Sec Form 4 Filing - Goodrich Donna C @ BB&T CORP - 2013-02-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Goodrich Donna C 2. Issuer Name and Ticker or Trading Symbol BB&T CORP [ BBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. Executive Vice President (Last) (First) (Middle) PO BOX 1250 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2013 (Street) WINSTON-SALEM, NC27102-1250 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/26/2013 A 38,067 ( 1 ) A $ 0 91,718.431 ( 2 ) D Common Stock 02/26/2013 A 12,585 ( 3 ) A $ 0 104,303.431 D Common Stock 02/26/2013 A 2,175 ( 4 ) A $ 0 10,057.43 ( 5 ) I By Spouse Common Stock 02/26/2013 F 291 D $ 29.89 9,766.43 I By Spouse Common Stock 7,563.957 ( 6 ) I By 401(k) Common Stock 3,477.985 ( 7 ) I By IRA Common Stock 7,754.373 ( 8 ) I By Spouse's 401(k) Common Stock 3,366.07 ( 9 ) I By Spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 30.08 02/26/2013 A 21,587 02/26/2014( 10 ) 02/26/2023 Common Stock 21,587 $ 0 21,587 D Stock Option (right to buy) $ 44.15 02/20/2008( 11 ) 02/20/2017 Common Stock 36,635 36,635 D Stock Option (right to buy) $ 39.73 02/21/2007( 12 ) 02/21/2016 Common Stock 8,429 8,429 D Stock Option (right to buy) $ 30.09 02/21/2013( 13 ) 02/21/2022 Common Stock 36,455 36,455 D Stock Option (right to buy) $ 38.64 02/22/2006( 14 ) 02/22/2015 Common Stock 6,223 6,223 D Stock Option (right to buy) $ 27.73 02/22/2012( 15 ) 02/22/2021 Common Stock 28,505 28,505 D Stock Option (right to buy) $ 27.75 02/23/2011( 16 ) 02/23/2020 Common Stock 36,875 36,875 D Stock Option (right to buy) $ 36.68 02/24/2005( 17 ) 02/24/2014 Common Stock 5,077 5,077 D Stock Option (right to buy) $ 16.88 02/24/2010( 18 ) 02/24/2019 Common Stock 61,558 61,558 D Stock Option (right to buy) $ 34.29 02/26/2009( 19 ) 02/26/2018 Common Stock 46,642 46,642 D Stock Option (right to buy) $ 44.15 02/20/2008( 11 ) 02/20/2017 Common Stock 3,490 3,490 I By Spouse Stock Option (right to buy) $ 39.73 02/21/2007( 12 ) 02/21/2016 Common Stock 3,652 3,652 I By Spouse Stock Option (right to buy) $ 30.09 02/21/2013( 13 ) 02/21/2022 Common Stock 3,825 3,825 I By Spouse Stock Option (right to buy) $ 38.64 02/22/2006( 14 ) 02/22/2015 Common Stock 3,295 3,295 I By Spouse Stock Option (right to buy) $ 27.73 02/22/2012( 15 ) 02/22/2021 Common Stock 3,044 3,044 I By Spouse Stock Option (right to buy) $ 27.75 02/23/2011( 16 ) 02/23/2020 Common Stock 3,946 3,946 I By Spouse Stock Option (right to buy) $ 36.68 02/24/2005( 17 ) 02/24/2014 Common Stock 2,757 2,757 I By Spouse Stock Option (right to buy) $ 16.88 02/24/2010( 18 ) 02/24/2019 Common Stock 2,040 2,040 I By Spouse Stock Option (right to buy) $ 34.29 02/26/2009( 19 ) 02/26/2018 Common Stock 4,978 4,978 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goodrich Donna C PO BOX 1250 WINSTON-SALEM, NC27102-1250 Sr. Executive Vice President Signatures Carla Brenwald, Attorney-in-fact 02/28/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance Based Restricted Stock Units granted June 22, 2010 on which the performance measurement has been met. The shares will vest on June 22, 2015. ( 2 )Included 63.969 shares acquired between August 1, 2012 and February 1, 2013, under the Issuer's Dividend Reinvestment Plan. ( 3 )Grant of Restricted Stock Units which vest ratably over 3 years. ( 4 )Grant of Restricted Stock Units which vest 4 years from grant date. ( 5 )Includes 14.280 shares acquired between August 1, 2012 and February 1, 2013, under the Issuers Dividend Reinvestment Plan. ( 6 )Includes 104.349 shares acquired between July 1, 2012 and December 31, 2012, under the Issuer's 401(k) Plan. The information in this report is based on plan statements dated July 1, 2012 through December 31, 2012. ( 7 )Includes 67.165 shares acquired between August 1, 2012 and February 1, 2013, under Dividend Reinvestment Plans. ( 8 )Includes 106.976 shares acquired between July 1, 2012 and December 31, 2012, under the Issuer's 401(k) Plan. The information in this report is based on plan statements dated July 1, 2012 through December 31, 2012. ( 9 )Included 65.004 shares acquired between August 1, 2012 and February 1, 2013, under Dividend Reinvestment Plans. ( 10 )The option is exercisable in three equal annual installments beginning on 02/26/2014. ( 11 )The option is exercisable in five equal annual installments beginning on 2/20/2008. ( 12 )The option is exercisable in five equal annual installments beginning on 2/21/2007. ( 13 )The option is exercisable in four equal annual installments beginning on 02/21/2013. ( 14 )The option is exercisable in five equal annual installments beginning on 02/22/2006. ( 15 )The option is exercisable in four equal annual installments beginning on 2/22/2012. ( 16 )The option is exercisable in four equal annual installments beginning on 02/23/2011. ( 17 )The option is exercisable in five equal annual installments beginning on 2/24/2005. ( 18 )The option is exercisable in five equal annual installments beginning on 02/24/2010. ( 19 )The option is exercisable in five equal annual installments beginning on 2/26/2009.

Remarks: poa.txt

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.