Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 04 2016 - 8:22AM
Edgar (US Regulatory)
Registration No. 333-207147
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
(POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4) REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BB&T CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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North Carolina
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56-0939887
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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200 West Second Street
Winston-Salem, North Carolina 27101
(Address, including Zip Code, of Principal Executive Offices)
Options Assumed by BB&T Corporation
Originally Granted Under the Following Plans
National Penn Bancshares, Inc. 2014 Long Term Incentive Compensation Plan
National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan
National Penn Bancshares, Inc. KNBT Bancorp, Inc. Substitute 2004 Stock Option Plan
(Full Title of the Plan)
Robert J. Johnson, Jr.
Senior Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
BB&T Corporation
200
West Second Street
Winston-Salem, North Carolina 27101
Phone: (336) 733-2000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
With copies to:
Paul S. Scrivano, Esq.
OMelveny & Myers LLP
Times Square Tower
7
Times Square
New York, New York 10036
(212) 728-5856
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (2)
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Common Stock, par value $5 per share
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560,000 shares
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N/A
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N/A
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N/A
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(1)
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This Post-Effective Amendment No. 1 on Form S-8 covers shares of BB&T Corporations (BB&T, the registrant, we or our) common stock, par value $5 per share
(the Common Stock) originally registered on the Registration Statement on Form S-4 (No. 333-207147), to which this filing is an amendment, issuable under options assumed by the registrant and, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued in respect of such options pursuant to the National Penn Bancshares, Inc. 2014 Long Term
Incentive Compensation Plan, the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan, and the National Penn Bancshares, Inc. KNBT Bancorp, Inc. Substitute 2004 Stock Option Plan (collectively, the Plans) as a result of
one or more adjustments under the applicable Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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The registration fee in respect of such shares of Common Stock was previously paid at the time of the original filing of the Registration Statement on Form S-4 on September 25, 2015 and Amendment No. 1 to the
Registration Statement on Form S-4 on October 22, 2015.
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EXPLANATORY NOTE
BB&T Corporation (BB&T, the registrant, we or our) hereby amends its Registration Statement on
Form S-4 (No. 333-207147) (the Form S-4) by filing this Post-Effective Amendment No. 1 to Form S-4 on Form S8 (the Form S-8) to register under the Securities Act of 1933, as amended (the Securities
Act), 560,000 shares of common stock, par value $5.00 per share, of BB&T (BB&T Common Stock). These shares were initially registered by the registrant on the Form S-4, which became effective on October 23, 2015.
On April 1, 2016, National Penn Bancshares, Inc. (National Penn) was merged with and into BB&T pursuant to the Agreement and Plan of Merger,
dated as of August 17, 2015, by and between BB&T and National Penn (the Merger Agreement). Under the terms of the Merger Agreement, each option previously granted by National Penn under the Plans that was outstanding and unexercised
immediately prior to the effective time was fully vested and assumed by BB&T, and was converted into a stock option exercisable for BB&T Common Stock. This Form S-8 relates to 560,000 shares of Common Stock originally registered on the Form
S-4 that may be issued following the merger upon the exercise of assumed options held by current employees of National Penn that were originally granted under the Plans. The Form S-8 is being filed to convert 560,000 shares of the
registrants Common Stock covered by the Form S-4 to be covered by the Form S-8. The Form S-4, as amended by the Form S-8, is referred to as the Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities
Act Rule 428(b)(1).
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Certain Documents by Reference
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The following documents of the
registrant filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the
Commission):
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(a)
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The registrants Annual Report on Form 10-K for its fiscal year ended December 31, 2015, filed with the Commission on February 25, 2016;
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(b)
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The registrants Current Reports on Form 8-K, filed with the Commission January 5, 2016, January 21, 2016 (Acc. No. 0000092230-16-000117), February 26, 2016, March 9, 2016, March 11, 2016, March 15, 2016 and April
4, 2016; and
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(d)
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The description of the registrants Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on September 4, 1991, and any other amendment or report filed for the purpose of
updating such description.
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All future filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the termination of the offering of the securities are incorporated by reference in this Registration Statement (other than information in such future filings
deemed, under Commission rules or otherwise, not to have been filed with the Commission). Information filed with the Commission after the date of this Registration Statement will automatically update and supersede information contained in or
previously incorporated by reference in this Registration Statement. Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with Commission rules.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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The validity of the shares of BB&T Common
Stock offered hereby has been passed upon for BB&T by Robert J. Johnson, Jr., Senior Executive Vice President, Secretary, General Counsel and Chief Corporate Governance Officer of BB&T. At the time of rendering the legal opinion, Mr.
Johnson owned shares of BB&T Common Stock and held restricted stock awards and options to purchase additional shares of BB&T Common Stock.
Item 6.
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Indemnification of Directors and Officers
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Sections 55-8-50 through 55-8-58 of the North
Carolina Business Corporation Act contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, such sections provide that: (i) a corporation must indemnify a director or officer
who is wholly successful in the defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation and (ii) a corporation may indemnify a director or officer if he is not wholly successful
in such defense if it is determined as provided by statute that the director or officer meets a certain standard of conduct, except that when a director or officer is liable to the corporation or is adjudged liable on the basis that personal benefit
was improperly received by him, the corporation may not indemnify him. A director or officer of a corporation who is a party to a proceeding may also apply to a court for indemnification, and the court may order indemnification under certain
circumstances set forth in the statute. A corporation may, in its articles of incorporation or bylaws or by contract or resolution of the board of directors, provide indemnification in addition to that provided by statute, subject to certain
conditions.
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BB&Ts bylaws provide for the indemnification of any director or officer of the
registrant against liabilities and litigation expenses arising out of his status as such, excluding any liabilities or litigation expenses relating to activities that were at the time taken known or believed by such person to be clearly in conflict
with the best interest of BB&T.
BB&Ts articles of incorporation provide for the elimination of the personal liability of
each director of BB&T to the fullest extent permitted by law.
BB&T maintains directors and officers liability
insurance that, in general, insures: (i) BB&Ts directors and officers against loss by reason of any of their wrongful acts and (ii) BB&T against loss arising from claims against the directors and officers by reason of their wrongful
acts, all subject to the terms and conditions contained in the policy.
Certain rules of the Federal Deposit Insurance Corporation limit
the ability of certain depository institutions, their subsidiaries and their affiliated depository institution holding companies to indemnify affiliated parties, including institution directors. In general, subject to the ability to purchase
directors and officers liability insurance and to advance professional expenses under certain circumstances, the rules prohibit such institutions from indemnifying a director for certain costs incurred with regard to an administrative or
enforcement action commenced by any federal banking agency that results in a final order or settlement pursuant to which the director is assessed a civil money penalty, removed from office, prohibited from participating in the affairs of an insured
depository institution or required to cease and desist from or take an affirmative action described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(b)).
Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the attached Exhibit Index at page 8, which is incorporated herein by
reference.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration Statement;
provided, however,
that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial
bona fide
offering thereof.
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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(h) Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, North Carolina, on the 4th day of April, 2016.
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BB&T Corporation
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By:
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/s/ Daryl N. Bible
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Name:
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Daryl N. Bible
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Title:
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Senior Executive Vice President
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and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities indicated on the 4th day of April, 2016:
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*
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/s/ Daryl N. Bible
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Name:
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Kelly S. King
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Name:
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Daryl N. Bible
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Title:
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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Title:
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Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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*
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*
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Name:
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Cynthia B. Powell
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Name:
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Jennifer S. Banner
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Title:
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Executive Vice President and Corporate Controller (Principal Accounting Officer)
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Title:
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Director
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*
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*
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Name:
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K. David Boyer Jr.
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Name:
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Anna R. Cablik
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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James A. Faulkner
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Name:
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I. Patricia Henry
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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Eric C. Kendrick
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Name:
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Louis B. Lynn, Ph.D
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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Edward C. Milligan
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Name:
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Charles A. Patton
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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Nido R. Qubein
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Name:
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William J. Reuter
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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Tollie W. Rich, Jr.
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Name:
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Christine Sears
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Title:
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Director
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Title:
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Director
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6
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*
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*
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Name:
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Thomas E. Skains
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Name:
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Thomas N. Thompson
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Title:
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Director
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Title:
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Director
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*
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*
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Name:
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Edwin H. Welch, Ph.D.
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Name:
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Stephen T. Williams
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Title:
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Director
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Title:
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Director
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*By:
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/s/ Daryl N. Bible
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Name:
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Daryl N. Bible
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Title:
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Attorney-in-Fact
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7
EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Amended and Restated Articles of Incorporation of BB&T Corporation, filed April 30, 2014 (incorporated by reference to Exhibit 3(i) to the Current Report on Form 8-K of BB&T Corporation filed May 2, 2014) as amended by
Articles of Amendment of BB&T Corporation with respect to Series H Non-Cumulative Perpetual Preferred Stock, filed March 7, 2016 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of BB&T Corporation filed March 9,
2016).
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4.2
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Amended and Restated Bylaws of BB&T Corporation, effective January 27, 2015 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of BB&T filed January 28, 2015).
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4.3
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National Penn Bancshares, Inc. 2014 Long-Term Incentive Compensation Plan.
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4.4
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National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan.
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4.5
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National Penn Bancshares, Inc. KNBT Bancorp, Inc. Substitute 2004 Stock Option Plan.
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5.1
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Opinion of Robert J. Johnson, Jr. as to validity of the securities being registered.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Robert J. Johnson, Jr. (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney.*
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