8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K
Current Report

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

January 11, 2006

Date of Report (Date of earliest event reported)

BB&T Corporation
(Exact name of registrant as specified in its charter)

Commission file number : 1-10853

North Carolina	56-0939887
(State of incorporation)	(I.R.S. Employer Identification No.)

200 West Second Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip Code)

(336) 733-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ Ö ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01   Other Events

           The purpose of this Current Report on Form 8-K is to announce the signing of a definitive merger agreement for BB&T Corporation to acquire First Citizens Bancorp of Cleveland, Tennessee, and to furnish the related analyst presentation materials.

ITEM 9.01   Financial Statements and Exhibits

Exhibit 99.1 Press Release announcing the signing of a definitive agreement for BB&T Corporation to acquire First Citizens Bancorp of Cleveland, Tennessee.

Exhibit 99.2 Presentation package delivered to Analysts on January 12, 2006.

S  I  G  N  A  T  U  R  E

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

                                                                                BB&T CORPORATION
                                                                                (Registrant)

                                                                                By: /S/ EDWARD D. VEST

                                                                                Edward D. Vest
                                                                                Executive Vice President and Corporate Controller
                                                                                (Principal Accounting Officer)

Date:       Janurary 12, 2006

EX-99.1

Exhibit 99.1

Jan. 12, 2006

FOR IMMEDIATE RELEASE

Contacts:
ANALYSTS
Tom A. Nicholson	Chris L. Henson
Executive Vice President	Senior Executive Vice President
Investor Relations	Chief Financial Officer
(336) 733-3058	(336) 733-3008
MEDIA
Bob Denham	Burney Warren	Kenneth H. Rayborn
Senior Vice President	Executive Vice President	President and CEO
Public Relations	Mergers & Acquisitions	First Citizens Bancorp
(910) 914-9073	(252) 321-3347	(423) 478-8600

BB&T to acquire First Citizens Bancorp of Cleveland, Tenn.

          WINSTON-SALEM, N.C. — BB&T Corporation (NYSE: BBT) today said it plans to buy privately held First Citizens Bancorp in a $142.6 million transaction that would strengthen BB&T’s presence in east Tennessee, including the fast growing Interstate 75 corridor between Knoxville and Chattanooga.

          With $686 million in assets, Cleveland-based First Citizens Bancorp is the fourth largest bank in east Tennessee. Founded in 1974, it operates 16 full-service banking centers in Tennessee, two in North Carolina and one in Georgia through banking subsidiaries The Bank/First Citizens of Cleveland, Tenn.; The Home Bank of Tennessee of Maryville; and The Home Bank of Ducktown, Tenn.

          First Citizens shareholders can elect to receive either 1.30 shares of BB&T stock for each of their shares or a cash option. The cash amount would be BB&T’s average share price for a five-day period prior to closing multiplied by 1.30 (limited to 25 percent of First Citizens shares outstanding at closing. If that percentage is exceeded, a portion would be converted to stock.)

          Approved by the directors of both companies, the transaction is valued at $54.52 per First Citizens share based on the stock swap option and BB&T’s closing price Wednesday of $41.94. The merger, which is subject to regulatory and shareholder approval, is expected to be completed in the second quarter.

MORE

          “This merger accelerates our long-term earnings growth potential by expanding our Tennessee market,” said BB&T Chairman and Chief Executive Officer John Allison. “It will allow us to extend our growing Knoxville-based presence toward Chattanooga and on to our existing north Georgia franchise.

          “But more than attractive markets, we realized long ago that the success of our mergers depends primarily on people. And First Citizens is certainly led by very experienced bankers who focus on highly personal service, profitability, growth and credit quality.”

          The merger would bump BB&T from ninth to seventh in deposit market share in Tennessee and from fifth to fourth in east Tennessee. BB&T would jump from eighth to first in deposit market share in the Cleveland metropolitan statistical area.

          Tennessee’s transportation infrastructure — including four major interstate highways in east Tennessee — makes the Midstate attractive to commercial manufacturers. More than 145 manufacturers are located in Cleveland-Bradley County alone, along with major employers in health care, financial services, retail and education.

          Knoxville is the 14th best city in the nation for business relocation or expansion and Chattanooga is among the top 50, according to Expansion Management magazine.

          First Citizens customers will be introduced to BB&T’s strong branch-based sales culture and its broad product and services line, including insurance, mutual funds, trust, online banking, annuities, investment banking, retail brokerage, treasury services, leasing and international banking.

          “For some time now, we’ve had a clear-cut goal of becoming the leading community bank in the markets we serve,” said Kenneth Rayborn, president and Chief Executive Officer of First Citizens Bancorp. “One of the great things about this merger is that BB&T’s unique community banking structure will give us the autonomy to continue toward that goal by serving our clients in the same attentive manner they’ve grown accustomed to.

          “The fact that BB&T is known throughout the industry for its highly client-focused approach to doing business makes this an even better fit.”

          BB&T divides its 11-state banking network into autonomous regions which operate like community banks. Nearly all decisions are made locally, close to the customer.

          Rayborn and Executive Vice President F. Alan Smith, along with the leadership of the other affiliate banks, will be actively involved in the merger integration and are expected to continue their association with the company, officials from both companies said.

MORE

          Rayborn will be offered a position on the Branch Banking and Trust Company board of directors for BB&T’s lead bank subsidiary. The remaining members of the First Citizens and affiliate banks boards of directors will be asked to serve on BB&T local advisory boards. Smith will become a BB&T executive vice president.

          BB&T moved into Tennessee in December 2000 with its acquisition of the former BankFirst Corporation of Knoxville.

          The First Citizens merger announcement comes a month after BB&T said it would buy Main Street Banks Inc. of metro Atlanta in a $622.7 million stock swap.

          Winston-Salem-based BB&T Corporation and its subsidiaries offer full-service commercial and retail banking and additional financial services such as insurance, investments, retail brokerage, corporate finance, consumer finance, treasury services, international banking, leasing and trust.

          BB&T operates more than 1,400 financial centers in the Carolinas, Virginia, Maryland, West Virginia, Kentucky, Tennessee, Georgia, Florida, Alabama, Indiana and Washington, D.C.

          With $107.1 billion in assets, BB&T Corp. is the nation’s ninth largest financial holding company. More information about BB&T Corp. is available at www.BBandT.com.

###

          This press release contains forward-looking statements as defined by federal securities laws. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from current projections and estimates.

          Please refer to BB&T’s filings with the Securities and Exchange Commission (SEC) for a summary of important factors that could affect BB&T’s forward-looking statements. BB&T undertakes no obligation to revise these statements following the date of this press release.

          BB&T’s news releases are available at no charge through PR Newswire’s Company News On-Call facsimile service. For a menu of BB&T’s news releases or to retrieve a specific release call 1-800-758-5804, extension 809325.

          The foregoing may be deemed to be offering materials of BB&T Corporation in connection with BB&T’s proposed acquisition of First Citizens Bancorp, on the terms and subject to the conditions in the Agreement and Plan of Reorganization, dated Jan. 11, 2006, between BB&T and First Citizens. This disclosure is being made in connection with Regulation of Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted by the SEC.

          BB&T and First Citizens shareholders and other investors are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4, which BB&T will file with the SEC in connection with the proposed merger, because it will contain important information about BB&T, First Citizens, the merger, the persons soliciting proxies in the merger and their interests in the merger and related matters.

          The respective directors and executive officers of BB&T and First Citizens and other persons may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction. Information regarding BB&T’s directors and executive officers is available in its proxy statement filed with the SEC on March 25, 2005.

           Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

          First Citizens is a privately held corporation.

          The press release does not constitute an offer to sell, or a solicitation of an offer to buy, shares of BB&T common stock, or the solicitation of any proxies from First Citizens shareholders.

          After it is filed with the SEC, the joint proxy statement/prospectus will be available for free, both on the SEC Web site (www.sec.gov) and from BB&T and First Citizens as follows:

          Michael L. Nichols, External Reporting Manager, BB&T Corporation, 150 S. Stratford Road, Suite 400, Winston-Salem, NC 27104. Telephone: (336) 733-3079.

          F. Alan Smith, EVP, First Citizens Bancorp, 2305 Keith St., Cleveland, TN. Telephone: (423) 478-8600.

          In addition to the proposed registration statement and joint proxy statement/prospectus, BB&T files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by either company at the SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC’s other public reference rooms in New York and Chicago.

          Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms. BB&T filings with the SEC are also available to the public from commercial document-retrieval services and at www.sec.gov.

EX-99.2

Exhibit 99.2

BB&T
and
First Citizens Bancorp
Cleveland, Tennessee
Expanding a Great Franchise
Analyst Presentation
January 12, 2006

1

Forward-Looking Information

BB&T has made forward-looking statements in the accompanying analyst presentation materials that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the management of BB&T, and on the information available to management at the time the analyst presentation materials were prepared. In particular, the analyst materials in this report include statements regarding estimated earnings per share of BB&T on a stand alone basis, expected cost savings from the merger, estimated merger or restructuring charges, estimated increases in First Citizens Bancorp’s fee income ratio and net interest margin, estimated financial impacts resulting from deposit divestitures, the anticipated accretive effect of the merger, and BB&T’s anticipated performance in future periods. With respect to estimated cost savings and merger or restructuring charges, BB&T has made assumptions about, among other things, the extent of operational overlap between BB&T and First Citizens Bancorp, the amount of general and administrative expense consolidation, costs relating to converting First Citizens Bancorp’s bank operations and data processing to BB&T’s systems, the size of anticipated reductions in fixed labor costs, the amount of severance expenses, the extent of the charges that may be necessary to align the companies’ respective accounting policies, and the cost related to the merger. The realization of cost savings and the amount of merger or restructuring charges are subject to the risk that the foregoing assumptions are inaccurate.

Any statements in the accompanying exhibit regarding the anticipated accretive effect of the merger and BB&T’s anticipated performance in future periods are subject to risks relating to, among other things, the following possibilities: (1) expected cost savings from this merger or other previously announced mergers may not be fully realized or realized within the expected time frame; (2) deposit attrition, customer loss or revenue loss following proposed mergers may be greater than expected; (3) competitive pressure among depository and other financial institutions may increase significantly; (4) costs or difficulties related to the integration of the businesses of BB&T and its merger partners, including First Citizens Bancorp, may be greater than expected; (5) changes in the interest rate environment may reduce margins; (6) general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality, or a reduced demand for credit; (7) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which BB&T and First Citizens Bancorp are engaged; (8) adverse changes may occur in the securities markets; and (9) competitors of BB&T and First Citizens Bancorp may have greater financial resources and develop products that enable such competitors to compete more successfully than BB&T and First Citizens Bancorp.

BB&T believes these forward-looking statements are reasonable; however, undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Such statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and shareholder value of BB&T following completion of the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond management’s ability to control or predict.

2

Outline

· Background and transaction terms

· Financial data

· Rationale for the acquisition

· Investment criteria

· Summary

· Appendix

3

BB&T Corporation (BBT)

· $109.6 billion financial holding company*

· 1,427 branch locations in NC, SC, VA, GA, MD, WV, KY, TN, FL, AL, IN, and the District of Columbia*

		For 3 Months
		Ended 9/30/05
·	ROA	1.64	%
·	Cash Basis ROA	1.81	%
·	ROE	15.65	%
·	Cash Basis ROE	28.56	%
·	Cash Basis Efficiency Ratio	49.66	%

*Includes the previously announced acquisition of Main Street Banks, Inc.

4

First Citizens Bancorp*

· $686 million multi-bank holding company headquartered in Cleveland, TN

· First Citizens has 19 branches: 16 in Eastern Tennessee, two in North Carolina, and one in Georgia

		For 3 months
		Ended 9/30/05
·	ROA		1.41	%
·	Cash Basis ROA		1.41	%
·	ROE		19.66	%
·	Cash Basis ROE		19.66	%
·	Cash Basis Efficiency Ratio		49.53	%

*First Citizens is a privately held company.

5

Company History

· Originally founded in 1974, the Company now operates three separately chartered bank subsidiaries:

— The Bank/First Citizens

— The Home Bank

— The Home Bank of Tennessee

· First Citizens collectively serves six counties in East Tennessee, including the major MSA’s of Chattanooga and Knoxville

· First Citizens has strong market coverage along the I-75 corridor connecting Chattanooga and Knoxville, TN

· Twelfth largest Tennessee-based bank; 4^th largest in Eastern Tennessee

· The Bank/First Citizens is the lead subsidiary bank

6

Pro Forma Company Profile

·	Size:	$110.2 billion in assets*
		$23.5 billion in market capitalization**
·	Offices:

VA	404
NC	335
GA	144	*
MD	127
SC	98
KY	94
FL	89
WV	80
TN	63
DC	9
AL	2
IN	1
TOTAL	1,446

  ^*Includes previously announced Main Street Banks, Inc. pending acquisition
^**Based on closing prices as of 01/11/06

7

Terms of the Transaction

8

Terms of the Transaction

· Purchase price: $54.52*

· Aggregate value: $142.6 million*

· Consideration: First Citizens shareholders will have the opportunity to make an election to exchange their shares based on one of the following two options: **

1. A fixed exchange ratio of 1.30 of a share of BB&T stock for each share of First Citizens stock

2. A fixed cash price based on BB&T’s average share price for a five-day period multiplied by 1.30; the cash election will be limited to an aggregate of 25% of the First Citizens’ shares outstanding

· Structure: Tax-free exchange to the extent that stock is received

· Termination fee: $6 million

· Expected closing: Second quarter 2006

  *Based on BB&T’s closing stock price of $41.94 on 01/11/06 and assuming shareholders choose the stock election (option 1).
**Individual shareholders will be able to elect the proportion of their shares they exchange for option 1 or option 2. To the extent that total cash elections received from shareholders exceed the aggregate cash available, shares exchanged for the cash election (option 2) will be reallocated to the stock election (option 1) on a proportional basis. The aggregate cash election will be limited to 25% of the First Citizens’ shares outstanding.

9

Pricing*

·	Purchase price	$54.52
·	Price/9-30-05 stated book	3.31x
·	Price/9-30-05 tangible book	3.35x
·	Price/9-30-05 LTM EPS	15.52x
·	Price/9-30-05 LTM Core EPS	15.17x
·	Price/2005 EPS estimate	14.93x
·	Price/2006 EPS estimate	13.37x
·	BB&T shares issued	3.40 million**

  *Assumes stock election by shareholders.
**BB&T shares based on First Citizens' shares outstanding adjusted for stock options using the treasury method. BB&T expects to repurchase approximately 2.9% of these shares in the transaction.

10

Acquisition Comparables*

Comparable Acquisitions Announced in the Southeast since January 1, 2004
with Seller Assets over $50 Million

																		Deal Pr/			Deal Pr/
		Date		Seller				Deal Value/			Deal Pr/			Deal		Deal Pr/		LTM			LTM Core
Buyer	Seller	Announced		Total Assets		Deal Value		Assets			Stock Pr			Pr/Bk		Tg Bk		EPS			EPS
				($M)		($M)		(%)			(%)			(%)		(%)		(x)			(x)
South Financial Group, Inc. (The)	CNB Florida Bancshares, Inc.		1/20/2004		810.3		154.8		19.1			9.5			272.6		303.6		24.0			25.8
FSB Bancshares, Inc.	American City Bancorp, Inc.		3/8/2004		125.8		21.3		16.9			NA			249.2		249.2		30.1			NA
South Financial Group, Inc. (The)	Florida Banks, Inc.		3/17/2004		943.8		168.0		17.8			26.5			311.7		311.7		36.7			36.7
Alabama National BanCorporation	Coquina Bank		3/30/2004		98.4		29.7		30.2			NA			277.4		277.4		23.2			NA
First National Bankshares of Florida, Inc.	First Bradenton Bank		6/30/2004		54.1		8.3		15.4			NA			171.2		171.2		30.8			NA
Popular, Inc.	Kislak Financial Corporation		8/17/2004		876.0		158.0		18.0			NA			240.2		240.2		22.5			NA
United Community Banks, Inc.	Liberty National Bancshares, Inc.		8/24/2004		179.1		36.7		20.5			NA			299.9		299.9		21.6			NA
Wilson Bank Holding Company	Community Bank of Smith County		9/13/2004		76.1		5.9		7.8			NA			198.8		198.8		18.5			NA
First Bank Corp	Bor Bancshares, Incorporated		9/16/2004		119.1		26.6		22.3			NA			312.7		312.7		16.9			NA
Fidelity Bankshares, Inc.	First Community Bancorp, Inc.		9/21/2004		150.9		26.6		17.6			NA			250.0		250.0		20.0			NA
Colonial BancGroup, Inc.	Union Bank of Florida		9/27/2004		1,052.5		233.0		22.1			NA			307.0		307.0		26.8			NA
First Citizens Bancorporation, Inc.	People's Community Capital Corporation		10/18/2004		121.5		39.9		32.9			33.3			278.0		278.0		29.1			29.7
South Financial Group, Inc. (The)	Pointe Financial Corporation		10/27/2004		374.3		103.7		27.7			NA			291.1		316.5		33.3			37.7
Liberty Bancshares, Inc.	TrustBanc Financial Group, Inc.		12/3/2004		113.2		28.0		24.7			NA			263.2		263.3		26.9			NA
Colonial BancGroup, Inc.	FFLC Bancorp, Inc.		1/14/2005		1,065.3		225.0		21.1			15.9			259.9		259.9		22.2			22.2
Capital City Bank Group, Inc.	First Alachua Banking Corporation		2/3/2005		229.2		58.2		25.4			NA			235.8		247.1		23.7			NA
First National Security Company	First Community Banking Corporation		3/1/2005		375.8		89.7		23.9			NA			200.0		202.1		19.7			NA
First Citizens Bancorporation, Inc.	Summit Financial Corporation		3/7/2005		320.9		110.0		34.3			(5.6	)		266.7		268.0		24.4			24.7
First Security Group, Inc.	Jackson Bank & Trust		5/12/2005		167.9		33.1		19.7			NA			185.6		185.6		19.2			NA
FLAG Financial Corporation	First Capital Bancorp, Inc.		5/26/2005		675.0		135.2		20.0			40.1			221.6		255.7		32.8			32.8
Union Bankshares, Inc.	First Paris Holding Company		6/28/2005		102.5		15.8		15.4			NA			182.0		185.6		18.5			NA
Capital Bank Corporation	1st State Bancorp, Inc.		6/29/2005		372.8		114.6		30.7			6.6			166.7		166.7		30.2			31.2
BancorpSouth, Inc.	American State Bank Corporation		8/10/2005		341.8		50.0		14.6			NA			232.7		232.7		25.1			NA
Security Bank Corporation	Rivoli Bancorp, Inc.		9/9/2005		210.9		38.6		18.3			NA			302.2		302.2		25.8			26.0
Maximum					1,065.3		233.0		34.3			40.1			312.7		316.5		36.7			37.7
Minimum					54.1		5.9		7.8			(5.6	)		166.7		166.7		16.9			22.2
Average					373.2		79.6		21.5			18.0			249.0		253.5		25.1			29.6
Median					220.1		45.0		20.3			15.9			254.9		257.8		24.2			29.7
Deal Price: $54.52
BB&T Corporation	First Citizens Bancorp				686.0		142.6		20.8			NA			331.2		335.2		15.5			15.2
Over/(Under) Average Comparables									(.7	)		NA			82.2		81.7		(9.6	)		(14.5	)

*Source for Acquisition Comparables: SNL Financial

11

Acquisition Comparables*

Comparable Acquisitions Announced since January 1, 2004
with Seller Assets between $250 Million and $1 Billion

																		Deal Pr/			Deal Pr/
		Date		Seller				Deal Value/			Deal Pr/			Deal		Deal Pr/		LTM			LTM Core
Buyer	Seller	Announced		Total Assets		Deal Value		Assets			Stock Pr			Pr/Bk		Tg Bk		EPS			EPS
				($M)		($M)		(%)			(%)			(%)		(%)		(x)			(x)
South Financial Group, Inc. (The)	CNB Florida Bancshares, Inc.		1/20/2004		810.3		154.8		19.1			9.5			272.6		303.6		24.0			25.8
Sun Bancorp, Inc.	Community Bancorp of New Jersey		2/16/2004		427.8		83.2		19.4			9.3			316.2		316.2		33.4			37.3
Provident Bancorp, Inc.	Warwick Community Bancorp, Inc.		3/15/2004		760.0		154.3		20.3			(4.2	)		198.4		206.1		22.7			23.7
F.N.B. Corporation	Slippery Rock Financial Corporation		5/5/2004		335.0		77.9		23.3			49.5			242.3		250.4		30.7			32.9
Fulton Financial Corporation	First Washington FinancialCorp		6/14/2004		482.6		127.2		26.4			39.2			318.2		318.2		25.5			27.0
KeyCorp	EverTrust Financial Group, Inc.		6/24/2004		770.1		195.0		25.3			26.7			194.7		194.7		27.0			27.8
Brookline Bancorp, Inc.	Mystic Financial, Inc.		7/7/2004		441.2		65.6		14.9			20.0			216.9		216.9		32.3			36.8
Park National Corporation	First Federal Bancorp, Inc.		8/2/2004		258.2		45.9		17.8			56.4			194.9		194.9		24.5			24.5
WesBanco, Inc.	Winton Financial Corporation		8/25/2004		553.7		103.2		18.6			35.6			209.3		209.5		21.3			22.7
Placer Sierra Bancshares	First Financial Bancorp		9/7/2004		324.1		50.2		15.5			30.3			220.3		221.1		28.2			27.0
South Financial Group, Inc. (The)	Pointe Financial Corporation		10/27/2004		374.3		103.7		27.7			NA			291.1		316.5		33.3			37.7
Berkshire Hills Bancorp Inc.	Woronoco Bancorp, Inc.		12/16/2004		898.5		147.2		16.4			(1.6	)		167.8		174.8		23.1			23.1
Sky Financial Group, Inc.	Belmont Bancorp.		12/21/2004		296.7		68.9		23.2			13.6			215.3		215.3		26.7			27.9
Fulton Financial Corporation	SVB Financial Services, Inc.		1/11/2005		474.9		89.6		18.9			(3.5	)		302.3		302.3		25.9			27.6
Willow Grove Bancorp, Inc.	Chester Valley Bancorp Inc.		1/20/2005		644.7		151.9		23.6			28.1			265.2		274.3		23.4			26.3
Pacific Capital Bancorp	First Bancshares, Inc.		2/28/2005		279.7		60.8		21.7			50.5			297.6		297.6		24.1			25.1
First Citizens Bancorporation, Inc.	Summit Financial Corporation		3/7/2005		320.9		110.0		34.3			(5.6	)		266.7		268.0		24.4			24.7
FLAG Financial Corporation	First Capital Bancorp, Inc.		5/26/2005		675.0		135.2		20.0			40.1			221.6		255.7		32.8			32.8
NBT Bancorp Inc.	CNB Bancorp, Inc.		6/13/2005		419.4		87.6		20.9			44.1			213.0		258.2		19.6			20.3
New York Community Bancorp, Inc.	Long Island Financial Corp.		8/1/2005		539.7		69.8		12.9			25.2			230.4		230.4		19.5			19.5
Bay View Capital Corporation	Great Lakes Bancorp, Inc.		10/26/2005		745.0		67.7		9.1			NA			172.5		172.5		21.1			26.4
Alabama National BanCorporation	Florida Choice Bankshares Inc.		10/27/2005		293.9		108.9		37.1			NA			259.6		259.6		28.6			28.6
F.N.B. Corporation	Legacy Bank		12/21/2005		382.1		73.0		19.1			38.2			171.7		212.5		32.3			32.3
Maximum					898.5		195.0		37.1			56.4			318.2		318.2		33.4			37.7
Minimum					258.2		45.9		9.1			(5.6	)		167.8		172.5		19.5			19.5
Average					500.3		101.4		21.1			25.1			237.3		246.5		26.3			27.7
Median					441.2		89.6		20.0			25.2			221.6		250.4		25.5			27.0
Deal Price: $54.52
BB&T Corporation	First Citizens Bancorp				686.0		142.6		20.8			NA			331.2		335.2		15.5			15.2
Over/(Under) Average Comparables									(0.3	)		NA			93.9		88.8		(10.8	)		(12.6	)

*Source for Acquisition Comparables: SNL Financial

12

Financial Data

13

Financial Summary

	BB&T		FCB*
For The Quarter Ended:	9/30/05		9/30/05
ROA	1.64	%	1.41	%
Cash Basis ROA	1.81		1.41
ROE	15.65		19.66
Cash Basis ROE	28.56		19.66
Net Interest Margin (FTE)	3.88		4.97
Cash Basis Efficiency Ratio	49.66		49.53
Net Charge-Offs	0.30		0.06
Reserve/NPLs	353.87		183.00
NPAs/Assets	0.28		0.82

*First Citizens is an S-Corp. Net income has been adjusted to reflect taxation as a C-Corp.

14

Capital Strength

	BB&T		FCB
	9/30/05		9/30/05
Equity/assets	10.5	%	8.2	%
Leverage capital ratio	7.3	%	8.5	%
Total risk-based capital	14.9	%	12.7	%

15

Rationale for Acquisition

· BB&T has announced a strategy to pursue in-market (Carolinas/Virginia/West Virginia/ DC/Maryland/Tennessee/Kentucky/Florida/Georgia) acquisitions of high quality banks and thrifts in the $500 million to $15 billion range. The acquisition of First Citizens is consistent with this strategy.

· This merger accelerates BB&T’s long term earnings growth rates by expanding BB&T’s Tennessee market; provides contiguous expansion from our current Knoxville-based markets toward Chattanooga and our Northeast Georgia franchise.

· An acquisition of First Citizens provides BB&T with the following:

— Senior management team with significant local banking expertise.

— The opportunity to sell BB&T’s broad array of banking and insurance products to First Citizens’ client base.

· Improves efficiency — 35% cost savings fully realized in the first 12 months of operations following conversion; anticipate consolidation of up to 11 of their 19 locations with existing BB&T locations.

· This merger increases BB&T’s market share rank in Tennessee from 9^th to 7^th and from 5^th to 4^th in Eastern Tennessee.

· In the Cleveland, TN MSA, BB&T will become #1 in market share, rising from 8^th position.

· This acquisition is consistent with past acquisitions which we have successfully executed, i.e., it fits our model.

16

Efficiency Improvement

Targeted Annual Cost Savings
$6.6 million or approximately
35% of First Citizens' expense base*

*BB&T anticipates consolidation of up to 11 of First Citizens’ 19 locations with existing BB&T branches.

17

Branch Locations

18

2005 Economic Vitality Map

19

Market Characteristics

· Transportation infrastructure makes Tennessee attractive to commercial manufacturers — four major interstates intersect in Eastern Tennessee

· According to the Small Business Survival Index (SBSI), Tennessee is the fifteenth best state in the nation in overall public policy that promotes low taxes, limited government, restrained regulation, and protection of property rights

· East Tennessee is home to a variety of divisions of Fortune 500 companies including ALCOA, Maytag, Rubbermaid, and Coca-Cola

20

Market Characteristics

· Chattanooga was ranked as one of the top 50 cities for business by Expansion Management magazine

· Cleveland/Bradley County has over 145 manufacturers as well as major employers in healthcare, financial services, retail, and education

· Based on a recent 10-year growth report, Bradley County shows allocation of $64 million of investment in twelve new manufacturing plants

· Expansion Management magazine named Knoxville as the 14^th best city for business to relocate or expand into in the U.S.

21

BB&T Investment Criteria

· Cash Basis EPS (accretive by year 2)

· GAAP EPS (accretive by year 3)

· Internal rate of return (15% or better)

· Cash Basis ROE (accretive by year 3)

· Cash Basis ROA (accretive by year 3)

· Tangible book value per share (accretive by year 5)

· Must not cause combined leverage capital ratio to go below 7%

· Must create accelerated dividend growth potential by year 5 for current BB&T shareholders

Criteria are listed in order of importance. There are sometimes trade-offs among criteria. BB&T is primarily concerned with cash basis measures for each of the criterion above.

22

Assumptions

· Closing Stock Price as of January 11, 2006: BB&T - $41.94

· Current Market Price: First Citizens — N/A (privately held)

· BB&T Base Model: The projected 2006 financial statement is based on the First Call EPS estimate of $3.30 and subsequent years are based on 10% income statement and balance sheet growth.

· First Citizens Base Forecast: The 2005 net income estimate is based on pre-tax income of $14.9 million. The 2006 projection reflects approximately 10% growth.

· Cost Savings: 35% annual cost savings of First Citizens’ estimated noninterest expense base are used in the valuation to be fully realized in the first 12 months following conversion.

· Growth Rates: All of First Citizens’ balance sheet and income statement items, except for noninterest income, are grown at 10%. Noninterest income was grown in order to achieve a core fee income ratio of 35% in year 7, and grown at 10% thereafter.

· Margin: After the impact of divestiture, First Citizens’ margin is projected to be 4.38% in all model years.

· Divestiture: Based on HHI analysis, a divestiture of approximately $32.7 million is required in the Blue Ridge Area, GA-TN Federal Banking Market.

· One-time charges: One-time after-tax merger-related charges of $11.1 million, net of estimated premium of $1.3 million from divested deposits.

23

Results of the Transaction Assuming
Shareholders Elect 100% Stock

24

Earnings Per Share Impact

				Accretion				Accretion
				(Dilution)		Pro Forma		(Dilution)
		Pro Forma		Pro Forma		Cash Basis		Pro Forma
Year		EPS		Shares		EPS		Shares
	2006*	$	3.30		$(0.00)		$3.44	($	0.00	)
	2007		3.63		0.00		3.78		0.00
	2008		3.99		0.00		4.14		0.00
	2009		4.40		0.00		4.55		0.01
	2010		4.84		0.01		4.99		0.01
	2011		5.33		0.01		5.48		0.01
	2012		5.86		0.02		6.01		0.02
	2013		6.45		0.02		6.60		0.03
	2014		7.10		0.03		7.25		0.03
	2015		7.81		0.03		7.96		0.03
	2016		8.59		0.03		8.74		0.03
	Internal rate of return				20.92%

*2006 results are based on an assumed June 1, 2006 closing.

25

ROE Impact¹

							Pro Forma
		Pro Forma					Cash Basis
Year		ROE (%)		Change			ROE (%)		Change
	2006		15.22		(0.14	)		28.15		(0.05	)
	2007		15.84		(0.08	)		26.57		0.06
	2008		16.01		(0.07	)		25.49		0.04
	2009		16.15		(0.06	)		24.52		0.04
	2010		16.24		(0.05	)		23.63		0.04
	2011		16.29		(0.03	)		22.80		0.04
	2012		16.30		(0.02	)		22.02		0.05
	2013		16.28		(0.01	)		21.32		0.05
	2014		16.23		(0.01	)		20.67		0.04
	2015		16.16		(0.01	)		20.07		0.03
	2016		16.07		(0.00	)		19.51		0.03

¹  The decrease in cash basis ROE results from the build up in equity relative to assets. If consistent with attaining and maintaining a leverage capital ratio of at least 7%, BB&T may choose to leverage the balance sheet further through future repurchases of BB&T’s common stock.

26

ROA Impact

							Pro Forma
		Pro Forma					Cash Basis
Year		ROA (%)		Change			ROA (%)		Change
	2006		1.61		(0.01	)		1.76		(0.01	)
	2007		1.64		(0.00	)		1.78		0.00
	2008		1.64		(0.00	)		1.77		0.00
	2009		1.65		(0.00	)		1.76		0.00
	2010		1.66		0.00			1.76		0.00
	2011		1.66		0.00			1.76		0.00
	2012		1.67		0.00			1.75		0.00
	2013		1.67		0.00			1.75		0.01
	2014		1.68		0.00			1.75		0.01
	2015		1.68		0.00			1.74		0.01
	2016		1.68		0.00			1.74		0.01

27

Book Value/Capital Impact

		Pro Forma				Pro Forma
		Stated Book Value Per Share				Tangible Book Value Per Share					Pro Forma*
				Accretion				Accretion			Leverage
Year		Stated		(Dilution)		Tangible		(Dilution)			Ratio
	2006	$	22.19	$	0.12	$	13.41	$	(0.02	)		7.23	%
	2007		24.12		0.12		15.34		(0.02	)		7.31
	2008		26.27		0.12		17.50		(0.01	)		7.30
	2009		28.71		0.13		19.95		(0.00	)		7.54
	2010		31.46		0.13		22.69		0.01			7.78
	2011		34.58		0.14		25.82		0.02			8.03
	2012		38.08		0.16		29.32		0.04			8.28
	2013		41.99		0.17		33.23		0.06			8.52
	2014		46.37		0.19		37.61		0.08			8.75
	2015		51.26		0.22		42.51		0.10			8.98
	2016		56.73		0.24		47.98		0.12			9.20

* BB&T’s goal is to manage its leverage ratio between 7% and 8%. BB&T may choose to maintain its target leverage ratio through future repurchases of BB&T’s common stock.

28

Summary

· The acquisition of First Citizens Bancorp is a strong strategic fit:

- It helps accomplish our goal of expanding our presence in Tennessee

- This merger increases BB&T’s market share rank in Tennessee from 9^th to 7^th and from 5^th to 4^th in Eastern Tennessee

- In the Cleveland, TN MSA, BB&T will become #1 in market share, rising from 8th position

- It fits culturally and geographically

- This is the type of merger we have consistently, successfully executed

· Overall Investment Criteria are met:

- Cash EPS is accretive in 2007

- GAAP EPS is accretive in 2007

- IRR 20.92%

- Cash Basis ROE is accretive in 2007

- Cash Basis ROA is accretive in 2007

- Tangible book value is accretive in 2010

- Combined leverage ratio remains above 7%

29

Appendix

· Historical financial data

· Glossary

· Where to go for additional information about BB&T, First Citizens Bancorp, and the merger

30

First Citizens Bancorp
Financial Summary

																Nine months		Nine months		9/30/05
																ended		ended		vs.
			%					%					%			September 30,		September 30,		9/30/04
	2002		Change			2003		Change			2004		Change			2004		2005		% Change
Earnings Summary (In thousands)
Interest Income (FTE)
Interest on loans & leases	$	24,707		-8.5	%	$	25,755		4.2	%	$	29,598		14.9	%	$	21,249	$	27,356		28.7	%
Interest & dividends on securities		6,217		1.1	%		4,293		-31.0	%		3,449		-19.7	%		2,560		2,717		6.1	%
Interest on temporary investments		52		-90.2	%		110		112.2	%		31		-71.4	%		15		247		1581.5	%
Total interest income (FTE)		30,977		-8.1	%		30,158		-2.6	%		33,079		9.7	%		23,824		30,319		27.3	%
Interest Expense
Interest expense on deposit accounts		8,074		-41.6	%		7,029		-12.9	%		6,257		-11.0	%		4,603		7,423		61.3	%
Interest on short-term borrowings		1,509		123.2	%		805		-46.7	%		750		-6.8	%		418		817		95.5	%
Interest on long-term debt		151		-85.5	%		134		-11.2	%		443		230.4	%		316		587		85.5	%
Total interest expense		9,733		-37.4	%		7,968		-18.1	%		7,450		-6.5	%		5,337		8,826		65.4	%
Net interest income (FTE)		21,243		17.0	%		22,190		4.5	%		25,629		15.5	%		18,487		21,493		16.3	%
Less taxable equivalency adjustment		—		N/A			—		N/A			—		N/A			—		—		N/A
Net interest income		21,243		17.0	%		22,190		4.5	%		25,629		15.5	%		18,487		21,493		16.3	%
Provision for loan losses		2,048		47.1	%		1,525		-25.5	%		1,360		-10.8	%		1,125		455		-59.6	%
Net interest income after provision		19,196		14.5	%		20,665		7.7	%		24,269		17.4	%		17,362		21,038		21.2	%
Noninterest Income
Service charges on deposit accounts		2,721		28.4	%		3,678		35.2	%		3,610		-1.8	%		2,896		2,988		3.2	%
Non-deposit fees and commissions		374		130.9	%		456		21.9	%		394		-13.6	%		248		269		8.3	%
G / (L) on sale of real estate & securities		—		N/A			—		N/A			—		N/A			—		—		N/A
G / (L) on sale of loans and leases		1,296		17.0	%		2,086		61.0	%		1,078		-48.3	%		824		835		1.2	%
Other operating income		723		-40.9	%		697		-3.5	%		606		-13.0	%		405		695		71.7	%
Total noninterest income		5,113		9.8	%		6,917		35.3	%		5,689		-17.7	%		4,374		4,786		9.4	%
Noninterest Expense
Personnel		8,263		19.0	%		9,247		11.9	%		9,735		5.3	%		7,460		8,100		8.6	%
Occupancy & equipment		2,387		2.9	%		2,676		12.1	%		2,928		9.4	%		2,192		2,302		5.0	%
Intangible amortization		31		-46.1	%		6		-80.0	%		—		-100.0	%		—		—		N/A
Other operating expenses		4,327		10.7	%		4,576		5.7	%		5,414		18.3	%		4,044		4,039		-0.1	%
Total noninterest expense		15,008		13.4	%		16,505		10.0	%		18,078		9.5	%		13,697		14,441		5.4	%
Net income before taxes		9,301		13.6	%		11,077		19.1	%		11,880		7.2	%		8,039		11,384		41.6	%
Income taxes (1)		3,376		13.6	%		4,124		22.2	%		4,311		4.5	%		2,859		5,106		78.6	%
Net income before nonrecurring items		5,925		13.6	%		6,953		17.4	%		7,569		8.9	%		5,181		6,278		21.2	%
Nonrecurring income / (charges)		—		N/A			—		N/A			—		N/A			—		—		N/A
Net income	$	5,925		13.6	%	$	6,953		17.4	%	$	7,569		8.9	%	$	5,181	$	6,278		21.2	%

⁽¹⁾ First Citizens is an S-Corp. Net Income has been adjusted to reflect estimated taxation as a C-Corp.

31

First Citizens Bancorp
Financial Summary

																			Nine months			Nine months			9/30/05
																			ended			ended			vs.
				%						%						%			September 30,			September 30,			9/30/04
	2002			Change			2003			Change			2004			Change			2004			2005			% Change
Average Balance Sheet
(In thousands)
Assets
Loans	$	324,653			4.5	%	$	371,232			14.3	%	$	444,457			19.7	%	$	436,604		$	493,047			12.9	%
Loans held for sale		8,734			120.3	%		7,677			-12.1	%		1,906			-75.2	%		—			—			N/A
Securities		130,165			7.8	%		119,250			-8.4	%		107,301			-10.0	%		106,304			110,012			3.5	%
Other earning assets		3,739			-2.4	%		11,085			196.5	%		1,841			-83.4	%		1,298			10,874			N/A
Total interest-earning assets		467,291			6.4	%		509,243			9.0	%		555,505			9.1	%		544,206			613,933			12.8	%
Goodwill & other intangibles		528			-2.9	%		509			-3.5	%		506			-0.6	%		506			506			0.0	%
Other assets		28,393			-7.7	%		31,790			12.0	%		34,032			7.1	%		33,535			37,777			12.6	%
Total assets	$	496,211			5.4	%	$	541,542			9.1	%	$	590,043			9.0	%	$	578,247		$	652,216			12.8	%
Net interest margin (FTE)		4.55	%					4.36	%					4.58	%					4.53	%		4.67	%
Liabilities & Shareholders' Equity
Interest-bearing deposits:
Money Market & NOW	$	133,928			4.1	%	$	159,382			19.0	%	$	180,690			13.4	%	$	178,133		$	183,303			2.9	%
Savings		26,626			4.1	%		33,178			24.6	%		39,039			17.7	%		38,656			40,433			4.6	%
CD's and other time		191,427			4.1	%		193,548			1.1	%		194,788			0.6	%		192,459			246,415			28.0	%
Total interest-bearing deposits		351,981			4.1	%		386,108			9.7	%		414,517			7.4	%		409,248			470,151			14.9	%
Short-term borrowed funds		29,744			0.1	%		33,448			12.5	%		35,859			7.2	%		34,737			25,422			-26.8	%
Long-term debt		25,632			48.8	%		20,304			-20.8	%		31,506			55.2	%		28,614			37,445			30.9	%
Total interest-bearing liabilities		407,357			5.8	%		439,860			8.0	%		481,882			9.6	%		472,599			533,018			12.8	%
Demand deposits		47,424			4.6	%		56,385			18.9	%		62,138			10.2	%		60,154			72,421			20.4	%
Other liabilities		2,814			-10.2	%		2,719			-3.4	%		2,758			1.4	%		2,502			4,510			80.3	%
Total liabilities		457,595			5.5	%		498,964			9.0	%		546,778			9.6	%		535,255			609,949			14.0	%
Common equity		38,616			4.3	%		42,578			10.3	%		43,265			1.6	%		42,992			42,267			-1.7	%
Total equity		38,616			4.3	%		42,578			10.3	%		43,265			1.6	%		42,992			42,267			-1.7	%
Total liabilities & shareholders' equity	$	496,211			5.4	%	$	541,542			9.1	%	$	590,043			9.0	%	$	578,247		$	652,216			12.8	%

32

First Citizens Bancorp
Financial Summary

										Nine months			Nine months
										ended			ended
										September 30,			September 30,
	2002			2003			2004			2004			2005
Ratio Analysis
ROA		1.19	%		1.28	%		1.28	%		1.20	%		1.29	%
ROCE		15.34	%		16.33	%		17.50	%		16.11	%		19.86	%
Efficiency ratio		56.9	%		56.7	%		57.7	%		59.9	%		55.0	%
Adj. noninterest income / Adj. revenues		19.4	%		23.8	%		18.2	%		19.1	%		18.2	%
Equity / Assets		7.7	%		7.5	%		7.3	%		6.8	%		6.2	%
Credit Quality
(In thousands)
Beginning	$	4,624		$	5,514		$	6,186		$	6,186		$	7,257
Provision		2,048			1,525			1,360			1,125			455
Acquired allowance		—			—			—			—			—
Net charge-offs		(1,157	)		(861	)		(289	)		(359	)		(200	)
Ending allowance	$	5,514		$	6,178		$	7,257		$	6,952		$	7,512
Allowance		1.64	%		1.54	%		1.52	%		1.48	%		1.50	%
Charge-off rate		0.36	%		0.23	%		0.07	%		0.11	%		0.05	%
Period end loans & leases	$	337,001		$	402,313		$	477,877		$	471,073		$	501,955
Period end common equity	$	40,783		$	43,560		$	46,282		$	43,079		$	42,524
Total assets	$	529,743		$	577,996		$	635,715		$	632,004		$	685,968

33

Glossary

Return on Assets – Earnings (excluding merger-related and nonrecurring charges or credits) for the period as a percentage of average assets for the period.

Return on Equity – Earnings (excluding merger-related and nonrecurring charges or credits) for the period as a percentage of average common equity for the period.

Cash Basis Performance Results and Ratios – These calculations exclude the effect of intangible assets, amortization of intangibles, net amortization of purchase accounting mark-to-market adjustments, merger-related charges, and nonrecurring charges.

Efficiency Ratio – Noninterest expense as a percentage of the sum of net interest income on a fully taxable equivalent basis (“FTE”) and noninterest income (excludes securities gains/losses, foreclosed property expense, provisions for or recaptures of the impairment of mortgage servicing rights, gains or losses on mortgage servicing rights-related derivatives, merger-related charges or credits, and nonrecurring items).

Tier 1 Capital – Calculated as common shareholders’ equity excluding unrealized gains or losses on debt securities available for sale, unrealized gains on equity securities available for sale and unrealized gains or losses on cash flow hedges, net of deferred income taxes; plus certain mandatorily redeemable capital securities, less nonqualifying intangible assets net of applicable deferred income taxes, and certain nonfinancial equity investments.

Leverage Capital Ratio – Tier 1 capital as a percentage of average tangible assets.

Total Risk-Based Capital Ratio – The sum of Tier 1 capital, a qualifying portion of subordinated debt, and a qualifying portion of the allowance for loan and lease losses as a percentage of risk-weighted assets.

Net Charge-Off Ratio – Loan and lease losses net of recoveries as a percentage of average loans and leases.

Net Revenue – Net interest income FTE before the provision for loan losses plus noninterest income.

Internal Rate of Return – The interest rate that equates the present value of future returns to the investment outlay. An investment is considered acceptable if its IRR exceeds the required return. The investment is defined as the market value of the stock and/or other consideration to be received by the selling shareholders.

Certain of the ratios discussed above may be annualized if the applicable periods are less than a full year.

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The foregoing may be deemed to be offering materials of BB&T Corporation (“BB&T”) in connection with BB&T’s proposed acquisition of First Citizens Bancorp (“First Citizens”) on the terms and subject to the conditions in the Agreement and Plan of Reorganization, dated January 11, 2006, between BB&T and First Citizens.

Shareholders of First Citizens Bancorp, BB&T Corporation, and other investors are urged to read the proxy statement/prospectus that will be included in the registration statement on Form S-4 which BB&T will file with the SEC in connection with the proposed merger because it will contain important information about BB&T, First Citizens Bancorp, the merger, the persons soliciting proxies in the merger, and their interests in the merger and related matters. After it is filed with the SEC, the proxy statement/prospectus will be available for free, both on the SEC’s web site (http://www.sec.gov) and from BB&T and First Citizens, as follows:

F. Alan Smith	Michael L. Nichols
President/Chief Operating Officer	External Reporting Manager
The Bank/First Citizens Bank	BB&T
2305 Keith Street	150 S. Stratford Road, Suite 400
Cleveland, TN 37312	Winston-Salem, North Carolina 27104
Phone: (423) 478-8600	Phone: (336)733-3079

BB&T, First Citizens and their respective directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of First Citizens in connection with this transaction. Information about the directors and executive officers of BB&T may be found in BB&T’s proxy statement filed with the SEC on March 25, 2005 and will be incorporated by reference in the proxy statement/prospectus. You can obtain free copies of these documents as described above. In addition to the proposed registration statement and proxy statement/prospectus, BB&T files annual, quarterly and special reports, proxy statements, and other information with the SEC. These filings also are available on the SEC’s web site at http://www.sec.gov. First Citizens is a privately held corporation.

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