Exhibit 99(a)

                                     PROXY

                              Mid-America Bancorp
                               500 West Broadway
                           Louisville, Kentucky 40202

   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MID-AMERICA
BANCORP. The undersigned, a shareholder of Mid-America Bancorp (the "Company"),
hereby appoints R. K. Guillaume, Orson Oliver and John T. Rippy, and each of
them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
all of the shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present at the special meeting of shareholders
to be held at                     , on             , 2002 and at any
adjournments thereof.

   THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH ANY
DIRECTIONS GIVEN. UNLESS OTHER DIRECTORS ARE SPECIFIED, THIS PROXY WILL BE
VOTED FOR APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION AND RELATED PLAN
OF MERGER REFERENCED IN THE NOTICE OF SPECIAL MEETING AND IN THE DISCRETION OF
THE PROXYHOLDER ON OTHER MATTERS. MANAGEMENT RECOMMENDS A VOTE FOR THE
AGREEMENT AND PLAN OF REORGANIZATION AND RELATED PLAN OF MERGER.

                               (See Reverse Side)


The undersigned hereby instructs said proxies or their substitutes:

1. TO APPROVE the Agreement and Plan of Reorganization dated as of November 7,
2001 and a related Plan of Merger and the merger provided therein, pursuant to
which Mid-America Bancorp will merge into BB&T Corporation, and each
outstanding share of common stock of Mid-America Bancorp will be converted into
the right to receive shares of common stock of BB&T Corporation and cash, as
described in the accompanying proxy statement/prospectus. The Agreement and
Plan of Reorganization and the related Plan of Merger are attached to the proxy
statement/prospectus as Appendix A.

                    [_] FOR     [_] AGAINST     [_] ABSTAIN

2. In their discretion, the proxies are authorized to vote upon any other
business which properly comes before the meeting and any adjournments thereof.

The undersigned hereby revokes all proxies heretofore given and ratifies and
confirms all that the proxies appointed hereby, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue thereof. The
undersigned hereby acknowledges receipt of a copy of the Notice of Special
Meeting of Shareholders and Proxy Statement/Prospectus, both dated
             , 2002.

Please sign exactly as shares are registered. If shares are held by joint
tenants, all parties in the joint tenancy must sign. When signing as attorney,
executor, administrator, trustee or guardian, please indicate the capacity in
which signing. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

                                        PLEASE MARK, SIGN, DATE AND MAIL THE
                                        CARD IN THE ENCLOSED ENVELOPE.

DATED: ___________________________, 2002

Signature ______________________________

DATED: ___________________________, 2002

Signature ______________________________

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