EXHIBIT 99(a)

                          AREA BANCSHARES CORPORATION
                              230 Frederica Street
                           Owensboro, Kentucky 42301

               THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                     FOR A SPECIAL MEETING OF SHAREHOLDERS

                       TO BE HELD ON MARCH 18, 2002


           The Board of Directors recommends a vote FOR the Proposal.

The undersigned hereby appoints Gary H. Latham and David W. Smith, and either
of them, or their designees, each with full power of substitution, as lawful
proxies to represent and vote at the special meeting of the shareholders of
AREA Bancshares Corporation to be held on Monday, March 18, 2002, beginning at
10:00 a.m. Central Time and at any adjournment or adjournments of the special
meeting, as fully and with the same effect as the undersigned might or could do
if personally present, with respect to the following matter and, in their
discretion, upon any other matters that may properly come before the meeting:

Proposal:  To approve the Agreement and Plan of Reorganization, dated as of
           November 7, 2001, between AREA Bancshares Corporation and BB&T
           Corporation, and a related plan of merger, providing for the merger
           of AREA into BB&T.

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


This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction to the contrary is indicated, it will
be voted for the Proposal.

Discretionary authority is hereby conferred as to all other matters which may
come before the special meeting, including adjourning the meeting to permit the
further solicitation of proxies, if necessary.

The undersigned hereby ratifies and confirms what the proxies appointed above,
or either of them, or their designees, may lawfully do or cause to be done by
virtue hereof, and acknowledges receipt of the notice of the special meeting
and the proxy statement/prospectus accompanying it.

                               Dated ____________________________________, 2002

                               ________________________________________________

                               ________________________________________________
                               Please insert date of signing. Please sign
                               exactly as name appears at left. If signing as
                               attorney, administrator, executor, trustee, or
                               guardian, give full title as such.