Exhibit 24.1
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Joseph B. Alala, Jr.
                                              ------------------------
                                              Joseph B. Alala, Jr.

 
                               POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or 
officer of BB&T Financial Corporation, a corporation organized under the laws of
the State of North Carolina ("Company"), hereby constitutes and appoints John A.
Allison IV, Scott Reed and Jerone Harring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all 
documents required to be filed with respect thereto, relating to the 
registration of shares of the Company's common stock under the Securities Act of
1993 in connection with the Company's acquisition of Commerce Bank, granting 
unto said attorneys and each of them, full power and authority to do and to 
perform each and every act and thing requisite and necessary to be done in 
order to effectuate the same as fully to all intents and purposes as he himself 
might or could do if personally present, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated: August 23, 1994

                                             /s/ John A. Allison IV
                                             --------------------------- 
                                                 John A. Allison IV



 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ W. Watson Barnes
                                              ------------------------
                                              W. Watson Barnes

 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Paul B. Barringer
                                              ------------------------
                                              Paul B. Barringer


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Robert L. Brady
                                              ------------------------
                                              Robert L. Brady


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Raymond S. Caughman
                                              ------------------------
                                              Raymond S. Caughman


 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ W. G. Clark III
                                              ------------------------
                                              W. G. Clark III

























 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Jesse W. Corbett, Jr.
                                              -------------------------
                                              Jesse W. Corbett, Jr.
 


 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ W. R. Cuthbertson, Jr.
                                              --------------------------
                                              W. R. Cuthbertson, Jr.


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Fred H. Deaton, Jr.
                                              ------------------------
                                              Fred H. Deaton, Jr.


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Albert J. Dooley, Sr.
                                              ------------------------
                                              Albert J. Dooley, Sr.


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Joe L. Dudley, Sr.
                                              ------------------------
                                              Joe L. Dudley, Sr.


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Tom A. Efird
                                              ------------------------
                                              Tom A. Efird


 
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ O. W. Fenn, Jr.
                                              ------------------------
                                              O. W. Fenn, Jr.



 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ James E. Heins
                                              ------------------------
                                              James E. Heins


 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Raymond A. Jones, Jr.
                                              ------------------------
                                              Raymond A. Jones, Jr.

 


 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Kelly S. King
                                              ------------------------
                                              Kelly S. King



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ J. Ernest Lathem
                                              ------------------------
                                              J. Ernest Lathem



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ James H. Maynard
                                              ------------------------
                                              James H. Maynard



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ A. Winniett Peters
                                              ------------------------
                                              A. Winniett Peters



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Richard L. Player, Jr.
                                              ------------------------
                                              Richard L. Player, Jr.



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Scott E. Reed
                                              ------------------------
                                              Scott E. Reed



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Larry J. Waggoner
                                              ------------------------
                                              Larry J. Waggoner



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ Henry G. Williamson, Jr.
                                              ------------------------
                                              Henry G. Williamson, Jr.



 
 

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the undersigned director and/or officer
of BB&T Financial Corporation, a corporation organized under the laws of the 
State of North Carolina ("Company"), hereby constitutes and appoints John A. 
Allison IV, Scott Reed and Jerone Herring and each of them (with full power of 
each of them to act alone), his true and lawful attorney-in-fact and agent for 
him and on his behalf and in his name, place and stead, in any and all 
capacities, including on behalf of the Company, to sign, execute and file with 
the Securities and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-4 or such other appropriate form 
(as any of such attorneys may determine) and all amendments (including 
post-effective amendments) thereto, with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the registration of 
shares of the Company's common stock under the Securities Act of 1933 in 
connection with the Company's acquisition of Commerce Bank, granting unto said 
attorneys and each of them, full power and authority to do and to perform each 
and every act and thing requisite and necessary to be done in order to 
effectuate the same as fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be 
done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.

Dated:  August 23, 1994

                                              /s/ William B. Young
                                              ------------------------
                                              William B. Young