accompanying proxy are expected to vote to elect the seventeen nominees listed below as directors, unless authority to so vote is withheld. Although the Corporation’s Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees occurs, it is intended that shares of BB&T Common Stock represented by proxies will be voted for the election of a substitute nominee selected by the persons named as attorneys-in-fact in the accompanying proxy or the Board may reduce the number of persons to be elected by the number of persons unable to serve. Holders of BB&T Common Stock do not have cumulative voting rights in the election of directors.

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The names of the nominees for election to the Corporation’s Board of Directors, their principal occupations for at least the previous five years, and certain other information with respect to such persons are set forth below.

NOMINEES FOR ELECTION AS DIRECTORS FOR A ONE-YEAR TERM EXPIRING IN 2010

		Name, Age, Principal Occupation During the Past Five Years, Certain Other Directorships, Committee Memberships and Residence		Director of BB&T or BB&T Financial(1) Since
		JOHN A. ALLISON IV (60). Chairman of BB&T Corporation since 1989; Chief Executive Officer of BB&T Corporation and Chairman and Chief Executive Officer of Branch Bank from 1989 to December 2008; Member of the Executive and Risk Management Committee; Lewisville, North Carolina.		1986
		JENNIFER S. BANNER (49). Chief Executive Officer of Schaad Companies, LLC (diversified holding company) since 2008; President of SchaadSource, LLC since June 2006 and Chief Executive Officer of SchaadProperties from 2005 through June 2006 (real estate construction and development); CPA and Principal of Pershing Yoakley & Associates, P.C. (public accounting) from 1987 to January 2005; Member of the Compensation Committee and the Nominating and Corporate Governance Committee; Knoxville, Tennessee.		2003
		ANNA R. CABLIK (56). President of Anasteel & Supply Company, LLC (reinforcing steel fabricator) since 1994; President of Anatek Inc. (general contractor) since 1982; Director of Georgia Power Company since 2001; Member of the Audit Committee; Marietta, Georgia.		2004
		NELLE R. CHILTON (69). Director (since 1993) and President (since 2003) of Dickinson Fuel Company, Inc. (property management); Director (since 1986) and Vice President (since 1993) of TerraCo, Inc. and TerraCare, Inc. (commercial landscaping); Director (since 1991) and Vice President (since 1994) of TerraSalis, Inc. (retail landscaping); Vice President of Dickinson Fuel Company, Inc. from 1993 to 2003; Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee; Charleston, West Virginia.		2000

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		Name, Age, Principal Occupation During the Past Five Years, Certain Other Directorships, Committee Memberships and Residence		Director of BB&T or BB&T Financial(1) Since
		RONALD E. DEAL (65). Chairman of Wesley Hall, Inc. (furniture manufacturer) since 1990; Member of the Compensation Committee and the Nominating and Corporate Governance Committee; Hickory, North Carolina.		1986
		TOM D. EFIRD (69). President of Standard Distributors, Inc. (beverage wholesaler) since 1967; Chair of the Compensation Committee and member of the Nominating and Corporate Governance Committee; Gastonia, North Carolina.		1982
		BARRY J. FITZPATRICK (69). Chairman, Board of Trustees, Marymount University since 2002; Chairman of Branch Bank-VA from 2003 to December 2006; President and Chief Executive Officer of Branch Bank-VA from July 2003 to February 2004; Chairman, President and Chief Executive Officer of First Virginia Banks, Inc. (“First Virginia”) from 1995 to 2003; Member of the Executive and Risk Management Committee; Williamsburg, Virginia.		2003
		L. VINCENT HACKLEY, PhD. (68). President and Chief Executive Officer of Hackley & Associates of North Carolina (consultant for character, ethics and leadership development) since 1999; Chancellor (interim) of Fayetteville State University from July 2007 to July 2008; Chancellor (interim) of North Carolina Agricultural and Technical State University from June 2006 to July 2007; Consultant (since 1994) and Chairman (1994 to 2001) of Character Counts! Coalition (public service); Director of Tyson Foods, Inc. since 1992; Director of Blue Cross and Blue Shield of North Carolina since 1993; Director of Southern Poverty Law Center since 2002; Member of the Audit Committee; Chapel Hill, North Carolina.		1992

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		Name, Age, Principal Occupation During the Past Five Years, Certain Other Directorships, Committee Memberships and Residence		Director of BB&T or BB&T Financial(1) Since
		JANE P. HELM (66). Retired; Vice Chancellor of Business Affairs, Appalachian State University from 1994 to 2006; Member of the Compensation Committee and the Nominating and Corporate Governance Committee; Arden, North Carolina.		1997
		JOHN P. HOWE III, M.D. (66). President and Chief Executive Officer of Project HOPE (international health foundation) since 2001; Trustee of the Southwest Foundation for Biomedical Research and the Southwest Research Institute since 1985; Chairman of the Board of Overseers of Harvard College Committee to Visit the Medical School and School of Dental Medicine since 2003; Trustee of Boston University since 2007; Director of Maximus Federal Services, Inc. (conducts Medicare related reconsiderations as a qualified independent contractor) since January 2009; Chair of the Audit Committee; Washington, D.C.		2005
		KELLY S. KING (60). President and Chief Executive Officer of BB&T Corporation and Chairman and Chief Executive Officer of Branch Bank since January 2009; Chief Operating Officer of BB&T Corporation and Branch Bank from June 2004 to December 2008; President of BB&T Corporation from 1996 to June 2004; Member of the Executive and Risk Management Committee; Winston-Salem, North Carolina.		August 2008
		JAMES H. MAYNARD (69). Chairman and Chief Executive Officer of Investors Management Corporation (holding company) since 1970; Chairman of Golden Corral Corporation (restaurants) since 1971; Chair of the Executive and Risk Management Committee; Raleigh, North Carolina.		1985

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		Name, Age, Principal Occupation During the Past Five Years, Certain Other Directorships, Committee Memberships and Residence		Director of BB&T or BB&T Financial(1) Since
		ALBERT O. McCAULEY (68). President and Chief Executive Officer of McCauley & McDonald Investments, Inc. (real estate investment) since 1978; Member of the Audit Committee; Fayetteville, North Carolina.		1993
		J. HOLMES MORRISON (68). Retired; Executive Vice President of Branch Bank from 2000 to 2005; Chairman, President and Chief Executive Officer of One Valley Bancorp, Inc. from 1998 to 2000; President and Chief Executive Officer of One Valley Bancorp, Inc. from 1991 to 1998; Director of Nexeon MedSystems, Inc. (medical device development—formerly Paragon Intellectual Properties, LLC) since 2006; Member of the Executive and Risk Management Committee; Charleston, West Virginia.		2000
		NIDO R. QUBEIN (60). President of High Point University since 2005; Chairman of Great Harvest Bread Company since 2001; Director of La-Z-Boy Incorporated since 2006; Member of the Executive and Risk Management Committee; High Point, North Carolina.		1990
		THOMAS N. THOMPSON (60). President of Thompson Homes, Inc. (home builder) since 1978; Trustee of Brescia University since 1980; Member of the Kentucky House of Representatives since 2003 and Chairman of the House Banking and Insurance Committee; Director of Branch Bank from October 2006 to December 2007; Member of the Compensation Committee and the Nominating and Corporate Governance Committee; Owensboro, Kentucky.		2008

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		Name, Age, Principal Occupation During the Past Five Years, Certain Other Directorships, Committee Memberships and Residence		Director of BB&T or BB&T Financial(1) Since
		STEPHEN T. WILLIAMS (49). President of A. T. Williams Oil Company (gas stations, convenience stores, restaurants and travel centers) since 1995; President and Chief Executive Officer of WilcoHess LLC since 2001; Winston-Salem Alliance board member since 2004; Director of Wake Forest University Health Sciences since 2007; Member of the Audit Committee; Winston-Salem, North Carolina.		2007

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

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PROPOSAL 2—APPROVAL OF AMENDMENTS TO THE CORPORATION’S AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN AND RE-APPROVAL OF THE PLAN FOR CERTAIN FEDERAL TAX PURPOSES

Introduction

The Board of Directors recommends that shareholders approve an amendment to the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, as amended (which we refer to as the 2004 Stock Plan). The proposed amendment makes several changes related to the maximum total number of shares of BB&T Common Stock that may be issued under the 2004 Stock Plan. The primary changes are:

If the 2004 Stock Plan Proposals are approved by the shareholders, both the overall share cap and the fungible stock plan reserve will be reduced by applicable awards previously granted by BB&T under the 2004 Stock Plan to the extent (a) such awards are outstanding as of the effective time of the amendments or (b) the shares of BB&T Common Stock underlying an award have been issued. BB&T expects that this practice will leave an effective overall share cap of approximately 27.3 million shares and an effective fungible stock plan reserve of approximately 11.5 million shares.

The Board of Directors also is recommending that shareholders re-approve the eligibility criteria, list of performance factors for performance-based awards granted to “covered employees” and participant award limitations in the 2004 Stock Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The proposed amendment to the 2004 Stock Plan and the re-approvals related to Code Section 162(m) are referred to together as the “2004 Stock Plan Proposals.”

Approval of the 2004 Stock Plan Proposals will facilitate the attraction, retention and motivation of talented employees critical to BB&T’s success.

The Board of Directors believes that BB&T’s equity compensation program, as implemented under the 2004 Stock Plan, allows BB&T to attract and retain employees capable of achieving consistently superior business results. The Board also believes that the 2004 Stock Plan effectively aligns the interests of the plan participants with those of the Corporation’s shareholders by linking a portion of their compensation directly to increases in shareholder value. BB&T has a long history of linking pay to the Corporation’s long-term stock performance for a wide band of employees, not just executives. Approval of the 2004 Stock Plan Proposals will provide BB&T with the flexibility it needs to continue to use equity compensation to attract, retain and motivate a large group of talented employees, as well as directors, all of whom are important to the Corporation’s long-term growth and success.

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Approval of the 2004 Stock Plan Proposals will allow BB&T to follow equity compensation “best practices,” including the judicious use of equity awards.

BB&T uses equity award practices and the 2004 Stock Plan contains a number of provisions that the Board believes are consistent with the interests of shareholders and sound corporate governance practices:

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BB&T Overhang and Run Rate

If the 2004 Stock Plan Proposals are approved, BB&T’s estimated overhang will be approximately 12.94%. BB&T anticipates that its annual run rate in the near term will range from 1.2% to 1.7%. The estimates of future run rate and overhang generally assume the continuation of BB&T’s prior equity award grant practices and exercise patterns. BB&T’s actual annual run rate will depend on, and be influenced by, a number of factors, including changes to the number of employees receiving awards under the 2004 Stock Plan, the price per share of BB&T’s Common Stock on the grant date, the methodology used to value and determine equity awards and the mix of award types provided to 2004 Stock Plan participants. BB&T may change its equity award grant practices in the future.

Most of BB&T’s outstanding stock option grants are underwater, but the Corporation’s relative performance has been strong.

Substantially all of the outstanding stock options granted under the 2004 Stock Plan are currently underwater, meaning that these options have exercise prices that are higher than the closing share price of BB&T Common Stock on March 9, 2009 ($14.30). The Board of Directors believes that incentive compensation is a critical component of BB&T’s compensation arrangements and correlates to BB&T’s ability to deliver business results that generate shareholder value. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, in 2008 financial services companies faced unprecedented challenges and difficulties; yet during that time, BB&T was able to achieve superior business results relative to its Peer Group. Many of BB&T’s most talented employees are participants in the 2004 Stock Plan. The Board of Directors believes that the retention of these individuals is critical to BB&T’s continued success. The Board of Directors believes that the 2004 Stock Plan Proposals will allow the Corporation to continue the use of equity compensation as a component of a competitive, but measured, overall compensation program. The Board of Directors also believes that the 2004 Stock Plan Proposals strike an appropriate balance between flexibility in designing incentive compensation arrangements, while limiting dilutive concerns.

Summary of 2004 Stock Plan

The 2004 Stock Plan originally was approved by shareholders at the 2004 Annual Meeting, was amended, effective as of April 24, 2007, with the approval of the shareholders at the 2007 Annual Meeting, and was again amended in 2007, 2008 and early 2009 for certain nonmaterial changes, including required federal tax law changes in connection with Code Section 409A that generally were effective retroactively to January 1, 2005.

The discussion that follows describes the material terms of the 2004 Stock Plan. The summary is subject, in all respects, to the actual terms of the 2004 Stock Plan. The Corporation will provide promptly, upon request and without charge, a copy of the full text of the 2004 Stock Plan to each person to whom a copy of this Proxy Statement is delivered. Requests should be directed to: Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. An electronic copy of the 2004 Stock Plan also is available free of charge as an appendix to the electronic version of this Proxy Statement on the SEC’s website at www.sec.gov.

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Current Share Limitations

The 2004 Stock Plan authorizes the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and phantom stock awards. See “Awards,” below. Currently, a maximum of 35 million shares of BB&T Common Stock may be issued under the 2004 Stock Plan, of which no more than 25 million shares may be issued as incentive stock options, and no more than 15 million shares may be issued pursuant to restricted awards. In addition, under the 2004 Stock Plan, in a given calendar year, no participant may (a) be granted stock options and stock appreciation rights that are not related to stock options for more than 500,000 shares of BB&T Common Stock; (b) receive shares of BB&T Common Stock pursuant to the grant of any awards for more than a total of 500,000 shares of BB&T Common Stock; or (c) receive awards paid in cash having an aggregate dollar value in excess of $5,000,000. BB&T does not currently propose to increase these participant limitations. The following are not included in calculating the share limitations set forth above: (i) dividends, including dividends paid in shares, or dividend equivalents paid in cash in connection with outstanding awards; (ii) awards that are settled in cash; and (iii) any shares subject to an award under the 2004 Stock Plan if the award is forfeited, cancelled, terminated, expires or lapses for any reason without the issuance of shares underlying the award. The number of shares reserved for issuance under the 2004 Stock Plan and the terms of awards may be adjusted in the event of an adjustment in the capital structure of the Corporation or a related entity (due to a merger, stock split, stock dividend or similar event). On March 9, 2009, the closing sales price of BB&T Common Stock as reported on the NYSE was $14.30 per share.

At February 25, 2009, approximately 32.7 million shares of BB&T Common Stock either had been issued under the 2004 Stock Plan or were subject to outstanding awards and approximately 2.3 million shares remained available for issuance in connection with future awards under the 2004 Stock Plan. Of these 32.7 million shares, approximately 300,000 shares were related to incentive stock option awards (out of the maximum of 25 million shares), approximately 20.9 million shares were related to nonqualified stock option awards and approximately 11.5 million shares were related to restricted awards (out of the maximum of 15 million shares).

Purpose and Eligibility

The purpose of the 2004 Stock Plan is to assist the Corporation in recruiting and retaining qualified employees, directors and independent contractors of BB&T and its affiliates and to align the interests of eligible 2004 Stock Plan participants with those of the Corporation and its shareholders. In this regard, the 2004 Stock Plan is considered to be a broad-based plan with each employee, director and independent contractor of the Corporation and its subsidiaries being eligible, if selected, to participate in the 2004 Stock Plan. At February 25, 2009, approximately 3,150 employees and 16 non-employee directors were eligible to participate in the 2004 Stock Plan. At February 25, 2009, no independent contractors were eligible to participate in the 2004 Stock Plan.

Administration

The 2004 Stock Plan is administered by the Board of Directors, or upon its delegation, by the Compensation Committee of the Board (collectively referred to as the “Administrator”). Under the terms of the 2004 Stock Plan, the Administrator has sole authority to take any action with respect to the 2004 Stock Plan, including, without limitation, the authority to determine the type and amount of awards and the selection of eligible participants. In certain circumstances, the Administrator may delegate to a subcommittee of the Compensation Committee or one or more senior executive officers of the Corporation the authority to grant awards to individuals who are not officers or directors for purposes of Section 16 of the Exchange Act or “covered employees” for purposes of Code Section 162(m).

Awards

Options granted under the 2004 Stock Plan may be incentive stock options or nonqualified stock options. A stock option entitles the participant upon exercise to purchase shares of BB&T Common Stock from the

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Corporation at the option price. The option price is determined by the Administrator at the time of grant and must not be less than (a) the closing price of BB&T Common Stock on the date of grant and (b) the par value per share of BB&T Common Stock. Unless an individual award agreement provides otherwise, the option price may be paid by the participant in cash or cash equivalent, and, when permitted by the Administrator and applicable law and regulations, with shares of BB&T Common Stock, or with a combination of cash and BB&T Common Stock. Historically, BB&T’s stock options awards have been established so that they vest ratably over five years and have a ten-year term. Options are subject to restrictions on exercise following termination of employment or service.

Stock appreciation rights (“SARs”) may be granted under the 2004 Stock Plan to the holder of an option (a “related option”) with respect to all or a portion of the shares of BB&T Common Stock subject to the related option (a “related SAR”) or may be granted separately to a participant. The consideration to be received by the holder of a SAR may be paid in cash, shares of BB&T Common Stock (valued at fair market value on the date of the SAR exercise), or a combination of cash and shares of BB&T Common Stock, as determined by the Administrator. Upon exercise of a SAR, the holder of the SAR is entitled to receive payment from the Corporation in an amount determined by multiplying (a) the difference between the fair market value of a share of BB&T Common Stock on the date of exercise over the base price per share of such SAR by (b) the number of shares of BB&T Common Stock with respect to which the SAR is being exercised. The base price may be no less than 100% of the fair market value per share of the BB&T Common Stock on the date the SAR is granted. No SAR may be exercised more than 10 years after it was granted, or such shorter period as may apply to related options in the case of related SARs. To date, BB&T has not granted any SARs under the 2004 Stock Plan.

The Administrator may also grant restricted awards to eligible participants consisting of restricted stock or restricted stock units that are subject to certain conditions, which conditions must be met in order for the restricted award to vest and be earned (in whole or in part), and no longer be subject to forfeiture. These conditions may include, but are not limited to, payment of a stipulated purchase price for a restricted award, attainment of performance objectives, continued service or employment for a certain period of time, retirement, displacement, disability, death or a combination of conditions. In the case of restricted awards based upon performance criteria, or a combination of performance and continued service, the Administrator will determine the performance objectives to be used in valuing restricted awards, which performance objectives will be based upon those corporate, business unit or division and/or individual performance factors and criteria as the Administrator in its sole discretion may deem appropriate (subject to performance measures as set forth in the 2004 Stock Plan). Restricted stock awards are payable in shares of BB&T Common Stock. Restricted stock units may be payable in cash or whole shares of BB&T Common Stock, or partly in cash and partly in whole shares of BB&T Common Stock, as determined by the Administrator. Historically, BB&T has granted restricted stock units that vest five years from the date of grant. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, restricted stock units granted to Executive Management have historically had performance-based measures that must be satisfied in order for the underlying shares to be earned, in addition to the five-year vesting requirement. Restricted stock units granted to non-employee directors typically vest ratably over a five-year period.

The Administrator may grant performance awards, consisting of performance shares and/or performance units, to participants. An award of a performance share is a grant of a right to receive shares of BB&T Common Stock or the cash value thereof, or a combination thereof, which is contingent upon the achievement of performance or other objectives during a specified period and which has a value on the date of grant equal to the fair market value of a share of BB&T Common Stock. An award of a performance unit is a grant of a right to receive shares of BB&T Common Stock or a designated dollar value amount of BB&T Common Stock, or a combination thereof, which is contingent upon the achievement of performance or other objectives during a specified period, and which has an initial value established by the Administrator at the time of grant. A performance award may be settled in cash, shares of BB&T Common Stock or a combination thereof, as determined by the Administrator.

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Phantom stock awards may be granted to eligible participants by the Administrator, in its sole discretion and on such terms as the Administrator determines pursuant to the terms of the 2004 Stock Plan. An award of phantom stock is an award of a number of hypothetical share units with respect to shares of BB&T Common Stock, with a value based on the fair market value of a share of BB&T Common Stock as determined in accordance with the 2004 Stock Plan. Phantom stock awards may be settled in cash, shares of BB&T Common Stock, or a combination thereof, as determined by the Administrator. To date, BB&T has not granted any phantom stock awards under the 2004 Stock Plan.

Dividend and Dividend Equivalents

The Administrator may, in its sole discretion, provide that awards (other than options and SARs) granted under the 2004 Stock Plan earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to a participant’s account, subject to such restrictions and conditions as the Administrator may establish. BB&T has issued a relatively small number of awards that earn dividends or dividend equivalents.

Amendment and Termination

The 2004 Stock Plan and awards may be amended or terminated at any time by the Board of Directors, subject to the following conditions: (a) shareholder approval is required of any 2004 Stock Plan amendment if required by applicable law, rule or regulation; and (b) an amendment or termination of an award may not materially adversely affect the rights of an award participant without the participant’s consent. In addition, except for anti-dilution adjustments made under the 2004 Stock Plan, the option price for any outstanding option or base price of any outstanding SAR granted under the 2004 Stock Plan may not be decreased after the date of grant, nor may any outstanding option or SAR granted under the 2004 Stock Plan be surrendered to the Corporation as consideration for the grant of a new option or SAR with a lower exercise or base price than the original option or SAR, as the case may be, without shareholder approval. The Administrator has the authority to make adjustments to awards upon the occurrence of certain unusual or nonrecurring events, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2004 Stock Plan or necessary or appropriate to comply with applicable laws, rules or regulations. The Administrator also has the authority to cause any award under the 2004 Stock Plan to be cancelled in consideration of an alternative award or cash payment of an equivalent cash value, as determined by the Administrator.

Change of Control

The Administrator has the authority, in its sole discretion, to accelerate the date that any award (which is not otherwise then exercisable, vested or earned) may become exercisable in whole or in part. Individual award agreements, as approved by the Administrator, may also provide for the acceleration of vesting of any award upon occurrence of a change in control event.

Transferability

Incentive stock options are not transferable other than by will or the laws of intestate succession or, in the Administrator’s discretion, as may otherwise be permitted in accordance with Code Section 422 and related regulations. Nonqualified options and SARs are not transferable other than by will or the laws of intestate succession, except as may be permitted by the Administrator in a manner consistent with applicable law, including the registration provisions of the Securities Act of 1933, as amended. Restricted awards and phantom stock awards that have not vested and performance awards that have not been earned are not transferable other than by will or the laws of intestate succession.

2004 Stock Plan Proposals

Subject to shareholder approval, the Board of Directors has unanimously adopted the proposed amendments to the 2004 Stock Plan to increase the overall number of shares of BB&T Common Stock issuable under the 2004

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Stock Plan and to provide for a fungible stock plan reserve, as more particularly discussed below. If approved by shareholders, the amendments will be effective as of April 28, 2009. The Board of Directors also is recommending that shareholders re-approve the eligibility criteria, list of performance factors for performance-based awards granted to “covered employees” and participant award limitations in the 2004 Stock Plan for purposes of Code Section 162(m).

Increase Overall Share Cap. The 2004 Stock Plan currently authorizes the issuance of up to 35 million shares of BB&T Common Stock. As noted above, approximately 32.7 million shares of such authorized shares have been issued or are reserved for issuance by the Corporation in connection with outstanding awards. Of the approximately 32.7 million shares issued or reserved for issuance pursuant to outstanding awards under the 2004 Stock Plan, approximately 300,000 shares were related to incentive stock option awards, approximately 20.9 million shares were related to nonqualified stock option awards and approximately 11.5 million shares were related to restricted awards, which leaves approximately 2.3 million shares available for issuance in connection with future awards under the 2004 Stock Plan. In order to fulfill and further the purpose of the 2004 Stock Plan, the Board of Directors unanimously recommends to shareholders that the overall share cap be increased by an additional 25 million shares to a total of 60 million shares (subject to adjustment only for certain anti-dilutive events as defined in the 2004 Stock Plan).

Replace Restricted Award Sublimit With Fungible Stock Plan Reserve. The 2004 Stock Plan currently provides that no more than 15 million of the 35 million shares of BB&T Common Stock authorized for issuance in connection with awards under the plan may be used for restricted awards. Approximately 11.5 million shares of the 15 million share restricted award sublimit have been issued or reserved for issuance to participants in connection with restricted awards. Generally, these awards have been in the form of restricted stock unit awards, which are units representing contingent shares of BB&T Common Stock that are not earned until specific conditions are met. The use of restricted awards has diminished the number of shares available under both the restricted awards sublimit and the overall share cap. BB&T proposes to replace the 15 million share restricted award sublimit with a 23 million share fungible stock plan reserve.

Under the 2004 Stock Proposals, full value awards will reduce both the overall 60 million share cap and the 23 million fungible stock plan reserve by one share for every one share awarded, up to 23 million shares. As noted above, full value awards include restricted stock, restricted stock units, performance stock, performance unit awards and phantom stock awards. If the 23 million share fungible stock plan reserve is exhausted, the overall number of shares available for awards under the 2004 Stock Plan will be reduced by three shares for each share of a full value award above the 23 million share fungible stock plan reserve. Shares subject to stock options and SARs will reduce the overall 60 million share cap by one share for every one share granted and will not reduce the fungible stock plan reserve. Awards settled in cash will not count against the overall share cap or the fungible stock plan reserve. The Board of Directors believes that the adoption of a fungible stock plan reserve will protect shareholders against dilutive concerns, while giving BB&T an appropriate level of latitude in administering the 2004 Stock Plan.

If the 2004 Stock Plan Proposals are approved by the shareholders, both the overall share cap and the fungible stock plan reserve will be reduced by applicable awards previously granted by BB&T under the 2004 Stock Plan to the extent (a) such awards are outstanding as of the effective time of the amendments or (b) the shares of BB&T Common Stock underlying an award have been issued. BB&T expects that this practice will leave an effective overall share cap of approximately 27.3 million shares and an effective fungible stock plan reserve of approximately 11.5 million shares.

Performance-Based Compensation—Code Section 162(m) Requirements. The 2004 Stock Plan is structured to comply with the requirements imposed by Code Section 162(m) and related regulations in order to preserve, to the extent practicable, the Corporation’s tax deduction for awards made under the 2004 Stock Plan to covered employees. Code Section 162(m) generally will not allow an employer to take a deduction for compensation paid to covered employees (generally, the NEOs) of a publicly held corporation in excess of $1,000,000 unless the compensation is exempt from the $1,000,000 limitation because it qualifies as performance-based compensation.

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In order to qualify as performance-based compensation for the purposes of Code Section 162(m), the compensation provided under the 2004 Stock Plan to covered employees must be paid under pre-established objective performance goals determined and certified by a committee comprised of outside directors. In addition to other requirements for the performance-based exception, shareholders must be advised of, and must approve, the material terms (or changes in material terms) of the performance goal(s) under which compensation is to be paid. Material terms include (a) the individuals eligible to receive compensation (see “Purpose and Eligibility,” above), (b) a description of the business criteria on which the performance goal is based, and (c) either the maximum amount of the compensation to be paid or the formula used to calculate the amount of compensation if the performance goal is met (see “Current Share Limitations,” above). In addition, the Code Section 162(m) regulations generally require that the material terms of performance goals be submitted for re-approval five years after initial shareholder approval, or earlier if the performance goals are materially modified.

The Corporation’s shareholders initially approved the material terms of the performance goals at the Annual Meeting of Shareholders in 2004 when the 2004 Stock Plan was adopted. Therefore, re-approval is required in 2009 in order to preserve maximum deductibility for awards under the 2004 Stock Plan pursuant to Code Section 162(m).

With respect to performance-based restricted awards and performance awards, the 2004 Stock Plan limits performance objectives to one or more of the following (as determined by the Administrator in its discretion): (a) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (b) net income; (c) operating income; (d) earnings per share; (e) book value per share; (f) return on shareholders’ equity; (g) return on investment; (h) return on capital; (i) improvements in capital structure; (j) expense management; (k) profitability of an identifiable business unit or product; (l) maintenance or improvement of profit margins; (m) stock price or total shareholder return; (n) market share; (o) revenues or sales; (p) costs; (q) cash flow; (r) working capital; (s) return on assets; (t) economic wealth created; (u) strategic business criteria; and (v) efficiency ratio(s). Such performance factors may include or exclude extraordinary items, as determined by the Administrator. See “Awards” above.

Notwithstanding the foregoing, for so long as a NEO is a “senior executive officer” within the meaning of the Emergency Economic Stabilization Act of 2008, as implemented by guidance and/or regulations issued by the United States Department of the Treasury (“EESA”), BB&T’s annual federal tax deduction for compensation paid to each “senior executive officer” is limited to $500,000, with no exception for performance-based compensation. For additional information regarding the effect of EESA on BB&T’s compensatory arrangements, see “Compensation Discussion and Analysis” and “EESA, ARRA, Tax and Accounting Considerations.”

Federal Income Tax Consequences

The following summary describes the principal federal (and not state or local) income tax consequences of awards granted under the 2004 Stock Plan as of this time. This summary is general in nature and is not intended to cover all tax consequences that may apply to a particular participant or to the Corporation.

No income will be recognized by a participant at the time an option is granted. If the option is an incentive stock option, no income will be recognized upon the participant’s exercise of the option if certain holding periods and other incentive stock option requirements are met. Income will be recognized by the participant when he or she disposes of shares acquired under an incentive stock option. The exercise of a nonqualified stock option generally is a taxable event that requires the participant to recognize, as ordinary income, the difference between the fair market value of the underlying shares and the option price.

No income is recognized by a participant upon the grant of a SAR, but upon exercise of the SAR the participant generally must recognize income equal to any cash that is paid and the fair market value of any BB&T Common Stock that is received in settlement of the SAR.

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A participant will recognize income on account of a restricted stock award once the shares are either transferable or not subject to a substantial risk of forfeiture. The amount of income recognized by the participant is equal to the fair market value of the BB&T Common Stock received on that date.

The federal income tax consequences of the award of restricted stock units, performance share awards, performance unit awards, phantom stock awards or dividend equivalents will depend on the conditions of the award. Generally, the grant of one of these awards does not result in taxable income to the participant or a tax deduction to BB&T. However, the participant will recognize ordinary compensation income at settlement of the award equal to any cash and the fair market value of any BB&T Common Stock received (determined as of the date that the award is not subject to a substantial risk of forfeiture or transferable).

The Corporation (or related employer) will be entitled to claim a federal income tax deduction on account of the exercise of a nonqualified stock option or SAR, the vesting and/or settlement of a restricted award, and/or the settlement of a performance award or phantom stock award. The amount of the deduction generally is equal to the ordinary income recognized by the participant. The Corporation (or related employer) will not be entitled to a federal income tax deduction on account of the grant or exercise of an incentive stock option, but only upon certain dispositions of BB&T Common Stock acquired upon the exercise by the participant of an incentive stock option.

Code Section 409A imposes certain requirements on deferred compensation. Awards granted under the 2004 Stock Plan are generally intended to be exempt from compliance with the requirements of Code Section 409A, to the extent applicable. If, however, Code Section 409A is deemed to apply to an award, and the 2004 Stock Plan and award do not satisfy the requirements of Code Section 409A during a taxable year, the participant will have ordinary income in the year of non-compliance in the amount of all deferrals subject to Code Section 409A to the extent that the award is not subject to a substantial risk of forfeiture. The participant will be subject to an additional tax of 20% on all amounts includible in income and may also be subject to interest charges under Code Section 409A. The Corporation generally will be entitled to an income tax deduction with respect to the amount of compensation includible as income to the participant. The Corporation undertakes no responsibility to take, or to refrain from taking, any actions in order to achieve a certain tax result for any participant.

The 2004 Stock Plan is structured to comply with the requirements imposed by Code Section 162(m) and related regulations in order to preserve, to the extent practicable, the Corporation’s tax deduction for awards made under the 2004 Stock Plan to covered employees. As discussed above, Code Section 162(m) generally denies an employer a deduction for compensation paid to covered employees (generally, the NEOs) of a publicly held corporation in excess of $1,000,000 unless the compensation is exempt from the $1,000,000 limitation because it qualifies as performance-based compensation. However, because BB&T currently participates in EESA, any tax deduction for an NEO who is a “senior executive officer” under EESA is limited to $500,000, with no exception for performance-based compensation. See “2004 Stock Plan Proposals—Performance-Based Compensation—Code Section 162(m) Requirements.”

Plan Benefits

The selection of eligible participants who may receive awards under the 2004 Stock Plan (if the amendments described above are approved by shareholders), and the size and types of awards subject to issuance, will be determined by the Administrator in its discretion and in accordance with the 2004 Stock Plan. The amount of any such award under the 2004 Stock Plan is not determinable due to vesting, corporate performance and other future requirements as set by the Administrator. Therefore, it is not possible to predict the future benefits or amounts that will be received by, or allocated to, any participant or participants in future years. The number of shares of BB&T Common Stock subject to stock options and restricted awards granted in 2008 to the NEOs are set forth below under “Compensation of Executive Officers—2008 Grants of Plan-Based Awards.”

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The stock option and restricted award holdings of the NEOs at December 31, 2008 are set forth below under “Compensation of Executive Officers—2008 Outstanding Equity Awards at Fiscal Year-End.” The stock option and restricted award holdings of BB&T’s non-employee directors at December 31, 2008 are set forth below under “Compensation of Directors—2008 Director Compensation Table.”

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2008 with respect to BB&T’s equity compensation plans.

THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 2

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CORPORATE GOVERNANCE MATTERS

The Board of Directors periodically reviews the Corporation’s corporate governance policies, practices and procedures to ensure that the Corporation meets or exceeds the requirements of applicable laws, regulations and rules, including the Sarbanes-Oxley Act of 2002, the related rules of the SEC and the corporate governance listing standards of the NYSE. In this regard, the Corporation’s ultimate purpose is to create a strong, sound and profitable financial services company with long-term growth and value for its shareholders.

Director Independence

As a part of its listing standards, the NYSE has adopted certain bright-line criteria that the Corporation’s Board of Directors considers when determining director independence. Under the NYSE rules, the Board of Directors also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with the Corporation, including the potential for conflicts of interest, when determining director independence. To assist the Board of Directors in making determinations of independence, the NYSE rules permit the Board to adopt categorical standards relating to director independence. The Corporation’s Board of Directors has adopted such categorical standards, which, among others, incorporate the NYSE’s bright-line criteria. Under these standards, a director must satisfy each of the following in order to be found independent by the Board of Directors:

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To assist the Board in its final determination of director independence, the Nominating and Corporate Governance Committee annually evaluates each prospective and incumbent director using the foregoing standards and such other factors that the Nominating and Corporate Governance Committee deems appropriate, and makes a recommendation to the Board regarding the independence or non-independence of each such person. As a part of the evaluation process, the Nominating and Corporate Governance Committee employs the use of a director independence matrix that, among other criteria, profiles each director’s age, occupation, other publicly held company directorships, personal and affiliate loan and non-loan transactions with the Corporation and its subsidiaries, charitable contributions, relationships considered by the Nominating and Corporate Governance Committee in accordance with the Corporation’s Related Person Transactions Policy and Procedures, and other relevant relationships, direct or indirect, that may affect the prospective or incumbent director’s independence. After duly considering all such information, including Ms. Chilton’s ownership interest in a company that was hired as a subcontractor to provide landscaping services for certain Branch Bank locations, Branch Bank’s use of a construction company owned by Ms. Cablik’s son to complete construction work on a single foreclosed property and Mr. Deal’s post-retirement consulting agreement discussed below under “Compensation of Directors—Narrative to 2008 Director Compensation Table,” the Corporation’s Board of Directors has affirmatively determined that of the seventeen members of the Board, the following thirteen directors have no disqualifying material relationships with the Corporation or its subsidiaries and, are, therefore, independent: Messrs. Deal, Efird, Hackley, Howe, Maynard, McCauley, Morrison, Thompson and Williams, and Mmes. Banner, Cablik, Chilton and Helm. Except as previously described, no other transactions, relationships or arrangements were considered by the Board in determining that each of the foregoing directors is independent. The categorical standards referenced above, as well as other corporate governance initiatives adopted by the Corporation, are set forth in the Corporation’s Corporate Governance Guidelines and are accessible at http://www.bbt.com/bbt/about/corporategovernance/pdf/CorporateGovernanceGuidelines.pdf.

Attendance and Committees of the Board

The Board of Directors has established the following committees: the Executive and Risk Management Committee, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has been determined by the Board to be “independent” in accordance with the requirements of the NYSE (including the specific SEC and NYSE independence requirements for audit committee members) and the Corporation’s Corporate Governance Guidelines. See “Director Independence” above. The charters of these committees are available for review on the Corporation’s website at http://www.bbt.com/bbt/about/corporategovernance/boardcommittees.html and will be mailed to shareholders upon written request. Each committee has the authority to, as it deems appropriate, independently engage outside legal, accounting or other advisors or consultants. Regularly scheduled executive sessions for only non-management directors are held for all committees. Additionally, each committee annually conducts a review and evaluation of its performance. The current charter of each committee is reviewed and reassessed annually by the applicable committee to determine its adequacy in light of any changes to applicable rules and regulations.

Pursuant to the Corporation’s Corporate Governance Guidelines, directors are expected to attend Board meetings, meetings of assigned committees, and annual meetings of shareholders. Each of the directors attended more than 75% of the Board of Directors’ meetings and assigned committee meetings held in 2008 during the period for which he or she has been a director. During 2008, the Board held seven meetings; the Executive and Risk Management Committee held six meetings; the Audit Committee held six meetings; the Compensation Committee held four meetings; and the Nominating and Corporate Governance Committee held four meetings. All of the Corporation’s directors attended the Annual Meeting of Shareholders in 2008.

It also is anticipated that the committees of the Board will perform additional duties that are not specifically set out in their respective charters as may be necessary or advisable in order for BB&T to comply with certain laws, regulations or corporate governance standards, as the same may be adopted, amended or revised from time to time. A summary of the primary responsibilities of each of the committees follows:

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Executive and Risk Management Committee. The Executive and Risk Management Committee generally is authorized to have and to exercise all of the powers of the Board between Board meetings, subject to restrictions imposed by the Corporation’s bylaws and by statute. The Executive and Risk Management Committee is responsible for reviewing and recommending approval of policies related to management of the BB&T subsidiaries’ investment portfolios, interest rate risk, loan portfolios and mortgage banking activities. The Executive and Risk Management Committee also reviews the Corporation’s processes for identifying, assessing, monitoring and managing credit risk, liquidity risk, market risk, operational risk, reputational risk and business strategy risk, and periodically reviews and assesses the adequacy of the Corporation’s risk management policies and procedures.

Audit Committee. The Audit Committee assists the Board in its oversight of the integrity of the Corporation’s financial statements and disclosures and other internal control processes. The Audit Committee also (a) solely selects, retains, establishes the compensation for, and oversees and evaluates the qualifications, performance and independence of, the independent registered public accounting firm; (b) oversees the Corporation’s internal audit function; (c) receives regular reports from the Corporation’s internal auditor; and (d) monitors the Corporation’s compliance with legal and regulatory requirements. The Audit Committee has five members and the Board has determined that each member is financially literate, as determined in accordance with NYSE standards. The Audit Committee has engaged PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2009. See “Proposal 4—Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2009” below. See also “Audit Committee Report” below.

The SEC and the NYSE have established standards relating to audit committee membership and functions. With regard to such membership standards, the Board has determined that John P. Howe III, M.D., the Chair of the Audit Committee, along with Jennifer S. Banner, Jane P. Helm, James H. Maynard and Stephen T. Williams each meet the requirements of an “audit committee financial expert” as defined by the SEC, and is independent and has the requisite financial literacy and accounting or related financial management expertise required generally of an audit committee member under the NYSE standards. Dr. Howe has been designated by the Board as the Corporation’s “audit committee financial expert.”

Compensation Committee. As provided in its charter, the Compensation Committee reviews and approves the Corporation’s compensation philosophy and practices, the Chief Executive Officer’s compensation and the remuneration of other members of Executive Management, including each of the NEOs. The Compensation Committee also (a) oversees the Corporation’s short and long-term compensation plans and incentive compensation plans and (b) reviews and recommends action by the Board on the Corporation’s various employee benefit plans, as appropriate. In addition, the Compensation Committee recommends to the full Board compensation for directors.

Consistent with the Corporation’s pay-for-performance compensation philosophy, compensation for Executive Management is structured to emphasize variable pay based on performance. For a discussion of the elements comprising the compensation program for the NEOs, please refer to the “Compensation Discussion and Analysis” section below. With respect to the Chief Executive Officer, the Compensation Committee periodically reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation. For members of Executive Management other than the CEO, the Compensation Committee receives recommendations from the CEO and, in its discretion, approves the compensation for these individuals. The Compensation Committee’s decision relating to each Executive Management member’s compensation (including the CEO) generally occurs on an annual basis and considers the aggregate amounts and mix of all the components of the individual’s compensation package. For additional information on BB&T’s compensation setting process, including the role of the CEO in determining compensation for other NEOs, please refer to the “Compensation Discussion and Analysis” section below. As required by the Emergency Economic Stabilization Act of 2008 (the “EESA”) and the American Recovery and Reinvestment Act of 2009 (the “ARRA”), the Compensation Committee also conducts, in consultation with BB&T’s senior risk officers, a semi-annual review of BB&T’s employee compensation plans, including the incentive compensation arrangements for “Senior

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Executive Officers” (as such term is defined in the EESA; however, this term generally means the Chief Executive Officer, Chief Financial Officer, plus the next three most highly compensated executive officers), to assess any risk posed to the Corporation from such plans and to ensure that these arrangements do not encourage the Senior Executive Officers to take unnecessary and excessive risks that could threaten the value of the Corporation.

In reviewing and recommending to the Board compensation and benefits for the directors, the Compensation Committee considers director compensation for a peer group of publicly-traded bank or financial services holding companies that the Compensation Committee has determined is an appropriate comparison group for this purpose. Retainers, meeting fees and equity compensation provided to directors generally are set so as to be comparable to the market median of such peer group. For additional information on the compensation paid to directors, please refer to the “Compensation of Directors” section below.

The Compensation Committee routinely engages an outside compensation consultant to make recommendations relating to overall compensation philosophy, the peer financial group to be used for external comparison purposes for Executive Management (including the NEOs) and director compensation, comparable base salary levels for Executive Management, short-term and long-term incentive compensation plans, appropriate performance parameters for such plans and related compensation matters. For a discussion of the role of the compensation consultant in determining executive compensation, as well as the use of competitive benchmarking and other analyses in the compensation setting process, please refer to the “Compensation Discussion and Analysis” section below.

Pursuant to its charter, the Compensation Committee is permitted to delegate to its Chair or a subcommittee of at least two members such power as the Compensation Committee deems to be appropriate, except for the powers required by law or regulation to be exercised by the whole Committee.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews the composition and structure of the Board and its committees and evaluates the qualifications and independence of members of the Board on a periodic basis. The Nominating and Corporate Governance Committee considers the performance of incumbent directors in determining whether or not to nominate them for re-election. The Nominating and Corporate Governance Committee also (a) reviews qualified candidates for election as directors, as needed; (b) proposes the slate of director nominees for approval by the Board and subsequent election by shareholders; (c) recommends the composition of Board committee membership; and (d) administers the Corporation’s Related Person Transactions Policy and Procedures. With regard to corporate governance, the Nominating and Corporate Governance Committee reviews the Corporation’s Corporate Governance Guidelines and codes of ethics and recommends revisions, as needed, to the Board for approval. The Nominating and Corporate Governance Committee may periodically review and recommend director nomination procedures to the Board for adoption. See “Director Nominations” and “Other Matters—Proposals for 2010 Annual Meeting,” below.

Executive Sessions

Under the Corporation’s Corporate Governance Guidelines, nonmanagement directors are required to meet in regular executive sessions of the Board of Directors at least three times per year and at such other times as they deem necessary or advisable. In January 2006, the Board designated and appointed an independent “Lead Director,” James H. Maynard, who has presided over executive sessions of the Board since April 2006. Shareholders or other interested parties may communicate with a nonmanagement director by contacting a specific nonmanagement director or the nonmanagement directors as a group as described under “Shareholder and Interested Party Communications with the Board” below.

Corporate Governance Guidelines

The Board of Directors has adopted written Corporate Governance Guidelines, which provide the framework for fulfillment of the Board’s corporate governance duties and responsibilities, taking into consideration corporate

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governance best practices and applicable laws and regulations. The Corporate Governance Guidelines address a number of matters applicable to directors, including director qualification standards and director independence requirements, share ownership guidelines, board responsibilities, retirement, meetings of nonmanagement directors and board compensation. The Corporate Governance Guidelines are available on the Corporation’s website at http://www.bbt.com/bbt/about/corporategovernance/pdf/CorporateGovernanceGuidelines.pdf. A shareholder also may request a copy of the Corporate Governance Guidelines by contacting the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101.

Related Person Transactions Policy and Procedures

Pursuant to the Corporation’s Related Person Transactions Policy and Procedures, it is the Corporation’s policy to enter into or ratify Related Person Transactions, as defined below, only when the Board of Directors, acting through the Nominating and Corporate Governance Committee, determines that the Related Person Transaction in question is consistent with the best interests of the Corporation and its shareholders. Under this written policy, any Related Person Transaction shall be consummated or shall continue only if the Nominating and Corporate Governance Committee (or the Chair, acting pursuant to delegated authority) approves or ratifies the transaction.

The term “Related Person Transaction” generally means a transaction, arrangement or relationship (or any series of the same) in which the Corporation (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest. A “Related Person” generally means a director, director nominee or executive officer of the Corporation; a person who is known to be the beneficial owner of more than five percent of any class of the Corporation’s common stock; and any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner.

Codes of Ethics

The Corporation maintains the Code of Ethics for Employees, which has been approved by the Board of Directors, to ensure that each employee of the Corporation and its subsidiaries understands the basic principles that govern BB&T’s corporate conduct and the conduct of its employees generally. The Corporation similarly maintains the Code of Ethics for Directors, also approved by the Board of Directors, which governs the conduct of BB&T’s directors generally. The Board also has adopted the Code of Ethics for Senior Financial Officers, which incorporates both the Code of Ethics for Employees and the Code of Ethics for Directors. A copy of each of the Code of Ethics for Employees, the Code of Ethics for Senior Financial Officers and the Code of Ethics for Directors may be found on the Corporation’s website by choosing the appropriate link at http://www.bbt.com/bbt/about/corporategovernance/codeofethics/. A shareholder may request a copy of each of the codes of ethics by contacting the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Any waivers or substantive amendments of the Codes of Ethics applicable to the Corporation’s directors and certain of its executive officers (including members of Executive Management) will be disclosed on the Corporation’s website.

Shareholder and Interested Party Communications with the Board

Any shareholder or other interested party desiring to contact the Board of Directors or any individual director serving on the Board may do so by written communication mailed to: Board of Directors (Attention: name of director(s), as applicable), care of the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Any proper communication so received will be processed by the Corporate Secretary as agent for the Board. Unless, in the judgment of the Corporate Secretary, the matter is not

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intended or appropriate for the Board (and subject to any applicable regulatory requirements), the Corporate Secretary will prepare a summary of the communication for prompt delivery to each member of the Board or, as appropriate, to the member(s) of the Board named in the communication. Any director may request the Corporate Secretary to produce the original of such communication for his or her review.

Director Nominations

As noted above, one of the primary responsibilities of the Nominating and Corporate Governance Committee is to assist the Board of Directors in identifying and reviewing qualifications of prospective directors for the Corporation. The Nominating and Corporate Governance Committee is charged with selecting individuals who demonstrate the highest personal and professional integrity, have demonstrated exceptional ability and judgment and who are expected to be the most effective in serving the long-term interests of the Corporation and its shareholders.

Director nominees are recommended to the Board of Directors annually by the Nominating and Corporate Governance Committee for election by the shareholders. The Nominating and Corporate Governance Committee will consider qualified director nominees recommended by shareholders when such recommendations are submitted in accordance with the Corporation’s bylaws and policies regarding director nominations. Shareholders may submit in writing the names and qualifications of potential director nominees to the Corporate Secretary, BB&T Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101, for delivery for consideration to the Chair of the Nominating and Corporate Governance Committee. When submitting a nomination to the Corporation for consideration, a shareholder must provide the following minimum information for each director nominee: full name and address, age, principal occupation during the past five years, current directorships on publicly held companies and investment companies, number of shares of BB&T Common Stock owned, if any, and a signed statement by the nominee consenting to serve as a director if elected. Shareholder nominations for director also must be made in a timely manner and otherwise in accordance with the Corporation’s bylaws (please refer to Article II, Section 10 of the Corporation’s bylaws to determine the precise requirements for any shareholder nomination). If the Nominating and Corporate Governance Committee receives a director nomination from a shareholder or group of shareholders who (individually or in the aggregate) have beneficially owned greater than 5% of the Corporation’s outstanding voting stock for at least one year as of the date of such recommendation, the Corporation, as required by applicable securities law, will identify the candidate and shareholder or group of shareholders recommending the candidate and will disclose in its proxy statement whether the Nominating and Corporate Governance Committee chose to nominate the candidate, as well as certain other information.

In addition to potential director nominees submitted by shareholders, the Nominating and Corporate Governance Committee considers candidates submitted by directors, as well as self-nominations by directors and, from time to time, it may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. The Nominating and Corporate Governance Committee conducts an extensive due diligence process to review potential director candidates and their individual qualifications, and all such candidates, including those submitted by shareholders, will be similarly evaluated by the Nominating and Corporate Governance Committee using the board membership criteria described above.

As noted above under “Proposal 1—Election of Directors” and pursuant to the Corporation’s bylaws, the Board of Directors appointed Kelly S. King in August 2008 to serve as a member of the Board and Mr. King is a nominee for election as a director of the Corporation for a one-year term that will expire at the Annual Meeting of Shareholders in 2010. No candidates for director nominations were submitted to the Nominating and Corporate Governance Committee by any shareholder in connection with the 2009 Annual Meeting. Any shareholder desiring to present a nominee for consideration by the Nominating and Corporate Governance Committee prior to the 2010 Annual Meeting must do so in accordance with the Corporation’s policies and bylaws. See also “Other Matters—Proposals for 2010 Annual Meeting” below.

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Share Ownership of Directors

Pursuant to the Corporation’s Corporate Governance Guidelines and bylaws, each director is expected to own at least 2,500 shares of BB&T Common Stock within three years after initial election or appointment and to continue to own such shares throughout the full term of the director’s service. Currently, all seventeen directors own the requisite number of shares.

Audit Committee Pre-Approval Policy

Under the terms of its charter, the Audit Committee must pre-approve all auditing services and permitted non-audit services (including the fees and terms of such services) to be performed for the Corporation by its independent registered public accounting firm, subject to a de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of the audit and otherwise in accordance with the terms of applicable SEC rules. To qualify for the de minimis exception: (a) the aggregate amount of all such non-audit services provided to the Corporation must not constitute more than 5% of the total amount of revenues paid by the Corporation to its independent registered public accounting firm during the fiscal year in which the services are provided; (b) the Corporation must not have recognized such services at the time of the engagement to be non-audit services; and (c) the non-audit services must promptly be brought to the attention of the Audit Committee and, prior to the completion of the audit, approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approval has been delegated by the Audit Committee. Under the terms of its charter, the Audit Committee may delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, as long as the decisions of such subcommittee(s) to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. In 2008, all of the non-audit services (see “Fees to Auditors” below, for a description of such services) provided by the Corporation’s independent registered public accounting firm were approved by the Audit Committee.

Policy for Accounting and Legal Complaints

The Audit Committee has adopted a policy that governs the reporting of (a) employee complaints regarding accounting, internal accounting controls or auditing matters, and (b) evidence of (i) a material violation by the Corporation or any of its officers, directors, employees or agents of federal or state securities laws, (ii) a material breach of fiduciary duty arising under federal or state law or (iii) a similar material violation when such evidence is obtained by an attorney authorized to appear or practice before the SEC. Any complaints regarding such matters will be reported to the Corporation’s General Counsel, who will investigate or cause to be investigated all matters reported pursuant to this policy and will maintain a record of such complaints that includes the tracking of their receipt, investigation and resolution. However, if such a complaint is raised by an attorney in the Corporation’s legal department, then the complaint will be reported to the Corporation’s General Auditor, who will assume the responsibility for investigating, recording and tracking the matter. The General Counsel (or the General Auditor, as the case may be) will periodically prepare a summary report of such complaints for the Audit Committee, which will oversee the consideration of all reported complaints covered by this policy. This policy may be found on the Corporation’s website at http://www.bbt.com/bbt/about/corporategovernance/pdf/AcctLegalComplaintPolicy.pdf.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, the Corporation’s directors and certain of its executive officers are required to report their beneficial ownership of BB&T Common Stock and any changes in that ownership to the SEC. Specific dates for such reporting have been established by the SEC and the Corporation is required to report in this Proxy Statement any failure to file by the established dates during 2008. For 2008, there were two late filings made by Stephen T. Williams, a director of the Corporation, one reporting his wife’s indirect holdings and one reporting a gift of shares to him. To the best of the Corporation’s knowledge, all of the filing requirements were otherwise satisfied by the Corporation’s directors and executive officers subject to Section 16 of the Securities Exchange Act of 1934, as amended. In making this statement, the Corporation has relied on the written representations of its directors and executive officers subject to Section 16 and copies of the reports that have been filed with the SEC.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is currently composed of five directors and operates under an amended charter adopted by the Board of Directors on February 26, 2008. The Board of Directors has determined, in its business judgment, that each member of the Audit Committee is independent as required by applicable securities law and is financially literate based on standards adopted by the NYSE and the Corporation’s Board of Directors. The primary duties and responsibilities of the Audit Committee are to monitor (a) the integrity of the Corporation’s financial statements, including the financial reporting process and systems of internal controls regarding finance and accounting; (b) the Corporation’s compliance with certain legal and regulatory requirements; and (c) the independence and performance of the Corporation’s internal and external auditors. The Audit Committee also selects the Corporation’s independent registered public accounting firm. Management of the Corporation is responsible for the internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Corporation’s financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, including meeting and holding discussions with management, the independent registered public accounting firm and the internal auditor, and has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards Number 61, Communication with Audit Committees, as currently in effect.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526, Communication with Audit Committees Concerning Independence, of the Public Company Accounting Oversight Board, as currently in effect, and the Audit Committee has discussed with the independent registered public accounting firm its independence. The Audit Committee also has received confirmations from management and has considered whether the provision of any non-audit services by the independent registered public accounting firm to the Corporation is compatible with maintaining the independence of the auditors.

Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the Report of Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, to be filed with the SEC.

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

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of Executive Compensation Program

BB&T’s practice is to provide total compensation that promotes both the short- and long-term financial objectives of BB&T. Achievement of short-term objectives is rewarded through annual cash incentives, while long-term equity and performance-based incentive grants encourage management to focus on BB&T’s long-term goals. These incentives are based on financial objectives of importance to BB&T and its shareholders, including earnings growth and cash basis return on assets and return on common equity. BB&T’s compensation practices reflect BB&T’s pay-for-performance philosophy, whereby approximately 78% of the total 2008 target compensation for the Chief Executive Officer and the other Named Executive Officers as set forth below under “Compensation of Executive Officers—2008 Summary Compensation Table” (collectively, the “NEOs”) is variable and tied to company performance. BB&T believes that compensation programs that lead to equity ownership ensure that the interests of the NEOs are aligned with BB&T’s shareholders.

Total annual compensation is comprised of base salary, annual cash incentives, incentive stock awards and long-term incentive awards. The table below provides a summary of the components of our executive compensation program. BB&T also provides pension and other broad-based retirement benefits. BB&T’s total compensation program is discussed in greater detail below.

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By using cash basis earnings-per-share growth and cash basis return on assets for short-term awards (specifically, Bonus Plan awards) and cash basis return on common equity for long-term awards (specifically, performance-based restricted stock unit and long-term incentive plan awards), the key measures of performance that are controlled by management have been integrated into the NEOs’ compensation program.

The pie charts below show the mix of compensation elements targeted to be paid for 2008 (assuming the achievement of applicable performance metrics at target levels) to Mr. Allison and to the other NEOs averaged

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together, but excluding Mr. Chalk. The target payout levels for Mr. Chalk’s 2008 compensation package were consistent with the proportional levels expressed in the first set of pie charts; however, due to Mr. Chalk’s retirement, as discussed below, Mr. Chalk’s inclusion would skew the presentation of the mix of compensation elements actually paid for 2008. Accordingly, Mr. Chalk was excluded from both sets of pie charts. The 2008 target payout levels (which are expressed as a percentage of base salary) for the various compensation elements were substantially unchanged from 2007 levels.

The pie charts below show the mix of compensation elements actually paid for 2008 to Mr. Allison and to the other NEOs averaged together, but excluding Mr. Chalk. Mr. Chalk’s salary was paid only through the date of his retirement in August 2008, and accordingly his inclusion in the pie charts below would understate the proportional role that base salary plays in overall compensation of the “Other NEOs.”

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General Compensation Philosophy, Guiding Principles and Compensation Setting Process

BB&T’s executive compensation philosophy is based on three guiding principles:

BB&T believes that compensation should be set for the NEOs in line with the performance of BB&T on both a short-term and long-term basis. It is BB&T’s practice to provide a balanced mix of cash and equity-based compensation in order to align the interests of the NEOs with that of BB&T’s shareholders and to encourage the NEOs to act as equity owners of BB&T.

BB&T operates in the highly competitive financial services industry where the attraction and retention of talented executives is critical to its future success. For this reason, BB&T has designed a total compensation program that is intended to be competitive with peer financial services institutions.

The Compensation Committee administers BB&T’s compensation program for the top level of BB&T’s management, who are referred to as “Executive Management.” Each of the NEOs is a member of Executive Management. The Compensation Committee is composed entirely of independent, non-management directors. The Compensation Committee reviews all aspects of the compensation program for Executive Management, including summary analyses of total compensation delineating each compensation element. These are frequently referred to as “tally sheets.” The tally sheets list salaries, target and actual bonus award opportunities, target and actual annual long-term incentive award values, perquisites, severance arrangements and other retirement, health and welfare benefits. The Compensation Committee is responsible for oversight and review of BB&T’s compensation and benefit plans, including administering BB&T’s executive incentive program, which includes approving annual and long-term target awards under BB&T’s bonus and stock plans. The Compensation Committee also approves the performance goals for all compensation programs that use performance metrics and evaluates performance at the end of each performance period (i.e., annually and on a three-year basis). The Compensation Committee approves annual cash incentive award opportunities, stock option awards, restricted stock awards and long-term incentive award opportunities. The Compensation Committee also sets the level and components of the compensation for the Chief Executive Officer and reviews and approves the compensation for the remaining NEOs and other members of Executive Management.

In making these compensation decisions, the Compensation Committee uses several resources and tools, including the use of a compensation consultant, competitive benchmarking and other analyses, as further described below. The Chief Executive Officer also is involved in compensation determinations. The Chief Executive Officer reviews the compensation consultant’s compensation recommendations, discusses Executive Management compensation (including compensation for each of the NEOs) with the Compensation Committee and makes recommendations on base salary and the other compensation elements. BB&T believes that the Chief Executive Officer is in the best possible position to assess the performance of the other members of Executive Management, and he accordingly plays an important role in the compensation setting process. The Chief Executive Officer also discusses his compensation package with the Compensation Committee. Decisions about individual compensation elements and total compensation, including those related to the Chief Executive Officer, are ultimately made by the Compensation Committee using its judgment, focusing primarily on the executive officer’s performance and BB&T’s overall performance. The Compensation Committee also considers the business environment in which the results were achieved.

Competitive Benchmarking and Other Analyses

The compensation structure for the NEOs emphasizes variable pay based on performance. BB&T generally benchmarks each element of compensation against the market with the objective of targeting total compensation

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at the market median. To achieve this goal, BB&T compares total compensation opportunities as well as each element of pay, including base salary and annual and long-term incentives, to a peer group of publicly traded bank or financial services holding companies (the “Peer Group”). BB&T’s management selects the Peer Group and an outside compensation consultant validates this selection. The Compensation Committee determined that the group so selected is an appropriate comparison group for this purpose. The Peer Group used for evaluating the NEOs’ compensation also is used for benchmarking BB&T’s performance. The peer review conducted for 2008 resulted in the designation by the Compensation Committee of the following fourteen financial institutions as the Peer Group:

BB&T 2008 Peer Group(1)

The Peer Group was selected based upon relative size to BB&T and business mix. Because fewer companies comparable in asset size to BB&T remain independent, BB&T’s total assets currently approximate the 75^th percentile of the Peer Group. This same group of companies serves as the Peer Group in the Performance Graph set forth in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. For 2008, Huntington and Zions were added to the Peer Group based on the recommendation of BB&T’s strategic planning group and validated by the compensation consultant. These two financial institutions resemble BB&T in various respects, such as relative asset size and business practices. The Compensation Committee does not believe that the changes in the Peer Group had a significant impact on aggregate compensation for 2008.

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In addition to the external Peer Group analysis, the Compensation Committee also reviews the total compensation of the Executive Management team relative to one another. For 2008, the Chief Executive Officer’s total compensation was approximately 1.68-3.47 times greater than the total compensation paid to each of the other NEOs. The Compensation Committee believes that Mr. Allison’s relatively higher compensation is appropriate in light of his responsibilities and the leadership he has provided to BB&T during his 19-year tenure as Chief Executive Officer. The Compensation Committee also believes that these relatively low ratios indicate that BB&T is appropriately grooming a talented pool of executives who are qualified to meet BB&T’s long-term management needs, as evidenced by the recent retirement of Mr. Allison as of December 31, 2008 and Mr. King’s appointment as Chief Executive Officer, effective as of January 1, 2009. Mr. Allison’s compensation for 2008 was approximately 1.68 times greater than Mr. King’s 2008 compensation.

As part of its review of tally sheets, the Compensation Committee also reviews the value of each element of compensation that the executive officer could potentially receive under different termination scenarios (e.g., voluntary, involuntary, change-in-control). For this review, total remuneration includes all aspects of the executive officer’s total cash compensation, the value of equity awards (both vested and unvested) at year-end stock price (and including, as applicable, the impact of accelerated vesting upon retirement), the value of any deferred compensation, retirement benefits, the value of welfare benefits and the value of outplacement (if applicable). The goal of the analysis is to allow the Compensation Committee to see how each element of compensation interacts with the other elements and to see potential ramifications from current compensation decisions. To date, the amount of past compensation, including amounts realized or realizable from prior equity awards, has generally not been a significant factor in the Compensation Committee’s considerations.

Compensation Consultant

The Compensation Committee biennially engages an outside compensation consultant to conduct a comprehensive review of the competitiveness and effectiveness of BB&T’s executive compensation program relative to market practices and business goals. The Compensation Committee historically has retained Mercer to act as its compensation consultant. In the year of the comprehensive review, the consultant typically provides the following services:

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During 2006, which is when the consultant conducted the last comprehensive review applicable to compensation for the 2008 year, the consultant prepared tally sheets that included all forms of annual direct compensation (i.e., base salary, annual cash incentives, incentive stock awards and long-term incentives) as well as employee benefits, including pension and retirement benefits. In addition, the Compensation Committee requested and reviewed a full analysis of termination benefits in the event of an executive’s termination under existing employment contracts as well as in the event of a change of control. The compensation consultant conducted a comprehensive review in the fourth quarter of 2008 which will be used in conjunction with compensation decisions relating to 2009.

In the “off-year” when the consultant is not conducting a comprehensive review, as was the case for 2008, the Compensation Committee seeks advice from the consultant on an as-needed basis. The compensation consultant typically performs the following routine services in the year of the comprehensive review as well as in “off-years”:

The compensation consultant also regularly advises BB&T’s management on compensation issues, including those relating to the general employee population. For example, the compensation consultant has advised BB&T’s management on a variety of issues in recent years, including:

Mercer has served as BB&T’s regular compensation consultant for over 10 years. During that time, Mercer has developed a deep understanding of BB&T’s values, philosophy and business practices. Accordingly, Executive Management and the Compensation Committee expect Mercer will continue to advise both parties for the foreseeable future.

The total amount of fees paid to Mercer for services to the Compensation Committee in 2008 was approximately $170,000. For 2008, Mercer received approximately $20,000 in fees to provide advisory services to BB&T. Mercer also is reimbursed for its reasonable travel and business expenses.

Components of Executive Compensation

After reviewing the information provided by the consultant from the most recent comprehensive review and consulting with the Chief Executive Officer and other members of Executive Management, the Compensation Committee elected to retain the basic compensation structure from 2007 for 2008, including the mix of short-term and long-term compensation for the Chief Executive Officer and each of the other NEOs. Historically, the Compensation Committee has left intact the basic compensation structure in the “off-year” of the comprehensive review cycle.

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Annual Base Salary

BB&T historically has positioned the NEO salaries at the median of the Peer Group. BB&T believes that the majority of a NEO’s compensation should be variable, based on the performance of BB&T. Accordingly, base salary plays a modest role in the overall total compensation of the NEOs. Salaries for the NEOs are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Increases in salary are based on prevailing changes in market rates for equivalent executive positions in similarly situated companies, as well as a subjective evaluation of such factors as the individual’s level of responsibility, tenure with BB&T and overall contribution to BB&T.

In its review of base salaries for 2008, the Compensation Committee considered the positioning of BB&T’s salaries for the NEOs as compared to similarly situated executives relative to the market as validated by the compensation consultant’s 2006 comprehensive review, the tenure and performance of the NEOs and the recommendations of the Chief Executive Officer on salary increases for the other NEOs. Based on that review, for 2008, the Compensation Committee approved base salaries increases of 3.5% for each of the NEOs other than the Chief Executive Officer. After discussing the matter with the Chief Executive Officer, the Compensation Committee decided to increase Mr. Allison’s base salary for 2008 by 2.6%. This decision was largely driven by Mr. Allison’s request that his base salary not exceed $1 million, because under tax rules at the time, BB&T would have lost the corporate tax deduction on the amount of his salary that exceeded $1 million.

2008 Base Salary Adjustments

Annual Cash Incentives

The BB&T Corporation Short-Term Incentive Plan (the “Bonus Plan”) is an annual cash incentive program that provides cash awards to the NEOs and other key employees based on the achievement of performance goals established annually by the Compensation Committee. The performance criteria applicable to the Chief Executive Officer and the other NEOs for purposes of the Bonus Plan are determined based solely on corporate performance. Under the Bonus Plan, the Compensation Committee may determine corporate performance based on a variety of factors, including earnings per share, market share, sales, stock price, return on common equity, return on average assets and/or expense management. The size of each NEO’s cash award is determined by establishing a target incentive award expressed as a percentage of the NEO’s base salary up to a maximum amount established by the Compensation Committee.

For 2008, the Compensation Committee set the target Bonus Plan award for Mr. Allison and Mr. King at 125% of base salary, for Mr. Chalk at 100% of base salary and for Mr. Greene, Mr. Wilson and Mr. Henson at 85% of base salary. The 2008 target levels were unchanged from the levels established in 2007. As discussed above, in the “off-year” of the comprehensive compensation review cycle, the Compensation Committee typically leaves intact the structure from the prior year, absent extenuating circumstances. For 2008, the Compensation Committee did not believe that circumstances warranted a change in target compensation levels relative to those established in 2007. For the Chief Executive Officer and the other NEOs, the Compensation Committee established corporate performance goals for 2008 based on cash basis earnings per share (weighted at 80%) and cash basis return on assets (weighted at 20%). The Compensation Committee believes that these two corporate performance goals have a meaningful bearing on long-term increases in shareholder value. Cash basis

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earnings per share growth has a strong long-term correlation with shareholder returns, which is the reason it is weighted at 80%. Cash basis return on assets also is correlated with long-term returns to shareholders and reflects the fundamental risk level and financial soundness of the business. Because of the way the cash basis return on assets targets are set by the Compensation Committee by reference to Peer Group performance, this performance metric also measures BB&T’s performance relative to its Peer Group.

For 2008, the Compensation Committee set the cash basis earnings per share target at $3.30 per share (with a threshold goal of $3.10 per share and a maximum goal of $3.55 per share). For 2007, the Compensation Committee set the cash basis earnings per share target at $3.50 per share (with a threshold goal of $3.27 per share and a maximum goal of $3.65 per share). In addition, if the cash basis earnings per share threshold goal is not achieved or exceeded, then the NEOs do not receive any payment whatsoever under the Bonus Plan, regardless of BB&T’s cash basis return on assets performance. Historically, the cash basis earnings per share threshold for a given year was set at BB&T’s actual cash basis earnings per share for the prior year and the target and maximum levels were established based on BB&T’s internal business plan forecast. For 2007, BB&T achieved a cash basis earnings per share of $3.29, which in a typical year, would indicate that $3.29 would serve as the cash basis earnings per share threshold for 2008. The Compensation Committee determined that the historical model for setting performance metrics was unrealistic in light of the economic difficulties expected at the time the performance measures were established (February 2008) and BB&T’s internal 2008 forecast, which planned on a relatively flat growth rate and increased charge-offs in BB&T’s loan portfolio. Instead, the Compensation Committee opted to provide cash basis earnings per share threshold, target and maximum levels that the committee believed would encourage the NEOs to deliver shareholder value in an extremely challenging and unpredictable business environment.

The 2008 cash basis return on assets target was set by the Compensation Committee at 1.11% (with a threshold goal of 0.90% and a maximum goal of 1.25%). The 2007 cash basis return on assets target was set by the Compensation Committee at 1.43% (with a threshold goal of 1.30% and a maximum goal of 1.61%). As was the case for prior years, the 2008 cash basis return on assets target of 1.11% was set at the median of the Peer Group’s actual cash basis return on assets for 2007. Consistent with prior years, the 2008 cash basis return on assets threshold was established at approximately the 25^th percentile of the Peer Group’s actual cash basis return on assets performance for 2007 and the maximum goal was established at approximately the 75^th percentile of the Peer Group’s actual cash basis return on assets performance for 2007. Despite the expected economic challenges, the Compensation Committee believed that the 2008 cash basis return on assets threshold, target and maximum levels were especially appropriate, as they would encourage the NEOs to focus on BB&T’s fundamental risk level and financial soundness.

BB&T achieved cash basis earnings per share of $2.60 in 2008, which fell below the threshold goal of $3.10, and achieved cash basis return on assets of 1.11%, or 100% of the target. As described above, because the cash basis earnings per share threshold goal was not achieved, the NEOs were not entitled to receive any Bonus Plan payment for 2008. Payments to the NEOs under the Bonus Plan are typically reflected in column (g) of the 2008 Summary Compensation Table included under the “Compensation of Executive Officers” section below; however, that column does not reflect any Bonus Plan payments for 2008.

2008 Bonus Plan Payments

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Incentive Stock Awards

BB&T places great importance on equity as a form of compensation, and stock ownership is a key objective of the compensation program. The Compensation Committee and BB&T’s Chief Executive Officer are strong advocates of providing equity opportunities to the members of Executive Management, including the NEOs, and encourage these executives to be owners of BB&T Common Stock. As of February 25, 2009, members of Executive Management, including the NEOs (but excluding Mr. Allison and Mr. Chalk due to retirement), collectively owned approximately 533,515 shares of BB&T’s Common Stock. The proportion of compensation provided to the NEOs through equity compensation and long-term incentives is the largest element of the executive’s compensation. Historically, incentive stock awards have constituted a significant portion of the NEOs’ compensation.

For 2008, incentive stock awards were made under the shareholder-approved BB&T Corporation Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Plan”). The 2004 Stock Plan allows for equity-based awards to selected participants, including the NEOs, as determined by the Compensation Committee and the Board of Directors. Awards that may be granted by the Compensation Committee to the NEOs include incentive stock options and nonqualified stock options; stock appreciation rights; restricted stock awards and restricted stock units; performance shares and performance units; and phantom stock awards.

For 2008, the Compensation Committee approved a target incentive stock award for each NEO that was composed of stock options and performance-based restricted stock units. Approximately 40% of each award was made in the form of stock options and the other 60% consisted of performance-based restricted stock units, with the aggregate target award levels expressed as a percentage of base salary. In prior years the Compensation Committee provided incentive stock awards that were half stock options and half performance-based restricted stock units. For 2008, incentive stock awards were more heavily weighted towards performance-based restricted stock units because those awards, in the aggregate, use fewer shares against the number of shares authorized for issuance under the 2004 Stock Plan than stock option awards. At the 2009 Annual Meeting, shareholders are being asked to approve amendments to the 2004 Stock Plan to increase the number of shares authorized for issuance under the plan and to reflect certain other matters. See “Proposal 2” above.

Considering recommendations made by the compensation consultant in the most recent comprehensive review and consistent with 2007 target levels, the Compensation Committee set the 2008 target opportunity for each NEO’s incentive stock award as follows: Mr. Allison—245% of salary; Mr. King—210% of salary; Mr. Chalk—175% of salary; Mr. Greene—140% of salary; Mr. Wilson—140% of salary; and Mr. Henson—140% of salary. These target levels are generally intended to provide an incentive stock award opportunity that is on par with the median of the Peer Group for similarly situated executives. The Compensation Committee uses the Black-Scholes model to estimate the present value of BB&T stock options, based on a set of assumptions, and determines the value of performance-based restricted stock units based on the price of BB&T’s Common Stock on the grant date. The number of options or performance-based restricted stock units granted is determined by dividing the target amount of compensation to be delivered through the award by the estimated value of each option or performance-based restricted stock unit, as applicable. Using this methodology, the NEOs received the following grants of stock options and performance-based restricted stock units in 2008:

2008 Incentive Stock Awards

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Stock Options. Stock options historically have been an important part of BB&T’s equity program. The Compensation Committee believes that stock options are inherently performance-based and effectively align the interests of the recipients with those of the shareholders because stock options only have value if BB&T’s stock price increases relative to its stock price on the date of the award. As in prior years, BB&T’s 2008 stock option awards vest 20% per year on each of the first five anniversaries of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price for each stock option grant in 2008, including each award to the NEOs, was the market closing price on the date of grant. The Peer Group analysis indicates that the majority of BB&T’s peers use a three- or four-year ratable vesting period; however, the Compensation Committee believes that the five-year ratable vesting period combined with a ten-year term is appropriate for BB&T since these features tend to encourage executives to focus on the long-term maximization of shareholder value and the longer vesting period acts as a retention tool. BB&T also believes that the longer vesting period benefits the shareholders because the compensation expense recognized in BB&T’s financial statements is spread over the five-year vesting period. As a general matter, this effectively reduces the front-end cost of BB&T’s stock options relative to the cost that would be recognized for options with a shorter vesting period. For employees who are retirement eligible (such as each of the NEOs other than Mr. Henson and Mr. Wilson), however, the accounting rules generally require that the compensation expense for all equity awards be fully recognized in the year of the award since grants would vest immediately if the NEO retired.

Performance-Based Restricted Stock Unit Awards. In 2006, BB&T introduced the use of performance-based restricted stock awards for the NEOs. Performance-based restricted stock awards are granted as units. Each unit relates to a contingent share of BB&T Common Stock that is not earned or issued until specific performance conditions are met. The ability to earn shares based on performance over a three-year period was viewed as an efficient and performance-based way to provide alignment with shareholders and potentially greater retentive value to the NEOs. If the specific performance conditions are met, vesting of the performance-based restricted award remains contingent upon the NEO’s continued employment with BB&T for two years beyond the three-year performance period (i.e., total vesting is on a “cliff” basis, with vesting set to occur at the end of the five-year period). The Peer Group analysis indicates that the majority of BB&T’s peers do not institute an additional, time-based vesting requirement for comparable performance-based awards; however, the Compensation Committee believes that this additional vesting requirement promotes the retention of these highly valued executives and is therefore in the best interests of the shareholders. No dividends are paid on the shares underlying the performance-based restricted stock units until the shares are actually issued. BB&T believes that the strong retentive features of restricted stock units are further enhanced in a volatile stock market, which the financial services industry has experienced in recent times.

For the 2008 performance-based restricted stock unit awards for eligible BB&T employees, including the NEOs’ awards, the Compensation Committee set the corporate performance metric as a three-year average (2008-2010) cash basis return on common equity of 16.26%. This threshold represents the 25^th percentile level of the Peer Group’s average cash basis return on common equity for the three-year period ending December 31, 2007 and is the same as the threshold performance level under the LTIP. If BB&T’s three-year average cash basis return on common equity meets or exceeds this goal, then 100% of the shares will have been earned (but not vested); however, if the target performance is not achieved, then the NEOs will not receive any shares. The

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Compensation Committee believes that cash basis return on common equity, when measured over a three-year period, measures how well the NEOs are deploying the financial resources of BB&T to generate long-term shareholder value through earnings growth. Cash basis return on common equity is correlated with shareholder returns. By using cash basis earnings per share growth and cash basis return on assets for short-term awards (specifically, Bonus Plan awards) and cash basis return on common equity for long-term awards (specifically, performance-based restricted stock unit and long-term incentive plan awards), the key measures of performance that are controlled by management have been integrated into the NEOs’ compensation program. Under the terms of the 2008 performance-based restricted stock unit award, if the 2008-2010 performance target is met, then a number of shares of BB&T Common Stock equal to the restricted stock units awarded in 2008 will be issued on February 26, 2013, so long as the NEO is still employed by BB&T.

In 2006 and consistent with the process described above, the Compensation Committee set the 2006-2008 performance-based restricted stock award goal as a three-year average (2006-2008) cash basis return on common equity of 19.95%. For the 2006-2008 performance cycle, BB&T attained a three-year average cash basis return on common equity of 25.04%. Because the performance goal was achieved, the restricted stock units will vest 100% on February 21, 2011 if the NEO is still employed by BB&T.

2006-2008 Performance Based Restricted Stock Units Earned

Equity Award Timing Policy. Generally, the timing of BB&T’s regular annual awards is determined months in advance of the actual grants in order to coincide with a regular meeting of the Board of Directors and the Compensation Committee. The grant date is established when the grants and all key terms are approved by the Board of Directors or the Compensation Committee, as the case may be. As discussed above, the exercise price for each stock option grant in 2008 was the market closing price on the date of grant. In addition, the 2004 Stock Plan includes a prohibition on repricings or replacements of awards under the plan, absent shareholder approval. Newly hired employees who are not executive officers may receive equity incentive awards upon the approval of the Chief Executive Officer, acting upon authority delegated to him by the Compensation Committee and the Board of Directors. For 2008, restricted stock unit awards and/or stock options for new hires were valued as of the 30^th day after the employment hire date. The Chief Executive Officer also is authorized by the Compensation Committee and the Board of Directors to make special equity awards to employees for retention purposes, such as in the event that a highly valued employee is being recruited by a competitor.

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Long-Term Incentive Performance (“LTIP”) Awards

Long-term performance units are awarded to members of Executive Management only, including the NEOs, under the 2004 Stock Plan. Performance units are performance-based awards payable, in the Compensation Committee’s discretion, in the form of shares of BB&T Common Stock, cash or a combination of both. Since 1996, all awards have been paid to the NEOs in cash. The rationale for paying cash has been, in part, to provide the NEOs with additional cash to facilitate the exercise of stock options and the retention of the option shares, as opposed to conducting a “cashless” exercise where a number of shares are immediately sold on the open market to generate proceeds equal to the exercise price of the stock options.

The objective of LTIP awards is to motivate and reward financial performance over a three-year period. While options are generally held until the latter part of their ten-year term, and the cash-based Bonus Plan measures one-year performance, the LTIP awards were designed to measure internal (and relative) performance over three-year cycles. Each year begins a new three-year cycle. At the beginning of each three-year cycle, the Compensation Committee, after considering information from the compensation consultant’s most recent comprehensive review, determines the performance measures and payout range.

The Compensation Committee, based on the compensation consultant’s most recent comprehensive review, annually develops the goals, the size of awards and the performance scale for each grant of performance units. This process has three components: (a) a performance scale with an associated payout percentage that may range from 0-200%; (b) a target percentage of the NEO’s salary that represents the value of the award that may be paid to an individual NEO based on actual performance compared to the range of results established in the performance scale; and (c) the average salary of the NEO over the applicable valuation period. The performance scale set by the Compensation Committee is generally based on average cash basis return on common equity for a three-year period. The midpoint of the performance scale is typically established to reflect median performance levels of the Peer Group. Based on an analysis of historical performance, threshold and maximum levels are established to approximate Peer Group quartile levels of performance (i.e., top quartile performance would generate maximum awards and below median performance would generate awards below target levels, potentially down to zero). The Compensation Committee believes that cash basis return on common equity, when measured over a three-year period and relative to Peer Group performance, measures how effectively the financial resources of BB&T have been used to generate long-term shareholder value through earnings growth. As noted above, by using cash basis earnings per share growth and cash basis return on assets for short-term awards and cash basis return on common equity for long-term awards, the key performance measures controlled by management are integrated into the NEOs’ compensation program. The actual value of the LTIP award is calculated by taking the product of the applicable target percentage for each NEO multiplied by the average salary of the NEO over the three-year valuation period multiplied by the payout percentage, as follows:

Applicable Target % for each NEO x 3-Year Average Salary x Payout %

In 2006, the Compensation Committee set the 2006-2008 LTIP unit cycle and provided that the performance criteria would be average cash basis return on common equity for the three-year performance cycle, with a threshold goal of 19.95%, a target goal of 20.93% and a maximum goal of 29.20%, based on the median of the Peer Group. The threshold, target and maximum goals were based, respectively, on the 25^th, median and 75^th percentile levels of the Peer Group’s average cash basis return on common equity for the three-year period ending December 31, 2005. For the 2006-2008 performance cycle, BB&T attained a cash basis return on common equity of 25.04%, which entitled the participants to receive an award of 148.93% of their target payout. The applicable target percentage as set by the Compensation Committee for each NEO for the 2006-2008 performance unit cycle was as follows: Mr. Allison—105% of average base salary; Mr. King—90% of average base salary; Mr. Chalk—75% of average base salary; Mr. Greene—60% of average base salary; Mr. Wilson—60% of average base salary; and Mr. Henson—60% of average base salary. The 2006-2008 LTIP unit awards paid for 2008 to the NEOs are reflected in column (g) of the 2008 Summary Compensation Table included under the “Compensation of Executive Officers” section below.

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2006-2008 LTIP Cycle Payments

For 2008, the Compensation Committee established the 2008-2010 LTIP cycle and provided that the performance criteria would be average cash basis return on common equity for the three-year performance cycle, with a threshold goal of 16.26%, a target goal of 19.10%, and a maximum goal of 25.12%. The threshold, target and maximum goals were based, respectively, on the 25^th, median and 75^th percentile levels of the Peer Group’s average cash basis return on common equity for the three-year period ending December 31, 2007. The Compensation Committee approved the individual NEO’s target payouts as follows: Mr. Allison—105% of average base salary; Mr. King—90% of average base salary; Mr. Chalk—75% of average base salary; Mr. Greene—60% of average base salary; Mr. Wilson—60% of average base salary; and Mr. Henson—60% of average base salary. The estimated target, threshold and maximum payments under the 2008-2010 LTIP unit awards are reflected in the 2008 Grants of Plan-Based Awards Table included under the “Compensation of Executive Officers” section below.

Employment Agreements

BB&T uses employment agreements to secure the services of key talent within the highly competitive financial services industry. Generally, the employment agreements are entered into with high performing and long-term potential senior employees and are structured to carefully balance the individual financial goals of the executives relative to the needs of BB&T and its shareholders. All the NEOs have entered into employment agreements with BB&T. Each employment agreement includes provisions (a) prohibiting the executive from competing against BB&T (or working for a competitor) if the executive leaves BB&T, (b) providing for payments if the executive is terminated by BB&T for other than “just cause” or if the executive voluntarily terminates his employment with BB&T for “good reason” and (c) providing for payments if the executive is terminated for any reason following a “change of control,” other than a termination for “just cause.” These arrangements define compensation and benefits payable to the NEOs in certain termination and certain merger and acquisition scenarios, giving them some certainty regarding their individual outcomes under these circumstances. BB&T believes these arrangements appropriately minimize the distraction of the NEOs in the event of certain merger and acquisition scenarios, allowing them to remain neutral and focused on maximizing shareholder value. In addition, the noncompetition provisions protect BB&T from a competitive disadvantage if one of the NEOs were to leave the Corporation to work for a competitor. The Compensation Committee approves initial employment agreements and then reviews the agreements on an as-needed basis, based on market trends or on changes in BB&T’s business environment.

In November 2008, at the time that BB&T revised the employment agreements with the NEOs for the purposes of participating in the U.S. Treasury’s Capital Purchase Program (as described below under “EESA, ARRA, Tax and Accounting Considerations—Participation in the U.S. Treasury’s Capital Purchase Program”), BB&T also standardized the term of the employment agreements so that all members of Executive Management

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(which includes the NEOs) would have a thirty-six-month term automatically extended monthly by an additional month, absent contrary notice by either party. Previously, the employment agreements with Mr. Allison, Mr. King and Mr. Chalk provided for three-year terms renewing monthly and the employment agreements for the other NEOs provided for five-year terms renewing monthly. Information provided by the compensation consultant from the 2006 comprehensive review, which was re-confirmed in 2008, showed that providing three-year contract terms was a more common practice than a five-year term within the financial services industry. The Compensation Committee believed that the three-year term provided appropriate retentive features and protections against unjustified terminations, while bringing BB&T’s practices in line with other financial services companies. Additionally, as described below under “EESA, ARRA, Tax and Accounting Considerations—Participation in the U.S. Treasury’s Capital Purchase Program,” the employment agreements with the NEOs have been amended to provide that any bonus or incentive compensation paid to the executive will be subject to recovery by BB&T if the payments were based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate. The employment agreements also were amended to prohibit any payments that would constitute “excess parachute payments” under the EESA. The excess parachute payment revisions were a condition to BB&T’s participation in the Treasury’s Capital Purchase Program. Because the excess parachute payment provisions were removed, the tax “gross-up” provisions (which previously provided that the executive would be reimbursed for any excise taxes imposed pursuant to Section 280G of the Code in connection with excess parachute payments) also were removed, as they are no longer applicable.

On February 17, 2009, the ARRA was enacted. Among other requirements, the ARRA imposes new executive compensation obligations on all current and future participants in the Capital Purchase Program, including BB&T. Pursuant to its terms, additional rulemaking is required to fully implement the ARRA, and the timing and impact of this rulemaking is currently unclear. BB&T will comply in all material respects with the EESA, the ARRA and all applicable rules and regulations, as the same are promulgated or amended from time to time. The ARRA is discussed in greater detail below under “EESA, ARRA, Tax and Accounting Considerations—Participation in the U.S. Treasury’s Capital Purchase Program.”

The employment agreements for each of the NEOs are described in greater detail under “Compensation of Executive Officers—Narrative to 2008 Summary Compensation Table” and “Compensation of Executive Officers—Potential Payments Upon Termination or Change of Control.” For a description of the material terms of the employment agreements for the NEOs, including the definitions of the terms “just cause,” “good reason” and “change of control,” and the potential values of severance and change of control compensation under such agreements, see “Compensation of Executive Officers—Narrative to 2008 Summary Compensation Table” and “Compensation of Executive Officers—Potential Payments Upon Termination or Change of Control” below.

Pension Plan

The NEOs participate in the BB&T Corporation Pension Plan, a tax-qualified defined benefit retirement plan for eligible employees, on the same basis as other similarly situated employees. The Pension Plan provides retirement benefits based on length of service and salary level leading up to retirement with benefits increasing substantially as a participant approaches retirement. BB&T believes the retirement benefits provided by the Pension Plan are meaningful in their own right. However, BB&T also views the Pension Plan as an important retention tool for the NEOs and other highly compensated employees in the later stages of their careers because the Pension Plan benefits would not easily be replicated upon the employee’s departure from the Corporation prior to retirement. The NEOs also participate in the BB&T Corporation Non-Qualified Defined Benefit Plan, which is an unfunded excess benefit plan maintained for the purpose of providing deferred compensation to certain highly compensated employees, including the NEOs (other than Mr. Greene). The primary purpose of the BB&T Corporation Non-Qualified Defined Benefit Plan is to supplement the benefits payable to participants under the Pension Plan to the extent that such benefits are curtailed by application of certain limitations in the Code. Without this supplemental plan, the retirement benefits earned by the NEOs would be severely reduced and the Compensation Committee believes that this supplemental plan, as used in conjunction with the Pension Plan, assures that BB&T will receive the executive retention benefits of the Pension Plan.

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Mr. Greene is the only NEO who participates in the BB&T Corporation Target Pension Plan, a supplemental executive retirement plan, which is more fully described in “Compensation of Executive Officers—Narrative to 2008 Pension Benefits Table” below. The Target Pension Plan is a plan that was made available only to former employees of Southern National Corporation prior to the merger of equals with BB&T in 1995, and Mr. Greene is the only NEO who is a former employee of Southern National Corporation. Supplemental executive retirement plans are frequently used by companies as a recruitment device to attract executives who forfeit meaningful retirement benefits when they change employers. Since BB&T has a strong, long-standing preference to promote from within, BB&T does not typically provide its employees, including the NEOs, with supplemental executive retirement plans.

Perquisites Practices

BB&T provides the NEOs with perquisites and other personal benefits that BB&T believes are reasonable and consistent with BB&T’s overall compensation program to better enable BB&T to attract and retain superior employees for key positions. In 2008, BB&T provided the NEOs with perquisites related to (i) the maintenance of a residential security system previously provided by BB&T and (ii) cash benefit adjustments pursuant to an election to opt out of BB&T group term life insurance coverage. The residential security system benefit is provided for the protection of the NEOs and to reduce the risk to BB&T from the loss of a key executive. BB&T has encouraged members of senior management (including the NEOs) to opt out of the Corporation’s group term life insurance coverage and to have the portion of the group term life insurance premium that would have been paid by BB&T applied to a policy owned by the individual and provided through BB&T Insurance Services, Inc., a wholly owned subsidiary of BB&T. This benefit encourages members of senior management, including the NEOs, to purchase life insurance from a BB&T-owned company at no additional cost to BB&T. This process reduces the group insurance cost for BB&T. BB&T does not provide Executive Management, including the NEOs, with perquisites such as personal club memberships, vacation houses or apartments, personal travel on corporate aircraft or similar perks.

Other Employee Benefits

During 2008, BB&T maintained various employee benefit plans that constitute a portion of the total compensation package available to the NEOs and all eligible employees of BB&T. These plans consisted of the following:

Benefits for the NEOs are determined by the same criteria applicable to all BB&T employees. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with BB&T. These benefits help BB&T to be competitive in attracting and retaining employees. Benefits also help to keep employees focused without distractions related to paying for health care, adequate savings for retirement and similar issues. The Compensation Committee concluded that these employee benefit plans are consistent with plans provided by the Peer Group to their named executive officers and with industry standards.

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Retirement of Mr. Allison and Mr. Chalk

Mr. Allison, BB&T’s Chief Executive Officer, retired from BB&T effective December 31, 2008. Mr. Chalk, BB&T’s Chief Credit Officer, retired from BB&T effective August 31, 2008. As retirement eligible employees, each of Mr. Allison and Mr. Chalk received accelerated vesting of all outstanding unvested equity awards and pro rata payments of their LTIP awards through their date of termination, and became eligible to receive the full balance of their respective retirement accounts. To the extent that the vesting of any performance-based awards was accelerated, payments under the awards remain subject to BB&T’s actual performance and Code Section 409A’s six-month waiting period.

Appointment of New Members of Executive Management

Effective October 1, 2008, Clarke Starnes, who previously served as the manager of BB&T’s Specialized Lending Group, succeeded Mr. Chalk as the Chief Credit Officer. Effective January 1, 2009, Mr. King, who previously served as the Chief Operating Officer, succeeded Mr. Allison as the Chief Executive Officer. On August 26, 2008, Mr. King was appointed to the Board of Directors with a term expiring at the 2009 Annual Meeting. Effective January 1, 2009, Mr. Henson, who previously served as the Chief Financial Officer, succeeded Mr. King as the Chief Operating Officer. Effective January 1, 2009, Daryl Bible, who previously served as the Assistant Chief Financial Officer, succeeded Mr. Henson as the Chief Financial Officer.

Stock Ownership

The Compensation Committee and BB&T’s Chief Executive Officer generally believe that members of Executive Management, including the NEOs, should accumulate meaningful equity stakes over time to further align their economic interests with the interests of shareholders, thereby promoting BB&T’s objective of increasing shareholder value.

Pursuant to BB&T’s Corporate Governance Guidelines, each member of Executive Management, which includes each of the NEOs, is expected to own at least 2,500 shares of BB&T Common Stock within three years after initial election or appointment and to continue to own such shares throughout the full term of the officer’s service as a member of Executive Management. The long-term incentives used by BB&T also facilitate the acquisition of shares of BB&T Common Stock by the NEOs. Currently, each of the NEOs owns the requisite number of shares. Because of their long employment histories and, in some cases, family backgrounds, the vast majority of the net worth of all the NEOs consists of BB&T Common Stock and benefits provided under BB&T benefit plans, such as the Pension Plan. See the “Security Ownership” table above for a specific listing of the amount of BB&T Common Stock beneficially owned by each NEO.

Consistent with BB&T’s compensation philosophy of rewarding the NEOs based on the long-term success of BB&T, BB&T’s Code of Ethics and Insider Trading Policy prohibit speculative trading in BB&T Common Stock (including prohibitions on buying call options and selling put options for BB&T Common Stock) and place limitations on an NEO’s ability to conduct short-term trading, thus encouraging long-term ownership of BB&T Common Stock.

EESA, ARRA, Tax and Accounting Considerations

Participation in the U.S. Treasury’s Capital Purchase Program

In conjunction with the world-wide financial crisis, the Emergency Economic Stabilization Act of 2008 (the “EESA”), which established the Treasury Department’s Troubled Asset Relief Program (“TARP”), was enacted on October 3, 2008. As part of the TARP, the U.S. Department of Treasury (the “Treasury”) created the Capital Purchase Program (“Capital Purchase Program”), under which the Treasury invested up to $250 billion in senior preferred stock of U.S. banks and savings associations or their holding companies for the purpose of stabilizing and providing liquidity to the U.S. financial markets. BB&T elected to participate in the Capital Purchase

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Program and on November 14, 2008, BB&T entered into a purchase agreement with the Treasury pursuant to which BB&T issued Preferred Stock and a warrant relating to BB&T Common Stock for a total price of approximately $3.1 billion. The Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. The terms of the purchase agreement, the Preferred Stock and the warrant are substantially identical for all participating institutions.

The EESA’s applicable executive compensation provisions apply to the compensation arrangements with the NEOs. Consistent with its obligations under the purchase agreement, prior to November 14, 2008, BB&T amended its compensation arrangements with each of the covered officers, among other things, to (a) limit the officer’s compensation so as not to exceed the amount allowable under the EESA and applicable rules and regulations, and (b) provide that any bonus or incentive compensation paid to the executive will be subject to recovery by BB&T if the payments were based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate. Each of these requirements applies during the period that the Treasury owns any securities acquired under the purchase agreement. BB&T also amended its employment agreements with Executive Management to (a) standardize the term of the agreement for all members of Executive Management, including each of the NEOs as reported in this Proxy Statement, at thirty-six months renewing monthly (certain employment agreements with the NEOs had a five-year term renewing monthly) and (b) prohibit any payments that would constitute “excess parachute payments” under the EESA.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “ARRA”) was enacted as a sweeping economic recovery package intended to stimulate the economy and provide for extensive infrastructure, energy, health and education needs. The ARRA also imposes certain new executive compensation and corporate governance obligations on all current and future participants in the Capital Purchase Program, including BB&T, until the institution has redeemed the preferred stock. Pursuant to its terms, additional rulemaking is required to fully implement the ARRA, and the timing and impact of this rulemaking is currently unclear. The executive compensation restrictions under the ARRA (described below) are more stringent than those imposed in connection with the Capital Purchase Program, but it is yet unclear how these executive compensation standards will relate to similar standards that have been, or may in the future be, announced by the Treasury Department.

The ARRA amends Section 111 of the EESA to require the Secretary of the Treasury Department (the “Secretary”) to adopt additional standards with respect to executive compensation and corporate governance for TARP participants (including BB&T). The standards required to be established by the Secretary include, in part, (a) prohibitions on making golden parachute payments to senior executive officers and the next five most highly compensated employees during such time as any obligation arising from financial assistance provided under the TARP, including the Capital Purchase Program, remains outstanding (the “Restricted Period”), (b) prohibitions on paying or accruing bonuses or other incentive awards for certain senior executive officers and the next 20 most highly-compensated employees, except for awards of long-term restricted stock with a value equal to no greater than one-third of the subject employee’s annual compensation that do not fully vest during the Restricted Period, or unless such compensation is pursuant to a valid written employment contract effective prior to February 11, 2009, (c) requirements that Capital Purchase Program participants provide for the recovery of any bonus or incentive compensation paid to senior executive officers and the next 20 most highly-compensated employees based on statements of earnings, revenues, gains or other criteria later found to be materially inaccurate, with the Secretary having authority to negotiate for reimbursement, and (d) a review by the Secretary of all bonuses and other compensation paid by TARP participants to senior executive employees and the next 20 most highly compensated employees before the date of enactment of the ARRA to determine whether such payments were inconsistent with the purposes of the act or contrary to public policy.

The ARRA also sets forth additional corporate governance obligations for TARP recipients, including requirements for the Secretary to establish standards that provide for semi-annual meetings of compensation committees of the board of directors to discuss and evaluate employee compensation plans in light of an assessment of any risk posed from such compensation plans. TARP participants are further required by the

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ARRA to (a) have in place company-wide policies regarding excessive or luxury expenditures, (b) permit non-binding shareholder “say-on-pay” proposals to be included in proxy materials, and (c) provide written certifications by the chief executive officer and chief financial officer with respect to compliance. The Secretary is required to promulgate regulations to implement the executive compensation and certain corporate governance provisions detailed in the ARRA. BB&T will comply in all material respects with the EESA, the ARRA and all applicable rules and regulations, as the same are promulgated or amended from time to time.

Tax Considerations

Section 162(m) of the Code and related regulations generally impose a $1 million cap on the deductibility of compensation paid to certain executive officers by a public corporation, unless an exception applies. One important exception is for qualified “performance-based compensation.” BB&T’s compensation philosophy and policies are intended to comply to the extent possible with Code Section 162(m). In establishing and administering BB&T’s compensation programs, the Compensation Committee generally intends that performance-based compensation will be deductible under Code Section 162(m), although BB&T retains the flexibility to pay compensation that is not eligible for such treatment if it is in the best interest of the Corporation to do so. Under the EESA, as relates to NEO compensation, the Code Section 162(m) deduction limit is reduced to $500,000 for financial institutions (such as BB&T) participating in the Treasury’s Capital Purchase Program. The existing exceptions from Section 162(m), including the exception for qualified performance-based compensation, do not apply under the new rules. Accordingly, by participating in the Treasury’s Capital Purchase Program, BB&T will incur tax expense that would not have otherwise been incurred if BB&T had not participated in the Capital Purchase Program. Despite the increased tax expense, the Board of Directors and Executive Management believed participation in the Capital Purchase Program was warranted in light of the competitive disadvantages BB&T would have experienced by not participating.

Accounting Considerations

Beginning on January 1, 2006, BB&T began accounting for stock-based payments under the 2004 Stock Plan in accordance with the requirements of FAS 123(R). Under this accounting pronouncement, BB&T is generally required to recognize the expense of all share-based awards (such as stock options and performance-based restricted stock units) in its income statement over the award’s vesting or service period. Prior to the adoption of FAS 123(R), BB&T was not required to recognize expense for stock options, although the recognition of expense for restricted stock (including performance-based restricted stock units) was required. Under FAS 123(R), the cost of granting performance-based restricted stock awards was neutral to BB&T in 2006 as compared to the grant of stock options. For 2007 and 2008, the performance-based restricted stock unit awards were less costly to BB&T relative to the expense for the stock option awards. This cost treatment contributed to the Compensation Committee’s decision to introduce performance-based restricted stock unit awards for NEOs in 2006 and to continue to use these awards for 2007 and 2008. For the 2008 incentive stock awards, the Compensation Committee used the closing price of BB&T’s Common Stock on the grant date to determine the number of performance-based restricted stock unit awards.

As described above, BB&T’s executive compensation program establishes incentives based on financial objectives management believes are important to BB&T and its shareholders, including cash basis earnings per share, cash basis return on assets and cash basis return on common equity. These financial measures are determined by methods other than in accordance with GAAP. BB&T derives each of these non-GAAP performance metrics from its cash basis net income, which is a non-GAAP financial measure. Cash basis earnings per share, cash basis return on assets and cash basis return on common equity are each calculated in the same manner as their GAAP counterparts, except that cash basis net income is substituted for GAAP net income in each calculation. Cash basis net income is computed by adjusting net income as determined in accordance with GAAP to exclude certain non-cash gains and charges (such as amortization of intangibles and purchase accounting mark-to-market adjustments) and certain significant gains, losses or expenses that are unusual in nature and that are not likely to recur regularly or in predictable amounts (such as expenses and gains related to

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the consummation of mergers or acquisitions, costs related to integration of merged entities and restructuring charges). For the year ended December 31, 2008, BB&T’s cash basis net income available to common shareholders was computed by adjusting BB&T’s GAAP net income available to common shareholders of $1,498 million to exclude (a) $62 million in connection with the amortization of intangibles and purchase accounting mark-to-market adjustments, (b) $10 million in connection with merger-related and restructuring charges, (c) $51 million in gains related to the sale of BB&T’s ownership interest in Visa, Inc., (d) a $17 million gain related to an IRS settlement in connection with leveraged leases, (e) a $9 million credit for the reversal of a previously accrued litigation reserve, (f) a $22 million gain from the early extinguishment of long-term debt, (g) $36 million in net securities gains, and (h) $3 million in nonrecurring professional fees. As a result of these non-GAAP adjustments, for 2008 BB&T reported cash basis net income available to common shareholders of $1,438 million. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Conclusion

BB&T and the Compensation Committee review all elements of BB&T’s compensation program for the NEOs, including a tally sheet for each NEO delineating each element of the NEO’s compensation. When making a decision regarding any element of a NEO’s compensation, the Compensation Committee takes into consideration all other elements of the NEO’s compensation. In designing the various elements of the total compensation program, BB&T has taken great care to select elements that are performance based and to use a variety of performance metrics that, on the whole, will encourage the achievement of short and long-term shareholder value. BB&T believes the total compensation for each NEO is reasonable and the components of BB&T’s compensation program for the NEOs are consistent with market standards and with comparable programs of the Peer Group. The compensation program for the NEOs is based on the financial performance of BB&T compared to both market medians and Peer Group performance and appropriately links executive performance to the annual financial and operational results of BB&T and the long-term financial interests of the shareholders. BB&T further believes that the foregoing compensation philosophy is consistent with BB&T’s corporate culture and objectives and has served and will continue to serve as a reasonable basis for administering the total compensation program of BB&T, both for the NEOs and all BB&T employees, for the foreseeable future.

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COMPENSATION OF EXECUTIVE OFFICERS

2008 Summary Compensation Table