The following description of the BB&T Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan sponsored by BB&T Corporation (the “Corporation” or “Plan Sponsor”). The Plan was established effective July 1, 1982, was most recently amended effective October 25, 2005, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Plan covers all employees of participating subsidiaries who meet age and service requirements. Employees are eligible to make salary reduction contributions after 90 days of employment with the Corporation. Employees are eligible to receive matching contributions after attaining the age of 21 with one year of continuous employment in which they have worked at least 1,000 hours. Participation in the Plan is based on voluntary election by each employee.

Participants may elect to contribute between 1 percent and 25 percent, in whole percentages, of their eligible earnings, as defined in the Plan agreement, on a pre-tax basis subject to certain Internal Revenue Code (“IRC”) limitations. The Corporation matches dollar-for-dollar up to 6 percent of compensation that a participant contributes to the Plan.

Participants may make changes in their contribution percentage at any time. Allocations among fund options offered by the Plan may be changed on a daily basis. Participants may also contribute funds from other tax-qualified plans as rollover contributions.

Participants are vested immediately in their contributions, employer matching contributions and actual earnings allocated to their account.

Participants may borrow from their account balances an amount not to exceed the lesser of $50,000 or 50 percent of their account balance. The minimum loan amount allowed by the Plan is $1,000. Only one loan can be taken during the Plan year and a participant may have only one loan outstanding at any time. The interest rate charged on amounts borrowed is equal to the Corporation’s prime lending rate plus 1 percent at the loan origination date. Loans from merged plans are carried at the terms and conditions that were set by the predecessor plans.

Upon termination, a participant may elect to have distributions paid from their account in installments, a lump sum or any combination of the two. Retired participants may elect installment payments to occur over a period not to exceed the participant’s life expectancy, or the life expectancy of the participant and beneficiary. Hardship withdrawals are allowed by the Plan in accordance with Plan provisions and Internal Revenue Service (“IRS”) regulations. Benefit claims are recorded when they have been approved for payment and paid by the Plan.

Each participant’s separate account is credited with the participant’s contribution and allocations of matching contributions, earnings on the account and administrative expenses. Allocations of earnings and expenses are based upon the market activity and fees of the investment options selected by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Forfeitures represent nonvested employer matching contributions of participants in predecessor plans that have terminated their employment with their employer. At December 31, 2005 and 2004, forfeited accounts totalled $62,743 and $168,137, respectively. This account can be used to reduce employer contributions. In 2005, employer contributions were reduced by $163,681 from the forfeiture account.

The Plan’s financial statements have been prepared using the accrual basis of accounting.

The Plan Sponsor may elect, but is not required, to pay recordkeeping and other administrative expenses incurred by the Plan. The Plan Sponsor has elected to pay certain administrative fees related to professional services provided to the Plan. Trustee fees and recordkeeping charges for services rendered by the Corporation’s Trust Division are paid by the Plan (see Note 9).

Participants may direct the investment of their contributions as well as employer matching contributions among fourteen mutual funds, the common stock fund and a bank investment contract (the “one-year BIC”), each offering different degrees of risk and return. Effective January 1, 2005, a self-directed brokerage investment option was added to the Plan. Effective December 31, 2004, the Small Company Growth Fund was closed to new investments. As of July 31, 2005, any remaining investment in this fund was transferred to the One-Year BIC.

The Plan’s investments are stated at fair value except for its benefit-responsive bank investment contract, which is valued at contract value (see Note 3). The fair value of common stock and investments in the self-directed brokerage account was determined by closing prices at the end of the Plan year. Shares of mutual funds are valued at the net asset value of the shares held by the Plan at year end. Investments in participant loans are stated at the outstanding balances, which approximate fair market value.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income on mutual funds is recorded on the ex-dividend date. Capital gain distributions on mutual funds are included in dividend income. Dividend income on BB&T Corporation common stock is recorded on the payable date. The Plan presents in the statement of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and unrealized appreciation or depreciation on investments held at year end.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the dates of the financial statements and the reported changes in net assets available for benefits during the reported periods. Actual results could differ from those estimates.

Concentrations of credit risk that arise from financial instruments exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Financial instruments which potentially subject the Plan to concentration of credit risk consist principally of mutual funds, the common/collective trust fund, the one-year BIC and common stock investments.

On December 29, 2005, The Financial Accounting Standards Board (FASB) released FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP). The FSP clarifies the definition of fully benefit-responsive investment contracts for contracts held by defined contribution plans. The FSP also establishes enhanced financial statement presentation and disclosure requirements for defined contribution plans subject to the FSP effective for financial statements issued for periods ending after December 15, 2006. We don’t anticipate that the adoption of this FSP will have a significant impact on the financial statements of the Plan.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The Plan invests in a fully benefit-responsive bank investment contract guaranteed by the Corporation. The contract is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment without penalty. The fair value of the investment contracts at December 31, 2005 and 2004 was $69,655,618 and $45,222,204, respectively.

There are no reserves for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates were approximately 2.89 percent and 2.85 percent, respectively, in 2005, and 1.41 percent and 1.40 percent, respectively, in 2004. The interest rate is reset annually based on December 1^st market yields for one-year maturity investments.

During 2005 and 2004, BB&T Corporation authorized the transfer of participant accounts from various acquired company plans into the Plan. Participant account balances including investments and loans receivable were transferred from the various plans at various dates during 2005 and 2004 as follows:

The fair market value of the BB&T Corporation Common Stock Fund of $854,860,640 and $867,040,476, at December 31, 2005 and 2004, respectively, which includes cash balances of $3,450,990 and $2,383,801 respectively, is allocated to participants’ accounts on a unitized basis.

During 2005 and 2004, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

A portion of the Plan consists of balances from various employee stock ownership plans that were transferred into the Plan (“Old ESOP”). Information about the net assets and the significant components of the changes in net assets relating to the Old ESOP’s investment in the Corporation’s common stock, whose fair value is determined based on closing prices at the end of the Plan year, is as follows:

The IRS has determined and informed the Plan Sponsor by letter dated October 22, 2004, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, assets of the Plan would be distributed in accordance with the Plan agreement.

Included in Plan assets are mutual funds sponsored by a subsidiary of the Corporation of $636,014,636 and $605,839,445 at December 31, 2005 and 2004, respectively, and bank investment contracts issued by a subsidiary of the Corporation of $69,655,618 and $45,222,204 at December 31, 2005 and 2004, respectively. The Plan received cash dividends of $42,461,052 and $7,966,690 on its investments in BB&T-sponsored mutual funds during 2005 and 2004, respectively, interest of $2,833,675 and $774,578 on its investment in the U.S. Treasury Money Market Fund during 2005 and 2004, respectively, and interest of $1,556,382 and $584,190 on its investment in the bank investment contract during 2005 and 2004, respectively.

In addition, the Plan invests in the Corporation’s common stock, as indicated in Notes 5 and 6. The Plan received cash dividends of $31,076,903 and $28,574,189 on its investment in BB&T Corporation common stock during 2005 and 2004, respectively.

The costs of administrative services rendered by the Corporation’s Trust Division for the years ended December 31, 2005 and 2004 were $1,741,165 and $2,255,628, respectively (see Note 2).