BB&T CORP
S-4, 2000-02-29
NATIONAL COMMERCIAL BANKS
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<PAGE>

   As Filed with the Securities and Exchange Commission on February 29, 2000
                                                     Registration No. 333-

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ----------------
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------
                               BB&T CORPORATION
            (Exact name of registrant as specified in its charter)
     North Carolina                  6060                     56-0939887
     (State or other           (Primary Standard           (I.R.S. Employer
      jurisdiction                Industrial             Identification Number)
   of incorporation or        Classification Code
      organization)                 Number)
                               ----------------
                            200 West Second Street
                      Winston-Salem, North Carolina 27101
                                (336) 733-2000
         (Address, including Zip Code, and telephone number, including
            area code, of registrant's principal executive offices)
                            Jerone C. Herring, Esq.
                       200 West Second Street, 3rd Floor
                      Winston-Salem, North Carolina 27101
                                (336) 733-2180
           (Name, address, including Zip Code, and telephone number,
                  including area code, of agent for service)
                               ----------------
                 The Commission is requested to send copies of
                            all communications to:
         Peter A. Zorn, Esq.                   Richard R. Cheatham, Esq.
Womble Carlyle Sandridge & Rice, PLLC          Kilpatrick Stockton L.L.P.
  200 West Second Street, 17th Floor       1100 Peachtree Street, Suite 2800
 Winston-Salem, North Carolina 27101          Atlanta, Georgia 30309-4530
                               ----------------
  Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
  If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
                               ----------------
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               Proposed       Proposed
                                               maximum        maximum      Amount of
     Title of each class of    Amount to be offering price   aggregate    registration
   securities to be registered  registered     per unit    offering price     fee
- --------------------------------------------------------------------------------------
<S>                            <C>          <C>            <C>            <C>
Common Stock, par value
 $5.00 per share(1)....         3,937,230        (2)       $51,031,912(3)  $13,472.42
- --------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Each share of the registrant's common stock includes one preferred share
    purchase right.
(2) Not applicable.
(3) Computed in accordance with Rule 457(f) based on a book value of the
    common stock of Hardwick Holding Company of $12.08 on January 31, 2000,
    computed as of the latest practicable date prior to the date of filing the
    registration statement.
  The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

                           HARDWICK HOLDING COMPANY
                              One Hardwick Square
                          Dalton, Georgia 30722-1367

                               ----------------

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON JUNE 6, 2000

                               ----------------

TO THE SHAREHOLDERS OF HARDWICK HOLDING COMPANY:

  NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Hardwick Holding Company, a Georgia corporation ("Hardwick"),
will be held at the Dalton Golf and Country Club, 2000 Cleveland Highway,
Dalton, Georgia, on Tuesday, June 6, 2000 at   :    .m. Eastern Time, for the
following purposes:

1. To consider and vote upon a proposal to approve the Agreement and Plan of
   Reorganization, dated as of November 16, 1999 (the "Merger Agreement"),
   between Hardwick and BB&T Corporation, a North Carolina corporation
   ("BB&T"), and a related plan of merger, pursuant to which Hardwick will
   merge with and into BB&T (the "Merger"). In the Merger, each share of
   common stock of Hardwick outstanding at the effective time will be
   converted into the right to receive not less than 0.9010 or more than
   0.9320 of a share of common stock of BB&T, plus cash in lieu of any
   fractional share of BB&T common stock, all as described in more detail in
   the accompanying proxy statement/prospectus. A copy of the Merger Agreement
   and the plan of merger set forth therein is attached to the accompanying
   proxy statement/prospectus as Appendix A.

2. To transact such other business as may be properly brought before the
   Meeting or at any and all adjournments or postponements thereof.

  Each holder of shares of the common stock of Hardwick has the right to
dissent to the merger and to demand payment of the fair value of all, but not
less than all, of such shares of common stock in the event the Merger
Agreement is approved and the Merger is consummated. The right of any holder
of Hardwick common stock to dissent requires strict compliance with the
provisions of Sections 14-2-1301 through 14-2-1332 of the Georgia Business
Corporation Code (the "GBCC"), the full text of which is attached to the
accompanying proxy statement/prospectus as Appendix B. Any holder of shares of
the common stock of Hardwick who is considering exercising his or her rights
of dissent and appraisal under the GBCC should consult his or her legal
advisor.

  Shareholders of Hardwick of record at the close of business on April 15,
2000 are entitled to notice of and to vote at the Meeting. You are cordially
invited to attend the Meeting in person; however, whether or not you plan to
attend, we urge you to complete, date and sign the accompanying proxy card and
to return it promptly in the enclosed postage prepaid envelope.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          _____________________________________
                                          Michael Robinson
                                          Secretary

Dalton, Georgia
May   , 2000

Please complete, sign, date and return the enclosed proxy card promptly
whether or not you plan to be present at the Meeting. Failure to return a
properly executed proxy or to vote at the Meeting will have the same effect as
a vote against the Merger Agreement and the plan of merger. Please do not send
in any certificates for your shares at this time.
<PAGE>

                                [Hardwick logo]

                        SPECIAL MEETING OF SHAREHOLDERS

                 MERGER PROPOSAL--YOUR VOTE IS VERY IMPORTANT
  The Board of Directors of Hardwick Holding Company has approved a merger
combining Hardwick and BB&T Corporation. In the merger, you will receive,
depending on the average reported closing price of BB&T common stock over a
five-day period ending shortly before the merger becomes effective, not less
than 0.9010 or more than 0.9320 of a share of BB&T common stock for each share
of Hardwick common stock that you own.

  You generally will not recognize gain or loss for federal income tax
purposes on the BB&T common stock you receive.

  The merger will join Hardwick's strengths as a community bank covering
northwest Georgia with BB&T's position as a leading bank throughout the
Carolinas, Virginia, Washington D.C. and parts of Maryland, Georgia, West
Virginia and Kentucky, enabling the combined company to offer Hardwick,s
customers a broad range of financial products and services.

  At the special meeting, you will consider and vote on the merger agreement.
The merger cannot be completed unless holders of at least a majority of the
shares of Hardwick common stock approve it. Hardwick's Board of Directors
believes the merger is in the best interests of Hardwick shareholders and
unanimously recommends that the shareholders vote to approve the merger
agreement. No vote of BB&T shareholders is required to approve the merger
agreement.

  BB&T common stock is listed on the New York Stock Exchange under the symbol
"BBT." On April  , 2000, the closing price of BB&T common stock was $  ,
making the value of      of a share of BB&T common stock (which is what
Hardwick shareholders would receive for each share of Hardwick common stock if
the average closing price of BB&T common stock over the five-day pricing
period was $ ) equal to $  . This price will, however, fluctuate between now
and the merger.

  The special meeting will be held on Tuesday, June 6, 2000 at the Dalton Golf
and Country Club, 2000 Cleveland Highway, Dalton, Georgia.

  This proxy statement/prospectus provides you with detailed information about
the proposed merger. We encourage you to read this entire document carefully.
In addition, this proxy statement/prospectus incorporates important business
and financial information about BB&T and Hardwick from other documents that we
have not included in the proxy statement/prospectus. You may obtain copies of
these other documents without charge by requesting them in writing or by
telephone at any time prior to May 30, 2000 from the appropriate company at
the following addresses:
   Shareholder                          Michael Robinson
    Reporting                           Hardwick Holding
 BB&T Corporation                            Company
 Post Office Box                       One Hardwick Square
       1290                              Dalton, Georgia
  Winston-Salem,                           30722-1367
      North                              (706) 217-3951
  Carolina 27102

  (336) 733-3021
  Whether or not you plan to attend the meeting, please take the time to vote
by completing and mailing the enclosed proxy card to us. If you fail to return
your proxy card and fail to vote in person, the effect will be the same as a
vote against the merger agreement. Your vote is very important. You can revoke
your proxy by writing to Hardwick's Secretary at any time before the meeting
or by attending the meeting and voting in person.

  On behalf of the Board of Directors of Hardwick, I urge you to vote "FOR"
approval and adoption of the merger agreement.
                                                              Kenneth E. Boring
                                           Chairman and Chief Executive Officer

   Neither the Securities and Exchange Commission nor any state securities
 regulator has approved or disapproved of the BB&T common stock to be issued
 in the merger or determined if this proxy statement/prospectus is accurate
 or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated April  , 2000 and is expected to be
first mailed to shareholders of Hardwick on or about May  , 2000.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
A WARNING ABOUT FORWARD-LOOKING INFORMATION................................. iii
SUMMARY.....................................................................   1
MEETING OF SHAREHOLDERS.....................................................   8
  General...................................................................   8
  Record Date, Voting Rights and Vote Required..............................   8
  Voting and Revocation of Proxies..........................................   9
  Solicitation of Proxies...................................................   9
  Recommendation of the Hardwick Board......................................   9
THE MERGER..................................................................  10
  General...................................................................  10
  Background of and Reasons for the Merger..................................  10
  Exchange Ratio............................................................  12
  Exchange of Hardwick Stock Certificates...................................  13
  The Merger Agreement......................................................  14
  Interests of Certain Persons in the Merger................................  19
  Rights of Dissenting Shareholders.........................................  22
  Regulatory Considerations.................................................  23
  Material Federal Income Tax Consequences of the Merger....................  25
  Accounting Treatment......................................................  26
  The Option Agreement......................................................  26
  Effect on Employees and Employee Benefit Plans............................  29
  Restrictions on Resales by Affiliates.....................................  30
INFORMATION ABOUT BB&T......................................................  31
  General...................................................................  31
  Operating Subsidiaries....................................................  31
  Acquisitions..............................................................  32
  Capital...................................................................  33
  Deposit Insurance Assessments.............................................  33
INFORMATION ABOUT HARDWICK..................................................  34
DESCRIPTION OF BB&T CAPITAL STOCK...........................................  34
  General...................................................................  34
  BB&T Common Stock.........................................................  34
  BB&T Preferred Stock......................................................  35
  Shareholder Rights Plan...................................................  35
  Other Anti-Takeover Provisions............................................  37
COMPARISON OF SHAREHOLDERS' RIGHTS..........................................  38
  Authorized Capital Stock..................................................  38
  Special Meetings of Shareholders..........................................  39
  Directors.................................................................  39
  Dividends and Other Distributions.........................................  39
  Shareholder Nominations and Shareholder Proposals.........................  40
  Discharge of Duties; Exculpation and Indemnification......................  40
  Mergers, Share Exchanges and Sales of Assets..............................  41
  Anti-takeover Statutes....................................................  41
  Amendments to Articles of Incorporation and Bylaws........................  42
  Shareholders' Rights of Dissent and Appraisal.............................  42
  Liquidation Rights........................................................  43
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                          <C>
OTHER BUSINESS..............................................................  43
LEGAL MATTERS...............................................................  43
EXPERTS.....................................................................  43
WHERE YOU CAN FIND MORE INFORMATION.........................................  44
</TABLE>

  Appendix A--Agreement and Plan of Reorganization and Plan of Merger
  (excluding certain annexes)
  Appendix B--Sections 14-2-1301 through 14-2-1332 of the Georgia Business
  Corporation Code

                                       ii
<PAGE>

                  A WARNING ABOUT FORWARD-LOOKING INFORMATION

  BB&T and Hardwick have each made forward-looking statements in this document
and in other documents to which this document refers that are subject to risks
and uncertainties. These statements are based on the beliefs and assumptions
of the management of BB&T and Hardwick and on information currently available
to them or, in the case of information that appears under the heading "The
Merger--BB&T's Reasons for the Merger" on page  , information that was
available to management of BB&T as of the date of the merger agreement, and
should be read in connection with the notices about forward-looking statements
made by each of BB&T and Hardwick in its reports filed under the Securities
Exchange Act of 1934. Forward-looking statements include the information
concerning possible or assumed future results of operations of BB&T or
Hardwick set forth under "Summary" and "The Merger--Background of and Reasons
for the Merger" and statements preceded by, followed by or that include the
words "believes," "expects," "assumes," "anticipates," "intends," "plans,"
"estimates" or other similar expressions. See "Where You Can Find More
Information" on page  .

  BB&T and Hardwick have made statements in this document regarding estimated
earnings per share of BB&T and Hardwick on a stand-alone basis, expected cost
savings from the merger, estimated restructuring charges relating to the
merger, estimated increases in Hardwick's net interest margin, the anticipated
accretive effect of the merger and BB&T's anticipated performance in future
periods. With respect to estimated cost savings and restructuring charges,
BB&T has made assumptions about, among other things, the extent of operational
overlap between BB&T and Hardwick, the amount of general and administrative
expense consolidation, costs relating to converting Hardwick'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 reserve
policies and the costs related to the merger. The realization of cost savings
and the amount of restructuring charges are subject to the risk that the
foregoing assumptions are inaccurate, and actual results may be materially
different from those expressed or implied by the forward-looking statements.

  Any statements in this document about 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:

  1. expected cost savings from the merger or other previously announced
     mergers may not be fully realized or realized within the expected time-
     frame;

  2. the loss of deposits, customers or revenues following the merger or
     other previously announced mergers may be greater than expected;

  3. competitive pressures 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 Hardwick, may be greater than
     expected;

  5. changes in the interest rate environment may reduce margins, the volumes
     or values of loans made or held;

  6. general economic or business conditions, either nationally or in the
     states or regions in which BB&T and Hardwick do business, 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
     Hardwick are engaged;

  8. adverse changes may occur in the securities markets; and

  9. competitors of BB&T and Hardwick may have greater financial resources
     and develop products that enable those competitors to compete more
     successfully than BB&T and Hardwick.

  Management of BB&T and Hardwick believes the forward-looking statements
about its company are reasonable; however, shareholders of Hardwick should not
place undue reliance on them. Forward-looking statements are not guarantees of
performance. They involve risks, uncertainties and assumptions. The future
results and shareholder values of BB&T following completion of the merger may
differ materially from those expressed or implied in these forward-looking
statements. Many of the factors that will determine these results and values
are beyond BB&T's and Hardwick's ability to control or predict.

                                      iii
<PAGE>

                                    SUMMARY

  This summary highlights selected information from this proxy
statement/prospectus and may not contain all of the information that is
important to you. To understand the merger fully and for a more complete
description of the legal terms of the merger, you should read carefully this
entire document and the documents to which we refer you. See "Where You Can
Find More Information" on page  .


Exchange Ratio for Holders of Hardwick Common Stock to be not less than 0.9010
or more than 0.9320 of a Share of BB&T Common Stock for each Share of Hardwick
Common Stock

  If the merger is completed, you will receive a portion of a share of BB&T
common stock for each share of Hardwick common stock you own, plus cash
instead of any fractional share. The portion of a share of BB&T common stock
that you will receive will depend on its average reported closing price over a
five-day period ending on the tenth calendar day before the merger becomes
effective:

  .  If the average reported closing price over the five-day period is higher
     than $33.50 but lower than $36.00, you will receive the portion of a
     share of BB&T common stock (to the nearest ten-thousandth of a share)
     corresponding to such average reported closing price on the Pricing
     Table attached as Annex A to the merger agreement attached as Appendix A
     to this proxy statement/prospectus for each share of Hardwick common
     stock that you own (see The Merger--The "Exchange Ratio" at page  );

  .  if the average reported closing price over the five-day period is $33.50
     or lower, you will receive 0.9320 of a share of BB&T common stock for
     each share of Hardwick common stock that you own; and

  .  if the average reported closing price over the five-day period is $36.00
     or higher, you will receive 0.9010 of a share for each share of Hardwick
     common stock that you own.

  On April  , 2000, the closing price of BB&T common stock was $  , making the
value of      a share of BB&T common stock (which is what you would receive
for each share of Hardwick common stock if the average closing price of BB&T
common stock over the five-day pricing period was $  ) equal to $  . Because
the market price of BB&T stock fluctuates, you will not know when you vote
what the shares will be worth when issued in the merger.

No Federal Income Tax on Shares Received in Merger (Page   )

  You generally will not recognize gain or loss for federal income tax
purposes on the shares of BB&T common stock you receive in the merger. BB&T's
attorneys have issued a legal opinion to this effect, which we have included
as an exhibit to the registration statement filed with the SEC for the shares
to be issued in the merger. You will be taxed, however, on any cash that you
receive instead of any fractional share of BB&T common stock and, if you
properly exercise your right to dissent to the merger, you will generally be
taxed on the cash that you receive. Tax matters are complicated, and the tax
consequences of the merger may vary among shareholders. We urge you to contact
your own tax advisor to understand fully how the merger will affect you.

BB&T Dividend Policy Following the Merger

  BB&T currently pays regular quarterly dividends of $0.20 per share of its
common stock. Over the past five years, BB&T has had a dividend payout ratio
in the range of approximately 36.5% to 39.5% of recurring earnings and a
compound growth rate of the annualized dividend of 14.9% Consistent with this
history, BB&T management intends to recommend to the BB&T Board of Directors
that BB&T's regular quarterly dividend be increased from $0.20 to $0.23 per
share for the third quarter of 2000, subject to business conditions, BB&T's
financial condition, earnings and other factors.

                                       1
<PAGE>


Hardwick Board Recommends Shareholder Approval (Page  )

  The Hardwick Board of Directors believes that the merger is in the best
interests of Hardwick shareholders and unanimously recommends that you vote
"FOR" approval of the merger agreement. The Hardwick Board believes that, as a
result of the merger, you will have less financial risk and will experience
greater value, including cash dividends, than you would if Hardwick remained
independent.

Meeting to be held June 6, 2000 (Page  )

  Hardwick will hold the special shareholders' meeting at  .  .m. on Tuesday,
June 6, 2000 at the Dalton Golf and Country Club, 2000 Cleveland Highway,
Dalton, Georgia. At the meeting, you will vote on the merger agreement and
conduct any other business that properly arises.

The Companies (Page  )

BB&T Corporation
200 West Second Street
Winston-Salem, NC 27101
(336) 733-2000

  BB&T is a multi-bank holding company with more than $45.5 billion in assets.
It is the sixth largest bank holding company in the Southeast and, through its
banking and thrift subsidiaries, operates 687 branch offices in the Carolinas,
Virginia, Maryland, Washington, D.C., Georgia, West Virginia and Kentucky. BB&T
ranks second in deposit market share in North Carolina and third in South
Carolina and maintains a significant market presence in Virginia, Maryland,
Georgia and Washington, D.C.

Hardwick Holding Company
One Hardwick Square
Dalton, GA 30722-1367
(706) 217-3951

  Hardwick, with approximately $518.3 million in assets, is the holding company
for nine banking offices in northwest Georgia through which it provides
customary banking services, finances commercial transactions, makes secured and
unsecured loans to individuals and provides other financial services.

The Merger (Page  )

  In the merger, Hardwick will merge into BB&T, and Hardwick's banking
subsidiaries, through which it operates, will become wholly owned subsidiaries
of BB&T. If the Hardwick shareholders approve the merger agreement at the
special meeting, we currently expect to complete the merger in the second
quarter of 2000.

  We have attached the merger agreement and the
related plan of merger (Appendix A) at the back of this proxy
statement/prospectus. We encourage you to read the merger agreement, as it is
the legal document that governs the merger.

Majority Hardwick Shareholder Vote Required (Page  )

  Approval of the merger agreement requires the affirmative vote of the holders
of at least a majority of the outstanding shares of Hardwick common stock. If
you fail to vote, it will have the effect of a vote against the merger
agreement and the merger. Each of Kenneth E. Boring and James M. Boring, Jr.
has agreed to vote his shares of Hardwick common stock in favor of the merger
agreement and the merger, and we expect the directors and executive officers of
Hardwick, who together own about  % of the shares entitled to be cast at the
meeting, to vote their shares in favor of the merger agreement and the merger.

  Brokers who hold shares of Hardwick common stock as nominees will not have
authority to vote them with respect to the merger unless the beneficial owners
of those shares provide voting instructions.

  The merger does not require the approval of BB&T's shareholders.

Record Date Set at April 15, 2000; One Vote per Share of Hardwick Common Stock
(Page  )

  If you owned shares of Hardwick common stock at the close of business on
April 15, 2000, the record date, you are entitled to vote on the merger
agreement and other matters that may be properly considered at the meeting, if
any.

  On the record date, there were [4,211,496] shares of Hardwick common stock
outstanding. You will have one vote at the meeting for each share of

                                       2
<PAGE>

Hardwick common stock that you owned on the record date.

Monetary Benefits to Management (Page  )

  When considering the recommendation of the Hardwick Board, you should be
aware that some of Hardwick's directors and officers have interests in the
merger that differ from the interests of other Hardwick shareholders.

  .  Hardwick's Chairman and Chief Executive Officer, Kenneth E. Boring, has
     been offered a 1-year employment and noncompetition agreement with
     Branch Banking and Trust Company, BB&T's North Carolina banking
     subsidiary, pursuant to which he would serve as Chairman of BB&T's
     Advisory Board for the Dalton, Georgia area;

  .  each of Marshall R. Mauldin and Michael Robinson has agreed to a 5-year
     employment agreement with Branch Banking and Trust Company, pursuant to
     which he would serve as a Senior Vice President;

  .  each of Stanley A. Crawford, George Crowley and Richard Drews has been
     offered a 3-year employment agreement with Branch Banking and Trust
     Company, pursuant to which he would serve as a Senior Vice President;
     and

  .  each of Gail C. Williams and Robert S. Varner has been offered a 2-year
     employment agreement with Branch Banking and Trust Company, pursuant to
     which she or he would serve as a Vice President.

  Each of these employment agreements is at the employee's current salary,
subject to a customary annual review, plus an amount equal to the value of
benefits lost as a result of the merger and provides that the employee will be
eligible to receive an annual bonus, except that Mr. Boring shall not be
entitled to an annual review or to receive a bonus. In addition, the employment
agreements for Messrs. Mauldin and Robinson provide that they will be eligible
to be granted stock options annually in accordance with BB&T's option plan.

  Kenneth E. Boring will be elected to the board of directors of Branch Banking
and Trust Company, for which he will earn annual fees of $5,000 plus $1,000 per
meeting attended, and Kenneth E. Boring and James M. Boring, Jr. will be named
to BB&T's Advisory Board for the State of Georgia, for which they will earn
$1,000 per meeting attended; provided, that James Boring will not earn the
foregoing fees at any time during which he is serving as an employee of BB&T or
an affiliate of BB&T. In addition, the members of the board of directors of
each of Hardwick's bank subsidiaries who execute a noncompetition and
nonsolicitation agreement satisfactory to BB&T will be offered a position on
BB&T's local advisory board for the bank's market area and, for at least two
years after the merger, will receive annual fees not less than those that they
are now receiving as members of their respective boards of directors.

  The Hardwick Board was aware of these and other interests and considered them
when it approved and adopted the merger agreement.

Conditions that Must be Satisfied for the Merger to Occur (Page  )

  The following conditions must be met for us to complete the merger:

  .  approval of the merger agreement by the Hardwick shareholders;

  .  the absence of legal restraints that prevent the completion of the
     merger;

  .  receipt of a legal opinion concerning the tax consequences of the
     merger;

  .  the continuing accuracy of the parties' representations in the merger
     agreement;

  .  the continuing effectiveness of the registration statement filed with
     the SEC;

  .  the ability to account for the merger as a pooling of interests; and

  .  the execution and delivery by Marshall R. Mauldin and Michael Robinson
     of employment agreements, and by Kenneth E. Boring of an employment and
     noncompetition agreement, with Branch Banking and Trust Company
     substantially in the forms attached to the merger agreement.

                                       3
<PAGE>


  Another condition to the merger[, which has already been met,] is the
receipt by BB&T of the approvals of the Board of Governors of the Federal
Reserve System, the Georgia Department of Banking and Finance and the Virginia
Bureau of Financial Institutions. [to be updated]

Termination and Amendment of the Merger Agreement (Page  )

  We can agree at any time to terminate the merger agreement without
completing the merger. Either company can also terminate the merger agreement
in the following circumstances:

  .  the merger is not completed by July 31, 2000;

  .  any of the conditions that must be satisfied to complete the merger is
     not met; or

  .  the other company violates, in a material way, any of its
     representations, warranties or obligations under the merger agreement.

  Generally, the company seeking to terminate cannot itself be in violation of
the merger agreement in a way that would allow the other party to terminate.

  We can agree to amend the merger agreement in any way, except that after the
shareholders' meeting we cannot decrease the consideration that you will
receive in the merger. Either company can waive any of the requirements of the
other company contained in the merger agreement, except that neither company
can waive any required regulatory approval or the satisfaction of any
condition imposed by law. Neither company intends to waive the condition that
it receives a tax opinion. If a tax opinion is not available and the Hardwick
Board determines to proceed with the merger, Hardwick will resolicit its
shareholders.

Option Agreement (Page  )

  As a condition to its offer to acquire Hardwick, and to discourage other
companies from acquiring Hardwick, BB&T required Hardwick to grant BB&T a
stock option that allows BB&T to buy up to 835,000 shares of Hardwick's common
stock. The exercise price of the option is $26.00 per share. Generally, BB&T
can exercise the option only if another party attempts to acquire control of
Hardwick. As of the date of this document, we do not believe that has
occurred.

BB&T to Use Pooling-of-Interests Accounting Treatment (Page  )

  BB&T will account for the merger as a pooling of interests. This will
enhance future earnings by avoiding the creation of goodwill relating to the
merger and will enable BB&T to avoid charges against future earnings that
would result from amortizing goodwill. This accounting method also means that,
after the merger, BB&T will report financial results as if Hardwick had always
been combined with BB&T.

Dissent and Appraisal Rights (Page  )

  Under Georgia law, if you do not vote for the merger and you properly
exercise rights to dissent to the merger and to demand the "fair value" of
your shares of Hardwick common stock, you may have the right to obtain a cash
payment for the "fair value" of your shares. To exercise these rights, you
must comply with the procedural requirements of the Georgia Business
Corporation Code, the relevant sections of which we have attached to this
proxy statement/prospectus as Appendix B. We cannot predict what the "fair
value" of Hardwick common stock resulting from the required appraisal
proceedings would be. Failure to take timely and properly any of the steps
required under the GBCC may result in a loss of dissenters' rights. See
"Rights of Dissenting Shareholders" on page  .

Share Price Information (Page  )

  BB&T common stock is listed on the New York Stock Exchange. On November 16,
1999, the last full trading day before public announcement of the proposed
merger, BB&T common stock closed at $36.69. On April  , 2000, BB&T common
stock closed at $  . There is no established public trading market for
Hardwick common stock.

Listing of BB&T Stock

  BB&T will list the shares of its common stock to be issued in the merger on
the New York Stock Exchange.

                                       4
<PAGE>


Comparative Market Prices and Dividends

  BB&T common stock is listed on the NYSE under the symbol "BBT." There is no
established trading market for Hardwick common stock. The table below shows the
high and low closing prices of BB&T common stock and cash dividends paid per
share for BB&T common stock and Hardwick common stock the last two fiscal years
plus the interim period. For BB&T, the amounts shown reflect a 2-for-1 stock
split on August 3, 1998. The merger agreement restricts Hardwick's ability to
increase dividends. See page   . [to be updated]

<TABLE>
<CAPTION>
                                                         BB&T           Hardwick
                                                ----------------------- --------
                                                                 Cash     Cash
                                                 High    Low   Dividend Dividend
                                                ------ ------- -------- --------
<S>                                             <C>    <C>     <C>      <C>
Quarter Ended
 March 31, 2000...............................  $      $        $  .20   $ .17
 June 30, 2000
  (through April  , 2000).....................
Quarter Ended
 March 31, 1999...............................   40.44   34.94    .175     .13
 June 30, 1999................................   40.25   33.81    .175     .13
 September 30, 1999...........................   36.63   30.50     .20     .13
 December 31, 1999............................   36.94   27.31     .20     .17
 For year 1999................................   40.44   27.31     .75     .56
Quarter Ended
 March 31, 1998...............................   33.84   29.03    .155     .12
 June 30, 1998................................   34.06   32.03    .155     .12
 September 30, 1998...........................   36.03   28.00    .175     .13
 December 31, 1998............................   40.63   27.31    .175     .13
 For year 1998................................   40.63   27.31     .66     .50
                                                 33.84   29.03    .155     .12
</TABLE>
  The table below shows the closing price of BB&T common stock on November 16,
1999, the last full trading day before public announcement of the proposed
merger. There is no established public trading market for Hardwick common stock

<TABLE>
       <S>                                                               <C>
       BB&T historical.................................................. $36.69
       Hardwick pro forma equivalent*................................... $33.06
</TABLE>
- --------
* calculated by multiplying BB&T's per share closing price by an assumed
  exchange ratio of 0.9010 (which is what the exchange ratio would be if the
  average reported closing price of BB&T common stock over the five-day pricing
  period is equal to the closing price on November 16)


                                       5
<PAGE>


Selected Consolidated Financial Data

  We are providing the following information to help you analyze the financial
aspects of the merger. We derived this information from audited financial
statements for 1995 through 1999 and unaudited financial statements for the
three months ended March 31, 2000. The information provided for BB&T has been
restated to include the accounts of Premier Bancshares, Inc., which was
acquired by BB&T on January 13, 2000 in a transaction accounted for as a
pooling of interests. This information is only a summary, and you should read
it in conjunction with our historical financial statements (and related notes)
contained in the annual and quarterly reports and other documents that we have
filed with the SEC. See "Where You Can Find More Information" on page   . You
should not rely on the three-month information as being indicative of results
expected for the entire year or for any future interim period. [to be updated]

                     BB&T--Historical Financial Information

<TABLE>
<CAPTION>
                         As of/For the Three
                            Months Ended
                              March 31,                  As of/For the Years Ended December 31,
                         ------------------- --------------------------------------------------------------
                          2000      1999        1999        1998         1997         1996         1995
                         ------------------- ---------- ------------ ------------ ------------ ------------
                                        (Dollars in thousands, except for per share amounts)
<S>                      <C>    <C>          <C>        <C>          <C>          <C>          <C>
Net interest income.....   $        $390,697 $1,651,552 $  1,497,486 $  1,383,797 $  1,256,556 $  1,141,455
Net income..............             154,007    614,360      566,947      429,022      399,119      290,707
Basic earnings per
 share..................                0.45       1.78         1.66         1.27         1.18         0.90
Diluted earnings per
 share..................                0.44       1.75         1.63         1.25         1.16         0.87
Cash dividends paid per
 share..................               0.175       0.75         0.66         0.58         0.50         0.43
Book value per share....                9.80       9.76         9.67         8.68         8.05         8.04
Total assets............          42,826,247 45,478,877   41,243,750   37,489,552   32,932,082   30,621,861
Long-term debt..........           5,666,542  5,520,484    5,450,081    2,839,210    2,551,604    1,654,156
</TABLE>

                   Hardwick--Historical Financial Information

<TABLE>
<CAPTION>
                         As of/For the Three
                             Months Ended
                              March 31,            As of/For the Years Ended December 31,
                         -------------------- -------------------------------------------------
                          2000       1999       1999      1998      1997      1996      1995
                         -------------------- --------- --------- --------- --------- ---------
                                  (Dollars in thousands, except for per share amounts)
<S>                      <C>     <C>          <C>       <C>       <C>       <C>       <C>
Net interest income.....    $    $      5,293 $  22,113 $  21,430 $  20,533 $  19,104 $  18,464
Net income..............                1,141     3,614     5,087     5,226     3,570     3,223
Basic earnings per
 share..................                  .28       .87      1.27      1.32       .89       .79
Diluted earnings per
 share..................                  .27       .87      1.26      1.29       .87       .79
Cash dividends paid per
 share..................                  .13       .56       .50       .36       .44       .22
Book value per share....                13.32     12.34     13.40     12.58     11.75     11.52
Total assets............              514,622   519,864   536,920   492,892   452,061   444,817
Long-term debt..........                8,347    11,136     8,420     8,703       974     1,225
</TABLE>

                                       6
<PAGE>


Comparative Per Share Data

  We have summarized below the per share information for our companies on a
historical, pro forma combined and equivalent basis. You should read this
information in conjunction with our historical financial statements (and
related notes) contained in the annual and quarterly reports and other
documents we have filed with the SEC. See "Where You Can Find More Information"
on page   .

  The BB&T pro forma information gives effect to the merger accounted for as a
pooling of interests, assuming that 0.9320 of a share of BB&T common stock is
issued for each outstanding share of Hardwick common stock. Hardwick equivalent
share amounts are calculated by multiplying the pro forma basic and diluted
earnings per share, BB&T's historical per share dividend and the pro forma
shareholders' equity by an assumed exchange ratio of 0.9320 of a share of BB&T
common stock so that the per share amounts equate to the respective values for
one share of Hardwick common stock. You should not rely on the pro forma
information as being indicative of the historical results that we would have
had if we had been combined or the future results that we will experience after
the merger, nor should you rely on the three-month information as being
indicative of results expected for the entire year or for any future interim
period. [to be updated]

<TABLE>
<CAPTION>
                                                              As of/For the
                                                           Year Ended December
                                          As of/For the            31,
                                        Three Months Ended -------------------
                                          March 31, 2000   1999   1998   1997
                                        ------------------ ----- ------ ------
<S>                                     <C>                <C>   <C>    <C>
Earnings per common share
Basic
  BB&T historical......................       $            $1.78 $ 1.66 $ 1.27
  Hardwick historical..................                     0.87   1.27   1.32
  Pro forma combined                                        1.77   1.66   1.27
Hardwick pro forma equivalent                               1.65   1.55   1.18
Diluted
  BB&T historical......................                     1.75   1.63   1.25
  Hardwick historical..................                     0.87   1.25   1.29
  Pro forma combined                                        1.74   1.63   1.25
Hardwick pro forma equivalent                               1.62   1.52   1.16
Cash dividends declared per common
 share
BB&T historical........................                      .75    .66    .58
Hardwick historical....................                      .56    .50    .36
Pro forma combined.....................                      .75    .66    .58
Hardwick pro forma equivalent..........                      .70    .62    .54
Shareholders' equity per common share
BB&T historical........................                     9.76   9.67   8.68
Hardwick historical....................                    12.68  13.40  12.58
Pro forma combined.....................                     9.81   9.72   8.74
Hardwick pro forma equivalent..........                     9.14   9.06   8.14
</TABLE>


                                       7
<PAGE>

                            MEETING OF SHAREHOLDERS

General

  We are providing this proxy statement/prospectus to Hardwick shareholders of
record as of April 15, 2000, along with a form of proxy that the Hardwick
Board is soliciting for use at a special meeting of shareholders of Hardwick
to be held on Tuesday, June 6, 2000 at  :  .m., Eastern Time, at the Dalton
Golf and Country Club, 2000 Cleveland Highway, Dalton, Georgia. At the
meeting, the shareholders of Hardwick will vote upon a proposal to approve the
merger agreement, dated as of November 16, 1999, pursuant to which Hardwick
would merge into BB&T. Proxies may be voted on other matters that may properly
come before the meeting, if any, at the discretion of the proxy holders. The
Hardwick Board knows of no such other matters except those incidental to the
conduct of the meeting. The merger agreement (excluding certain annexes) and
the related plan of merger are attached as Appendix A.

  Whether or not you expect to attend the meeting, your vote is important. We
request that you complete, date and sign the accompanying proxy and return it
promptly to Hardwick in the enclosed postage prepaid envelope.

Record Date, Voting Rights and Vote Required

  Only the holders of Hardwick common stock on the record date are entitled to
receive notice of and to vote at the meeting. On the record date, there were
[4,211,496] shares of Hardwick common stock outstanding, held by approximately
    holders of record. Each such share of Hardwick common stock is entitled to
one vote on each matter submitted at the meeting.

  Approval of the merger agreement and the plan of merger requires the
affirmative vote of the holders of at least a majority of the outstanding
shares of Hardwick common stock. If you do not vote your shares, it will have
the same effect as a vote "against" the merger agreement and the plan of
merger.

  The proposal to adopt the merger agreement and the plan of merger is a "non-
discretionary" item, meaning that brokerage firms may not vote shares in their
discretion on behalf of a client if the client has not given voting
instructions. Accordingly, shares held in street name that have been
designated by brokers on proxy cards as not voted with respect to that
proposal ("broker non-vote shares") will not be counted as votes cast on it.
Shares with respect to which proxies have been marked as abstentions also will
not be counted as votes cast on that proposal.

  Action on other matters, if any, that are properly presented at the meeting
for consideration of the shareholders will be approved if a quorum is present
and the votes in favor of the matter constitute a majority of the shares
represented at the meeting and entitled to vote. A quorum will be present if a
majority of the outstanding shares of Hardwick common stock entitled to vote
is represented at the meeting in person or by proxy. Shares with respect to
which proxies have been marked as abstentions and broker non-vote shares will
be treated as shares present for purposes of determining whether a quorum is
present. The Hardwick Board is not aware of any other business to be presented
at the meeting other than matters incidental to the conduct of the meeting.

  Because approval of the merger agreement and the plan of merger requires the
affirmative vote of the holders of at least a majority of the outstanding
shares of Hardwick common stock, abstentions and broker non-vote shares will
have the same effect as votes against the merger. Accordingly, the Hardwick
Board urges you to complete, date and sign the accompanying proxy and return
it promptly in the enclosed postage prepaid envelope.

  You should not send in your stock certificates with your proxy cards. See
"The Merger-Exchange of Hardwick Stock Certificates" on page  .

  If you do not vote for the merger and you properly exercise rights to
dissent to the merger and to demand the "fair value" of your shares of
Hardwick common stock, you may have the right to obtain a cash payment equal
to the Afair value of your shares. See "The Merger--Rights of Dissenting
Shareholders" on page   .

                                       8
<PAGE>

  Each of Kenneth E. Boring and James M. Boring, Jr. has agreed to vote all of
his shares of Hardwick common stock in favor of the merger agreement and the
merger and not to transfer any of his shares. As of the record date, the
directors and executive officers of Hardwick and their affiliates beneficially
owned a total of      shares, or  %, of the issued and outstanding shares of
Hardwick common stock, and the directors and executive officers of BB&T, their
affiliates, BB&T and its subsidiaries owned none of the outstanding shares of
Hardwick common stock.

Voting and Revocation of Proxies

  The shares of Hardwick common stock represented by properly completed
proxies received at or before the time for the meeting (or any adjournment)
will be voted as directed by the shareholders unless revoked as described
below. If no instructions are given, executed proxies will be voted "FOR"
approval of the merger agreement and the plan of merger. Proxies marked "FOR"
approval of the merger agreement and the plan of merger and executed but
unmarked proxies will be voted in the discretion of the proxy holders named
therein as to any proposed adjournment of the meeting. Proxies which are voted
"AGAINST" approval of the merger agreement and the plan of merger will not be
voted in favor of any motion to adjourn the meeting to solicit more votes in
favor of the merger. If any other matters are properly presented at the
meeting and voted upon, the proxies solicited hereby will be voted on those
matters at the discretion of the proxy holders named therein.

  Your attendance at the meeting will not automatically revoke your proxy. You
may, however, revoke a proxy any time before its exercise by filing a written
notice of revocation with, or by delivering a duly executed proxy bearing a
later date to, the Secretary of Hardwick at Hardwick's principal executive
offices before the meeting, or by attending the meeting and voting in person
by written ballot.

Solicitation of Proxies

  BB&T and Hardwick will each pay 50% of the cost of printing this proxy
statement/prospectus, and Hardwick will pay all other costs of soliciting
proxies. Directors, officers and other employees of Hardwick or its
subsidiaries may solicit proxies personally, by telephone or facsimile or
otherwise. None of these people will receive any special compensation for
solicitation activities.

Recommendation of the Hardwick Board

  The Hardwick Board has unanimously adopted the merger agreement and the plan
of merger and believes that the proposed transaction is fair to and in the
best interests of Hardwick and its shareholders. The Hardwick Board
unanimously recommends that Hardwick's shareholders vote "FOR" approval of the
merger agreement and the plan of merger. See "The Merger-Background of and
Reasons for the Merger" on page  .

                                       9
<PAGE>

                                  THE MERGER

  The following information describes the material aspects of the merger. This
description does not purport to be complete and is qualified in its entirety
by reference to the appendices to this proxy statement/prospectus, including
the merger agreement and the plan of merger, which are attached to this proxy
statement/prospectus as Appendix A and incorporated herein by reference. All
shareholders are urged to read the appendices in their entirety.

General

  In the merger, Hardwick will be merged with BB&T, and BB&T will be the
surviving corporation. Shareholders of Hardwick will receive shares of the
common stock of BB&T in exchange for their shares of Hardwick common stock.
During the first quarter of 2001, BB&T intends to merge Hardwick's subsidiary
banks into one or more subsidiaries of BB&T.

Background of and Reasons for the Merger

 Background of the Merger; Hardwick's Reasons for the Merger and
Recommendation of Directors.

  On August 31, 1999, Burney Warren of BB&T met in Dalton with Kenneth E.
Boring, James M. Boring and Michael Robinson to discuss BB&T's interest in
acquiring Hardwick. At that meeting the parties exchanged information about
the companies and agreed to continue discussions concerning a possible
business combination.

  On October 18, 1999, after the parties had exchanged additional information,
Kenneth E. Boring, James M. Boring, Michael Robinson, Marshall Mauldin, Robert
M. Chandler and Richard R. Cheatham met in Winston-Salem with BB&T's Chairman,
John Allison, and Burney Warren. At that meeting Messrs. Allison and Warren
provided information about BB&T's business philosophy, its acquisition
program, its expansion plans in Georgia and how it would integrate Hardwick
and BB&T's operations if the parties were to reach agreement to combine the
two companies.

  On October 27, 1999, Mr. Kenneth Boring, Mr. Robinson and Mr. Cheatham met
again with Mr. Allison and Mr. Warren in Winston-Salem. At that meeting BB&T
proposed, subject to certain due diligence investigations by the parties, that
it acquire Hardwick by exchanging 0.9320 shares of its common stock for each
share of Hardwick common stock. On October 28, 1999, following a $2.31 per
share increase in the closing price of BB&T shares from the closing price on
October 27, 1999, BB&T modified its offer to reflect the consideration
ultimately agreed upon. On November 8, 9 and 10, BB&T and Hardwick conducted
certain investigations relating to the financial information previously
provided on location in Georgia and North Carolina.

  At a special meeting on November 16, 1999, the Hardwick Board met to
consider the BB&T offer. At that meeting a detailed financial analysis of the
BB&T offer was presented to the Board, as well as BB&T's plans relating to the
integration of Hardwick's and BB&T's operations in the event a business
combination was consummated. Following an extensive discussion, the Hardwick
Board authorized Kenneth E. Boring to accept BB&T's offer, and the parties
executed the merger agreement on that day.

  Without assigning any relative or specific weights to the factors, in
approving the merger on November 15, 1999, the Hardwick Board considered the
following material factors:

  .  alternatives to the merger, including remaining independent, in light of
     current economic conditions in its markets and its competitive
     disadvantages as compared with the larger financial institutions
     operating in its markets;

  .  the value of the consideration to be received by Hardwick's shareholders
     relative to the book value and earnings per share of Hardwick's common
     stock;

  .  certain information concerning the financial condition, results of
     operations and business prospects of BB&T as compared with those of
     other regional and national bank holding companies;

                                      10
<PAGE>

  .  the financial terms of recent business combinations in the financial
     services industry and the comparison of the multiples of selected
     combinations with the terms of the proposed transaction with BB&T;

  .  the lack of marketability of Hardwick common stock and the marketability
     of BB&T common stock, which is listed on the New York Stock Exchange;

  .  the competitive and regulatory environment of financial institutions
     generally;

  .  the fact that the merger would enable Hardwick's shareholders to
     exchange their Hardwick shares in a tax-free transaction for shares of a
     large, regional bank holding company;

  .  BB&T's ability to provide comprehensive services in Hardwick's markets;

  .  the relative benefits to Hardwick's employees of a business combination
     with BB&T as compared with a business combination with another national
     or regional bank holding company;

  .  the likelihood of the merger being approved by applicable regulatory
     authorities without undue conditions or delays; and

  .  the potential effect that the future elimination of the pooling-of-
     interests method of accounting might have on the value of Hardwick
     stock, and the consideration that Hardwick shareholders might receive in
     any future business combination.

  The Hardwick Board blieves that the terms of the merger, including the basis
of exchange, are fair and equitable and take into account the relative earning
power of BB&T and Hardwick, historic and anticipated operations, the
economices of scale to be achieved through the merger and other pertinent
factors.

  Your Board of Directors Unanimously Recommends That You Vote "FOR" the
Merger Agreement and the Merger.

 B&T's Reasons for the Merger

  One of BB&T's announced objectives is to pursue in-market and contiguous
state acquisitions of banks and thrifts within the $250 million to $10 billion
range. BB&T's management believes that Hardwick is a quality institution with
a strong commitment to personal service and that its acquisition by BB&T
represents a substantial and beneficial expansion of BB&T's franchise into
northwest Georgia. BB&T's management further believes that the merger will
benefit Hardwick's customers by giving them access to a broader product line
that includes insurance, mutual funds, annuities, and retail brokerage,
investment banking, treasury and international banking services.

  In connection with BB&T's consideration of the merger, its management
analyzed certain investment criteria designed to assess the impact of the
merger on BB&T and its shareholders. For the purpose of this analysis, BB&T
made the following assumptions:

  .  BB&T's 1999 and 2000 earnings per share on a stand-alone basis would be
     in line with the estimates published by First Call Corporation.

  .  BB&T's earnings per share on a stand-alone basis for subsequent years
     would increase at an assumed annual rate, determined solely for the
     purpose of assessing the impact of the merger as described above, of
     12%.

  .  Hardwick's 1999 earnings per share would be in line with its
     management's estimate of $1.31 and Hardwick's 2000 earnings per share
     would be $1.35.

  .  Hardwick's earnings on a stand-alone basis for periods after 2000 would
     increase at an assumed rate, determined solely for the purpose of
     assessing the impact of the merger as described above, of approximately
     12%, before applying the effect of the assumptions described below.

  .  Annual cost savings of approximately $5 million, or 25% of Hardwick's
     expense base, would be realized as a result of the merger, 60% in 2000
     and 40% in 2001.

                                      11
<PAGE>

  .  Hardwick's core net interest margin (non-fully taxable equivalent) would
     be maintained annually at 4.60%.

  .  Hardwick's core fee income ratio would be increased to 25% by 2005.

  .  BB&T would be able to enhance performance through effective management
     of Hardwick's balance sheet.

  Using the above assumptions, BB&T analyzed the merger to determine whether
it would have an accretive or dilutive effect on estimated earnings per share,
return on equity, return on assets and book value per share. This analysis
indicated that the merger would be accretive to estimated earnings per share
and to book value in all years and to return on equity and to return on assets
by 2005. BB&T excluded from calculations of earnings per share, return on
equity and return on assets the effect of an estimated one-time charge of $6.5
million, after income tax benefits, related to consummating the merger.

  In addition to the analysis described above, BB&T performed an internal rate
of return analysis for this transaction. The purpose of this analysis was to
determine if the projected performance of Hardwick, after applying the
assumptions described above, would conform to BB&T's criteria. BB&T's current
minimum internal rate of return requirement for this type of investment is
15%. The analysis performed in connection with the Hardwick merger indicated
that the projected internal rate of return is 18.64%.

  None of the above information has been updated since the date of the merger
agreement. There can be no certainty that the results reflected in the above
information will be achieved or that actual results will not vary materially
from the estimated results. For more information concerning the factors that
could affect actual results, see "A Warning About Forward-Looking Information"
on page iii.

Exchange Ratio

  In the merger, each share of Hardwick common stock outstanding at the
effective time will be converted into the right to receive a portion of a
share of BB&T common stock that will depend on the average closing price per
share of BB&T common stock as reported at 4:00 p.m. eastern time on
NYSEnet.com for the five trading days (determined by excluding days on which
the NYSE is closed) ending on the tenth calendar day preceding the effective
time of the merger (the tenth day to be determined by counting the first
calendar day preceding the day on which the effective time of the merger
occurs as the first day) (the "Closing Value"):

  .  if the Closing Value is $33.50 or lower, each share of Hardwick common
     stock will be converted into the right to receive 0.9320 of a share of
     BB&T common stock;

  .  if the Closing Value is $36.00 or higher, each share of Hardwick common
     stock will be converted into the right to receive 0.9010 of a share of
     BB&T common stock; and

  .  if the Closing Value is higher than $33.50 but lower than $36.00, each
     share of Hardwick common stock will be converted into the right to
     receive a portion of a share of BB&T common stock corresponding to that
     Closing Value on the Pricing Table attached as an annex to the merger
     agreement and reproduced below (to the nearest ten-thousandth of a
     share)

                                      12
<PAGE>

                                 Pricing Table

<TABLE>
<CAPTION>
      BB&T                Exchange                       BB&T                       Exchange
 Closing Value             Ratio                    Closing Value                    Ratio
 -------------            --------                  -------------                   --------
<S>                       <C>                      <C>                              <C>
$36.00 and above           0.9010                       34.70                        0.9171
     35.95                 0.9016                       34.65                        0.9177
     35.90                 0.9022                       34.60                        0.9184
     35.85                 0.9029                       34.55                        0.9190
     35.80                 0.9035                       34.50                        0.9196
     35.75                 0.9041                       34.45                        0.9020
     35.70                 0.9047                       34.40                        0.9028
     35.65                 0.9053                       34.35                        0.9215
     35.60                 0.9060                       34.30                        0.9221
     35.55                 0.9066                       34.25                        0.9227
     35.50                 0.9072                       34.20                        0.9233
     35.45                 0.9078                       34.15                        0.9239
     35.40                 0.9084                       34.10                        0.9246
     35.35                 0.9091                       34.05                        0.9252
     35.30                 0.9097                       34.00                        0.9258
     35.25                 0.9103                       33.95                        0.9264
     35.20                 0.9109                       33.90                        0.9270
     35.25                 0.9115                       33.85                        0.9277
     35.10                 0.9122                       33.80                        0.9283
     35.05                 0.9128                       33.75                        0.9289
     35.00                 0.9134                       33.70                        0.9295
     34.95                 0.9140                       33.65                        0.9301
     34.90                 0.9146                       33.60                        0.9308
     34.85                 0.9153                       33.55                        0.9314
     34.80                 0.9159                  $33.50 and below                  0.9320
     34.75                 0.9165
</TABLE>

  You should be aware that the actual market value of a share of BB&T common
stock at the effective time and at the time certificates for those shares are
delivered following surrender and exchange of your certificates for shares of
Hardwick common stock may be more or less than the average closing price per
share of BB&T common stock at any other time, including the five-day pricing
period used to determine the exchange ratio. You are urged to obtain
information on the market value of BB&T common stock that is more recent than
that provided in this proxy statement/prospectus. See "Summary--Comparative
Market Prices and Dividends" on page   .

  No fractional shares of BB&T common stock will be issued in the merger. If
you would otherwise be entitled to a fractional share of BB&T common stock in
the merger, you will be paid an amount in cash determined by multiplying the
fractional part of the share of BB&T common stock by the Closing Value.

Exchange of Hardwick Stock CertificatesExchange of Hardwick Stock Certificates

  At the effective time, by virtue of the merger and without any action on the
part of Hardwick or the Hardwick shareholders, shares of Hardwick common stock
will be converted into and will represent the right to receive, upon surrender
of the certificate representing such shares as described below, whole shares
of BB&T common stock and cash instead of any fractional share interest.
Promptly after the effective time, BB&T will deliver or mail to you a form of
letter of transmittal and instructions for surrender of your Hardwick stock
certificates. When you properly surrender your certificates or provide other
satisfactory evidence of ownership, and return the letter of transmittal duly
executed and completed in accordance with its instructions and any other
documents as may be reasonably requested, BB&T will promptly deliver to you
the merger consideration to which you are entitled.

  You should not send in your stock certificates until you receive the letter
of transmittal and instructions.

                                      13
<PAGE>

  Until surrendered as described above, each outstanding Hardwick stock
certificate will be deemed upon the effective time for all purposes to
represent only the right to receive the merger consideration. No interest will
be paid or accrued on any cash payable for fractional shares as part of the
merger consideration upon the surrender of the certificate or certificates
representing shares of Hardwick common stock. With respect to any Hardwick
stock certificate that has been lost or destroyed, BB&T will pay the merger
consideration attributable to such certificate upon receipt of a surety bond
or other adequate indemnity, as required in accordance with BB&T's standard
policy, and evidence reasonably satisfactory to BB&T of ownership of the
shares in question. After the effective time, no transfer of the shares of
Hardwick common stock outstanding immediately prior to the effective time will
be made on BB&T's stock transfer books.

  BB&T will pay any dividends or other distributions with a record date before
the effective time that have been declared or made by Hardwick in respect of
shares of Hardwick common stock in accordance with the terms of the merger
agreement and that remain unpaid at the effective time.

  To the extent permitted by law, you will be entitled to vote after the
effective time at any meeting of BB&T shareholders the number of whole shares
of BB&T common stock into which your shares of Hardwick common stock are
converted, regardless of whether you have exchanged your Hardwick stock
certificates for BB&T stock certificates. Whenever a dividend or other
distribution is declared by BB&T on the BB&T common stock, the record date for
which is after the effective time, the declaration will include dividends or
other distributions on all shares of BB&T common stock issuable pursuant to
the merger agreement, but after the effective time no dividend or other
distribution payable to the holders of record of BB&T common stock as of any
time after the effective time will be delivered to you until you surrender
your Hardwick stock certificate for exchange as described above. Upon
surrender of your Hardwick stock certificate, both the BB&T common stock
certificate and any undelivered dividends and cash payments payable under the
merger agreement (without interest) will be delivered and paid to you with
respect to each share of Hardwick common stock represented by your
certificate.

The Merger Agreement

 Effective Date and Time of the Merger

  The merger agreement provides that the closing of the merger will take place
on the business day designated by BB&T that is within 30 days following the
satisfaction of the conditions to the completion of the merger, or a later
date mutually acceptable to the parties. The effective time will occur at the
time and date specified in the articles of merger to be filed with the
Secretary of State of North Carolina and the Secretary of State of Georgia. It
is currently anticipated that the filing of the articles of merger will take
place as soon as practicable following the date on which the merger agreement
and the plan of merger is approved by the Hardwick shareholders and all other
conditions to the respective obligations of BB&T and Hardwick to complete the
merger have been satisfied. If the merger is approved at the meeting, it is
currently anticipated that the filing of the articles of merger and the
effective time will occur during the second quarter of 2000.

 Conditions to the Merger

  The obligations of BB&T and Hardwick to carry out the merger are subject to
satisfaction (or, if permissible, waiver) of the following conditions at or
before the effective time:

  .  all corporate action necessary to authorize the performance of the
     merger agreement and the plan of merger must have been duly and validly
     taken, including the approval by the shareholders of Hardwick of the
     merger agreement and the plan of merger;

  .  BB&T's registration statement on Form S-4 relating to the merger
     (including any post-effective amendments) must be effective under the
     Securities Act of 1933, as amended, no proceedings may be pending or, to
     BB&T's knowledge, threatened by the SEC to suspend the effectiveness of
     the registration statement, and the BB&T common stock to be issued in
     the merger must either have been registered or be subject to exemption
     from registration under applicable state securities laws;


                                      14
<PAGE>

  .  the parties must have received all regulatory approvals required in
     connection with the transactions provided in the merger agreement, all
     notice periods and waiting periods required with respect to the
     approvals must have passed and all approvals must be in effect;

  .  neither BB&T nor Hardwick nor any of their respective subsidiaries may
     be subject to any order, decree or injunction of a court or agency of
     competent jurisdiction that enjoins or prohibits completion of the
     transactions provided in the merger agreement; and

  .  Hardwick and BB&T must have received an opinion of BB&T's legal counsel,
     Womble Carlyle Sandridge & Rice, PLLC, in form and substance
     satisfactory to Hardwick and BB&T, substantially to the effect that the
     merger will constitute one or more reorganizations under Section 368 of
     the Internal Revenue Code of 1986, as amended, and that the shareholders
     of Hardwick will not recognize any gain or loss to the extent that they
     exchange shares of Hardwick common stock for shares of BB&T common
     stock.

  The obligations of Hardwick to carry out the transactions in the merger
agreement are also subject to the satisfaction of the following additional
conditions at or before the effective time, unless, where permissible, waived
by Hardwick:

  .  BB&T must have performed in all material respects all obligations and
     complied in all material respects with all covenants required by the
     merger agreement;

  .  the shares of BB&T common stock to be issued in the merger must have
     been approved for listing on the NYSE, subject to official notice of
     issuance; and

  .  Hardwick must have received certain closing certificates and legal
     opinions from BB&T and its counsel.

  In addition, all representations and warranties of BB&T will be evaluated as
of the date of the merger agreement and at the effective time as though made
at the effective time (or on the date designated, in the case of any
representation and warranty that specifically relates to an earlier date),
except as otherwise provided in the merger agreement or consented to in
writing by Hardwick. The representations and warranties of BB&T concerning

  .  its capitalization,

  .  its and its subsidiaries' organization and authority to conduct
     business,

  .  its authorization of, and the binding nature of, the merger agreement
     and

  .  the absence of any conflict between the transactions in the merger
     agreement and BB&T's articles of incorporation or bylaws

must be true and correct (except for inaccuracies that are de minimis in
amount). Moreover, there must not be any inaccuracies in the representations
and warranties of BB&T in the merger agreement such that the aggregate effect
of such inaccuracies has, or is reasonably likely to have, a material adverse
effect on BB&T.

  The obligations of BB&T to carry out the transactions in the merger
agreement are also subject to satisfaction of the following additional
conditions at or before the effective time, unless, where permissible, waived
by BB&T:

  .  no regulatory approval may have imposed any condition or requirement
     that, in the reasonable opinion of the BB&T Board, would so materially
     adversely affect the business or economic benefits to BB&T of the
     transactions in the merger agreement as to render the consummation of
     such transactions inadvisable or unduly burdensome;

  .  Hardwick must have performed in all material respects all of its
     obligations and complied in all material respects with all of its
     covenants required by the merger agreement;

  .  BB&T must have received agreements from certain affiliates of Hardwick
     concerning the shares of BB&T common stock to be received by them;

                                      15
<PAGE>

  .  BB&T must have received certain closing certificates and legal opinions
     from Hardwick and its counsel;

  .  BB&T must have received letters from Arthur Andersen LLP, dated as of
     the filing of the registration statement and as of the effective time,
     to the effect that the merger will qualify for pooling-of-interests
     accounting treatment; and

  .  BB&T must have received employment agreements substantially in the form
     attached to the merger agreement from Marshall R. Mauldin and Michael
     Robinson and an employment and noncompetition agreement substantially in
     the form attached to the merger agreement from Kenneth E. Boring.

  In addition, all representations and warranties of Hardwick will be
evaluated at the date of the merger agreement and at the effective time as
though made on and at the effective time (or on the date designated, in the
case of any representation and warranty that specifically relates to an
earlier date), except as otherwise provided in the merger agreement or
consented to in writing by BB&T. The representations and warranties of
Hardwick concerning

  .  its capitalization,

  .  its and its subsidiaries' organization and authority to conduct
     business,

  .  its ownership of its subsidiaries,

  .  its authorization of, and the binding nature of, the merger agreement,

  .  the absence of conflict between the transactions in the merger agreement
     and Hardwick's articles of incorporation or bylaws,

  .  its forbearance from taking any actions that would negatively affect the
     pooling-of-interests accounting treatment for, or the tax-free elements
     of, the merger or the receipt of necessary regulatory approvals and

  .  actions taken to exempt the merger from any applicable anti-takeover
     laws

must be true and correct (except for inaccuracies that are de minimis in
amount). Moreover, there must not be any inaccuracies in the representations
and warranties of Hardwick in the merger agreement such that the effect of
such inaccuracies individually or in the aggregate has, or is reasonably
likely to have, a material adverse effect on Hardwick.

 Conduct of Hardwick's and BB&T's Business Prior to the Effective Time of the
Merger

  Except with the prior consent of BB&T, before the effective time of the
merger, Hardwick and its subsidiaries may not:

  .  carry on its business except in the ordinary course and in substantially
     the same manner as previously conducted, or establish or acquire any new
     subsidiary or engage in any new type of activity or expand any existing
     activities;

  .  declare or pay any distribution on its capital stock, other than
     regularly scheduled quarterly dividends of $0.17 per share payable with
     respect to Hardwick common stock on record dates consistent with past
     practice (except that, unless otherwise agreed, any dividend declared or
     payable for the quarterly period during which the effective time occurs
     may be declared with a record date before the effective time only if the
     normal record date for payment of the corresponding quarterly dividend
     on BB&T common stock is before the effective time);

  .  issue any shares of capital stock, except pursuant to restricted stock
     agreements in accordance with its normal practice (not to exceed 14,000
     shares) or pursuant to the option granted to BB&T in connection with the
     merger agreement;

  .  issue or authorize any rights to acquire capital stock or effect any
     recapitalization, reclassification, stock dividend, stock split or
     similar change in capitalization;


                                      16
<PAGE>

  .  amend its articles of incorporation or bylaws;

  .  impose or permit the imposition or existence of any lien, charge or
     encumbrance on any share of stock held by it in any Hardwick subsidiary
     or release any material right or cancel or compromise any debt or claim,
     in each case other than in the ordinary course of business;

  .  merge with any other entity or permit any other entity to merge into it,
     acquire control over any other entity or dispose of any assets or
     acquire any assets, in each case other than in the ordinary course of
     its business consistent with past practices;

  .  fail to comply in any material respect with any legal requirements
     applicable to it and to the conduct of its business;

  .  increase the compensation of any of its directors, officers or employees
     (excluding increases resulting from the exercise of outstanding
     compensatory stock options), or pay or agree to pay any bonus or provide
     any new employee benefit or incentive, except for increases or payments
     made in the ordinary course of business consistent with past practice or
     pursuant to existing plans or arrangements;

  .  enter into or substantially modify (except as may be required by law)
     any employee benefit, incentive or welfare arrangement, or any related
     trust agreement, relating to any of its directors, officers or other
     employees (other than renewal of any of arrangement consistent with past
     practice);

  .  solicit inquiries or proposals with respect to, furnish any information
     relating to, or participate in any discussions concerning, any other
     business combination with Hardwick or any Hardwick subsidiary, or fail
     to notify BB&T immediately if any such inquiry or proposal is received,
     any such information is requested or required or any such discussions
     are sought (except that this would not apply to furnishing information,
     negotiations or discussions following an unsolicited offer if Hardwick
     is advised by legal counsel that in its opinion the failure to furnish
     information or negotiate would likely constitute a breach of the
     fiduciary duty of the Hardwick Board to the Hardwick shareholders);

  .  enter into (a) any material agreement or commitment other than in the
     ordinary course, (b) any agreement, indenture or other instrument other
     than in the ordinary course relating to the borrowing of money by
     Hardwick or a Hardwick subsidiary or guarantee by Hardwick or a Hardwick
     subsidiary of any obligation, (c) any agreement or commitment relating
     to the employment or severance of a consultant or the employment,
     severance or retention in office of any director, officer or employee
     (except for the election of directors or the reappointment of officers
     in the normal course) or (d) any contract, agreement or understanding
     with a labor union;

  .  change its lending, investment or asset liability management policies in
     any material respect, except as required by applicable law, regulation
     or directives, and except that, after approval of the merger agreement
     and the merger by the Hardwick shareholders and after receipt of the
     requisite regulatory approvals for the transactions contemplated by the
     merger agreement, Hardwick will cooperate in good faith with BB&T to
     adopt policies, practices and procedures consistent with those utilized
     by BB&T, effective at or before the effective time;

  .  change its methods of accounting in effect at December 31, 1998, except
     as required by changes in accounting principles agreed with by BB&T, or
     change any of its federal income tax reporting methods from those used
     in the preparation of its tax returns for the year ended December 31,
     1998, except as required by changes in law;

  .  incur any new commitments for capital expenditures or obligations to
     make capital expenditures in excess of $25,000 for any one expenditure
     or $100,000 in the aggregate;

  .  incur any new indebtedness other than deposits from customers, advances
     from the Federal Home Loan Bank or Federal Reserve Bank and reverse
     repurchase arrangements, in each case in the ordinary course of
     business;

  .  take any action that would or could reasonably be expected to (a) cause
     the merger not to be accounted for as a pooling of interests or not to
     constitute a tax-free reorganization as determined by BB&T, (b)

                                      17
<PAGE>

     result in any inaccuracy of a representation or warranty that would
     permit termination of the merger agreement or (c) cause any of the
     conditions to the merger to fail to be satisfied;

  .  dispose of any material assets other than in the ordinary course of
     business; or

  .  agree to do any of the foregoing.

  Except with the prior consent of Hardwick, before the effective time,
neither BB&T nor any subsidiary of BB&T may take any action that would or
might be expected to

  .  cause the merger not to constitute a pooling of interests or a tax-free
     reorganization,

  .  result in any inaccuracy of a representation or warranty that would
     allow for termination of the merger agreement,

  .  cause any of the conditions precedent to the transactions contemplated
     by the merger agreement to fail to be satisfied;

  .  exercise the option agreement executed concurrently with the merger
     agreement other than in accordance with its terms or dispose of shares
     of Hardwick common stock acquired under that agreement other than in
     accordance with its terms; or

  .  fail to comply in any material respect with any laws, regulations,
     ordinances or governmental actions applicable to it and to the conduct
     of its business.

 Waiver; Amendment; Termination; Expenses

  Except with respect to any required regulatory approval or other condition
imposed by law, BB&T or Hardwick may at any time (whether before or after
approval of the merger agreement and the plan of merger by the Hardwick
shareholders) extend the time for the performance of any of the obligations or
other acts of the other party and may waive (a) any inaccuracies of the other
party in the representations or warranties contained in the merger agreement,
the plan of merger or any document delivered pursuant thereto, (b) compliance
with any of the covenants, undertakings or agreements of the other party, or
satisfaction of any of the conditions precedent to its obligations, contained
in the merger agreement or in the plan of merger or (c) the performance by the
other party of any of its obligations set out in the merger agreement or in
the plan of merger. The parties may also mutually amend or supplement the
merger agreement in writing at any time. However, no extension, waiver,
amendment or supplement which would reduce either the exchange ratio or the
payment terms for fractional interests to be provided to holders of Hardwick
common stock upon completion of the merger will be made after the Hardwick
shareholders approve the merger agreement and the plan of merger.

  If any of the conditions to the obligation of either party to complete the
merger is not fulfilled, that party will consider the materiality of such
nonfulfillment. In the case of the nonfulfillment of a condition to Hardwick's
obligations, Hardwick will, if it determines it appropriate under the
circumstances, resolicit shareholder approval of the merger agreement and the
plan of merger and provide appropriate information concerning the obligation
that has not been satisfied.

  The merger agreement may be terminated, and the merger may be abandoned:

  .  at any time before the effective time, by the mutual consent in writing
     of BB&T and Hardwick;

  .  at any time before the effective time, by either party (a) in the event
     of a material breach by the other party of any covenant or agreement
     contained in the merger agreement or (b) in the event of an inaccuracy
     of any representation or warranty of the other party contained in the
     merger agreement that would provide the nonbreaching party the ability
     to refuse to complete the merger under the applicable standard in the
     merger agreement (see "--Conditions to the Merger"); and, in either
     case, if the breach or inaccuracy has not been cured by the earlier of
     30 days following notice of the breach or inaccuracy to the party
     committing it or the effective time;

  .  at any time before the effective time, by either party in writing, if
     any of the conditions precedent to the obligations of the other party to
     complete the transactions contemplated by the merger agreement

                                      18
<PAGE>

     cannot be satisfied or fulfilled before the effective time, and the
     party giving the notice is not in material breach of any of its
     representations, warranties, covenants or undertakings;

  .  at any time, by either party in writing, if any of the applications for
     prior regulatory approval are denied and the time period for appeals and
     requests for reconsideration has run;

  .  at any time, by either party in writing, if the shareholders of Hardwick
     do not approve the merger agreement and the plan of merger; or

  .  at any time following July 31, 2000, by either party in writing, if the
     effective time has not occurred by the close of business on such date
     and the party giving the notice is not in material breach of any of its
     representations, warranties, covenants or undertakings.

  If the merger agreement is terminated pursuant to any of the provisions
described above, both the merger agreement and the plan of merger will become
void and have no effect, except that (a) provisions in the merger agreement
relating to confidentiality and expenses will survive the termination and (b)
a termination for an uncured breach of a covenant or agreement or inaccuracy
in a representation or warranty will not relieve the breaching party from
liability for that breach or inaccuracy.

  Each party will pay the expenses it incurs in connection with the merger
agreement and the merger, except that printing expenses and SEC filing fees
incurred in connection with the registration statement and this proxy
statement/prospectus will be paid 50% by BB&T and 50% by Hardwick.

Interests of Certain Persons in the Merger

  Certain members of Hardwick's management have interests in the merger that
are in addition to their interests as Hardwick shareholders. The Hardwick
Board was aware of these factors and considered them, among other matters, in
approving the merger agreement and the merger.

 Employment Agreements

  In connection with the merger, Branch Banking and Trust Company, BB&T's
North Carolina banking subsidiary ("BB&T-NC" or the "Employer"), will enter
into a one-year employment agreement with Kenneth E. Boring and a five-year
employment agreement with each of Marshall R. Mauldin and Michael Robinson
(Messrs. Mauldin and Robinson, the "Senior Executives") and expects to enter
into a three-year employment agreement with each of Stanley A. Crawford,
George Crowley and Richard Drews and a two-year employment agreement with each
of Gail C. Williams and Robert S. Varner (Messrs. Crawford, Crowley, Drews and
Varner and Ms. Williams, collectively, the "Executives"). The employment
agreements provide, respectively, for the employment of Mr. Boring as Chairman
of BB&T's Advisory Board for the Dalton, Georgia area, each of Messrs.
Mauldin, Robinson, Crawford, Crowley and Drews as a Senior Vice President of
BB&T-NC, and each of Ms. Williams and Mr. Varner as a Vice President of BB&T-
NC.

  The employment agreement for Mr. Boring provides that he will receive a base
salary at least equal to that previously received from Hardwick plus an amount
equal to the value of benefits lost as a result of the merger. The employment
agreements for the Senior Executives and the Executives also provide for them
to receive a base salary at least equal to that previously received from
Hardwick (subject to an annual review based on the performance of Employer and
the individual Executive or Senior Executive) plus an amount equal to the
value of benefits lost as a result of the merger and, in addition, provide
that they will be eligible to receive an annual bonus payment pursuant to the
terms of BB&T's Amended and Restated Short Term Incentive Plan. Each of the
Senior Executives will also be eligible to be granted stock options annually
under BB&T's Amended and Restated 1995 Omnibus Stock Incentive Plan on the
same basis as similarly situated officers of Employer.

  All of the employment agreements provide that the employee will receive, on
the same basis as other similarly situated officers of BB&T-NC, employee
pension and welfare benefits such as sick leave, vacation, group disability
and health, dental, life and accident insurance and similar indirect
compensation that may be

                                      19
<PAGE>

extended to similarly situated officers, such benefits to commence as of a
date determined by not later than the first day of the month following the
month in which the last of Hardwick's subsidiaries is merged into BB&T or one
of its subsidiaries (or, in the case of a defined benefit pension plan, the
plan anniversary date following the date of the last of such mergers). Until
that date, Hardwick plans that provide benefits of the same type or class as a
corresponding BB&T plan will continue in effect for the employees.

  The employment agreements provide that if BB&T-NC terminates the employee's
employment other than because of disability or for cause and if the employee
complies with certain noncompetition provisions, he or she will be entitled to
receive as "Termination Compensation," payable at such times as regular salary
payments would have been made under the agreements:

  .  in the case of Mr. Boring, an amount equal to his then-effective base
     salary until the end of the one-year term of the agreement; and

  .  in the case of the Senior Executives and the Executives, an annual
     amount equal to the highest amount of cash compensation (including
     bonuses) received during any of the preceding three calendar years for
     the period commencing on the date of the termination and ending on (i)
     in the case of a Senior Executive, the earlier to occur of the third
     anniversary of the termination or the end of the original five-year term
     of the agreement or (ii) in the case of an Executive, the end of the
     original term of the agreement.

  In addition, all of the foregoing would continue to receive health insurance
coverage and other group employee benefits from, and participate in the
retirement plans of, BB&T-NC on the same terms as were in effect before the
termination, either under BB&T-NC's plans or comparable coverage, during the
time payments of Termination Compensation are made.

  Each of the Senior Executives' and Executives' employment agreements further
provides that, in the event of a "Change of Control" (as defined below) of the
Employer or BB&T, the Senior Executive or the Executive may voluntarily
terminate employment for "Good Reason" (as defined below) until twelve months
after the Change of Control and (a) be entitled to receive in a lump sum (1)
any compensation due but not yet paid through the date of termination and (2)
in lieu of any further salary payments from the date of termination to the end
of the term of the agreement, an amount equal to his or her Termination
Compensation times (A) in the case of the Senior Executives, the lesser of the
quotient of the number of full calendar months remaining in the term of the
employment agreement at the time of termination divided by twelve or 2.99 or
(B) in the case of the Executives, the quotient referenced above, and (b)
continue for the period determined in (2)(A) or (2)(B), as the case may be, to
receive health insurance coverage and other group employee welfare benefits on
the same terms as were in effect either (1) at the date of termination or (2)
if such plans and programs in effect before the Change of Control were,
considered together as a whole, materially more generous to the officers of
BB&T-NC than such plans and programs at the date of termination, at the date
of the Change of Control.

  "Good Reason" means any of the following events occurring without the
consent of the Executive or Senior Executive in question:

  .  the assignment to him or her of duties inconsistent with the position
     and status of his or her title;

  .  a reduction in his or her pay grade or base salary as then in effect, or
     the exclusion of him or her from participation in benefit plans in which
     he or she previously participated;

  .  an involuntary relocation of him or her more than 30 miles from the
     location where he or she worked immediately before a Change in Control,
     or the Employer's breach of any material provision of the employment
     agreement; or

  .  any purported termination of his or her employment by BB&T-NC not
     effected in accordance with the employment agreement.

                                      20
<PAGE>

  A "Change of Control" would be deemed to occur if

  .  any person or group of persons (as defined in the Securities Exchange
     Act of 1934, as amended) together with its affiliates, excluding
     employee benefit plans of BB&T-NC or BB&T, is or becomes the beneficial
     owner of securities of BB&T-NC or BB&T representing 20% or more of the
     combined voting power of BB&T-NC's or BB&T's then outstanding
     securities;

  .  as a result of a tender offer or exchange offer for the purchase of
     securities of BB&T-NC or BB&T (other than an offer by BB&T for its own
     securities), or as a result of a proxy contest, merger, consolidation or
     sale of assets, or as a result of any combination of the foregoing,
     individuals who at the beginning of any two-year period constitute the
     BB&T Board, plus new directors whose election or nomination for election
     by BB&T's shareholders is approved by a vote of at least two-thirds of
     the directors still in office who were directors at the beginning of the
     two-year period, cease for any reason during the two-year period to
     constitute at least two-thirds of the members of the BB&T Board;

  .  the shareholders of BB&T approve a merger or consolidation of BB&T with
     any other corporation or entity, regardless of which entity is the
     survivor, other than a merger or consolidation that would result in the
     voting securities of BB&T outstanding immediately beforehand continuing
     to represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) at least 40% of the combined
     voting power of the voting securities of BB&T or the other surviving
     entity outstanding immediately after the merger or consolidation;

  .  the shareholders of BB&T approve a plan of complete liquidation or
     winding-up of BB&T or an agreement for the sale or disposition by BB&T
     of all or substantially all of BB&T's assets; or

  .  any other event occurs that the BB&T Board determines should constitute
     a Change of Control.

  If any of the payments to be made under any of the employment agreements
would constitute a "parachute payment," as defined in Section 280G of the
Internal Revenue Code, the payments would be reduced by the smallest amount
necessary so that no portion of such payments would be a "parachute payment."
A "parachute payment" generally is a payment which is contingent on a change
in the control of the corporation and the present value of which equals or
exceeds three times the "base amount," which is generally defined as an
individual's annualized includable compensation for the "base period," which
is generally the most recent five taxable years ending before the date of the
change in control. Sections 280G and 4999 of the Internal Revenue Code
generally provide that if "parachute payments" are paid to an individual,
everything above the base amount will be subject to a 20% excise tax payable
by the individual (in addition to the payment of regular income taxes on the
payments), as well as be nondeductible by the employer for federal income tax
purposes.

  The employment agreements will supersede any existing employment agreements
or change of control arrangements of Mr. Boring, the Senior Executives or the
Executives with Hardwick or its subsidiaries.

 BB&T's Advisory Board for Georgia, Local Advisory Boards and BB&T-NC's Board
of Directors

  At the effective time of the merger, BB&T will name Kenneth E. Boring and
James M. Boring, Jr. to its Advisory Board for the State of Georgia. Members
of BB&T's Advisory Board for the State of Georgia receive a fee of $1,000 per
meeting attended. In addition, BB&T will offer each member of the board of
directors of each bank subsidiary of Hardwick a seat on BB&T's local advisory
boards for such bank's market area, conditional upon BB&T's receipt of a
noncompetition agreement from such director. For two years after the effective
time, those members will receive, as compensation for service on the advisory
board, member's fees (annual retainer and attendance fees) at least equal in
amount each year to those that they were receiving as of November 1, 1999 as
members of their respective boards of directors. These advisory board members
will thereafter receive fees in accordance with BB&T's standard schedule of
advisory board service fees. Also, Kenneth E. Boring will be appointed to the
BB&T-NC Board to serve (subject to the right of removal for cause) so long as
he is elected and qualifies. Members of the BB&T-NC board receive an annual
retainer of $5,000 plus $1,000 for each meeting attended. None of the fees set
forth in this paragraph are to be paid to any member of the BB&T-NC board or
any member of any of BB&T's advisory boards who is also an employee of BB&T or
an affiliate of BB&T. For two years after the effective time (three years in
the case of Messrs. Boring), no

                                      21
<PAGE>

member of BB&T-NC's board or BB&T's Advisory Board for the State of Georgia or
local advisory boards will be prohibited from serving because he or she has
reached the maximum age for advisory board service (currently age 70).

 Indemnification of Directors and Officers

  The merger agreement provides that BB&T or one of its subsidiaries will
maintain for three years after the effective time directors' and officers'
liability insurance covering directors and officers of Hardwick for acts or
omissions occurring before the effective time. This insurance will provide at
least the same coverage and amounts as contained in Hardwick's policy on the
date of the merger agreement, unless the annual premium on the policy would
exceed 150% of the annual premium payments on Hardwick's policy, in which case
BB&T would maintain the most advantageous policies of directors' and officers'
liability insurance obtainable for a premium equal to that amount. BB&T has
also agreed to indemnify all individuals who are or have been officers,
directors, employees of Hardwick or a Hardwick subsidiary prior to the
effective time of the merger from any acts or omissions in such capacities
prior to the effective time of the merger to the extent such indemnification
is provided pursuant to Hardwick's existing articles of incorporation and
permitted under the North Carolina Business Corporation Act.

Rights of Dissenting Shareholders

  The following summary is not a complete statement of the provisions of
Georgia law relating to the appraisal rights of shareholders and is qualified
in its entirety by reference to the provisions of Sections 14-2-1301 through
14-2-1332 of the Georgia Business Corporation Code which are attached in full
as Appendix B to this proxy statement/prospectus. You are urged to read
Appendix B in its entirety.

  Pursuant to the provisions of the GBCC, if the merger is consummated, any
shareholder of record of Hardwick who objects to the merger and who fully
complies with Sections 14-2-1301 through 14-2-1332 of the GBCC will be
entitled to demand and receive payment in cash of an amount equal to the fair
value of all, but not less than all, of his or her shares of Hardwick common
stock. A shareholder of record may assert dissenters' rights as to fewer than
all of the shares registered in his or her name only if he or she dissents
with respect to all shares beneficially owned by any one beneficial owner and
notifies Hardwick in writing of the name and address of each person on whose
behalf he or she asserts dissenters' rights. For the purpose of determining
the amount to be received in connection with the exercise of statutory
dissenters' rights, the fair value of a dissenting shareholder's Hardwick
common stock equals the value of the shares immediately before the effective
date of the merger, excluding any appreciation or depreciation in anticipation
of the merger.

  Any Hardwick shareholder desiring to receive payment of the fair value of
his or her Hardwick common stock must:

  .  deliver to Hardwick, prior to the shareholder vote on the merger
     agreement and plan of merger, a written notice of his or her intent to
     demand payment for his or her shares if the merger is consummated;

  .  not vote his or her shares in favor of the merger agreement; and

  .  demand payment and deposit his or her stock certificates with BB&T in
     accordance with the terms of a dissenters' notice to be sent to all
     dissenting shareholders within 10 days after the merger is consummated.

  All written communications from shareholders with respect to the exercise of
appraisal rights should be mailed before the effective time of the merger to
Hardwick Holding Company, One Hardwick Square, Dalton, Georgia 30722-1367,
Attention: Secretary and after the effective time of the merger to BB&T
Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101,
Attention: General Counsel and Secretary. Voting against, abstaining from
voting or failing to vote on the proposal to approve the merger agreement and
plan of merger is not enough to satisfy the requirements of the GBCC. You must
also comply with all of

                                      22
<PAGE>

the conditions relating to the separate written notice of intent to dissent to
the merger, the separate written demand for payment of the fair value of
shares of Hardwick common stock and the deposit of the stock certificates.

  The dissenters' notice sent to dissenting shareholders will specify the
dates and place for receipt of the payment demand and the deposit of the
Hardwick stock certificates. Within 10 days after the effective date of the
merger or after BB&T's receipt of a payment demand from a dissenting
shareholder who has complied with the statutory requirements, whichever is
later, BB&T shall offer to pay the dissenter the fair value of his or her
shares, plus accrued interest. BB&T's offer will be accompanied by:

  .  Hardwick's balance sheet as of the end of a fiscal year ended not more
     than 16 months before the date of making an offer, an income statement
     for that year, a statement of changes in shareholders' equity for that
     year and the latest available interim financial statements, if any;

  .  an explanation of how the interest was calculated;

  .  a statement of the dissenting shareholder's right to demand payment of a
     different amount under Section 14-2-1327 of the GBCC; and

  .  a copy of the dissenters' rights provisions of the GBCC.

  If the dissenting shareholder accepts BB&T's offer by written notice to BB&T
within 30 days after the offer, or is deemed to have accepted the offer by
failing to respond to BB&T's offer, BB&T must make payment to the dissenting
shareholder for his or her shares within 60 days after making the offer or the
effective date or the merger, whichever is later. Upon payment of the agreed
upon value, the dissenting shareholder will cease to have any interest in his
or her shares of Hardwick stock.

  If within 30 days after BB&T offers payment for the shares of a dissenting
shareholder, he or she does not accept the estimate of fair value of the
shares and interest due on that fair value and demands payment of his or her
own estimate of the fair value of the shares and interest due, then BB&T,
within 60 days after receiving the payment demand of a different amount from
the dissenting shareholder, must file an action in a court of competent
jurisdiction in Whitfield County, Georgia, requesting that the fair value of
the dissenting shareholder's shares be determined. BB&T must make all
dissenting shareholders whose demands remain unsettled parties to the
proceeding. If BB&T does not begin the proceeding within the 60-day period, it
shall be required to pay the amount demanded by each dissenting shareholder
whose demand remains unsettled.

  Hardwick shareholders should note that cash paid to dissenting shareholders
in satisfaction of the fair value of their shares will be recognized as gain
or loss for federal income tax purposes. See "--Federal Income Tax
Consequences of the Merger" on page  .

  Failure by a Hardwick shareholder to follow the steps required by the GBCC
for perfecting appraisal rights may result in the loss of such rights. In view
of the complexity of these provisions and the requirement that they be
strictly complied with, if you are considering dissenting from the approval
and adoption of the merger agreement and exercising your appraisal rights
under the GBCC, you should consult your legal advisors.

Regulatory Considerations

  Bank holding companies (such as BB&T and Hardwick) and their depository
institution subsidiaries are highly regulated institutions, with numerous
federal and state laws and regulations governing their activities. These
institutions are subject to ongoing supervision, regulation and periodic
examination by various federal and state financial institution regulatory
agencies. Detailed discussions of this ongoing regulatory oversight and the
laws and regulations under which it is carried out can be found in the Annual
Reports on Form 10-K of BB&T and of Hardwick incorporated by reference in this
proxy statement/prospectus. Those discussions are qualified in their entirety
by the actual language of the laws and regulations, which are subject to
change based on possible future legislation and action by regulatory agencies.
See "Where You Can Find More Information" on page

                                      23
<PAGE>

  The merger and the subsidiary bank mergers are subject to regulatory
approvals, as set forth below. To the extent that the following information
describes statutes and regulations, it is qualified in its entirety by
reference to those particular statutes and regulations.

 The Merger

  The merger is subject to approval by the Board of Governors of the Federal
Reserve System under the Bank Holding Company Act of 1956. In considering the
approval of a transaction such as the merger, this Act requires the Federal
Reserve to review the financial and managerial resources and future prospects
of the bank holding companies and the banks concerned and the convenience and
needs of the communities to be served. The Federal Reserve also is required to
evaluate whether the merger would result in a monopoly or would be in
furtherance of any combination or conspiracy or attempt to monopolize the
business of banking in any part of the United States or otherwise would
substantially lessen competition or tend to create a monopoly or which in any
manner would be in restraint of trade, unless it finds the anti-competitive
effects of the proposed transaction are clearly outweighed in the public
interest by the probable effect of the transaction in meeting the convenience
and needs of the communities to be served.

  Where a transaction, such as the merger, involves the acquisition by a bank
holding company of a bank located in a state other than the home state of the
bank holding company (in this case North Carolina), the Bank Holding Company
Act authorizes the Federal Reserve to approve the transaction without regard
to the laws of any state, provided the bank holding company is adequately
capitalized and adequately managed and certain other limitations are not
exceeded. BB&T is considered well-capitalized and well-managed under the
Federal Reserve's Regulation Y, and the transaction does not exceed the other
limitations.

  The Georgia Department of Banking and Finance also must approve the merger
under the bank holding company act provisions of the Official Code of Georgia,
which permit an out-of-state bank holding company to acquire a bank having
banking offices in Georgia. In evaluating the transaction, the Department will
consider the effect of the transaction upon competition, the convenience and
needs of the communities to be served, the financial history of the acquiring
holding company and the bank to be acquired, the condition of the acquiring
holding company and the bank to be acquired including capital, management and
earnings prospects, the existence of insider transactions, the adequacy of
disclosure of the terms of the acquisition and the equitable treatment of the
minority shareholders of the bank to be acquired.

  BB&T also is required to provide notice to the Virginia Bureau of Financial
Institutions under the bank holding company act provisions of the Virginia
Code, which permit an out-of-state bank holding company that controls a
Virginia bank, such as BB&T, to acquire a bank outside of Virginia, such as
Hardwick Bank & Trust Company and First National Bank of Northwest Georgia, if
the Bureau approves the transaction. The Bureau is required to approve the
transaction if it determines that the transaction would not be detrimental to
the safety and soundness of the Virginia bank.

  All of the required applications and notices for the merger were submitted
to the appropriate regulatory agencies, and BB&T received the approval of the
Federal Reserve Bank of Richmond on February 24, 2000, the Georgia Department
of Banking and Finance on      , 2000 [to be updated] and the Virginia Bureau
of Financial Institutions on February 10, 2000. There can be no assurance,
however, that the U.S. Department of Justice or a state attorney general will
not challenge the merger (or the subsidiary bank mergers discussed below) or,
if such a challenge is made, as to the results thereof.

 The Subsidiary Bank Mergers

  Although not required by the terms of the merger agreement or the plan of
merger and not a condition to the merger, BB&T expects to effect the mergers
of Hardwick's banking subsidiaries into BB&T-NC during the first quarter of
2001. The subsidiary bank mergers are each subject to approval of the Federal
Deposit Insurance Corporation under the Bank Merger Act. In granting its
approval under the Bank Merger Act, the FDIC must

                                      24
<PAGE>

consider the financial and managerial resources and future prospects of the
existing and proposed institutions and the convenience and needs of the
communities to be served. Further, the FDIC may not approve any subsidiary
bank merger if it would result in a monopoly, if it would be in furtherance of
any combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of the United States, if the effect of the
subsidiary bank merger in any section of the country may be to substantially
lessen competition or to tend to create a monopoly or if it would be in any
other manner in restraint of trade, unless the FDIC finds that the
anticompetitive effects of the subsidiary bank merger are clearly outweighed
in the public interest by the probable effect of such merger in meeting the
convenience and needs of the communities to be served. In addition, the FDIC
must take into account the record of performance of the existing and proposed
institutions under the Community Reinvestment Act of 1977 in meeting the
credit needs of the community, including low- and moderate-income
neighborhoods, served by the institutions. Applicable regulations also require
publication of notice of the applications for approval of the subsidiary bank
mergers and an opportunity for the public to comment on the applications in
writing and to request a hearing.

  The North Carolina Commissioner of Banks also must approve the subsidiary
bank mergers under the bank merger act provisions of the North Carolina
General Statutes. In its review of the subsidiary bank mergers, the N.C.
Commissioner is required to consider whether the interests of the depositors,
creditors and shareholders of each institution are protected, whether the
merger is in the public interest and whether the merger is for legitimate
purposes.

  BB&T-NC also is required under Georgia law to provide prior notice to, and
to obtain prior approval from, the Georgia Department of Banking and Finance
before consummating the subsidiary bank mergers.

Material Federal Income Tax Consequences of the Merger

  The following is a summary description of the material anticipated federal
income tax consequences of the merger generally applicable to the shareholders
of Hardwick and to BB&T and Hardwick. This summary is not intended to be a
complete description of all of the federal income tax consequences of the
merger. No information is provided with respect to the tax consequences of the
merger under any other tax laws, including applicable state, local and foreign
tax laws. In addition, the following discussion may not be applicable with
respect to certain specific categories of shareholders, including but not
limited to persons who are corporations, trusts, dealers in securities,
financial institutions, insurance companies or tax exempt organizations;
persons who are not United States citizens or resident aliens or domestic
entities (partnerships or trusts); persons who are subject to alternative
minimum tax (to the extent that tax affects the tax consequences of the
merger) or are subject to the "golden parachute" provisions of the Internal
Revenue Code (to the extent that tax affects the tax consequences of the
merger); persons who acquired Hardwick common stock pursuant to employee stock
options or otherwise as compensation if such shares are subject to any
restriction related to employment; persons who do not hold their shares as
capital assets; or persons who hold their shares as part of a "straddle" or
"conversion transaction." No ruling has been or will be requested from the IRS
with respect to the tax effects of the merger. The federal income tax laws are
complex, and a shareholder's individual circumstances may affect the tax
consequences to the shareholder. Consequently, each Hardwick shareholder is
urged to consult his or her own tax advisor regarding the tax consequences,
including the applicable United States federal, state, local, and foreign tax
consequences, of the merger to him or her.

  In the opinion of Womble Carlyle Sandridge & Rice, PLLC, counsel to BB&T:
(a) the merger will constitute a reorganization under Section 368 of the
Internal Revenue Code; (b) no gain or loss will be recognized by BB&T or
Hardwick by reason of the merger; (c) the shareholders of Hardwick will
recognize no gain or loss for federal income tax purposes to the extent BB&T
common stock is received in the merger in exchange for Hardwick common stock;
(d) a shareholder of Hardwick who receives cash instead of a fractional share
of BB&T common stock will recognize gain or loss as if the shareholder
received the fractional share and it was then redeemed for cash in an amount
equal to the amount paid by BB&T in respect of the fractional share; (e) a
shareholder of Hardwick who receives a cash payment pursuant to the exercise
of dissenters' rights will

                                      25
<PAGE>

generally recognize capital gain or loss in an amount equal to the difference
between the amount received and his or her basis in the Hardwick stock
surrendered and ordinary income on any interest received with respect to the
stock; (f) the tax basis in the BB&T common stock received by a shareholder
(including any fractional share interest deemed received) will be the same as
the tax basis in the Hardwick common stock surrendered in exchange therefor;
and (g) the holding period for BB&T common stock received (including any
fractional share interest deemed received) in exchange for shares of Hardwick
common stock will include the period during which the shareholder held the
shares of Hardwick common stock surrendered in exchange, provided that the
Hardwick common stock was held as a capital asset at the effective time.

  The completion of the merger is conditioned upon the receipt by BB&T and
Hardwick of the legal opinion of Womble Carlyle Sandridge & Rice, PLLC,
counsel to BB&T, dated as of the closing date, to the effect of items (a) and
(c) as described above. Neither party intends to waive this condition. If the
tax opinion is not available and the Hardwick Board determines to proceed with
the merger, Hardwick will resolicit its shareholders.

Accounting Treatment

  It is anticipated that the merger will be accounted for as a pooling-of-
interests transaction under generally accepted accounting principles. Under
this accounting method, holders of Hardwick common stock will be deemed to
have combined their existing voting common stock interest with that of holders
of BB&T common stock by exchanging their Hardwick shares for shares of BB&T
common stock. Accordingly, the book value of the assets, liabilities and
shareholders' equity of Hardwick, as reported on its consolidated balance
sheet, will be carried over to the consolidated balance sheet of BB&T, and no
goodwill will be created. BB&T will be able to include in its consolidated
income the consolidated income of Hardwick for the entire fiscal year in which
the merger occurs; however, certain expenses incurred to effect the merger
must be treated by BB&T as current charges against income rather than
adjustments to its balance sheet. The unaudited pro forma financial
information contained in this proxy statement/prospectus has been prepared
using the pooling-of-interests method of accounting. If BB&T determines that
the merger will not qualify for pooling-of-interests accounting treatment, it
may, in its discretion, terminate the transaction.

The Option Agreement

 General

  As a condition to BB&T entering into the merger agreement, Hardwick (as
issuer) entered into an agreement with BB&T (as grantee), pursuant to which
Hardwick granted an option to BB&T to purchase from Hardwick up to 835,000
shares of Hardwick common stock (subject to adjustment in certain
circumstances) at a price of $26.00 per share (subject to adjustment under
certain circumstances). The purchase of any shares of Hardwick common stock
pursuant to the option is subject to compliance with applicable law, including
the receipt of necessary approvals under the Bank Holding Company Act of 1956,
and to BB&T's compliance with its covenants in the merger agreement.

  The option agreement is intended to increase the likelihood that the merger
will be completed in accordance with the terms set forth in the merger
agreement. Consequently, certain aspects of the option agreement may have the
effect of discouraging persons who, before the effective time, might be
interested in acquiring all of or a significant interest in Hardwick from
considering or proposing such an acquisition, even if they were prepared to
offer to pay consideration to shareholders of Hardwick with a higher current
market price than the BB&T common stock to be received for Hardwick common
stock pursuant to the merger agreement.

  The option agreement is filed as an exhibit to the registration statement,
of which this proxy statement/ prospectus is a part, and the following
discussion is qualified in its entirety by reference to the option agreement.
See "Where You Can Find More Information" on page  .


                                      26
<PAGE>

 Exercisability

  If BB&T is not in material breach of the option agreement or its covenants
and agreements contained in the merger agreement and if no injunction or other
court order against delivery of the shares covered by the option is in effect,
BB&T may generally exercise the option, in whole or in part, at any time and
from time to time prior to its termination, as described below, following the
happening of either of the following events (each a " Purchase Event":

  .  without BB&T's prior consent, Hardwick authorizes, recommends, publicly
     proposes (or publicly announces an intention to authorize, recommend or
     propose) or enters into an agreement with any third party to effect any
     of the following (each an "Acquisition Transaction"): (a) a merger,
     consolidation or similar transaction involving Hardwick or any of its
     significant subsidiaries, (b) the sale, lease, exchange or other
     disposition of 15% or more of the consolidated assets or deposits of
     Hardwick and its subsidiaries or (c) the issuance, sale or other
     disposition of securities representing 15% or more of the voting power
     of Hardwick or any of its significant subsidiaries; or

  .  any third party or group of third parties acquires or has the right to
     acquire beneficial ownership of securities representing 15% or more of
     the outstanding shares of Hardwick common stock.

  The obligation of Hardwick to issue shares of Hardwick common stock upon
exercise of the option will be deferred (but will not terminate) (a) until the
receipt of all required governmental or regulatory approvals or consents, or
until the expiration or termination of any waiting period required by law, or
(b) so long as any injunction or other order, decree or ruling issued by any
federal or state court of competent jurisdiction is in effect that prohibits
the sale or delivery of the shares.

 Termination

  The option will terminate upon the earliest to occur of the following
events: (a) the effective time; (b) the termination of the merger agreement
prior to the occurrence of a Purchase Event or a Preliminary Purchase Event
(as defined below) (other than a termination by BB&T based on either a
material breach by Hardwick of a covenant or agreement in the merger agreement
or an inaccuracy in Hardwick's representations or warranties in the merger
agreement of a nature entitling BB&T to terminate (a "Default Termination");
(c) 12 months after a Default Termination; (d) 12 months after termination of
the merger agreement (other than a Default Termination) following the
occurrence of a Purchase Event or a Preliminary Purchase Event; or (e) 12
months after a termination of the merger agreement based on the failure of the
shareholders of Hardwick to approve the merger agreement and the plan of
merger.

  A "Preliminary Purchase Event" is defined as either of the following:

  .  the commencement by any third party of a tender or exchange offer such
     that it would thereafter own 15% or more of the outstanding shares of
     Hardwick common stock or the filing of a registration statement with
     respect to such an offer, or

  .  the failure of the shareholders of Hardwick to approve the merger
     agreement, the failure of the meeting to have been held, the
     cancellation of the meeting prior to the termination of the merger
     agreement or the Hardwick Board having withdrawn or modified in any
     manner adverse to BB&T its recommendations with respect to the merger
     agreement, in any case after a third party: (a) proposes to engage in an
     Acquisition Transaction, (b) commences a tender offer or files a
     registration statement under the Securities Act with respect to an
     exchange offer such that it would thereafter own 15% or more of the
     outstanding shares of Hardwick common stock or (c) files an application
     or notice under federal or state statutes relating to the regulation of
     financial institutions or their holding companies to engage in an
     Acquisition Transaction.

  To the knowledge of BB&T and Hardwick, no Purchase Event or Preliminary
Purchase Event has occurred as of the date of this proxy statement/prospectus.


                                      27
<PAGE>

 Adjustments

  The option agreement provides for certain adjustments in the option in the
event of any change in Hardwick common stock by reason of a stock dividend,
stock split, split-up, recapitalization, combination, exchange of shares or
similar transaction or in the event of the issuance of any additional shares
of Hardwick common stock before termination of the option.

 Repurchase Rights

  At the request of the holder of the option any time during the 12 months
after the first occurrence of a Repurchase Event (as defined below), Hardwick
must, if the option has not terminated, and subject to any required regulatory
approval, repurchase from the holder (a) the option and (b) all shares of
Hardwick common stock purchased by the holder pursuant to the option with
respect to which the holder then has beneficial ownership. The repurchase will
be at an aggregate price equal to the sum of:

  .  the aggregate purchase price paid by the holder for any shares of
     Hardwick common stock acquired pursuant to the option with respect to
     which the holder then has beneficial ownership, plus

  .  the excess, if any, of (a) the Applicable Price (as defined in the
     option agreement) for each share of Hardwick common stock over the
     purchase price, multiplied by (b) the number of shares of Hardwick
     common stock with respect to which the option has not been exercised,
     plus

  .  the product of (a) the excess, if any, of the Applicable Price over the
     purchase price paid (or payable in the case of the exercise of the
     option for which the closing date has not occurred) by the holder for
     each share of Hardwick common stock with respect to which the option has
     been exercised and with respect to which the holder then has beneficial
     ownership (or the right to beneficial ownership if the option is
     exercised but the closing date has not occurred) multiplied by (b) the
     number of such shares.

  A "Repurchase Event" occurs if: (a) any third party acquires actual
ownership or control of, or any " group" (as such term is defined under the
Securities Exchange Act) is formed that has acquired actual ownership or
control of, 50% or more of the then outstanding shares of Hardwick common
stock, or (b) any of the merger or other business combination transactions set
forth in the paragraph below describing substitute options is completed.

 Substitute Options

  If, before the termination of the option agreement, Hardwick enters into an
agreement:

  .  to consolidate with or merge into any third party and Hardwick will not
     be the continuing or surviving corporation of the consolidation or
     merger;

  .  to permit any third party to merge into Hardwick with Hardwick as the
     continuing or surviving corporation, but, in connection therewith, the
     then outstanding shares of Hardwick common stock are changed into or
     exchanged for stock or other securities of Hardwick or any other person
     or cash or any other property, or the outstanding shares of Hardwick
     common stock after the merger represent less than 50% of the outstanding
     shares and share equivalents of the merged company;

  .  to permit any third party to acquire all of the outstanding shares of
     Hardwick common stock pursuant to a statutory share exchange; or

  .  to sell or otherwise transfer all or substantially all of its assets or
     deposits to any third party,

then the agreement must provide that the option will be converted or exchanged
for an option to purchase shares of common stock of, at the holder's option,
either (x) the continuing or surviving corporation of a merger or
consolidation or the transferee of all or substantially all of Hardwick's
assets or (y) any person controlling the continuing or surviving corporation
or transferee. The number of shares subject to the substitute option and the
exercise price per share will be determined in accordance with a formula in
the option agreement. To the extent

                                      28
<PAGE>

possible, the substitute option will contain terms and conditions that are the
same as those in the option agreement.

 Registration Rights

  The option agreement grants to BB&T and any permitted transferee of the
option certain rights to require Hardwick to prepare and file a registration
statement under the Securities Act if registration is necessary in order to
permit the sale or other disposition of any or all shares of Hardwick common
stock or other securities that have been acquired by or are issuable upon
exercise of the option.

Effect on Employees and Employee Benefit Plans

 Employees

  Each employee of Hardwick or a Hardwick subsidiary at the effective time who
becomes an employee of BB&T or a BB&T subsidiary (a "BB&T employer")
immediately following the effective time (a "transferred employee") will be
eligible to participate in BB&T's 401(k) plan (subject to compliance with
eligibility requirements and to BB&T's right to terminate such plan),
commencing on a date determined by BB&T no later than the first day of the
month following the month in which the last of Hardwick's bank subsidiaries is
merged into BB&T or one of its subsidiaries. Until the date determined by
BB&T, BB&T will continue in effect Hardwick's 401(k) plan for the benefit of
participating employees. For purposes of administering BB&T's 401(k) plan,
service by a transferred employee with Hardwick and the Hardwick subsidiaries
will be deemed to be service with BB&T or its subsidiaries for participation
and vesting purposes, but not for purposes of benefit accrual.

  Each transferred employee will be eligible to participate in the group
hospitalization, medical, dental, life, disability and other welfare benefit
plans and programs available to employees of the BB&T employer (subject to the
eligibility requirements and other terms of the plans and programs and to the
right of the BB&T employer to terminate the plans and programs) commencing,
with respect to each such plan or program, on a date determined by BB&T no
later than the first day of the month following the month in which the last of
Hardwick's bank subsidiaries is merged into BB&T or one of its subsidiaries.
Until that date, the BB&T employer will continue in effect for the benefit of
the transferred employees those welfare benefit plans and programs of Hardwick
that it determines, in its sole discretion, provide benefits of the same type
or class as a corresponding plan or program maintained by the BB&T employer.
For purposes of administering each such plan or program, service with Hardwick
will be deemed to be service with the BB&T employer for the purpose of
determining eligibility to participate and vesting (if applicable) in such
welfare plans and programs, but not for the purpose of computing benefits, if
any, determined in whole or in part with reference to service.

  Each transferred employee who is terminated after the effective time
(excluding any employee who has an existing employment or special termination
agreement that was disclosed to BB&T as of the date of the merger agreement)
will be entitled to severance pay in accordance with BB&T's general severance
policy if and to the extent such employee is entitled to severance pay under
the policy. An employee's service with Hardwick or a Hardwick subsidiary will
be treated as service with BB&T for purposes of determining the amount of
severance pay, if any, under BB&T's severance policy.

  BB&T has agreed to honor all employment agreements, severance agreements and
deferred compensation agreements that Hardwick and its subsidiaries have with
their current and former employees and directors and which have been disclosed
to BB&T, except to the extent any such agreements are superseded or terminated
at or after the effective time. Except for the agreements described in the
preceding sentence, all employee benefit plans of Hardwick and its
subsidiaries will be either terminated or, in the sole discretion of BB&T,
merged into comparable BB&T plans, effective as determined in the sole
discretion of BB&T.


                                      29
<PAGE>

Restrictions on Resales by Affiliateson

  All shares of BB&T common stock issuable in the merger will be registered
under the Securities Act and will be freely transferable, except that any
shares received by "persons" who are deemed to be "affiliates" (as these terms
are defined under the Securities Act) of Hardwick at the effective time may be
resold by them (a) only in transactions registered under the Securities Act or
permitted by the resale provisions of Rule 145 under the Securities Act or as
otherwise permitted by the Securities Act and (b) following the publication of
financial results of at least 30 days of post-merger combined operations of
BB&T and Hardwick (as required by the SEC's Accounting Series Release Nos. 130
and 135). Persons who may be deemed affiliates of Hardwick generally include
individuals or entities that directly, or indirectly through one or more
intermediaries, control, are controlled by or are under common control with
Hardwick and include directors and certain executive officers of Hardwick. The
restrictions on resales by an affiliate extend also to related parties of the
affiliate, including parties related by marriage who live in the same home as
the affiliate.

  The merger agreement requires Hardwick to use its best efforts to cause each
of its affiliates to deliver to BB&T a written agreement to the effect
generally that he or she will not offer or otherwise dispose of any shares of
BB&T common stock issued to that person in the merger, except in compliance
with (a) the Securities Act and the related rules and regulations and (b) the
requirements of the accounting releases described above.

                                      30
<PAGE>

                            INFORMATION ABOUT BB&T

General

  BB&T is a multi-bank holding company headquartered in Winston-Salem, North
Carolina. BB&T conducts operations in North Carolina, South Carolina,
Virginia, Maryland, Washington D.C., Georgia, West Virginia and Kentucky
primarily through its commercial banking and thrift subsidiaries and, to a
lesser extent, through its other subsidiaries. Substantially all of BB&T's
loans are to businesses and individuals in the Carolinas, Virginia, Maryland,
Washington D.C., Georgia, West Virginia and Kentucky. BB&T's principal
commercial bank subsidiaries are BB&T-NC, Branch Banking and Trust Company of
South Carolina ("BB&T-SC") and Branch Banking and Trust Company of Virginia
("BB&T-VA"), excluding bank subsidiaries of recently acquired bank holding
companies that are expected to be merged into BB&T-NC during 2000. The
principal assets of BB&T are all of the issued and outstanding shares of
common stock of BB&T-NC, BB&T Financial Corporation of South Carolina,
Greenville, South Carolina (which in turn owns all of the issued and
outstanding shares of BB&T-SC), BB&T Financial Corporation of Virginia (which
in turn owns all of the issued and outstanding shares of BB&T-VA) and Scott
and Stringfellow, Inc.

Operating Subsidiaries

  BB&T-NC, BB&T's largest subsidiary, is the oldest bank in North Carolina and
currently operates through 339 banking offices throughout North Carolina and
57 offices in metropolitan Washington, D.C. and Maryland. [to be updated]
BB&T-NC provides a wide range of banking and trust services in its local
market for retail and commercial customers, including small and mid-size
businesses, public agencies and local governments and individuals. BB&T
Leasing Corporation, a wholly owned subsidiary of BB&T-NC located in
Charlotte, North Carolina, offers lease financing to commercial businesses and
municipal governments. BB&T Investment Services, Inc., a wholly owned
subsidiary of BB&T-NC located in Charlotte, North Carolina, offers customers
investment alternatives, including discount brokerage services, fixed-rate and
variable-rate annuities, mutual funds, and government and municipal bonds.
Other subsidiaries of BB&T-NC include Raleigh, North Carolina-based BB&T
Insurance Services, Inc., which offers life, property and casualty and title
insurance on an agency basis, and Prime Rate Premium Finance Corporation,
Inc., which provides insurance premium financing and services to customers in
Virginia and the Carolinas.

  BB&T-SC serves South Carolina through 88 banking offices. BB&T-SC provides a
wide range of banking and trust services in its local market for retail and
commercial customers, including small and mid-size businesses, public
agencies, local governments and individuals.

  BB&T-VA offers a full range of commercial and retail banking services
through 104 banking offices throughout Virginia.

  Scott & Stringfellow, Inc., acquired on March 26, 1999, provides services in
retail brokerage, institutional equity and debt underwriting, investment
advice, corporate finance, equity trading and equity research and, on May 5,
1999, was merged with another subsidiary of BB&T, Craigie Incorporated, which
specialized in the origination, trading and distribution of fixed income
securities and equity products in both the public and private capital markets.

  Regional Acceptance Corporation specializes in indirect financing for
consumer purchases of mid-model and late-model used automobiles. BB&T Factors
Corporation buys and manages account receivables primarily in the furniture,
textile and home furnishings-related industries. W.E. Stanley & Company, Inc.
is primarily engaged in actuarial and employee group, health and welfare
benefit plan consulting, plan administration, and the design, communication
and administration of all types of corporate retirement plans. Sheffield
Financial Corp. specializes in loans to small commercial lawn care businesses
across the country. BB&T Bankcard Corporation is a special purpose credit card
bank.


                                      31
<PAGE>

Acquisitions

  BB&T's profitability and market share have been enhanced through internal
growth and acquisitions of both financial and nonfinancial institutions during
recent years. BB&T's most recent acquisitions include the following:

  On July 9, 1999, BB&T acquired First Citizens Corporation in a tax-free
transaction accounted for as a pooling of interests. First Citizens operated
13 banking offices and one mortgage loan office in the south metropolitan
Atlanta area. It is expected that First Citizens Bank and First Citizens Bank
of Georgia, subsidiary banks of BB&T (as the successor to First Citizens),
will be merged into BB&T-NC during the third quarter of 2000.

  On July 14, 1999, BB&T acquired Mason-Dixon Bancshares, Inc. in a tax-free
transaction accounted for as a pooling of interests. Mason-Dixon's branch
network included 23 banking offices, 12 consumer finance offices and three
mortgage loan offices in Maryland and extends BB&T's presence in central
Maryland. It is expected that Carroll County Bank and Trust Company and Bank
of Maryland, subsidiary banks of BB&T (as the successor to Mason-Dixon), will
be merged into BB&T-NC during the first quarter of 2000. [to be updated]

  On August 27, 1999, BB&T acquired Matewan Bancshares Inc. in a tax-free
transaction. Through its banking subsidiaries, Matewan National Bank and
Matewan FSB, Matewan operated 22 banking offices and one mortgage loan office
in southwestern Virginia, southern West Virginia and eastern Kentucky. BB&T's
acquisition of Matewan expands its franchise into southern West Virginia and
eastern Kentucky. It is expected that Matewan National Bank and Matewan FSB,
subsidiary banks of BB&T (as the successor to Matewan), will be merged into
BB&T-NC or BB&T-VA during the second quarter of 2000. [to be updated]

  On November 19, 1999, BB&T acquired First Liberty Financial Corp. in a tax-
free transaction accounted for as a pooling of interests. First Liberty
operated 38 banking offices and 13 consumer finance offices in Georgia and
Tennessee and its acquisition by BB&T expands BB&T's presence in Georgia. It
is expected that First Liberty Bank, a subsidiary bank of BB&T (as the
successor to First Liberty), will be merged into BB&T-NC during the second
quarter of 2000. [to be updated]

  On December 15, 1999, BB&T announced that it had agreed to acquire First
Banking Company of Southeast Georgia in a transaction to be accounted for as a
pooling of interests. In the transaction, valued at $124.2 million based on
BB&T's closing price on December 14, First Banking Company shareholders would
receive 0.74 of a share of BB&T common stock for each share of First Banking
Company common stock. Through its banking subsidiaries, First Banking Company
operates 12 banking offices in southeast Georgia. The acquisition of First
Banking Company, expected to close in the second quarter of 2000, would expand
BB&T's presence into southeast Georgia, including specifically the Savannah
area.

  On January 13, 2000, BB&T acquired Premier Bancshares Inc. ("Premier") in a
tax-free transaction accounted for as a pooling of interests. Through its
banking subsidiaries, Premier operated 32 banking offices in Atlanta and North
Georgia and, though Premier Lending, 10 mortgage banking offices. The
acquisition of Premier expands BB&T's presence in the metropolitan Atlanta
market. It is expected that Premier Bank, a subsidiary bank of BB&T (as the
successor to Premier), will be merged into BB&T-NC during the third quarter of
2000.

  On February 7, 2000, BB&T announced that it had agreed to acquire One Valley
Bancorp, Inc. in a transaction to be accounted for as a pooling of interests.
In the transaction, valued at $1.2 billion based on BB&T closing price on
February 4, One Valley shareholders would receive 1.28 shares of BB&T common
stock for each share of One Valley common stock. Through its nine banking
subsidiaries, One Valley operates 123 banking offices, 76 in West Virginia and
47 in central Virginia. The acquisition of One Valley, expected to close in
the third quarter of 2000, would give BB&T the highest market share in West
Virginia.


                                      32
<PAGE>

  BB&T expects to continue to take advantage of the consolidation of the
financial services industry by developing its franchise through the
acquisition of financial institutions. Such acquisitions may entail the
payment by BB&T of consideration in excess of the book value of the underlying
net assets acquired, may result in the issuance of additional shares of BB&T
capital stock or the incurring of additional indebtedness by BB&T, and could
have a dilutive effect on the per share earnings or book value of BB&T common
stock. Moreover, acquisitions sometimes result in significant front-end
charges against earnings, although cost savings, especially incident to in-
market acquisitions, are frequently anticipated.

Capital

  The Federal Reserve has established a minimum requirement for a bank holding
company's ratio of capital to risk-weighted assets (including on-balance sheet
activities and certain off-balance sheet activities, such as standby letters
of credit) of 8%. At least half of a bank holding company's total capital is
required to be composed of common equity, retained earnings, and qualifying
perpetual preferred stock, less certain intangibles. This is called Tier 1
capital. The remainder may consist of certain subordinated debt, certain
hybrid capital instruments and other qualifying preferred stock, and a limited
amount of the loan loss allowance. This is called Tier 2 capital. Tier 1
capital and Tier 2 capital combined are referred to as total capital. At March
31, 2000, BB&T's Tier 1 and total capital ratios were    % and     %,
respectively. Since January 1, 1998, the Federal Reserve has required bank
holding companies that engage in trading activities to adjust their risk-based
capital to take into consideration market risk that may result from movements
in market prices of covered trading positions in trading accounts, or from
foreign exchange or commodity positions, whether or not in trading accounts,
including changes in interest rates, equity prices, foreign exchange rates or
commodity prices. Any capital required to be maintained pursuant to these
provisions may consist of new "Tier 3 capital" consisting of forms of short
term subordinated debt. In addition, the Federal Reserve has issued a policy
statement, pursuant to which a bank holding company that is determined to have
weaknesses in its risk management processes or a high level of interest rate
risk exposure may be required to hold additional capital.

  The Federal Reserve also has established minimum leverage ratio requirements
for bank holding companies. These requirements provide for a minimum leverage
ratio of Tier 1 capital to adjusted average quarterly assets equal to 3% for
bank holding companies that meet specified criteria, including having the
highest regulatory rating. Bank holding companies that do not meet the
specified criteria generally are required to maintain a leverage ratio of from
at least 100 to 200 basis points above the stated minimum. BB&T's leverage
ratio at March 31, 2000 was     %. Bank holding companies experiencing
internal growth or making acquisitions are expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, these capital
requirements indicate that the Federal Reserve will continue to consider a
"tangible Tier 1 leverage ratio" (deducting all intangibles) in evaluating
proposals for expansion or new activity.

  The FDIC has adopted minimum risk-based and leverage ratio regulations to
which BB&T's state bank subsidiaries are subject that are substantially
similar to those requirements established by the Federal Reserve. The Office
of the Comptroller of the Currency also has similar regulations that would
apply to BB&T's national bank subsidiaries. Under federal banking laws,
failure to meet the minimum regulatory capital requirements could subject a
banking institution to a variety of enforcement remedies available to federal
regulatory authorities, including, in the most severe cases, the termination
of deposit insurance by the FDIC and placing the institution into
conservatorship or receivership. The capital ratios of each of BB&T's bank
subsidiaries exceeded all minimum regulatory capital requirements as of March
31, 2000.

Deposit Insurance Assessments

  The deposits of each of BB&T's bank subsidiaries are insured by the FDIC up
to the limits required by law. A majority of the deposits of the banks are
subject to the deposit insurance assessments of the Bank Insurance Fund of the
FDIC. However, approximately 34% of the deposits of BB&T-NC and BB&T-SC and a

                                      33
<PAGE>

portion of the deposits of BB&T-VA (related to the banks' acquisition of
various savings associations) are subject to assessments imposed by the
Savings Association Insurance Fund of the FDIC.

  For the semi-annual period beginning December 30, 1999, the effective rate
of assessments imposed on all FDIC deposits for deposit insurance ranges from
0 to 27 basis points per $100 of insured deposits, depending on the
institution's capital position and other supervisory factors. However, because
legislation enacted in 1996 requires that both SAIF-insured and BIF-insured
deposits pay a pro rata portion of the interest due on the obligations issued
by the Financing Corporation, the FDIC is currently assessing both BIF-insured
deposits and SAIF-insured deposits an additional 2.120 basis points per $100
of deposits on an annualized basis to cover those obligations.

  Additional information about BB&T can be found in BB&T's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000, and Current Reports on Form 8-
K dated January 12, 2000, February 7, 2000, February 9, 2000 and April   ,
2000 [to be updated], all of which are incorporated by reference in this proxy
statement/prospectus. See "Where You Can Find More Information" on page   .

                          INFORMATION ABOUT HARDWICK

General

  Hardwick is a bank holding company headquartered in Dalton, Georgia.
Hardwick conducts full service banking and trust operations primarily in
northwest Georgia, including Whitfield, Gordon, Bartow and the surrounding
counties, through its banking subsidiaries, Hardwick Bank & Trust and First
National Bank of Northwest Georgia. First National Bank of Northwest Georgia
operates under the trade names "Calhoun First National Bank" in Gordon County
and "Peoples First National Bank" in Bartow County. Through its banking
subsidiaries, Hardwick provides customary types of banking services such as
checking accounts, savings accounts, time deposits, safe deposit facilities
and fund transfers, finances commercial transactions, makes secured and
unsecured loans to individuals and provides other trust and financial
services.

                       DESCRIPTION OF BB&T CAPITAL STOCK

General

  The authorized capital stock of BB&T consists of 500,000,000 shares of BB&T
common stock, par value $5.00 per share and 5,000,000 shares of preferred
stock, par value $5.00 per share. As of April   , 2000, there were
shares of BB&T common stock issued and outstanding. There were no shares of
BB&T preferred stock issued and outstanding as of such date, although
2,000,000 shares of BB&T preferred stock have been designated as Series B
Junior Participating Preferred Stock and are reserved for issuance in
connection with BB&T's shareholder rights plan. See "--Shareholder Rights
Plan" on page   . Based on the number of shares of Hardwick common stock
outstanding at the record date (and assuming that the average closing price
per share of BB&T common stock over the five-day pricing period is equal to
the closing price of BB&T common stock on the record date), it is estimated
that approximately               shares of BB&T common stock would be issued
in the merger.

BB&T Common Stock

  Each share of BB&T common stock is entitled to one vote on all matters
submitted to a vote at any meeting of shareholders. Holders of BB&T common
stock are entitled to receive dividends when, as, and if declared by the BB&T
Board out of funds legally available therefor and, upon liquidation, to
receive pro rata all assets, if any, of BB&T available for distribution after
the payment of necessary expenses and all prior claims. Holders of BB&T common
stock have no preemptive rights to subscribe for any additional securities of
any class that BB&T may issue, nor any conversion, redemption or sinking fund
rights. Holders of BB&T common stock have

                                      34
<PAGE>

no right to cumulate votes in the election of directors. The rights and
privileges of holders of BB&T common stock are subject to any preferences that
the BB&T Board may set for any series of BB&T preferred stock that BB&T may
issue in the future. The terms of the BB&T Junior Preferred Stock reserved for
issuance in connection with BB&T's shareholder rights plan provide that the
holders will have rights and privileges that are substantially identical to
those of holders of BB&T common stock.

  The transfer agent and registrar for BB&T common stock is BB&T-NC. BB&T
intends to apply for the listing on the NYSE, subject to official notice of
issuance, of the shares of BB&T common stock to be issued in the merger.

BB&T Preferred Stock

  Under BB&T's articles of incorporation, BB&T may issue shares of BB&T
preferred stock in one or more series as may be determined by the BB&T Board
or a duly authorized committee. The BB&T Board or committee may also
establish, from time to time, the number of shares to be included in each
series and may fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and may increase or decrease the number of shares of any series
without any further vote or action by the shareholders. Any BB&T preferred
stock issued may rank senior to BB&T common stock with respect to the payment
of dividends or amounts paid upon liquidation, dissolution or winding up of
BB&T, or both. In addition, any shares of BB&T preferred stock may have class
or series voting rights. Under certain circumstances, the issuance of shares
of BB&T preferred stock, or merely the existing authorization of the BB&T
Board to issue shares of BB&T preferred stock, may tend to discourage or
impede a merger or other change in control of BB&T. See "--Shareholder Rights
Plan" on page   .

Shareholder Rights Plan

  BB&T has adopted a shareholder rights plan that grants BB&T's shareholders
the right to purchase securities or other property of BB&T upon the occurrence
of certain triggering events involving a potentially hostile takeover of BB&T.
Like other shareholder rights plans, BB&T's plan is intended to give the BB&T
Board the opportunity to assess the fairness and appropriateness of a proposed
transaction in order to determine whether it is in the best interests of BB&T
and its shareholders and to encourage potential hostile acquirors to negotiate
with the BB&T Board. BB&T's plan, also like other shareholder rights plans,
could also have the unintended effect of discouraging a business combination
that shareholders believe to be in their best interests.

  The terms of the rights are set forth in the Rights Agreement, dated as of
December 17, 1996, between BB&T and BB&T-NC, as Rights Agent and are
summarized below:

  On December 17, 1996, the BB&T Board declared a dividend of one right for
each outstanding share of BB&T common stock, payable to shareholders of record
at the close of business on January 17, 1997. One right has also been
distributed, and will also be distributed in the future, for each share of
BB&T common stock issued between January 17, 1997 and the occurrence of a
"distribution date," as described in the next paragraph. Each right entitles
the holder to purchase from BB&T 1/100th of a share of BB&T Junior Preferred
Stock (which is substantially equivalent to one share of BB&T common stock) at
a price of $145.00, subject to anti-dilution adjustments, or, under certain
circumstances, other securities or property.

  Initially, the rights are attached to all BB&T common stock certificates and
are not exercisable until a distribution date occurs. A "distribution date"
will occur, and the rights will separate from shares of BB&T common stock and
become exercisable, upon the earliest of (a) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "acquiring person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of BB&T common
stock, (b) 10 business days following the commencement of a tender offer or
exchange offer (or the offeror's receipt of regulatory or shareholder approval
of a tender offer or exchange offer) that would, if completed, result in a
person or group beneficially owning 20% or more of such outstanding shares of
BB&T

                                      35
<PAGE>

common stock or (c) 10 business days after the BB&T Board declares any person
to be an "adverse person," as described in the next paragraph.

  The BB&T Board will declare a person to be an adverse person upon its
determinations (a) that the person, alone or together with its affiliates and
associates, has or will become the beneficial owner of 10% or more of the
outstanding shares of BB&T common stock (provided that any such determination
will not be effective until such person has in fact become the beneficial
owner of 10% or more of the outstanding shares of BB&T common stock) and (b)
following consultation with such persons as the BB&T Board deems appropriate,
that (1) the beneficial ownership by the person is intended to cause, is
reasonably likely to cause or will cause BB&T to repurchase the BB&T common
stock beneficially owned by the person or to cause pressure on BB&T to take
action or enter into a transaction or series of transactions intended to
provide the person with short-term financial gain under circumstances where
the BB&T Board determines that the best long-term interests of BB&T and its
shareholders would not be served by taking the action or entering into such
transactions or series of transactions at that time or (2) the beneficial
ownership is causing or is reasonably likely to cause a material adverse
impact (including, but not limited to, impairment of relationships with
customers or impairment of BB&T's ability to maintain its competitive
position) on the business or prospects of BB&T or (3) the beneficial ownership
otherwise is determined to be not in the best interests of BB&T and its
shareholders, employees, customers and communities in which BB&T and its
subsidiaries do business.

  As soon as practicable after the distribution date, rights certificates will
be mailed to holders of record of BB&T common stock as of the close of
business on the distribution date and, thereafter, the separate rights
certificates alone will represent the rights. Except for certain issuances in
connection with outstanding options and convertible securities and as
otherwise determined by the BB&T Board, only shares of BB&T common stock
issued before the distribution date will be issued with rights.

  It is expected that as long as the rights are exercisable only for 1/100th
of a share of BB&T Junior Preferred Stock at an exercise price of $145.00,
BB&T's shareholders would not find it economic to exercise the rights.
However, under the circumstances described below, the rights may be exercised
for an amount of BB&T common stock or other property (including BB&T Junior
Preferred Stock) having a value equal to two times the exercise price. The
Rights Agreement provides that if the BB&T Board determines that a person is
an adverse person or, at any time following the distribution date, a person
becomes the beneficial owner of 25% or more of the then outstanding shares of
BB&T common stock, a holder of a right will thereafter have the right to
receive at the time specified in the Rights Agreement, in lieu of 1/100th of a
share of BB&T Junior Preferred Stock, (a) upon exercise and payment of the
exercise price, BB&T common stock (or, in certain circumstances, cash,
property or other securities of BB&T) having a value equal to two times the
exercise price of the right or (b) at the discretion of the BB&T Board, upon
exercise and without payment of the exercise price, BB&T common stock (or, in
certain circumstances, cash, property or other securities of BB&T) having a
value equal to the difference between the exercise price of the right and the
value of the consideration that would be payable under clause (a). Following
any of the events set forth in this paragraph, all rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any acquiring person or adverse person will be null and void. Rights
will not become exercisable, however, until such time as they are no longer
redeemable by BB&T as set forth below.

  For example, at an exercise price of $145.00 per right, each right not owned
by an acquiring person or an adverse person (or by certain related parties)
following a triggering event described in the preceding paragraph would
entitle its holder to purchase $290.00 worth of BB&T common stock (or cash,
securities or other property, as noted above) for $145.00. Assuming that the
BB&T common stock was determined as provided in the Rights Agreement to have a
value of $29.00 at such time the holder of each valid right would be entitled
to purchase 10 shares of BB&T common stock for $145.00. Alternatively, at the
discretion of the BB&T Board, each right following an event set forth in the
preceding paragraph, without payment of the exercise price, would entitle its
holder to five shares of BB&T common stock (or cash, securities or other
property, as noted above).


                                      36
<PAGE>

  In addition, if, at any time following the date on which there has been a
public announcement that an acquiring person has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of BB&T common stock, (a) BB&T is acquired in a merger, statutory share
exchange or other business combination transaction in which BB&T is not the
surviving corporation or (b) 50% or more of BB&T's assets or earning power is
sold or transferred, a holder of a right (except rights that previously have
been voided as set forth above) will thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value equal to
two times the exercise price of the right.

  The purchase price payable, and the number of shares of BB&T Junior
Preferred Stock or other securities or property issuable, upon exercise of the
rights are subject to adjustment from time to time to prevent dilution if
certain events occur.

  The rights expire at the close of business on December 31, 2006, subject to
extension by the BB&T Board, or unless earlier redeemed by BB&T as described
below.

  In general, BB&T may redeem the rights in whole, but not in part, at a price
of $0.01 per right at any time until 10 business days following the public
announcement that an acquiring person has become such or, if earlier, the
effective date of any declaration by the BB&T Board that any person is an
adverse person. After the redemption period has expired, BB&T's right of
redemption may be reinstated if an acquiring person or adverse person reduces
his or her beneficial ownership to less than 10% of the outstanding shares of
BB&T common stock in a transaction or series of transactions not involving
BB&T and if there are no other acquiring persons or adverse persons.

  Until a right is exercised, the holder will have no rights as a shareholder
of BB&T, including, without limitation, the right to vote or to receive
dividends. While the distribution of the rights will not be taxable to
shareholders or to BB&T, shareholders may, depending upon the circumstances,
recognize taxable income if the rights become exercisable for stock (or other
consideration) of BB&T or for common stock of the acquiring company.

  Other than those provisions relating to the principal economic terms of the
rights, any of the provisions of the Rights Agreement may be amended by the
BB&T Board before the distribution date. After the distribution date, the
provisions of the Rights Agreement may be amended by the BB&T Board in order
to cure any ambiguity, to make changes that do not adversely affect the
interests of holders of rights (excluding the interests of any acquiring
person or adverse person) or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption may be made when the rights are not redeemable.

  The Rights Agreement is filed as an exhibit to a registration statement on
Form 8-A dated January 10, 1997 that has been filed by BB&T with the SEC. This
registration statement and the Rights Agreement are incorporated by reference
in this proxy statement/prospectus, and reference is made to them for the
complete terms of the Rights Agreement and the rights. The foregoing
discussion is qualified in its entirety by reference to the Rights Agreement.
See "Where You Can Find More Information" on page   .

Other Anti-Takeover Provisions

  Provisions of the North Carolina Business Corporation Act and BB&T's
articles of incorporation and bylaws described below may be deemed to have an
anti-takeover effect and, together with the ability of the BB&T Board to issue
shares of BB&T preferred stock and to set the voting rights, preferences and
other terms thereof, may delay or prevent takeover attempts not first approved
by the BB&T Board. These provisions also could delay or deter the removal of
incumbent directors or the assumption of control by shareholders. BB&T
believes that these provisions are appropriate to protect the interests of
BB&T and its shareholders.


                                      37
<PAGE>

 Control Share Acquisition Act

  The Control Share Acquisition Act of the NCBCA may make an unsolicited
attempt to gain control of BB&T more difficult by restricting the right of
certain shareholders to vote newly acquired large blocks of stock. For a
description of this statute, see "Comparison of Shareholders' Rights--Anti-
takeover Statutes" on page   .

 Provisions Regarding the BB&T Board

  BB&T's articles of incorporation and bylaws separate the BB&T Board into
classes and permit the removal of directors only for cause. This could make it
more difficult for a third party to acquire, or discourage a third party from
acquiring, control of BB&T. For a description of such provisions, see
"Comparison of Shareholders' Rights--Directors" on page   .

 Meeting of Shareholders; Shareholders' Nominations and Proposals

  Under BB&T's bylaws, meetings of the shareholders may be called only by the
Chief Executive Officer, President, Secretary or the BB&T Board. Shareholders
of BB&T may not request that a special meeting of shareholders be called. This
provision could delay until the next annual shareholders' meeting shareholder
actions that are favored by the holders of a majority of the outstanding
voting securities of BB&T.

  The procedures governing the submission of nominations for directors and
other proposals by shareholders may also have a deterrent effect on
shareholder actions designed to result in change of control in BB&T. See
"Comparison of Shareholders' Rights--Shareholder Nominations and Shareholder
Proposals" on page   .

                      COMPARISON OF SHAREHOLDERS' RIGHTS

  At the effective time, holders of Hardwick common stock will become
shareholders of BB&T. The following is a summary of material differences
between the rights of holders of BB&T common stock and holders of Hardwick
common stock. Since BB&T is organized under the laws of the State of North
Carolina and Hardwick is organized under the laws of the State of Georgia,
differences in the rights of holders of BB&T common stock and those of holders
of Hardwick common stock arise from differing provisions of the NCBCA and the
GBCC in addition to differing provisions of their respective articles of
incorporation and bylaws.

  The following summary does not purport to be a complete statement of the
provisions affecting, and differences between, the rights of holders of BB&T
common stock and holders of Hardwick common stock. The identification of
specific provisions or differences is not meant to indicate that other equally
or more significant differences do not exist. This summary is qualified in its
entirety by reference to the NCBCA and the GBCC and the governing corporate
instruments of BB&T and Hardwick, to which the shareholders of Hardwick are
referred.

Authorized Capital Stock

 BB&T

  BB&T's authorized capital stock consists of 500,000,000 shares of BB&T
common stock and 5,000,000 shares of BB&T preferred stock. BB&T's articles of
incorporation authorize the BB&T Board to issue shares of BB&T preferred stock
in one or more series and to fix the designation, powers, preferences, and
rights of the shares of BB&T preferred stock in each series. As of April   ,
2000, there were           shares of BB&T common stock outstanding. No shares
of BB&T preferred stock were issued and outstanding as of that date, although
2,000,000 shares of BB&T preferred stock have been designated as BB&T Junior
Preferred Stock and are reserved for issuance in connection with BB&T's
shareholder rights plan. See "Description of BB&T Capital Stock--Shareholder
Rights Plan" on page   .


                                      38
<PAGE>

 Hardwick

  Hardwick's authorized capital stock consists of 10,000,000 shares of
Hardwick common stock, par value $.50 per share. As of April   , 2000, there
were [4,211,496] shares of Hardwick common stock outstanding.

Special Meetings of Shareholders

 BB&T

  Special meetings of the shareholders of BB&T may be called at any time by
BB&T's Chief Executive Officer, President or Secretary or by the BB&T Board.

 Hardwick

Special meetings of the shareholders of Hardwick may be called at any time by
the Hardwick Board or upon the request of shareholders owning at least 25% of
the shares entitled to vote at such meeting.

Directors

 BB&T

  BB&T's articles of incorporation and bylaws provide for a board of directors
having not less than three or more than 30 members as determined from time to
time by vote of a majority of the members of the BB&T Board or by resolution
of the shareholders of BB&T. Currently, the BB&T Board consists of 21
directors. The BB&T Board is divided into three classes, with directors
serving staggered three-year terms. Under BB&T's articles of incorporation and
bylaws, BB&T directors may be removed only for cause and only by the vote of a
majority of the outstanding shares entitled to vote in the election of
directors. Holders of BB&T common stock do not have cumulative voting rights
in the election of directors.

 Hardwick

  Hardwick's bylaws provide for a board of directors having not less than five
or more than 25 members as determined from time to time by the Hardwick Board.
Currently, the Hardwick Board consists of 11 directors. Under Hardwick's
bylaws, Hardwick directors may be removed with or without cause by a vote of a
majority of the outstanding shares entitled to vote in the election of
directors. Holders of Hardwick common stock do not have cumulative voting
rights in the election of directors.

Dividends and Other Distributions

 BB&T

  The NCBCA prohibits a North Carolina corporation from making any
distributions to shareholders, including the payment of cash dividends, that
would render it insolvent or unable to meet its obligations as they become due
in the ordinary course of business. BB&T is not subject to any other express
regulatory restrictions on payments of dividends and other distributions. The
ability of BB&T to pay distributions to the holders of BB&T common stock will
depend, however, to a large extent upon the amount of dividends its bank
subsidiaries, which are subject to restrictions imposed by regulatory
authorities, pay to BB&T. In addition, the Federal Reserve could oppose a
distribution by BB&T if it determined that such a distribution would harm
BB&T's ability to support its bank subsidiaries. There can be no assurances
that dividends will be paid in the future. The declaration, payment and amount
of any such future dividends would depend on business conditions, operating
results, capital, reserve requirements and the consideration of other relevant
factors by the BB&T Board.

 Hardwick

  The GBCC, similar to the NCBCA, forbids any distribution which, after being
given effect, would leave the corporation unable to pay its debts as they
become due in the usual course of business. Additionally, the

                                      39
<PAGE>

GBCC provides that no distribution shall be made if, after giving it effect,
the corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed to satisfy any preferential
rights upon dissolution.

Shareholder Nominations and Shareholder Proposals

 BB&T

  BB&T's bylaws establish advance notice procedures for shareholder proposals
and the nomination, other than by or at the direction of the BB&T Board or one
of its committees, of candidates for election as directors. BB&T's bylaws
provide that a shareholder wishing to nominate a person as a candidate for
election to the BB&T Board must submit the nomination in writing to the
Secretary of BB&T at least 60 days before the one year anniversary of the most
recent annual meeting of shareholders, together with biographical information
about the candidate and the shareholder's name and shareholdings. Nominations
not made in accordance with the foregoing provisions may be ruled out of order
by the presiding officer or the chairman of the meeting. In addition, a
shareholder intending to make a proposal for consideration at a regularly
scheduled annual meeting of shareholders that is not intended to be included
in the proxy statement for such meeting must notify the Secretary of BB&T in
writing at least 60 days before the one year anniversary of the most recent
annual meeting of shareholders of the shareholder's intention. The notice must
contain: (a) a brief description of the proposal, (b) the name and
shareholdings of the shareholder submitting the proposal and (c) any material
interest of the shareholder in the proposal.

  In accordance with SEC Rule 14a-8 under the Securities Exchange Act,
shareholder proposals intended to be included in the proxy statement and
presented at a regularly scheduled annual meeting must be received by BB&T at
least 120 days before the anniversary of the date that the previous year's
proxy statement was first mailed to shareholders. As provided in the SEC
rules, if the annual meeting date has been changed by more than 30 days from
the date of the prior year's meeting, or for special meetings, the proposal
must be submitted within a reasonable time before BB&T begins to print and
mail its proxy materials.

 Hardwick

  Hardwick's articles of incorporation and bylaws do not establish procedures
for shareholder proposals or directors' nominations.

Discharge of Duties; Exculpation and Indemnification

 BB&T

  The NCBCA requires that a director of a North Carolina corporation discharge
his or her duties as a director (a) in good faith, (b) with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances and (c) in a manner the director reasonably believes to be in
the best interests of the corporation. The NCBCA expressly provides that a
director facing a change of control situation is not subject to any different
duties or a higher standard of care. BB&T's articles of incorporation provide
that, to the fullest extent permitted by applicable law, no director of BB&T
will have any personal liability for monetary damage for breach of a duty as a
director. BB&T's bylaws require BB&T to indemnify its directors and officers,
to the fullest extent permitted by applicable law, against liabilities arising
out of his or her status as a director or officer, excluding any liability
relating to activities that were at the time taken known or believed by such
person to be clearly in conflict with the best interests of BB&T.

 Hardwick

  The GBCC requires that a director discharge his or her duties as a director
in a manner he or she believes in good faith to be in the best interest of the
corporation; and with the care an ordinary prudent person in a like position
would exercise under similar circumstances. Hardwick's bylaws authorize
Hardwick to indemnify its

                                      40
<PAGE>

directors and officers against liabilities arising out of such person's status
as a director or officer if he or she acted in a manner he or she believed in
good faith to be in or not opposed to the best interest of the corporation
and, in the case of any criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful.

Mergers, Share Exchanges and Sales of Assets

 BB&T

  The NCBCA generally requires that any merger, share exchange or sale of all
or substantially all the assets of a corporation otherwise than in the
ordinary course of business must be approved by the affirmative vote of the
majority of the issued and outstanding shares of each voting group entitled to
vote. Approval of a merger by the shareholders of the surviving corporation is
not required in certain instances, however, including (as in the case of the
merger with Hardwick) a merger in which the number of voting shares
outstanding immediately after the merger, plus the number of voting shares
issuable as a result of the merger, does not exceed by more than 20% the
number of voting shares outstanding immediately before the merger. BB&T is
also subject to certain statutory anti-takeover provisions. See "--Anti-
takeover Statutes" below.

 Hardwick

  The GBCC generally provides that approval of these transactions requires a
recommendation by the board of directors to the shareholders and approval by
the shareholders by a majority of all the votes entitled to be cast by all
shares entitled to vote on the transaction.

Anti-takeover Statutes

 BB&T

  The North Carolina Control Share Acquisition Act applies to BB&T. This Act
is designed to protect shareholders of publicly owned North Carolina
corporations based within the state against certain changes in control and to
provide shareholders with the opportunity to vote on whether to afford voting
rights to certain types of shareholders. The Act is triggered upon the
acquisition by a person of shares of voting stock of a covered corporation
that, when added to all other shares beneficially owned by the person, would
result in that person holding one-fifth, one-third or a majority of the voting
power in the election of directors. Under the Act, the shares acquired that
result in the crossing of any of these thresholds have no voting rights until
they are conferred by the affirmative vote of the holders of a majority of all
outstanding voting shares, excluding those shares held by any person involved
or proposing to be involved in the acquisition of shares in excess of the
thresholds, any officer of the corporation and any employee of the corporation
who is also a director of the corporation. If voting rights are conferred on
the acquired shares, all shareholders of the corporation have the right to
require that their shares be redeemed at the highest price paid per share by
the acquiror for any of the acquired shares.

  The North Carolina Shareholder Protection Act requires that certain business
combinations with existing shareholders either be approved by a supermajority
of the other shareholders or meet certain "fair price" requirements. BB&T has
elected to opt out of the North Carolina Shareholder Protection Act, as
permitted by that Act.

 Hardwick

  The GBCC contains certain provisions relating to "interested shareholders"
and requiring compliance with certain "fair price" requirements in connection
with business combinations. These provisions are not applicable to Hardwick
since it has not elected to be subject to them.


                                      41
<PAGE>

Amendments to Articles of Incorporation and Bylaws

 BB&T

  The NCBCA provides generally that a North Carolina corporation's articles of
incorporation may be amended only upon approval by a majority of the votes
cast within each voting group entitled to vote. BB&T's articles of
incorporation and bylaws impose a greater requirement, the affirmative vote of
more than two-thirds of the outstanding shares entitled to vote, to approve an
amendment that would amend, alter or repeal the provisions of the articles of
incorporation or bylaws relating to classification and staggered terms of the
BB&T Board, removal of directors or any requirement for a supermajority vote
on such an amendment. The NCBCA provides that a North Carolina corporation's
bylaws may be amended by its board of directors or its shareholders, except
that, unless the articles of incorporation or a bylaw adopted by the
shareholders provides otherwise, the board of directors may not amend a bylaw
approved by the shareholders. BB&T's articles of incorporation authorize the
BB&T Board to amend BB&T's bylaws.

 Hardwick

  Hardwick's articles of incorporation may only be amended by its
shareholders, except for certain limited amendments not affecting
shareholders' rights generally which may be adopted by the Hardwick Board.
Hardwick's bylaws may be amended by either the Hardwick Board or its
shareholders, except that certain amendments adopted by the shareholders may
only be amended by them.

Shareholders' Rights of Dissent and Appraisal

 BB&T

  The NCBCA provides that dissenters' rights are not available to the holders
of shares of a corporation, such as BB&T, that are either listed on a national
securities exchange or held by more than 2,000 record shareholders by reason
of a merger, share exchange or sale or exchange of property unless (a) the
articles of incorporation of the corporation that issued the shares provide
otherwise or (b) in the case of a merger or share exchange, the holders of the
shares are required to accept anything other than (1) cash, (2) shares in
another corporation that are either listed on a national securities exchange
or held by more than 2,000 record shareholders or (3) a combination of cash
and such shares. BB&T's articles of incorporation do not authorize any special
dissenters' rights.

 Hardwick

  The GBCC, like the NCBCA, does not allow a right to dissent to shareholders
holding securities that are either listed on a national securities exchange or
held by more than 2,000 shareholders unless those shareholders are required
under the plan of merger or share exchange to accept shares in a company that
is not either listed on a national securities exchange or held of record by
more than 2,000 shareholders. Holders of Hardwick stock are entitled to
appraisal rights in connection with the BB&T merger because Hardwick stock is
neither held of record by more than 2,000 shareholders nor traded on any
national securities exchange. See "The Merger--Rights of Dissenting
Shareholders" on page   .

  Under the GBCC (subject to certain exceptions, including the exception
described in the preceding paragraph), any shareholder of a Georgia
corporation who objects to a merger and who fully complies with all of the
dissenters' provisions shall be entitled to demand and receive payment for all
(but not less than all) of his or her shares if the proposed merger is
consummated. A shareholder who objects to a merger and desires to receive
payment of the "fair value" of his or her stock:

  .  must file a written objection to the merger with the corporation either
     prior to the shareholders' meeting, or at the meeting but before the
     vote is taken, and the written objection must contain a statement that
     the shareholder intends to demand payment for his or her shares if the
     merger is approved;

                                      42
<PAGE>

  .  must either abstain from voting or vote against approval of the merger;
     and

  .  must demand payment and deposit his or her certificate(s) in accordance
     with the terms of the dissenters' notice sent to the dissenting
     shareholder following approval of the merger.

  If all of the above conditions are satisfied in full, the resulting
corporation is required to make a written offer within 10 days of receiving
the payment demand, or within 10 days after the consummation of the merger,
whichever is later, to each dissenting shareholder to purchase all of the
shareholder's shares at a specific price. If the resulting corporation and any
dissenting shareholder are unable to agree on the fair value of the shares
within 60 days of the its receipt of the payment demand, the resulting
corporation will commence a proceeding in the superior court of the county in
which the resulting corporation has a registered office to determine the
rights of the dissenting shareholder and the fair value of his or her shares.
The court may appoint appraisers to receive evidence and to recommend a
decision on fair value.

Liquidation Rights

 BB&T

  In the event of the liquidation, dissolution or winding-up of the affairs of
BB&T, holders of outstanding shares of BB&T common stock are entitled to
share, in proportion to their respective interests, in BB&T's assets and funds
remaining after payment, or provision for payment, of all debts and other
liabilities of BB&T.

  Because BB&T is a bank holding company, its rights, the rights of its
creditors and of its shareholders, including the holders of the shares of any
BB&T preferred stock that may be issued, to participate in the assets of any
subsidiary upon the latter's liquidation or recapitalization may be subject to
the prior claims of (a) the subsidiary's creditors, except to the extent that
BB&T may itself be a creditor with recognized claims against the subsidiary,
and (b) any interests in the liquidation accounts established by savings
associations or savings banks acquired by BB&T for the benefit of eligible
account holders in connection with conversion of the savings associations from
mutual to stock form.

 Hardwick

The rights of Hardwick's shareholders in the event of liquidation, dissolution
or winding up of the affairs of Hardwick are substantially the same as those
of BB&T's shareholders.

                                OTHER BUSINESS

  The Hardwick Board is not aware of any business to come before the meeting
other than those matters described in this proxy statement/prospectus.
However, if any other matters should properly come before the meeting, it is
intended that the proxies solicited hereby will be voted with respect to those
other matters in accordance with the judgment of the persons voting the
proxies.

                                 LEGAL MATTERS

  The validity of the shares of BB&T common stock offered by this proxy
statement/prospectus will be passed upon by Womble Carlyle Sandridge & Rice,
PLLC, Washington, D.C., as counsel to BB&T. As of the date of this proxy
statement/prospectus, certain members of Womble Carlyle Sandridge & Rice, PLLC
owned an aggregate of approximately 54,000 shares of BB&T common stock.

                                    EXPERTS

  The consolidated financial statements of BB&T Corporation and its
subsidiaries which are incorporated by reference in this proxy
statement/prospectus from BB&T's Current Report on Form 8-K dated April   ,
2000

                                      43
<PAGE>

[to be updated], which restates the consolidated financial statements that are
incorporated by reference from BB&T's Annual Report on Form 10-K for the year
ended December 31, 1999 to reflect the acquisition by BB&T of Premier
Bancshares, Inc. on January 13, 2000, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

  The consolidated financial statements of Hardwick Holding Company and its
subsidiaries, which are incorporated by reference in this proxy
statement/prospectus from Hardwick's Annual Report on Form 10-K for the year
ended December 31, 1999, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and
are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports.

                      WHERE YOU CAN FIND MORE INFORMATION

  BB&T and Hardwick file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or certain other information that the companies file with
the SEC at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. These SEC filings are also
available to the public from commercial document retrieval services and at the
Internet world wide web site maintained by the SEC at "http://www.sec.gov."
Reports, proxy statements and other information regarding BB&T should also be
available for inspection at the offices of the NYSE.

  BB&T has filed the registration statement to register with the SEC the BB&T
common stock to be issued to Hardwick shareholders in the merger. This proxy
statement/prospectus is a part of that registration statement and constitutes
a prospectus of BB&T. As allowed by SEC rules, this proxy statement/prospectus
does not contain all the information you can find in BB&T's registration
statement or the exhibits to the registration statement.

  The SEC allows Hardwick and BB&T to "incorporate by reference" information
into this proxy statement/prospectus, which means that the companies can
disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is
considered part of this proxy statement/prospectus, except for any information
superseded by information contained directly in this proxy
statement/prospectus or in later filed documents incorporated by reference in
this proxy statement/prospectus.

  This proxy statement/prospectus incorporates by reference the documents set
forth below that Hardwick and BB&T have previously filed with the SEC. These
documents contain important information about Hardwick and BB&T and their
businesses.

BB&T SEC Filings (File No. 1-10853)

<TABLE>
<S>                                       <C>
Annual Report on Form 10-K                For the fiscal year ended December 31, 1999*
Quarterly Reports on Form 10-Q            For the fiscal quarter ended March 31, 2000*
                                          Filed January 12, 2000, February 7, 2000,
Current Reports on Form 8-K               February 9, 2000 and April   , 2000
Registration Statement on Form 8-A        Filed September 4, 1991
Registration Statement on Form 8-A
 (concerning BB&T's shareholder rights
 plan)                                    Filed January 10, 1997

Hardwick SEC Filings (File No. 33-43386)

Annual Report on Form 10-K                For the fiscal year ended December 31, 1999*
Quarterly Reports on Form 10-Q            For the fiscal quarter ended March 31, 2000*
Current Reports on Form 8-K
</TABLE>

*To be filed prior to the effective date of the registration statement.

                                      44
<PAGE>

  Hardwick and BB&T also incorporate by reference additional documents that
may be filed with the SEC between the date of this proxy statement/prospectus
and the completion of the merger or the termination of the merger agreement.
These include periodic reports, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.

  BB&T has supplied all information contained or incorporated by reference in
this proxy statement/ prospectus relating to BB&T, and Hardwick has supplied
all such information relating to Hardwick before the merger.

  If you are a shareholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through the
companies, the SEC or the SEC's Internet web site as described above.
Documents incorporated by reference are available from the companies without
charge, excluding all exhibits except those that the companies have
specifically incorporated by reference in this proxy statement/prospectus.
Shareholders may obtain documents incorporated by reference in this proxy
statement/prospectus by requesting them in writing or by telephone from the
appropriate company at the following addresses:

<TABLE>
<S>                                            <C>
            Shareholder Reporting                             Michael Robinson
              BB&T Corporation                            Hardwick Holding Company
            Post Office Box 1290                            One Hardwick Square
     Winston-Salem, North Carolina 27102                 Dalton, Georgia 30722-1367
               (336) 733-3021                                  (706) 217-3951
</TABLE>

  If you would like to request documents from us, please do so by May 30, 2000
to receive them before the meeting.

  You should rely only on the information contained or incorporated by
reference in this proxy statement/prospectus. BB&T and Hardwick have not
authorized anyone to provide you with information that is different from what
is contained in this proxy statement/prospectus. This proxy
statement/prospectus is dated April    , 2000. You should not assume that the
information contained in this proxy statement/prospectus is accurate as of any
date other than that date. Neither the mailing of this proxy
statement/prospectus to shareholders nor the issuance of BB&T common stock in
the merger creates any implication to the contrary.

                                      45
<PAGE>

                                                                      APPENDIX A

                      AGREEMENT AND PLAN OF REORGANIZATION

                                    BETWEEN

                            HARDWICK HOLDING COMPANY

                                      and

                                BB&T CORPORATION
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>         <S>                                                            <C>
 ARTICLE I
    DEFINITIONS...........................................................    1
 ARTICLE II
    THE MERGER............................................................    5
    2.1      Merger......................................................     5
    2.2      Filing; Plan of Merger......................................     5
    2.3      Effective Time..............................................     5
    2.4      Closing.....................................................     5
    2.5      Effect of Merger............................................     5
    2.6      Further Assurances..........................................     6
    2.7      Merger Consideration........................................     6
    2.8      Conversion of Shares; Payment of Merger Consideration.......     6
    2.9      Merger of Subsidiaries......................................     7
    2.10     Anti-Dilution...............................................     7
    2.11     Dissenting Shares...........................................     7
 ARTICLE III
    REPRESENTATIONS AND WARRANTIES OF HARDWICK............................    8
    3.1      Capital Structure...........................................     8
    3.2      Organization, Standing and Authority........................     8
    3.3      Ownership of Subsidiaries...................................     8
    3.4      Organization, Standing and Authority of the Subsidiaries....     9
    3.5      Authorized and Effective Agreement..........................     9
    3.6      Securities Filings; Financial Statements; Statements True...     9
    3.7      Minute Books................................................    10
    3.8      Adverse Change..............................................    10
    3.9      Absence of Undisclosed Liabilities..........................    10
    3.10     Properties..................................................    10
    3.11     Environmental Matters.......................................    10
    3.12     Loans; Allowance for Loan Losses............................    11
    3.13     Tax Matters.................................................    11
    3.14     Employees; Compensation; Benefit Plans......................    12
    3.15     Certain Contracts...........................................    14
    3.16     Legal Proceedings; Regulatory Approvals.....................    15
    3.17     Compliance with Laws; Filings...............................    15
    3.18     Brokers and Finders.........................................    16
    3.19     Repurchase Agreements; Derivatives..........................    16
    3.20     Deposit Accounts............................................    16
    3.21     Related Party Transactions..................................    16
    3.22     Certain Information.........................................    16
    3.23     Tax and Regulatory Matters..................................    17
    3.24     State Takeover Laws.........................................    17
    3.25     Labor Relations.............................................    17
    3.26     Year 2000 Compliance........................................    17
 ARTICLE IV
    REPRESENTATIONS AND WARRANTIES OF BB&T................................   17
    4.1      Capital Structure of BB&T...................................    17
    4.2      Organization, Standing and Authority of BB&T................    18
    4.3      Authorized and Effective Agreement..........................    18
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
                                         Page
                                         ----
 <C>          <S>                        <C>
              Organization, Standing
              and Authority of BB&T
    4.4       Subsidiaries............    18
              Securities Documents;
    4.5       Statements True.........    18
    4.6       Certain Information.....    19
              Tax and Regulatory
    4.7       Matters.................    19
 ARTICLE V
    COVENANTS..........................   19
              Hardwick Shareholder
    5.1       Meeting.................    19
              Registration Statement;
              Proxy
    5.2       Statement/Prospectus....    19
              Plan of Merger;
    5.3       Reservation of Shares...    19
    5.4       Additional Acts.........    20
    5.5       Best Efforts............    20
              Certain Accounting
    5.6       Matters.................    20
    5.7       Access to Information...    20
    5.8       Press Releases..........    21
              Forbearances of
    5.9       Hardwick................    21
    5.10      Employment Agreements...    23
    5.11      Affiliates..............    23
              Section 401(k) Plan;
              Other Employee
    5.12      Benefits................    23
              Directors and Officers
    5.13      Protection..............    24
    5.14      Forbearances of BB&T....    24
    5.15      Reports.................    24
    5.16      Exchange Listing........    25
              Advisory Board for
    5.17      Georgia Area............    25
              Board of Directors of
              Branch Banking and Trust
    5.18      Company.................    25
 ARTICLE VI
    CONDITIONS PRECEDENT...............   25
              Conditions Precedent--
    6.1       BB&T and Hardwick.......    26
              Conditions Precedent--
    6.2       Hardwick................    26
              Conditions Precedent--
    6.3       BB&T....................    26
 ARTICLE VII
    TERMINATION, DEFAULT, WAIVER AND
     AMENDMENT.........................   27
    7.1       Termination.............    27
    7.2       Effect of Termination...    28
              Survival of
              Representations,
              Warranties and
    7.3       Covenants...............    28
    7.4       Waiver..................    28
              Amendment or
    7.5       Supplement..............    28
 ARTICLE VIII
    MISCELLANEOUS......................   29
    8.1       Expenses................    29
    8.2       Entire Agreement........    29
    8.3       No Assignment...........    29
    8.4       Notices.................    29
    8.6       Captions................    30
    8.7       Counterparts............    30
    8.8       Governing Law...........    30
</TABLE>

<TABLE>
 <C>                        <S>      <C>
 ANNEXES
                            Articles of
    Annex A                 Merger
    Annex B                 Pricing Table
                            Employment
                            Agreements
                            with Officers
    Annexes C-1 through C-4 (omitted)
                            Noncompetition
                            Agreement
    Annex D                 (omitted)
</TABLE>

                                       ii
<PAGE>

                     AGREEMENT AND PLAN OF REORGANIZATION

  THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of
November 16, 1999, is by and between HARDWICK HOLDING COMPANY ("Hardwick"), a
Georgia corporation having its principal office at Dalton, Georgia, and BB&T
CORPORATION ("BB&T"), a North Carolina corporation having its principal office
at Winston-Salem, North Carolina;

                                   RECITALS:

  The parties desire that Hardwick shall be merged with and into BB&T (said
transaction being hereinafter referred to as the "Merger") pursuant to a plan
of merger (the "Plan of Merger") substantially in the form attached as Annex A
hereto, and the parties desire to provide for certain undertakings,
conditions, representations, warranties and covenants in connection with the
transactions contemplated hereby. As a condition and inducement to BB&T's
willingness to enter into the Agreement, Hardwick is concurrently granting to
BB&T an option to acquire, under certain circumstances, 835,000 shares of the
common stock, par value $.50 per share, of Hardwick.

  NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

1.1 Definitions

  When used herein, the capitalized terms set forth below shall have the
following meanings:

  "Affiliate" means, with respect to any person, any other person, who
directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with such person and, without
limiting the generality of the foregoing, includes any executive officer or
director of such person and any Affiliate of such executive officer or
director.

  "Articles of Merger" shall mean the Articles of Merger required to be filed
with the office of the Secretary of State of North Carolina, as provided in
Section 55-11-05 of the NCBCA, and with the office of the Secretary of State
of Georgia, as provided in Section 14-2-1105 of the GBCC.

  "Bank Holding Company Act" shall mean the Federal Bank Holding Company Act
of 1956, as amended.

  "BB&T Common Stock" shall mean the shares of voting common stock, par value
$5.00 per share, of BB&T, with rights attached issued pursuant to Rights
Agreement dated December 17, 1996 between BB&T and Branch Banking and Trust
Company, as Rights Agent, relating to BB&T's Series B Junior Participating
Preferred Stock, $5.00 par value per share.

  "BB&T Option Agreement" shall mean the Stock Option Agreement dated as of
even date herewith, as amended from time to time, under which BB&T has an
option to purchase shares of Hardwick Common Stock, which shall be executed
immediately following execution of this Agreement.

  "BB&T Subsidiaries" shall mean Branch Banking and Trust Company, Branch
Banking and Trust Company of South Carolina and Branch Banking and Trust
Company of Virginia.

  "Business Day" shall mean all days other than Saturdays, Sundays and Federal
Reserve holidays.


                                      A-1
<PAGE>

  "CERCLA" shall mean the Comprehensive Environmental Response Compensation
and Liability Act, as amended (42 U.S.C. 9601 et seq.).

  "Code" shall mean the Internal Revenue Code of 1986, as amended.

  "Commission" shall mean the Securities and Exchange Commission.

  "CRA" shall mean the Community Reinvestment Act of 1977, as amended.

  "Disclosed" shall mean disclosed in the Hardwick Disclosure Memorandum,
referencing the Section number herein pursuant to which such disclosure is
being made.

  "Environmental Claim" means any notice from any governmental authority or
third party alleging potential liability (including, without limitation,
potential liability for investigatory costs, cleanup or remediation costs,
governmental response costs, natural resources damages, property damages,
personal injuries or penalties) arising out of, based upon, or resulting from
a violation of the Environmental Laws or the presence or release into the
environment of any Hazardous Substances.

  "Environmental Laws" means all applicable federal, state and local laws and
regulations, as amended, relating to pollution or protection of human health
or the environment (including ambient air, surface water, ground water, land
surface, or subsurface strata) and which are administered, interpreted, or
enforced by the United States Environmental Protection Agency and state and
local agencies with jurisdiction over and including common law in respect of,
pollution or protection of the environment, including without limitation
CERCLA, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901
et seq., and other laws and regulations relating to emissions, discharges,
releases, or threatened releases of any Hazardous Substances, or otherwise
relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of any Hazardous Substances.

  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

  "Hardwick Common Stock" shall mean the shares of voting common stock, par
value $.50 per share, of Hardwick.

  "Hardwick Disclosure Memorandum" shall mean the written information in one
or more documents, each of which is entitled "Hardwick Disclosure Memorandum"
and dated on or before the date of this Agreement and delivered not later than
the date of execution of this Agreement by Hardwick to BB&T, and describing in
reasonable detail the matters contained therein. Each disclosure made therein
shall be in existence on the date of this Agreement and shall specifically
reference each Section of this Agreement under which such disclosure is made.
Information disclosed with respect to one Section shall not be deemed to be
disclosed for purposes of any other Section not specifically referenced.

  "Hardwick Subsidiaries" shall mean Hardwick Bank & Trust Company, First
National Bank of Northwest Georgia and any and all other Subsidiaries of
Hardwick as of the date hereof and any corporation, bank, savings association,
or other organization acquired as a Subsidiary of Hardwick after the date
hereof and held as a Subsidiary by Hardwick at the Effective Time.

  "FDIC" shall mean the Federal Deposit Insurance Corporation.

  "Federal Reserve Board" shall mean the Board of Governors of the Federal
Reserve System.

  "Financial Statements" shall mean (a) with respect to BB&T, (i) the
consolidated balance sheet (including related notes and schedules, if any) of
BB&T as of December 31, 1998, 1997, and 1996, and the related

                                      A-2
<PAGE>

consolidated statements of income, shareholders' equity and cash flows
(including related notes and schedules, if any) for each of the three years
ended December 31, 1998, 1997, and 1996, as filed by BB&T in Securities
Documents and (ii) the consolidated balance sheets of BB&T (including related
notes and schedules, if any) and the related consolidated statements of
income, shareholders' equity and cash flows (including related notes and
schedules, if any) included in Securities Documents filed by BB&T with respect
to periods ended subsequent to December 31, 1998, and (b) with respect to
Hardwick, (i) the consolidated statements of financial condition (including
related notes and schedules, if any) of Hardwick as of December 31, 1998,
December 31, 1997 and December 31, 1996, and the related consolidated
statements of income and retained earnings, and cash flows (including related
notes and schedules, if any) for each of the three years ended December 31,
1998, December 31, 1997 and December 31, 1996 as filed by Hardwick in
Securities Documents and (ii) the consolidated statements of financial
condition of Hardwick (including related notes and schedules, if any) and the
related consolidated statements of income and retained earnings, and cash
flows (including related notes and schedules, if any) included in Securities
Documents filed by Hardwick with respect to periods ended subsequent to
December 31, 1998.

  "GAAP" shall mean generally accepted accounting principles applicable to
financial institutions and their holding companies, as in effect at the
relevant date.

  "GBCC" shall mean the Georgia Business Corporation Code, as amended.

  "Hazardous Substances" means any substance or material (i) identified in
CERCLA; (ii) determined to be toxic, a pollutant or a contaminant under any
applicable federal, state or local statutes, law, ordinance, rule or
regulation, including but not limited to petroleum products; (iii) asbestos;
(iv) radon; (v) poly-chlorinated biphiphenyls and (vi) such other materials,
substances or waste which are otherwise dangerous, hazardous, harmful to human
health or the environment.

  "IRS" shall mean the Internal Revenue Service.

  "Material Adverse Effect" on BB&T or Hardwick shall mean an event, fact,
change, or occurrence which, individually or together with any other event,
fact, change or occurrence, (i) has a material adverse effect on the financial
condition, results of operations, business or business prospects of BB&T and
the BB&T Subsidiaries taken as a whole, or Hardwick and the Hardwick
Subsidiaries taken as a whole, or (ii) materially impairs the ability of BB&T
or Hardwick to perform its obligations under this Agreement or to consummate
the Merger and the other transactions contemplated by this Agreement; provided
that "Material Adverse Effect" shall not be deemed to include the impact of
(a) actions and omissions of BB&T or Hardwick taken with the prior written
consent of the other in contemplation of the transactions contemplated hereby
and (b) the direct effects of compliance with this Agreement on the operating
performance of the parties, including expenses incurred by the parties in
consummating the transactions contemplated by this Agreement or relating to
any litigation arising as a result of the Merger.

  "NCBCA" shall mean the North Carolina Business Corporation Act, as amended.

  "NYSE" shall mean the New York Stock Exchange, Inc.

  "Proxy Statement/Prospectus" shall mean the proxy statement and prospectus,
together with any supplements thereto, to be sent to shareholders of Hardwick
to solicit their votes in connection with a proposal to approve this Agreement
and the Plan of Merger.

  "Registration Statement" shall mean the registration statement of BB&T as
declared effective by the Commission under the Securities Act, including any
post-effective amendments or supplements thereto as filed with the Commission
under the Securities Act, with respect to the BB&T Common Stock to be issued
in connection with the transactions contemplated by this Agreement.


                                      A-3
<PAGE>

  "Rights" shall mean warrants, options, rights, convertible securities and
other arrangements or commitments which obligate an entity to issue or dispose
of any of its capital stock or other ownership interests (other than rights
pursuant to the Rights Agreement described under the definition of "BB&T
Common Stock"), and stock appreciation rights, performance units and similar
stock-based rights whether or not they obligate the issuer thereof to issue
stock or other securities or to pay cash.

  "Securities Act" shall mean the Securities Act of 1933, as amended.

  "Securities Documents" shall mean all reports, proxy statements,
registration statements and all similar documents filed, or required to be
filed, pursuant to the Securities Laws, including but not limited to periodic
and other reports filed pursuant to Section 13 of the Exchange Act.

  "Securities Laws" shall mean the Securities Act; the Exchange Act; the
Investment Company Act of 1940, as amended; the Investment Advisers Act of
1940, as amended; the Trust Indenture Act of 1939 as amended; and the rules
and regulations of the Commission promulgated thereunder.

  "Subsidiaries" shall mean all those corporations, associations, or other
business entities of which the entity in question either owns or controls 50%
or more of the outstanding equity securities either directly or through an
unbroken chain of entities as to each of which 50% or more of the outstanding
equity securities is owned directly or indirectly by its parent (in
determining whether one entity owns or controls 50% or more of the outstanding
equity securities of another, equity securities owned or controlled in a
fiduciary capacity shall be deemed owned and controlled by the beneficial
owner).

  "TILA" shall mean the Truth in Lending Act, as amended.

1.2 Terms Defined Elsewhere

  The capitalized terms set forth below are defined in the following sections:

<TABLE>
      <S>                       <C>
      Agreement                 Introduction
      BB&T                      Introduction
      Closing                   Section 2.4
      Closing Date              Section 2.4
      Closing Value             Section 2.7(b)
      Constituent Corporations  Section 2.1
      Effective Time            Section 2.3
      Employer Entity           Section 5.12(a)
      Exchange Ratio            Section 2.7(a)
      Hardwick                  Introduction
      Merger                    Recitals
      Merger Consideration      Section 2.7(a)
      PBGC                      Section 3.14(b)(iv)
      Plan                      Section 3.14(b)(i)
      Plan of Merger            Recitals
      Surviving Corporation     Section 2.1(a)
</TABLE>

                                      A-4
<PAGE>

                                  ARTICLE II

                                  The Merger

2.1 Merger

  BB&T and Hardwick are constituent corporations (the "Constituent
Corporations") to the Merger as contemplated by the NCBCA and the GBCC. At the
Effective Time:

    (a) Hardwick shall be merged with and into BB&T in accordance with the
  applicable provisions of the NCBCA and the GBCC, with BB&T being the
  surviving corporate entity (hereinafter sometimes referred to as the
  "Surviving Corporation").

    (b) The separate existence of Hardwick shall cease and the Merger shall
  in all respects have the effect provided in Section 2.5.

    (c) The Articles of Incorporation of BB&T at the Effective Time shall
  become the Articles of Incorporation of the Surviving Corporation.

    (d) The Bylaws of BB&T at the Effective Time shall become the Bylaws of
  the Surviving Corporation.

2.2 Filing; Plan of Merger

  The Merger shall not become effective unless this Agreement and the Plan of
Merger are duly approved by shareholders holding at least a majority of the
shares of Hardwick Common Stock. Upon fulfillment or waiver of the conditions
specified in Article VI and provided that this Agreement has not been
terminated pursuant to Article VII, the Constituent Corporations will cause
the Articles of Merger to be executed and filed with the Secretary of State of
North Carolina and the Secretary of State of Georgia, as provided in Section
55-11-05 of the NCBCA and Section 14-2-1105 of the GBCC, respectively. The
Plan of Merger is incorporated herein by reference, and adoption of this
Agreement by the Boards of Directors of the Constituent Corporations and
approval by the shareholders of Hardwick shall constitute adoption and
approval of the Plan of Merger.

2.3 Effective Time

  The Merger shall be effective at the day and hour specified in the Articles
of Merger as filed as provided in Section 2.2 (herein sometimes referred to as
the "Effective Time").

2.4 Closing

  The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of Womble Carlyle Sandridge & Rice,
PLLC, Winston-Salem, North Carolina, at 10:00 a.m. on the date designated by
BB&T which is within thirty days following the satisfaction of the conditions
to Closing set forth in Article VI (other than the delivery of certificates,
opinions and other instruments and documents to be delivered at the Closing),
or such later date as the parties may otherwise agree (the "Closing Date").

2.5 Effect of Merger

  From and after the Effective Time, the separate existence of Hardwick shall
cease, and the Surviving Corporation shall thereupon and thereafter, to the
extent consistent with its Articles of Incorporation, possess all of the
rights, privileges, immunities and franchises, of a public as well as a
private nature, of each of the Constituent Corporations; and all property,
real, personal and mixed, and all debts due on whatever account, and all other
choses in action, and each and every other interest of or belonging to or due
to each of the Constituent Corporations shall be taken and deemed to be
transferred to and vested in the Surviving Corporation without further act or
deed; and the title to any real estate or any interest therein vested in
either of the Constituent Corporations shall not revert or be in any way
impaired by reason of the Merger. The Surviving Corporation shall thenceforth
be responsible for all the liabilities, obligations and penalties of each of
the Constituent Corporations; and any claim, existing action or proceeding,
civil or criminal, pending by or against either of the

                                      A-5
<PAGE>

Constituent Corporations may be prosecuted as if the Merger had not taken
place, or the Surviving Corporation may be substituted in its place; and any
judgment rendered against either of the Constituent Corporations may be
enforced against the Surviving Corporation. Neither the rights of creditors
nor any liens upon the property of either of the Constituent Corporations
shall be impaired by reason of the Merger.

2.6 Further Assurances

  If, at any time after the Effective Time, the Surviving Corporation shall
consider or be advised that any further deeds, assignments or assurances in
law or any other actions are necessary, desirable or proper to vest, perfect
or confirm of record or otherwise, in the Surviving Corporation, the title to
any property or rights of the Constituent Corporations acquired or to be
acquired by reason of, or as a result of, the Merger, the Constituent
Corporations agree that such Constituent Corporations and their proper
officers and directors shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or
rights in the Surviving Corporation and otherwise to carry out the purpose of
this Agreement, and that the proper officers and directors of the Surviving
Corporation are fully authorized and directed in the name of the Constituent
Corporations or otherwise to take any and all such actions.

2.7 Merger Consideration

  (a) As used herein, the term "Merger Consideration" shall mean the number of
shares of BB&T Common Stock (to the nearest ten thousandth of a share) to be
exchanged for each share of Hardwick Common Stock issued and outstanding as of
the Effective Time and cash (without interest) to be payable in exchange for
any fractional share of BB&T Common Stock which would otherwise be
distributable to a Hardwick shareholder, as provided in Section 2.7(b). The
number of shares of BB&T Common Stock to be issued for each issued and
outstanding share of Hardwick Common Stock (the "Exchange Ratio") shall be
determined from the Pricing Table attached as Annex B, and shall equal the
Exchange Ratio opposite the BB&T Price equal to the Closing Value (as defined
in Section 2.7(b)). If the Closing Value shall not be equal to a BB&T Price in
the Pricing Table, the Exchange Ratio and Offer Price shall be adjusted so
that each will be interpolated to four decimal points consistent with the
interpolation in the BB&T Price. For example, if the BB&T Price is $35.1250,
the Exchange Ratio shall be .9119 and the Offer Price shall be $32.03. If the
Closing Value shall exceed $36.625, the Exchange Ratio shall be fixed at
 .9010, and if the Closing Value shall be less than $32.00, the Exchange Ratio
shall be fixed at .9320.

  (b) The amount of cash payable with respect to any fractional share of BB&T
Common Stock shall be determined by multiplying the fractional part of such
share by the Closing Value. The "Closing Value" shall mean the average 4:00
p.m. eastern time closing price per share of BB&T Common Stock on the NYSE as
reported on NYSEnet.com for the five trading days (determined by excluding
days on which the NYSE is closed) ending on the tenth calendar day preceding
the Effective Time (the tenth day to be determined by counting the first
calendar day preceding the Effective Time as the first day).

2.8 Conversion of Shares; Payment of Merger Consideration

  (a) At the Effective Time, by virtue of the Merger and without any action on
the part of Hardwick or the holders of record of Hardwick Common Stock, each
share of Hardwick Common Stock issued and outstanding immediately prior to the
Effective Time shall be converted into and shall represent the right to
receive, upon surrender of the certificate representing such share of Hardwick
Common Stock (as provided in subsection (d) below), the Merger Consideration.

  (b) Each share of the common stock of BB&T issued and outstanding
immediately prior to the Effective Time shall continue to be issued and
outstanding.

  (c) Until surrendered, each outstanding certificate which prior to the
Effective Time represented one or more shares of Hardwick Common Stock shall
be deemed upon the Effective Time for all purposes to represent

                                      A-6
<PAGE>

only the right to receive the Merger Consideration. No interest will be paid
or accrued on the Merger Consideration upon the surrender of the certificate
or certificates representing shares of Hardwick Common Stock. With respect to
any certificate for Hardwick Common Stock that has been lost or destroyed,
BB&T shall pay the Merger Consideration attributable to such certificate upon
receipt of a surety bond or other adequate indemnity as required in accordance
with BB&T's standard policy, and evidence reasonably satisfactory to BB&T of
ownership of the shares represented thereby. After the Effective Time, no
transfer of the shares of Hardwick Common Stock outstanding immediately prior
to the Effective Time shall be made on the stock transfer books of the
Surviving Corporation.

  (d) Promptly after the Effective Time, BB&T shall cause to be delivered or
mailed to each Hardwick shareholder a form of letter of transmittal and
instructions for use in effecting the surrender of the certificates which,
immediately prior to the Effective Time, represented any shares of Hardwick
Common Stock. Upon surrender of such certificates or other evidence of
ownership meeting the requirements of Section 2.8(c), together with such
letter of transmittal duly executed and completed in accordance with the
instructions thereto, and such other documents as may be reasonably requested,
BB&T shall promptly cause the transfer to the persons entitled thereto of the
Merger Consideration.

  (e) The Surviving Corporation shall pay any dividends or other distributions
with a record date prior to the Effective Time which have been declared or
made by Hardwick in respect of shares of Hardwick Common Stock in accordance
with the terms of this Agreement and which remain unpaid at the Effective
Time, subject to compliance by Hardwick with section 5.9(b). To the extent
permitted by law, former shareholders of record of Hardwick shall be entitled
to vote after the Effective Time at any meeting of BB&T shareholders the
number of whole shares of BB&T Common Stock into which their respective shares
of Hardwick Common Stock are converted, regardless of whether such holders
have exchanged their certificates representing Hardwick Common Stock for
certificates representing BB&T Common Stock in accordance with the provisions
of this Agreement. Whenever a dividend or other distribution is declared by
BB&T on the BB&T Common Stock, the record date for which is at or after the
Effective Time, the declaration shall include dividends or other distributions
on all shares of BB&T Common Stock issuable pursuant to this Agreement, but no
dividend or other distribution payable to the holders of record of BB&T Common
Stock as of any time subsequent to the Effective Time shall be delivered to
the holder of any certificate representing Hardwick Common Stock until such
holder surrenders such certificate for exchange as provided in this Section
2.8. Upon surrender of such certificate, both the BB&T Common Stock
certificate and any undelivered dividends and cash payments payable hereunder
(without interest) shall be delivered and paid with respect to the shares of
Hardwick Common Stock represented by such certificate.

2.9 Merger of Subsidiaries

  In the event that BB&T shall request, Hardwick shall take such actions, and
shall cause the Hardwick Subsidiaries to take such actions, as may be required
in order to effect, at the Effective Time, the merger of one or more of the
Hardwick Subsidiaries with and into, in each case, one of the BB&T
Subsidiaries.

2.10 Anti-Dilution

  In the event BB&T changes the number of shares of BB&T Common Stock issued
and outstanding prior to the Effective Time as a result of a stock split,
stock dividend or other similar recapitalization, and the record date thereof
(in the case of a stock dividend) or the effective date thereof (in the case
of a stock split or similar recapitalization for which a record date is not
established) shall be prior to the Effective Time, the Exchange Ratio shall be
proportionately adjusted.

2.11 Dissenting Shares

  Any holder of shares of Hardwick Common Stock who shall have exercised
rights to dissent with respect to the Merger in accordance with the GBCC and
who has properly exercised such shareholder's rights to demand payment of the
"fair value" of the shareholder's shares (the "Dissenting Shares") as provided
in the GBCC

                                      A-7
<PAGE>

(the "Dissenting Shareholder") shall thereafter have only such rights, if any,
as are provided a Dissenting Shareholder in accordance with the GBCC and shall
have no rights to receive the Merger Consideration under Sections 2.7 and 2.8;
provided, however, that if a Dissenting Shareholder shall withdraw (in
accordance with the GBCC) the demand for such appraisal or shall become
ineligible for such appraisal, then such Dissenting Shareholder's Dissenting
Shares automatically shall cease to be Dissenting Shares and shall be
converted into and represent only the right to receive from the Surviving
Corporation, upon surrender of the certificate representing the Dissenting
Shares, the Merger Consideration provided for in Section 2.7.

                                  ARTICLE III

                  Representations and Warranties of Hardwick

  Except as Disclosed, Hardwick represents and warrants to BB&T as follows
(the representations and warranties herein of Hardwick are made subject to the
applicable standard set forth in Section 6.3(a), and no such representation or
warranty shall be deemed to be inaccurate unless the inaccuracy would permit
BB&T to refuse to consummate the Merger under such applicable standard):

3.1 Capital Structure

  The authorized capital stock of Hardwick consists of 10,000,000 shares of
Hardwick Common Stock, par value $.50 per share. As of the date hereof,
4,210,496 shares of Hardwick Common Stock are issued and outstanding. No other
classes of capital stock of Hardwick, common or preferred, are authorized,
issued or outstanding. All outstanding shares of Hardwick Common Stock have
been duly authorized and are validly issued, fully paid and nonassessable. No
shares of capital stock have been reserved for any purpose, except for 835,000
shares of Hardwick Common Stock reserved in connection with the BB&T Option
Agreement. Except as set forth in this Section 3.1, there are no Rights
authorized, issued or outstanding with respect to, nor are there any
agreements, understandings or commitments relating to the right of any
Hardwick shareholder to own, to vote or to dispose of, the capital stock of
Hardwick. Holders of Hardwick Common Stock do not have preemptive rights.

3.2 Organization, Standing and Authority

  Hardwick is a corporation duly organized, validly existing and in good
standing under the laws of the State of Georgia, with full corporate power and
authority to carry on its business as now conducted and to own, lease and
operate its properties and assets. Hardwick is not required to be qualified to
do business in any other state of the United States or foreign jurisdiction.

3.3 Ownership of Subsidiaries

  Section 3.3 of the Hardwick Disclosure Memorandum lists all of the Hardwick
Subsidiaries and, with respect to each, its jurisdiction of organization,
jurisdictions in which it is qualified or otherwise licensed to conduct
business, the number of shares or ownership interests owned by Hardwick
(directly or indirectly), the percentage ownership interest so owned by
Hardwick and its business activities. The outstanding shares of capital stock
or other equity interests of the Hardwick Subsidiaries are validly issued and
outstanding, fully paid and nonassessable, and all such shares are directly or
indirectly owned by Hardwick free and clear of all liens, claims and
encumbrances or preemptive rights of any person. No Rights are authorized,
issued or outstanding with respect to the capital stock or other equity
interests of the Hardwick Subsidiaries, and there are no agreements,
understandings or commitments relating to the right of Hardwick to own, to
vote or to dispose of said interests. None of the shares of capital stock or
other equity interests of the Hardwick Subsidiaries have been issued in
violation of the preemptive rights of any person. Section 3.3 of the Hardwick
Disclosure Memorandum also lists all shares of capital stock or other
securities or ownership interests of any corporation, partnership, joint
venture, or other organization (other than the Hardwick Subsidiaries or stock
or securities held in a fiduciary capacity) owned directly or indirectly by
Hardwick.

                                      A-8
<PAGE>

3.4 Organization, Standing and Authority of the Subsidiaries

  Each Hardwick Subsidiary which is a depository institution is either a
Georgia chartered bank or a federally chartered bank, with its deposits
insured by the FDIC. Each of the Hardwick Subsidiaries is validly existing and
in good standing under the laws of its jurisdiction of organization. Each of
the Hardwick Subsidiaries has full power and authority to carry on its
business as now conducted, and is duly qualified to do business in each
jurisdiction Disclosed with respect to it. No Hardwick Subsidiary is required
to be qualified to do business in any other state of the United States or
foreign jurisdiction, or is engaged in any type of activities that have not
been Disclosed.

3.5 Authorized and Effective Agreement

  (a) Hardwick has all requisite corporate power and authority to enter into
and (subject to receipt of all necessary governmental approvals and the
receipt of approval of the Hardwick shareholders of this Agreement and the
Plan of Merger) to perform all of its obligations under this Agreement, the
Articles of Merger and the BB&T Option Agreement. The execution and delivery
of this Agreement, the Articles of Merger and the BB&T Option Agreement, and
consummation of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all necessary corporate action, except, in the
case of this Agreement and the Plan of Merger, the approval of the Hardwick
shareholders pursuant to and to the extent required by applicable law. This
Agreement, the Plan of Merger and the BB&T Option Agreement constitute legal,
valid and binding obligations of Hardwick, and each is enforceable against
Hardwick in accordance with its terms, in each such case subject to (i)
bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization,
conservatorship, receivership, or other similar laws from time to time in
effect relating to or affecting the enforcement of the rights of creditors of
FDIC-insured institutions or the enforcement of creditors' rights generally;
and (ii) general principles of equity (whether applied in a court of law or in
equity).

  (b) Neither the execution and delivery of this Agreement, the Articles of
Merger or the BB&T Option Agreement, nor consummation of the transactions
contemplated hereby or thereby, nor compliance by Hardwick with any of the
provisions hereof or thereof, shall (i) conflict with or result in a breach of
any provision of the Articles of Incorporation or bylaws of Hardwick or any
Hardwick Subsidiary, (ii) constitute or result in a breach of any term,
condition or provision of, or constitute a default under, or give rise to any
right of termination, cancellation or acceleration with respect to, or result
in the creation of any lien, charge or encumbrance upon any property or asset
of Hardwick or any Hardwick Subsidiary pursuant to, any note, bond, mortgage,
indenture, license, permit, contract, agreement or other instrument or
obligation, or (iii) subject to receipt of all required governmental
approvals, violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Hardwick or any Hardwick Subsidiary.

  (c) Other than consents or approvals required from, or notices to,
regulatory authorities as provided in Section 5.4(b), no notice to, filing
with, or consent of, any public body or authority is necessary for the
consummation by Hardwick of the Merger and the other transactions contemplated
in this Agreement.

3.6 Securities Filings; Financial Statements; Statements True

  (a) Hardwick has timely filed all Securities Documents required by the
Securities Laws to be filed since December 31, 1995. Hardwick has Disclosed or
made available to BB&T a true and complete copy of each Securities Document
filed by Hardwick with the Commission after December 31, 1995 and prior to the
date hereof, which are all of the Securities Documents that Hardwick was
required to file during such period. As of their respective dates of filing,
such Securities Documents complied with the Securities Laws as then in effect,
and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

  (b) The Financial Statements of Hardwick fairly present or will fairly
present, as the case may be, the consolidated financial position of Hardwick
and the Hardwick Subsidiaries as of the dates indicated and the

                                      A-9
<PAGE>

consolidated statements of income and retained earnings, changes in
shareholders' equity and statements of cash flows for the periods then ended
(subject, in the case of unaudited interim statements, to the absence of notes
and to normal year-end audit adjustments that are not material in amount or
effect) in conformity with GAAP applied on a consistent basis except as
disclosed therein.

  (c) No statement, certificate, instrument or other writing furnished or to
be furnished hereunder by Hardwick or any Hardwick Subsidiary to BB&T contains
or will contain any untrue statement of a material fact or will omit to state
a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

3.7 Minute Books

  The minute books of Hardwick and each of the Hardwick Subsidiaries contain
or will contain at Closing accurate records of all meetings and other
corporate actions of their respective shareholders and Boards of Directors
(including committees of the Board of Directors), and the signatures contained
therein are the true signatures of the persons whose signatures they purport
to be.

3.8 Adverse Change

  Since December 31, 1998, Hardwick and the Hardwick Subsidiaries have not
incurred any liability, whether accrued, absolute or contingent, except as
disclosed in the most recent Hardwick Financial Statements, or entered into
any transactions with Affiliates, in each case other than in the ordinary
course of business consistent with past practices, nor has there been any
adverse change or any fact or event involving a prospective adverse change in
the business, financial condition, results of operations or business prospects
of Hardwick or any of the Hardwick Subsidiaries.

3.9 Absence of Undisclosed Liabilities

  All liabilities (including contingent liabilities) of Hardwick and the
Hardwick Subsidiaries are disclosed in the most recent Financial Statements of
Hardwick or are normally recurring business obligations incurred in the
ordinary course of its business since the date of Hardwick's most recent
Financial Statements.

3.10 Properties

  (a) Hardwick and the Hardwick Subsidiaries have good and marketable title,
free and clear of all liens, encumbrances, charges, defaults or equitable
interests, to all of the properties and assets, real and personal, tangible
and intangible, reflected on the consolidated balance sheet included in the
Financial Statements of Hardwick as of December 31, 1998 or acquired after
such date, except for (i) liens for current taxes not yet due and payable,
(ii) pledges to secure deposits and other liens incurred in the ordinary
course of banking business, (iii) such imperfections of title, easements and
encumbrances, if any, as are not material in character, amount or extent, or
(iv) dispositions and encumbrances for adequate consideration in the ordinary
course of business.

  (b) All leases and licenses pursuant to which Hardwick or any Hardwick
Subsidiary, as lessee or licensee, leases or licenses rights to real or
personal property are valid and enforceable in accordance with their
respective terms.

3.11 Environmental Matters

  (a) Hardwick and the Hardwick Subsidiaries are and at all times have been in
compliance with all Environmental Laws. Neither Hardwick nor any Hardwick
Subsidiary has received any communication alleging that Hardwick or the
Hardwick Subsidiary is not in such compliance, and there are no present
circumstances that would prevent or interfere with the continuation of such
compliance.

  (b) There are no pending Environmental Claims, neither Hardwick nor any
Hardwick Subsidiary has received notice of any pending Environmental Claims,
and there are no conditions or facts existing which might

                                     A-10
<PAGE>

reasonably be expected to result in legal, administrative, arbitral or other
proceedings asserting Environmental Claims or other claims, causes of action
or governmental investigations of any nature seeking to impose, or that could
result in the imposition of, any liability arising under any Environmental
Laws upon (i) Hardwick or any Hardwick Subsidiary, (ii) any person or entity
whose liability for any Environmental Claim Hardwick or any Hardwick
Subsidiary has or may have retained or assumed, either contractually or by
operation of law, (iii) any real or personal property owned or leased by
Hardwick or any Hardwick Subsidiary, or any real or personal property which
Hardwick or any Hardwick Subsidiary has or is judged to have managed or
supervised or participated in the management of, or (iv) any real or personal
property in which Hardwick or any Hardwick Subsidiary holds a security
interest securing a loan recorded on the books of Hardwick or any Hardwick
Subsidiary. Neither Hardwick nor any Hardwick Subsidiary is subject to any
agreement, order, judgment, decree or memorandum by or with any court,
governmental authority, regulatory agency or third party imposing any
liability under any Environmental Laws.

  (c) Hardwick and the Hardwick Subsidiaries are in compliance with all
recommendations contained in any environmental audits, analyses and surveys
received by Hardwick relating to all real and personal property owned or
leased by Hardwick or any Hardwick Subsidiary and all real and personal
property of which Hardwick or any Hardwick Subsidiary has or is judged to have
managed or supervised or participated in the management of.

  (d) There are no past or present actions, activities, circumstances,
conditions, events or incidents that could reasonably form the basis of any
Environmental Claim, or other claim or action or governmental investigation
that could result in the imposition of any liability arising under any
Environmental Laws, against Hardwick or any Hardwick Subsidiary or against any
person or entity whose liability for any Environmental Claim Hardwick or any
Hardwick Subsidiary has or may have retained or assumed, either contractually
or by operation of law.
that could result in the imposition of any liability arising under any
Environmental Laws, against Hardwick or any Hardwick Subsidiary or against any
person or entity whose liability for any Environmental Claim Hardwick or any
Hardwick Subsidiary has or may have retained or assumed, either contractually
or by operation of law.

3.12 Loans; Allowance for Loan Losses

  (a) Except to the extent of loans written off or written down, and subject
to compliance with Section 3.12(b), all of the loans on the books of Hardwick
and the Hardwick Subsidiaries are valid and properly documented and were made
in the ordinary course of business, and the security therefor, if any, is
valid and properly perfected. Neither the terms of such loans, nor any of the
loan documentation, nor the manner in which such loans have been administered
and serviced, nor Hardwick's procedures and practices of approving or
rejecting loan applications, violates any federal, state or local law, rule,
regulation or ordinance applicable thereto, including, without limitation, the
TILA, Regulations O and Z of the Federal Reserve Board, the CRA, the Equal
Credit Opportunity Act, as amended, and state laws, rules and regulations
relating to consumer protection, installment sales and usury.

  (b) The allowances for loan losses (including losses caused by a violation
of the representations in Section 3.12(a))reflected on the consolidated
balance sheets included in the Financial Statements of Hardwick are adequate
as of their respective dates under the requirements of GAAP and applicable
regulatory requirements and guidelines.

3.13 Tax Matters

  (a) Hardwick and the Hardwick Subsidiaries and each of their predecessors
have timely filed (or requests for extensions have been timely filed and any
such extensions either are pending or have been granted and have not expired)
all federal, state and local (and, if applicable, foreign) tax returns
required by applicable law to be filed by them (including, without limitation,
estimated tax returns, income tax returns, information returns, and
withholding and employment tax returns) and have paid, or where payment is not
required to have been made, have set up an adequate reserve or accrual for the
payment of, all taxes required to be paid in respect of the

                                     A-11
<PAGE>

periods covered by such returns and, as of the Effective Time, will have paid,
or where payment is not required to have been made, will have set up an
adequate reserve or accrual for the payment of, all taxes for any subsequent
periods ending on or prior to the Effective Time. Neither Hardwick nor any
Hardwick Subsidiary has or will have any liability for any such taxes in
excess of the amounts so paid or reserves or accruals so established. Hardwick
and the Hardwick Subsidiaries have paid, or where payment is not required to
have been made have set up an adequate reserve or accrual for payment of, all
taxes required to be paid or accrued for the preceding or current fiscal year
for which a return is not yet due.

  (b) All federal, state and local (and, if applicable, foreign) tax returns
filed by Hardwick and the Hardwick Subsidiaries are complete and accurate.
Neither Hardwick nor any Hardwick Subsidiary is delinquent in the payment of
any tax, assessment or governmental charge. No deficiencies for any tax,
assessment or governmental charge have been proposed, asserted or assessed
(tentatively or otherwise) against Hardwick or any Hardwick Subsidiary which
have not been settled and paid. There are currently no agreements in effect
with respect to Hardwick or any Hardwick Subsidiary to extend the period of
limitations for the assessment or collection of any tax. No audit examination
or deficiency or refund litigation with respect to such returns is pending.

  (c) Deferred taxes have been provided for in accordance with GAAP
consistently applied.

  (d) Neither Hardwick nor any of the Hardwick Subsidiaries is a party to any
tax allocation or sharing agreement, or has been within the last ten years a
member of an affiliated group filing a consolidated federal income tax return
(other than a group the common parent of which was Hardwick or a Hardwick
subsidiary), or has any liability for taxes of any person (other than Hardwick
and the Hardwick Subsidiaries) under Treasury Regulation Section 1.1502-6 (or
any similar provision of state, local or foreign law) as a transferee or
successor or by contract or otherwise.

  (e) Each of Hardwick and the Hardwick Subsidiaries is in compliance with,
and its records contain all information and documents (including properly
completed IRS Forms W-9) necessary to comply with, all applicable information
reporting and tax withholding requirements under federal, state, and local tax
laws, and such records identify with specificity all accounts subject to
backup withholding under Section 3406 of the Code.

  (f) Neither Hardwick nor any of the Hardwick Subsidiaries has made any
payments, is obligated to make any payments, or is a party to any contract
that could obligate it to make any payments that would be disallowed as a
deduction under Section 280G or 162(m) of the Code.

3.14 Employees; Compensation; Benefit Plans

  (a) Compensation. Hardwick has Disclosed a complete and correct list of the
name, age, position, rate of compensation and any incentive compensation
arrangements, bonuses or commissions or fringe or other benefits, whether
payable in cash or in kind, of each director, shareholder, independent
contractor, consultant and agent of Hardwick and of each Hardwick Subsidiary
and each other person (in each case other than as an employee) to whom
Hardwick or any Hardwick Subsidiary pays or provides, or has an obligation,
agreement (written or unwritten), policy or practice of paying or providing,
retirement, health, welfare or other benefits of any kind or description
whatsoever.

  (b) Employee Benefit Plans.

    (i) Hardwick has Disclosed an accurate and complete list of all Plans, as
  defined below, contributed to, maintained or sponsored by Hardwick or any
  Hardwick Subsidiary, to which Hardwick or any Hardwick Subsidiary is
  obligated to contribute or has any liability or potential liability,
  whether direct or indirect, including all Plans contributed to, maintained
  or sponsored by each member of the controlled group of corporations, within
  the meaning of Sections 414(b), 414(c), 414(m) and 414(o) of the Code, of
  which Hardwick or any Hardwick Subsidiary is a member. For purposes of this
  Agreement, the term "Plan" shall mean a plan, arrangement, agreement or
  program described in the foregoing provisions of this Section 3.14(b)(i)
  and which is: (A) a profit-sharing, deferred compensation, bonus, stock
  option, stock purchase,

                                     A-12
<PAGE>

  pension, retainer, consulting, retirement, severance, welfare or incentive
  plan, agreement or arrangement, whether or not funded and whether or not
  terminated, (B) an employment agreement, (C) a personnel policy or fringe
  benefit plan, policy, program or arrangement providing for benefits or
  perquisites to current or former employees, officers, directors or agents,
  whether or not funded, and whether or not terminated, including, without
  limitation, benefits relating to automobiles, clubs, vacation, child care,
  parenting, sabbatical, sick leave, severance, medical, dental,
  hospitalization, life insurance and other types of insurance, or (D) any
  other employee benefit plan as defined in Section 3(3) of ERISA, whether or
  not funded and whether or not terminated.

    (ii) Neither Hardwick nor any Hardwick Subsidiary contributes to, has an
  obligation to contribute to or otherwise has any liability or potential
  liability with respect to (A) any multiemployer plan as defined in Section
  3(37) of ERISA, (B) any plan of the type described in Sections 4063 and
  4064 of ERISA or in Section 413 of the Code (and regulations promulgated
  thereunder), or (C) any plan which provides health, life insurance,
  accident or other "welfare-type" benefits to current or future retirees or
  former employees or directors, their spouses or dependents, other than in
  accordance with Section 4980B of the Code or applicable state continuation
  coverage law.

    (iii) None of the Plans obligates Hardwick or any Hardwick Subsidiary to
  pay separation, severance, termination or similar-type benefits solely as a
  result of any transaction contemplated by this Agreement or solely as a
  result of a "change in control," as such term is used in Section 280G of
  the Code (and regulations promulgated thereunder).

    (iv) Each Plan, and all related trusts, insurance contracts and funds,
  has been maintained, funded and administered in compliance in all respects
  with its own terms and in compliance in all respects with all applicable
  laws and regulations, including but not limited to ERISA and the Code. No
  actions, suits, claims, complaints, charges, proceedings, hearings,
  examinations, investigations, audits or demands with respect to the Plans
  (other than routine claims for benefits) are pending or threatened, and
  there are no facts which could give rise to or be expected to give rise to
  any actions, suits, claims, complaints, charges, proceedings, hearings,
  examinations, investigations, audits or demands. No Plan that is subject to
  the funding requirements of Section 412 of the Code or Section 302 of ERISA
  has incurred any "accumulated funding deficiency" as such term is defined
  in such Sections of ERISA and the Code, whether or not waived, and each
  Plan has always fully met the funding standards required under Title I of
  ERISA and Section 412 of the Code. No liability to the Pension Benefit
  Guaranty Corporation ("PBGC") (except for routine payment of premiums) has
  been or is expected to be incurred with respect to any Plan that is subject
  to Title IV of ERISA, no reportable event (as such term is defined in
  Section 4043 of ERISA) has occurred with respect to any such Plan, and the
  PBGC has not commenced or threatened the termination of any Plan. None of
  the assets of Hardwick or any Hardwick Subsidiary is the subject of any
  lien arising under Section 302(f) of ERISA or Section 412(n) of the Code,
  neither Hardwick nor any Hardwick Subsidiary has been required to post any
  security pursuant to Section 307 of ERISA or Section 401(a)(29) of the
  Code, and there are no facts which could be expected to give rise to such
  lien or such posting of security. No event has occurred and no condition
  exists that would subject Hardwick or any Hardwick Subsidiary to any tax
  under Sections 4971, 4972, 4976, 4977 or 4979 of the Code or to a fine or
  penalty under Section 502(c) of ERISA.

    (v) Each Plan that is intended to be qualified under Section 401(a) of
  the Code, and each trust (if any) forming a part thereof, has received a
  favorable determination letter from the IRS as to the qualification under
  the Code of such Plan and the tax exempt status of such related trust, and
  nothing has occurred since the date of such determination letter that could
  adversely affect the qualification of such Plan or the tax exempt status of
  such related trust.

    (vi) No underfunded "defined benefit plan" (as such term is defined in
  Section 3(35) of ERISA) has been, during the five years preceding the
  Closing Date, transferred out of the controlled group of corporations
  (within the meaning of Sections 414(b), (c), (m) and (o) of the Code) of
  which Hardwick or any Hardwick Subsidiary is a member or was a member
  during such five-year period.

    (vii) As of December 31, 1998, the fair market value of the assets of
  each Plan that is a tax qualified defined benefit plan equaled or exceeded,
  and as of the Closing Date will equal or exceed, the present value

                                     A-13
<PAGE>

  of all vested and nonvested liabilities thereunder determined in accordance
  with reasonable actuarial methods, factors and assumptions applicable to a
  defined benefit plan on an ongoing basis. With respect to each Plan that is
  subject to the funding requirements of Section 412 of the Code and Section
  302 of ERISA, all required contributions for all periods ending prior to or
  as of the Closing Date (including periods from the first day of the then-
  current plan year to the Closing Date and including all quarterly
  contributions required in accordance with Section 412(m) of the Code) shall
  have been made. With respect to each other Plan, all required payments,
  premiums, contributions, reimbursements or accruals for all periods ending
  prior to or as of the Closing Date shall have been made. No tax qualified
  Plan has any unfunded liabilities.

    (viii) No prohibited transaction (which shall mean any transaction
  prohibited by Section 406 of ERISA and not exempt under Section 408 of
  ERISA or Section 4975 of the Code, whether by statutory, class or
  individual exemption) has occurred with respect to any Plan which would
  result in the imposition, directly or indirectly, of any excise tax,
  penalty or other liability under Section 4975 of the Code or Section 409 or
  502(i) of ERISA. Neither Hardwick nor, to the best knowledge of Hardwick,
  any Hardwick Subsidiary, any trustee, administrator or other fiduciary of
  any Plan, or any agent of any of the foregoing has engaged in any
  transaction or acted or failed to act in a manner that could subject
  Hardwick or any Hardwick Subsidiary to any liability for breach of
  fiduciary duty under ERISA or any other applicable law.

    (ix) With respect to each Plan, all reports and information required to
  be filed with any government agency or distributed to Plan participants and
  their beneficiaries have been duly and timely filed or distributed.

    (x) Hardwick and each Hardwick Subsidiary has been and is presently in
  compliance with all of the requirements of Section 4980B of the Code.

    (xi) Neither Hardwick nor any Hardwick Subsidiary has a liability as of
  December 31, 1998 under any Plan that, to the extent disclosure is required
  under GAAP, is not reflected on the consolidated balance sheet included in
  the Financial Statements of Hardwick as of December 31, 1998 or otherwise
  Disclosed.

    (xii) Neither the consideration nor implementation of the transactions
  contemplated under this Agreement will increase (A) Hardwick's or any
  Hardwick Subsidiary's obligation to make contributions or any other
  payments to fund benefits accrued under the Plans as of the date of this
  Agreement or (B) the benefits accrued or payable with respect to any
  participant under the Plans (except to the extent benefits may be deemed
  increased by accelerated vesting, accelerated allocation of previously
  unallocated Plan assets.

    (xiii) With respect to each Plan, Hardwick has Disclosed or made
  available to BB&T, true, complete and correct copies of (A) all documents
  pursuant to which the Plans are maintained, funded and administered,
  including summary plan descriptions, (B) the three most recent annual
  reports (Form 5500 series) filed with the IRS (with attachments), (C) the
  three most recent actuarial reports, if any, (D) the three most recent
  financial statements, (E) all governmental filings for the last three
  years, including, without limitation, excise tax returns and reportable
  events filings, and (F) all governmental rulings, determinations, and
  opinions (and pending requests for governmental rulings, determinations,
  and opinions) during the past three years.

    (xiv) Each of the Plans as applied to Hardwick and any Hardwick
  Subsidiary may be amended or terminated at any time by action of Hardwick's
  Board of Directors, or such Hardwick's Subsidiary's Board of Directors, as
  the case may be, or a committee of such Board of Directors or duly
  authorized officer, in each case subject to the terms of the Plan and
  compliance with applicable laws and regulations (and limited, in the case
  of multiemployer plans, to termination of the participation of Hardwick or
  a Hardwick Subsidiary thereunder).

3.15 Certain Contracts

  (a) Neither Hardwick nor any Hardwick Subsidiary is a party to, is bound or
affected by, or receives benefits under (i) any agreement, arrangement or
commitment, written or oral, the default of which would have a Material
Adverse Effect, whether or not made in the ordinary course of business (other
than loans or loan

                                     A-14
<PAGE>

commitments made or certificates or deposits received in the ordinary course
of the banking business), or any agreement restricting its business
activities, including, without limitation, agreements or memoranda of
understanding with regulatory authorities, (ii) any agreement, indenture or
other instrument, written or oral, relating to the borrowing of money by
Hardwick or any Hardwick Subsidiary or the guarantee by Hardwick or any
Hardwick Subsidiary of any such obligation, which cannot be terminated within
less than 30 days after the Closing Date by Hardwick or any Hardwick
Subsidiary (without payment of any penalty or cost, except with respect to
Federal Home Loan Bank or Federal Reserve Bank advances), (iii) any agreement,
arrangement or commitment, written or oral, relating to the employment of a
consultant, independent contractor or agent, or the employment, election or
retention in office of any present or former director or officer, which cannot
be terminated within less than 30 days after the Closing Date by Hardwick or
any Hardwick Subsidiary (without payment of any penalty or cost), or that
provides benefits which are contingent, or the application of which is
altered, upon the occurrence of a transaction involving Hardwick of the nature
contemplated by this Agreement or the BB&T Option Agreement, or (iv) any
agreement or plan, written or oral, including any stock option plan, stock
appreciation rights plan, restricted stock plan or stock purchase plan, any of
the benefits of which will be increased, or the vesting of the benefits of
which will be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement or the BB&T Option Agreement or the value of
any of the benefits of which will be calculated on the basis of any of the
transactions contemplated by this Agreement or the BB&T Option Agreement. Each
matter Disclosed pursuant to this Section 3.15(a) is in full force and effect
as of the date hereof.

  (b) Neither Hardwick nor any Hardwick Subsidiary is in default under any
agreement, commitment, arrangement, lease, insurance policy, or other
instrument, whether entered into in the ordinary course of business or
otherwise and whether written or oral, and there has not occurred any event
that, with the lapse of time or giving of notice or both, would constitute
such a default.

3.16 Legal Proceedings; Regulatory Approvals

  There are no actions, suits, claims, governmental investigations or
proceedings instituted, pending or, to the best knowledge of Hardwick,
threatened against Hardwick or any Hardwick Subsidiary or against any asset,
interest, plan or right of Hardwick or any Hardwick Subsidiary, or, to the
best knowledge of Hardwick, against any officer, director or employee of any
of them in their capacity as such. There are no actions, suits or proceedings
instituted, pending or, to the best knowledge of Hardwick, threatened against
any present or former director or officer of Hardwick or any Hardwick
Subsidiary that would reasonably be expected to give rise to a claim against
Hardwick or any Hardwick Subsidiary for indemnification. There are no actual
or, to the best knowledge of Hardwick, threatened actions, suits or
proceedings which present a claim to restrain or prohibit the transactions
contemplated herein or in the BB&T Option Agreement. To the best knowledge of
Hardwick, no fact or condition relating to Hardwick or any Hardwick Subsidiary
exists (including, without limitation, noncompliance with the CRA) that would
prevent Hardwick or BB&T from obtaining all of the federal and state
regulatory approvals contemplated herein.

3.17 Compliance with Laws; Filings

  Each of Hardwick and each Hardwick Subsidiary is in compliance with all
statutes and regulations (including, but not limited to, the CRA, the TILA and
regulations promulgated thereunder, and other consumer banking laws), and has
obtained and maintained all permits, licenses and registrations applicable to
the conduct of its business, and neither Hardwick nor any Hardwick Subsidiary
has received notification that has not lapsed, been withdrawn or abandoned by
any agency or department of federal, state or local government (i) asserting a
violation or possible violation of any such statute or regulation, (ii)
threatening to revoke any permit, license, registration, or other government
authorization, or (iii) restricting or in any way limiting its operations.
Neither Hardwick nor any Hardwick Subsidiary is subject to any regulatory or
supervisory cease and desist order, agreement, directive, memorandum of
understanding or commitment, and none of them has received any communication
requesting that it enter into any of the foregoing. Since December 31, 1996,
Hardwick and each of the Hardwick Subsidiaries has filed all reports,
registrations, notices and statements, and any amendments thereto, that it was
required to file with federal and state regulatory authorities, including,
without limitation, the

                                     A-15
<PAGE>

Commission, FDIC, Federal Reserve Board and applicable state regulators. Each
such report, registration, notice and statement, and each amendment thereto,
complied with applicable legal requirements.

3.18 Brokers and Finders

  Neither Hardwick nor any Hardwick Subsidiary, nor any of their respective
officers, directors or employees, has employed any broker, finder or financial
advisor or incurred any liability for any fees or commissions in connection
with the transactions contemplated herein, in the Plan of Merger or in the
BB&T Option Agreement, except for fees to accountants and lawyers.

3.19 Repurchase Agreements; Derivatives

  (a) With respect to all agreements currently outstanding pursuant to which
Hardwick or any Hardwick Subsidiary has purchased securities subject to an
agreement to resell, Hardwick or the Hardwick Subsidiary has a valid,
perfected first lien or security interest in the securities or other
collateral securing such agreement, and the value of such collateral equals or
exceeds the amount of the debt secured thereby. With respect to all agreements
currently outstanding pursuant to which Hardwick or any Hardwick Subsidiary
has sold securities subject to an agreement to repurchase, neither Hardwick
nor the Hardwick Subsidiary has pledged collateral in excess of the amount of
the debt secured thereby. Neither Hardwick nor any Hardwick Subsidiary has
pledged collateral in excess of the amount required under any interest rate
swap or other similar agreement currently outstanding.

  (b) Neither Hardwick nor any Hardwick Subsidiary is a party to or has agreed
to enter into an exchange-traded or over-the-counter swap, forward, future,
option, cap, floor, or collar financial contract, or any other interest rate
or foreign currency protection contract not included on its balance sheets in
the Financial Statements, which is a financial derivative contract (including
various combinations thereof), except for options and forwards entered into in
the ordinary course of its mortgage lending business consistent with past
practice and current policy.

3.20 Deposit Accounts

  The deposit accounts of the Hardwick Subsidiaries that are depository
institutions are insured by the FDIC to the maximum extent permitted by
federal law, and the Hardwick Subsidiaries have paid all premiums and
assessments and filed all reports required to have been paid or filed under
all rules and regulations applicable to the FDIC.

3.21 Related Party Transactions

  Hardwick has Disclosed all existing transactions, investments and loans,
including loan guarantees existing as of the date hereof, to which Hardwick or
any Hardwick Subsidiary is a party with any director, executive officer or 5%
shareholder of Hardwick or any person, corporation, or enterprise controlling,
controlled by or under common control with any of the foregoing. All such
transactions, investments and loans are on terms no less favorable to Hardwick
than could be obtained from unrelated parties.

3.22 Certain Information

  When the Proxy Statement/Prospectus is mailed, and at the time of the
meeting of shareholders of Hardwick to vote on the Plan of Merger, the Proxy
Statement/Prospectus and all amendments or supplements thereto, with respect
to all information set forth therein provided by Hardwick, (i) shall comply
with the applicable provisions of the Securities Laws, and (ii) shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances in which they were made, not
misleading.


                                     A-16
<PAGE>

3.23 Tax and Regulatory Matters

  Neither Hardwick nor any Hardwick Subsidiary has taken or agreed to take any
action which would or could reasonably be expected to (i) cause the Merger not
to be accounted for as a pooling-of-interests or not to constitute a
reorganization under Section 368 of the Code or (ii) impede or delay receipt
of any consents of regulatory authorities referred to in Section 5.4(b) or
result in failure of the condition in Section 6.3(b).

3.24 State Takeover Laws

  Hardwick and each Hardwick Subsidiary have taken all necessary action to
exempt the transactions contemplated by this Agreement from any applicable
moratorium, fair price, business combination, control share or other anti-
takeover laws, and no such laws shall be activated or applied as a result of
such transactions.

3.25 Labor Relations

  Neither Hardwick nor any Hardwick Subsidiary is the subject of any claim or
allegation that it has committed an unfair labor practice (within the meaning
of the National Labor Relations Act or comparable state law) or seeking to
compel it to bargain with any labor organization as to wages or conditions of
employment, nor is Hardwick or any Hardwick Subsidiary party to any collective
bargaining agreement. There is no strike or other labor dispute involving
Hardwick or any Hardwick Subsidiary, pending or threatened, or to the best
knowledge of Hardwick, is there any activity involving any employees of
Hardwick or any Hardwick Subsidiary seeking to certify a collective bargaining
unit or engaging in any other organization activity.

3.26 Year 2000 Compliance

  All Systems (as defined below) and all components thereof will function in
accordance with applicable specifications, documentation and warranties prior
to, during and after the calendar year 2000. Prior to, during and after the
calendar year 2000, each of the Systems will accurately accept date-related
records and information for the years 2000 and following and perform
computations respecting or based on such date-related information in an
accurate and appropriate manner. No change in any calendar year shall
adversely affect the accurate performance of any Systems nor cause any Systems
or any of their components to operate in a manner not in accordance with
applicable specifications, documentation or warranties. For the purpose of
this paragraph, "Systems" includes all proprietary and third-party software
and computers and other automated machines or systems of any kind used or
operated by Hardwick (including but not limited to systems relating to the
operation of buildings and facilities such as elevators, escalators and
automated HVAC systems).

                                  ARTICLE IV

                        Representations and Warranties
                                    of BB&T

  BB&T represents and warrants to Hardwick as follows (the representations and
warranties herein of BB&T are made subject to the applicable standard set
forth in Section 6.2(a), and no such representation or warranty shall be
deemed to be inaccurate unless the inaccuracy would permit Hardwick to refuse
to consummate the Merger under such applicable standard):

4.1 Capital Structure of BB&T

  The authorized capital stock of BB&T consists of (i) 5,000,000 shares of
preferred stock, par value $5.00 per share, of which 2,000,000 shares have
been designated as Series B Junior Participating Preferred Stock and the
remainder are undesignated, and none of which shares are issued and
outstanding, and (ii) 500,000,000 shares of BB&T Common Stock of which
318,198,872 shares were issued and outstanding on September 30, 1999. All
outstanding shares of BB&T Common Stock have been duly authorized and are
validly issued, fully paid and nonassessable. The shares of BB&T Common Stock
reserved as provided in Section 5.3 are free of any Rights

                                     A-17
<PAGE>

and have not been reserved for any other purpose, and such shares are
available for issuance as provided pursuant to the Plan of Merger. Holders of
BB&T Common Stock do not have preemptive rights.

4.2 Organization, Standing and Authority of BB&T

  BB&T is a corporation duly organized, validly existing and in good standing
under the laws of the State of North Carolina, with full corporate power and
authority to carry on its business as now conducted and to own, lease and
operate its assets, and is duly qualified to do business in the states of the
United States where its ownership or leasing of property or the conduct of its
business requires such qualification. BB&T is registered as a bank holding
company under the Bank Holding Company Act.

4.3 Authorized and Effective Agreement

  (a) BB&T has all requisite corporate power and authority to enter into and
(subject to receipt of all necessary government approvals) perform all of its
obligations under this Agreement. The execution and delivery of this Agreement
and consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of BB&T. This Agreement and the Plan of Merger attached hereto constitute
legal, valid and binding obligations of BB&T, and each is enforceable against
BB&T in accordance with its terms, in each case subject to (i) bankruptcy,
insolvency, moratorium, reorganization, conservatorship, receivership or other
similar laws in effect from time to time relating to or affecting the
enforcement of the rights of creditors; and (ii) general principles of equity.

  (b) Neither the execution and delivery of this Agreement or the Articles of
Merger, nor consummation of the transactions contemplated hereby, nor
compliance by BB&T with any of the provisions hereof or thereof shall (i)
conflict with or result in a breach of any provision of the Articles of
Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or
result in a breach of any term, condition or provision of, or constitute a
default under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any lien, charge or
encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant
to, any note, bond, mortgage, indenture, license, agreement or other
instrument or obligation, or (iii) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary.

  (c) Other than consents or approvals required from, or notices to,
regulatory authorities as provided in Section 5.4(b), no notice to, filing
with, or consent of, any public body or authority is necessary for the
consummation by BB&T of the Merger and the other transactions contemplated in
this Agreement.

4.4 Organization, Standing and Authority of BB&T Subsidiaries

  Each of the BB&T Subsidiaries is duly organized, validly existing and in
good standing under applicable laws. BB&T owns, directly or indirectly, all of
the issued and outstanding shares of capital stock of each of the BB&T
Subsidiaries. Each of the BB&T Subsidiaries (i) has full power and authority
to carry on its business as now conducted and (ii) is duly qualified to do
business in the states of the United States and foreign jurisdictions where
its ownership or leasing of property or the conduct of its business requires
such qualification.

4.5 Securities Documents; Statements True

  BB&T has timely filed all Securities Documents required by the Securities
Laws to be filed since December 31, 1995. As of their respective dates of
filing, such Securities Documents complied with the Securities Laws as then in
effect, and did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. No statement, certificate, instrument or other writing
furnished or to be furnished hereunder by BB&T or any other BB&T Subsidiary to
Hardwick contains or will contain any untrue statement of material fact or
will omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

                                     A-18
<PAGE>

4.6 Certain Information

  When the Proxy Statement/Prospectus is mailed, and at all times subsequent
to such mailing up to and including the time of the meeting of shareholders of
Hardwick to vote on the Merger, the Proxy Statement/Prospectus and all
amendments or supplements thereto, with respect to all information set forth
therein relating to BB&T, (i) shall comply with the applicable provisions of
the Securities Laws, and (ii) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements contained therein, in light of the
circumstances in which they were made, not misleading.

4.7 Tax and Regulatory Matters

  Neither BB&T nor any BB&T Subsidiary has taken or agreed to take any action
which would or could reasonably be expected to (i) cause the Merger not to be
accounted for as a pooling-of- interests or not to constitute a reorganization
under Section 368 of the Code, or (ii) materially impede or delay receipt of
any consents of regulatory authorities referred to in Section 5.4(b) or result
in failure of the condition in Section 6.3(b).

                                   ARTICLE V

                                   Covenants

5.1 Hardwick Shareholder Meeting

  Hardwick shall submit this Agreement and the Plan of Merger to its
shareholders for approval at a meeting to be held as soon as practicable, and
by approving execution of this Agreement, the Board of Directors of Hardwick
agrees that it shall, at the time the Proxy Statement/Prospectus is mailed to
the shareholders of Hardwick, recommend that Hardwick's shareholders vote for
such approval; provided, that the Board of Directors of Hardwick may withdraw
or refuse to make such recommendation only if the Board of Directors shall
determine in good faith that such recommendation should not be made in light
of its fiduciary duty to Hardwick's shareholders after consideration of
written advice of legal counsel that, in the opinion of such counsel, such
recommendation or the failure to withdraw or modify such recommendation would
more likely than not constitute a breach of the fiduciary duty of the Board of
Directors to the shareholders of Hardwick.

5.2 Registration Statement; Proxy Statement/Prospectus

  As promptly as practicable after the date hereof, BB&T shall prepare and
file the Registration Statement with the Commission. Hardwick will furnish to
BB&T the information required to be included in the Registration Statement
with respect to its business and affairs before it is filed with the
Commission and again before any amendments are filed, and shall have the right
to review and consult with BB&T on the form of, and any characterizations of
such information included in, the Registration Statement prior to the filing
with the Commission. Such Registration Statement, at the time it becomes
effective and on the Effective Time, shall in all material respects conform to
the requirements of the Securities Act and the applicable rules and
regulations of the Commission. The Registration Statement shall include the
form of Proxy Statement/Prospectus. BB&T and Hardwick shall use their
reasonable best efforts to cause the Proxy Statement/Prospectus to be approved
by the Commission for mailing to the Hardwick's shareholders, and such Proxy
Statement/Prospectus shall, on the date of mailing, conform in all material
respects to the requirements of the Securities Laws and the applicable rules
and regulations of the Commission thereunder. Hardwick shall cause the Proxy
Statement/Prospectus to be mailed to shareholders in accordance with all
applicable notice requirements under the Securities Laws and the GBCC.

5.3 Plan of Merger; Reservation of Shares

  At the Effective Time, the Merger shall be effected in accordance with the
Plan of Merger. In connection therewith, BB&T acknowledges that it (i) has
adopted the Plan of Merger, and (ii) will pay or cause to be paid

                                     A-19
<PAGE>

when due the Merger Consideration. BB&T has reserved for issuance such number
of shares of BB&T Common Stock as shall be necessary to pay the Merger
Consideration and agrees not to take any action that would cause the aggregate
number of authorized shares of BB&T Common Stock available for issuance
hereunder not to be sufficient to effect the Merger. If at any time the
aggregate number of shares of BB&T Common Stock reserved for issuance
hereunder is not sufficient to effect the Merger, BB&T shall take all
appropriate action as may be required to increase the number of shares of BB&T
Common Stock reserved for such purpose.

5.4 Additional Acts

  (a) Hardwick agrees to take such actions requested by BB&T as may be
reasonably necessary to modify the structure of, or to substitute parties to
(so long as such substitute is BB&T or a BB&T Subsidiary) the transactions
contemplated hereby, provided that such modifications do not change the Merger
Consideration or abrogate the covenants and other agreements contained in this
Agreement, including, without limitation, the covenant not to take any action
that would substantially delay or impair the prospects of completing the
Merger pursuant to this Agreement and the Plan of Merger.

  (b) As promptly as practicable after the date hereof, BB&T and Hardwick
shall submit notice or applications for prior approval of the transactions
contemplated herein to the Federal Reserve Board, and any other federal, state
or local government agency, department or body to which notice is required or
from which approval is required for consummation of the Merger and the other
transactions contemplated hereby. Hardwick and BB&T each represents and
warrants to the other that all information included (or submitted for
inclusion) concerning it, its respective Subsidiaries, and any of its
respective directors, officers and shareholders, shall be true, correct and
complete in all material respects as of the date presented.

5.5 Best Efforts

  Each of BB&T and Hardwick shall use, and shall cause each of their
respective Subsidiaries to use, its best efforts in good faith to (i) furnish
such information as may be required in connection with and otherwise cooperate
in the preparation and filing of the documents referred to in Sections 5.2 and
5.4 or elsewhere herein, and (ii) take or cause to be taken all action
necessary or desirable on its part to fulfill the conditions in Article VI,
including, without limitation, executing and delivering, or causing to be
executed and delivered, such representations, certificates and other
instruments or documents as may be reasonably requested by BB&T's legal
counsel for such counsel to issue the opinion contemplated by Section 6.1(e),
and to consummate the transactions herein contemplated at the earliest
possible date. Neither BB&T nor Hardwick shall take, or cause, or to the best
of its ability permit to be taken, any action that would substantially delay
or impair the prospects of completing the Merger pursuant to this Agreement
and the Plan of Merger.

5.6 Certain Accounting Matters

  Hardwick shall cooperate with BB&T concerning accounting and financial
matters necessary or appropriate to facilitate the Merger (taking into account
BB&T's policies, practices and procedures), including, without limitation,
issues arising in connection with record keeping, loan classification,
valuation adjustments, levels of loan loss reserves and other accounting
practices; provided, that any action taken pursuant to this Section 5.6 shall
not be deemed to constitute or result in the breach of any representation or
warranty of Hardwick contained in this Agreement.

5.7 Access to Information

  Hardwick and BB&T will each keep the other advised of all material
developments relevant to its business and the businesses of its Subsidiaries,
and to consummation of the Merger, and each shall provide to the other, upon
request, reasonable details of any such development. Upon reasonable notice,
Hardwick shall afford to representatives of BB&T access, during normal
business hours during the period prior to the Effective Time, to all of the
properties, books, contracts, commitments and records of Hardwick and the
Hardwick Subsidiaries and,

                                     A-20
<PAGE>

during such period, shall make available all information concerning their
businesses as may be reasonably requested. No investigation pursuant to this
Section 5.7 shall affect or be deemed to modify any representation or warranty
made by, or the conditions to the obligations hereunder of, either party
hereto. Each party hereto shall, and shall cause each of its directors,
officers, attorneys and advisors to, maintain the confidentiality of all
information obtained hereunder which is not otherwise publicly disclosed by
the other party, said undertakings with respect to confidentiality to survive
any termination of this Agreement pursuant to Section 7.1. In the event of the
termination of this Agreement, each party shall return to the other party upon
request all confidential information previously furnished in connection with
the transactions contemplated by this Agreement.

5.8 Press Releases

  BB&T and Hardwick shall agree with each other as to the form and substance
of any press release related to this Agreement and the Plan of Merger or the
transactions contemplated hereby and thereby, and consult with each other as
to the form and substance of other public disclosures related thereto;
provided, that nothing contained herein shall prohibit either party, following
notification to the other party, from making any disclosure which in the
opinion of its counsel is required by law.

5.9 Forbearances of Hardwick

  Except with the prior written consent of BB&T, between the date hereof and
the Effective Time, Hardwick shall not, and shall cause each of the Hardwick
Subsidiaries not to:

    (a) carry on its business other than in the usual, regular and ordinary
  course in substantially the same manner as heretofore conducted, or
  establish or acquire any new Subsidiary or engage in any new type of
  activity or expand any existing activities;

    (b) declare, set aside, make or pay any dividend or other distribution in
  respect of its capital stock, other than regularly scheduled quarterly
  dividends of $.15 per share of Hardwick Common Stock payable on record
  dates consistent with past practices; provided that any dividend declared
  or payable on the shares of Hardwick Common Stock for the quarterly period
  during which the Effective Time occurs shall, unless otherwise agreed upon
  in writing by BB&T and Hardwick, be declared with a record date prior to
  the Effective Time only if the normal record date for payment of the
  corresponding quarterly dividend to holders of BB&T Common Stock is before
  the Effective Time;

    (c) issue any shares of its capital stock (including treasury shares),
  except (i) pursuant to Restricted Stock Agreements in accordance with the
  normal practice of Hardwick (not to exceed 14,000 shares), or (ii) pursuant
  the BB&T Option Agreement;

    (d) issue, grant or authorize any Rights or effect any recapitalization,
  reclassification, stock dividend, stock split or like change in
  capitalization;

    (e) amend its Articles of Incorporation or Bylaws;

    (f) impose or permit imposition, of any lien, charge or encumbrance on
  any share of stock held by it in any Hardwick Subsidiary, or permit any
  such lien, charge or encumbrance to exist; or waive or release any material
  right or cancel or compromise any debt or claim, in each case other than in
  the ordinary course of business;

    (g) merge with any other entity or permit any other entity to merge into
  it, or consolidate with any other entity; acquire control over any other
  entity; or liquidate, sell or otherwise dispose of any assets or acquire
  any assets other than in the ordinary course of its business consistent
  with past practices;

    (h) fail to comply in any material respect with any laws, regulations,
  ordinances or governmental actions applicable to it and to the conduct of
  its business;

    (i) increase the rate of compensation of any of its directors, officers
  or employees (excluding increases in compensation resulting from the
  exercise of compensatory stock options outstanding as of the date of this
  Agreement), or pay or agree to pay any bonus to, or provide any new
  employee benefit or incentive to,

                                     A-21
<PAGE>

  any of its directors, officers or employees, except for increases or
  payments made in the ordinary course of business consistent with past
  practice or pursuant to plans or arrangements in effect on the date hereof;

    (j) enter into or substantially modify (except as may be required by
  applicable law or regulation) any pension, retirement, stock option, stock
  purchase, stock appreciation right, savings, profit sharing, deferred
  compensation, consulting, bonus, group insurance or other employee benefit,
  incentive or welfare contract, plan or arrangement, or any trust agreement
  related thereto, in respect of any of its directors, officers or other
  employees; provided, however, that this subparagraph shall not prevent
  renewal of any of the foregoing consistent with past practice;

    (k) solicit or encourage inquiries or proposals with respect to, furnish
  any information relating to, or participate in any negotiations or
  discussions concerning, any acquisition or purchase of all or a substantial
  portion of the assets of, or a substantial equity interest in, Hardwick or
  any Hardwick Subsidiary or any business combination with Hardwick or any
  Hardwick Subsidiary other than as contemplated by this Agreement; or
  authorize any officer, director, agent or affiliate of Hardwick or any
  Hardwick Subsidiary to do any of the above; or fail to notify BB&T
  immediately if any such inquiries or proposals are received, any such
  information is requested or required, or any such negotiations or
  discussions are sought to be initiated; provided, that this subsection (k)
  shall not apply to furnishing information, negotiations or discussions
  following an unsolicited offer if, as a result of such offer, Hardwick is
  advised in writing by legal counsel that in its opinion the failure to so
  furnish information or negotiate would likely constitute a breach of the
  fiduciary duty of Hardwick's Board of Directors to the Hardwick
  shareholders;

    (l) enter into (i) any material agreement, arrangement or commitment not
  made in the ordinary course of business, (ii) any agreement, indenture or
  other instrument not made in the ordinary course of business relating to
  the borrowing of money by Hardwick or a Hardwick Subsidiary or guarantee by
  Hardwick or a Hardwick Subsidiary of any obligation, (iii) any agreement,
  arrangement or commitment relating to the employment or severance of a
  consultant or the employment, severance, election or retention in office of
  any present or former director, officer or employee (this clause shall not
  apply to the election of directors by shareholders or the reappointment of
  officers in the normal course), or (iv) any contract, agreement or
  understanding with a labor union;

    (m) change its lending, investment or asset liability management policies
  in any material respect, except as may be required by applicable law,
  regulation, or directives, and except that after approval of the Agreement
  and the Plan of Merger by its shareholders and after receipt of the
  requisite regulatory approvals for the transactions contemplated by this
  Agreement and the Plan of Merger, Hardwick shall cooperate in good faith
  with BB&T to adopt policies, practices and procedures consistent with those
  utilized by BB&T, effective on or before the Closing Date;

    (n) change its methods of accounting in effect at December 31, 1998,
  except as required by changes in GAAP concurred in by BB&T, which
  concurrence shall not be unreasonably withheld, or change any of its
  methods of reporting income and deductions for federal income tax purposes
  from those employed in the preparation of its federal income tax returns
  for the year ended December 31, 1998, except as required by changes in law
  or regulation;

    (o) incur any commitments for capital expenditures or obligation to make
  capital expenditures in excess of $25,000, for any one expenditure, or
  $100,000, in the aggregate;

    (p) incur any indebtedness other than deposits from customers, advances
  from the Federal Home Loan Bank or Federal Reserve Bank and reverse
  repurchase arrangements in the ordinary course of business;

    (q) take any action which would or could reasonably be expected to (i)
  cause the Merger not to be accounted for as a pooling-of-interests or not
  to constitute a reorganization under Section 368 of the Code as determined
  by BB&T, (ii) result in any inaccuracy of a representation or warranty
  herein which would allow for a termination of this Agreement, or (iii)
  cause any of the conditions precedent to the transactions contemplated by
  this Agreement to fail to be satisfied;

    (r) dispose of any material assets other than in the ordinary course of
  business; or

    (s) agree to do any of the foregoing.

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<PAGE>

5.10 Employment Agreements

  BB&T (or its specified BB&T Subsidiary) agrees to enter into an employment
agreement as of the Effective Time with each of Kenneth E. Boring
substantially in the form attached as Annex C-1, Marshall R. Mauldin and
Michael Robinson substantially in the form attached as Annex C-2, with Stanley
A. Crawford, George Crowley and Richard E. Drews substantially in the form
attached as Annex C-3, and with Gail C. Williams and Trent W. Sanford
substantially in the form attached as Annex C-4.

5.11 Affiliates

  Hardwick shall use its best efforts to cause all persons who are Affiliates
of Hardwick to deliver to BB&T promptly following this Agreement a written
agreement providing that such person will not dispose of BB&T Common Stock
received in the Merger except in compliance with the Securities Act and the
rules and regulations promulgated thereunder and except as consistent with
qualifying the transactions contemplated hereby for pooling-of-interests
accounting treatment, and in any event shall use its best efforts to cause
such affiliates to deliver to BB&T such written agreement prior to the Closing
Date.

5.12 Section 401(k) Plan; Other Employee Benefits

    (a) Each employee of Hardwick at the Effective Time who becomes an
  employee immediately following the Effective Time of BB&T or a BB&T
  Subsidiary ("Employer Entity") shall be eligible to participate in BB&T's
  401(k) plan (subject to complying with eligibility requirements and to
  BB&T's right to terminate such plan), commencing on a date determined by
  BB&T no later than the first day of the month following the month in which
  the last of the Hardwick Subsidiaries which are banks shall be merged into
  BB&T or one of its subsidiaries. Until such date as is determined by BB&T,
  BB&T shall continue in effect for the benefit of participating employees
  the Section 401(k) plan of Hardwick. For purposes of administering BB&T's
  401(k) plan, service with Hardwick and the Hardwick Subsidiaries shall be
  deemed to be service with BB&T or the BB&T Subsidiaries for participation
  and vesting purposes, but not for purposes of benefit accrual.

    (b) Each employee of Hardwick at the Effective Time who becomes an
  employee immediately following the Effective Time of an Employer Entity
  shall be eligible to participate in the group hospitalization, medical,
  dental, life, disability and other welfare benefit plans and programs
  available to employees of the Employer Entity, subject to the terms of such
  plans and programs, commencing with respect to each such plan or program on
  a date determined by the Employer Entity no later than the first day of the
  month following the month in which the last of the Hardwick Subsidiaries
  which are banks shall be merged into BB&T or one of its subsidiaries. With
  respect to any welfare benefit plan or program of Hardwick which the
  Employer Entity determines, in its sole discretion, provides benefits of
  the same type or class as a corresponding plan or program maintained by the
  Employer Entity, the Employer Entity shall continue such Hardwick plan or
  program in effect for the benefit of the above-described former employees
  of Hardwick until such employees shall become eligible to become
  participants in the corresponding plan or program maintained by the
  Employer Entity (and, with respect to any such plan or program, subject to
  complying with eligibility requirements and subject to the right of the
  Employer Entity to terminate such plan or program). For purposes of
  administering each such plan or program, service with Hardwick shall be
  deemed to be service with the Employer Entity for the purpose of
  determining eligibility to participate and vesting (if applicable) in such
  welfare plans and programs, but not for the purpose of computing benefits,
  if any, determined in whole or in part with reference to service.

    (c) Each employee of Hardwick or a Hardwick Subsidiary who becomes an
  employee of an Employer Entity and is terminated by such or another
  Employer Entity subsequent to the Effective Time, excluding any employee
  who has an existing employment or special termination agreement which is
  Disclosed, shall be entitled to severance pay in accordance with the
  general severance policy maintained by BB&T, if and to the extent that such
  employee is entitled to severance pay under such policy. Such employee's
  service with Hardwick or a Hardwick Subsidiary shall be treated as service
  with BB&T for purposes of determining the amount of severance pay, if any,
  under BB&T's severance policy.

                                     A-23
<PAGE>

    (d) BB&T agrees to honor all employment agreements, severance agreements
  and deferred compensation agreements that Hardwick and the Hardwick
  Subsidiaries have with their current and former employees and directors and
  which have been Disclosed to BB&T, except to the extent any such agreements
  shall be superseded or terminated at the Closing or following the Closing
  Date. Except for the agreements described in the preceding sentence, all
  employee benefit plans of Hardwick shall be terminated or, in the sole
  discretion of BB&T, shall be merged into comparable plans of BB&T,
  effective as BB&T shall determine in its sole discretion.

5.13 Directors and Officers Protection

  BB&T or a BB&T Subsidiary shall provide and keep in force for a period of
three years after the Effective Time directors' and officers' liability
insurance providing coverage to directors and officers of Hardwick for acts or
omissions occurring prior to the Effective Time. Such insurance shall provide
at least the same coverage and amounts as contained in Hardwick's policy on
the date hereof; provided, that in no event shall the annual premium on such
policy exceed 150% of the annual premium payments on Hardwick's policy in
effect as of the date hereof (the "Maximum Amount"). If the amount of the
premiums necessary to maintain or procure such insurance coverage exceeds the
Maximum Amount, BB&T shall use its reasonable efforts to maintain the most
advantageous policies of directors' and officers' liability insurance
obtainable for a premium equal to the Maximum Amount. Notwithstanding the
foregoing, BB&T further agrees to indemnify all individuals who are or have
been officers, directors or employees of Hardwick or any Hardwick Subsidiary
prior to the Effective Time from any acts or omissions in such capacities
prior to the Effective Time, to the extent that such indemnification is
provided pursuant to the Articles of Incorporation of Hardwick on the date
hereof and is permitted under the NCBCA.

5.14 Forbearances of BB&T

  Except with the prior written consent of Hardwick, neither BB&T nor any BB&T
Subsidiary shall take any action which would or might be expected to (i) cause
the business combination contemplated hereby not to be accounted for as a
pooling-of-interests or not to constitute a reorganization under Section 368
of the Code; (ii) result in any inaccuracy of a representation or warranty
herein which would allow for termination of this Agreement; (iii) cause any of
the conditions precedent to the transactions contemplated by this Agreement to
fail to be satisfied; (iv) exercise the BB&T Option Agreement other than in
accordance with its terms, or dispose of the shares of Hardwick Common Stock
issuable upon exercise of the option rights conferred thereby other than as
permitted by the terms thereof; or (v) fail to comply in any material respect
with any laws, regulations, ordinances or governmental actions applicable to
it and to the conduct of its business.

5.15 Reports

  Each of Hardwick and BB&T shall file (and shall cause the Hardwick
Subsidiaries and the BB&T Subsidiaries, respectively, to file), between the
date of this Agreement and the Effective Time, all reports required to be
filed by it with the Commission and any other regulatory authorities having
jurisdiction over such party, and shall deliver to BB&T or Hardwick, as the
case may be, copies of all such reports promptly after the same are filed. If
financial statements are contained in any such reports filed with the
Commission, such financial statements will fairly present the consolidated
financial position of the entity filing such statements as of the dates
indicated and the consolidated results of operations, changes in shareholders'
equity, and cash flows for the periods then ended in accordance with GAAP
(subject in the case of interim financial statements to the absence of notes
and to normal recurring year-end adjustments that are not material). As of
their respective dates, such reports filed with the Commission will comply in
all material respects with the Securities Laws and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. Any financial
statements contained in any other reports to a regulatory authority other than
the Commission shall be prepared in accordance with requirements applicable to
such reports.


                                     A-24
<PAGE>

5.16 Exchange Listing

  BB&T shall use its reasonable best efforts to list, prior to the Effective
Time, on the NYSE, subject to official notice of issuance, the shares of BB&T
Common Stock to be issued to the holders of Hardwick Common Stock pursuant to
the Merger, and BB&T shall give all notices and make all filings with the NYSE
required in connection with the transactions contemplated herein.

5.17 Advisory Board for Georgia Area

  As of the Effective Time, Kenneth E. Boring and James M. Boring, Jr. shall
be named by BB&T to serve on the BB&T Advisory Board for the State of Georgia
(the "State Advisory Board"). For three years following the Closing Date
neither such individual shall be prohibited from service on the State Advisory
Board because he shall have attained the maximum age for service (currently
age 70). In addition, the members at the time of the Closing of the Boards of
Directors of the Hardwick subsidiaries which are banks shall be offered the
opportunity to serve on a local Advisory Board of BB&T ("Local Advisory
Board"). For two years following the Effective Time, the Local Advisory Board
members appointed pursuant to this Section 5.17 and who continue to serve
shall receive, as compensation for service on the Local Advisory Board, fees
(annual retainer and attendance fees) equal in amount each year (prorated for
any partial year) to the annual retainer and schedule of attendance fees for
directors of Hardwick in effect on November 1, 1999. Following such two-year
period, Local Advisory Board members, if they continue to serve in such
capacity, shall receive fees in accordance with BB&T's standard schedule of
fees for service thereon as in effect from time to time. For two years after
the Effective Time (or three years in the case of Messrs. Boring), no such
Local Advisory Board member shall be prohibited from serving thereon because
he or she shall have attained the maximum age for service thereon (currently
age 70). Hardwick shall use its best efforts to cause each member of its Board
of Directors to enter into a Noncompetition Agreement with BB&T on or before
the Closing Date substantially in the form of Annex D hereto, and membership
of any such director on any BB&T Advisory Board shall be conditional upon
executing and delivering such Agreement.

5.18 Board of Directors of Branch Banking and Trust Company

  As of the Effective Time, Branch Banking and Trust Company, a North Carolina
banking corporation, shall elect Kenneth E. Boring to its Board of Directors,
to serve until its next annual meeting (subject to the right of removal for
cause) and thereafter so long as he is elected and qualifies. For three years
following the Closing Date, Kenneth E. Boring shall not be prohibited from
service on such Board of Directors because he shall have attained the maximum
age for service (currently age 70).

                                  ARTICLE VI

                             Conditions Precedent

6.1 Conditions Precedent--BB&T and Hardwick

  The respective obligations of BB&T and Hardwick to effect the transactions
contemplated by this Agreement shall be subject to satisfaction or waiver of
the following conditions at or prior to the Effective Time:

    (a) All corporate action necessary to authorize the execution, delivery
  and performance of this Agreement and the Plan of Merger, and consummation
  of the transactions contemplated hereby and thereby, shall have been duly
  and validly taken, including, without limitation, the approval by the
  shareholders of Hardwick of the Agreement and the Plan of Merger;

    (b) The Registration Statement (including any post-effective amendments
  thereto) shall be effective under the Securities Act, no proceedings shall
  be pending or to the knowledge of BB&T or Hardwick threatened by the
  Commission to suspend the effectiveness of such Registration Statement, and
  the BB&T Common Stock to be issued as contemplated in the Plan of Merger
  shall have either been registered or be subject to exemption from
  registration under applicable state securities laws;


                                     A-25
<PAGE>

    (c) The parties shall have received all regulatory approvals required in
  connection with the transactions contemplated by this Agreement and the
  Plan of Merger, all notice periods and waiting periods with respect to such
  approvals shall have passed and all such approvals shall be in effect;

    (d) None of BB&T, any of the BB&T Subsidiaries, Hardwick or any of the
  Hardwick Subsidiaries shall be subject to any order, decree or injunction
  of a court or agency of competent jurisdiction which enjoins or prohibits
  consummation of the transactions contemplated by this Agreement; and

    (e) Hardwick and BB&T shall have received an opinion of BB&T's legal
  counsel, in form and substance satisfactory to Hardwick and BB&T,
  substantially to the effect that the Merger will constitute one or more
  reorganizations under Section 368 of the Code and that the shareholders of
  Hardwick will not recognize any gain or loss to the extent that such
  shareholders exchange shares of Hardwick Common Stock for shares of BB&T
  Common Stock.

6.2 Conditions Precedent--Hardwick

  The obligations of Hardwick to effect the transactions contemplated by this
Agreement shall be subject to the satisfaction of the following additional
conditions at or prior to the Effective Time, unless waived by Hardwick
pursuant to Section 7.4:

    (a) All representations and warranties of BB&T shall be evaluated as of
  the date of this Agreement and as of the Effective Time as though made on
  and as of the Effective Time (or on the date designated in the case of any
  representation and warranty which specifically relates to an earlier date),
  except as otherwise contemplated by this Agreement or consented to in
  writing by Hardwick. The representations and warranties of BB&T set forth
  in Sections 4.1, 4.2 (except as relates to qualification), 4.3(a),
  4.3(b)(i) and 4.4 (except as relates to qualification) shall be true and
  correct (except for inaccuracies which are de minimis in amount). There
  shall not exist inaccuracies in the representations and warranties of BB&T
  set forth in this Agreement (including the representations and warranties
  set forth in Sections 4.1, 4.2, 4.3(a), 4.3(b)(i) and 4.4) such that the
  aggregate effect of such inaccuracies has, or is reasonably likely to have,
  a Material Adverse Effect on BB&T;

    (b) BB&T shall have performed in all material respects all obligations
  and complied in all material respects with all covenants required by this
  Agreement;

    (c) BB&T shall have delivered to Hardwick a certificate, dated the
  Closing Date and signed by its Chairman or President or an Executive Vice
  President, to the effect that the conditions set forth in Sections 6.1(a),
  6.1(b), 6.1(c), 6.1(d), 6.2(a) and 6.2(b) hereof, to the extent applicable
  to BB&T, have been satisfied and that there are no actions, suits, claims,
  governmental investigations or procedures instituted, pending or, to the
  best of such officer's knowledge, threatened that reasonably may be
  expected to have a Material Adverse Effect on BB&T or that present a claim
  to restrain or prohibit the transactions contemplated herein or in the Plan
  of Merger;

    (d) Hardwick shall have received opinions of counsel to BB&T in the form
  reasonably acceptable to Hardwick's legal counsel; and

    (e) The shares of BB&T Common Stock issuable pursuant to the Merger shall
  have been approved for listing on the NYSE, subject to official notice of
  issuance.

6.3 Conditions Precedent--BB&T

  The obligations of BB&T to effect the transactions contemplated by this
Agreement shall be subject to satisfaction of the following additional
conditions at or prior to the Effective Time, unless waived by BB&T pursuant
to Section 7.4:

    (a) All representations and warranties of Hardwick shall be evaluated as
  of the date of this Agreement and as of the Effective Time as though made
  on and as of the Effective Time (or on the date designated in the case of
  any representation and warranty which specifically relates to an earlier
  date), except as otherwise contemplated by this Agreement or consented to
  in writing by BB&T. The representations and warranties

                                     A-26
<PAGE>

  of Hardwick set forth in Sections 3.1, 3.2 (except the last sentence
  thereof), 3.3 (except the last sentence thereof), 3.4 (except the last
  sentence thereof), 3.5(a), 3.5(b)(i), 3.23 and 3.24 shall be true and
  correct (except for inaccuracies which are de minimis in amount). There
  shall not exist inaccuracies in the representations and warranties of
  Hardwick set forth in this Agreement (including the representations and
  warranties set forth in the Sections designated in the preceding sentence)
  such that the effect of such inaccuracies individually or in the aggregate
  has, or is reasonably likely to have, a Material Adverse Effect on Hardwick
  and the Hardwick Subsidiaries taken as a whole;

    (b) No regulatory approval shall have imposed any condition or
  requirement which, in the reasonable opinion of the Board of Directors of
  BB&T, would so materially adversely affect the business or economic
  benefits to BB&T of the transactions contemplated by this Agreement as to
  render consummation of such transactions inadvisable or unduly burdensome;

    (c) Hardwick shall have performed in all material respects all
  obligations and complied in all material respects with all covenants
  required by this Agreement;

    (d) Hardwick shall have delivered to BB&T a certificate, dated the
  Closing Date and signed by its Chairman, President or Executive Vice
  President, to the effect that the conditions set forth in Sections 6.1(a),
  6.1(c), 6.1(d), 6.3(a) and 6.3(c) hereof, to the extent applicable to
  Hardwick, have been satisfied and that there are no actions, suits, claims,
  governmental investigations or procedures instituted, pending or, to the
  best of such officer's knowledge, threatened that reasonably may be
  expected to have a Material Adverse Effect on Hardwick or that present a
  claim to restrain or prohibit the transactions contemplated herein or in
  the Plan of Merger;

    (e) BB&T shall have received opinions of counsel to Hardwick in the form
  reasonably acceptable to BB&T's legal counsel;

    (f) BB&T shall have received the written agreements from Affiliates as
  specified in Section 5.11 hereof to the extent necessary, in the reasonable
  judgment of BB&T, to ensure that the Merger will be accounted for as a
  pooling of interests under GAAP and to promote compliance with Rule 145
  promulgated by the Commission;

    (g) BB&T shall have received letters, dated as of the date of filing of
  the Registration Statement with the Commission and as of the Effective
  Time, addressed to BB&T, in form and substance reasonably satisfactory to
  BB&T, from Arthur Andersen, LLP to the effect that the Merger will qualify
  for pooling-of-interests accounting treatment; and

    (h) BB&T shall have received Employment Agreements substantially in the
  form of Annex C-2 executed by Marshall R. Mauldin and Michael Robinson,
  respectively.

    (i) BB&T shall have received Employment and Noncompetition Agreement
  substantially in the form of Annex C-1 executed by Kenneth E. Boring.

                                  ARTICLE VII

                  Termination, Default, Waiver and Amendment

7.1 Termination

  This Agreement may be terminated:

    (a) At any time prior to the Effective Time, by the mutual consent in
  writing of the parties hereto.

    (b) At any time prior to the Effective Time, by either party (i) in the
  event of a material breach by the other party of any covenant or agreement
  contained in this Agreement, or (ii) in the event of an inaccuracy of any
  representation or warranty of the other party contained in this Agreement,
  which inaccuracy would provide the nonbreaching party the ability to refuse
  to consummate the Merger under the applicable standard set forth in Section
  6.2(a) hereof in the case of Hardwick and Section 6.3(a) hereof in the case
  of BB&T; and, in the case of (i) or (ii), if such breach or inaccuracy has
  not been cured by the earlier of thirty days following written notice of
  such breach to the party committing such breach or the Effective Time.

                                     A-27
<PAGE>

    (c) At any time prior to the Effective Time, by either party hereto in
  writing, if any of the conditions precedent to the obligations of the other
  party to consummate the transactions contemplated hereby cannot be
  satisfied or fulfilled prior to the Closing Date, and the party giving the
  notice is not in material breach of any of its representations, warranties,
  covenants or undertakings herein.

    (d) At any time, by either party hereto in writing, if any of the
  applications for prior approval referred to in Section 5.4 hereof are
  denied, and the time period for appeals and requests for reconsideration
  has run.

    (e) At any time, by either party hereto in writing, if the shareholders
  of Hardwick do not approve the Agreement and the Plan of Merger.

    (f) At any time following July 31, 2000 by either party hereto in
  writing, if the Effective Time has not occurred by the close of business on
  such date, and the party giving the notice is not in material breach of any
  of its representations, warranties, covenants or undertakings herein.

7.2 Effect of Termination

  In the event this Agreement and the Plan of Merger is terminated pursuant to
Section 7.1 hereof, both this Agreement and the Plan of Merger shall become
void and have no effect, except that (i) the provisions hereof relating to
confidentiality and expenses set forth in Sections 5.7 and 8.1 hereof,
respectively, shall survive any such termination and (ii) a termination
pursuant to Section 7.1(b) hereof shall not relieve the breaching party from
liability for a breach of the covenant, agreement, representation or warranty
giving rise to such termination. The BB&T Option Agreement shall be governed
by its own terms.

7.3 Survival of Representations, Warranties and Covenants

  All representations, warranties and covenants in this Agreement or the Plan
of Merger or in any instrument delivered pursuant hereto or thereto shall
expire on, and be terminated and extinguished at, the Effective Time, other
than covenants that by their terms are to be performed after the Effective
Time (including Sections 5.13, 5.17 and 5.18), provided that no such
representations, warranties or covenants shall be deemed to be terminated or
extinguished so as to deprive BB&T or Hardwick (or any director, officer or
controlling person thereof) of any defense at law or in equity which otherwise
would be available against the claims of any person, including, without
limitation, any shareholder or former shareholder of either BB&T or Hardwick,
the aforesaid representations, warranties and covenants being material
inducements to consummation by BB&T and Hardwick of the transactions
contemplated herein.

7.4 Waiver

  Except with respect to any required regulatory approval, each party hereto,
by written instrument signed by an executive officer of such party, may at any
time (whether before or after approval of the Agreement and the Plan of Merger
by the Hardwick shareholders) extend the time for the performance of any of
the obligations or other acts of the other party hereto and may waive (i) any
inaccuracies of the other party in the representations or warranties contained
in this Agreement, the Plan of Merger or any document delivered pursuant
hereto or thereto, (ii) compliance with any of the covenants, undertakings or
agreements of the other party, or satisfaction of any of the conditions
precedent to its obligations, contained herein or in the Plan of Merger, or
(iii) the performance by the other party of any of its obligations set out
herein or therein; provided that no such extension or waiver, or amendment or
supplement pursuant to this Section 7.4, executed after approval by the
Hardwick shareholders of this Agreement and the Plan of Merger, shall reduce
either the Exchange Ratio or the payment terms for fractional interests.

7.5 Amendment or Supplement

  This Agreement or the Plan of Merger may be amended or supplemented at any
time in writing by mutual agreement of BB&T and Hardwick, subject to the
proviso to Section 7.4.


                                     A-28
<PAGE>

                                 ARTICLE VIII

                                 Miscellaneous

8.1 Expenses

  Each party hereto shall bear and pay all costs and expenses incurred by it
in connection with the transactions contemplated by this Agreement, including,
without limitation, fees and expenses of its own financial consultants,
accountants and counsel; provided, however, that the filing fees and printing
costs incurred in connection with the Registration Statement and the Proxy
Statement/Prospectus shall be borne 50% by BB&T and 50% by Hardwick.

8.2 Entire Agreement

  This Agreement, including the documents and other writings referenced herein
or delivered pursuant hereto, contains the entire agreement between the
parties with respect to the transactions contemplated hereunder and thereunder
and supersedes all arrangements or understandings with respect thereto,
written or oral, entered into on or before the date hereof. The terms and
conditions of this Agreement and the BB&T Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and thereto and their
respective successors. Nothing in this Agreement or the BB&T Option Agreement,
expressed or implied, is intended to confer upon any party, other than the
parties hereto and thereto, and their respective successors, any rights,
remedies, obligations or liabilities, except for the rights of directors and
officers of Hardwick to enforce rights in Sections 5.13, 5.17 and 5.18.

8.3 No Assignment

  Except for a substitution of parties pursuant to Section 5.4(a), none of the
parties hereto may assign any of its rights or obligations under this
Agreement to any other person, except upon the prior written consent of each
other party.

8.4 Notices

  All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally or sent
by nationally recognized overnight express courier or by facsimile
transmission, addressed or directed as follows:

  If to Hardwick:

  Michael Robinson
  Hardwick Holding Company
  One Hardwick Square
  Post Office Box 1367
  Dalton, Georgia 30722-1367
  Telephone: 706-217-3950
  Fax: 706-275-0827

  With a required copy to:

  Richard R. Cheatham
  Kilpatrick Stockton L.L.P.
  Suite 2800
  1100 Peachtree Street
  Atlanta, Georgia 30309-4530
  Telephone: 404-815-6500
  Fax: 404-815-6555


                                     A-29
<PAGE>

  If to BB&T:

  Scott E. Reed
  150 South Stratford Road
  4th Floor
  Winston-Salem, North Carolina 27104
  Telephone: 336-733-3088
  Fax: 336-733-2296

  With a required copy to:

  William A. Davis, II
  Womble Carlyle Sandridge & Rice, PLLC
  200 West Second Street
  Winston-Salem, North Carolina 27102
  Telephone: 336-721-3624
  Fax: 336-733-8364

Any party may by notice change the address to which notice or other
communications to it are to be delivered.

8.5 Specific Performance

  Hardwick acknowledges that the Hardwick Common Stock and the Hardwick
business and assets are unique, and that if Hardwick fails to consummate the
transactions contemplated by this Agreement such failure will cause
irreparable harm to BB&T for which there will be no adequate remedy at law,
BB&T shall be entitled, in addition to its other remedies at law, to specific
performance of this Agreement if Hardwick shall, without cause, refuse to
consummate the transactions contemplated by this Agreement.

8.6 Captions

  The captions contained in this Agreement are for reference only and are not
part of this Agreement.

8.7 Counterparts

  This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.

8.8 Governing Law

  This Agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina, without regard to the principles of
conflicts of laws, except to the extent federal law may be applicable.

                 [remainder of page intentionally left blank]

                                     A-30
<PAGE>

  IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed in counterparts by their
duly authorized officers, all as of the day and year first above written.

                                          BB&T Corporation

                                                 /s/ John A. Allison IV
                                          By: _________________________________
                                        Name: John A. Allison IV
                                        Title: Chairman and Chief Executive
                                                      Officer

                                          Hardwick Holding Company

                                                 /s/ Kenneth E. Boring
                                          By: _________________________________
                                        Name: Kenneth E. Boring
                                        Title: Chairman and Chief Executive
                                                      Officer

                                     A-31
<PAGE>

  Marshall R. Mauldin, and Michael Robinson each hereby agrees to execute and
deliver to BB&T at Closing the Employment Agreements substantially in the form
of Annex C-2 hereto.

                                                /s/ Marshall R. Mauldin
                                          By: _________________________________
                                                    Marshall R. Mauldin

                                                  /s/ Michael Robinson
                                          By: _________________________________
                                                      Michael Robinson

                                     A-32
<PAGE>

                                 Pricing Table

<TABLE>
<CAPTION>
              BB&T        Exchange
        "Closing Value"    Ratio
        ---------------   --------
        $36.00 and Above    0.9010  Fixed Exchange
            ----------------------------------------
        <S>               <C>      <C>
             35.95         0.9016
             35.90         0.9022
             35.85         0.9029
             35.80         0.9035
             35.75         0.9041
             35.70         0.9047
             35.65         0.9053
             35.60         0.9060
             35.55         0.9066
             35.50         0.9072
             35.45         0.9078
             35.40         0.9084
             35.35         0.9091
             35.30         0.9097
             35.25         0.9103
             35.20         0.9109
             35.15         0.9115
             35.10         0.9122
             35.05         0.9128
             35.00         0.9134
             34.95         0.9140
             34.90         0.9146
             34.85         0.9153
             34.80         0.9159
             34.75         0.9165  Floating Exchange
             34.70         0.9171
             34.65         0.9177
             34.60         0.9184
             34.55         0.9190
             34.50         0.9196
             34.45         0.9202
             34.40         0.9028
             34.35         0.9215
             34.30         0.9221
             34.25         0.9227
             34.20         0.9233
             34.15         0.9239
             34.10         0.9246
             34.05         0.9252
             34.00         0.9258
             33.95         0.9264
             33.90         0.9270
             33.85         0.9277
             33.80         0.9283
             33.75         0.9289
             33.70         0.9295
             33.65         0.9301
             33.60         0.9308
             33.55         0.9314
            ----------------------------------------
        $33.50 and Below   0.9320   Fixed Exchange
</TABLE>

                                      A-33
<PAGE>

                                                                        ANNEX A

                              ARTICLES OF MERGER
                                      OF
                           HARDWICK HOLDING COMPANY
                                 WITH AND INTO
                               BB&T CORPORATION

  The undersigned corporations, pursuant to Section 14-2-1105 of the Georgia
Business Corporation Code (the "GBCC") and Section 55-11-05 of the North
Carolina Business Corporation Act (the "NCBCA"), hereby execute the following
Articles of Merger.

                                      ONE

  The merger of Hardwick Holding Company, a Georgia corporation ("Hardwick"),
with and into BB&T Corporation, a North Carolina corporation ("BB&T"), shall
be in accordance with the Plan of Merger attached hereto as Exhibit I (the
"Plan of Merger").

                                      TWO

  The Plan of Merger was submitted to the shareholders of Hardwick by its
Board of Directors in accordance with the provisions of Section 14-2-1103 of
the GBCC and Section 55-11-03 of the NCBCA and was duly approved in the manner
prescribed by law by the shareholders of Hardwick on the       day of
             , 2000. The shareholders of BB&T were not required to approve the
Plan of Merger.

                                     THREE

  BB&T undertakes to request publication of a notice of filing of these
Articles of Merger and to make payment therefor as required by Section 14-2-
1105.1(b) of the GBCC.

                                     FOUR

  These Articles of Merger shall become effective at 11:59 p.m. on
             , 2000.

                 [Remainder of Page Intentionally Left Blank]

                                     A-35
<PAGE>

  The undersigned, each of BB&T and Hardwick, declares that the facts herein
stated are true as of                , 2000.

                                          BB&T Corporation

                                          By: _________________________________
                                            Name
                                           Office

                                          Hardwick Holding Company

                                          By: _________________________________
                                            Name
                                           Office

                                      A-36
<PAGE>

                                                                      EXHIBIT I

                                PLAN OF MERGER
                                      OF
                           HARDWICK HOLDING COMPANY
                                 WITH AND INTO
                               BB&T CORPORATION

  Section 1. Corporations Proposing to Merge and Surviving
Corporation. Hardwick Holding Company, a Georgia corporation ("Hardwick"),
shall be merged (the "Merger") with and into BB&T Corporation, a North
Carolina corporation ("BB&T"), pursuant to the terms and conditions of this
Plan of Merger (the "Plan of Merger") and of the Agreement and Plan of
Reorganization, dated as of November 16, 1999 (the "Agreement"), by and
between Hardwick and BB&T. The effective time for the Merger (the "Effective
Time") shall be set forth in the Articles of Merger to be filed with the
Secretary of State of Georgia and the Secretary of State of North Carolina.
BB&T shall continue as the surviving corporation (the "Surviving Corporation")
in the Merger and the separate corporate existence of Hardwick shall cease.

  Section 2. Effects of the Merger. The Merger shall have the effects set
forth in Section 14-2-1106 of the Georgia Business Corporation Code (the
"GBCC") and Section 55-11-06 of the North Carolina Business Corporation Act
(the "NCBCA").

  Section 3. Articles of Incorporation and Bylaws. The Articles of
Incorporation and the Bylaws of BB&T as in effect immediately prior to the
Effective Time shall become the Articles of Incorporation and Bylaws of the
Surviving Corporation following the Effective Time until changed in accordance
with their terms and the NCBCA.

  Section 4. Conversion of Shares.

  (a) At the Effective Time, by virtue of the Merger and without any action on
the part of Hardwick or the holders of the voting common stock, par value $.50
per share, of Hardwick ("Hardwick Common Stock"), each share of Hardwick
Common Stock issued and outstanding immediately prior to the Effective Time
shall be converted into and shall represent the right to receive, upon
surrender of the certificate representing such share of Hardwick Common Stock
(as provided in Section 4(d)), the Merger Consideration (as defined in Section
5).

  (b) Each share of the common stock of BB&T, par value $5.00 per share ("BB&T
Common Stock") issued and outstanding immediately prior to the Effective Time
shall continue to be issued and outstanding.

  (c) Until surrendered, each outstanding certificate which prior to the
Effective Time represented one or more shares of Hardwick Common Stock shall
be deemed upon the Effective Time for all purposes to represent only the right
to receive the Merger Consideration and any declared and unpaid dividends with
respect to Hardwick Common Stock. No interest will be paid or accrued on any
cash payable for fractional shares as part of the Merger Consideration (or
upon any dividend or other distribution) upon the surrender of the certificate
or certificates representing shares of Hardwick Common Stock. With respect to
any certificate for Hardwick Common Stock that has been lost or destroyed,
BB&T shall pay the Merger Consideration attributable to such certificate upon
receipt of a surety bond or other adequate indemnity as required in accordance
with BB&T's standard policy, and evidence reasonably satisfactory to BB&T of
ownership of the shares represented thereby. Upon and after the Effective
Time, Hardwick's transfer books shall be closed and no transfer of the shares
of Hardwick Common Stock outstanding immediately prior to the Effective Time
shall be made.

  (d) Promptly after the Effective Time, BB&T shall cause to be delivered or
mailed to each Hardwick shareholder a form of letter of transmittal and
instructions for use in effecting the surrender of the certificates which,
immediately prior to the Effective Time, represented any shares of Hardwick
Common Stock. Upon proper surrender of such certificates or other evidence of
ownership meeting the requirements of Section 4(c), together with such letter
of transmittal duly executed and completed in accordance with the instructions
thereto, and such other documents as may be reasonably requested, BB&T shall
promptly cause the transfer to the

                                     A-37
<PAGE>

persons entitled thereto of the Merger Consideration and any declared and
unpaid dividends with respect Hardwick Common Stock.

  (e) The Surviving Corporation shall pay any dividends or other distributions
with a record date prior to the Effective Time which have been declared or
made by Hardwick in respect of shares of Hardwick Common Stock in accordance
with the terms of the Agreement and which remain unpaid at the Effective Time,
subject to compliance by Hardwick with Section 5.9(b) of the Agreement. To the
extent permitted by law, former shareholders of record of Hardwick shall be
entitled to vote after the Effective Time at any meeting of BB&T shareholders
the number of whole shares of BB&T Common Stock into which their respective
shares of Hardwick Common Stock are converted, regardless of whether such
holders have exchanged their certificates representing Hardwick Common Stock
for certificates representing BB&T Common Stock in accordance with the
provisions of the Agreement. Whenever a dividend or other distribution is
declared by BB&T on the BB&T Common Stock, the record date for which is at or
after the Effective Time, the declaration shall include dividends or other
distributions on all shares of BB&T Common Stock issuable pursuant to the
Agreement, but no dividend or other distribution payable to the holders of
record of BB&T Common Stock as of any time subsequent to the Effective Time
shall be delivered to the holder of any certificate representing Hardwick
Common Stock until such holder surrenders such certificate for exchange as
provided in this Section 4. Upon surrender of such certificate, both the BB&T
Common Stock certificate and any undelivered dividends and cash payments
payable hereunder (without interest) shall be delivered and paid with respect
to the shares of Hardwick Common Stock represented by such certificate.

  Section 5. Merger Consideration.

  (a) As used herein, the term "Merger Consideration" shall mean the portion
of a share of BB&T Common Stock to be exchanged for each share of Hardwick
Common Stock issued and outstanding as of the Effective Time and cash (without
interest) to be payable in exchange for any fractional share of BB&T Common
Stock which would otherwise be distributable to a Hardwick shareholder as
provided in Section 5(b). The portion of a share of BB&T Common Stock to be
issued for each issued and outstanding share of Hardwick Common Stock (the
"Exchange Ratio") shall be shall be determined from the Pricing Table attached
as Annex B to the Agreement, and shall equal the Exchange Ratio opposite the
BB&T Price equal to the Closing Value (as defined in Section 5(b)). If the
Closing Value shall not be equal to a BB&T Price in the Pricing Table, the
Exchange Ratio and Offer Price shall be adjusted so that each will be
interpolated to four decimal points consistent with the interpolation in the
BB&T Price. If the Closing Value shall exceed $36.625, the Exchange Ratio
shall be fixed at .9010, and if the Closing Value shall be less than $32.00,
the Exchange Ratio shall be fixed at .9320.

  (b) The amount of cash payable with respect to any fractional share of BB&T
Common Stock shall be determined by multiplying the fractional part of such
share by the Closing Value. The "Closing Value" shall mean the average 4:00
p.m. eastern time closing price per share of BB&T Common Stock on the NYSE as
reported on NYSEnet.com for the five trading days (determined by excluding
days on which the NYSE is closed) ending on the tenth calendar day preceding
the Effective Time.

  Section 6. Amendment. At any time before the Effective Time, this Plan of
Merger may be amended, provided that no such amendment executed after approval
by the Hardwick shareholders of the Agreement and this Plan of Merger shall
modify either the amount or the form of the consideration to be provided to
holders of Hardwick Common Stock upon consummation of the Merger.

                                     A-38
<PAGE>

                                                                      APPENDIX B

                        TITLE 14, CHAPTER 2, ARTICLE 13

                                     OF THE

                       GEORGIA BUSINESS CORPORATION CODE

                                  RELATING TO

                       RIGHTS OF DISSENTING SHAREHOLDERS
<PAGE>

        CHAPTER 2 OF TITLE 14 OF THE GEORGIA BUSINESS CORPORATION CODE

Part 1. Right to Dissent And Obtain Payment For Shares

(S) 14-2-1301. Definitions.

  As used in this article, the term:

    a. "Beneficial shareholder" means the person who is a beneficial owner of
  shares held in a voting trust or by a nominee as the record shareholder.

    b. "Corporate Action" means the transaction or other action by the
  corporation that creates dissenters' rights under the Code Section 14-2-
  1302.

    c. "Corporation" means the issuer of shares held by a dissenter before
  the corporate action, or the surviving or acquiring corporation by merger
  or share exchange of that issuer.

    d. "Dissenter" means a shareholder who is entitled to dissent from
  corporate action under Code Section 14-2-1302 and who exercises that right
  when and in the manner required by Code Sections 14-2-1320 through 14-2-
  1327.

    e. "Fair value," with respect to a dissenter's shares, means the value of
  the shares immediately before the effectuation of the corporate action to
  which the dissenter objects, excluding any appreciation or depreciation in
  anticipation of the corporate action.

    f. "Interest" means interest from the effective date of the corporate
  action until the date of payment, at a rate that is fair and equitable
  under all the circumstances.

    g. "Record shareholder" means the person in whose name shares are
  registered in the records of a corporation or the beneficial owner of
  shares to the extent of the rights granted by a nominee certificate on file
  with a corporation.

    h. "Shareholder" means the record shareholder or the beneficial
  shareholder.

(S) 14-2-1302. Right to Dissent.

  a. A record shareholder of the corporation is entitled to dissent from, and
obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:

    (1) Consummation of a plan of merger to which the corporation is a party:

      (A) If approval of the shareholders of the corporation is required
    for the merger by Code Section 14-2-1103 or 14-2-1104 or the articles
    of incorporation and the shareholder is entitled to vote on the merger;
    or

      (B) If the corporation is a subsidiary that is merged with its parent
    under Code Section 14-2-1104;

    (2) Consummation of a plan of share exchange to which the corporation is
  a party as the corporation whose shares will be acquired, if the
  shareholder is entitled to vote on the plan;

    (3) Consummation of a sale or exchange of all or substantially all of the
  property of the corporation if a shareholder vote is required on the sale
  or exchange pursuant to Code Section 14-2-1202, but not including a sale
  pursuant to court order or a sale for cash pursuant to a plan by which all
  or substantially all of the net proceeds of the sale will be distributed to
  the shareholders within one year after the date of sale;

    (4) An amendment of the articles of incorporation that materially and
  adversely affects rights in respect of a dissenter's shares because it:

      (A) Alters or abolishes a preferential right of the shares;

      (B) Creates, alters, or abolishes a right in respect of redemption,
    including a provision respecting a sinking fund for the redemption or
    repurchase, of the shares;

      (C) Alters or abolishes a preemptive right of the holder of the
    shares to acquire shares or other securities;

                                      B-1
<PAGE>

      (D) Excludes or limits the right of the shares to vote on any matter,
    or to cumulate votes, other than a limitation by dilution through
    issuance of shares or other securities with similar voting rights;

      (E) Reduces the number of shares owned by the shareholder to a
    fraction of a share if the fractional share so created is to be
    acquired for cash under Code Section 14-2-604; or

      (F) Cancels, redeems, or repurchases all or part of the shares of the
    class; or

    (5) Any corporate action taken pursuant to a shareholder vote to the
  extent that Article 9 of this chapter, the articles of incorporation,
  bylaws, or a resolution of the board of directors provides that voting or
  nonvoting shareholders are entitled to dissent and obtain payment for their
  shares.

  (b) A shareholder entitled to dissent and obtain payment for his shares
under this article may not challenge the corporate action creating his
entitlement unless the corporate action fails to comply with the procedural
requirements of this chapter or the articles of incorporation or bylaws of the
corporation or the vote required to obtain approval of the corporation action
was obtained by fraudulent and deceptive means, regardless of whether the
shareholder has exercised dissenter's rights.

  (c) Notwithstanding any other provision of this article, there shall be no
right of dissent in favor of the holder of shares of any class or series
which, at the record date fixed to determine the shareholders entitled to
receive notice of and to vote at a meeting at which a plan of merger or share
exchange or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:

    (1) In the case of a plan of merger or share exchange, the holders of
  shares of the class or series are required under the plan of merger or
  share exchange to accept for their shares anything except shares of the
  surviving corporation or another publicly held corporation which at the
  effective date of the merger or share exchange are either listed on a
  national securities exchange or held of record by more than 2,000
  shareholders, except for scrip or cash payments in lieu of fractional
  shares; or

    (2) The articles of incorporation or a resolution of the board of
  directors approving the transaction provides otherwise.

(S) 14-2-1303. Dissent by Nominees and Beneficial Owners.

  A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one beneficial shareholder and notifies the
corporation in writing of the name and address of each person on whose behalf
he asserts dissenters' rights. The rights of a partial dissenter under this
Code section are determined as if the shares as to which he dissents and his
other shares were registered in the names of different shareholders.

Part 2. Procedure For Exercise of Dissenters' Rights

(S) 14-2-1320. Notice of Dissenters' Rights.

  (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this article and be accompanied by a copy of this
article.

  (b) If corporate action creating dissenter's rights under Code Section 14-2-
1302 is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenter's notice described in Code Section 14-2-
1322 no later than ten days after the corporate action was taken.

                                      B-2
<PAGE>

(S) 14-2-1321. Notice of Intent to Demand Payment.

  (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record
shareholder who wishes to assert dissenters' rights:

    (1) must deliver to the corporation before the vote is taken written
  notice of his intent to demand payment for his shares if the proposed
  action is effectuated; and

    (2) must not vote his shares in favor of the proposed action.

  (b) A record shareholder who does not satisfy the requirements of subsection
(a) of this Code section is not entitled to payment for his shares under this
article.

(S) 14-2-1322. Dissenters' Notice.

  (a) If proposed corporate action created dissenters' rights under Code
Section 14-2-1302 is authorized at a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who satisfied
the requirements of Code Section 14-2-1321.

  (b) The dissenters' notice must be sent no later than ten days after the
corporate action was taken and must;

    (1) State where the payment demand must be sent and where and when
  certificates for certificated shares must be deposited;

    (2) Inform holders of uncertificated shares to what extent transfer of
  the shares will be restricted after the payment demand is received;

    (3) Set a date by which the corporation must receive the payment demand,
  which date may not be fewer than 30 nor more than 60 days after the date
  the notice required in subsection (a) of this Code section is delivered;
  and

    (4) Be accompanied by a copy of this article.

(S) 14-2-1323. Duty to Demand Payment.

  (a) A record shareholder sent a dissenters' notice described in Code Section
14-2-1322 must demand payment and deposit his certificates in accordance with
the terms of the notice.

  (b) A record shareholder who demands payment and deposits his shares under
subsection (a) of this Code section retains all other rights of a shareholder
until these rights are cancelled or modified by the taking of the proposed
corporate action.

  (c) A record shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice,
is not entitled to payment for his shares under this article.

(S) 14-2-1324.  Share Restrictions.

  (a) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under Code Section 14-2-1326.

  (b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
cancelled or modified by the taking of the proposed corporate action.

(S) 14-2-1325. Offer of Payment.

  (a) Except as provided in Code Section 14-2-1327, within ten days of the
later of the date the proposed corporate action is taken or receipt of a
payment demand, the corporation shall by notice to each dissenter who

                                      B-3
<PAGE>

complied with Code Section 14-2-1323 offer to pay to such dissenter the amount
the corporation estimates to be the fair value of his or her shares, plus
accrued interest.

  (b) The offer of payment must be accompanied by:

    (1) The corporation's balance sheet as of the end of a fiscal year ending
  not more than 16 months before the date of payment, an income statement for
  that year, a statement of changes in shareholders' equity for that year,
  and the latest available interim financial statements, if any;

    (2) A statement of the corporation's estimate of the fair value of the
  shares;

    (3) An explanation of how the interest was calculated;

    (4) A statement of the dissenter's right to demand payment under Code
  Section 14-2-1327; and

    (5) A copy of this article.

  (c) If the shareholder accepts the corporation's offer by written notice to
the corporation within 30 days after the corporation's offer or is deemed to
have accepted such offer by failure to respond within said 30 days, payment
for his or her shares shall be made within 60 days after the making of the
offer or the taking of the proposed corporate action, whichever is later.

(S)14-2-1326. Failure to Take Action.

  (a) If the corporation does not take the proposed action within 60 days
after the date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and release the
transfer restrictions imposed on uncertified shares.

  (b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.

(S) 14-2-1327. Procedure if Shareholder Dissatisfied With Payment or Offer.

  (a) A dissenter may notify the corporation in writing of his own estimate of
the fair value of his shares and amount of interest due, and demand payment of
his estimate of the fair value of his shares and interest due, if:

    (1) The dissenter believes that the amount offered under Code Section 14-
  2-1325 is less than the fair value of his shares or that the interest due
  is incorrectly calculated; or

    (2) The corporation, having failed to take the proposed action, does not
  return the deposited certificates or release the transfer restrictions
  imposed on uncertificated shares within 60 days after the date set for
  demanding payment.

  (b) A dissenter waives his or her right to demand payment under this Code
section and is deemed to have accepted the corporation's offer unless he or
she notifies the corporation of his or her demand in writing under subsection
(a) of this Code section within 30 days after the corporation offered payment
for his or her shares, as provided in Code Section 14-2-1325.

  (c) If the corporation does not offer payment within the time set forth in
subsection (a) of Code Section 14-2-1325:

    (1) The shareholder may demand the information required under subsection
  (b) of Code Section 14-2-1325, and the corporation shall provide the
  information to the shareholder within ten days after receipt of a written
  demand for the information; and

    (2) The shareholder may at any time, subject to the limitations period of
  Code Section 14-2-1332, notify the corporation of his own estimate of the
  fair value of his shares and the amount of interest due and demand payment
  of his estimate of the fair value of his shares and interest due.

                                      B-4
<PAGE>

Part 3. Judicial Appraisal of Shares.

(S)14-2-1330. Court Action.

  (a) If a demand for payment under Code Section 14-2-1327 remains unsettled,
the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the
proceeding within the 60-day period, it shall pay each dissenter whose demand
remains unsettled the amount demanded.

  (b) The corporation shall commence the proceeding, which shall be a nonjury
equitable valuation proceeding, in the superior court of the county where a
corporation's registered office is located. If the surviving corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the registered
office of the domestic corporation merged with or whose shares were acquired
by the foreign corporation was located.

  (c) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding, which
shall have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the manner provided
by law for the service of a summons and complaint, and upon each nonresident
dissenting shareholder either by registered or certified mail or by
publication, or in any other manner permitted by law.

  (d) The jurisdiction of the court in which the proceeding is commenced under
subsection (b) of this Code section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers
described in the order appointing them or in any amendment to it. Except as
otherwise provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect to
dissenters' rights under this chapter.

  (e) Each dissenter made a party to the proceeding is entitled to judgment
for the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment.

(S) 14-2-1331. Court Costs and Counsel Fees.

  (a) The court in an appraisal proceeding commenced under Code Section 14-2-
1330 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court, but not
including fees and expenses of attorneys and experts for the respective
parties. The court shall assess the costs against the corporation, except that
the court may assess the costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent the court finds the
dissenters acted arbitrarily, vexatiously, or not in good faith in demanding
payment under Code Section 14-2-1327.

  (b) The court may also asses the fees and expenses of attorneys and experts
for the respective parties, in amounts the court finds equitable:

    (1) Against the corporation and in favor of any or all dissenters if the
  court finds the corporation did not substantially comply with the
  requirements of Code Sections 14-2-1320 through 14-2-1327; or

    (2) Against either the corporation or a dissenter, in favor of any other
  party, if the court finds that the party against whom the fees and expenses
  are assessed acted arbitrarily, vexatiously, or not in good faith with
  respect to the rights provided by this article.

  (c) If the court finds that the services of attorneys for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these attorneys reasonable fees to be paid out of the
amounts awarded the dissenters who were benefited.

                                      B-5
<PAGE>

(S) 14-2-1332. Limitation of Actions.

  No action by any dissenter to enforce dissenters' rights shall be brought
more than three years after the corporate action was taken, regardless of
whether notice of the corporate action and of the right to dissent was given by
the corporation in compliance with the provisions of Code Section 14-2-1320 and
Code Section 14-2-1322.

                                      B-6
<PAGE>

                PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

  Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation
Act contain specific provisions relating to indemnification of directors and
officers of North Carolina corporations. In general, such sections provide
that: (i) a corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a party because of
his status as such, unless limited by the articles of incorporation, and (ii)
a corporation may indemnify a director or officer if he is not wholly
successful in such defense if it is determined as provided by statute that the
director or officer meets a certain standard of conduct, except that when a
director or officer is liable to the corporation or is adjudged liable on the
basis that personal benefit was improperly received by him, the corporation
may not indemnify him. A director or officer of a corporation who is a party
to a proceeding may also apply to a court for indemnification, and the court
may order indemnification under certain circumstances set forth in statute. A
corporation may, in its articles of incorporation or bylaws or by contract or
resolution of the board of directors, provide indemnification in addition to
that provided by statute, subject to certain conditions.

  The registrant's bylaws provide for the indemnification of any director or
officer of the registrant against liabilities and litigation expenses arising
out of his status as such, excluding: (i) any liabilities or litigation
expenses relating to activities that were at the time taken known or believed
by such person to be clearly in conflict with the best interest of the
registrant and (ii) that portion of any liabilities or litigation expenses
with respect to which such person is entitled to receive payment under any
insurance policy.

  The registrant's articles of incorporation provide for the elimination of
the personal liability of each director of the registrant to the fullest
extent permitted by law.

  The registrant maintains directors' and officers' liability insurance that,
in general, insures: (i) the registrant's directors and officers against loss
by reason of any of their wrongful acts and (ii) the registrant against loss
arising from claims against the directors and officers by reason of their
wrongful acts, all subject to the terms and conditions contained in the
policy.

  Certain rules of the Federal Deposit Insurance Corporation limit the ability
of certain depository institutions, their subsidiaries and their affiliated
depository institution holding companies to indemnify affiliated parties,
including institution directors. In general, subject to the ability to
purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with
regard to an administrative or enforcement action commenced by any federal
banking agency that results in a final order or settlement pursuant to which
the director is assessed a civil money penalty, removed from office,
prohibited from participating in the affairs of an insured depository
institution or required to cease and desist from or take an affirmative action
described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C. (S)
1818(b)).

                                     II-1
<PAGE>

ITEM 21. Exhibits and Financial Statement Schedules

  (a) The following documents are filed as exhibits to this registration
statement on Form S-4:

<TABLE>
<CAPTION>
 Exhibit
   No.                                Description
 -------                              -----------
 <C>     <S>
  2      Agreement and Plan of Reorganization dated as of November 16, 1999
         between BB&T Corporation and Hardwick Holding Company (included as
         Appendix A to the Proxy Statement/Prospectus)
  5      Opinion of Womble Carlyle Sandridge & Rice, PLLC*
  8      Opinion of Womble Carlyle Sandridge & Rice, PLLC*
 23(a)   Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit
         5)*
 23(b)   Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit
         8)*
 23(c)   Consent of Arthur Andersen LLP*
 23(d)   Consent of Arthur Andersen LLP*
 24      Power of Attorney
 99(a)   Form of Hardwick Holding Company Proxy Card
 99(b)   Option Agreement dated November 16, 1999 between BB&T Corporation and
         Hardwick Holding Company
</TABLE>
- --------
  *  To be filed by amendment

  (b) Financial statement schedules: Not applicable.

ITEM 22. Undertakings

  A. The undersigned registrant hereby undertakes:

    1. To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement; and

      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement.

    2. That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

    3. To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination
  of the offering.

  B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                     II-2
<PAGE>

  C. The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.

  D. The registrant undertakes that every prospectus (i) that is filed
pursuant to Paragraph (C) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

  E. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

  F. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

  G. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                     II-3
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Winston-Salem, State of North Carolina, on February 28, 2000.

                                          BB&T Corporation

                                                 /s/ Jerone C. Herring
                                          By:    ______________________________
                                                    Jerone C. Herring
                                               Executive Vice President and
                                                         Secretary

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities indicated on February 28, 2000.

<TABLE>
<CAPTION>
              Signature                                  Title
              ---------                                  -----
<S>                                    <C>
     /s/ John A. Allison IV*           Chairman of the Board and Chief Executive
______________________________________  Officer (principal executive officer)
          John A. Allison IV
        /s/ Scott E. Reed*             Senior Executive Vice President and Chief
______________________________________  Financial Officer (principal financial
            Scott E. Reed               officer)
      /s/ Sherry A. Kellett*           Executive Vice President and Controller
______________________________________  (principal accounting officer)
          Sherry A. Kellett
      /s/ Paul B. Barringer*           Director
______________________________________
          Paul B. Barringer
     /s/ Alfred E. Cleveland*          Director
______________________________________
         Alfred E. Cleveland
   /s/ W. R. Cuthbertson, Jr.*         Director
______________________________________
        W. R. Cuthbertson, Jr.
       /s/ Ronald E. Deal*             Director
______________________________________
            Ronald E. Deal
      /s/ A. J. Dooley, Sr.*           Director
______________________________________
          A. J. Dooley, Sr.

          /s/ Tom D. Efird*            Director
______________________________________
             Tom D. Efird
      /s/ Paul S. Goldsmith*           Director
______________________________________
          Paul S. Goldsmith
</TABLE>


                                     II-4
<PAGE>

<TABLE>
<CAPTION>
              Signature                Title
              ---------                -----
<S>                                    <C>
     /s/ L. Vincent Hackley*           Director
______________________________________
          L. Vincent Hackley
        /s/ Jane P. Helm*              Director
______________________________________
             Jane P. Helm
    /s/ Richard Janeway, M.D.*         Director
______________________________________
        Richard Janeway, M.D.
   /s/ J. Ernest Lathem, M.D.*         Director
______________________________________
        J. Ernest Lathem, M.D.
      /s/ James H. Maynard*            Director
______________________________________
           James H. Maynard
   /s/ Joseph A. McAleer, Jr.*         Director
______________________________________
        Joseph A. McAleer, Jr.
     /s/ Albert O. McCauley*           Director
______________________________________
          Albert O. McCauley
                                       Director
______________________________________
        Richard L. Player, Jr.
  /s/ C. Edward Pleasants, Jr.*        Director
______________________________________
       C. Edward Pleasants, Jr.
       /s/ Nido R. Qubein*             Director
______________________________________
            Nido R. Qubein
       /s/ E. Rhone Sasser*            Director
______________________________________
           E. Rhone Sasser
                                       Director
______________________________________
             Jack E. Shaw
       /s/ Harold B. Wells*            Director
______________________________________
           Harold B. Wells
      /s/ Jerone C. Herring
*By: _________________________________
          Jerone C. Herring
           Attorney-in-Fact
</TABLE>

                                      II-5

<PAGE>

                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

     Each of the undersigned, being a director and/or officer of BB&T
Corporation (the "Company"), hereby nominates, constitutes and appoints John A.
Allison, Scott E. Reed and Jerone C. Herring, or any one of them severally, to
be his or her true and lawful attorney-in-fact and to sign in his or her name
and on his or her behalf in any and all capacities stated below, and to file
with the Securities and Exchange Commission (the "Commission"), a Registration
Statement on Form S-4 (the "Registration Statement") relating to the issuance of
shares of the Company's common stock, $5.00 par value per share, in connection
with the acquisition by the Company of Hardwick Holding Company, a Georgia
corporation, and to file any and all amendments, including post-effective
amendments, to the Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact deems appropriate, and generally
to do all such things on his or her behalf in any and all capacities stated
below to enable the Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.

     This Power of Attorney has been signed by the following persons in the
capacities indicated on December 14, 1999.

<TABLE>
<S>                                               <C>
     /s/ John A. Allison IV                            /s/ Scott E. Reed
- -------------------------------------------       ---------------------------------------
Name:  John A. Allison IV                         Name:  Scott E. Reed
Title: Chairman of the Board and                  Title: Senior Executive Vice President
       Chief Executive Officer                           and Chief Financial Officer
       (principal executive officer)                     (principal financial officer)


     /s/ Sherry A. Kellett                             /s/ Paul B. Barringer
- -------------------------------------------       ---------------------------------------
Name:  Sherry A. Kellett                          Name:  Paul B. Barringer
Title: Executive Vice President                   Title: Director
       and Controller
       (principal accounting officer)


     /s/ Alfred E. Cleveland                           /s/ W. R. Cuthbertson, Jr.
- -------------------------------------------       ---------------------------------------
Name:  Alfred E. Cleveland                        Name:  W. R. Cuthbertson, Jr.
Title: Director                                   Title:  Director


     /s/ Ronald E. Deal                                /s/ A.J. Dooley, Sr.
- -------------------------------------------       ---------------------------------------
Name:  Ronald E. Deal                             Name:  A. J. Dooley, Sr.
Title: Director                                   Title:  Director


     /s/ Tom D. Efird                                  /s/ Paul S. Goldsmith
- -------------------------------------------       ---------------------------------------
Name:  Tom D. Efird                               Name:  Paul S. Goldsmith
Title: Director                                   Title: Director


     /s/ L. Vincent Hackley                            /s/ Jane P. Helm
- -------------------------------------------       ---------------------------------------
Name:  L. Vincent Hackley                         Name:  Jane P. Helm
Title:  Director                                  Title: Director
</TABLE>
<PAGE>

<TABLE>
<S>                                               <C>
     /s/ Richard Janeway, M.D.                         /s/ J. Ernest Lathem, M.D.
- -------------------------------------------       ---------------------------------------
Name:  Richard Janeway, M.D.                      Name:  J. Ernest Lathem, M.D.
Title: Director                                   Title:  Director


     /s/ James H. Maynard                              /s/ Joseph A. McAleer, Jr.
- -------------------------------------------       ---------------------------------------
Name:  James H. Maynard                           Name:  Joseph A. McAleer, Jr.
Title: Director                                   Title: Director

     /s/ Albert O. McCauley
- -------------------------------------------       ---------------------------------------
Name:  Albert O. McCauley                         Name:  Richard L. Player, Jr.
Title: Director                                   Title: Director


     /s/ C. Edward Pleasants, Jr.                      /s/ Nido R. Qubein
- -------------------------------------------       ---------------------------------------
Name:  C. Edward Pleasants, Jr.                   Name:  Nido R. Qubein
Title: Director                                   Title: Director

     /s/ E. Rhone Sasser
- -------------------------------------------       ---------------------------------------
Name:  E. Rhone Sasser                            Name:  Jack E. Shaw
Title: Director                                   Title: Director


     /s/ Harold B. Wells
- -------------------------------------------
Name:  Harold B. Wells
Title: Director
</TABLE>

<PAGE>

                                                                   EXHIBIT 99(a)

PROXY

                           HARDWICK HOLDING COMPANY
                              One Hardwick Square
                           Dalton, Georgia 30722-1367

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HARDWICK
HOLDING COMPANY. The undersigned hereby appoints KENNETH E. BORING,
MARSHALL R. MAULDIN AND MICHAEL ROBINSON, or any of them, as the lawful
attorneys and proxies of the undersigned, each with full power and substitution,
and hereby authorizes each of them to represent and to vote, as designated on
the reverse side hereof, all of the shares of Common Stock of Hardwick Holding
Company held of record by the undersigned on April 15, 2000 at the Special
Meeting of Shareholders to be held on June 6, 2000 and any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND
                                            ---
PLAN OF REORGANIZATION AND RELATED PLAN OF MERGER REFERENCED IN ITEM 1 AND IN
THEIR DISCRETION ON OTHER MATTERS.

                               (See Reverse Side)
<PAGE>

1.   TO APPROVE the Agreement and Plan of Reorganization dated as of
     November 16, 1999, and a related Plan of Merger and the merger provided
     therein, pursuant to which Hardwick Holding Company will merge with and
     into BB&T Corporation, and each outstanding share of Common Stock of
     Hardwick Holding Company will be converted into the right to receive shares
     of Common Stock of BB&T, as described in the accompanying proxy
     statement/prospectus. The Agreement and Plan of Reorganization and the 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.
Please sign exactly as your name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. This Proxy votes all
shares held in all capacities.

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

DATED: __________________________, 2000

Signature___________________________________

DATED: __________________________, 2000

Signature___________________________________

<PAGE>

                                                                   EXHIBIT 99(b)

                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of November 16, 1999 by and between HARDWICK HOLDING COMPANY, a Georgia
corporation ("Hardwick" or "Issuer"), and BB&T CORPORATION, a North Carolina
corporation ("Grantee").

                                R E C I T A L S:
                                - - - - - - - -

     WHEREAS, Grantee and Issuer have entered into that certain Agreement and
Plan of Reorganization, dated this date (the "Merger Agreement"), providing for,
among other things, the merger of Issuer with and into Grantee; and

     WHEREAS, as a condition and inducement to Grantee's execution of the Merger
Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to
grant to Grantee the Option (as defined below);

     NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements set forth herein and in the Merger
Agreement, and intending to be legally bound hereby, Issuer and Grantee agree as
follows:

     1.   Defined Terms.  Capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

     2.   Grant of Option.  Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 835,000 shares (as adjusted as set forth herein, the "Option
Shares," which term shall refer to the Option Shares before and after any
transfer of such Option Shares), of the common stock of Issuer, par value $.50
per share ("Issuer Common Stock"), at a purchase price per Option Share (subject
to adjustment as set forth herein, the "Purchase Price") equal to $26.00.

     3.   Exercise of Option.

          (a)  Provided that (i) Grantee or Holder (as hereinafter defined), as
applicable, shall not be in material breach of its agreements or covenants
contained in this Agreement or the Merger Agreement, and (ii) no preliminary or
permanent injunction or other order against the delivery of shares covered by
the Option issued by any court of competent jurisdiction in the United States
shall be in effect, Holder may exercise the Option, in whole or in part, at any
time and from time to time following the occurrence of a Purchase Event (as
hereinafter defined); provided, that the Option shall terminate and be of no
further force and effect upon the earliest to occur of (A) the Effective Time,
(B) subject to clause (E) below, termination of the Merger Agreement in
accordance with the terms thereof prior to the occurrence of a Purchase Event or
a Preliminary Purchase Event (as hereinafter defined) (other than a termination
of the Merger Agreement by Grantee pursuant to Section 7.1(b) thereof (a
"Default Termination")), (C) 12 months after a Default Termination, (D) 12
months after any termination of the Merger Agreement (other than a Default
Termination) following the occurrence of a Purchase Event or a Preliminary
Purchase Event, and (E) subject to clause (D) above, 12 months after termination
of the Merger Agreement pursuant to Section 7.1(e) thereof; provided further,
that any purchase of shares upon exercise of the Option shall be subject to
compliance with applicable law, including, without limitation, the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). Subject to compliance with
Section 12(h) hereof, the term "Holder" shall mean the holder or holders of the
Option from time to time, including
<PAGE>

initially Grantee. The rights set forth in Section 8 hereof shall terminate when
the right to exercise the Option terminates (other than as a result of a
complete exercise of the Option) as set forth herein.

          (b)  As used herein, a "Purchase Event" means any of the following
events subsequent to the date of this Agreement:

               (i)  without Grantee's prior written consent, Issuer shall have
     authorized, recommended, publicly proposed or publicly announced an
     intention to authorize, recommend or propose, or entered into an agreement
     with any person (other than Grantee or any Subsidiary of Grantee) to effect
     an Acquisition Transaction (as defined below). As used herein, the term
     "Acquisition Transaction" shall mean (A) a merger, consolidation or similar
     transaction involving Issuer or any of its Subsidiaries (other than
     transactions solely between Issuer's Subsidiaries or between Issuer's
     Subsidiaries and Issuer), (B) the disposition, by sale, lease, exchange or
     otherwise, of assets of Issuer or any of its Subsidiaries representing in
     either case 15% or more of the consolidated assets of Issuer and its
     Subsidiaries (other than a sale of loan receivables in a financing
     transaction in the normal course of business consistent with past
     practices), or (C) the issuance, sale or other disposition (including by
     way of merger, consolidation, share exchange or any similar transaction) of
     securities representing 15% or more of the voting power of Issuer or any of
     its Subsidiaries; or

               (ii) any person (other than Grantee or any Subsidiary of Grantee)
     shall have acquired beneficial ownership (as such term is defined in
     Rule 13d-3 promulgated under the Exchange Act) of or the right to acquire
     beneficial ownership of, or any "group" (as such term is defined under the
     Exchange Act), other than a group of which Grantee or any of the
     Subsidiaries of Grantee is a member, shall have been formed which
     beneficially owns or has the right to acquire beneficial ownership of, 15%
     or more of the then-outstanding shares of Issuer Common Stock.

          (c)  As used herein, a "Preliminary Purchase Event" means any of the
following events:

               (i)  any person (other than Grantee or any Subsidiary of Grantee)
   shall have commenced (as such term is defined in Rule 14d-2 under the
   Exchange Act), or shall have filed a registration statement under the
   Securities Act with respect to, a tender offer or exchange offer to purchase
   any shares of Issuer Common Stock such that, upon consummation of such offer,
   such person would own or control 15% or more of the then-outstanding shares
   of Issuer Common Stock (such an offer being referred to herein as a "Tender
   Offer" or an "Exchange Offer," respectively); or

               (ii) the holders of Issuer Common Stock shall not have approved
   the Merger Agreement at the meeting of such shareholders held for the purpose
   of voting on the Merger Agreement, such meeting shall not have been held or
   shall have been canceled prior to termination of the Merger Agreement, or
   Issuer's Board of Directors shall have withdrawn or modified in a manner
   adverse to Grantee the recommendation of Issuer's Board of Directors with
   respect to the Merger Agreement, in each case after any person (other than
   Grantee or any Subsidiary of Grantee) shall have (A) made, or disclosed an
   intention to make, a proposal to engage in an Acquisition Transaction, (B)
   commenced a Tender Offer or filed a registration statement under the
   Securities Act with respect to an Exchange Offer, or (C) filed an application
   (or given a notice), whether in draft or final form, under any federal or
   state statute or regulation (including an application or notice filed under
   the BHC Act, the Bank Merger Act, the Home Owners' Loan Act or the Change in
   Bank Control Act of 1978) seeking the consent to an Acquisition Transaction
   from any federal or state governmental or regulatory authority or agency.

As used in this Agreement, "person" shall have the meaning specified in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

          (d)  Notwithstanding the foregoing, the obligation of Hardwick to
issue Option Shares upon exercise of the Option shall be deferred (but shall not
terminate): (i) until the receipt of all required governmental or regulatory
approvals or consents necessary for Hardwick to issue the Option Shares or
Holder to exercise the Option, or until the
<PAGE>

expiration or termination of any waiting period required by law, or (ii) so long
as any injunction or other order, decree or ruling issued by any federal or
state court of competent jurisdiction is in effect which prohibits the sale or
delivery of the Option Shares.

          (e)  In the event Holder wishes to exercise the Option, it shall send
to Issuer a written notice (the date of which being herein referred to as the
"Notice Date") specifying (i) the total number of Option Shares it intends to
purchase pursuant to such exercise and (ii) a place and date not earlier than
three business days nor later than 15 business days from the Notice Date for the
closing (the "Closing") of such purchase (the "Closing Date"). If prior consent
of any governmental or regulatory agency or authority is required in connection
with such purchase, Issuer shall cooperate with Holder in the filing of the
required notice or application for such consent and the obtaining of such
consent at Holder's expense, and the Closing shall occur not earlier than three
business days nor later than 15 business days following receipt of such consents
(and expiration of any mandatory waiting periods).

     4.   Payment and Delivery of Certificates.

          (a)  On each Closing Date, Holder shall (i) pay to Issuer, in
immediately available funds by wire transfer to a bank account designated by
Issuer, an amount equal to the Purchase Price multiplied by the number of Option
Shares to be purchased on such Closing Date, and (ii) present and surrender this
Agreement to the Issuer at the address of the Issuer referenced in Section 12(f)
hereof.

          (b)  At each Closing, simultaneously with the delivery of immediately
available funds and surrender of this Agreement as provided in Section 4(a)
hereof, (i) Issuer shall deliver to Holder (A) a certificate or certificates
representing the Option Shares to be purchased at such Closing, which Option
Shares shall be free and clear of all liens, claims, charges and encumbrances of
any kind whatsoever and subject to no preemptive rights, and (B) if the Option
is exercised in part only, an executed new agreement with the same terms as this
Agreement evidencing the right to purchase the balance of the shares of Issuer
Common Stock purchasable hereunder, and (ii) Holder shall deliver to Issuer a
letter evidencing Holder's agreement not to offer, sell or otherwise dispose of
such Option Shares in violation of applicable federal and state law or of the
provisions of this Agreement.

          (c)  In addition to any other legend that is required by applicable
law, certificates for the Option Shares delivered at each Closing shall be
endorsed with a restrictive legend which shall read substantially as follows:

          THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS
          SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, AND PURSUANT TO THE TERMS OF A STOCK
          OPTION AGREEMENT DATED AS OF NOVEMBER 16, 1999. A COPY OF
          SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT
          CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST
          THEREFOR.

It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Holder shall have delivered
to Issuer a copy of a letter from the staff of the Commission, or an opinion of
counsel in form and substance reasonably satisfactory to Issuer and its counsel,
to the effect that such legend is not required for purposes of the Securities
Act.

     5.   Representations and Warranties of Issuer. Issuer hereby represents and
warrants to Grantee as follows:

          (a)  Issuer has all requisite corporate power and authority to enter
into this Agreement and, subject to its obtaining any approvals or consents
referred to herein, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Issuer. This Agreement has been duly executed
and delivered by Issuer.
<PAGE>

          (b)  Issuer has taken all necessary corporate and other action to
authorize and reserve and to permit it to issue and, at all times from the date
hereof until the obligation to deliver Issuer Common Stock upon the exercise of
the Option terminates, will have reserved for issuance, upon exercise of the
Option, the number of shares of Issuer Common Stock necessary for Holder to
exercise the Option, and Issuer will take all necessary corporate action to
authorize and reserve for issuance all additional shares of Issuer Common Stock
or other securities which may be issued pursuant to Section 7 hereof upon
exercise of the Option. The shares of Issuer Common Stock to be issued upon due
exercise of the Option, including all additional shares of Issuer Common Stock
or other securities which may be issuable pursuant to Section 7 hereof, upon
issuance pursuant hereto, shall be duly and validly issued, fully paid, and
nonassessable, and shall be delivered free and clear of all liens, claims,
charges, and encumbrances of any kind or nature whatsoever, including any
preemptive rights of any shareholder of Issuer.

     6.   Representations and Warranties of Grantee. Grantee hereby represents
and warrants to Issuer that:

          (a)  Grantee has all requisite corporate power and authority to enter
into this Agreement and, subject to its obtaining any approvals or consents
referred to herein, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Grantee. This Agreement has been duly executed
and delivered by Grantee.

          (b)  Grantee represents that it is acquiring the Option for Grantee's
own account and not with a view to, or for sale in connection with, any
distribution of the Option or the Option Shares. Grantee represents that it is
aware that neither the Option nor the Option Shares is the subject of a
registration statement filed with and declared effective by the Commission
pursuant to Section 5 of the Securities Act, but instead each is being offered
in reliance upon the exemption from the registration requirement provided by
Section 4(2) thereof and the representations and warranties made by Grantee in
connection therewith. Grantee represents that neither the Option nor the Option
Shares will be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Laws, and that with
respect to any transfer or other disposition proposed to be made in reliance
upon an exemption from registration, such transfer or other disposition shall
not be made unless Hardwick first receives an opinion of counsel in form and
substance reasonably acceptable to it regarding the availability of such
exemption.

     7.   Adjustment upon Changes in Capitalization, etc.

          (a)  In the event of any change in Issuer Common Stock by reason of a
stock dividend, stock split, split-up, recapitalization, combination, exchange
of shares or similar transaction, the type and number of shares or securities
subject to the Option and the Purchase Price therefor shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction so that Holder shall receive, upon exercise of the Option, the
number and class of shares or other securities or property that Holder would
have received in respect of Issuer Common Stock if the Option had been exercised
immediately prior to such event, or the record date therefor, as applicable.  If
any additional shares of Issuer Common Stock are issued after the date of this
Agreement (other than pursuant to an event described in the first sentence of
this Section 7(a)), the number of shares of Issuer Common Stock subject to the
Option shall be adjusted so that, after such issuance, it, when added to the
number of shares of Issuer Common Stock previously issued pursuant hereto,
equals 19.9% of the number of shares of Issuer Common Stock then issued and
outstanding, without giving effect to any shares subject to or issued pursuant
to the Option.

          (b)  In the event that Issuer shall enter into an agreement (prior to
termination of the Option pursuant to Section 3(a) hereof):  (i) to consolidate
with or merge into any person, other than Grantee or one of its Subsidiaries,
and Issuer shall not be the continuing or surviving corporation of such
consolidation or merger; (ii) to permit any person, other than Grantee or one of
its Subsidiaries, to merge into Issuer, and Issuer shall be the continuing or
surviving corporation, but, in connection with such merger, the then outstanding
shares of Issuer Common Stock shall be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property or
the outstanding shares of Issuer Common Stock immediately prior to such merger
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company; (iii) to permit any person, other than
<PAGE>

Grantee or one of its Subsidiaries, to acquire all of the outstanding shares of
Issuer Common Stock pursuant to a statutory share exchange; or (iv) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Grantee or one of its Subsidiaries, then, and in each such case, the
agreement governing such transaction shall make proper provisions so that the
Option shall, upon the consummation of any such transaction and upon the terms
and conditions set forth herein, be converted into, or exchanged for, an option
(the "Substitute Option"), at the election of Grantee, deemed granted by either
(x) the Acquiring Corporation (as defined below), (y) any person that controls
the Acquiring Corporation, or (z) in the case of a merger described in clause
(ii), the Issuer (in each case, such person being referred to as the "Substitute
Option Issuer").

          (c)  The Substitute Option shall have the same terms as the Option,
provided that, if the terms of the Substitute Option cannot, for legal reasons,
be identical to those of the Option, such terms shall be as similar as possible
and in no event less advantageous to Grantee. The Substitute Option Issuer shall
also enter into an agreement with the then-holder or holders of the Substitute
Option in substantially the same form as this Agreement, which agreement shall
be applicable to the Substitute Option.

          (d)  The Substitute Option shall be exercisable for such number of
shares of the Substitute Common Stock (as hereinafter defined) as is equal to
the Assigned Value (as hereinafter defined) multiplied by the number of shares
of the Issuer Common Stock for which the Option was theretofore exercisable,
divided by the Average Price (as hereinafter defined). The exercise price of the
Substitute Option per share of the Substitute Common Stock (the "Substitute
Purchase Price") shall then be equal to the Purchase Price multiplied by a
fraction in which the numerator is the number of shares of the Issuer Common
Stock for which the Option was theretofore exercisable and the denominator is
the number of shares for which the Substitute Option is exercisable.

          (e)  The following terms have the meanings indicated:

               (i)   "Acquiring Corporation" shall mean the continuing or
     surviving corporation of a consolidation or merger with Issuer (if other
     than Issuer), Issuer in a merger in which Issuer is the continuing or
     surviving person, the corporation that shall acquire all of the outstanding
     shares of Issuer Common Stock pursuant to a statutory share exchange, or
     the transferee of all or substantially all of the Issuer's assets (or the
     assets of its Subsidiaries).

               (ii)  "Substitute Common Stock" shall mean the common stock
     issued by the Substitute Option Issuer upon exercise of the Substitute
     Option.

               (iii) "Assigned Value" shall mean the highest of (x) the price
     per share of the Issuer Common Stock at which a Tender Offer or Exchange
     Offer therefor has been made by any person (other than Grantee), (y) the
     price per share of the Issuer Common Stock to be paid by any person (other
     than the Grantee) pursuant to an agreement with Issuer, and (z) the highest
     closing sales price per share of Issuer Common Stock quoted on the Nasdaq
     National Market System within the six-month period immediately preceding
     the agreement; provided, that in the event of a sale of less than all of
     Issuer's assets, the Assigned Value shall be the sum of the price paid in
     such sale for such assets and the current market value of the remaining
     assets of Issuer as determined by a nationally recognized investment
     banking firm selected by Grantee (or by a majority in interest of the
     Grantees if there shall be more than one Grantee (a "Grantee Majority")),
     divided by the number of shares of the Issuer Common Stock outstanding at
     the time of such sale. In the event that an exchange offer is made for the
     Issuer Common Stock or an agreement is entered into for a merger or
     consolidation involving consideration other than cash, the value of the
     securities or other property issuable or deliverable in exchange for the
     Issuer Common Stock shall be determined by a nationally recognized
     investment banking firm mutually selected by Grantee and Issuer (or if
     applicable, Acquiring Corporation). (If there shall be more than one
     Grantee, any such selection shall be made by a Grantee Majority.)

               (iv)  "Average Price" shall mean the average closing price of a
     share of the Substitute Common Stock for the one-year period immediately
     preceding effectiveness of the consolidation, merger, share exchange
<PAGE>

     or sale in question, but in no event higher than the closing price of the
     shares of the Substitute Common Stock on the day preceding the
     effectiveness of such consolidation, merger, share exchange or sale;
     provided, that if Issuer is the issuer of the Substitute Option, the
     Average Price shall be computed with respect to a share of common stock
     issued by Issuer, the person merging into Issuer or by any company which
     controls or is controlled by such merger person, as Grantee may elect.

          (f)  In no event pursuant to any of the foregoing sections shall the
Substitute Option be exercisable for more than 19.9% of the aggregate of the
shares of the Substitute Common Stock outstanding prior to exercise of the
Substitute Option. In the event that the Substitute Option would be exercisable
for more than 19.9% of the aggregate of the shares of Substitute Common Stock
but for this clause (f), the Substitute Option Issuer shall make a cash payment
to Grantee equal to the excess of (i) the value of the Substitute Option without
giving effect to the limitation in this clause (f) over (ii) the value of the
Substitute Option after giving effect to the limitation in this clause (f). This
difference in value shall be determined by a nationally recognized investment
banking firm selected by Grantee (or a Grantee Majority) .

          (g)  Issuer shall not enter into any transaction described in
subsection (b) of this Section 7 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder and take all other actions that may be necessary so that the
provisions of this Section 7 are given full force and effect (including, without
limitation, any action that may be necessary so that the shares of Substitute
Common Stock are in no way distinguishable from or have lesser economic value
than other shares of common stock issued by the Substitute Option Issuer).

          (h)  The provisions of Sections 8, 9, 10 and 11 hereof shall apply,
with appropriate adjustments, to any securities for which the Option becomes
exercisable pursuant to this Section 7 and, as applicable, references in such
sections to "Issuer," "Option," "Purchase Price" and "Issuer Common Stock" shall
be deemed to be references to "Substitute Option Issuer," "Substitute Option,"
"Substitute Purchase Price" and "Substitute Common Stock," respectively.

     8.   Repurchase at the Option of Holder.

          (a)  Subject to the last sentence of Section 3(a) hereof, at the
request of Holder at any time commencing upon the first occurrence of a
Repurchase Event (as defined in Section 8(d)) and ending 12 months immediately
thereafter, Issuer shall repurchase from Holder the Option and all shares of
Issuer Common Stock purchased by Holder pursuant hereto with respect to which
Holder then has beneficial ownership. The date on which Holder exercises its
rights under this Section 8 is referred to as the "Request Date." Such
repurchase shall be at an aggregate price (the "Section 8 Repurchase
Consideration") equal to the sum of:

               (i)   the aggregate Purchase Price paid by Holder for any shares
     of Issuer Common Stock acquired by Holder pursuant to the Option with
     respect to which Holder then has beneficial ownership;

               (ii)  the excess, if any, of (x) the Applicable Price (as defined
     below) for each share of Issuer Common Stock over (y) the Purchase Price
     (subject to adjustment pursuant to Section 7), multiplied by the number of
     shares of Issuer Common Stock with respect to which the Option has not been
     exercised; and

               (iii) the excess, if any, of the Applicable Price over the
     Purchase Price (subject to adjustment pursuant to Section 7) paid (or, in
     the case of Option Shares with respect to which the Option has been
     exercised but the Closing Date has not occurred, payable) by Holder for
     each share of Issuer Common Stock with respect to which the Option has been
     exercised and with respect to which Holder then has beneficial ownership,
     multiplied by the number of such shares.

          (b)  If Holder exercises its rights under this Section 8, Issuer
shall, within ten business days after the Request Date, pay the Section 8
Repurchase Consideration to Holder in immediately available funds, and
<PAGE>

contemporaneously with such payment Holder shall surrender to Issuer the Option
and the certificates evidencing the shares of Issuer Common Stock purchased
thereunder with respect to which Holder then has beneficial ownership, and
Holder shall warrant that it has sole record and beneficial ownership of such
shares and that the same are then free and clear of all liens, claims, charges
and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the
extent that prior notification to or the consent or approval of any governmental
or regulatory agency or authority is required in connection with the payment of
all or any portion of the Section 8 Repurchase Consideration, Holder shall have
the ongoing option to revoke its request for repurchase pursuant to Section 8,
in whole or in part, or to require that Issuer deliver from time to time that
portion of the Section 8 Repurchase Consideration that it is not then so
prohibited from paying and promptly file the required notice or application for
approval and expeditiously process the same (and each party shall cooperate with
the other in the filing of any such notice or application and the obtaining of
any such approval), in which case the ten business day period of time that would
otherwise run pursuant to the preceding sentence for the payment of the portion
of the Section 8 Repurchase Consideration shall run instead from the date on
which, as the case may be, any required notification period has expired or been
terminated or such approval has been obtained and, in either event, any
requisite waiting period shall have passed. If any governmental or regulatory
agency or authority disapproves of any part of Issuer's proposed repurchase
pursuant to this Section 8, Issuer shall promptly give notice of such fact to
Holder. If any governmental or regulatory agency or authority prohibits the
repurchase in part but not in whole, then Holder shall have the right (i) to
revoke the repurchase request or (ii) to the extent permitted by such agency or
authority, determine whether the repurchase should apply to the Option and/or
Option Shares and to what extent to each, and Holder shall thereupon have the
right to exercise the Option as to the number of Option Shares for which the
Option was exercisable at the Request Date less the sum of the number of shares
covered by the Option in respect of which payment has been made pursuant to
Section 8(a)(ii) and the number of shares covered by the portion of the Option
(if any) that has been repurchased. Holder shall notify Issuer of its
determination under the preceding sentence within five business days of receipt
of notice of disapproval of the repurchase.

               Notwithstanding anything herein to the contrary, all of Holder's
rights under this Section 8 shall terminate on the date of termination of this
Option pursuant to Section 3(a) hereof.

          (c)  For purposes of this Agreement, the "Applicable Price" means the
highest of (i) the highest price per share of Issuer Common Stock paid for any
such share by the person or groups described in Section 8(d)(i) hereof, (ii) the
price per share of Issuer Common Stock received by holders of Issuer Common
Stock in connection with any merger or other business combination transaction
described in Sections 7(b)(i), 7(b)(ii), 7(b)(iii) or 7(b)(iv) hereof, or (iii)
the highest closing sales price per share of Issuer Common Stock quoted on the
Nasdaq National Market (or if Issuer Common Stock is not quoted on the Nasdaq
National Market, the highest bid price per share as quoted on the principal
trading market or securities exchange on which such shares are traded as
reported by a recognized source chosen by Holder) during the 60 business days
preceding the Request Date; provided,, however, that in the event of a sale of
less than all of Issuer's assets, the Applicable Price shall be the sum of the
price paid in such sale for such assets and the current market value of the
remaining assets of Issuer as determined by an independent nationally recognized
investment banking firm selected by Holder and reasonably acceptable to Issuer
(which determination shall be conclusive for all purposes of this Agreement),
divided by the number of shares of the Issuer Common Stock outstanding at the
time of such sale. If the consideration to be offered, paid or received pursuant
to either of the foregoing clauses (i) or (ii) shall be other than in cash, the
value of such consideration shall be determined in good faith by an independent
nationally recognized investment banking firm selected by Holder and reasonably
acceptable to Issuer, which determination shall be conclusive for all purposes
of this Agreement.

          (d)  As used herein, "Repurchase Event" shall occur if (i) any person
(other than Grantee or any Subsidiary of Grantee) shall have acquired actual
ownership or control, or any "group" (as such term is defined under the Exchange
Act) shall have been formed which shall have acquired actual ownership or
control, of 50% or more of the then-outstanding shares of Issuer Common Stock,
or (ii) any of the transactions described in Section 7(b)(i), 7(b)(ii),
7(b)(iii) or 7(b)(iv) shall be consummated.

     9.   Registration Rights.
<PAGE>

          (a)  For a period of 24 months following termination of the Merger
Agreement, Issuer shall, subject to the conditions of subsection (c) below, if
requested by any Holder, including Grantee and any permitted transferee of the
Option Shares ("Selling Holder"), as expeditiously as possible prepare and file
a registration statement under the Securities Laws if necessary in order to
permit the sale or other disposition of any or all shares of Issuer Common Stock
or other securities that have been acquired by or are issuable to Selling Holder
upon exercise of the Option in accordance with the intended method of sale or
other disposition stated by the Selling Holder in such request, including,
without limitation, a "shelf" registration statement under Rule 415 under the
Securities Act or any successor provision, and Issuer shall use its best efforts
to qualify such shares or other securities for sale under any applicable state
securities laws.

          (b)  If Issuer at any time after the exercise of the Option proposes
to register any shares of Issuer Common Stock under the Securities Laws in
connection with an underwritten public offering of such Issuer Common Stock,
Issuer will promptly give written notice to Holder of its intention to do so
and, upon the written request of Holder given within 30 days after receipt of
any such notice (which request shall specify the number of shares of Issuer
Common Stock intended to be included in such underwritten public offering by
Selling Holder), Issuer will cause all such shares, the holders of which shall
have requested participation in such registration, to be so registered and
included in such underwritten public offering; provided,, that Issuer may elect
to cause any such shares not to be so registered (i) if the underwriters in good
faith object for a valid business reason, or (ii) in the case of a registration
solely to implement a dividend reinvestment or similar plan, an employee benefit
plan or a registration filed on Form S-4 or any successor form, or a
registration filed on a form which does not permit registration of resales;
provided,, further, that such election pursuant to clause (i) may be made only
one time. If some but not all the shares of Issuer Common Stock, with respect to
which Issuer shall have received requests for registration pursuant to this
subsection (b), shall be excluded from such registration, Issuer shall make
appropriate allocation of shares to be registered among Selling Holders and any
other person (other than Issuer or any person exercising demand registration
rights in connection with such registration) who or which is permitted to
register their shares of Issuer Common Stock in connection with such
registration pro rata in the proportion that the number of shares requested to
be registered by each Selling Holder bears to the total number of shares
requested to be registered by all persons then desiring to have Issuer Common
Stock registered for sale.

          (c)  Issuer shall use all reasonable efforts to cause each
registration statement referred to in subsection (a) above to become effective
and to obtain all consents or waivers of other parties which are required
therefor and to keep such registration statement effective, provided,, that
Issuer may delay any registration of Option Shares required pursuant to
subsection (a) above for a period not exceeding 90 days in the event that Issuer
shall in good faith determine that any such registration would adversely affect
an offering or contemplated offering of other securities by Issuer, and Issuer
shall not be required to register Option Shares under the Securities Laws
pursuant to subsection (a) above:

               (i)   prior to the occurrence of a Purchase Event;

               (ii)  on more than two occasions;

               (iii) more than once during any calendar year;

               (iv)  within 90 days after the effective date of a registration
     referred to in subsection (b) above pursuant to which the Selling Holders
     concerned were afforded the opportunity to register such shares under the
     Securities Laws and such shares were registered as requested; and

               (v)   unless a request therefor is made to Issuer by Selling
     Holders holding at least 25% or more of the aggregate number of Option
     Shares then outstanding.

               In addition to the foregoing, Issuer shall not be required to
maintain the effectiveness of any registration statement after the expiration of
nine months from the effective date of such registration statement. Issuer shall
use all reasonable efforts to make any filings, and take all steps, under all
applicable state securities laws to the extent necessary to permit the sale or
other disposition of the Option Shares so registered in accordance with the
<PAGE>

intended method of distribution for such shares, provided, that Issuer shall not
be required to consent to general jurisdiction or qualify to do business in any
state where it is not otherwise required to so consent to such jurisdiction or
to so qualify to do business.

          (d)  Except where applicable state law prohibits such payments, Issuer
will pay all expenses (including without limitation registration fees,
qualification fees, blue sky fees and expenses (including the fees and expenses
of counsel), accounting expenses, legal expenses, including reasonable fees and
expenses of one counsel to the Selling Holders whose Option Shares are being
registered, printing expenses, reasonable expenses of underwriters, excluding
discounts and commissions but including liability insurance if Issuer so desires
or the underwriters so require, and the reasonable fees and expenses of any
necessary special experts) in connection with each registration pursuant to
subsection (a) or (b) above (including the related offerings and sales by
Selling Holders) and all other qualifications, notifications or exemptions
pursuant to subsection (a) or (b) above.  Underwriting discounts and commissions
relating to Option Shares and any other expenses incurred by such Selling
Holders in connection with any such registration shall be borne by such Selling
Holders.

          (e)  In connection with any registration under subsection (a) or (b)
above Issuer hereby indemnifies the Selling Holders, and each underwriter
thereof, including each person, if any, who controls such holder or underwriter
within the meaning of Section 15 of the Securities Act, against all expenses,
losses, claims, damages and liabilities caused by any untrue statement of a
material fact contained in any registration statement or prospectus or
notification or offering circular (including any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such expenses, losses,
claims, damages or liabilities of such indemnified party are caused by any
untrue statement or alleged untrue statement or omission or alleged omission
that was included by Issuer in any such registration statement or prospectus or
notification or offering circular (including any amendments or supplements
thereto) in reliance upon and in conformity with, information furnished in
writing to Issuer by such indemnified party expressly for use therein, and
Issuer and each officer, director and controlling person of Issuer shall be
indemnified by such Selling Holder, or by such underwriter, as the case may be,
for all such expenses, losses, claims, damages and liabilities caused by any
untrue or alleged untrue statement or omission or alleged omission that was
included by Issuer in any such registration statement or prospectus or
notification or offering circular (including any amendments or supplements
thereto) in reliance upon, and in conformity with, information furnished in
writing to Issuer by such holder or such underwriter, as the case may be,
expressly for such use.

          Promptly upon receipt by a party indemnified under this subsection (e)
of notice of the commencement of any action against such indemnified party in
respect of which indemnity or reimbursement may be sought against any
indemnifying party under this subsection (e), such indemnified party shall
notify the indemnifying party in writing of the commencement of such action, but
the failure so to notify the indemnifying party shall not relieve it of any
liability which it may otherwise have to any indemnified party under this
subsection (e). In case notice of commencement of any such action shall be given
to the indemnifying party as above provided, the indemnifying party shall be
entitled to participate in and, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and satisfactory to such
indemnified party. The indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel (other than reasonable costs of investigation)
shall be paid by the indemnified party unless (i) the indemnifying party agrees
to pay them, (ii) the indemnifying party fails to assume the defense of such
action with counsel satisfactory to the indemnified party, or (iii) the
indemnified party has been advised by counsel that one or more legal defenses
may be available to the indemnifying party that may be contrary to the interest
of the indemnified party, in which case the indemnifying party shall be entitled
to assume the defense of such action notwithstanding its obligation to bear fees
and expenses of such counsel. No indemnifying party shall be liable for any
settlement entered into without its consent, which consent may not be
unreasonably withheld.

          If the indemnification provided, for in this subsection (e) is
unavailable to a party otherwise entitled to be indemnified in respect of any
expenses, losses, claims, damages or liabilities referred to herein, then the
indemnifying party, in lieu of indemnifying such party otherwise entitled to be
indemnified, shall contribute to the
<PAGE>

amount paid or payable by such party to be indemnified as a result of such
expenses, losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative benefits received by Issuer, all Selling
Holders and the underwriters from the offering of the securities and also the
relative fault of Issuer, all Selling Holders and the underwriters in connection
with the statements or omissions which resulted in such expenses, losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The amount paid or payable by a party as a result of the
expenses, losses, claims, damages and liabilities referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any action or claim;
provided,, that in no case shall any Selling Holder be responsible, in the
aggregate, for any amount in excess of the net offering proceeds attributable to
its Option Shares included in the offering. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any obligation by any holder to indemnify shall be
several and not joint with other holders.

               In connection with any registration pursuant to subsection (a) or
(b) above, Issuer and each Selling Holder (other than Grantee) shall enter into
an agreement containing the indemnification provisions of this subsection (e).

          (f)  Issuer shall comply with all reporting requirements and will do
all such other things as may be necessary to permit the expeditious sale at any
time of any Option Shares by the Selling Holders in accordance with and to the
extent permitted by any rule or regulation promulgated by the Commission from
time to time, including, without limitation, Rules 144 and 144A. Issuer shall at
its expense provide the Selling Holders with any information necessary in
connection with the completion and filing of any reports or forms required to be
filed by them under the Securities Laws, or required pursuant to any state
securities laws or the rules of any stock exchange.

          (g)  Issuer will pay all stamp taxes in connection with the issuance
and the sale of the Option Shares and in connection with the exercise of the
Option, and will save Holder harmless, without limitation as to time, against
any and all liabilities, with respect to all such taxes.

     10.  Quotation; Listing.  If Issuer Common Stock or any other securities to
be acquired upon exercise of the Option are then authorized for quotation or
trading or listing on the Nasdaq National Market or any other securities
exchange or any automated quotations system maintained by a self-regulatory
organization, Issuer will promptly file an application, if required, to
authorize for quotation or trading or listing the shares of Issuer Common Stock
or other securities to be acquired upon exercise of the Option on the Nasdaq
National Market or any other securities exchange or any automated quotations
system maintained by a self-regulatory organization and will use its best
efforts to obtain approval, if required, of such quotation or listing as soon as
practicable.

     11.  Division of Option.  This Agreement (and the Option granted hereby) is
exchangeable, without expense, at the option of Holder, upon presentation and
surrender of this Agreement at the principal office of Issuer for other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase in the aggregate the same number of shares of Issuer Common
Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein
include any other Agreements and related Options for which this Agreement (and
the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.
<PAGE>

     12.  Miscellaneous.

          (a)  Expenses.  Except as otherwise provided, herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel.

          (b)  Waiver and Amendment.  Any provision of this Agreement may be
waived at any time by the party that is entitled to the benefits of such
provision. This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by the
parties hereto.

          (c)  Entire Agreement; No Third-Party Beneficiary; Severability.  This
Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein, between Grantee and Issuer (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and (b) is not intended to confer upon any person other
than the parties hereto (other than any transferees of the Option Shares or any
permitted transferee of this Agreement pursuant to Section 12(h) hereof) any
rights or remedies hereunder. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or a federal or
state governmental or regulatory agency or authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. If for any reason such court or
regulatory agency determines that the Option does not permit Holder to acquire,
or does not require Issuer to repurchase, the full number of shares of Issuer
Common Stock as provided, in Sections 3 and 8 hereof (as adjusted pursuant to
Section 7 hereof), it is the express intention of Issuer to allow Holder to
acquire or to require Issuer to repurchase such lesser number of shares as may
be permissible without any amendment or modification hereof.

          (d)  Governing Law.  This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of North Carolina without
regard to any applicable conflicts of law rules, except to the extent that the
federal laws of the United States shall govern.

          (e)  Descriptive Headings.  The descriptive headings contained herein
are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

          (f)  Notices.  All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, telecopied (with
confirmation) or mailed by registered or certified mail (return receipt
requested) to the parties at the addresses set forth in the Merger Agreement (or
at such other address for a party as shall be specified by like notice).

          (g)  Counterparts.  This Agreement and any amendments hereto may be
executed in two counterparts, each of which shall be considered one and the same
agreement and shall become effective when both counterparts have been signed, it
being understood that both parties need not sign the same counterpart.

          (h)  Assignment; Transfer.  Neither this Agreement nor any of the
rights, interests or obligations hereunder or under the Option shall be assigned
or transferred by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other party, except that
Grantee may assign this Agreement to a wholly owned subsidiary of Grantee and
Grantee may assign or transfer its rights hereunder in whole or in part after
the occurrence of a Purchase Event. In the case of any permitted assignment or
transfer of the Option, Issuer shall do all things necessary to facilitate the
same, and the Holder to whom the Option is assigned or transferred shall make
the representations contained in Section 6 hereof (with Holder substituted for
Grantee) and shall agree in writing to the terms and conditions hereof. Subject
to the preceding sentence, this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.
<PAGE>

          (i)  Further Assurances.  In the event of any exercise of the Option
by Holder, Issuer and Holder shall execute and deliver all other documents and
instruments and take all other action that may be reasonably necessary in order
to consummate the transactions provided, for by such exercise.

          (j)  Specific Performance.  The parties hereto agree that this
Agreement may be enforced by either party through specific performance,
injunctive relief and other equitable relief. Both parties further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such equitable relief and that this provision is without
prejudice to any other rights that the parties hereto may have for any failure
to perform this Agreement.

                  [remainder of page intentionally left blank]
<PAGE>

      IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock Option
 Agreement to be signed by their respective officers thereunto duly authorized,
 all as of the day and year first written above.

HARDWICK HOLDING COMPANY                BB&T CORPORATION


By: _____________________________       By: _____________________________
    Name: _______________________           Name: _______________________
    Title:_______________________           Title: ______________________


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