<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                                 BB&T CORPORATION 
             (Exact name of registrant as specified in its charter)
     NORTH CAROLINA                                        56-0939887        
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation of organization)                              Number)
                             200 West Second Street
                       Winston-Salem, North Carolina 27101 
            (Address of principal executive offices, including zip code)

                                BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES
                            (Full title of the plan) 

                             Jerone C. Herring, Esq.
                                BB&T Corporation
                             200 West Second Street
                                    3rd Floor
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2180 
            (Name, address and telephone number, including area code,
                              of agent for service)

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                  <C>                       <C>        
                                                  Proposed             Proposed
Title of                                          maximum              maximum
securities             Amount                     offering             aggregate                 Amount of
to be                  to be                      price                offering                  registration
registered             registered                 per unit             price                     fee      

Deferred
Compensation
Obligations            $  30,000,000       (1)    100%                 $  30,000,000 (2)         $  8,340      (2)
                        -------------------                             -------------             -------------

------------------------------------------------------------------------------------------------------------------------



(1)    The Deferred  Compensation  Obligations are unsecured obligations of BB&T
       Corporation to pay deferred compensation in the future in accordance with
       the terms of the BB&T Corporation  Supplemental Defined Contribution Plan
       for Highly Compensated Employees.
(2)    Estimated  solely  for  the  purpose  of determining the registration fee
       pursuant to Rule 457(h).


                              ----------------
</TABLE>
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on  Form 10-K for the year
         ended December 31, 1997;

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

                  (c) The  Company's  Current  Reports on Form 8-K filed January
         15, 1998, February 26, 1998, February 27, 1998, April 13, 1998, May 13,
         1998,  June 23, 1998,  July 7, 1998,  July 13,  1998,  August 10, 1998,
         August 11, 1998,  August 27, 1998,  September  18, 1998 and October 14,
         1998; and

                  (d) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year referred to in (a)
         above.
     
                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

                  The  deferred  compensation  obligations  of the Company  (the
"Deferred Compensation  Obligations") being registered herein are issuable under
the terms of the BB&T Corporation  Supplemental  Defined  Contribution  Plan for
Highly  Compensated  Employees  (the  "Plan").  Capitalized  terms used  without
definition herein have the meanings given such terms in the Plan.  References to
the "Company"  include  affiliates of the Company  unless the context  otherwise
requires.

                  The Plan is intended to supplement benefits payable to certain
participants in the BB&T Corporation 401(k) Savings Plan to the extent that such
benefits  are  curtailed by the  application  of certain  limits  imposed by the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code").  The Plan is also
intended to provide certain  participants in the Company's  executive  incentive
compensation  plans with an effective  means of deferring on a pre-tax basis all
or a portion of the payments  such  participants  are entitled to receive  under
such plans.

                  The  Deferred  Compensation   Obligations  constitute  general
unsecured  obligations of the Company to the participant and are not convertible
into  another  security of the  Company.  Benefits  are payable  solely from the
Company's  general  assets and are subject to the risk of corporate  insolvency.
Notwithstanding  the foregoing,  the Company has  established a separate  trust,
entitled the "BB&T Corporation  Non-Qualified  Deferred Compensation Trust" (the
"Trust"), to which the Company may make contributions from time to time in order
to fund its obligations under the Plan and certain other non-qualified  deferred
compensation  plans maintained by the Company.  Branch Banking and Trust Company

                                     II - 1
<PAGE>
serves as trustee (the "Trustee")  under the Trust pursuant to a Trust Agreement
dated  January 1, 1997  between the Company  and the  Trustee.  The Trustee is a
wholly-owned bank subsidiary of the Company. The assets of the Trust are subject
to the  claims of the  Company's  general  creditors  in the  event the  Company
becomes  insolvent or bankrupt.  Pursuant to the terms of the Trust, the Company
shall indemnify and hold the Trustee harmless from and against losses,  damages,
costs,  expenses and liabilities of the Trustee associated with the Trust except
for acts or  omissions  of the Trustee  which  constitute  gross  negligence  or
willful misconduct.

                  No  participant  or  beneficiary   shall  have  any  legal  or
equitable rights, interest or claims in any particular asset of the Trust or the
Company  by reason of the  Company's  obligations.  Further,  the Trust does not
create  any  preferred  claim  over  creditors  of  the  Company  for  any  Plan
participant.  All rights of a Plan participant  against the Company shall remain
unsecured  contractual  rights of a participant.  A  participant's  right to the
Deferred Compensation  Obligations cannot be transferred,  assigned,  pledged or
encumbered  except by a written  designation of a beneficiary under the terms of
the Plan.

                  The amount of compensation to be deferred by each  participant
is determined in accordance with the terms of the Plan based on elections by the
participant.  Deferred  amounts  are  credited  to each  participant's  account.
Amounts in a  participant's  account  will be indexed to one or more  investment
media  individually  chosen by a participant from the investment media available
under the Plan  (currently a fixed rate cash fund and a stock index fund).  Each
participant's account will be adjusted to reflect the investment  performance of
the selected media, including any appreciation or depreciation. Amounts deferred
are fully  vested at all  times.  There is no trading  market  for the  Deferred
Compensation Obligations.

                  Benefits based on the Deferred  Compensation  Obligations  are
payable solely in cash following  termination of the participant's  service upon
certain  distribution  dates available to the participant  (and in limited cases
where hardship withdrawals are permitted).

                  The Plan may be  amended  or  terminated  by the  Board at any
time;  provided,  that in no event may such  termination or amendment reduce any
participant's   accrued  benefit  with  respect  to  the  Deferred  Compensation
Obligations as of the date of such amendment or termination,  nor shall any such
amendment  affect the terms of the Plan  relating to the payment of such accrued
benefit without the participant's  prior written consent to such amendment.  The
Plan is administered by an Administrative Committee appointed by the Board.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director  or  officer  meets a certain  standard  of  conduct,  provided  when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may
order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                                     II - 2
<PAGE>
                  BB&T's bylaws provide for the  indemnification of any director
or officer of BB&T against  liabilities and litigation  expenses  arising our of
his  status as such,  excluding:  (i) any  liabilities  or  litigation  expenses
relating  to  activities  which were at the time taken known or believed by such
person to be clearly in  conflict  with the best  interest of BB&T and (ii) that
portion of any  liabilities  or  litigation  expenses with respect to which such
person is entitled to receive payment under any insurance policy.

                  BB&T's articles of  incorporation  provide for the elimination
of the  personal  liability  of each  director  of BB&T  to the  fullest  extent
permitted by law.

                  BB&T  maintains  directors  and officers  liability  insurance
that, in general,  insures:  (i) BB&T's  directors and officers  against loss by
reason of any of their  wrongful  acts and (ii) BB&T  against  loss arising from
claims  against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

             The   following   exhibits   are  filed  as  a  part  of  this
Registration Statement:

         Number            Description
         ------            -----------
         5        Opinion of Womble Carlyle Sandridge & Rice, PLLC

         23.1     Consent of Womble Carlyle  Sandridge & Rice, PLLC (included in
                  Exhibit 5)

         23.2     Consent of Arthur Andersen LLP

         24       Power of Attorney of Directors and Officers of the Company

         99       BB&T Corporation Supplemental Defined Contribution Plan for
                  Highly Compensated Employees

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:
                                     II - 3
<PAGE>

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Company  pursuant to the foregoing  provisions,  or otherwise,  the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is,  therefore,  unenforceable.  In the event  that a claim for
         indemnification against such liabilities (other than the payment by the
         Company  of  expenses  incurred  or  paid  by a  director,  officer  or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or proceeding)  is asserted by such director,  officer or
         controlling  person in connection with the securities being registered,
         the Company  will,  unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the  Securities  Act and will be governed
         by the final adjudication of such issue.

                                     II - 4
<PAGE>


                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  BB&T
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized, in  the  City  of  Winston-Salem,  State  of  North  Carolina,
effective this 29th day of December, 1998.


                                            BB&T CORPORATION

                                            By:   /s/ Jerone C. Herring   *  
                                                  Jerone C. Herring
                                                  Executive Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated effective December 29, 1998.


     /s/ John A. Allison         *                   /s/ Scott E. Reed       *
----------------------------------      ---------------------------------------
Name:    John A. Allison IV             Name:    Scott E. Reed
Title:   Chairman of the Board and      Title:   Senior Executive Vice President
         Chief Executive Officer                 and Chief Financial Officer
         (principal executive officer)           (principal financial officer)

     /s/ Sherry A. Kellett       *                   /s/ Paul B. Barringer   *
----------------------------------      ---------------------------------------
Name:    Sherry A. Kellett              Name:    Paul B. Barringer
Title:   Executive Vice President       Title:   Director
         and Controller
         (principal accounting officer)

     /s/ Alfred E. Cleveland     *                   /s/ W. R. Cuthbertson, Jr.*
----------------------------------      ---------------------------------------
Name:    Alfred E. Cleveland            Name:    W. R. Cuthbertson, Jr.
Title:   Director                       Title:   Director

         /s/ Ronald E. Deal      *                   /s/ A. J. Dooley, Sr.  *
----------------------------------      ---------------------------------------
Name:    Ronald E. Deal                 Name:    A. J. Dooley, Sr.
Title:   Director                       Title:   Director

         /s/ Tom D. Efird        *                   /s/ Paul S. Goldsmith  *
----------------------------------      ---------------------------------------
Name:    Tom D. Efird                   Name:    Paul S. Goldsmith
Title:   Director                       Title:   Director

         /s/ L. Vincent Hackley  *                   /s/ Jane P. Helm       *
----------------------------------      ---------------------------------------
Name:    L. Vincent Hackley                          Name:    Jane P. Helm
Title:   Director                                    Title:   Director

                                     II - 5
<PAGE>

         /s/ Richard Janeway, M.D.*                  /s/ J. Ernest Lathem, M.D.*
---------------------------------       ---------------------------------------
Name:    Richard Janeway, M.D.          Name:    J. Ernest Lathem, M.D.
Title:   Director                       Title:   Director

             /s/ James H. Maynard *                  /s/ Joseph A. McAleer, Jr.*
---------------------------------       ---------------------------------------
Name:    James H. Maynard               Name:    Joseph A. McAleer, Jr.
Title:   Director                       Title:   Director

         /s/ Albert O. McCauley  *                   /s/ Richard L. Player, Jr.*
---------------------------------       ---------------------------------------
Name:    Albert O. McCauley              Name:    Richard L. Player, Jr.
Title:   Director                        Title:   Director

         /s/ C. Edward Pleasants, Jr. *              /s/ Nido R. Qubein     *
---------------------------------       ---------------------------------------
Name:    C. Edward Pleasants, Jr.       Name:    Nido R. Qubein
Title:   Director                       Title:   Director

         /s/ E. Rhone Sasser     *                   /s/ Jack E. Shaw       *
---------------------------------       ---------------------------------------
Name:    E. Rhone Sasser                Name:    Jack E. Shaw
Title:   Director                       Title:   Director

         /s/ Harold B. Wells     *
---------------------------------
Name:    Harold B. Wells
Title:   Director





*By:     /s/ Jerone C. Herring   *
---------------------------------
         Name:  Jerone C. Herring
         Attorney-in-Fact

                                     II - 6
<PAGE>


 
                                  EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation


Exhibit No.    Description
----------     -----------
     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC

     23.1      Consent of Womble Carlyle  Sandridge & Rice, PLLC (included in
               Exhibit 5)

     23.2      Consent of Arthur Andersen LLP

     24        Power of Attorney of Directors and Officers of the Company

     99        BB&T Corporation Supplemental Defined Contribution Plan for 
               Highly Compensated Employees


<PAGE>




 
                                                               EXHIBIT 5


                                [WCSR LETTERHEAD]

                                December 29, 1998



BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

                  Re:      Registration   Statement  on  Form S-8  with  respect
                           to   the   BB&T  Corporation   Supplemental   Defined
                           Contribution Plan for Highly Compensated Employees

Ladies and Gentlemen:

                  We have acted as counsel for BB&T  Corporation (the "Company")
in connection with its registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $30,000,000 in deferred  compensation  obligations of
the Company (the "Deferred Compensation Obligations"),  which are proposed to be
offered  and  sold  pursuant  to  the  BB&T  Corporation   Supplemental  Defined
Contribution Plan for Highly  Compensated  Employees (the "Plan").  The Deferred
Compensation Obligations are proposed to be registered pursuant to the Company's
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission (the "Commission").  This opinion is
provided  pursuant to the  requirements of Item 8 of Form S-8 and Item 601(b)(5)
of Regulation S-K.

                  The Plan is intended to  constitute an unfunded "top hat" plan
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income  Security  Act of 1974,  as  amended  ("ERISA").  The Plan is  subject to
certain  disclosure  and  procedural  requirements  of  ERISA  but,  since it is
intended to be a "top hat" plan, it is not subject to the eligibility,  vesting,
accrual, funding,  fiduciary responsibility and similar substantive requirements
of ERISA.

                  In rendering  this  opinion,  we have  examined  such records,
documents, and proceedings as we have deemed relevant as a basis for the opinion
expressed herein.

                  This  opinion  is  limited  to the laws of the  State of North
Carolina,  excluding  local  laws of the  State of  North  Carolina  (e.g.,  the
statutes  and  ordinances,  the  administrative  decisions  and  the  rules  and
regulations   of  counties,   towns,   municipalities   and  special   political
subdivisions of, or authorities or  quasi-governmental  bodies constituted under
the laws of, the State of North  Carolina and  judicial  decisions to the extent
they deal with any of the foregoing), and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.

                  Based on the foregoing and the  qualifications and limitations
set forth  below,  and having  regard for such legal  considerations  as we deem
relevant, we are of the opinion that the Deferred Compensation Obligations, when
established  pursuant  to the  terms  of the  Plan,  will be valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms  and the terms of the Plan,  except  as  enforceability  (i) may be
limited  by  bankruptcy,  insolvency,   reorganization  or  other  similar  laws
affecting creditors' rights generally, and (ii) is subject to general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law).
<PAGE>


                  We hereby consent to the filing of a copy of this opinion with
the  Commission  as  Exhibit 5 to the  Registration  Statement.  In giving  this
consent,  we do not admit  that we are  within the  category  of  persons  whose
consent is  required  by Section 7 of the  Securities  Act,  or other  rules and
regulations of the Commission thereunder.

                                      Very truly yours,

                                      WOMBLE CARLYLE SANDRIDGE & RICE
                                      A Professional Limited Liability Company


                                      By: /s/ Jane Jeffries Jones
                                              -------------------
                                              Jane Jeffries Jones






<PAGE>
                                                          EXHIBIT 23.2



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this  registration  statement of our report dated  September 18,
1998,  included in BB&T  Corporation's Form 8-K dated September 18, 1998, and to
all references to our firm included in this registration  statement.  Our report
dated  January 14, 1998,  included in BB&T  Corporation's  financial  statements
previously filed on Form 10-K and incorporated by reference in this registration
statement   is   no   longer   appropriate   combinations   accounted   for   as
poolings-of-interests.

                                                      /s/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina
December 29, 1998


<PAGE>

 
                                   EXHIBIT 24


<PAGE>


 
                                POWER OF ATTORNEY

     Each  of  the  undersigned,   being  a  director  and/or  officer  of  BB&T
Corporation (the "Company"), hereby nominates,  constitutes and appoints John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain deferred compensation  obligations of the Company in connection with the
BB&T Corporation  Supplemental  Defined Contribution Plan for Highly Compensated
Employees,  and  to  file  any  and  all  amendments,  including  post-effective
amendments,   to  the  Registration  Statement,   making  such  changes  in  the
Registration Statement as such attorney-in-fact deems appropriate, and generally
to do all such  things  on his or her  behalf in any and all  capacities  stated
below to enable the Company to comply with the  provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.

     This Power of  Attorney  has been  signed by the  following  persons in the
capacities indicated on December 15, 1998.

         /s/ John A. Allison IV                      /s/ Scott E. Reed
---------------------------------       ---------------------------------------
Name:    John A. Allison IV             Name:    Scott E. Reed
Title:   Chairman of the Board and      Title:   Senior Executive Vice President
         Chief Executive Officer                 and Chief Financial Officer
         (principal executive officer)           (principal financial officer)

         /s/ Sherry A. Kellett                       /s/ Paul B. Barringer
---------------------------------       ---------------------------------------
Name:    Sherry A. Kellett              Name:    Paul B. Barringer
Title:   Executive Vice President       Title:   Director
         and Controller
         (principal accounting officer)

         /s/ Alfred E. Cleveland                     /s/ W. R. Cuthbertson, Jr.
---------------------------------       ---------------------------------------
Name:    Alfred E. Cleveland            Name:    W. R. Cuthbertson, Jr.
Title:   Director                       Title:   Director

         /s/ Ronald E. Deal                          /s/ A. J. Dooley, Sr.
---------------------------------       ---------------------------------------
Name:    Ronald E. Deal                 Name:    A. J. Dooley, Sr.
Title:   Director                       Title:   Director


         /s/ Tom D. Efird                            /s/ Paul S. Goldsmith
---------------------------------       ---------------------------------------
Name:    Tom D. Efird                   Name:    Paul S. Goldsmith
Title:   Director                       Title:   Director

         /s/ L. Vincent Hackley                      /s/ Jane P. Helm
---------------------------------       ---------------------------------------
Name:    L. Vincent Hackley             Name:    Jane P. Helm
Title:   Director                       Title:   Director


<PAGE>


         /s/ Richard Janeway, M.D                    /s/ J. Ernest Lathem, M.D.
---------------------------------       ---------------------------------------
Name:    Richard Janeway, M.D.          Name:    J. Ernest Lathem, M.D.
Title:   Director                       Title:   Director

         /s/ James H. Maynard                        /s/ Joseph A. McAleer, Jr.
---------------------------------       ---------------------------------------
Name:    James H. Maynard               Name:    Joseph A. McAleer, Jr.
Title:   Director                       Title:   Director

         /s/ Albert O. McCauley                      /s/ Richard L. Player, Jr.
---------------------------------       ---------------------------------------
Name:    Albert O. McCauley             Name:    Richard L. Player, Jr.
Title:   Director                       Title:   Director

         /s/ C. Edward Pleasants, Jr.                /s/ Nido R. Qubein
---------------------------------       ---------------------------------------
Name:    C. Edward Pleasants, Jr.       Name:    Nido R. Qubein
Title:   Director                       Title:   Director

         /s/ E. Rhone Sasser                         /s/ Jack E. Shaw
---------------------------------       ---------------------------------------
Name:    E. Rhone Sasser                Name:    Jack E. Shaw
Title:   Director                       Title:   Director

         /s/ Harold B. Wells
---------------------------------
Name:    Harold B. Wells
Title:   Director





<PAGE>




 
                                   EXHIBIT 99


<PAGE>




 







                                BB&T CORPORATION
                        SUPPLEMENTAL DEFINED CONTRIBUTION
                      PLAN FOR HIGHLY COMPENSATED EMPLOYEES





















                            EFFECTIVE JANUARY 1, 1998


<PAGE>





                                BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES

                                TABLE OF CONTENTS
                                                              Page
Section 1. Establishment and Purpose                          -iv-
     1.1   Establishment of Plan                              -iv-
     1.2   Purpose of Plan                                    -iv-
     1.3   Application of Plan                                -2-

Section 2. Definitions and Construction                       -2-
     2.1   "Account"                                          -2-
     2.2   "Accrued Benefit"                                  -3-
     2.3   "Adjustment Date"                                  -3-
     2.4   "Affiliate"                                        -3-
     2.5   "Beneficiary"                                      -3-
     2.6   "Board"                                            -3-
     2.7   "Code"                                             -3-
     2.8   "Committee"                                        -3-
     2.9   "Company"                                          -4-
     2.10  "Company Discretionary Credits"                    -4-
     2.11  "Covered Compensation"                             -4-
     2.12  "Crediting Rate                                    -4-
     2.13  "Deferral Election Form"                           -5-
     2.14  "Effective Date"                                   -5-
     2.15  "Eligible Employee"                                -5-
     2.16  "Employee"                                         -5-
     2.17  "Employer"                                         -5-
     2.18  "Entry Date"                                       -6-
     2.19  "ERISA"                                            -6-
     2.20  "Incentive Compensation Credits"                   -6-
     2.21  "Incentive Compensation Plan"                      -6-
     2.22  "Index Fund                                        -6-
     2.23  "Index Fund Credit"                                -6-
     2.24  "Participant"                                      -7-
     2.25  "Plan"                                             -7-
     2.26  "Plan Year"                                        -7-
     2.27  "Salary Reduction Election Form"                   -7-
     2.28  "Salary Reduction Credits"                         -8-
     2.29  "Savings Plan"                                     -8-
     2.30  "Service"                                          -8-
     2.31  "Spouse"or "Surviving Spouse"                      -8-

Section 3. Credits to Account                                 -8-


<PAGE>



     3.1   Salary Reduction Credits                           -8-
     3.2   Company Discretionary Credits                      -9-
     3.3   Incentive Compensation Credits                     -9-

Section 4. Vesting                                            -10-

Section 5. Payment of Benefits                                -10-
     5.1   Distribution                                       -10-
     5.2   Payment of Benefits for Reasons Other Than Death   -10-
     5.3   Payment of Death Benefit                           -12-
     5.4   Rules                                              -12-

Section 6. Unforeseeable Emergency Payments                   -13-
     6.1   Conditions for Request                             -13-
     6.2   Written Request                                    -13-
     6.3   Processing of Request                              -13-
     6.4   Rules                                              -14-

Section 7. Deemed Investments and Adjustment of Accounts      -14-
     7.1   Deemed Investment of Accounts in Index Fund        -15-
     7.2   Adjustment of Fixed Rate Account                   -16-
     7.3   Adjustment of Index Fund Account                   -18-
     7.4   Rules                                              -19-
     7.5   Special Effective Date                             -19-

Section 8. Administration by Committee                        -19-
     8.1   Membership of Committee                            -19-
     8.2   Committee Officers; Subcommittee                   -19-
     8.3   Committee Meetings                                 -20-
     8.4   Transaction of Business                            -20-
     8.5   Committee Records                                  -20-
     8.6   Establishment of Rules                             -20-
     8.7   Conflicts of Interest                              -20-
     8.8   Correction of Errors                               -21-
     8.9   Authority to Interpret Plan                        -21-
     8.10  Third Party Advisors                               -21-
     8.11  Compensation of Members                            -22-
     8.12  Committee Expenses                                 -22-
     8.13  Indemnification of Committee                       -22-

Section 9. Funding                                            -22-

Section 10.   Allocation of Responsibilities                  -23-
     10.1. Board                                              -23-
     10.2  Committee                                          -23-
     10.3  Plan Administrator                                 -24-

                                      -ii-
<PAGE>

Section 11.   Benefits Not Assignable; Facility of Payments   -24-
     11.1  Benefits Not Assignable                            -24-
     11.2  Payments to Minors and Others                      -24-

Section 12.   Beneficiary                                     -25-

Section 13.   Amendment and Termination of Plan               -25-

Section 14.   Communication to Participants                   -26-

Section 15.   Claims Procedure                                -26-
     15.1  Filing of a Claim for Benefits                     -26-
     15.2  Notification to Claimant of Decision               -27-
     15.3  Procedure for Review                               -27-
     15.4  Decision on Review                                 -27-
     15.5  Action by Authorized Representative of Claimant    -28-

Section 16.   Parties to the Plan                             -28-
     16.1  Single Plan                                        -28-
     16.2  Service; Allocation of Costs                       -28-
     16.3  Committee                                          -29-
     16.4  Authority to Amend and Terminate                   -29-

Section 17.   Compliance with Section 16 of the Securities
              Exchange Act of 1934 and Rule 16b-3 Trading
              Restrictions                                    -29-

Section 18.   Miscellaneous Provisions                        -29-
     18.1  Notices                                            -29-
     18.2  Lost Distributees                                  -30-
     18.3  Reliance on Data                                   -30-
     18.4  Receipt and Release for Payments                   -30-
     18.5  Headings                                           -30-
     18.6  Continuation of Employment                         -30-
     18.7  Construction                                       -31-
     18.8  Nonliability of Employer                           -31-
     18.9  Severability                                       -31-
     18.10 Merger and Consolidation                           -31-
     18.11 Withholding Taxes                                  -31-



                                     -iii-
<PAGE>



                                BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES


                  Section 1.        Establishment and Purpose:

                  1.1  Establishment  of Plan : Effective as of January 1, 1998,
BB&T Corporation (the "Company")  established this supplemental  retirement plan
for the benefit of certain eligible highly compensated  employees of the Company
and  participating  Affiliates.  The plan shall be known as the BB&T CORPORATION
SUPPLEMENTAL  DEFINED  CONTRIBUTION PLAN FOR HIGHLY  COMPENSATED  EMPLOYEES (the
"Plan").  All  benefits  from the Plan shall be payable  solely from the general
assets of the Company and  participating  Affiliates.  The Plan is  comprised of
both an "excess  benefit  plan" within the meaning of Section 3(36) of ERISA and
an unfunded plan maintained for the purposes of providing deferred  compensation
to a "select  group of highly  compensated  employees"  within  the  meaning  of
Sections  201(2),  301(a)(3) and  401(a)(1) of ERISA.  The Plan,  therefore,  is
intended to be exempt from the participation,  vesting,  funding,  and fiduciary
requirements of Title I of ERISA.

                  1.2  Purpose of Plan : The  primary  purpose of the Plan is to
supplement the benefits payable to certain participants under the qualified BB&T
Corporation  401(k)  Savings Plan to the extent that such benefits are curtailed
by the  application  of certain  limits  imposed  by the Code.  The Plan is also
intended to provide certain  participants in the Company's  executive  incentive
compensation  plans with an effective  means of  deferring on a pre-tax  basis a
portion of the payments they are entitled to receive under such plans.


<PAGE>

 
                  1.3  Application  of  Plan  :  The  terms  of  this  Plan  are
applicable  only to  Participants  who are in the  Service  of the  Company or a
participating Affiliate on or after January 1, 1998.

                  Section 2.        Definitions and Construction:

                  Wherever  appropriate,  words used in the Plan in the singular
may include the plural, or the plural may be read as the singular. References to
one gender shall include the other. A capitalized  term used, but not defined in
the Plan,  shall have the same meaning given in Section 2.1 of the Savings Plan,
depending on the context in which the term is used.  Whenever used in this Plan,
including  Section 1 and this Section 2, the following  capitalized  terms shall
have the meaning set forth below  (unless  otherwise  indicated  by the context)
rather than any definition provided under the Savings Plan:

                  2.1 "Account"  means the  aggregate of the unfunded,  separate
bookkeeping accounts established and maintained with respect to each Participant
pursuant to the provisions of Section 7. The separate  bookkeeping accounts that
may be established  and maintained with respect to the Account shall include the
following:
                  2.1.1  "Discretionary  Account" means the separate bookkeeping
         account to be kept for each Participant to which Company  Discretionary
         Credits shall be credited.

                  2.1.2  "Incentive  Compensation  Account"  means the  separate
         bookkeeping  account to be kept for each Participant to which Incentive
         Compensation Credits under any designated  Incentive  Compensation Plan
         shall be credited.

                  2.1.3  "Prior Plan  Account"  means the  separate  bookkeeping
         account to be kept for each  Participant to reflect that portion of the
         Account (if any)  attributable to an account  maintained by an Employer
         on behalf of a Participant pursuant to any other unfunded  nonqualified
         plan or contract of deferred compensation which was transferred to this
         Plan at the direction of the Committee.

                  2.1.4   "Salary   Reduction   Account"   means  the   separate
         bookkeeping  account to be kept for each  Participant  to which  Salary
         Reduction Credits shall be credited.


                                     - 2 -
<PAGE>


 
Separate  sub-accounts  shall be established and maintained with respect to each
separate  bookkeeping  account  known as the "Fixed Rate Account" and the "Index
Fund  Account."  The Fixed  Rate  Account  and the Index Fund  Account  shall be
adjusted in the manner provided in Section 7.

                  2.2 "Accrued  Benefit" means with respect to each  Participant
the  balance  credited  to his  Account  as of the  applicable  Adjustment  Date
following adjustment thereof as provided in Section 7.

                  2.3 "Adjustment  Date" means each day securities are traded on
the New York Stock  Exchange,  except  regularly  scheduled  holidays  of Branch
Banking  and Trust  Company  ("BB&T"),  a North  Carolina  corporation  with its
principal office at Winston-Salem, North Carolina. The 15th day of each calendar
month is sometimes referred to herein as a "Monthly  Adjustment Date;" provided,
however,  that if the 15th day of a  calendar  month  falls  on a  weekend  or a
regularly  scheduled  holiday  of BB&T,  the  Monthly  Adjustment  Date for such
calendar month shall be the first Adjustment Date that immediately  precedes the
15th day of the calendar month.

                  2.4 "Affiliate" means any corporation which, with the Company,
is a member of a controlled  group of employers as defined in Section  414(b) of
the Code.

                  2.5  "Beneficiary"   means  the  person,   persons  or  entity
designated or determined pursuant to the provisions of Section 12 of the Plan to
receive the balance of the Participant's  Account under this Plan, if any, after
his death.

                  2.6  "Board"  means the Board of Directors of the Company.

                  2.7  "Code"  means  the  Internal  Revenue  Code of  1986,  as
                  amended,  and rules and  regulations  issued  thereunder.

                  2.8 "Committee" means the  Administrative  Committee  provided
for in Section 8.

                                     - 3 -
<PAGE>
 
                  2.9  "Company"  means  BB&T  Corporation,   a  North  Carolina
corporation with its principal office at Winston-Salem,  North Carolina,  or any
successor thereto by merger, consolidation or otherwise.

                  2.10  "Company   Discretionary   Credits"  means  the  amounts
credited to the Participant's Discretionary Account by the Committee pursuant to
the provisions of Section 3.2.

                  2.11 "Covered Compensation" means the wages within the meaning
of Section  3401(a) of the Code and all other  payments of  compensation  to the
Participant by the Employer (in the course of the Employer's  trade or business)
for  which the  Employer  is  required  to  furnish  the  Participant  a written
statement  (as  currently  reportable  on  Form  W-2)  under  Sections  6041(d),
6051(a)(3) and 6052 of the Code, but determined without regard to any rules that
limit the remuneration  included in wages based on the nature or location of the
employment or the services performed, subject to the following adjustments:

                  (a) There shall be excluded  amounts paid or reimbursed by the
         Employer for moving expenses  incurred by the Participant to the extent
         that at the time of payment  it is  reasonable  to  believe  that these
         amounts are  deductible  by the  Participant  under  Section 217 of the
         Code;

                  (b) There  shall be  excluded  any fringe  benefits or welfare
         benefits;

                  (c) There shall be included  any  amounts  contributed  by the
         Participant  to an employee  benefit  plan  maintained  by the Employer
         pursuant to a salary  reduction  agreement  which are not includible in
         the gross income of the  Participant  under  Sections  125,  402(e)(3),
         402(h) or 403(b) of the Code;

                  (d) There shall be included any compensation deferred pursuant
         to Sections 3.1 and 3.3 of this Plan; and

                  (e) There  shall  be   included   amounts  in  excess  of  the
         limitation described in Section 401(a)(17) of the Code.

                                     - 4 -
<PAGE>
                  2.12  "Crediting  Rate " means  the rate in  effect  as of the
first day of each Plan Year and  utilized  throughout  the  entire  Plan Year in
crediting   interest  to  the  balance  in  the  Fixed  Rate  Accounts  of  each
Participant.  The Crediting Rate shall be determined in the manner  described in
Exhibit A attached  hereto,  as the same may be amended from time to time by the
Committee.  Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Crediting Rate for such Plan Year.
                  
                  2.13 "Deferral Election Form" means the election form executed
by the Participant pursuant to the provisions of Section 3.3 of the Plan.

                  2.14 "Effective Date"  means January 1, 1998.

                  2.15 "Eligible Employee" means each Employee who is determined
by the Committee to be a highly compensated  employee and who is selected by the
Committee to  participate  in the Plan. In no event may an Employee whose annual
compensation   is  less  than  the   dollar   amount   specified   in  Code  ss.
414(q)(1)(B)(i)  be considered  highly  compensated for purposes of the Plan. An
Employee shall cease to be an Eligible  Employee  immediately  upon the first to
occur  of the  following:  (i)  the  Employee's  termination  of  Service;  (ii)
determination  by  the  Committee  that  the  Employee  is no  longer  a  highly
compensated  employee;  or  (iii)  determination  by the  Committee  in its sole
discretion  that the Employee  shall no longer be eligible to participate in the
Plan. See Section 2.24 with respect to provisions governing participation in the
Plan by an Eligible Employee.

                  2.16  "Employee"  means an  individual  in the  Service of the
Employer  if the  relationship  between  him  and  the  Employer  is  the  legal
relationship of employer and employee.

                  2.17   "Employer"   means  the   Company   and   participating
Affiliates.  See  Section 16 for  special  provisions  concerning  participating
Affiliates.

                                     - 5 -
<PAGE>

                  2.18 "Entry  Date"  means the  Effective  Date and  thereafter
January  1  of  each  Plan  Year.  Under  special  circumstances,  such  as  the
acquisition  of an  Affiliate,  the  Committee  may  designate a date other than
January 1 of a Plan Year as an Entry Date.

                  2.19 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended  (including  amendments  of the Code  affected  thereby) and
rules and regulations issued thereunder.

                  2.20  "Incentive   Compensation  Credits"  means  the  amounts
credited to the Participant's  Incentive  Compensation  Account by the Committee
pursuant to the provisions of Section 3.3.

                  2.21  "Incentive   Compensation   Plan"  means  any  executive
incentive  compensation  plan  maintained  by the Company,  as designated by the
Committee  on Exhibit B attached  hereto as the same may be amended from time to
time,  under which a  Participant  is entitled to receive an annual or long-term
cash award based on the satisfaction of pre-established,  objective  performance
goals.

                  2.22 "Index Fund " means the mutual fund  described in Exhibit
C  attached  hereto,  as the  same  may be  amended  from  time  to  time by the
Committee.  Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Index Fund for such Plan Year.

                  2.23 "Index Fund Credit" means a bookkeeping unit used for the
purpose of crediting  deemed  shares of the Index Fund to the Index Fund Account
of each  Participant.  Each Index Fund Credit shall be equal to one share of the
Index Fund.  The value of each Index Fund Credit shall be  equivalent to the net
value of a share of the Index Fund as of the applicable Adjustment Date.

                                     - 6 -
<PAGE>

                  2.24  "Participant"  means  with  respect  to any Plan Year an
Eligible  Employee  who has entered the Plan and any former  Employee who has an
Accrued  Benefit  remaining  under the Plan.  An Eligible  Employee  who has not
otherwise  entered the Plan shall enter the Plan and become a Participant  as of
the Entry Date determined by the Committee;  provided, that an Eligible Employee
shall not become a Participant in this Plan unless (i) the  contributions to his
Tax-Deferred  Contributions  Account  under the Savings  Plan are less than such
contributions  would  otherwise  be under the Savings  Plan if such plan did not
observe the limitations described in Sections 401(a)(17), 401(k), 402(g) and 415
of the Code, or if such Plan included  deferrals  under  Sections 3.1 and 3.3 of
this  Plan  in its  definition  of  Compensation;  or  (ii)  he is  eligible  to
participate in any Incentive  Compensation Plan. A Participant shall cease to be
a Participant  as of the date he ceases to be an Eligible  Employee or ceases to
be a  participant  in the Savings Plan and any  Incentive  Compensation  Plan. A
Participant  who separates  from Service with the Employer and who later returns
to Service  will not be eligible to reenter  this Plan and become a  Participant
except upon  satisfaction  of such terms and  conditions as the Committee  shall
establish  following  the  Participant's  return to Service,  whether or not the
Participant  shall have an Accrued Benefit  remaining under the Plan on the date
of his return to Service.  The Eligible Employees eligible to participate in the
Plan are designated on Exhibit D attached hereto, as it may be amended from time
to time by the Committee.

                  2.25  "Plan"  means  the  unfunded,   non-qualified   deferred
compensation  plan as herein set out or as duly amended.

                  2.26 "Plan Year" means the 12-calendar-month  period ending on
December 31 of each year.

                  2.27 "Salary Reduction  Election Form" means the election form
executed by the  Participant  pursuant to the  provisions  of Section 3.1 of the
Plan.

                                     - 7 -
<PAGE>

                  2.28 "Salary Reduction  Credits" means the amounts credited to
the  Participant's  Salary  Reduction  Account by the Committee  pursuant to the
provisions of Section 3.1 of the Plan.

                  2.29 "Savings Plan" means the BB&T Corporation  401(k) Savings
Plan (as amended and restated as of January 1, 1997),  as it may be amended from
time to time.

                  2.30 "Service"  means   employment  by  the  Employer  as  an
Employee.

                  2.31 "Spouse" or "Surviving Spouse" means, except as otherwise
provided in the Plan, the legally married or surviving spouse of a Participant.
                  
Section 3.        Credits to Account:

                  3.1      Salary Reduction Credits :

                  3.1.1    Amount of Salary Reduction Credits:

                           (a)  Each  Participant  who is a  participant  in the
                  Savings  Plan may  elect,  by  executing  a  Salary  Reduction
                  Election  Form,  to  reduce on a  pre-tax  basis  his  Covered
                  Compensation  from the Employer for any Plan Year by an amount
                  equal to the difference between (1) and (2), where:

                                    (1)  is  a  whole   percentage   of  Covered
                           Compensation   equal   to   the   same   contribution
                           percentage  elected by the Participant  under Section
                           4.3 of the  Savings  Plan  (as  such  Section  may be
                           hereafter amended); and

                                    (2)  is  an  amount  equal  to  the  maximum
                           Tax-Deferred Contributions that has been, or will be,
                           made to the Participant's  Tax-Deferred Contributions
                           Account  under  the  Savings  Plan  (determined  with
                           respect  to all  Savings  Plan  provisions,  and  the
                           limitations described in Sections 401(a)(17), 401(k),
                           401(m),  402(g)  and 415 of the  Code)  for such Plan
                           Year.

                           (b)  An  amount  equal  to the  Participant's  Salary
                  Reduction  Credits  shall be credited by the  Committee to the
                  Salary  Reduction  Account   maintained  for  the  Participant
                  pursuant to Section 7.

                  3.1.2 Time for Crediting Salary Reduction Credits:  The amount
         of Salary  Reduction  Credits to be  credited  to the Salary  Reduction
         Account of a Participant shall be credited to the Participant's  Salary
         Reduction  Account  at  the  same  time  and  in  the  same  manner  as
         Tax-Deferred   Contributions   are   credited   to  the   Participant's
         Tax-Deferred Contribution Account under the Savings Plan.

                                     - 8 -
<PAGE>


                  3.1.3    Administrative  Rules  Governing   Salary   Reduction
         Elections:  A salary reduction election pursuant to Section 3.1.1 shall
         be made by the Participant by executing and delivering to the Committee
         a Salary  Reduction  Election  Form in  accordance  with such rules and
         procedures  as are  adopted  by the  Committee  from time to time.  The
         Salary Reduction  Election Form must be received by the Committee prior
         to the  beginning  of each  Plan Year (or the date the  Participant  is
         first  eligible to  participate  in the Savings  Plan, if he becomes so
         eligible  during the Plan Year) and shall be  irrevocable  for the Plan
         Year (or remainder of the Plan Year), if applicable.


<PAGE>


 
                  3.2      Company Discretionary Credits :

                  3.2.1    Amount of  Company   Discretionary   Credits:  At the
         discretion  of  the Company  and  pursuant  to  the  directions  of the
         Company,  the Committee shall credit to the Discretionary  Account of a
         Participant a Company  Discretionary  Credit,  which shall be an amount
         determined by the Company.  The  determination of which  Participant or
         Participants shall be credited with a Company  Discretionary Credit and
         the amount of such credit shall be determined solely by the Company.

                  3.2.2    Time for Crediting Company Discretionary Credits: The
         amount  of  Company   Discretionary  Credits  to  be  credited  to  the
         Discretionary  Account  of the  Participant  shall be  credited  by the
         Committee to the  Participant's  Discretionary  Account at such time or
         times as the Committee so designates.

                  3.3      Incentive Compensation Credits :

                  3.3.1    Amount  of  Incentive  Compensation   Credits:   Each
         Participant who is a participant in any Incentive Compensation Plan may
         elect,  by executing a Deferral  Election  Form, to defer,  on a pretax
         basis,  an amount equal to either 10%,  20%,  30%,  40%, 50%, 60%, 70%,
         80%,  90%, or 100% of the benefit  otherwise  payable to him under such
         Incentive  Compensation  Plan.  An amount equal to the amount  deferred
         shall be credited by the Committee as an Incentive  Compensation Credit
         to the Incentive Compensation Account of the Participant.

                  3.3.2    Time  for  Crediting  Incentive Compensation Credits:
         The amount of Incentive Compensation Credits  to  be  credited  to  the
         Incentive  Compensation Account of the Participant shall be credited by
         the Committee to the Participant's Incentive Compensation Account as of
         that  date  certain  which the  benefits  payable  under the  Incentive
         Compensation Plan would have otherwise been paid to the Participant.


                                     - 9 -
<PAGE>

                  3.3.3    Administrative Rules Governing Incentive Compensation
         Credits:  An election by the Participant to defer benefits earned under
         an Incentive  Compensation Plan pursuant to Section 3.3.1 shall be made
         on a Deferral  Election Form at a time  determined by the Committee and
         shall be irrevocable  when made. In establishing  the time of election,
         the  Committee  shall  select  a  date  that  will  not  result  in the
         constructive  receipt  of income to a  Participant  who elects to defer
         benefits earned under the Incentive Compensation Plan.

         Section 4.        Vesting:

                  The interest of a Participant in his Salary Reduction Account,
Discretionary  Account,  Incentive  Compensation  Account and Prior Plan Account
shall be fully vested (i.e., nonforfeitable) at all times.

                  Section 5.        Payment of Benefits:

                  5.1 Distribution : Except as otherwise  provided in Section 6,
the vested  Accrued  Benefit of a Participant  shall be  distributed  to or with
respect to a Participant only upon termination of the Participant's Service with
the Employer (including all Affiliates thereof).  Payment of benefits on account
of a non-death  termination of Service shall be made in accordance  with Section
5.2.  Payment of  benefits on account of the death of the  Participant  shall be
made in accordance with Section 5.3.

                  5.2      Payment of Benefits for Reasons Other Than Death :

                  5.2.1    Form of Distribution:  Subject  to the  provisions of
         Section  17,  the  vested  Accrued  Benefit  of a  Participant  who has
         terminated Service for any reason other than death shall be paid to the
         Participant  or  applied  for his  benefit  under one of the  following
         options, as elected by the Participant:

                           (1)  Term  Certain  Option:  Payment  of  his  vested
                  Accrued  Benefit  to him in monthly  installments  over a term
                  certain not to exceed 180 months. If the term certain selected
                  by the Participant pursuant to this Section 5.2.1 would result
                  in payments of less than $100.00 per month,  payments shall be
                  made at the rate of $100.00 per month until the  Participant's
                  vested Accrued Benefit is paid in full.

                           (2) Lump Sum  Option:  Payment of his vested  Accrued
Benefit to him in a lump sum.


                                     - 10 -
<PAGE>

         The election of the form of distribution (the "Form Election") shall be
         made by the  Participant  on a form approved by the Committee and filed
         with the  Committee as provided in Section  5.2.3.  If the  Participant
         fails to elect a distribution  option, his vested Accrued Benefit shall
         be paid to him under the Lump Sum Option. The amount of a Participant's
         vested Accrued Benefit for purposes of any  distribution  made pursuant
         to this Section 5 shall be  determined as of the  Adjustment  Date such
         distribution is actually processed by the Committee or its designee.

                  5.2.2    Commencement and Timing  of  Distribution:  Except as
         otherwise  provided  in  Section 6 and  subject  to the  provisions  of
         Section 17, no benefit  payments will be made to the  Participant  from
         the Plan under this Section 5.2 until the Service of the Participant is
         terminated. Payment of his vested Accrued Benefit shall commence within
         one of the following periods, as elected by the Participant:

                  Option            (1)  Distribution  shall commence within the
                                    60-day  period next  following  the date the
                                    Service of the Participant terminates.

                  Option            (2)  Distribution  shall commence within the
                                    period beginning on the first day of January
                                    of the Plan Year which next follows the Plan
                                    Year in which the Service of the Participant
                                    terminated  and  ending  on the  last day of
                                    February of such Plan Year.

                  Option            (3)  Distribution  shall commence within the
                                    60-day  period next  following  the date the
                                    Participant attains age 65.

                  Option            (4)  Distribution  shall commence within the
                                    period beginning on the first day of January
                                    of the Plan Year which next follows the Plan
                                    Year in which the Participant attains age 65
                                    and  ending on the last day of  February  of
                                    such Plan Year.

         The election of the date as of which  distribution  shall commence (the
         "Timing  Election")  shall be made on a form  approved by the Committee
         and filed with the  Committee  as  provided  in Section  5.2.3.  If the
         Participant  fails to elect one of these  options,  Option  (1) will be
         deemed to have been elected by the Participant.

                  5.2.3    Timing of Election:  The  Form  Election  and  Timing
         Election  shall be made by the  Participant on or before the Entry Date
         the  Participant  enters the Plan.  The  Participant's  election may be
         revoked at any time by the  Participant  during the "Election  Period."
         The Election Period begins as of the Entry Date the Participant  enters
         the  Plan  and  ends  on the  earlier  to  occur  of (i) the  date  the
         Participant  terminates  Service;  or (ii) the date which  precedes the
         date  payment of his benefit is to  commence  by twelve  (12)  calendar
         months. The Form Election and Timing Election in effect as of the close
         of the Election Period shall be irrevocable.

                                     - 11 -
<PAGE>


                  5.2.4    Medium of  Distribution:  Distributions from the Plan
         shall be made in cash.

                  5.2.5    Installment Payments:  If  the  Participant's  vested
         Accrued  Benefit is to be distributed in  installments  pursuant to the
         Term  Certain  Option,  the amount of each  monthly  installment  shall
         initially  be equal to the value of the Account as of the date  benefit
         payments are to commence  multiplied  by a fraction,  the  numerator of
         which  shall be one and the  denominator  of which  shall be the  total
         number of  installments  to be paid. As of each February 1 (the "Annual
         Valuation Date"), the amount of the monthly  installment  payment shall
         be adjusted so that for the twelve  consecutive  month period beginning
         on such Annual  Valuation  Date the amount of each monthly  installment
         payment  shall be equal to the  value  of the  Account  on such  Annual
         Valuation Date  multiplied by a fraction,  the numerator of which shall
         be one and the denominator of which shall be the number of installments
         remaining  to be paid.  The  Account  shall  continue to be adjusted as
         provided in Section 7 until the entire balance  credited to the Account
         has been paid.

                  5.3   Payment of Death Benefit: On the death of a Participant,
his vested Accrued  Benefit shall be paid to his  Beneficiary in accordance with
the following special provisions:

                  5.3.1    Death Before Payments Begin:  If the Participant dies
         before payment of his vested Accrued  Benefit begins under Section 5.2,
         payment of his vested Accrued Benefit to his Beneficiary shall commence
         as soon as practicable  following the date of the  Participant's  death
         but in no event  earlier than the sixtieth day next  following the date
         of the  Participant's  death.  The amount of the  Participant's  vested
         Accrued Benefit for purposes of any distribution  made pursuant to this
         Section  5.3.1  shall be  determined  as of the  Adjustment  Date  such
         distribution  is actually  processed by the  Committee or its designee.
         The  vested  Accrued  Benefit of the  Participant  shall be paid to the
         Beneficiary  in cash  under the Lump Sum  Option  described  in Section
         5.2.1(2).

                  5.3.2    Death After Payments Begin:  If  the Participant dies
         on  or  after  payment  of  his vested Accrued Benefit  commences under
         Section 5.2, the remaining payments (if any) that would have been  made
         to the Participant had he not died shall be made to  the  Participant's
         Beneficiary  in the same  manner  as they  would  have been paid to the
         Participant had he lived.

                  5.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which distributions will be made from the Plan so that the Plan may be
conveniently administered.

                                     - 12 -
<PAGE>

                  Section 6.        Unforeseeable Emergency Payments:

                  6.1  Conditions  for  Request : Subject to the  provisions  of
Section 17, a Participant  may, at any time prior to his termination of Service,
make application to the Committee to receive a cash payment in a lump sum of all
or a  portion  of the  total  amount  credited  to his  Account  by reason of an
unforeseeable  emergency. The amount of a payment on account of an unforeseeable
emergency  shall not exceed the amount  required to meet the financial  hardship
created by the unforeseeable  emergency and not otherwise  reasonably  available
from other  resources  of the  Participant  (including  all amounts  that may be
withdrawn  from  the  Savings  Plan).  An  unforeseeable  emergency  is a severe
financial  hardship to the  Participant  resulting  from a sudden and unexpected
illness or accident of the  Participant  or of a dependent  of the  Participant,
loss of a Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.  The  determination  of whether an  unforeseeable  emergency
exists  within the scope of this  Section 6.1 shall be made by the  Committee in
its sole and absolute discretion, and its decision to grant or deny a payment on
account of an unforeseeable  emergency shall be final. The Committee shall apply
uniform and nondiscriminatory standards in making its decision.

                  6.2 Written Request : The Participant's  request for a payment
on  account  of an  unforeseeable  emergency  must  be made  in  writing  to the
Committee.  The request must specify the nature of the financial  hardship,  the
total  amount to be paid from his  Account,  and the total  amount of the actual
expense incurred or to be incurred on account of hardship.

                  6.3  Processing of Request : If a payment under this Section 6
is approved,  such payment shall be made as soon thereafter as practicable.  The
processing  of the request  shall be completed as soon as  practicable  from the

                                     - 13 -
<PAGE>

date on which the Committee  receives the properly completed written request for
a payment on account of an unforeseeable  emergency. If a Participant terminates
Service after a request is approved in accordance  with this Section 6 but prior
to payment of the full amount  approved,  the  approval of his request  shall be
automatically  void and the  benefits he is  entitled to receive  under the Plan
shall be paid in accordance with the applicable  payment provisions of the Plan.
Only one payment because of an unforeseeable  emergency shall be made within any
Plan Year. A hardship  withdrawal  made under this Section 6 shall be charged to
the separate  bookkeeping  accounts  which comprise the Account in the following
order: (i) Incentive  Compensation Account; (ii) Salary Reduction Account; (iii)
Prior Plan Account; and (iv) Discretionary Account. Subject to the provisions of
Section  17,  with  respect  to each such  separate  bookkeeping  account,  such
hardship  withdrawal  shall be charged to the Fixed Rate  Account  and the Index
Fund  Account with respect to such  separate  bookkeeping  account on a pro rata
basis.

                  6.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which such payments because of an unforeseeable  emergency may be made
so that the Plan may be conveniently administered.

                  Section 7.     Deemed Investments and Adjustment of Accounts:

                  The Committee  shall  establish and maintain in behalf of each
Participant the following four separate bookkeeping accounts with respect to his
Account: (1) Salary Reduction Account; (2) Discretionary  Account; (3) Incentive
Compensation  Account;  and (4) Prior Plan  Account.  The  Committee  shall also
establish  and maintain with respect to each  separate  bookkeeping  account two
sub-accounts,  one entitled the "Fixed Rate Account" and the other  entitled the
"Index Fund Account."

                                     - 14 -
<PAGE>

                  7.1  Deemed   Investment  of  Accounts  in  Index  Fund  :  In
accordance with procedures adopted by the Committee,  a Participant may elect to
have all or a portion  (in whole  percentages  of 5%) of the amount  credited to
each separate bookkeeping account deemed invested in the Index Fund. An election
to invest in the Index Fund shall be made by the  Participant in accordance with
such rules and  procedures  as are adopted by the  Committee  from time to time.
Subject to the provisions of Section 7.2, any amounts  credited to each separate
bookkeeping  account of the  Participant  which are not deemed to be invested in
the Index Fund shall be credited to the Fixed Rate Account (which functions as a
sub-account  of the  applicable  separate  bookkeeping  account)  and  shall  be
credited with earnings as described in Section 7.3.  Unless  modified or revoked
by the  Participant,  an election to invest in the Index Fund shall  continue in
effect until such time as the distribution of the  Participant's  vested Accrued
Benefit is processed by the  Committee  or its designee in  accordance  with the
provisions  of Section 5. A  Participant  unilaterally  may modify or revoke his
election as of any Monthly  Adjustment  Date by providing  advance notice to the
Committee in  accordance  with such rules and  procedures  as are adopted by the
Committee from time to time. Any amount the Participant has elected to be deemed
invested  in the Index Fund shall be  converted  into Index Fund  Credits in the
manner and as of the Adjustment Date described in Exhibit E attached hereto,  as
the same may be  amended  from time to time by the  Committee.  The value of any
Index Fund Credits the  Participant has elected to be deemed sold from his Index
Fund Accounts and credited to his Fixed Rate Accounts shall be determined in the
manner and as of the Adjustment Date described in Exhibit E attached hereto,  as
the same  may  be  amended  from  time  to  time  by  the  Committee. All deemed

<PAGE>

dividends, capital  gains or  other income distributions payable with respect to
the Index Fund Credits allocated to the  Participant's  Index Fund Account shall
be converted into Index Fund Credits in the manner and as of the Adjustment Date
described in Exhibit E attached hereto,  as the same may be amended from time to
time by the  Committee.  In the event the  Committee  shall change the manner in
which  amounts are to be  converted to Index Fund Credits or the manner in which
Index Fund Credits are to be deemed sold,  it shall  communicate  such change to
Participants  in writing in advance of the date such change is to be  effective.
Fractional  shares shall be accounted for as such. The Index Fund Accounts shall
be adjusted as provided in Section 7.4.

                  7.2  Adjustment  of Fixed Rate Account : Except as provided in
Section 7.3 with respect to the adjustment of the Index Fund Accounts, as of the
close of  business  of the  Company  on each  Adjustment  Date,  each Fixed Rate
Account with respect to each separate  bookkeeping  account shall be adjusted as
follows:

                  7.2.1  Salary  Reduction  Fixed Rate  Account:  The Fixed Rate
         Account  (which  account  functions  as a  sub-account  of  the  Salary
         Reduction Account) of each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date,  and (ii) the total amount deemed
                  applied since the next preceding Adjustment Date to the deemed
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Salary Reduction Account).

                           (2) There shall be credited  the total  amount of any
                  Salary Reduction  Credits made to such account with respect to
                  the Participant since the last preceding Adjustment Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account  of  the  Salary  Reduction  Account)  as of  such
                  Adjustment Date (after  adjustment for any distributions as of
                  such Adjustment Date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                                     - 16 -
<PAGE>

                  7.2.2 Discretionary Fixed Rate Account: The Fixed Rate Account
         (which account functions as a sub-account of the Discretionary Account)
         of each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date, and (ii) the total amount applied
                  since  the  next  preceding  Adjustment  Date  to  the  deemed
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Discretionary Account).

                           (2) There shall be credited  the total  amount of any
                  Company  Discretionary  Credits  made  to  such  account  with
                  respect to the Participant since the last preceding Adjustment
                  Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account   of  the   Discretionary   Account)  as  of  such
                  Adjustment Date (after  adjustment for any distributions as of
                  such adjustment date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                  7.2.3  Incentive  Compensation  Fixed Rate Account:  The Fixed
         Rate Account (which account functions as a sub-account of the Incentive
         Compensation  Account)  of each  Participant  shall be adjusted in this
         order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date and (ii) the total  amount  deemed
                  applied  since  the  next  preceding  Adjustment  Date  to the
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Incentive Compensation Account).

                           (2) There shall be credited  the total  amount of any
                  Incentive  Compensation  Credits  made  to such  account  with
                  respect to the Participant since the last preceding Adjustment
                  Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                                     - 17 -
<PAGE>

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account of the Incentive  Compensation Account) as of such
                  Adjustment Date (after  adjustment for any distributions as of
                  such adjustment date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                  7.2.4 Prior Plan Fixed Rate  Account:  The Fixed Rate  Account
         (which account functions as a sub-account of the Prior Plan Account) of
         each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date and (ii) the total  amount  deemed
                  applied  since  the  next  preceding  Adjustment  Date  to the
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Prior Plan Account).

                           (2) There shall be credited  the total  amount of any
                  Prior Plan  Account  Credits made to such account with respect
                  to the Participant since the last preceding Adjustment Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account  of the Prior Plan Account) as of such  Adjustment
                  Date  (after  adjustment  for  any  distributions  as of  such
                  adjustment date but prior to adjustment for credits as of such
                  date), and (B) is the Crediting Rate.

                  7.3  Adjustment  of Index  Fund  Account  : As of the close of
business  of the  Company  on each  Adjustment  Date,  the  number of Index Fund
Credits  allocated to the Index Fund Account of each Participant with respect to
each separate bookkeeping account shall be adjusted in the following order:

                  7.3.1  There shall be debited  any Index Fund  Credits  deemed
         sold from the Index Fund Account  since the next  preceding  Adjustment
         Date.

                                     - 18 -
<PAGE>

                  7.3.2 There shall be credited (i) any shares of the Index Fund
         deemed  purchased with amounts  converted into Index Fund Credits,  and
         (ii) any additional  shares of Index Fund Credits deemed purchased as a
         result  of  any  deemed  dividends,   capital  gains  or  other  income
         distributions  payable since the next  preceding  Adjustment  Date with
         respect to Index Fund Credits allocated to the Participant's Index Fund
         Account.

                  7.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee  may  establish  any rules or  regulations  necessary to implement the
provisions of this Section 7.

                  7.5 Special Effective Date:  Notwithstanding  any provision of
the Plan to the  contrary,  the  provisions  of the Plan  relating to the deemed
investment in the Index Fund shall not become  effective  until the later of (i)
January 1, 1998; or (ii) the date of approval of the Plan by the Board.

                  Section 8.        Administration by Committee:

                  8.1  Membership of Committee:  The Committee  shall consist of
not less than three nor more than seven  individuals  who shall be  appointed by
the Board to serve at the pleasure of the Board. Any member of the Committee may
resign,  and his  successor,  if any,  shall  be  appointed  by the  Board.  The
Committee shall be responsible for the general administration and interpretation
of the Plan and for carrying out its provisions, except to the extent all or any
of such obligations are specifically imposed on the Board.

                  8.2  Committee  Officers;  Subcommittee:   The  members of the
Committee  shall elect a Chairman and may elect an acting  Chairman.  They shall
also elect a Secretary and may elect an acting Secretary,  either of whom may be
but need not be a member of the  Committee.  The  Committee may appoint from its
membership such subcommittees with such powers as the Committee shall determine,
and may  authorize one or more of its members or any agent to execute or deliver
any instruments or to make any payment in behalf of the Committee.  The Chairman

                                     - 19 -
<PAGE>

of the Committee shall constitute the Plan  Administrator and shall be agent for
service of legal process on the Plan. In addition, notwithstanding any provision
herein, any subcommittee  established by the Committee or any Board committee or
subcommittee may be granted such authority, and be comprised of such members, as
is necessary to comply with the  conditions  imposed by Rule 16b-3,  promulgated
under Section 16 of the  Securities  Exchange Act of 1934, as amended (the "1934
Act").

                  8.3  Committee  Meetings:    The  Committee  shall  hold  such
meetings upon such notice,  at such places and at such  intervals as it may from
time to time  determine.  Notice of meetings  shall not be required if notice is
waived in writing by all the members of the Committee at the time in office,  or
if all such members are present at the meeting.

                  8.4 Transaction of Business:  A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those present at any such meeting and entitled
to vote. Resolutions may be adopted or other action taken without a meeting upon
written consent thereto signed by all of the members of the Committee.

                  8.5 Committee  Records:  The Committee shall maintain full and
complete  records  of  its  deliberations  and  decisions.  The  minutes  of its
proceedings shall be conclusive proof of the facts of the operation of the Plan.
The records of the  Committee  shall  contain all relevant  data  pertaining  to
individual Participants and their rights under the Plan.

                  8.6 Establishment of Rules:  Subject to the limitations of the
Plan,  the  Committee may from time to time  establish  rules or by-laws for the
administration of the Plan and the transaction of its business.

                  8.7  Conflicts  of  Interest:   No  individual  member  of the
Committee shall have any right to vote or decide upon any matter relating solely

                                     - 20 -
<PAGE>

to himself or to any of his rights or benefits  under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other action
taken without a meeting).

                  8.8  Correction of Errors:  The  Committee may correct  errors
and,  so far as  practicable,  may  adjust  any  benefit  or credit  or  payment
accordingly.  The Committee may in its discretion waive any notice  requirements
in the Plan; provided, that a waiver of notice in one or more cases shall not be
deemed to  constitute a waiver of notice in any other case.  With respect to any
power or authority  which the  Committee has  discretion  to exercise  under the
Plan, such discretion shall be exercised in a nondiscriminatory manner.

                  8.9  Authority  to  Interpret  Plan:   Subject  to the  claims
procedure  set forth in Section  15, the  Committee  and the Plan  Administrator
shall have the duty and  discretionary  authority to interpret  and construe the
provisions  of the Plan and decide any  dispute  which may arise  regarding  the
rights of  Participants  hereunder,  including  the  discretionary  authority to
interpret  the  Plan  and  to  make   determinations   as  to  eligibility   for
participation and benefits under the Plan. Interpretations and determinations by
the Committee and the Plan  Administrator  shall apply  uniformly to all persons
similarly  situated  and  shall be  binding  and  conclusive  on all  interested
persons.  Such interpretations and determinations shall only be set aside if the
Committee and the Plan  Administrator  are found to have acted  arbitrarily  and
capriciously in interpreting and construing the provisions of the Plan.

                  8.10  Third  Party  Advisors:   The  Committee  may  engage an
attorney,  accountant or any other  technical  advisor on matters  regarding the
operation  of the Plan and to perform  such other duties as shall be required in
connection therewith,  and may employ such clerical and related personnel as the
Committee  shall deem  requisite or desirable in carrying out the  provisions of
the Plan.

                                     - 21 -
<PAGE>

                  8.11 Compensation of Members:  No fee or compensation shall be
paid to any member of the Committee for his service as such.


                  8.12 Committee  Expenses:  The Committee  shall be entitled to
reimbursement by the Company for its reasonable  expenses  properly and actually
incurred in the performance of its duties in the administration of the Plan.

                  8.13 Indemnification of Committee:  No member of the Committee
shall be  personally  liable  by  reason  of any  contract  or other  instrument
executed  by him or on his  behalf  as a  member  of the  Committee  nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless,  directly from its own assets (including the proceeds of any insurance
policy the premiums  for which are paid from the  Company's  own  assets),  each
member of the Committee  and each other  officer,  Employee,  or director of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of  the  Plan  may  be  delegated  or  allocated,   against  any
unreimbursed or uninsured cost or expense  (including any sum paid in settlement
of a claim with the prior written  approval of the Board) arising out of any act
or  omission  to act in  connection  with the Plan  unless  arising  out of such
person's own fraud, bad faith, willful misconduct or gross negligence.

                  Section 9.        Funding:

                  The Plan is intended to be both an excess  benefit plan and an
unfunded plan of deferred  compensation  maintained for a select group of highly
compensated employees. The obligation of the Employer to make payments hereunder
shall  constitute  a  general  unsecured  obligation  of  the  Employer  to  the
Participant.  Notwithstanding  the  foregoing,  the Company shall  establish and
maintain a special separate fund as provided for in the document  entitled "BB&T
Corporation  Non-Qualified Deferred Compensation Trust." The Employer shall make
contributions  to the  trust  from  time to time in  accordance  with  Section 5

                                     - 22 -
<PAGE>
thereof.  Notwithstanding the foregoing, no Participant or his Beneficiary shall
have any legal or equitable  rights,  interest or claims in any particular asset
of the trust or the Employer by reason of the Employer's  obligation  hereunder,
and nothing  contained herein shall create or be construed as creating any other
fiduciary  relationship  between the  Employer  and a  Participant  or any other
person.  To the extent that any person acquires a right to receive payments from
the trust or the  Employer  hereunder,  such right shall be no greater  than the
right of an unsecured creditor of the Employer.

                  Section  10.  Allocation  of  Responsibilities:   The  persons
responsible for the Plan and the duties and responsibilities  allocated to each,
which shall be carried out in  accordance  with the other  applicable  terms and
provisions of the Plan, shall be as follows:

                  10.1.    Board:

                           (i)      To amend the Plan (other than the Exhibits);

                           (ii)     To  appoint  and   remove  members  of   the
                  Committee;

                           (iii)    To terminate the Plan; and

                           (iv) To take any  actions  required  to  comply  with
                  federal and state  securities  laws (except to the extent that
                  the  Committee  or a  committee  or  subcommittee  established
                  pursuant to Section 8.2 is authorized to do so).

                  10.2     Committee:

                           (i)      To  determine  the   Employees  eligible  to
                  participate in the Plan;

                           (ii)     To interpret the  provisions of the Plan and
                  to determine the rights of the  Participants  under  the Plan,
                  except to the extent otherwise provided in Section 15 relating
                  to claims procedure;

                           (iii)    To administer the Plan  in  accordance  with
                  its terms, except to the extent powers to administer the  Plan
                  are specifically delegated  to  another  person or  persons as
                  provided in the Plan;

                           (iv)     To  account  for  the  Accrued  Benefits  of
                  Participants;

                                     - 23 -
<PAGE>
                           (v)      To  direct  the  Employer  in the payment of
                  benefits, and

                           (vi) To the extent  necessary or advisable,  to amend
                  the Exhibits attached hereto.

                  10.3     Plan Administrator :

                           (i)      To file such reports as may be required with
                  the United States Department of Labor,  the  Internal  Revenue
                  Service and any other government agencies to which reports may
                  be required to be submitted from time to time;

                           (ii)     To provide for disclosure of Plan provisions
                  and other information relating to the Plan to Participants and
                  other interested parties; and

                           (iii)    To administer the  claims  procedure  to the
                  extent provided in Section 15.

                  Section 11.     Benefits Not Assignable; Facility of Payments:

                  11.1 Benefits Not  Assignable : No portion of any benefit held
or paid under the Plan with respect to any  Participant  shall be subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance  or  charge,  and any  attempt  so to  anticipate,  alienate,  sell,
transfer,  assign, pledge,  encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner  payable to any assignee,  receiver
or any  one  trustee,  or be  liable  for  his  debts,  contracts,  liabilities,
engagements or torts, or be subject to any legal process to levy upon or attach.

                  11.2  Payments  to  Minors  and  Others  : If  any  individual
entitled to receive a payment  under the Plan shall be  physically,  mentally or
legally  incapable of receiving or  acknowledging  receipt of such payment,  the
Committee,  upon the  receipt of  satisfactory  evidence of his  incapacity  and
satisfactory  evidence that another person or institution is maintaining him and
that no guardian or committee has been  appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution  shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

                                     - 24 -
<PAGE>

                  Section 12.       Beneficiary:

                  The  Participant's  Beneficiary shall be the person or persons
designated by the  Participant on the beneficiary  designation  form provided by
and filed  with the  Committee  or its  designee.  If the  Participant  does not
designate a Beneficiary,  the Beneficiary  shall be his Surviving Spouse. If the
Participant  does not designate a Beneficiary and has no Surviving  Spouse,  the
Beneficiary shall be the Participant's  estate. The designation of a Beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee.  If a Beneficiary (the "Primary  Beneficiary") is
receiving  or is  entitled  to receive  payments  under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid  to the  Contingent  Beneficiary,  if any,  named  in the  Participant's
current beneficiary designation form. If there is no Contingent Beneficiary, the
balance shall be paid to the estate of the Primary Beneficiary.  Any Beneficiary
may disclaim all or any part of any benefit to which such  Beneficiary  shall be
entitled  hereunder by filing a written  disclaimer  with the  Committee  before
payment of such benefit is to be made.  Such a disclaimer  shall be made in form
satisfactory to the Committee and shall be irrevocable  when filed.  Any benefit
disclaimed  shall  be  payable  from  the  Plan  in the  same  manner  as if the
Beneficiary who filed the disclaimer had died on the date of such filing.

                  Section 13.       Amendment and Termination of Plan:

                  The  Board  may  amend  or  terminate  the  Plan at any  time;
provided,  that in no event  shall  such  amendment  or  termination  reduce any

                                     - 25 -
<PAGE>

Participant's  Accrued  Benefit as of the date of such amendment or termination,
nor shall  any such  amendment  affect  the  terms of the Plan  relating  to the
payment of such Accrued Benefit without the Participant's  prior written consent
to such amendment. Any such amendment or termination shall be made pursuant to a
resolution of the Board and shall be effective as of the date  specified in such
resolution. Upon termination of the Plan, distribution of the Accrued Benefit of
a Participant  shall be made to the Participant or his Beneficiary in the manner
and at the time  described in Section 5 of the Plan.  No  additional  credits of
Salary  Reduction  Credits,   Company   Discretionary   Credits,   or  Incentive
Compensation  Credits  shall  be made  to the  respective  separate  bookkeeping
accounts of a Participant  following termination of the Plan, but the Account of
each  Participant  shall  continue to be adjusted as provided in Section 7 until
the balance of the Account of the Participant has been fully  distributed to him
or his Beneficiary.

                  Section 14.       Communication to Participants:

                  The Company shall  communicate the principal terms of the Plan
to the  Participants.  The Company  shall make a copy of the Plan  available for
inspection by Participants and their  Beneficiaries  during reasonable hours, at
the principal office of the Company.

                  Section 15.       Claims Procedure:

                  The following claims procedure shall apply with respect to the
Plan:

                  15.1  Filing of a Claim for  Benefits:   If a  Participant  or
Beneficiary (the "Claimant")  believes that he is entitled to benefits under the
Plan  which are not being  paid to him or which  are not being  accrued  for his
benefit, he shall file a written claim therefor with the Plan Administrator.  In
the event the Plan  Administrator  shall be the Claimant,  all actions which are
required to be taken by the Plan Administrator pursuant to this Section 15 shall
be taken instead by another member of the Committee designated by the Committee.

                                     - 26 -
<PAGE>

                  15.2     Notification to Claimant of Decision:  Within 90 days
after  receipt  of a claim  by the Plan  Administrator  (or  within  180 days if
special circumstances require an extension of time) the Plan Administrator shall
notify the  Claimant of his decision  with regard to the claim.  In the event of
such  special  circumstances  requiring  an  extension  of time,  there shall be
furnished to the  Claimant  prior to  expiration  of the initial  90-day  period
written  notice of the  extension,  which  notice  shall  set forth the  special
circumstances  and the date by which the decision  shall be  furnished.  If such
claim shall be wholly or partially  denied,  notice  thereof shall be in writing
and worded in a manner  calculated to be  understood by the Claimant,  and shall
set forth:  (i) the  specific  reason or reasons for the denial;  (ii)  specific
reference  to  pertinent  provisions  of the Plan on which the  denial is based;
(iii) a description of any additional material or information  necessary for the
Claimant  to  perfect  the  claim and an  explanation  of why such  material  or
information is necessary; and (iv) an explanation of the procedure for review of
the  denial.  If the Plan  Administrator  fails to notify  the  Claimant  of the
decision in timely  manner,  the claim shall be deemed denied as of the close of
the initial 90-day period (or the close of the extension period, if applicable).

                  15.3     Procedure for Review:   Within   60  days   following
receipt by the Claimant of notice denying his claim, in whole or in part, or, if
such notice shall not be given,  within  60  days  following  the latest date on
which such notice could have been timely given, the Claimant shall appeal denial
of the claim by filing a written  application  for  review  with the  Committee.
Following such request for review,  the Committee  shall fully and fairly review
the  decision  denying the claim.  Prior to the decision of the  Committee,  the
Claimant  shall be given an  opportunity  to review  pertinent  documents and to
submit issues and comments in writing.

                  15.4    Decision  on Review: The decision on review of a claim
denied  in  whole  or in part by the  Plan  Administrator  shall  be made in the
following manner:

                                     - 27 -
<PAGE>


                  15.4.1  Within 60 days  following  receipt by the Committee of
         the  request  for review  (or within 120 days if special  circumstances
         require an extension of time),  the Committee shall notify the Claimant
         in writing of its  decision  with regard to the claim.  In the event of
         such special  circumstances  requiring  an  extension of time,  written
         notice of the extension shall be furnished to the Claimant prior to the
         commencement  of  the  extension.  If the  decision  on  review  is not
         furnished in a timely  manner,  the claim shall be deemed  denied as of
         the close of the initial  60-day  period (or the close of the extension
         period, if applicable).

                  15.4.2  With  respect to a claim that is denied in whole or in
         part, the decision on review shall set forth  specific  reasons for the
         decision,  shall be written in a manner  calculated to be understood by
         the Claimant,  and shall cite specific references to the pertinent Plan
         provisions on which the decision is based.

                  15.4.3  The  decision  of the  Committee  shall be  final  and
conclusive.

                  15.5  Action by  Authorized  Representative  of Claimant : All
actions set forth in this Section 15 to be taken by the Claimant may likewise be
taken by a  representative  of the Claimant duly authorized by him to act in his
behalf on such  matters.  The Plan  Administrator  and the Committee may require
such  evidence as either may  reasonably  deem  necessary  or  advisable  of the
authority to act of any such representative.

                  Section 16.       Parties to the Plan:

                  Subject to the approval of the Board,  an  Affiliate  that has
adopted the  Savings  Plan may adopt this Plan and become an  employer-party  to
this Plan by  resolutions  approved by its Board of  Directors.  The  Affiliates
which are employer-parties to this Plan are listed on Exhibit F attached hereto,
as the same may be amended  from time to time by the  Committee.  The  following
special provisions shall apply to all employer-parties to the Plan:

                  16.1     Single Plan:   The  Plan shall apply as a single plan
with respect to all parties as if there were only one employer-party.

                                     -28 -
<PAGE>
                  16.2  Service;  Allocation  of Costs:  Service for purposes of
the Plan shall be interchangeable  among  employer-parties to the Plan and shall
not be  deemed  interrupted  or  terminated  by the  transfer  at any  time of a
Participant  from the  Service of one  employer-party  to the Service of another
employer-party.  In determining  the cost of providing  benefits under the Plan,
each  employer-party  shall  be  responsible  for the cost  associated  with the
Employees of such employer-party who are Participants in the Plan.

                  16.3 Committee:  The Committee  which  administers the Plan as
applied  to the  Company  shall also be the  Committee  as applied to each other
employer-party to the Plan.

                  16.4  Authority  to Amend  and  Terminate:  The  Board  of the
Company  shall have the power to amend or terminate  the Plan as applied to each
employer-party.

                  Section 17.       Compliance with Section 16 of the Securities
                                    Exchange Act of 1934 and Rule 16b-3 Trading 
                                    Restrictions:

                  The transactions  under the Plan are intended to be structured
in accordance with the 1934 Act,  including but not limited to the  restrictions
(if applicable) imposed by Rule 16b-3 adopted under the 1934 Act. In addition to
the provisions contained in the Plan, transactions by persons subject to Section
16 shall be subject to such  further  conditions  as may be required in order to
comply  with the terms of Rule 16b-3 and Section  16(b).  Without  limiting  the
foregoing,  persons  subject to Section 16 shall be required to comply with such
rules and procedures  regarding Plan  participation  and  transactions as may be
established by the Committee or a committee or subcommittee established pursuant
to Section 8.2.

                  Section 18.       Miscellaneous Provisions:

                  18.1 Notices:  Each Participant who is not in Service and each
Beneficiary shall be responsible for furnishing the Plan  Administrator with his
current address for the mailing of notices,  reports, and benefit payments.  Any
notice  required or permitted  to be given to such  Participant  or  Beneficiary
shall be deemed given if directed to such  address and mailed by regular  United
States mail, first class,  postage prepaid.  If any check mailed to such address


                                     - 29 -
<PAGE>
is  returned  as  undeliverable  to the  addressee,  mailing  of checks  will be
suspended  until the  Participant or Beneficiary  furnishes the proper  address.
This provision  shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.

                  18.2  Lost  Distributees:  A benefit shall be deemed forfeited
if the Plan  Administrator is unable after a reasonable period of time to locate
the Participant or Beneficiary to whom payment is due; provided,  however,  that
such benefit shall be reinstated if a valid claim is made by or on behalf of the
Participant or Beneficiary for the forfeited benefit.

                  18.3  Reliance on Data:  The  Employer,  the Committee and the
Plan  Administrator  shall  have the right to rely on any data  provided  by the
Participant or by any Beneficiary. Representations of such data shall be binding
upon any  party  seeking  to claim a  benefit  through  a  Participant,  and the
Employer,  the Committee and the Plan Administrator  shall have no obligation to
inquire  into  the  accuracy  of  any  representation  made  at  any  time  by a
Participant or Beneficiary.

                  18.4  Receipt and Release for Payments:  Any payment made from
the Plan to or with respect to any Participant or Beneficiary,  or pursuant to a
disclaimer  by  a  Beneficiary,  shall,  to  the  extent  thereof,  be  in  full
satisfaction  of all claims  hereunder  against the Plan and the  Employer  with
respect to the Plan.  The recipient of any payment from the Plan may be required
by the Committee, as a condition precedent to such payment, to execute a receipt
and release  with  respect  thereto in such form as shall be  acceptable  to the
Committee.

                  18.5 Headings:  The headings and  subheadings of the Plan have
been  inserted  for  convenience  of  reference  and  are to be  ignored  in any
construction of the provisions hereof.

                                     - 30 -
<PAGE>
                  18.6   Continuation  of Employment:  The establishment  of the
Plan shall not be  construed  as  conferring  any legal or other rights upon any
Employee or any persons for  continuation of employment,  nor shall it interfere
with the right of the  Employer to  discharge  any  Employee or to deal with him
without regard to the effect thereof under the Plan.

                  18.7   Construction:  The  provisions of  the  Plan  shall  be
construed and enforced according to the laws of the State of North Carolina.

                  18.8   Nonliability  of  Employer:  The   Employer   does  not
guarantee the Participants, former Participants or Beneficiaries against loss of
or  depreciation  in value of any right or benefit  that any of them may acquire
under the terms of the Plan, nor does the Employer guarantee to any of them that
the assets of the  Employer  will be  sufficient  to provide any or all benefits
payable  under  the Plan at any  time,  including  any time that the Plan may be
terminated or partially terminated.

                  18.9   Severability:  All  provisions  contained  in this Plan
shall be severable,  and in the event that any one or more of them shall be held
to be invalid by any competent court,  this Plan shall be interpreted as if such
invalid provisions were not contained herein.

                  18.10  Merger  and  Consolidation:   The  Employer  shall  not
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entities (a "Successor  Entity") unless such Successor Entity shall assume
the rights,  obligations and liabilities of the Employer under the Plan and upon
such  assumption,  the  Successor  Entity shall become  obligated to perform the
terms and conditions of the Plan.

                  18.11  Withholding  Taxes:  The  Employer  shall  satisfy  all
federal,  state and  local  withholding  tax  requirements  prior to making  any
benefit payment under the Plan.  Whenever under the Plan payments are to be made
by the Employer in cash, such payments shall be net of any amounts sufficient to
satisfy all federal, state and local withholding tax requirements.

                                     - 31 -
<PAGE>

                  IN WITNESS WHEREOF, this non-qualified,  deferred compensation
plan is executed  in behalf of the Company as of the 27th day of October,  1998,
to be effective as of January 1, 1998.
                                                    BB&T CORPORATION



                                          By:       /s/ Robert E. Greene
                                                    President or Vice President
Attest:

 /s/ Jerone C. Herring                           
Secretary or Assistant Secretary



<PAGE>



[Corporate Seal]
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{"company-data": {"conformed-name": "BB&T CORP", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69823", "film-number": "98777220"}, "business-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101", "phone": "3367332000"}, "mail-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101"}, "former-company": {"former-conformed-name": "SOUTHERN NATIONAL CORP /NC/", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                                 BB&T CORPORATION 
             (Exact name of registrant as specified in its charter)
     NORTH CAROLINA                                        56-0939887        
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation of organization)                              Number)
                             200 West Second Street
                       Winston-Salem, North Carolina 27101 
            (Address of principal executive offices, including zip code)

                                BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES
                            (Full title of the plan) 

                             Jerone C. Herring, Esq.
                                BB&T Corporation
                             200 West Second Street
                                    3rd Floor
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2180 
            (Name, address and telephone number, including area code,
                              of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Proposed             Proposed
Title of                                          maximum              maximum
securities             Amount                     offering             aggregate                 Amount of
to be                  to be                      price                offering                  registration
registered             registered                 per unit             price                     fee      

Deferred
Compensation
Obligations            $  30,000,000       (1)    100%                 $  30,000,000 (2)         $  8,340      (2)
                        -------------------                             -------------             -------------

------------------------------------------------------------------------------------------------------------------------

(1)    The Deferred  Compensation  Obligations are unsecured obligations of BB&T
       Corporation to pay deferred compensation in the future in accordance with
       the terms of the BB&T Corporation  Supplemental Defined Contribution Plan
       for Highly Compensated Employees.
(2)    Estimated  solely  for  the  purpose  of determining the registration fee
       pursuant to Rule 457(h).

                              ----------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on  Form 10-K for the year
         ended December 31, 1997;

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

                  (c) The  Company's  Current  Reports on Form 8-K filed January
         15, 1998, February 26, 1998, February 27, 1998, April 13, 1998, May 13,
         1998,  June 23, 1998,  July 7, 1998,  July 13,  1998,  August 10, 1998,
         August 11, 1998,  August 27, 1998,  September  18, 1998 and October 14,
         1998; and

                  (d) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year referred to in (a)
         above.
     
                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

                  The  deferred  compensation  obligations  of the Company  (the
"Deferred Compensation  Obligations") being registered herein are issuable under
the terms of the BB&T Corporation  Supplemental  Defined  Contribution  Plan for
Highly  Compensated  Employees  (the  "Plan").  Capitalized  terms used  without
definition herein have the meanings given such terms in the Plan.  References to
the "Company"  include  affiliates of the Company  unless the context  otherwise
requires.

                  The Plan is intended to supplement benefits payable to certain
participants in the BB&T Corporation 401(k) Savings Plan to the extent that such
benefits  are  curtailed by the  application  of certain  limits  imposed by the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code").  The Plan is also
intended to provide certain  participants in the Company's  executive  incentive
compensation  plans with an effective  means of deferring on a pre-tax basis all
or a portion of the payments  such  participants  are entitled to receive  under
such plans.

                  The  Deferred  Compensation   Obligations  constitute  general
unsecured  obligations of the Company to the participant and are not convertible
into  another  security of the  Company.  Benefits  are payable  solely from the
Company's  general  assets and are subject to the risk of corporate  insolvency.
Notwithstanding  the foregoing,  the Company has  established a separate  trust,
entitled the "BB&T Corporation  Non-Qualified  Deferred Compensation Trust" (the
"Trust"), to which the Company may make contributions from time to time in order
to fund its obligations under the Plan and certain other non-qualified  deferred
compensation  plans maintained by the Company.  Branch Banking and Trust Company

                                     II - 1
serves as trustee (the "Trustee")  under the Trust pursuant to a Trust Agreement
dated  January 1, 1997  between the Company  and the  Trustee.  The Trustee is a
wholly-owned bank subsidiary of the Company. The assets of the Trust are subject
to the  claims of the  Company's  general  creditors  in the  event the  Company
becomes  insolvent or bankrupt.  Pursuant to the terms of the Trust, the Company
shall indemnify and hold the Trustee harmless from and against losses,  damages,
costs,  expenses and liabilities of the Trustee associated with the Trust except
for acts or  omissions  of the Trustee  which  constitute  gross  negligence  or
willful misconduct.

                  No  participant  or  beneficiary   shall  have  any  legal  or
equitable rights, interest or claims in any particular asset of the Trust or the
Company  by reason of the  Company's  obligations.  Further,  the Trust does not
create  any  preferred  claim  over  creditors  of  the  Company  for  any  Plan
participant.  All rights of a Plan participant  against the Company shall remain
unsecured  contractual  rights of a participant.  A  participant's  right to the
Deferred Compensation  Obligations cannot be transferred,  assigned,  pledged or
encumbered  except by a written  designation of a beneficiary under the terms of
the Plan.

                  The amount of compensation to be deferred by each  participant
is determined in accordance with the terms of the Plan based on elections by the
participant.  Deferred  amounts  are  credited  to each  participant's  account.
Amounts in a  participant's  account  will be indexed to one or more  investment
media  individually  chosen by a participant from the investment media available
under the Plan  (currently a fixed rate cash fund and a stock index fund).  Each
participant's account will be adjusted to reflect the investment  performance of
the selected media, including any appreciation or depreciation. Amounts deferred
are fully  vested at all  times.  There is no trading  market  for the  Deferred
Compensation Obligations.

                  Benefits based on the Deferred  Compensation  Obligations  are
payable solely in cash following  termination of the participant's  service upon
certain  distribution  dates available to the participant  (and in limited cases
where hardship withdrawals are permitted).

                  The Plan may be  amended  or  terminated  by the  Board at any
time;  provided,  that in no event may such  termination or amendment reduce any
participant's   accrued  benefit  with  respect  to  the  Deferred  Compensation
Obligations as of the date of such amendment or termination,  nor shall any such
amendment  affect the terms of the Plan  relating to the payment of such accrued
benefit without the participant's  prior written consent to such amendment.  The
Plan is administered by an Administrative Committee appointed by the Board.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director  or  officer  meets a certain  standard  of  conduct,  provided  when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may
order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                                     II - 2
BB&T's bylaws provide for the  indemnification of any director
or officer of BB&T against  liabilities and litigation  expenses  arising our of
his  status as such,  excluding:  (i) any  liabilities  or  litigation  expenses
relating  to  activities  which were at the time taken known or believed by such
person to be clearly in  conflict  with the best  interest of BB&T and (ii) that
portion of any  liabilities  or  litigation  expenses with respect to which such
person is entitled to receive payment under any insurance policy.

                  BB&T's articles of  incorporation  provide for the elimination
of the  personal  liability  of each  director  of BB&T  to the  fullest  extent
permitted by law.

                  BB&T  maintains  directors  and officers  liability  insurance
that, in general,  insures:  (i) BB&T's  directors and officers  against loss by
reason of any of their  wrongful  acts and (ii) BB&T  against  loss arising from
claims  against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

             Not applicable.

Item 8.  Exhibits.

             The   following   exhibits   are  filed  as  a  part  of  this
Registration Statement:

         Number            Description
         ------            -----------
         5        Opinion of Womble Carlyle Sandridge & Rice, PLLC

         23.1     Consent of Womble Carlyle  Sandridge & Rice, PLLC (included in
                  Exhibit 5)

         23.2     Consent of Arthur Andersen LLP

         24       Power of Attorney of Directors and Officers of the Company

         99       BB&T Corporation Supplemental Defined Contribution Plan for
                  Highly Compensated Employees

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:
                                     II - 3
(i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Company  pursuant to the foregoing  provisions,  or otherwise,  the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is,  therefore,  unenforceable.  In the event  that a claim for
         indemnification against such liabilities (other than the payment by the
         Company  of  expenses  incurred  or  paid  by a  director,  officer  or
         controlling  person of the  Company  in the  successful  defense of any
         action,  suit or proceeding)  is asserted by such director,  officer or
         controlling  person in connection with the securities being registered,
         the Company  will,  unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the  Securities  Act and will be governed
         by the final adjudication of such issue.

                                     II - 4
SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  BB&T
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized, in  the  City  of  Winston-Salem,  State  of  North  Carolina,
effective this 29th day of December, 1998.

                                            BB&T CORPORATION

                                            By:   /s/ Jerone C. Herring   *  
                                                  Jerone C. Herring
                                                  Executive Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated effective December 29, 1998.

     /s/ John A. Allison         *                   /s/ Scott E. Reed       *
----------------------------------      ---------------------------------------
Name:    John A. Allison IV             Name:    Scott E. Reed
Title:   Chairman of the Board and      Title:   Senior Executive Vice President
         Chief Executive Officer                 and Chief Financial Officer
         (principal executive officer)           (principal financial officer)

     /s/ Sherry A. Kellett       *                   /s/ Paul B. Barringer   *
----------------------------------      ---------------------------------------
Name:    Sherry A. Kellett              Name:    Paul B. Barringer
Title:   Executive Vice President       Title:   Director
         and Controller
         (principal accounting officer)

     /s/ Alfred E. Cleveland     *                   /s/ W. R. Cuthbertson, Jr.*
----------------------------------      ---------------------------------------
Name:    Alfred E. Cleveland            Name:    W. R. Cuthbertson, Jr.
Title:   Director                       Title:   Director

         /s/ Ronald E. Deal      *                   /s/ A. J. Dooley, Sr.  *
----------------------------------      ---------------------------------------
Name:    Ronald E. Deal                 Name:    A. J. Dooley, Sr.
Title:   Director                       Title:   Director

         /s/ Tom D. Efird        *                   /s/ Paul S. Goldsmith  *
----------------------------------      ---------------------------------------
Name:    Tom D. Efird                   Name:    Paul S. Goldsmith
Title:   Director                       Title:   Director

         /s/ L. Vincent Hackley  *                   /s/ Jane P. Helm       *
----------------------------------      ---------------------------------------
Name:    L. Vincent Hackley                          Name:    Jane P. Helm
Title:   Director                                    Title:   Director

                                     II - 5
/s/ Richard Janeway, M.D.*                  /s/ J. Ernest Lathem, M.D.*
---------------------------------       ---------------------------------------
Name:    Richard Janeway, M.D.          Name:    J. Ernest Lathem, M.D.
Title:   Director                       Title:   Director

             /s/ James H. Maynard *                  /s/ Joseph A. McAleer, Jr.*
---------------------------------       ---------------------------------------
Name:    James H. Maynard               Name:    Joseph A. McAleer, Jr.
Title:   Director                       Title:   Director

         /s/ Albert O. McCauley  *                   /s/ Richard L. Player, Jr.*
---------------------------------       ---------------------------------------
Name:    Albert O. McCauley              Name:    Richard L. Player, Jr.
Title:   Director                        Title:   Director

         /s/ C. Edward Pleasants, Jr. *              /s/ Nido R. Qubein     *
---------------------------------       ---------------------------------------
Name:    C. Edward Pleasants, Jr.       Name:    Nido R. Qubein
Title:   Director                       Title:   Director

         /s/ E. Rhone Sasser     *                   /s/ Jack E. Shaw       *
---------------------------------       ---------------------------------------
Name:    E. Rhone Sasser                Name:    Jack E. Shaw
Title:   Director                       Title:   Director

         /s/ Harold B. Wells     *
---------------------------------
Name:    Harold B. Wells
Title:   Director

*By:     /s/ Jerone C. Herring   *
---------------------------------
         Name:  Jerone C. Herring
         Attorney-in-Fact

                                     II - 6
EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation

Exhibit No.    Description
----------     -----------
     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC

     23.1      Consent of Womble Carlyle  Sandridge & Rice, PLLC (included in
               Exhibit 5)

     23.2      Consent of Arthur Andersen LLP

     24        Power of Attorney of Directors and Officers of the Company

     99        BB&T Corporation Supplemental Defined Contribution Plan for 
               Highly Compensated Employees
EXHIBIT 5

                                [WCSR LETTERHEAD]

                                December 29, 1998

BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

                  Re:      Registration   Statement  on  Form S-8  with  respect
                           to   the   BB&T  Corporation   Supplemental   Defined
                           Contribution Plan for Highly Compensated Employees

Ladies and Gentlemen:

                  We have acted as counsel for BB&T  Corporation (the "Company")
in connection with its registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $30,000,000 in deferred  compensation  obligations of
the Company (the "Deferred Compensation Obligations"),  which are proposed to be
offered  and  sold  pursuant  to  the  BB&T  Corporation   Supplemental  Defined
Contribution Plan for Highly  Compensated  Employees (the "Plan").  The Deferred
Compensation Obligations are proposed to be registered pursuant to the Company's
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission (the "Commission").  This opinion is
provided  pursuant to the  requirements of Item 8 of Form S-8 and Item 601(b)(5)
of Regulation S-K.

                  The Plan is intended to  constitute an unfunded "top hat" plan
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income  Security  Act of 1974,  as  amended  ("ERISA").  The Plan is  subject to
certain  disclosure  and  procedural  requirements  of  ERISA  but,  since it is
intended to be a "top hat" plan, it is not subject to the eligibility,  vesting,
accrual, funding,  fiduciary responsibility and similar substantive requirements
of ERISA.

                  In rendering  this  opinion,  we have  examined  such records,
documents, and proceedings as we have deemed relevant as a basis for the opinion
expressed herein.

                  This  opinion  is  limited  to the laws of the  State of North
Carolina,  excluding  local  laws of the  State of  North  Carolina  (e.g.,  the
statutes  and  ordinances,  the  administrative  decisions  and  the  rules  and
regulations   of  counties,   towns,   municipalities   and  special   political
subdivisions of, or authorities or  quasi-governmental  bodies constituted under
the laws of, the State of North  Carolina and  judicial  decisions to the extent
they deal with any of the foregoing), and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.

                  Based on the foregoing and the  qualifications and limitations
set forth  below,  and having  regard for such legal  considerations  as we deem
relevant, we are of the opinion that the Deferred Compensation Obligations, when
established  pursuant  to the  terms  of the  Plan,  will be valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms  and the terms of the Plan,  except  as  enforceability  (i) may be
limited  by  bankruptcy,  insolvency,   reorganization  or  other  similar  laws
affecting creditors' rights generally, and (ii) is subject to general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law).
We hereby consent to the filing of a copy of this opinion with
the  Commission  as  Exhibit 5 to the  Registration  Statement.  In giving  this
consent,  we do not admit  that we are  within the  category  of  persons  whose
consent is  required  by Section 7 of the  Securities  Act,  or other  rules and
regulations of the Commission thereunder.

                                      Very truly yours,

                                      WOMBLE CARLYLE SANDRIDGE & RICE
                                      A Professional Limited Liability Company

                                      By: /s/ Jane Jeffries Jones
                                              -------------------
                                              Jane Jeffries Jones
EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this  registration  statement of our report dated  September 18,
1998,  included in BB&T  Corporation's Form 8-K dated September 18, 1998, and to
all references to our firm included in this registration  statement.  Our report
dated  January 14, 1998,  included in BB&T  Corporation's  financial  statements
previously filed on Form 10-K and incorporated by reference in this registration
statement   is   no   longer   appropriate   combinations   accounted   for   as
poolings-of-interests.

                                                      /s/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina
December 29, 1998
EXHIBIT 24
POWER OF ATTORNEY

     Each  of  the  undersigned,   being  a  director  and/or  officer  of  BB&T
Corporation (the "Company"), hereby nominates,  constitutes and appoints John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain deferred compensation  obligations of the Company in connection with the
BB&T Corporation  Supplemental  Defined Contribution Plan for Highly Compensated
Employees,  and  to  file  any  and  all  amendments,  including  post-effective
amendments,   to  the  Registration  Statement,   making  such  changes  in  the
Registration Statement as such attorney-in-fact deems appropriate, and generally
to do all such  things  on his or her  behalf in any and all  capacities  stated
below to enable the Company to comply with the  provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.

     This Power of  Attorney  has been  signed by the  following  persons in the
capacities indicated on December 15, 1998.

         /s/ John A. Allison IV                      /s/ Scott E. Reed
---------------------------------       ---------------------------------------
Name:    John A. Allison IV             Name:    Scott E. Reed
Title:   Chairman of the Board and      Title:   Senior Executive Vice President
         Chief Executive Officer                 and Chief Financial Officer
         (principal executive officer)           (principal financial officer)

         /s/ Sherry A. Kellett                       /s/ Paul B. Barringer
---------------------------------       ---------------------------------------
Name:    Sherry A. Kellett              Name:    Paul B. Barringer
Title:   Executive Vice President       Title:   Director
         and Controller
         (principal accounting officer)

         /s/ Alfred E. Cleveland                     /s/ W. R. Cuthbertson, Jr.
---------------------------------       ---------------------------------------
Name:    Alfred E. Cleveland            Name:    W. R. Cuthbertson, Jr.
Title:   Director                       Title:   Director

         /s/ Ronald E. Deal                          /s/ A. J. Dooley, Sr.
---------------------------------       ---------------------------------------
Name:    Ronald E. Deal                 Name:    A. J. Dooley, Sr.
Title:   Director                       Title:   Director

         /s/ Tom D. Efird                            /s/ Paul S. Goldsmith
---------------------------------       ---------------------------------------
Name:    Tom D. Efird                   Name:    Paul S. Goldsmith
Title:   Director                       Title:   Director

         /s/ L. Vincent Hackley                      /s/ Jane P. Helm
---------------------------------       ---------------------------------------
Name:    L. Vincent Hackley             Name:    Jane P. Helm
Title:   Director                       Title:   Director
/s/ Richard Janeway, M.D                    /s/ J. Ernest Lathem, M.D.
---------------------------------       ---------------------------------------
Name:    Richard Janeway, M.D.          Name:    J. Ernest Lathem, M.D.
Title:   Director                       Title:   Director

         /s/ James H. Maynard                        /s/ Joseph A. McAleer, Jr.
---------------------------------       ---------------------------------------
Name:    James H. Maynard               Name:    Joseph A. McAleer, Jr.
Title:   Director                       Title:   Director

         /s/ Albert O. McCauley                      /s/ Richard L. Player, Jr.
---------------------------------       ---------------------------------------
Name:    Albert O. McCauley             Name:    Richard L. Player, Jr.
Title:   Director                       Title:   Director

         /s/ C. Edward Pleasants, Jr.                /s/ Nido R. Qubein
---------------------------------       ---------------------------------------
Name:    C. Edward Pleasants, Jr.       Name:    Nido R. Qubein
Title:   Director                       Title:   Director

         /s/ E. Rhone Sasser                         /s/ Jack E. Shaw
---------------------------------       ---------------------------------------
Name:    E. Rhone Sasser                Name:    Jack E. Shaw
Title:   Director                       Title:   Director

         /s/ Harold B. Wells
---------------------------------
Name:    Harold B. Wells
Title:   Director
EXHIBIT 99
BB&T CORPORATION
                        SUPPLEMENTAL DEFINED CONTRIBUTION
                      PLAN FOR HIGHLY COMPENSATED EMPLOYEES

                            EFFECTIVE JANUARY 1, 1998
BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES

                                TABLE OF CONTENTS
                                                              Page
Section 1. Establishment and Purpose                          -iv-
     1.1   Establishment of Plan                              -iv-
     1.2   Purpose of Plan                                    -iv-
     1.3   Application of Plan                                -2-

Section 2. Definitions and Construction                       -2-
     2.1   "Account"                                          -2-
     2.2   "Accrued Benefit"                                  -3-
     2.3   "Adjustment Date"                                  -3-
     2.4   "Affiliate"                                        -3-
     2.5   "Beneficiary"                                      -3-
     2.6   "Board"                                            -3-
     2.7   "Code"                                             -3-
     2.8   "Committee"                                        -3-
     2.9   "Company"                                          -4-
     2.10  "Company Discretionary Credits"                    -4-
     2.11  "Covered Compensation"                             -4-
     2.12  "Crediting Rate                                    -4-
     2.13  "Deferral Election Form"                           -5-
     2.14  "Effective Date"                                   -5-
     2.15  "Eligible Employee"                                -5-
     2.16  "Employee"                                         -5-
     2.17  "Employer"                                         -5-
     2.18  "Entry Date"                                       -6-
     2.19  "ERISA"                                            -6-
     2.20  "Incentive Compensation Credits"                   -6-
     2.21  "Incentive Compensation Plan"                      -6-
     2.22  "Index Fund                                        -6-
     2.23  "Index Fund Credit"                                -6-
     2.24  "Participant"                                      -7-
     2.25  "Plan"                                             -7-
     2.26  "Plan Year"                                        -7-
     2.27  "Salary Reduction Election Form"                   -7-
     2.28  "Salary Reduction Credits"                         -8-
     2.29  "Savings Plan"                                     -8-
     2.30  "Service"                                          -8-
     2.31  "Spouse"or "Surviving Spouse"                      -8-

Section 3. Credits to Account                                 -8-
3.1   Salary Reduction Credits                           -8-
     3.2   Company Discretionary Credits                      -9-
     3.3   Incentive Compensation Credits                     -9-

Section 4. Vesting                                            -10-

Section 5. Payment of Benefits                                -10-
     5.1   Distribution                                       -10-
     5.2   Payment of Benefits for Reasons Other Than Death   -10-
     5.3   Payment of Death Benefit                           -12-
     5.4   Rules                                              -12-

Section 6. Unforeseeable Emergency Payments                   -13-
     6.1   Conditions for Request                             -13-
     6.2   Written Request                                    -13-
     6.3   Processing of Request                              -13-
     6.4   Rules                                              -14-

Section 7. Deemed Investments and Adjustment of Accounts      -14-
     7.1   Deemed Investment of Accounts in Index Fund        -15-
     7.2   Adjustment of Fixed Rate Account                   -16-
     7.3   Adjustment of Index Fund Account                   -18-
     7.4   Rules                                              -19-
     7.5   Special Effective Date                             -19-

Section 8. Administration by Committee                        -19-
     8.1   Membership of Committee                            -19-
     8.2   Committee Officers; Subcommittee                   -19-
     8.3   Committee Meetings                                 -20-
     8.4   Transaction of Business                            -20-
     8.5   Committee Records                                  -20-
     8.6   Establishment of Rules                             -20-
     8.7   Conflicts of Interest                              -20-
     8.8   Correction of Errors                               -21-
     8.9   Authority to Interpret Plan                        -21-
     8.10  Third Party Advisors                               -21-
     8.11  Compensation of Members                            -22-
     8.12  Committee Expenses                                 -22-
     8.13  Indemnification of Committee                       -22-

Section 9. Funding                                            -22-

Section 10.   Allocation of Responsibilities                  -23-
     10.1. Board                                              -23-
     10.2  Committee                                          -23-
     10.3  Plan Administrator                                 -24-

                                      -ii-
Section 11.   Benefits Not Assignable; Facility of Payments   -24-
     11.1  Benefits Not Assignable                            -24-
     11.2  Payments to Minors and Others                      -24-

Section 12.   Beneficiary                                     -25-

Section 13.   Amendment and Termination of Plan               -25-

Section 14.   Communication to Participants                   -26-

Section 15.   Claims Procedure                                -26-
     15.1  Filing of a Claim for Benefits                     -26-
     15.2  Notification to Claimant of Decision               -27-
     15.3  Procedure for Review                               -27-
     15.4  Decision on Review                                 -27-
     15.5  Action by Authorized Representative of Claimant    -28-

Section 16.   Parties to the Plan                             -28-
     16.1  Single Plan                                        -28-
     16.2  Service; Allocation of Costs                       -28-
     16.3  Committee                                          -29-
     16.4  Authority to Amend and Terminate                   -29-

Section 17.   Compliance with Section 16 of the Securities
              Exchange Act of 1934 and Rule 16b-3 Trading
              Restrictions                                    -29-

Section 18.   Miscellaneous Provisions                        -29-
     18.1  Notices                                            -29-
     18.2  Lost Distributees                                  -30-
     18.3  Reliance on Data                                   -30-
     18.4  Receipt and Release for Payments                   -30-
     18.5  Headings                                           -30-
     18.6  Continuation of Employment                         -30-
     18.7  Construction                                       -31-
     18.8  Nonliability of Employer                           -31-
     18.9  Severability                                       -31-
     18.10 Merger and Consolidation                           -31-
     18.11 Withholding Taxes                                  -31-

                                     -iii-
BB&T CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES

                  Section 1.        Establishment and Purpose:

                  1.1  Establishment  of Plan : Effective as of January 1, 1998,
BB&T Corporation (the "Company")  established this supplemental  retirement plan
for the benefit of certain eligible highly compensated  employees of the Company
and  participating  Affiliates.  The plan shall be known as the BB&T CORPORATION
SUPPLEMENTAL  DEFINED  CONTRIBUTION PLAN FOR HIGHLY  COMPENSATED  EMPLOYEES (the
"Plan").  All  benefits  from the Plan shall be payable  solely from the general
assets of the Company and  participating  Affiliates.  The Plan is  comprised of
both an "excess  benefit  plan" within the meaning of Section 3(36) of ERISA and
an unfunded plan maintained for the purposes of providing deferred  compensation
to a "select  group of highly  compensated  employees"  within  the  meaning  of
Sections  201(2),  301(a)(3) and  401(a)(1) of ERISA.  The Plan,  therefore,  is
intended to be exempt from the participation,  vesting,  funding,  and fiduciary
requirements of Title I of ERISA.

                  1.2  Purpose of Plan : The  primary  purpose of the Plan is to
supplement the benefits payable to certain participants under the qualified BB&T
Corporation  401(k)  Savings Plan to the extent that such benefits are curtailed
by the  application  of certain  limits  imposed  by the Code.  The Plan is also
intended to provide certain  participants in the Company's  executive  incentive
compensation  plans with an effective  means of  deferring on a pre-tax  basis a
portion of the payments they are entitled to receive under such plans.
1.3  Application  of  Plan  :  The  terms  of  this  Plan  are
applicable  only to  Participants  who are in the  Service  of the  Company or a
participating Affiliate on or after January 1, 1998.

                  Section 2.        Definitions and Construction:

                  Wherever  appropriate,  words used in the Plan in the singular
may include the plural, or the plural may be read as the singular. References to
one gender shall include the other. A capitalized  term used, but not defined in
the Plan,  shall have the same meaning given in Section 2.1 of the Savings Plan,
depending on the context in which the term is used.  Whenever used in this Plan,
including  Section 1 and this Section 2, the following  capitalized  terms shall
have the meaning set forth below  (unless  otherwise  indicated  by the context)
rather than any definition provided under the Savings Plan:

                  2.1 "Account"  means the  aggregate of the unfunded,  separate
bookkeeping accounts established and maintained with respect to each Participant
pursuant to the provisions of Section 7. The separate  bookkeeping accounts that
may be established  and maintained with respect to the Account shall include the
following:
                  2.1.1  "Discretionary  Account" means the separate bookkeeping
         account to be kept for each Participant to which Company  Discretionary
         Credits shall be credited.

                  2.1.2  "Incentive  Compensation  Account"  means the  separate
         bookkeeping  account to be kept for each Participant to which Incentive
         Compensation Credits under any designated  Incentive  Compensation Plan
         shall be credited.

                  2.1.3  "Prior Plan  Account"  means the  separate  bookkeeping
         account to be kept for each  Participant to reflect that portion of the
         Account (if any)  attributable to an account  maintained by an Employer
         on behalf of a Participant pursuant to any other unfunded  nonqualified
         plan or contract of deferred compensation which was transferred to this
         Plan at the direction of the Committee.

                  2.1.4   "Salary   Reduction   Account"   means  the   separate
         bookkeeping  account to be kept for each  Participant  to which  Salary
         Reduction Credits shall be credited.

                                     - 2 -
Separate  sub-accounts  shall be established and maintained with respect to each
separate  bookkeeping  account  known as the "Fixed Rate Account" and the "Index
Fund  Account."  The Fixed  Rate  Account  and the Index Fund  Account  shall be
adjusted in the manner provided in Section 7.

                  2.2 "Accrued  Benefit" means with respect to each  Participant
the  balance  credited  to his  Account  as of the  applicable  Adjustment  Date
following adjustment thereof as provided in Section 7.

                  2.3 "Adjustment  Date" means each day securities are traded on
the New York Stock  Exchange,  except  regularly  scheduled  holidays  of Branch
Banking  and Trust  Company  ("BB&T"),  a North  Carolina  corporation  with its
principal office at Winston-Salem, North Carolina. The 15th day of each calendar
month is sometimes referred to herein as a "Monthly  Adjustment Date;" provided,
however,  that if the 15th day of a  calendar  month  falls  on a  weekend  or a
regularly  scheduled  holiday  of BB&T,  the  Monthly  Adjustment  Date for such
calendar month shall be the first Adjustment Date that immediately  precedes the
15th day of the calendar month.

                  2.4 "Affiliate" means any corporation which, with the Company,
is a member of a controlled  group of employers as defined in Section  414(b) of
the Code.

                  2.5  "Beneficiary"   means  the  person,   persons  or  entity
designated or determined pursuant to the provisions of Section 12 of the Plan to
receive the balance of the Participant's  Account under this Plan, if any, after
his death.

                  2.6  "Board"  means the Board of Directors of the Company.

                  2.7  "Code"  means  the  Internal  Revenue  Code of  1986,  as
                  amended,  and rules and  regulations  issued  thereunder.

                  2.8 "Committee" means the  Administrative  Committee  provided
for in Section 8.

                                     - 3 -
2.9  "Company"  means  BB&T  Corporation,   a  North  Carolina
corporation with its principal office at Winston-Salem,  North Carolina,  or any
successor thereto by merger, consolidation or otherwise.

                  2.10  "Company   Discretionary   Credits"  means  the  amounts
credited to the Participant's Discretionary Account by the Committee pursuant to
the provisions of Section 3.2.

                  2.11 "Covered Compensation" means the wages within the meaning
of Section  3401(a) of the Code and all other  payments of  compensation  to the
Participant by the Employer (in the course of the Employer's  trade or business)
for  which the  Employer  is  required  to  furnish  the  Participant  a written
statement  (as  currently  reportable  on  Form  W-2)  under  Sections  6041(d),
6051(a)(3) and 6052 of the Code, but determined without regard to any rules that
limit the remuneration  included in wages based on the nature or location of the
employment or the services performed, subject to the following adjustments:

                  (a) There shall be excluded  amounts paid or reimbursed by the
         Employer for moving expenses  incurred by the Participant to the extent
         that at the time of payment  it is  reasonable  to  believe  that these
         amounts are  deductible  by the  Participant  under  Section 217 of the
         Code;

                  (b) There  shall be  excluded  any fringe  benefits or welfare
         benefits;

                  (c) There shall be included  any  amounts  contributed  by the
         Participant  to an employee  benefit  plan  maintained  by the Employer
         pursuant to a salary  reduction  agreement  which are not includible in
         the gross income of the  Participant  under  Sections  125,  402(e)(3),
         402(h) or 403(b) of the Code;

                  (d) There shall be included any compensation deferred pursuant
         to Sections 3.1 and 3.3 of this Plan; and

                  (e) There  shall  be   included   amounts  in  excess  of  the
         limitation described in Section 401(a)(17) of the Code.

                                     - 4 -
2.12  "Crediting  Rate " means  the rate in  effect  as of the
first day of each Plan Year and  utilized  throughout  the  entire  Plan Year in
crediting   interest  to  the  balance  in  the  Fixed  Rate  Accounts  of  each
Participant.  The Crediting Rate shall be determined in the manner  described in
Exhibit A attached  hereto,  as the same may be amended from time to time by the
Committee.  Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Crediting Rate for such Plan Year.
                  
                  2.13 "Deferral Election Form" means the election form executed
by the Participant pursuant to the provisions of Section 3.3 of the Plan.

                  2.14 "Effective Date"  means January 1, 1998.

                  2.15 "Eligible Employee" means each Employee who is determined
by the Committee to be a highly compensated  employee and who is selected by the
Committee to  participate  in the Plan. In no event may an Employee whose annual
compensation   is  less  than  the   dollar   amount   specified   in  Code  ss.
414(q)(1)(B)(i)  be considered  highly  compensated for purposes of the Plan. An
Employee shall cease to be an Eligible  Employee  immediately  upon the first to
occur  of the  following:  (i)  the  Employee's  termination  of  Service;  (ii)
determination  by  the  Committee  that  the  Employee  is no  longer  a  highly
compensated  employee;  or  (iii)  determination  by the  Committee  in its sole
discretion  that the Employee  shall no longer be eligible to participate in the
Plan. See Section 2.24 with respect to provisions governing participation in the
Plan by an Eligible Employee.

                  2.16  "Employee"  means an  individual  in the  Service of the
Employer  if the  relationship  between  him  and  the  Employer  is  the  legal
relationship of employer and employee.

                  2.17   "Employer"   means  the   Company   and   participating
Affiliates.  See  Section 16 for  special  provisions  concerning  participating
Affiliates.

                                     - 5 -
2.18 "Entry  Date"  means the  Effective  Date and  thereafter
January  1  of  each  Plan  Year.  Under  special  circumstances,  such  as  the
acquisition  of an  Affiliate,  the  Committee  may  designate a date other than
January 1 of a Plan Year as an Entry Date.

                  2.19 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended  (including  amendments  of the Code  affected  thereby) and
rules and regulations issued thereunder.

                  2.20  "Incentive   Compensation  Credits"  means  the  amounts
credited to the Participant's  Incentive  Compensation  Account by the Committee
pursuant to the provisions of Section 3.3.

                  2.21  "Incentive   Compensation   Plan"  means  any  executive
incentive  compensation  plan  maintained  by the Company,  as designated by the
Committee  on Exhibit B attached  hereto as the same may be amended from time to
time,  under which a  Participant  is entitled to receive an annual or long-term
cash award based on the satisfaction of pre-established,  objective  performance
goals.

                  2.22 "Index Fund " means the mutual fund  described in Exhibit
C  attached  hereto,  as the  same  may be  amended  from  time  to  time by the
Committee.  Prior to the beginning of each Plan Year, the Committee shall notify
the Participants in writing of the Index Fund for such Plan Year.

                  2.23 "Index Fund Credit" means a bookkeeping unit used for the
purpose of crediting  deemed  shares of the Index Fund to the Index Fund Account
of each  Participant.  Each Index Fund Credit shall be equal to one share of the
Index Fund.  The value of each Index Fund Credit shall be  equivalent to the net
value of a share of the Index Fund as of the applicable Adjustment Date.

                                     - 6 -
2.24  "Participant"  means  with  respect  to any Plan Year an
Eligible  Employee  who has entered the Plan and any former  Employee who has an
Accrued  Benefit  remaining  under the Plan.  An Eligible  Employee  who has not
otherwise  entered the Plan shall enter the Plan and become a Participant  as of
the Entry Date determined by the Committee;  provided, that an Eligible Employee
shall not become a Participant in this Plan unless (i) the  contributions to his
Tax-Deferred  Contributions  Account  under the Savings  Plan are less than such
contributions  would  otherwise  be under the Savings  Plan if such plan did not
observe the limitations described in Sections 401(a)(17), 401(k), 402(g) and 415
of the Code, or if such Plan included  deferrals  under  Sections 3.1 and 3.3 of
this  Plan  in its  definition  of  Compensation;  or  (ii)  he is  eligible  to
participate in any Incentive  Compensation Plan. A Participant shall cease to be
a Participant  as of the date he ceases to be an Eligible  Employee or ceases to
be a  participant  in the Savings Plan and any  Incentive  Compensation  Plan. A
Participant  who separates  from Service with the Employer and who later returns
to Service  will not be eligible to reenter  this Plan and become a  Participant
except upon  satisfaction  of such terms and  conditions as the Committee  shall
establish  following  the  Participant's  return to Service,  whether or not the
Participant  shall have an Accrued Benefit  remaining under the Plan on the date
of his return to Service.  The Eligible Employees eligible to participate in the
Plan are designated on Exhibit D attached hereto, as it may be amended from time
to time by the Committee.

                  2.25  "Plan"  means  the  unfunded,   non-qualified   deferred
compensation  plan as herein set out or as duly amended.

                  2.26 "Plan Year" means the 12-calendar-month  period ending on
December 31 of each year.

                  2.27 "Salary Reduction  Election Form" means the election form
executed by the  Participant  pursuant to the  provisions  of Section 3.1 of the
Plan.

                                     - 7 -
2.28 "Salary Reduction  Credits" means the amounts credited to
the  Participant's  Salary  Reduction  Account by the Committee  pursuant to the
provisions of Section 3.1 of the Plan.

                  2.29 "Savings Plan" means the BB&T Corporation  401(k) Savings
Plan (as amended and restated as of January 1, 1997),  as it may be amended from
time to time.

                  2.30 "Service"  means   employment  by  the  Employer  as  an
Employee.

                  2.31 "Spouse" or "Surviving Spouse" means, except as otherwise
provided in the Plan, the legally married or surviving spouse of a Participant.
                  
Section 3.        Credits to Account:

                  3.1      Salary Reduction Credits :

                  3.1.1    Amount of Salary Reduction Credits:

                           (a)  Each  Participant  who is a  participant  in the
                  Savings  Plan may  elect,  by  executing  a  Salary  Reduction
                  Election  Form,  to  reduce on a  pre-tax  basis  his  Covered
                  Compensation  from the Employer for any Plan Year by an amount
                  equal to the difference between (1) and (2), where:

                                    (1)  is  a  whole   percentage   of  Covered
                           Compensation   equal   to   the   same   contribution
                           percentage  elected by the Participant  under Section
                           4.3 of the  Savings  Plan  (as  such  Section  may be
                           hereafter amended); and

                                    (2)  is  an  amount  equal  to  the  maximum
                           Tax-Deferred Contributions that has been, or will be,
                           made to the Participant's  Tax-Deferred Contributions
                           Account  under  the  Savings  Plan  (determined  with
                           respect  to all  Savings  Plan  provisions,  and  the
                           limitations described in Sections 401(a)(17), 401(k),
                           401(m),  402(g)  and 415 of the  Code)  for such Plan
                           Year.

                           (b)  An  amount  equal  to the  Participant's  Salary
                  Reduction  Credits  shall be credited by the  Committee to the
                  Salary  Reduction  Account   maintained  for  the  Participant
                  pursuant to Section 7.

                  3.1.2 Time for Crediting Salary Reduction Credits:  The amount
         of Salary  Reduction  Credits to be  credited  to the Salary  Reduction
         Account of a Participant shall be credited to the Participant's  Salary
         Reduction  Account  at  the  same  time  and  in  the  same  manner  as
         Tax-Deferred   Contributions   are   credited   to  the   Participant's
         Tax-Deferred Contribution Account under the Savings Plan.

                                     - 8 -
3.1.3    Administrative  Rules  Governing   Salary   Reduction
         Elections:  A salary reduction election pursuant to Section 3.1.1 shall
         be made by the Participant by executing and delivering to the Committee
         a Salary  Reduction  Election  Form in  accordance  with such rules and
         procedures  as are  adopted  by the  Committee  from time to time.  The
         Salary Reduction  Election Form must be received by the Committee prior
         to the  beginning  of each  Plan Year (or the date the  Participant  is
         first  eligible to  participate  in the Savings  Plan, if he becomes so
         eligible  during the Plan Year) and shall be  irrevocable  for the Plan
         Year (or remainder of the Plan Year), if applicable.
3.2      Company Discretionary Credits :

                  3.2.1    Amount of  Company   Discretionary   Credits:  At the
         discretion  of  the Company  and  pursuant  to  the  directions  of the
         Company,  the Committee shall credit to the Discretionary  Account of a
         Participant a Company  Discretionary  Credit,  which shall be an amount
         determined by the Company.  The  determination of which  Participant or
         Participants shall be credited with a Company  Discretionary Credit and
         the amount of such credit shall be determined solely by the Company.

                  3.2.2    Time for Crediting Company Discretionary Credits: The
         amount  of  Company   Discretionary  Credits  to  be  credited  to  the
         Discretionary  Account  of the  Participant  shall be  credited  by the
         Committee to the  Participant's  Discretionary  Account at such time or
         times as the Committee so designates.

                  3.3      Incentive Compensation Credits :

                  3.3.1    Amount  of  Incentive  Compensation   Credits:   Each
         Participant who is a participant in any Incentive Compensation Plan may
         elect,  by executing a Deferral  Election  Form, to defer,  on a pretax
         basis,  an amount equal to either 10%,  20%,  30%,  40%, 50%, 60%, 70%,
         80%,  90%, or 100% of the benefit  otherwise  payable to him under such
         Incentive  Compensation  Plan.  An amount equal to the amount  deferred
         shall be credited by the Committee as an Incentive  Compensation Credit
         to the Incentive Compensation Account of the Participant.

                  3.3.2    Time  for  Crediting  Incentive Compensation Credits:
         The amount of Incentive Compensation Credits  to  be  credited  to  the
         Incentive  Compensation Account of the Participant shall be credited by
         the Committee to the Participant's Incentive Compensation Account as of
         that  date  certain  which the  benefits  payable  under the  Incentive
         Compensation Plan would have otherwise been paid to the Participant.

                                     - 9 -
3.3.3    Administrative Rules Governing Incentive Compensation
         Credits:  An election by the Participant to defer benefits earned under
         an Incentive  Compensation Plan pursuant to Section 3.3.1 shall be made
         on a Deferral  Election Form at a time  determined by the Committee and
         shall be irrevocable  when made. In establishing  the time of election,
         the  Committee  shall  select  a  date  that  will  not  result  in the
         constructive  receipt  of income to a  Participant  who elects to defer
         benefits earned under the Incentive Compensation Plan.

         Section 4.        Vesting:

                  The interest of a Participant in his Salary Reduction Account,
Discretionary  Account,  Incentive  Compensation  Account and Prior Plan Account
shall be fully vested (i.e., nonforfeitable) at all times.

                  Section 5.        Payment of Benefits:

                  5.1 Distribution : Except as otherwise  provided in Section 6,
the vested  Accrued  Benefit of a Participant  shall be  distributed  to or with
respect to a Participant only upon termination of the Participant's Service with
the Employer (including all Affiliates thereof).  Payment of benefits on account
of a non-death  termination of Service shall be made in accordance  with Section
5.2.  Payment of  benefits on account of the death of the  Participant  shall be
made in accordance with Section 5.3.

                  5.2      Payment of Benefits for Reasons Other Than Death :

                  5.2.1    Form of Distribution:  Subject  to the  provisions of
         Section  17,  the  vested  Accrued  Benefit  of a  Participant  who has
         terminated Service for any reason other than death shall be paid to the
         Participant  or  applied  for his  benefit  under one of the  following
         options, as elected by the Participant:

                           (1)  Term  Certain  Option:  Payment  of  his  vested
                  Accrued  Benefit  to him in monthly  installments  over a term
                  certain not to exceed 180 months. If the term certain selected
                  by the Participant pursuant to this Section 5.2.1 would result
                  in payments of less than $100.00 per month,  payments shall be
                  made at the rate of $100.00 per month until the  Participant's
                  vested Accrued Benefit is paid in full.

                           (2) Lump Sum  Option:  Payment of his vested  Accrued
Benefit to him in a lump sum.

                                     - 10 -
The election of the form of distribution (the "Form Election") shall be
         made by the  Participant  on a form approved by the Committee and filed
         with the  Committee as provided in Section  5.2.3.  If the  Participant
         fails to elect a distribution  option, his vested Accrued Benefit shall
         be paid to him under the Lump Sum Option. The amount of a Participant's
         vested Accrued Benefit for purposes of any  distribution  made pursuant
         to this Section 5 shall be  determined as of the  Adjustment  Date such
         distribution is actually processed by the Committee or its designee.

                  5.2.2    Commencement and Timing  of  Distribution:  Except as
         otherwise  provided  in  Section 6 and  subject  to the  provisions  of
         Section 17, no benefit  payments will be made to the  Participant  from
         the Plan under this Section 5.2 until the Service of the Participant is
         terminated. Payment of his vested Accrued Benefit shall commence within
         one of the following periods, as elected by the Participant:

                  Option            (1)  Distribution  shall commence within the
                                    60-day  period next  following  the date the
                                    Service of the Participant terminates.

                  Option            (2)  Distribution  shall commence within the
                                    period beginning on the first day of January
                                    of the Plan Year which next follows the Plan
                                    Year in which the Service of the Participant
                                    terminated  and  ending  on the  last day of
                                    February of such Plan Year.

                  Option            (3)  Distribution  shall commence within the
                                    60-day  period next  following  the date the
                                    Participant attains age 65.

                  Option            (4)  Distribution  shall commence within the
                                    period beginning on the first day of January
                                    of the Plan Year which next follows the Plan
                                    Year in which the Participant attains age 65
                                    and  ending on the last day of  February  of
                                    such Plan Year.

         The election of the date as of which  distribution  shall commence (the
         "Timing  Election")  shall be made on a form  approved by the Committee
         and filed with the  Committee  as  provided  in Section  5.2.3.  If the
         Participant  fails to elect one of these  options,  Option  (1) will be
         deemed to have been elected by the Participant.

                  5.2.3    Timing of Election:  The  Form  Election  and  Timing
         Election  shall be made by the  Participant on or before the Entry Date
         the  Participant  enters the Plan.  The  Participant's  election may be
         revoked at any time by the  Participant  during the "Election  Period."
         The Election Period begins as of the Entry Date the Participant  enters
         the  Plan  and  ends  on the  earlier  to  occur  of (i) the  date  the
         Participant  terminates  Service;  or (ii) the date which  precedes the
         date  payment of his benefit is to  commence  by twelve  (12)  calendar
         months. The Form Election and Timing Election in effect as of the close
         of the Election Period shall be irrevocable.

                                     - 11 -
5.2.4    Medium of  Distribution:  Distributions from the Plan
         shall be made in cash.

                  5.2.5    Installment Payments:  If  the  Participant's  vested
         Accrued  Benefit is to be distributed in  installments  pursuant to the
         Term  Certain  Option,  the amount of each  monthly  installment  shall
         initially  be equal to the value of the Account as of the date  benefit
         payments are to commence  multiplied  by a fraction,  the  numerator of
         which  shall be one and the  denominator  of which  shall be the  total
         number of  installments  to be paid. As of each February 1 (the "Annual
         Valuation Date"), the amount of the monthly  installment  payment shall
         be adjusted so that for the twelve  consecutive  month period beginning
         on such Annual  Valuation  Date the amount of each monthly  installment
         payment  shall be equal to the  value  of the  Account  on such  Annual
         Valuation Date  multiplied by a fraction,  the numerator of which shall
         be one and the denominator of which shall be the number of installments
         remaining  to be paid.  The  Account  shall  continue to be adjusted as
         provided in Section 7 until the entire balance  credited to the Account
         has been paid.

                  5.3   Payment of Death Benefit: On the death of a Participant,
his vested Accrued  Benefit shall be paid to his  Beneficiary in accordance with
the following special provisions:

                  5.3.1    Death Before Payments Begin:  If the Participant dies
         before payment of his vested Accrued  Benefit begins under Section 5.2,
         payment of his vested Accrued Benefit to his Beneficiary shall commence
         as soon as practicable  following the date of the  Participant's  death
         but in no event  earlier than the sixtieth day next  following the date
         of the  Participant's  death.  The amount of the  Participant's  vested
         Accrued Benefit for purposes of any distribution  made pursuant to this
         Section  5.3.1  shall be  determined  as of the  Adjustment  Date  such
         distribution  is actually  processed by the  Committee or its designee.
         The  vested  Accrued  Benefit of the  Participant  shall be paid to the
         Beneficiary  in cash  under the Lump Sum  Option  described  in Section
         5.2.1(2).

                  5.3.2    Death After Payments Begin:  If  the Participant dies
         on  or  after  payment  of  his vested Accrued Benefit  commences under
         Section 5.2, the remaining payments (if any) that would have been  made
         to the Participant had he not died shall be made to  the  Participant's
         Beneficiary  in the same  manner  as they  would  have been paid to the
         Participant had he lived.

                  5.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which distributions will be made from the Plan so that the Plan may be
conveniently administered.

                                     - 12 -
Section 6.        Unforeseeable Emergency Payments:

                  6.1  Conditions  for  Request : Subject to the  provisions  of
Section 17, a Participant  may, at any time prior to his termination of Service,
make application to the Committee to receive a cash payment in a lump sum of all
or a  portion  of the  total  amount  credited  to his  Account  by reason of an
unforeseeable  emergency. The amount of a payment on account of an unforeseeable
emergency  shall not exceed the amount  required to meet the financial  hardship
created by the unforeseeable  emergency and not otherwise  reasonably  available
from other  resources  of the  Participant  (including  all amounts  that may be
withdrawn  from  the  Savings  Plan).  An  unforeseeable  emergency  is a severe
financial  hardship to the  Participant  resulting  from a sudden and unexpected
illness or accident of the  Participant  or of a dependent  of the  Participant,
loss of a Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.  The  determination  of whether an  unforeseeable  emergency
exists  within the scope of this  Section 6.1 shall be made by the  Committee in
its sole and absolute discretion, and its decision to grant or deny a payment on
account of an unforeseeable  emergency shall be final. The Committee shall apply
uniform and nondiscriminatory standards in making its decision.

                  6.2 Written Request : The Participant's  request for a payment
on  account  of an  unforeseeable  emergency  must  be made  in  writing  to the
Committee.  The request must specify the nature of the financial  hardship,  the
total  amount to be paid from his  Account,  and the total  amount of the actual
expense incurred or to be incurred on account of hardship.

                  6.3  Processing of Request : If a payment under this Section 6
is approved,  such payment shall be made as soon thereafter as practicable.  The
processing  of the request  shall be completed as soon as  practicable  from the

                                     - 13 -
date on which the Committee  receives the properly completed written request for
a payment on account of an unforeseeable  emergency. If a Participant terminates
Service after a request is approved in accordance  with this Section 6 but prior
to payment of the full amount  approved,  the  approval of his request  shall be
automatically  void and the  benefits he is  entitled to receive  under the Plan
shall be paid in accordance with the applicable  payment provisions of the Plan.
Only one payment because of an unforeseeable  emergency shall be made within any
Plan Year. A hardship  withdrawal  made under this Section 6 shall be charged to
the separate  bookkeeping  accounts  which comprise the Account in the following
order: (i) Incentive  Compensation Account; (ii) Salary Reduction Account; (iii)
Prior Plan Account; and (iv) Discretionary Account. Subject to the provisions of
Section  17,  with  respect  to each such  separate  bookkeeping  account,  such
hardship  withdrawal  shall be charged to the Fixed Rate  Account  and the Index
Fund  Account with respect to such  separate  bookkeeping  account on a pro rata
basis.

                  6.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee may from time to time adopt additional policies or rules governing the
manner in which such payments because of an unforeseeable  emergency may be made
so that the Plan may be conveniently administered.

                  Section 7.     Deemed Investments and Adjustment of Accounts:

                  The Committee  shall  establish and maintain in behalf of each
Participant the following four separate bookkeeping accounts with respect to his
Account: (1) Salary Reduction Account; (2) Discretionary  Account; (3) Incentive
Compensation  Account;  and (4) Prior Plan  Account.  The  Committee  shall also
establish  and maintain with respect to each  separate  bookkeeping  account two
sub-accounts,  one entitled the "Fixed Rate Account" and the other  entitled the
"Index Fund Account."

                                     - 14 -
7.1  Deemed   Investment  of  Accounts  in  Index  Fund  :  In
accordance with procedures adopted by the Committee,  a Participant may elect to
have all or a portion  (in whole  percentages  of 5%) of the amount  credited to
each separate bookkeeping account deemed invested in the Index Fund. An election
to invest in the Index Fund shall be made by the  Participant in accordance with
such rules and  procedures  as are adopted by the  Committee  from time to time.
Subject to the provisions of Section 7.2, any amounts  credited to each separate
bookkeeping  account of the  Participant  which are not deemed to be invested in
the Index Fund shall be credited to the Fixed Rate Account (which functions as a
sub-account  of the  applicable  separate  bookkeeping  account)  and  shall  be
credited with earnings as described in Section 7.3.  Unless  modified or revoked
by the  Participant,  an election to invest in the Index Fund shall  continue in
effect until such time as the distribution of the  Participant's  vested Accrued
Benefit is processed by the  Committee  or its designee in  accordance  with the
provisions  of Section 5. A  Participant  unilaterally  may modify or revoke his
election as of any Monthly  Adjustment  Date by providing  advance notice to the
Committee in  accordance  with such rules and  procedures  as are adopted by the
Committee from time to time. Any amount the Participant has elected to be deemed
invested  in the Index Fund shall be  converted  into Index Fund  Credits in the
manner and as of the Adjustment Date described in Exhibit E attached hereto,  as
the same may be  amended  from time to time by the  Committee.  The value of any
Index Fund Credits the  Participant has elected to be deemed sold from his Index
Fund Accounts and credited to his Fixed Rate Accounts shall be determined in the
manner and as of the Adjustment Date described in Exhibit E attached hereto,  as
the same  may  be  amended  from  time  to  time  by  the  Committee. All deemed
dividends, capital  gains or  other income distributions payable with respect to
the Index Fund Credits allocated to the  Participant's  Index Fund Account shall
be converted into Index Fund Credits in the manner and as of the Adjustment Date
described in Exhibit E attached hereto,  as the same may be amended from time to
time by the  Committee.  In the event the  Committee  shall change the manner in
which  amounts are to be  converted to Index Fund Credits or the manner in which
Index Fund Credits are to be deemed sold,  it shall  communicate  such change to
Participants  in writing in advance of the date such change is to be  effective.
Fractional  shares shall be accounted for as such. The Index Fund Accounts shall
be adjusted as provided in Section 7.4.

                  7.2  Adjustment  of Fixed Rate Account : Except as provided in
Section 7.3 with respect to the adjustment of the Index Fund Accounts, as of the
close of  business  of the  Company  on each  Adjustment  Date,  each Fixed Rate
Account with respect to each separate  bookkeeping  account shall be adjusted as
follows:

                  7.2.1  Salary  Reduction  Fixed Rate  Account:  The Fixed Rate
         Account  (which  account  functions  as a  sub-account  of  the  Salary
         Reduction Account) of each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date,  and (ii) the total amount deemed
                  applied since the next preceding Adjustment Date to the deemed
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Salary Reduction Account).

                           (2) There shall be credited  the total  amount of any
                  Salary Reduction  Credits made to such account with respect to
                  the Participant since the last preceding Adjustment Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account  of  the  Salary  Reduction  Account)  as of  such
                  Adjustment Date (after  adjustment for any distributions as of
                  such Adjustment Date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                                     - 16 -
7.2.2 Discretionary Fixed Rate Account: The Fixed Rate Account
         (which account functions as a sub-account of the Discretionary Account)
         of each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date, and (ii) the total amount applied
                  since  the  next  preceding  Adjustment  Date  to  the  deemed
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Discretionary Account).

                           (2) There shall be credited  the total  amount of any
                  Company  Discretionary  Credits  made  to  such  account  with
                  respect to the Participant since the last preceding Adjustment
                  Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account   of  the   Discretionary   Account)  as  of  such
                  Adjustment Date (after  adjustment for any distributions as of
                  such adjustment date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                  7.2.3  Incentive  Compensation  Fixed Rate Account:  The Fixed
         Rate Account (which account functions as a sub-account of the Incentive
         Compensation  Account)  of each  Participant  shall be adjusted in this
         order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date and (ii) the total  amount  deemed
                  applied  since  the  next  preceding  Adjustment  Date  to the
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Incentive Compensation Account).

                           (2) There shall be credited  the total  amount of any
                  Incentive  Compensation  Credits  made  to such  account  with
                  respect to the Participant since the last preceding Adjustment
                  Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                                     - 17 -
(4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account of the Incentive  Compensation Account) as of such
                  Adjustment Date (after  adjustment for any distributions as of
                  such adjustment date but prior to adjustment for credits as of
                  such date), and (B) is the Crediting Rate.

                  7.2.4 Prior Plan Fixed Rate  Account:  The Fixed Rate  Account
         (which account functions as a sub-account of the Prior Plan Account) of
         each Participant shall be adjusted in this order:

                           (1) There  shall be debited  (i) the total  amount of
                  any  payments  deemed  made from such  account  since the next
                  preceding  Adjustment  Date and (ii) the total  amount  deemed
                  applied  since  the  next  preceding  Adjustment  Date  to the
                  purchase of Index Fund  Credits for the Index Fund  Account of
                  the Participant  (which account  functions as a sub-account of
                  the Prior Plan Account).

                           (2) There shall be credited  the total  amount of any
                  Prior Plan  Account  Credits made to such account with respect
                  to the Participant since the last preceding Adjustment Date.

                           (3) There shall be credited  cash  proceeds  from the
                  deemed sale of any Index Fund  Credits  then  allocated to the
                  Index Fund Account of the Participant.

                           (4) There shall be  credited  an amount  equal to the
                  product of (A) and (B),  where (A) is the balance  credited to
                  the  Fixed  Rate  Account  (which   account   functions  as  a
                  sub-account  of the Prior Plan Account) as of such  Adjustment
                  Date  (after  adjustment  for  any  distributions  as of  such
                  adjustment date but prior to adjustment for credits as of such
                  date), and (B) is the Crediting Rate.

                  7.3  Adjustment  of Index  Fund  Account  : As of the close of
business  of the  Company  on each  Adjustment  Date,  the  number of Index Fund
Credits  allocated to the Index Fund Account of each Participant with respect to
each separate bookkeeping account shall be adjusted in the following order:

                  7.3.1  There shall be debited  any Index Fund  Credits  deemed
         sold from the Index Fund Account  since the next  preceding  Adjustment
         Date.

                                     - 18 -
7.3.2 There shall be credited (i) any shares of the Index Fund
         deemed  purchased with amounts  converted into Index Fund Credits,  and
         (ii) any additional  shares of Index Fund Credits deemed purchased as a
         result  of  any  deemed  dividends,   capital  gains  or  other  income
         distributions  payable since the next  preceding  Adjustment  Date with
         respect to Index Fund Credits allocated to the Participant's Index Fund
         Account.

                  7.4 Rules:   Subject  to the  provisions  of  Section  17, the
Committee  may  establish  any rules or  regulations  necessary to implement the
provisions of this Section 7.

                  7.5 Special Effective Date:  Notwithstanding  any provision of
the Plan to the  contrary,  the  provisions  of the Plan  relating to the deemed
investment in the Index Fund shall not become  effective  until the later of (i)
January 1, 1998; or (ii) the date of approval of the Plan by the Board.

                  Section 8.        Administration by Committee:

                  8.1  Membership of Committee:  The Committee  shall consist of
not less than three nor more than seven  individuals  who shall be  appointed by
the Board to serve at the pleasure of the Board. Any member of the Committee may
resign,  and his  successor,  if any,  shall  be  appointed  by the  Board.  The
Committee shall be responsible for the general administration and interpretation
of the Plan and for carrying out its provisions, except to the extent all or any
of such obligations are specifically imposed on the Board.

                  8.2  Committee  Officers;  Subcommittee:   The  members of the
Committee  shall elect a Chairman and may elect an acting  Chairman.  They shall
also elect a Secretary and may elect an acting Secretary,  either of whom may be
but need not be a member of the  Committee.  The  Committee may appoint from its
membership such subcommittees with such powers as the Committee shall determine,
and may  authorize one or more of its members or any agent to execute or deliver
any instruments or to make any payment in behalf of the Committee.  The Chairman

                                     - 19 -
of the Committee shall constitute the Plan  Administrator and shall be agent for
service of legal process on the Plan. In addition, notwithstanding any provision
herein, any subcommittee  established by the Committee or any Board committee or
subcommittee may be granted such authority, and be comprised of such members, as
is necessary to comply with the  conditions  imposed by Rule 16b-3,  promulgated
under Section 16 of the  Securities  Exchange Act of 1934, as amended (the "1934
Act").

                  8.3  Committee  Meetings:    The  Committee  shall  hold  such
meetings upon such notice,  at such places and at such  intervals as it may from
time to time  determine.  Notice of meetings  shall not be required if notice is
waived in writing by all the members of the Committee at the time in office,  or
if all such members are present at the meeting.

                  8.4 Transaction of Business:  A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those present at any such meeting and entitled
to vote. Resolutions may be adopted or other action taken without a meeting upon
written consent thereto signed by all of the members of the Committee.

                  8.5 Committee  Records:  The Committee shall maintain full and
complete  records  of  its  deliberations  and  decisions.  The  minutes  of its
proceedings shall be conclusive proof of the facts of the operation of the Plan.
The records of the  Committee  shall  contain all relevant  data  pertaining  to
individual Participants and their rights under the Plan.

                  8.6 Establishment of Rules:  Subject to the limitations of the
Plan,  the  Committee may from time to time  establish  rules or by-laws for the
administration of the Plan and the transaction of its business.

                  8.7  Conflicts  of  Interest:   No  individual  member  of the
Committee shall have any right to vote or decide upon any matter relating solely

                                     - 20 -
to himself or to any of his rights or benefits  under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other action
taken without a meeting).

                  8.8  Correction of Errors:  The  Committee may correct  errors
and,  so far as  practicable,  may  adjust  any  benefit  or credit  or  payment
accordingly.  The Committee may in its discretion waive any notice  requirements
in the Plan; provided, that a waiver of notice in one or more cases shall not be
deemed to  constitute a waiver of notice in any other case.  With respect to any
power or authority  which the  Committee has  discretion  to exercise  under the
Plan, such discretion shall be exercised in a nondiscriminatory manner.

                  8.9  Authority  to  Interpret  Plan:   Subject  to the  claims
procedure  set forth in Section  15, the  Committee  and the Plan  Administrator
shall have the duty and  discretionary  authority to interpret  and construe the
provisions  of the Plan and decide any  dispute  which may arise  regarding  the
rights of  Participants  hereunder,  including  the  discretionary  authority to
interpret  the  Plan  and  to  make   determinations   as  to  eligibility   for
participation and benefits under the Plan. Interpretations and determinations by
the Committee and the Plan  Administrator  shall apply  uniformly to all persons
similarly  situated  and  shall be  binding  and  conclusive  on all  interested
persons.  Such interpretations and determinations shall only be set aside if the
Committee and the Plan  Administrator  are found to have acted  arbitrarily  and
capriciously in interpreting and construing the provisions of the Plan.

                  8.10  Third  Party  Advisors:   The  Committee  may  engage an
attorney,  accountant or any other  technical  advisor on matters  regarding the
operation  of the Plan and to perform  such other duties as shall be required in
connection therewith,  and may employ such clerical and related personnel as the
Committee  shall deem  requisite or desirable in carrying out the  provisions of
the Plan.

                                     - 21 -
8.11 Compensation of Members:  No fee or compensation shall be
paid to any member of the Committee for his service as such.

                  8.12 Committee  Expenses:  The Committee  shall be entitled to
reimbursement by the Company for its reasonable  expenses  properly and actually
incurred in the performance of its duties in the administration of the Plan.

                  8.13 Indemnification of Committee:  No member of the Committee
shall be  personally  liable  by  reason  of any  contract  or other  instrument
executed  by him or on his  behalf  as a  member  of the  Committee  nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless,  directly from its own assets (including the proceeds of any insurance
policy the premiums  for which are paid from the  Company's  own  assets),  each
member of the Committee  and each other  officer,  Employee,  or director of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of  the  Plan  may  be  delegated  or  allocated,   against  any
unreimbursed or uninsured cost or expense  (including any sum paid in settlement
of a claim with the prior written  approval of the Board) arising out of any act
or  omission  to act in  connection  with the Plan  unless  arising  out of such
person's own fraud, bad faith, willful misconduct or gross negligence.

                  Section 9.        Funding:

                  The Plan is intended to be both an excess  benefit plan and an
unfunded plan of deferred  compensation  maintained for a select group of highly
compensated employees. The obligation of the Employer to make payments hereunder
shall  constitute  a  general  unsecured  obligation  of  the  Employer  to  the
Participant.  Notwithstanding  the  foregoing,  the Company shall  establish and
maintain a special separate fund as provided for in the document  entitled "BB&T
Corporation  Non-Qualified Deferred Compensation Trust." The Employer shall make
contributions  to the  trust  from  time to time in  accordance  with  Section 5

                                     - 22 -
thereof.  Notwithstanding the foregoing, no Participant or his Beneficiary shall
have any legal or equitable  rights,  interest or claims in any particular asset
of the trust or the Employer by reason of the Employer's  obligation  hereunder,
and nothing  contained herein shall create or be construed as creating any other
fiduciary  relationship  between the  Employer  and a  Participant  or any other
person.  To the extent that any person acquires a right to receive payments from
the trust or the  Employer  hereunder,  such right shall be no greater  than the
right of an unsecured creditor of the Employer.

                  Section  10.  Allocation  of  Responsibilities:   The  persons
responsible for the Plan and the duties and responsibilities  allocated to each,
which shall be carried out in  accordance  with the other  applicable  terms and
provisions of the Plan, shall be as follows:

                  10.1.    Board:

                           (i)      To amend the Plan (other than the Exhibits);

                           (ii)     To  appoint  and   remove  members  of   the
                  Committee;

                           (iii)    To terminate the Plan; and

                           (iv) To take any  actions  required  to  comply  with
                  federal and state  securities  laws (except to the extent that
                  the  Committee  or a  committee  or  subcommittee  established
                  pursuant to Section 8.2 is authorized to do so).

                  10.2     Committee:

                           (i)      To  determine  the   Employees  eligible  to
                  participate in the Plan;

                           (ii)     To interpret the  provisions of the Plan and
                  to determine the rights of the  Participants  under  the Plan,
                  except to the extent otherwise provided in Section 15 relating
                  to claims procedure;

                           (iii)    To administer the Plan  in  accordance  with
                  its terms, except to the extent powers to administer the  Plan
                  are specifically delegated  to  another  person or  persons as
                  provided in the Plan;

                           (iv)     To  account  for  the  Accrued  Benefits  of
                  Participants;

                                     - 23 -
(v)      To  direct  the  Employer  in the payment of
                  benefits, and

                           (vi) To the extent  necessary or advisable,  to amend
                  the Exhibits attached hereto.

                  10.3     Plan Administrator :

                           (i)      To file such reports as may be required with
                  the United States Department of Labor,  the  Internal  Revenue
                  Service and any other government agencies to which reports may
                  be required to be submitted from time to time;

                           (ii)     To provide for disclosure of Plan provisions
                  and other information relating to the Plan to Participants and
                  other interested parties; and

                           (iii)    To administer the  claims  procedure  to the
                  extent provided in Section 15.

                  Section 11.     Benefits Not Assignable; Facility of Payments:

                  11.1 Benefits Not  Assignable : No portion of any benefit held
or paid under the Plan with respect to any  Participant  shall be subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance  or  charge,  and any  attempt  so to  anticipate,  alienate,  sell,
transfer,  assign, pledge,  encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner  payable to any assignee,  receiver
or any  one  trustee,  or be  liable  for  his  debts,  contracts,  liabilities,
engagements or torts, or be subject to any legal process to levy upon or attach.

                  11.2  Payments  to  Minors  and  Others  : If  any  individual
entitled to receive a payment  under the Plan shall be  physically,  mentally or
legally  incapable of receiving or  acknowledging  receipt of such payment,  the
Committee,  upon the  receipt of  satisfactory  evidence of his  incapacity  and
satisfactory  evidence that another person or institution is maintaining him and
that no guardian or committee has been  appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution  shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

                                     - 24 -
Section 12.       Beneficiary:

                  The  Participant's  Beneficiary shall be the person or persons
designated by the  Participant on the beneficiary  designation  form provided by
and filed  with the  Committee  or its  designee.  If the  Participant  does not
designate a Beneficiary,  the Beneficiary  shall be his Surviving Spouse. If the
Participant  does not designate a Beneficiary and has no Surviving  Spouse,  the
Beneficiary shall be the Participant's  estate. The designation of a Beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee.  If a Beneficiary (the "Primary  Beneficiary") is
receiving  or is  entitled  to receive  payments  under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid  to the  Contingent  Beneficiary,  if any,  named  in the  Participant's
current beneficiary designation form. If there is no Contingent Beneficiary, the
balance shall be paid to the estate of the Primary Beneficiary.  Any Beneficiary
may disclaim all or any part of any benefit to which such  Beneficiary  shall be
entitled  hereunder by filing a written  disclaimer  with the  Committee  before
payment of such benefit is to be made.  Such a disclaimer  shall be made in form
satisfactory to the Committee and shall be irrevocable  when filed.  Any benefit
disclaimed  shall  be  payable  from  the  Plan  in the  same  manner  as if the
Beneficiary who filed the disclaimer had died on the date of such filing.

                  Section 13.       Amendment and Termination of Plan:

                  The  Board  may  amend  or  terminate  the  Plan at any  time;
provided,  that in no event  shall  such  amendment  or  termination  reduce any

                                     - 25 -
Participant's  Accrued  Benefit as of the date of such amendment or termination,
nor shall  any such  amendment  affect  the  terms of the Plan  relating  to the
payment of such Accrued Benefit without the Participant's  prior written consent
to such amendment. Any such amendment or termination shall be made pursuant to a
resolution of the Board and shall be effective as of the date  specified in such
resolution. Upon termination of the Plan, distribution of the Accrued Benefit of
a Participant  shall be made to the Participant or his Beneficiary in the manner
and at the time  described in Section 5 of the Plan.  No  additional  credits of
Salary  Reduction  Credits,   Company   Discretionary   Credits,   or  Incentive
Compensation  Credits  shall  be made  to the  respective  separate  bookkeeping
accounts of a Participant  following termination of the Plan, but the Account of
each  Participant  shall  continue to be adjusted as provided in Section 7 until
the balance of the Account of the Participant has been fully  distributed to him
or his Beneficiary.

                  Section 14.       Communication to Participants:

                  The Company shall  communicate the principal terms of the Plan
to the  Participants.  The Company  shall make a copy of the Plan  available for
inspection by Participants and their  Beneficiaries  during reasonable hours, at
the principal office of the Company.

                  Section 15.       Claims Procedure:

                  The following claims procedure shall apply with respect to the
Plan:

                  15.1  Filing of a Claim for  Benefits:   If a  Participant  or
Beneficiary (the "Claimant")  believes that he is entitled to benefits under the
Plan  which are not being  paid to him or which  are not being  accrued  for his
benefit, he shall file a written claim therefor with the Plan Administrator.  In
the event the Plan  Administrator  shall be the Claimant,  all actions which are
required to be taken by the Plan Administrator pursuant to this Section 15 shall
be taken instead by another member of the Committee designated by the Committee.

                                     - 26 -
15.2     Notification to Claimant of Decision:  Within 90 days
after  receipt  of a claim  by the Plan  Administrator  (or  within  180 days if
special circumstances require an extension of time) the Plan Administrator shall
notify the  Claimant of his decision  with regard to the claim.  In the event of
such  special  circumstances  requiring  an  extension  of time,  there shall be
furnished to the  Claimant  prior to  expiration  of the initial  90-day  period
written  notice of the  extension,  which  notice  shall  set forth the  special
circumstances  and the date by which the decision  shall be  furnished.  If such
claim shall be wholly or partially  denied,  notice  thereof shall be in writing
and worded in a manner  calculated to be  understood by the Claimant,  and shall
set forth:  (i) the  specific  reason or reasons for the denial;  (ii)  specific
reference  to  pertinent  provisions  of the Plan on which the  denial is based;
(iii) a description of any additional material or information  necessary for the
Claimant  to  perfect  the  claim and an  explanation  of why such  material  or
information is necessary; and (iv) an explanation of the procedure for review of
the  denial.  If the Plan  Administrator  fails to notify  the  Claimant  of the
decision in timely  manner,  the claim shall be deemed denied as of the close of
the initial 90-day period (or the close of the extension period, if applicable).

                  15.3     Procedure for Review:   Within   60  days   following
receipt by the Claimant of notice denying his claim, in whole or in part, or, if
such notice shall not be given,  within  60  days  following  the latest date on
which such notice could have been timely given, the Claimant shall appeal denial
of the claim by filing a written  application  for  review  with the  Committee.
Following such request for review,  the Committee  shall fully and fairly review
the  decision  denying the claim.  Prior to the decision of the  Committee,  the
Claimant  shall be given an  opportunity  to review  pertinent  documents and to
submit issues and comments in writing.

                  15.4    Decision  on Review: The decision on review of a claim
denied  in  whole  or in part by the  Plan  Administrator  shall  be made in the
following manner:

                                     - 27 -
15.4.1  Within 60 days  following  receipt by the Committee of
         the  request  for review  (or within 120 days if special  circumstances
         require an extension of time),  the Committee shall notify the Claimant
         in writing of its  decision  with regard to the claim.  In the event of
         such special  circumstances  requiring  an  extension of time,  written
         notice of the extension shall be furnished to the Claimant prior to the
         commencement  of  the  extension.  If the  decision  on  review  is not
         furnished in a timely  manner,  the claim shall be deemed  denied as of
         the close of the initial  60-day  period (or the close of the extension
         period, if applicable).

                  15.4.2  With  respect to a claim that is denied in whole or in
         part, the decision on review shall set forth  specific  reasons for the
         decision,  shall be written in a manner  calculated to be understood by
         the Claimant,  and shall cite specific references to the pertinent Plan
         provisions on which the decision is based.

                  15.4.3  The  decision  of the  Committee  shall be  final  and
conclusive.

                  15.5  Action by  Authorized  Representative  of Claimant : All
actions set forth in this Section 15 to be taken by the Claimant may likewise be
taken by a  representative  of the Claimant duly authorized by him to act in his
behalf on such  matters.  The Plan  Administrator  and the Committee may require
such  evidence as either may  reasonably  deem  necessary  or  advisable  of the
authority to act of any such representative.

                  Section 16.       Parties to the Plan:

                  Subject to the approval of the Board,  an  Affiliate  that has
adopted the  Savings  Plan may adopt this Plan and become an  employer-party  to
this Plan by  resolutions  approved by its Board of  Directors.  The  Affiliates
which are employer-parties to this Plan are listed on Exhibit F attached hereto,
as the same may be amended  from time to time by the  Committee.  The  following
special provisions shall apply to all employer-parties to the Plan:

                  16.1     Single Plan:   The  Plan shall apply as a single plan
with respect to all parties as if there were only one employer-party.

                                     -28 -
16.2  Service;  Allocation  of Costs:  Service for purposes of
the Plan shall be interchangeable  among  employer-parties to the Plan and shall
not be  deemed  interrupted  or  terminated  by the  transfer  at any  time of a
Participant  from the  Service of one  employer-party  to the Service of another
employer-party.  In determining  the cost of providing  benefits under the Plan,
each  employer-party  shall  be  responsible  for the cost  associated  with the
Employees of such employer-party who are Participants in the Plan.

                  16.3 Committee:  The Committee  which  administers the Plan as
applied  to the  Company  shall also be the  Committee  as applied to each other
employer-party to the Plan.

                  16.4  Authority  to Amend  and  Terminate:  The  Board  of the
Company  shall have the power to amend or terminate  the Plan as applied to each
employer-party.

                  Section 17.       Compliance with Section 16 of the Securities
                                    Exchange Act of 1934 and Rule 16b-3 Trading 
                                    Restrictions:

                  The transactions  under the Plan are intended to be structured
in accordance with the 1934 Act,  including but not limited to the  restrictions
(if applicable) imposed by Rule 16b-3 adopted under the 1934 Act. In addition to
the provisions contained in the Plan, transactions by persons subject to Section
16 shall be subject to such  further  conditions  as may be required in order to
comply  with the terms of Rule 16b-3 and Section  16(b).  Without  limiting  the
foregoing,  persons  subject to Section 16 shall be required to comply with such
rules and procedures  regarding Plan  participation  and  transactions as may be
established by the Committee or a committee or subcommittee established pursuant
to Section 8.2.

                  Section 18.       Miscellaneous Provisions:

                  18.1 Notices:  Each Participant who is not in Service and each
Beneficiary shall be responsible for furnishing the Plan  Administrator with his
current address for the mailing of notices,  reports, and benefit payments.  Any
notice  required or permitted  to be given to such  Participant  or  Beneficiary
shall be deemed given if directed to such  address and mailed by regular  United
States mail, first class,  postage prepaid.  If any check mailed to such address

                                     - 29 -
is  returned  as  undeliverable  to the  addressee,  mailing  of checks  will be
suspended  until the  Participant or Beneficiary  furnishes the proper  address.
This provision  shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.

                  18.2  Lost  Distributees:  A benefit shall be deemed forfeited
if the Plan  Administrator is unable after a reasonable period of time to locate
the Participant or Beneficiary to whom payment is due; provided,  however,  that
such benefit shall be reinstated if a valid claim is made by or on behalf of the
Participant or Beneficiary for the forfeited benefit.

                  18.3  Reliance on Data:  The  Employer,  the Committee and the
Plan  Administrator  shall  have the right to rely on any data  provided  by the
Participant or by any Beneficiary. Representations of such data shall be binding
upon any  party  seeking  to claim a  benefit  through  a  Participant,  and the
Employer,  the Committee and the Plan Administrator  shall have no obligation to
inquire  into  the  accuracy  of  any  representation  made  at  any  time  by a
Participant or Beneficiary.

                  18.4  Receipt and Release for Payments:  Any payment made from
the Plan to or with respect to any Participant or Beneficiary,  or pursuant to a
disclaimer  by  a  Beneficiary,  shall,  to  the  extent  thereof,  be  in  full
satisfaction  of all claims  hereunder  against the Plan and the  Employer  with
respect to the Plan.  The recipient of any payment from the Plan may be required
by the Committee, as a condition precedent to such payment, to execute a receipt
and release  with  respect  thereto in such form as shall be  acceptable  to the
Committee.

                  18.5 Headings:  The headings and  subheadings of the Plan have
been  inserted  for  convenience  of  reference  and  are to be  ignored  in any
construction of the provisions hereof.

                                     - 30 -
18.6   Continuation  of Employment:  The establishment  of the
Plan shall not be  construed  as  conferring  any legal or other rights upon any
Employee or any persons for  continuation of employment,  nor shall it interfere
with the right of the  Employer to  discharge  any  Employee or to deal with him
without regard to the effect thereof under the Plan.

                  18.7   Construction:  The  provisions of  the  Plan  shall  be
construed and enforced according to the laws of the State of North Carolina.

                  18.8   Nonliability  of  Employer:  The   Employer   does  not
guarantee the Participants, former Participants or Beneficiaries against loss of
or  depreciation  in value of any right or benefit  that any of them may acquire
under the terms of the Plan, nor does the Employer guarantee to any of them that
the assets of the  Employer  will be  sufficient  to provide any or all benefits
payable  under  the Plan at any  time,  including  any time that the Plan may be
terminated or partially terminated.

                  18.9   Severability:  All  provisions  contained  in this Plan
shall be severable,  and in the event that any one or more of them shall be held
to be invalid by any competent court,  this Plan shall be interpreted as if such
invalid provisions were not contained herein.

                  18.10  Merger  and  Consolidation:   The  Employer  shall  not
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entities (a "Successor  Entity") unless such Successor Entity shall assume
the rights,  obligations and liabilities of the Employer under the Plan and upon
such  assumption,  the  Successor  Entity shall become  obligated to perform the
terms and conditions of the Plan.

                  18.11  Withholding  Taxes:  The  Employer  shall  satisfy  all
federal,  state and  local  withholding  tax  requirements  prior to making  any
benefit payment under the Plan.  Whenever under the Plan payments are to be made
by the Employer in cash, such payments shall be net of any amounts sufficient to
satisfy all federal, state and local withholding tax requirements.

                                     - 31 -
IN WITNESS WHEREOF, this non-qualified,  deferred compensation
plan is executed  in behalf of the Company as of the 27th day of October,  1998,
to be effective as of January 1, 1998.
                                                    BB&T CORPORATION

                                          By:       /s/ Robert E. Greene
                                                    President or Vice President
Attest:

 /s/ Jerone C. Herring                           
Secretary or Assistant Secretary
[Corporate Seal]