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Title:

Analyst Presentation

Entities:

Alabama National BanCorporation; Bancorpsouth Inc.; BancorpSouth, Inc.; Capital City Bank Group, Inc.; CNB Florida Bancshares, Inc.; Colonial BancGroup, Inc.; Community Bancorp of New Jersey; Community Banks, Inc.; First Bancshares, Inc.; First Community Bancorp Inc.; First Federal Bancorp Inc.; First Financial Bancorp; Florida Banks, Inc.; Long Island Financial Corp.; Main Street Banks, Inc.; Mystic Financial, Inc.; Pacific Capital Bancorp; Popular, Inc.; South Financial Group Inc.; Union Bankshares Inc.; United Community Banks, Inc.; WesBanco, Inc.; Willow Grove Bancorp, Inc

Date:

2006

Size:

37KB total

Price:

$43

ID:

#1019779

► Miscellany ► Presentations ► Analyst Presentations
► Financial ► Regional Banks
► Financial ► S&Ls/Savings Banks

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

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 Bancorps fee income ratio and net interest margin, estimated financial impacts resulting from deposit divestitures, the anticipated accretive effect of the merger, and BB&Ts 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 Bancorps bank operations and data processing to BB&Ts 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&Ts 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 managements ability to control or predict.

Outline

Background and transaction terms

Financial data

Rationale for the acquisition

Investment criteria

Summary

Appendix

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.

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.

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 MSAs 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

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

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: **

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

A fixed cash price based on BB&Ts 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&Ts 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.

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