BB&T to Acquire MidAmerica Bancorp of Louisville, Ky.

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    WINSTON-SALEM, N.C., Nov. 8 /PRNewswire/ -- BB&T Corporation (NYSE:   BBT)
 today said it plans to buy MidAmerica Bancorp (Amex:   MAB) of Louisville, Ky.,
 in a $372.4 million transaction.  The acquisition, one of two BB&T announced
 today, would expand BB&T's presence in the economically vibrant Louisville
 market.
     With $1.8 billion in assets, MidAmerica Bancorp operates 30 banking
 offices in the Louisville metropolitan statistical area through the Bank of
 Louisville, its primary subsidiary.
     The announcement comes on the same day BB&T said it would buy Owensboro,
 Ky.-based AREA Bancshares Corporation, with $2.95 billion in assets and
 72 banking offices in Kentucky, which it operates through its subsidiary AREA
 Bank.  Together, the mergers would increase BB&T's Kentucky assets to more
 than $5 billion and move BB&T from 29th to fourth place in market share in the
 state.  BB&T wants to be among the top five in every market it serves.
     The transaction, approved by the directors of both companies, is valued at
 $32.57 per MAB share based on BB&T's closing price Wednesday of $34.01.  For
 each share of MAB stock, shareholders would receive .7187 shares and $8.13 per
 share in cash.  The cash portion of consideration is also subject to
 adjustment relating to the settlement of certain legal proceedings to which
 MidAmerica is a party.
     "This is a key acquisition because it gives us significant entry into the
 most attractive banking market in Kentucky," said BB&T Chairman and Chief
 Executive Officer John Allison.  "MidAmerica Bancorp does a great job of
 providing personal, attentive service to its clients which makes them a
 perfect partner for BB&T."
     Part of the "Golden Triangle" with Cincinnati, Ohio, and Lexington, Ky.,
 Louisville was recently ranked by Entrepreneur magazine as the third best
 midsize city in the country for entrepreneurs.  Louisville ranks as the 12th
 best large city for starting and growing a company by Inc. magazine, and as
 the 14th fastest growing city nationally.
     MidAmerica controls the fourth largest market share in the economically
 strong Louisville market.
     BB&T will create a total of three new community banking regions:  one in
 Louisville, formed from the MidAmerica branches, and two additional regions
 formed from AREA Bancshares' branch operations.  BB&T divides its banking
 network into autonomous regions -- each with its own president -- which
 operate like community banks.  Nearly all lending decisions are made locally.
     "MidAmerica has a solid record of strong community commitment and, above
 all, excellent personal service," said Bertram W. Klein, MidAmerica's chairman
 of the board.
     "BB&T, like MidAmerica, believes in respecting the individual and
 providing the highest level of personal service possible, which is what makes
 this partnership so appealing," said R.K. Guillaume, MidAmerica's chief
 executive officer.
     "It's rare to find an institution of their size placing that much emphasis
 on quality service, but BB&T firmly believes in it.  And their community
 banking strategy allows local bankers to make their own decisions."
     Guillaume will become the new state president for BB&T and the regional
 president for the new Louisville community banking region.
     MidAmerica customers will be able to take advantage of BB&T's broad
 product and services line.  It includes: insurance, mutual funds, trust,
 online banking, annuities, investment banking, retail brokerage, treasury
 services, international banking and leasing.
     BB&T will create a state advisory board for Kentucky and a regional
 advisory board for the Louisville market.  MidAmerica board members will be
 asked to serve on one of the two new BB&T boards.
     The merger, which is subject to the approval of MidAmerica shareholders
 and banking regulators, is expected to be completed in the second quarter of
 2002.
 
     Winston-Salem-based BB&T Corporation, with $70.3 billion in assets,
 operates more than 1,000 banking offices in the Carolinas, Georgia, Virginia,
 Maryland, West Virginia, Tennessee, Kentucky, Alabama and Washington, D.C.
     BB&T Corporation is the fourth largest financial holding company in the
 Southeast and 16th largest in the nation.  More information is available at
 www.BBandT.com .
 
     This press release contains forward-looking statements as defined by
 federal securities laws.  These statements may address issues that involve
 significant risks, uncertainties, estimates and assumptions made by
 management.  Actual results could differ materially from current projections.
     Please refer to BB&T's filings with the Securities and Exchange Commission
 for a summary of important factors that could affect BB&T's forward-looking
 statements.  BB&T undertakes no obligation to revise these statements
 following the date of this press release.
     BB&T's news releases are available at no charge through PR Newswire's
 Company News On-Call facsimile service.  For a menu of BB&T's news releases or
 to retrieve a specific release call 1-800-758-5804, extension 809325.
 
     The foregoing may be deemed to be offering materials of BB&T Corporation
 in connection with BB&T's proposed acquisition of MidAmerica Bancorp, on the
 terms and subject to the conditions in the Agreement and Plan of
 Reorganization, dated Nov. 7, 2001, between BB&T and MidAmerica Bancorp.  This
 disclosure is being made in connection with Regulation of Takeovers and
 Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted by
 the Securities and Exchange Commission ("SEC").
     Shareholders of MidAmerica Bancorp and other investors are urged to read
 the proxy statement/prospectus that will be included in the registration
 statement on Form S-4, which BB&T will file with the SEC in connection with
 the proposed merger because it will contain important information about BB&T,
 MidAmerica Bancorp, the merger, the persons soliciting proxies in the merger
 and their interests in the merger and related matters.
     After it is filed with the SEC, the proxy statement/prospectus will be
 available for free, both on the SEC web site (http://www.sec.gov) and from
 BB&T and MidAmerica Bancorp as follows:
     Alan W. Greer, Shareholder Reporting, BB&T Corporation, P.O. Box 1290,
 Winston-Salem, NC, 27102. Telephone: (336) 733-3021.
     Steven A. Small, Executive Vice President and Chief Financial Officer,
 MidAmerica Bancorp, 500 West Broadway, Louisville, KY, 40202. Telephone:
 (502) 589-3351.
 
     In addition to the proposed registration statement and proxy
 statement/prospectus, BB&T and MidAmerica Bancorp file annual, quarterly and
 special reports, proxy statements and other information with the SEC.  You may
 read and copy any reports, statements or other information filed by either
 company at the SEC's public reference rooms at 450 Fifth Street, N.W.,
 Washington, D.C., 20549 or at the SEC's other public reference rooms in New
 York and Chicago.
     Please call the SEC at 1-800-SEC-0330 for further information on the
 public reference rooms.  BB&T and MidAmerica Bancorp filings with the SEC are
 also available to the public from commercial document-retrieval services and
 on the SEC's web site at http://www.sec.gov .
 
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SOURCE  BB&T Corporation