COMMERCE BANK
 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
   
  The undersigned hereby appoints Robert W. Berry, Jr., Andrew S. Fine, Ernest
F. Hardee and W. Ashton Lewis, or any of them, the attorney or attorneys and
proxy or proxies of the undersigned, with full power of substitution, to attend
the Special Meeting of Shareholders of Commerce Bank, Virginia Beach, Virginia
("Commerce") to be held December 8, 1994, at 9:00 a.m., at Ramada Oceanfront
Towers, Virginia Beach, Virginia, and at any adjournment thereof, and to vote
all shares of stock of Commerce that the undersigned shall be entitled to vote
at such meeting. Said proxies are instructed to vote on the matter set forth in
the proxy statement as specified below.     
     
  1. To approve an Agreement and Plan of Reorganization, dated as of June 24,
     1994 and amended as of August 25, 1994, and a related Plan of Merger,
     dated as of June 24, 1994, providing for the merger of Branch Banking and
     Trust Company of Virginia, a to be formed Virginia chartered bank and
     wholly-owned subsidiary of BB&T Financial Corporation ("BB&T Financial"),
     with and into Commerce and, in connection therewith, the conversion of
     each outstanding share of common stock of Commerce into the right to
     receive 1.305 shares of common stock of BB&T Financial as described in
     the Proxy Statement/Prospectus of Commerce and BB&T Financial, dated
     November 9, 1994.     
 
                    FOR [_]    AGAINST [_]    ABSTAIN [_]
                                              (HAS SAME EFFECT AS AGAINST)
 
  2. In their discretion, the Proxies are authorized to vote upon such other
     business as may properly come before the meeting.
 

 
  THIS PROXY WHEN PROPERLY SIGNED AND DATED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL
NUMBER 1 AS SPECIFIED ABOVE.
 
Dated: ______________, 1994
 
                                              _________________________________
 
                                              _________________________________
 
                                              Please sign exactly as name
                                              appears on stock certificate.
                                              When signing as attorney,
                                              executor, administrator, trustee
                                              or guarantor, please give full
                                              title. If more than one trustee,
                                              all should sign. This proxy may
                                              be revoked any time prior to its
                                              exercise.