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BB&T FINANCIAL CORPORATION ENTERS INTO LETTER OF INTENT TO ACQUIRE SECURITY FINANCIAL HOLDING COMPANY

 BB&T FINANCIAL CORPORATION ENTERS INTO LETTER OF
 INTENT TO ACQUIRE SECURITY FINANCIAL HOLDING COMPANY
 WILSON, N.C., May 13 /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 approval by their respective Boards of Directors of a nonbinding letter of intent to combine the two companies. Consummation of the proposed transaction is subject to execution of a definitive agreement, shareholder and regulatory approvals and the customary condition, including completion of due diligence. In addition, execution of a definitive agreement is subject of receipt by BB&T Financial of regulatory approval by the Office of Thrift Supervision for it to make an offer to acquire Security Financial. Security Financial is the Durham-based parent company of Security Federal Savings Bank.
 Under the terms of the letter of intent, BB&T would exchange 0.7863 shares of BB&T common stock for each of the 1,706,595 outstanding shares of Security Financial common stock unless BB&T's average closing price for the ten trading days ending ten days prior to the closing date is less than $25.44 or more than $33.07. In the event BB&T's average closing price for this period is less than $25.44, the exchange ratio would be equal to $20 divided by the BB&T average closing price. In the event that BB&T's average closing price for this period is greater that $33.07, the exchange ratio would be equal to $26 divided by BB&T's average closing price. If BB&T's average closing price is less than $18, the exchange ratio would be 1.1111. If BB&T's average closing price is greater that $40, the exchange ratio would be 0.6500. Based on the closing sales price of BB&T common stock on May 13, 1992 of $29.50, the transaction has an indicated value of approximately $42.7 million, or $23.20 per share of Security Financial stock. This equates to 1.33 times stated book value of Security Financial at March 31, 1992. This transaction is intended to qualify as a tax-free exchange, 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."
 Security Financial was created in connection with the conversion of Security Federal Savings Bank from mutual to stock form on June 19, 1990. Under applicable regulations of the OTS, for a period of three years following such conversion no person may make an offer to acquire more than 10 percent of Security Financial's outstanding voting stock without prior OTS approval. BB&T Financial Corporation plans to file an application for such approval promptly.
 Security Financial has also granted to BB&T Financial Corporation an option to purchase 187,517 shares of Security Financial common stock at an exercise 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. The option is exercisable during the pendency of certain events relating to a potential change in control of Security Financial.
 The letter of intent also contemplates that Security Federal Savings Bank would be merged with and into Branch Banking and Trust Company, BB&T's North Carolina bank subsidiary.
 In announcing the transaction, 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 at March 31, 1992, conducts its business through nine offices located in Durham, Orange and Granville Counties, including its home office in Durham.
 On Aug. 27, 1991, BB&T and Peoples Federal Saving Bank of Thomasville, Thomasville, N.C., announced the approval by their respective boards of directors of a planned mutual to stock conversion and simultaneous acquisition of Peoples Federal by BB&T. 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. BB&T expects to consummate both of these acquisitions later this year. BB&T has completed the acquisition of five well capitalized thrifts in North Carolina markets during the last two years.
 BB&T Financial Corporation reported total assets of $6.5 billion on March 31, 1992. Through its subsidiaries in North Carolina and South Carolina, BB&T operates 218 offices in 117 cities. BB&T Financial Corporation's largest subsidiary, Branch Banking and Trust Company, is the oldest bank in North Carolina having been organized in 1872.
 -0- 5/13/92
 /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; Larry D. Brock, President and CEO, 919-687-7200, 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


DF -- CH017 -- 9968 05/13/92 19:34 EDT
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Date:May 13, 1992
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