Exhibit 99(b)
VOTING INSTRUCTIONS
FOR THE
CO-TRUSTEES OF THE
EMPLOYEE STOCK OWNERSHIP PLAN OF
DOUGLAS FEDERAL BANK
COMMUNITY FIRST BANKING COMPANY
NOTICE OF VOTING OPPORTUNITY
AT A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
________________, 2001
To the participants in the Employee Stock Ownership Plan of Douglas Federal Bank
(the "ESOP"):
A Special Meeting of Shareholders of Community First Banking Company
("Community First") will be held at the main office of Community First Bank
located at 110 Dixie Street, Carrollton, Georgia, on __________________, 2001,
at 5:00 p.m., local time, for the following purpose:
To vote on the Agreement and Plan of Reorganization, dated as of July
9, 2001, by and between BB&T Corporation ("BB&T") and Community First,
and a related plan of merger (collectively, the "Merger Agreement")
pursuant to which Community First will merge with and into BB&T, with
Community First shareholders receiving 0.98 shares of BB&T common stock
in the merger in exchange for each of their shares of Community First
common stock plus cash instead of any fractional share. The Merger
Agreement is more fully described in the accompanying Proxy
Statement/Prospectus, and a copy of the Agreement and Plan of
Reorganization and related plan of merger is attached to the Proxy
Statement/Prospectus as Appendix A.
Voting Directions. Because shares of Community First common stock are
credited to your account under the ESOP, you have the right to direct the ESOP
co-trustees how to vote the shares credited to your account at the meeting of
shareholders on this proposal and any other matters presented at the Special
Meeting.
How to Vote. As co-trustees of the ESOP, we are the owners of record of
the shares of Community First common stock held for your account in the ESOP. As
such, we are the only ones who can vote your shares, but we will vote the shares
credited to your account in accordance with your instructions. We are sending
you the enclosed Letter of Instruction for you to convey to us your voting
instructions.
Voting Shares Credited to You under the ESOP. To vote shares of
Community First common stock credited to your account under the ESOP, please
instruct us by completing, executing and returning to us the attached Letter of
Instruction. A proxy statement describing the matters to be voted upon at the
meeting has been delivered to you with this Notice. Pursuant to the terms of the
ESOP, you are entitled to direct the vote of shares credited to your account
with respect to the proposed merger of Community First with and into BB&T. You
should review this proxy statement before completing your Letter of Instruction.
An envelope to return your Letter of Instruction is enclosed.
THE LETTER OF INSTRUCTION MUST BE DELIVERED TO THE CO-TRUSTEES BECAUSE VOTING
CAN ONLY BE DONE BY THE CO-TRUSTEES, WHO ARE THE RECORD OWNERS OF ALL SHARES OF
COMMUNITY FIRST COMMON STOCK HELD BY THE ESOP.
YOUR LETTER OF INSTRUCTION SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO DELIVER VOTES ON YOUR BEHALF ON OR BEFORE THE DATE OF THE SPECIAL SHAREHOLDER
MEETING. THE SPECIAL SHAREHOLDER MEETING WILL TAKE PLACE ON ________________,
2001, AT 5:00 P.M., LOCAL TIME.
Co-Trustees of the Employee Stock Ownership Plan of Douglas Federal Bank
-------------------- -------------------
ANYCE C. FOX C. LYNN GABLE
--------------------
LISA LAWSON
COMMUNITY FIRST BANKING COMPANY
THIS LETTER OF INSTRUCTION IS SOLICITED BY THE CO-TRUSTEES OF
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DOUGLAS FEDERAL BANK
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement/Prospectus, each dated
_____________, 2001, and does hereby direct the co-trustees of the Employee
Stock Ownership Plan of Douglas Federal Bank (the "ESOP") to vote in person or
by proxy all of the shares of Community First Banking Company ("Community
First") common stock credited to the undersigned under the ESOP at a Special
Meeting of Shareholders of Community First Banking Company to be held at
Community First Bank's main office, located at 110 Dixie Street, Carrollton,
Georgia, on _________________, 2001, at 5:00 p.m., local time, as follows:
1. Merger. To approve, ratify, confirm and adopt the Agreement
and Plan of Reorganization, dated as of July 9, 2001, by and
between BB&T Corporation ("BB&T") and Community First, and a
related plan of merger (collectively, the "Merger Agreement"),
pursuant to which Community First will merge with and into
BB&T, with Community First shareholders receiving 0.98 shares
of BB&T common stock in the merger in exchange for each of
their shares of Community First common stock plus cash instead
of any fractional share.
FOR |_| AGAINST |_| ABSTAIN |_|
2. In the discretion of the ESOP co-trustees or their proxies on
such other matters as may properly come before the Special
Meeting or any adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS LETTER OF INSTRUCTION PROMPTLY.
This Letter of Instruction, when properly executed, will be voted by
the ESOP co-trustees in accordance with the directions given by the undersigned.
If no direction is made, it will be voted FOR all proposals.
Dated: , 2001
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Signature
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS
LETTER OF INSTRUCTION PROMPTLY USING THE
ENCLOSED ENVELOPE.