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

December 20, 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 7.01   Regulation FD Disclosure

           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 Coastal Financial Corporation of Myrtle Beach, South Carolina, 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 Coastal Financial Corporation of Myrtle Beach, South Carolina.

Exhibit 99.2 Presentation package delivered to Analysts on December 21, 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:       December 21, 2006

EX-99.1

Exhibit 99.1

Dec. 21, 2006

FOR IMMEDIATE RELEASE

Contacts:
ANALYSTS
Tamera Gjesdal	Chris Henson
Senior Vice President	Senior Executive Vice President
Investor Relations	Chief Financial Officer
(336) 733-3058	(336) 733-3008
MEDIA
Bob Denham	Burney Warren	Michael C. Gerald
Senior Vice President	Executive Vice President	President and CEO
Public Relations	Mergers & Acquisitions	Coastal Financial Corporation
(910) 914-9073	(252) 321-3347	(843) 205-2680

BB&T to acquire Coastal Financial Corporation of Myrtle Beach, S.C.

           WINSTON-SALEM, N.C. and MYRTLE BEACH, S.C. – BB&T Corporation (NYSE: BBT) and Coastal Financial Corporation (Nasdaq: CFCP) today announced that they have signed a definitive merger agreement. The $394.6 million transaction would give BB&T the No. 1 deposit market share in the thriving metro Myrtle Beach, S.C., market.

           With $1.7 billion in assets, Myrtle Beach-based Coastal Financial operates 24 banking offices through subsidiary federal savings bank Coastal Federal Bank. It operates 17 banking offices in the greater Myrtle Beach area and seven in greater Wilmington, N.C., where BB&T already has the No. 1 market share.

           Approved by the directors of both companies, the transaction is valued at $17.04 per Coastal Financial share based on BB&T’s closing price Wednesday of $44.27. The exchange ratio is fixed at 0.385 of a share of BB&T stock for each share of Coastal Financial stock. The merger, which is subject to regulatory and Coastal Financial shareholder approval, is expected to be completed in the second quarter.

           “Coastal Financial is an excellent community bank with an operating philosophy centered around highly personal service,” said BB&T Chairman and Chief Executive Officer John Allison. “Coastal cities in the Carolinas continue to be some of the highest performing markets anywhere in our footprint, and that certainly includes the economically attractive Myrtle Beach and Wilmington areas.”

MORE

          BB&T currently has the No. 4 market share in Horry County’s Myrtle Beach. The nation’s 13th fastest growing metropolitan statistical area expanded by more than 35 percent over the past decade alone. Housing starts in Horry County have surged past national numbers, including a robust 65 percent increase in new residential construction permits from 2001 to 2004, the most recent figures available.

          With its world renowned golf, shopping and family entertainment, the coastal mecca draws 13 million visitors a year, according to the Myrtle Beach Chamber of Commerce.

          Similarly, the local economy in greater Wilmington, an international trade port, continues to outperform the economies of North Carolina and the nation as a whole.

          Economic activity in North Carolina’s Brunswick, New Hanover and Pender counties rose almost 10 percent in both 2004 and 2005, and another eight percent through the middle of this year, according to the Greater Wilmington Chamber of Commerce. The economy is expected to grow another eight percent in 2007, led by professional and medical services and retail sales.

          Coastal Financial clients will be introduced to BB&T’s 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.

          “Just like BB&T, we have a long heritage based on the belief that our primary mission is to do absolutely everything we can to help our customers realize their financial dreams,” said Coastal Financial Corporation President and Chief Executive Officer Mike Gerald. “By joining forces with BB&T, we’ll be able to offer our customers all the products and services and convenience that the nation’s 11th largest financial services institution can provide. And BB&T’s unique community banking structure will allow us to continue to make nearly all of our own decisions.”

          BB&T divides its 11-state banking network into autonomous regions which operate like community banks.

          Coastal Federal Bank was founded in Myrtle Beach in 1954 by community leaders who saw a need for a local bank to serve residents looking to buy or build a home. It became a public company in 1990. Coastal was ranked as the No. 1 community bank in the Carolinas in September for the seventh year in a row by U.S. Banker Magazine.

          Coastal Financial board members will be asked to serve on local BB&T advisory boards.

          The transaction would be BB&T’s first merger in South Carolina since March 2001. BB&T would continue to have the third highest market share in South Carolina and the third highest in North Carolina. BB&T acquired Main Street Banks of metropolitan Atlanta in June and First Citizens Bancorp of Cleveland, Tenn., in August.

MORE

           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, payment services, international banking, leasing and trust.

           BB&T operates more than 1,450 financial centers in the Carolinas, Virginia, Maryland, West Virginia, Kentucky, Tennessee, Georgia, Florida, Alabama, Indiana and Washington, D.C.

           With $118.5 billion in assets, BB&T Corp. is the nation’s 11th largest financial holding company. More information about BB&T Corp. is available at www.BBT.com.

           Muldoon Murphy & Aguggia LLP served as legal counsel to Coastal Financial Corporation while Keefe, Bruyette & Woods acted as the company’s financial advisor.

###

           This news 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 news 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 Coastal Financial Corporation, on the terms and subject to the conditions in the Agreement and Plan of Merger, dated December 20, 2006, between BB&T and Coastal Financial. 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 Coastal Financial 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, Coastal Financial, the merger, the persons soliciting proxies in the proposed merger and their interests in the proposed merger and related matters.

           The respective directors and executive officers of BB&T and Coastal Financial and other persons may be deemed to be participants in the solicitation of proxies from Coastal Financial shareholders 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 15, 2006. Information regarding Coastal Financial’s directors and executive officers is available in its proxy statement filed with the SEC on December 18, 2006.

           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.

           This news release is not 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 Coastal Financial shareholders.

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

           Susan J. Cooke, Senior Vice President and Secretary, Coastal Financial Corporation, 2619 Oak St., Myrtle Beach, SC 29577. Telephone: (843) 205-2676.

           In addition to the proposed registration statement and proxy statement/prospectus, BB&T and Coastal Financial file 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 and Coastal Financial SEC filings also are available to the public from commercial document retrieval services and at www.sec.gov.

EX-99.2

Exhibit 99.2

BB&T
and
Coastal Financial Corporation
Myrtle Beach, South Carolina
Expanding a Great Franchise
Analyst Presentation
December 21, 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 expected cost savings from the merger, estimated merger or restructuring charges, estimated increases in Coastal Financial Corporation’s fee income ratio, 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 Coastal Financial Corporation, the amount of general and administrative expense consolidation, costs relating to converting Coastal Financial Corporation’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 other costs 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 Coastal Financial Corporation, 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 Coastal Financial Corporation are engaged; (8) adverse changes may occur in the securities markets; and (9) competitors of BB&T and Coastal Financial Corporation may have greater financial resources and develop products that enable such competitors to compete more successfully than BB&T and Coastal Financial Corporation.

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)

· $118.5 billion financial holding company

· 1,461 branch locations in NC, SC, VA, GA, MD, TN, WV, KY, FL, AL, IN, and the District of Columbia

		For 3 Months
		Ended 9/30/06
·	Operating ROA	1.46	%
·	Cash Basis ROA	1.59	%
·	Operating ROE	14.83	%
·	Cash Basis ROE	28.53	%
·	Cash Basis Efficiency Ratio	53.23	%

4

Coastal Financial Corporation

· $1.7 billion bank holding company headquartered in Myrtle Beach, South Carolina

· Coastal Financial has 24 branches: 17 in the Myrtle Beach area of South Carolina, and seven in the Wilmington area of North Carolina

		For 3 months
		Ended 9/30/06
·	ROA		1.21	%
·	Cash Basis ROA		1.21	%
·	ROE		18.48	%
·	Cash Basis ROE		18.48	%
·	Cash Basis Efficiency Ratio		57.68	%

5

Company History

· Originally founded in 1954 by a group of local community leaders who saw a need for a local bank that people could come to for assistance in buying or building a home.

· Coastal Federal is the subsidiary bank and is organized as a federal savings bank.

· Coastal Financial is the 12^th largest financial institution in South Carolina.

· First in deposit market share for six consecutive years in Horry County, South Carolina; currently ranked third in Brunswick County, North Carolina.

6

Pro Forma Company Profile

·	Size:	$120.2 billion in assets
		$24.3 billion in market capitalization*
·	Offices:

VA	402
NC	347
GA	150
MD	127
SC	116
FL	101
KY	92
WV	78
TN	58
DC	10
AL	2
IN	2
TOTAL	1,485

  ^*Based on closing prices as of 12/20/2006.

7

Terms of the Transaction

8

Terms of the Transaction

· Purchase price: $17.04*

· Aggregate value: $394.6 million*

· Consideration: A fixed exchange ratio of 0.385 of a share of BB&T stock for each share of Coastal Financial stock

· Structure: Tax-free exchange

· Termination fee: $15 million

· Expected closing: Second quarter 2007

· Due Diligence: Completed

  *Based on BB&T’s closing stock price of $44.27 on 12/20/06.

9

Pricing*

·	Purchase price	$17.04
·	Premium/market	18.03	%
·	Price/9-30-06 stated book	3.28	x
·	Price/9-30-06 tangible book	3.28	x
·	Price/LTM EPS	20.05	x
·	BB&T shares issued	8.9	million*

  *BB&T shares based on Coastal Financial’s shares outstanding adjusted for stock options using the treasury method.

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
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
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
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
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
Security Bank Corporation	Rivoli Bancorp, Inc.		9/9/2005		210.9		40.5		19.2			NA			316.7		316.7		27.0			27.3
American National Bankshares Inc.	Community First Financial Corporation		10/18/2005		164.9		33.1		20.1			36.3			210.9		210.9		30.1			34.1
Alabama National BanCorporation	Florida Choice Bankshares Inc.		10/27/2005		293.9		108.8		37.0			137.2			259.6		259.6		28.6			28.6
BB&T Corporation	Main Street Banks, Inc.		12/14/2005		2,473.6		622.7		25.2			(0.8	)		209.6		322.4		20.1			18.8
GB&T Bancshares, Inc.	Mountain Bancshares Inc.		12/19/2005		124.3		41.9		33.7			NA			289.4		289.5		31.1			31.1
BNC Bancorp	SterlingSouth Bank & Trust Company		2/6/2006		148.3		34.9		23.5			32.8			230.7		230.7		26.0			26.0
Mercantile Bankshares Corporation	James Monroe Bancorp, Inc.		3/27/2006		529.9		143.8		27.1			26.9			330.8		330.8		32.7			32.7
Dickinson Financial Corporation II	Southern Commerce Bank		4/10/2006		91.9		20.8		22.6			NA			201.4		201.4		23.9			23.9
Security Bank Corporation	Homestead Bank		4/19/2006		223.8		50.0		22.3			NA			264.8		264.8		26.3			26.3
National City Corporation	Harbor Florida Bancshares, Inc.		7/10/2006		3,213.8		1,104.1		34.4			21.6			320.5		324.2		21.8			21.8
National City Corporation	Fidelity Bankshares, Inc.		7/26/2006		4,235.0		1,038.4		24.5			11.8			342.3		367.8		30.5			30.5
Ameris Bancorp	Islands Bancorp		8/15/2006		69.3		18.6		26.8			NA			240.2		240.2		28.9			28.9
Park National Corporation	Vision Bancshares, Inc.		9/14/2006		695.7		169.6		24.4			26.7			298.0		321.9		18.6			18.6
Atlantic Southern Financial Group, Inc.	First Community Bank of Georgia		9/15/2006		72.9		18.0		24.7			21.6			238.2		238.2		18.3			18.3
Maximum					4,235.0		1,104.1		37.0			137.2			342.3		367.8		36.7			37.7
Minimum					69.3		18.0		17.8			(5.6	)		201.4		201.4		18.3			18.3
Average					802.8		208.7		25.6			28.9			269.3		281.6		27.0			27.4
Median					320.9		108.8		24.5			26.6			266.7		278.0		27.0			27.3
Deal Price: $17.04
BB&T Corporation	Coastal Financial Corporation				1,659.5		394.6		23.8			18.0			327.8		327.8		20.1			20.4
Over/(Under) Average Comparables									(1.9	)		(10.9	)		58.5		46.2		(6.9	)		(7.0	)

*Source for Acquisition Comparables: SNL Financial

11

Acquisition Comparables*

Comparable Acquisitions Announced since January 1, 2004
with Seller Assets over $500 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)
J.P. Morgan Chase & Co.	Bank One Corporation		1/14/2004		290,006.0		58,783.3		20.3		15.1			256.1		285.4		17.3		18.8
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
Sovereign Bancorp, Inc.	Waypoint Financial Corp.		3/8/2004		5,329.9		995.7		18.7		12.9			232.2		244.8		22.3		26.5
Popular, Inc.	Quaker City Bancorp, Inc.		3/18/2004		1,755.1		367.3		20.9		19.4			240.6		241.1		16.0		16.0
Associated Banc-Corp	First Federal Capital Corp		4/27/2004		3,743.1		602.9		16.1		27.4			208.4		306.4		15.9		15.9
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
Willow Grove Bancorp, Inc.	Chester Valley Bancorp Inc.		1/20/2005		644.7		151.9		23.6		28.2			265.2		274.3		23.4		26.3
Capital One Financial Corporation	Hibernia Corporation		3/7/2005		22,084.6		4,977.4		22.5		16.0			231.0		279.6		15.3		15.3
Associated Banc-Corp	State Financial Services Corporation		3/21/2005		1,475.9		276.3		18.7		26.6			229.6		351.9		18.5		19.4
Fulton Financial Corporation	Columbia Bancorp		7/26/2005		1,284.1		310.7		24.2		16.7			324.8		324.8		20.9		20.9
Rabobank Nederland	Central Coast Bancorp		10/12/2005		1,248.6		371.4		29.7		23.6			321.8		321.8		24.8		24.8
Marshall & Ilsley Corporation	Gold Banc Corporation, Inc.		11/9/2005		4,076.8		714.7		17.5		24.1			260.2		297.4		15.6		26.8
BB&T Corporation	Main Street Banks, Inc.		12/14/2005		2,473.6		622.7		25.2		(0.8	)		209.6		322.4		20.1		18.8
Placer Sierra Bancshares	Southwest Community Bancorp		2/15/2006		656.5		175.0		26.7		11.4			300.3		300.3		17.2		20.4
MB Financial, Inc.	First Oak Brook Bancshares, Inc.		5/1/2006		2,326.2		372.6		16.0		34.6			271.5		271.5		23.1		24.0
Wachovia Corporation	Golden West Financial Corporation		5/7/2006		127,556.5		25,473.8		20.0		15.0			276.6		276.6		16.5		16.6
First Republic Bank	BWC Financial Corp.		5/20/2006		564.2		176.9		31.4		10.4			328.8		328.8		19.5		19.5
Sterling Financial Corporation	FirstBank NW Corp.		6/4/2006		846.0		169.6		20.0		23.3			207.8		272.7		19.3		19.3
Citizens Banking Corporation	Republic Bancorp Inc.		6/26/2006		6,243.7		1,033.5		16.6		31.9			251.3		253.6		15.0		15.2
National City Corporation	Harbor Florida Bancshares, Inc.		7/10/2006		3,213.8		1,104.1		34.4		21.6			320.5		324.2		21.8		21.8
National City Corporation	Fidelity Bankshares, Inc.		7/26/2006		4,235.0		1,038.4		24.5		11.8			342.3		367.8		30.5		30.5
NewAlliance Bancshares, Inc.	Westbank Corporation		7/18/2006		821.8		116.5		14.2		27.8			234.7		304.2		24.2		24.2
Park National Corporation	Vision Bancshares, Inc.		9/14/2006		695.7		169.6		24.4		26.7			298.0		321.9		18.6		18.6
Sterling Financial Corporation	Northern Empire Bancshares		9/17/2006		1,328.8		335.1		25.2		22.2			274.4		274.4		18.3		18.3
Maximum					290,006.0		58,783.3		34.4		34.6			342.3		367.8		30.5		30.5
Minimum					564.2		116.5		14.2		(0.8	)		207.8		241.1		15.0		15.2
Average					20,186.9		4,113.3		22.1		19.6			267.4		296.2		20.0		21.1
Median					1,615.5		369.4		21.0		20.5			262.7		298.9		19.4		20.0
Deal Price: $17.04
BB&T Corporation	Coastal Financial Corporation				1,659.5		394.6		23.8		18.0			327.8		327.8		20.1		20.4
Over/(Under) Average Comparables									1.7		(1.6	)		60.4		31.5		0.0		(0.6	)

*Source for Acquisition Comparables: SNL Financial

12

Financial Data

13

Financial Summary

	BB&T		CFCP
For The Quarter Ended:	9/30/06		9/30/06
ROA*	1.46	%	1.21	%
Cash Basis ROA	1.59		1.21
ROE*	14.83		18.48
Cash Basis ROE	28.53		18.48
Net Interest Margin (FTE)	3.68		3.74
Cash Basis Efficiency Ratio	53.23		57.68
Net Charge-Offs	0.27		0.04
Reserve/NPLs	359.16		425.62
NPAs/Assets	0.28		0.21

*BB&T’s ratios are calculated on an operating basis.

14

Capital Strength

	BB&T		CFCP
	9/30/06		9/30/06
Equity/assets	9.9	%	6.8	%
Leverage capital ratio	7.2	%	7.8	%
Total risk-based capital	14.6	%	14.3	%

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 Coastal Financial is consistent with this strategy.

· This merger accelerates BB&T’s long term earnings growth rates by expanding BB&T’s South Carolina market; provides significant expansion in the high growth Myrtle Beach-Conway-North Myrtle Beach MSA and in the Wilmington, NC MSA.

· An acquisition of Coastal Financial provides BB&T with the following:

— Quality bank branches in premium locations

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

· Improves efficiency - 45% cost savings fully realized in the first 12 months of operations following conversion.

· This merger solidifies BB&T’s 3^rd place market share rank in South Carolina.

· The merger increases BB&T’s market share rank to #1 in the Myrtle Beach-Conway, SC federal banking market, rising from #4 in market share and further enhances our #1 rank in the Wilmington, NC federal banking market.

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

16

Assumptions

· Targeted Annual Cost Savings – $19.0 million or approximately 45% of Coastal Financial’s 2006 noninterest expense base to be fully realized in the first twelve months following conversion

· Revenue Synergies – Noninterest income is grown to achieve a core fee income ratio of 35% in year 7 of the model

· Merger-Related Charges – One-time after-tax merger-related charges of $23.4 million

17

Branch Locations

18

2006 Economic Vitality Map

19

Market Characteristics

Myrtle Beach, South Carolina

· 60 miles of coastline surrounding Myrtle Beach draws 13 million visitors annually according to the Myrtle Beach Chamber of Commerce

· Myrtle Beach-Conway-North Myrtle Beach is the 13^th fastest growing MSA in the United States according to the U.S. Census Bureau statistics released in 2001 and has grown 36.5% in the last decade.

· Growing population of Horry County has caused the housing market to surpass reported national trends in housing growth. In 2004, Horry County issued 7,068 new residential construction permits, valued at more than $857 million, representing a 65.6% increase over the 4,268 permits issued in 2001, valued at $405 million.

20

Market Characteristics

Wilmington, North Carolina

· International trade contributes to the strength of Wilmington’s economy. Wilmington is home to North Carolina’s deep sea water port through which over three million tons of cargo enter or leave the U.S. each year.

· Total economic activity in Brunswick, New Hanover, and Pender Counties rose almost ten percent in both 2004 and 2005, and another eight percent, through mid-2006, according to the Greater Wilmington Chamber of Commerce.

· The major drivers of current local economic growth are professional and medical services and retail sales. The local economy is forecast to grow another eight percent over 2007. The local economy continues to outperform both the state and national economies.

21

Merger Criteria Results

DESCRIPTION	BB&T CRITERIA	MODEL RESULTS
Cash EPS	Accretive by year 2	Accretive beginning in year 2
GAAP EPS	Accretive by year 3	Accretive beginning in year 3
IRR	15% or better	18.03%
Cash ROE	Accretive by year 3	Accretive beginning in year 2
Cash ROA	Accretive by year 3	Accretive beginning in year 2
Tangible book value per share	Accretive by year 5	Accretive beginning in year 4
Combined leverage ratio	> 7%	> 7% in all years

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 criterion.

22

Summary

• The acquisition of Coastal Financial Corporation is a strong strategic fit:

– It helps accomplish our goal of expanding our presence in our core footprint area.

– This merger solidifies BB&T’s #3 market share rank in South Carolina.

– The merger increases BB&T’s market share rank to #1 in the Myrtle Beach federal banking market, rising from the #4 position and solidifies our #1 rank in the Wilmington, North Carolina federal banking market.

– It fits culturally and geographically.

– This transaction meets our merger criteria.

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

23

Appendix

• Historical financial data

• Glossary

• Where to go for additional information about BB&T, Coastal Financial Corporation, and the merger

24

Coastal Financial Corporation
Financial Summary

	12 months ending						12 months ending						12 months ending
	September 30,			%			September 30,			%			September 30,			%
	2004			Change			2005			Change			2006			Change
Earnings Summary
(In thousands)
Interest Income (FTE)
Interest on loans & leases	$	46,765			11.5	%	$	56,826			21.5	%	$	75,932			33.6	%
Interest & dividends on securities		19,040			10.3	%		21,732			14.1	%		23,721			9.2	%
Interest on temporary investments		—			N/A			—			N/A			—			N/A
Total interest income (FTE)		65,805			11.1	%		78,558			19.4	%		99,653			26.9	%
Interest Expense
Interest expense on deposit accounts		10,024			-16.5	%		14,079			40.5	%		26,743			89.9	%
Interest on short-term borrowings		2,114			23.1	%		2,418			14.4	%		2,335			-3.4	%
Interest on long-term debt		11,386			22.7	%		13,233			16.2	%		15,995			20.9	%
Total interest expense		23,524			2.3	%		29,730			26.4	%		45,073			51.6	%
Net interest income (FTE)		42,281			16.7	%		48,828			15.5	%		54,580			11.8	%
Less taxable equivalency adjustment		—			N/A			—			N/A			—			N/A
Net interest income		42,281			16.7	%		48,828			15.5	%		54,580			11.8	%
Provision for loan losses		1,750			-34.1	%		1,697			-3.0	%		1,385			-18.4	%
Net interest income after provision		40,531			20.8	%		47,131			16.3	%		53,195			12.9	%
Noninterest Income
Service charges on deposit accounts		3,771			8.1	%		6,137			62.7	%		9,385			52.9	%
Non-deposit fees and commissions		2,863			37.5	%		3,372			17.8	%		3,965			17.6	%
G / (L) on sale of real estate & securities		(1,094	)		-342.6	%		(401	)		-63.3	%		(394	)		N/A
Other operating income		3,631			-25.7	%		3,416			-5.9	%		4,109			20.3	%
Total noninterest income		9,171			-15.9	%		12,524			36.6	%		17,065			36.3	%
Noninterest Expense
Personnel		16,099			19.7	%		18,460			14.7	%		22,242			20.5	%
Occupancy & equipment		6,176			4.4	%		7,601			23.1	%		10,345			36.1	%
Intangible amortization		—			N/A			—			N/A			—			N/A
Other operating expenses		4,994			-35.9	%		7,458			49.3	%		8,471			13.6	%
Total noninterest expense		27,269			0.4	%		33,519			22.9	%		41,058			22.5	%
Net income before taxes		22,433			29.6	%		26,136			16.5	%		29,202			11.7	%
Income taxes		7,627			24.2	%		8,982			17.8	%		10,201			13.6	%
Net income before nonrecurring items		14,806			32.5	%		17,154			15.9	%		19,001			10.8	%
Nonrecurring income / (charges)		—			N/A			—			N/A			—			N/A
Net income	$	14,806			32.5	%	$	17,154			15.9	%	$	19,001			10.8	%
Basic EPS	$	0.71			30.8	%	$	0.81			14.2	%	$	0.88			9.6	%
Diluted EPS		0.67			29.6	%		0.76			14.1	%		0.85			11.1	%
Book value	$	4.03			13.9	%	$	4.54			12.6	%	$	5.20			14.5	%
EOP shares		21,159						21,403						21,687
Basic shares		20,966						21,274						21,509
Diluted shares		22,128						22,465						22,406

25

Coastal Financial Corporation
Financial Summary

	12 months ending						12 months ending						12 months ending
	September 30,			%			September 30,			%			September 30,			%
	2004			Change			2005			Change			2006			Change
Average Balance Sheet
(In thousands)
Assets
Loans	$	743,962			21.8	%	$	860,613			15.7	%	$	1,007,219			17.0	%
Loans held for sale		13,671			-27.6	%		13,184			-3.6	%		7,282			-44.8	%
Securities		403,610			12.8	%		449,402			11.3	%		476,536			6.0	%
Other earning assets		—			N/A			—			N/A			—			N/A
Total interest-earning assets		1,161,243			17.6	%		1,323,199			13.9	%		1,491,037			12.7	%
Goodwill & other intangibles		—			N/A			—			N/A			—			N/A
Other assets		93,457			8.0	%		106,301			13.7	%		153,963			44.8	%
Total assets	$	1,254,700			16.8	%	$	1,429,500			13.9	%	$	1,645,000			15.1	%
Net interest margin		3.64	%					3.69	%					3.66	%
Liabilities & Shareholders' Equity
Interest-bearing deposits:
Money Market & NOW	$	317,107			7.7	%	$	342,062			7.9	%	$	339,439			-0.8	%
Savings		50,509			23.5	%		64,973			28.6	%		75,224			15.8	%
CD's and other time		250,211			-3.2	%		320,679			28.2	%		439,841			37.2	%
Total interest-bearing deposits		617,827			4.0	%		727,714			17.8	%		854,504			17.4	%
Short-term borrowed funds		143,842			53.8	%		101,221			-29.6	%		62,386			-38.4	%
Long-term debt		296,437			37.1	%		337,108			13.7	%		365,064			8.3	%
Total interest-bearing liabilities		1,058,106			17.1	%		1,166,043			10.2	%		1,281,954			9.9	%
Demand deposits		101,298			34.5	%		163,278			61.2	%		211,713			29.7	%
Other liabilities		16,396			-33.3	%		8,679			-47.1	%		43,633			402.7	%
Total liabilities		1,175,800			17.2	%		1,338,000			13.8	%		1,537,300			14.9	%
Common equity		78,900			11.9	%		91,500			16.0	%		107,700			17.7	%
Total equity		78,900			11.9	%		91,500			16.0	%		107,700			17.7	%
Total liabilities & shareholders' equity	$	1,254,700			16.8	%	$	1,429,500			13.9	%	$	1,645,000			15.1	%

* The average balance sheet was built using information gathered from SEC filings and SNL Datasource.

26

Coastal Financial Corporation
Financial Summary

	12 months ending			12 months ending			12 months ending
	September 30,			September 30,			September 30,
	2004			2005			2006
Ratio Analysis
ROA		1.18	%		1.20	%		1.18	%
ROCE		18.77	%		18.75	%		18.55	%
Efficiency ratio		51.9	%		54.3	%		57.0	%
Adj. noninterest income / Adj. revenues		19.5	%		20.9	%		24.2	%
Equity / Assets		6.5	%		6.3	%		6.8	%
Credit Quality
(In thousands)
Beginning	$	9,832		$	11,077		$	11,748
Provision		1,750			1,697			1,385
Acquired allowance		—			—			—
Net charge-offs		(505	)		(1,026	)		(407	)
Ending allowance	$	11,077		$	11,748		$	12,726
Allowance		1.37	%		1.23	%		1.17	%
Charge-off rate		0.07	%		0.12	%		0.04	%
Period end loans & leases	$	810,053		$	954,129		$	1,090,084
Period end common equity	$	85,348		$	97,221		$	112,824
Total assets	$	1,305,094		$	1,543,459		$	1,659,475

27

Glossary

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

Return on Equity – Earnings (excluding equity-based compensation, merger-related charges or credits, and nonrecurring items) 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, equity-based compensation, merger-related charges or credits, and nonrecurring items.

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, increases or decreases in the valuation of mortgage servicing rights, gains or losses on mortgage servicing rights-related derivatives, equity-based compensation, 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.

28

The foregoing may be deemed to be offering materials of BB&T Corporation (“BB&T”) in connection with BB&T’s proposed acquisition of Coastal Financial Corporation (“Coastal Financial”) on the terms and subject to the conditions in the Agreement and Plan of Reorganization, dated December 20, 2006, between BB&T and Coastal Financial.

Shareholders of Coastal Financial Corporation, 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; Coastal Financial Corporation; 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 Coastal Financial and BB&T, as follows:

Jerry Rexroad	Michael L. Nichols
Executive Vice President & CFO	External Reporting Manager
Coastal Financial Corporation	BB&T
2619 Oak Street	150 S. Stratford Road, Suite 400
Myrtle Beach, South Carolina 29577	Winston-Salem, North Carolina 27104
Phone: (843) 205-2663	Phone: (336)733-3079

BB&T, Coastal Financial and their respective directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of Coastal Financial 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 15, 2006 and will be incorporated by reference in the proxy statement/prospectus. Information about Coastal Financial’s directors and executive officers may be found in Coastal Financial’s proxy statement/prospectus filed with the SEC on December 18, 2006. You can obtain free copies of these documents as described above. In addition to the proposed registration statement and proxy statement/prospectus, BB&T & Coastal Financial file 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.

29