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BB&T FINANCIAL CORPORATION ENTERS INTO A DEFINITIVE AGREEMENT TO ACQUIRE SECURITY FINANCIAL HOLDING COMPANY

 BB&T FINANCIAL CORPORATION ENTERS INTO A DEFINITIVE
 AGREEMENT TO ACQUIRE SECURITY FINANCIAL HOLDING COMPANY
 WILSON and DURHAM, N.C., Aug. 7 /PRNewswire/ -- John A. Allison IV, Chairman and Chief Executive Officer of BB&T Financial Corporation (NASDAQ-NMS: BBTF), and Larry D. Brock, President and Chief Executive Officer of Security Financial Holding Company (NASDAQ-NMS: SECF), today jointly announced the signing of a definitive Agreement and Plan of Reorganization to combine the two companies. The Agreement follows the May 13, 1992 signing of a nonbinding letter of intent between the two companies. Security Financial is the Durham-based parent company of Security Federal Savings Bank.
 Under the terms of the Agreement, BB&T will exchange 0.7863 shares of BB&T common stock for each of the 1,713,310 outstanding shares of Security Financial common stock, if BB&T's average closing price for the ten trading days ending ten days prior to the closing date is greater than or equal to $25.44 and less than or equal to $33.07. The exchange ratio is subject to adjustment if the BB&T average closing price is less than $25.44 or greater than $33.07.
 Based on a closing sales price of BB&T common stock on August 6, 1992 of $27.75, the transaction has an indicated value of approximately $40.2 million, or $21.82 per share of Security Financial common stock. This equates to 1.23 times stated book value of Security Financial at June 30, 1992. This transaction is intended to qualify as a tax-free exchange and be accounted for as a pooling of interests. Security Financial is traded over-the-counter and is quoted on the Nasdaq National Market System under the symbol "SECF".
 The proposed transaction is subject to the approval of Security Financial's shareholders, the satisfaction of certain other conditions and the approval of all applicable regulatory authorities. It is expected that subject to receipt of certain additional required regulatory approvals, Security Federal Savings Bank will be merged with and into Branch Banking and Trust Company, BB&T's North Carolina bank subsidiary.
 Security Financial previously had granted to BB&T Financial Corporation an option, exercisable only upon the occurrence of specified events designed to interfere with the merger, to purchase up to 188,255 shares (or 9.9 percent) of Security Financial common stock at an option price of $16.50, subject to certain adjustments. Upon receipt of the shareholders' approval of an amendment to Security's Certificate of Incorporation, the number of shares subject to the option would increase to 24.9 percent of Security Financial's common stock on a pro forma basis.
 In announcing the agreement, Allison commented, "Security Financial is a top quality organization with an excellent customer base. The proposed acquisition will enable us to expand our present operations and customer base in Durham and Orange Counties as well as enter a new market in Granville County. The acquisition is a positive one for both organizations, as well as our respective customers and shareholders."
 Brock added, "Our shareholders will benefit from an increased marketability of their stock holdings, our customers will be afforded access to BB&T's offices throughout the Carolinas providing additional high quality products and services and our employees will benefit from the expanded opportunities and growth prospects associated with a larger organization. We are pleased to be associated with such a fine institution."
 Security Financial, which reported total assets of $340 million on June 30, 1992, conducts business through nine offices located in Durham, Orange and Granville Counties, including its home office in Durham.
 On April 21, 1992, BB&T and First Fincorp, Kinston, N.C., announced the approval by their respective Boards of Directors of a proposed business combination. On June 23, 1992, BB&T and Carolina Savings Bank, Wilmington, N.C., announced the approval by their respective Boards of Directors of a planned mutual-to-stock conversion and simultaneous acquisition of Carolina by BB&T. BB&T has completed the acquisition of six well-capitalized thrifts in North Carolina markets during the last two years.
 BB&T Financial Corporation, through its two commercial bank subsidiaries, operates 215 offices in 116 cities and towns in North and South Carolina. At June 30, 1992, BB&T had total assets of approximately $6.25 billion and is the fourth largest bank holding company in North Carolina. BB&T Financial Corporation common stock is traded on the Nasdaq National Market System and is listed under the symbol "BBTF".
 -0- 8/7/92
 /CONTACT: B. Gloyden Stewart, Jr., Senior Vice President, Investor Relations, 919-399-4219, or Scott E. Reed, Senior Executive Vice President and Treasurer, 919-399-4418, both of BB&T Financial Corporation; or Larry D. Brock, President and CEO, or Robert F. Stockwell, Executive Vice President and CFO, 919-687-7200, both of Security Financial Holding Company/
 (BBTF SECF) CO: BB&T Financial Corporation; Security Financial Holding Company ST: North Carolina IN: FIN SU: TNM


JZ -- CH005 -- 8107 08/07/92 15:23 EDT
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Date:Aug 7, 1992
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