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

                       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
                        1995 OMNIBUS STOCK INCENTIVE PLAN
                            (As Amended and Restated)
                       ----------------------------------
                            (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 share (1)   price  (1)   fee     (1)
-----------        -----------         -------------   -----------  ------------

Common
Stock, par value
$5.00 per share    21,600,592 shares   $ 26.001       $561,636,993   $148,272.17
--------------------------------------------------------------------------------

(1)     Pursuant to Rule 457(c) and (h)(1),  based on  the  average ($26.001) of
        the  high  ($26.188)  and  low  ($25.813)  prices  of  the  Registrant's
        Common Stock on May 5, 2000, as reported on the New York Stock Exchange.


                                 --------------
<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, 1999, as filed with the Commission on March 14, 2000;

                   (b) The Company's  Current Reports on Form 8-K filed with the
Commission on January 12, 2000,  February 7, 2000,  February 9, 2000,  April 11,
2000 and April 28, 2000, respectively;

                  (c) The description of the Company's  Common Stock,  par value
$5.00 per share,  contained in the Company's  Registration Statement on form 8-A
filed with the  Commission  on  September  4, 1991 with  respect to such  Common
Stock, including any amendment or report filed for the purposes of updating such
description;

                  (d) The Company's  Registration Statement on Form 8-A relating
to the Company's  shareholder  rights plan, filed with the Commission on January
10, 1997; and

                  (e)      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; and

                  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.

                  Pursuant to General Instruction E to Form S-8, the contents of
Registration  Statement  No.  33-03989,  relating  to the  offer and sale of the
Registrant's  Common  Stock  under  the  BB&T  Corporation  1995  Omnibus  Stock
Incentive Plan (formerly,  the Southern National  Corporation 1995 Omnibus Stock
Incentive Plan), are incorporated by reference in this Registration Statement on
Form S-8.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by Jerone C. Herring, Esquire, Executive Vice President and General Counsel
to the Company, who owns approximately 67,203 shares  of  Common Stock.

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,  except that 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 - 1
<PAGE>

                  The registrant's bylaws provide for the indemnification of any
director  or  officer  of the  registrant  against  liabilities  and  litigation
expenses  arising out of his status as such,  excluding:  (i) any liabilities or
litigation  expenses relating to activities that were at the time taken known or
believed by such person to be clearly in conflict  with the best interest of the
registrant 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.

                  The  registrant's  articles of  incorporation  provide for the
elimination of the personal  liability of each director of the registrant to the
fullest extent permitted by law.

                  The registrant  maintains  directors' and officers'  liability
insurance that, in general, insures: (i) the registrant's directors and officers
against  loss by reason of any of their  wrongful  acts and (ii) the  registrant
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

    4.1     Amended and Restated  Articles of Incorporation  of the Company,  as
            amended,  which are incorporated by reference to Exhibit 3(a) to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1996, filed with the Commission on March 17, 1997.

    4.2     Articles  of  Amendment  to the  Articles  of  Incorporation  of the
            Company,  which are incorporated by reference to Exhibit 3(a)(ii) to
            the Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 18, 1998.

    4.3     Bylaws  of the  Company,  as  amended,  which  are  incorporated  by
            reference to Exhibit  3(b) to the  Company's  Annual  Report on Form
            10-K for the year ended December 31, 1997, filed with the Commission
            on March 18, 1998.

    4.4     Rights  Agreement  dated as of December 17, 1996 between the Company
            and  Branch  Banking  and  Trust  Company,  Rights  Agent,  which is
            incorporated  by reference to Exhibit A filed under Form 8-A,  filed
            with the Commission on January 10, 1997.

    5       Opinion of Jerone C. Herring, Esq.,  Executive  Vice  President  and
            General Counsel to the Company.

    23.1    Consent of  Jerone C. Herring, Esq.,  Executive  Vice  President and
            General Counsel to the Company, which is contained  in  his  opinion
            filed as Exhibit 5.

    23.2    Consent of Arthur Andersen LLP.

    24      Power of Attorney of Directors and Officers of the Company.

    99      BB&T  Corporation 1995 Omnibus Stock Incentive Plan (as  amended and
            restated).

                                     II - 2
<PAGE>


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:

                  (i)     To include any prospectus required by Section 10(a)(3)
                          of the  Securities Act of 1933 (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 - 3


<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, on this
8th day of May, 2000.

                                            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 on May 8, 2000.



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

                                     II - 4
<PAGE>



        /s/ James H. Maynard *                   /s/ Joseph A. McAleer *
--------------------------------------   -------------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
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 - 5


<PAGE>




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



Exhibit No.                              Description

4.1       Amended and Restated  Articles of  Incorporation  of the  Company,  as
          amended,  which are  incorporated  by reference to Exhibit 3(a) to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1996, filed with the Commission on March 17, 1997.

4.2       Articles of Amendment to the Articles of Incorporation of the Company,
          which  are  incorporated  by  reference  to  Exhibit  3(a)(ii)  to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1997, filed with the Commission on March 18, 1998.

4.3       Bylaws of the Company, as amended, which are incorporated by reference
          to Exhibit 3(b) to the  Company's  Annual  Report on Form 10-K for the
          year ended  December 31, 1997,  filed with the Commission on March 18,
          1998.

4.4       Rights Agreement dated as of December 17, 1996 between the Company and
          Branch Banking and Trust Company,  Rights Agent, which is incorporated
          by  reference  to  Exhibit  A filed  under  Form 8-A,  filed  with the
          Commission on January 10, 1997.

5         Opinion of  Jerone  C. Herring, Esq.,  Executive  Vice  President  and
          General Counsel to the Company.

23.1      Consent of Jerone  C.  Hering,  Esq.,  Executive  Vice  President  and
          General Counsel to the Company, which  is  contained  in  his  opinion
          filed as Exhibit 5.

23.2      Consent of Arthur Andersen LLP.

24        Power of Attorney of Directors and Officers of the Company.

99        BB&T  Corporation  1995  Omnibus  Stock Incentive Plan (as amended and
          restated).










<PAGE>



                                    EXHIBIT 5

<PAGE>






                                                                    EXHIBIT 5

                                [BB&T Letterhead]



                                   May 8, 2000




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

                  Re:      Registration Statement on Form S-8  Relating  to BB&T
                           Corporation  1995  Omnibus  Stock  Incentive Plan (as
                           amended and restated)

Ladies and Gentlemen:

     I  am  familiar  with  the  proceedings  taken  by  BB&T  Corporation  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange  Commission (the "Commission") of a Registration  Statement on Form S-8
under the  Securities  Act of 1933,  as amended,  of an aggregate of  21,600,592
shares of its common stock, $5.00 par value per share (the "Shares"),  which are
proposed to be offered and sold  pursuant to the BB&T  Corporation  1995 Omnibus
Stock Incentive Plan, as amended and restated (the "Plan").

     As counsel for the Company,  the Plan and the  Registration  Statement have
been reviewed  under my direction,  and I have examined and am familiar with the
records relating to the  organization of the Company,  including its articles of
incorporation,  bylaws  and  all  amendments  thereto,  and the  records  of all
proceedings  taken by the Board of  Directors  of the Company  pertinent  to the
rendering of this opinion.

     Based on the foregoing,  and having regard for such legal considerations as
I have  deemed  relevant,  I am of the  opinion  that the Shares  have been duly
authorized  and,  when issued and paid for in  accordance  with the terms of the
Plan, the Shares will be validly issued, fully paid and nonassessable.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5 to the Registration  Statement. In giving this consent, I do not admit
that I am 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.

                                                  Sincerely,


                                                  /S/  Jerone C. Herring
                                                  Jerone C. Herring
                                                  Executive Vice President and
                                                  General Counsel

<PAGE>







                                  EXHIBIT 23.2


<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 April 27, 2000,
included  in BB&T  Corporation's  Form  8-K  dated  April  28,  2000, and to all
references to our firm included in this registration statement. Our report dated
January 24, 2000, 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 since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling of interests.

                               /S/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 8, 2000.

<PAGE>






                                   EXHIBIT 24


<PAGE>




                                                                   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 offer and
sale of the Company's common stock,  $5.00 par value per share,  pursuant to the
terms of the BB&T  Corporation 1995 Omnibus Stock Incentive Plan (as amended and
restated),  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 April 25, 2000.




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

<PAGE>



        /s/ James H. Maynard                     /s/ Joseph A. McAleer
--------------------------------------   -----------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
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>


















                          SOUTHERN NATIONAL CORPORATION

                        1995 OMNIBUS STOCK INCENTIVE PLAN























                            Effective April 10, 1995

               (As Amended and Restated Effective April 23, 1996)


<PAGE>



                          SOUTHERN NATIONAL CORPORATION
                        1995 OMNIBUS STOCK INCENTIVE PLAN


                                    ARTICLE I

                                   DEFINITIONS


1.  01.  Agreement  means  a  written  agreement  (including  any  amendment  or
supplement  thereto)  between  SNC and a  Participant  specifying  the terms and
conditions of an award of Restricted  Stock,  Performance  Shares or Performance
Units or an Option or SAR granted to such Participant.

1.02.  Applicable  Percentage means the same percentage,  in multiples of 5%, by
which the  Performance  Share Value during a Valuation  Period  exceeds the Fair
Market Value of SNC Common Stock on the date that a Performance  Share award was
granted. The Applicable Percentage cannot be less than zero but can exceed 100%.

1.03. Board means the Board of Directors of SNC.

1.04.    Code means the Internal Revenue Code of 1986, as amended.

1.05.  Committee  means the  Compensation  Committee  of the Board  appointed to
administer  the Plan.

1.06. Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to SNC, unexercised, of
that portion of the Option to which the SAR relates.

1.07.  Date of Exercise  means (i) with respect to an Option,  the date that the
Option  price is received by SNC and (ii) with  respect to an SAR, the date that
the notice of exercise is received by SNC.

1.08.  Fair Market  Value  means,  on any given date,  the closing  price of SNC
Common Stock as reported on the New York Stock Exchange. If SNC Common Stock was
not traded on the New York Stock  Exchange on such date,  then Fair Market Value
is determined with reference to the next preceding day that SNC Common Stock was
so traded.


                                      -2-
<PAGE>

1.09.  Initial Value means, with respect to an SAR, the Fair Market Value of one
share of SNC Common Stock on the date of grant, as set forth in an Agreement.

1.10.  Legal  Disability  means that a Participant  is  permanently  and totally
disabled within the meaning of Code section 22(e)(3).

1.11.  Option means a stock option that entitles the holder to purchase from SNC
a stated  number  of  shares  of SNC  Common  Stock at the price set forth in an
Agreement.

1.12.  Participant  means an employee of SNC or of a  Subsidiary,  including  an
employee  who is a member of the Board,  or a  non-employee  who  satisfies  the
requirements  of  Article  IV and is  selected  by the  Committee  to  receive a
Restricted  Stock,  Performance  Share or Performance Unit award, an Option,  an
SAR, or a  combination  thereof.

1.12a.  Payout  Ratio  means  with  respect  to a  Performance  Unit  the  ratio
determined by dividing the Performance Measure by the Performance Target.

1. 13.  Performance  Share  means an  award,  in the  amount  determined  by the
Committee and specified in an  Agreement,  stated with  reference to a specified
number of shares of SNC Common Stock, that entitles the holder to receive shares
of SNC Common Stock,  a cash payment,  or a combination  of SNC Common Stock and
cash, in accordance  with the  provisions  of Article X. The  Committee,  in its
discretion,  will  determine  whether a  Performance  Share will be settled with
shares of SNC Common Stock,  cash or a combination of SNC Common Stock and cash.

1.14.  Performance  Share Value means the lowest Fair Market Value of SNC Common
Stock during a Valuation  Period.


                                      -3-
<PAGE>

1.14a. Performance Measure means the dollar amount of compensation as determined
by the Committee  which is credited to a  Participant  pursuant to a Performance
Unit  award  based on the  extent to which a  profitability  target is  achieved
during the Valuation Period.  The profitability  target may be based on earnings
per  share,  return on equity or any other  financial  measure  selected  by the
Committee.  The  Performance  Measure may be expressed  as a  percentage  of the
Participant's  base salary and may be more or less than the  Performance  Target
according to the extent to which the profitability target is achieved during the
Valuation Period.

1.14b.  Performance Target means the dollar amount of compensation as determined
by the Committee which is established by the Committee as a target to be paid to
a Participant  pursuant to a Performance Unit award if the profitability  target
established  by the  Committee  is achieved  during the  Valuation  Period.  The
Performance  Target may be expressed as a percentage of the  Participant's  base
salary.

1.14c. Performance Unit means an award, in an amount determined by the Committee
and specified in an Agreement, that entitles the holder to receive Shares of SNC
Common Stock,  a cash payment or a combination  of SNC Common Stock and cash, in
accordance with Article X(A). The Committee,  in its discretion,  will determine
whether a Performance Unit will be settled with shares of SNC Common Stock, cash
or a combination of SNC Common Stock and cash.

1.15. Plan means the Southern National  Corporation 1995 Omnibus Stock Incentive
Plan, as it may be hereafter amended or restated.

1.16. Restricted Stock means shares of SNC Common Stock awarded to a Participant
under Article IX. Shares of SNC Common Stock shall cease to be Restricted  Stock
when,  in accordance  with the terms of the  applicable  Agreement,  they become
transferable and free of substantial risks of forfeiture.


                                      -4-
<PAGE>

1.17. Retirement means that a Participant has separated from service on or after
his earliest early retirement date established under a tax-qualified  pension or
profit sharing plan maintained by SNC or a Subsidiary in which he participates.

1.18. SAR means a stock  appreciation right that entitles the holder to receive,
with  respect to each share of SNC Common Stock  encompassed  by the exercise of
such SAR, the amount  determined by the Committee and specified in an Agreement.
In the absence of such a determination, the holder shall be entitled to receive,
with  respect to each share of SNC Common Stock  encompassed  by the exercise of
such SAR, the excess of the Fair Market  Value on the Date of Exercise  over the
Initial  Value.  References to "SARs" include both  Corresponding  SARs and SARs
granted independently of Options, unless the context requires otherwise.

1.19.    SNC means Southern National Corporation.

1.20.    SNC Common Stock means the common stock, $5.00 par value, of SNC.

1.21.  Subsidiary means any "subsidiary  corporation" as such term is defined in
Code section 424. 1.22. Valuation Period means the period beginning on January 1
of the year in which a  Performance  Share  award is  granted  and ending on the
following  December  31. There shall be five  Valuation  Periods with respect to
each Performance  Share award.  With respect to Performance  Unit awards,  there
shall be such number of Valuation  Periods as are determined by the Committee at
the time of grant of such  award,  but in no event  less  than  three  Valuation
Periods.


                                   ARTICLE II

                                    PURPOSES

             The Plan is  intended  to assist SNC in  recruiting  and  retaining
employees  with ability and  initiative by enabling  employees to participate in


                                      -5-
<PAGE>

its future  success and to associate  their  interests with those of SNC and its
shareholders.  The Plan is intended to permit the award of shares of  Restricted
Stock,  the award of Performance  Shares,  the award of Performance  Units,  the
grant of SARs, and the grant of both Options  qualifying  under Code section 422
("incentive  stock  options") and Options not so  qualifying.  No Option that is
intended to be an incentive stock option shall be invalid for failure to qualify
as an incentive stock option.  The proceeds received by SNC from the sale of SNC
Common Stock pursuant to this Plan shall be used for general corporate purposes.


                                   ARTICLE III

                                 ADMINISTRATION

             Except  as  provided  in  this  Article  III,  the  Plan  shall  be
administered  by the  Committee.  The  Committee  shall have  authority to award
Restricted Stock,  Performance Shares and Performance Units and to grant Options
and SARs upon such terms (not  inconsistent with the provisions of this Plan) as
the Committee may consider  appropriate.  Such terms may include  conditions (in
addition to those  contained in this Plan) on the  exercisability  of all or any
part  of an  Option  or SAR  or on  the  transferability  or  forfeitability  of
Restricted Stock.  Notwithstanding any such condition, the Committee may, in its
discretion,  accelerate  the time at which any Option or SAR may be exercised or
the time at which Restricted Stock may become transferable or nonforfeitable. In
addition,   the  Committee  shall  have  complete  authority  to  interpret  all
provisions of this Plan; to prescribe the form of Agreements;  to adopt,  amend,
and rescind rules and regulations  pertaining to the administration of the Plan;
and  to  make  all  other   determinations   necessary  or  advisable   for  the
administration of this Plan. The express grant in the Plan of any specific power



                                      -6-
<PAGE>

to the  Committee  shall not be  construed as limiting any power or authority of
the  Committee.  Any decision  made,  or action  taken,  by the  Committee or in
connection with the  administration  of this Plan shall be final and conclusive.
No member of the  Committee  shall be liable for any act done in good faith with
respect to this Plan or any Agreement,  or Option,  SAR, Restricted Stock award,
Performance Share award or Performance Unit award. All expenses of administering
this Plan shall be borne by SNC.

             The  Committee,  in its  discretion,  may  delegate  to one or more
officers  of SNC,  all or part of the  Committee's  authority  and  duties  with
respect  to  Participants  who  are  not  subject  to the  reporting  and  other
provisions  of Section 16 of the  Securities  Exchange Act of 1934, as in effect
from  time  to  time.  In the  event  of  such  delegation,  and  as to  matters
encompassed by the delegation,  references in the Plan to the Committee shall be
interpreted  as a  reference  to the  Committee's  delegate  or  delegates.  The
Committee  may  revoke or amend the terms of a  delegation  at any time but such
action shall not  invalidate  any prior actions of the  Committee's  delegate or
delegates that were consistent with the terms of the Plan.


                                   ARTICLE IV

                                   ELIGIBILITY



4.01.  General.  Any  employee  of  SNC  or of  any  Subsidiary  (including  any
corporation  that  becomes a  Subsidiary  after the  adoption  of this  Plan) is
eligible to participate in this Plan if the Committee,  in its sole  discretion,
determines  that such person has contributed or can be expected to contribute to
the profits or growth of SNC or a  Subsidiary.  Any such employee may receive an
award of Restricted  Stock,  Performance  Shares or Performance  Units or may be
granted one or more Options, SARs, or Options and SARs. A Director of SNC who is
an employee of SNC or a  Subsidiary  may receive an award of  Restricted  Stock,
Performance  Shares and  Performance  Units and may be  granted  Options or SARs
under  this  Plan.  Further,  the  Committee  may from  time to time in its sole
discretion make awards of Restricted Stock,  Performance  Shares and Performance



                                      -7-
<PAGE>

Units and may grant  Options or SARs to  non-employees  or non-key  employees in
conjunction with mergers and acquisition transactions. A member of the Committee
may not  participate in this Plan during the time that his  participation  would
prevent the Committee from being  "disinterested" for purposes of Securities and
Exchange Commission Rule 16b-3 as in effect from time to time.

4.02. Grants. The Committee will designate individuals to whom Restricted Stock,
Performance  Shares and Performance  Units are to be awarded and to whom Options
and SARs are to be granted  and will  specify the number of shares of SNC Common
Stock subject to each award or grant. An Option may be granted with or without a
related  SAR.  An SAR may be  granted  with or  without  a related  Option.  All
Restricted Stock,  Performance Share and Performance Unit awards, and all Option
and SAR grants,  under this Plan shall be evidenced by Agreements which shall be
subject to the applicable  provisions of this Plan and to such other  provisions
as the  Committee  may adopt.  Incentive  stock  options may be granted  only to
individuals  who are employees of SNC or a Subsidiary or are otherwise  eligible
to receive such awards under Section 422 of the Code,  as such  provision may be
hereafter  amended.  No Participant  may be granted  incentive  stock options or
related  SARs  (under  all   incentive   stock  option  plans  of  SNC  and  its
Subsidiaries)  which are first exercisable in any calendar year for stock having
an aggregate Fair Market Value  (determined as of the date an option is granted)
exceeding $100,000.  No Participant may be granted Options and SARs that are not
related to an Option in any  calendar  year for more than  30,000  shares of SNC
Common Stock.  In addition,  in any calendar  year, no  Participant  may receive
shares of SNC Common  Stock  pursuant  to the grant of any awards made under the
Plan for more than a total of 100,000 shares of SNC Common Stock.  (For purposes
of the  preceding  two sentences an Option and related SAR shall be treated as a
single award.) In addition,  in any calendar  year, no  Participant  may receive
awards under the Plan payable in cash having an aggregate dollar value in excess
of $300,000.


                                      -8-
<PAGE>


                                    ARTICLE V

                              STOCK SUBJECT TO PLAN

5.01. Source of Shares.  Upon the award of shares of Restricted Stock and when a
Performance  Share or Performance  Unit is earned,  SNC may issue authorized but
unissued  SNC  Common  Stock.  Upon the  exercise  of an Option or SAR,  SNC may
deliver to the  Participant (or the  Participant's  broker if the Participant so
directs), authorized but unissued SNC Common Stock.

5.02.  Maximum Number of Shares.  The maximum  aggregate number of shares of SNC
Common Stock that may be issued pursuant to the exercise of Options and SARs and
the award of  Restricted  Stock and the  settlement  of  Performance  Shares and
Performance  Units  under this Plan is six  million,  subject to  increases  and
adjustments as provided in this Article V and Article XI.

5.03. Replenishment.  The maximum number of shares authorized for issuance under
this Plan under  Section 5.02 shall be increased  each  calendar year by 3% (the
Replenishment  Percentage)  of the amount,  if any, by which the total number of
shares of SNC Common Stock  outstanding as of the last day of such calendar year
exceeds the total  number of shares of SNC Common  Stock  outstanding  as of the
first day of such calendar year. Provided,  however, that: (i) in no event shall
the total number of shares authorized for issuance under this Plan exceed 10% of
authorized and outstanding SNC Common Stock as of the time of any  replenishment
adjustment  and (ii) for calendar year 1995,  the first day of the calendar year
shall be deemed to be May 23, 1995 (the date of SNC's 1995 annual  shareholders'
meeting).  The  issuance  of shares of SNC Common  Stock under this Plan and the
application  of Article XI shall be  disregarded  for  purposes of applying  the
preceding sentence.


                                      -9-
<PAGE>

5.04.  Incentive  Stock  Options.   Sections  5.02  and  5.03  to  the  contrary
notwithstanding, the maximum aggregate number of shares of SNC Common Stock that
may be issued  pursuant to the  exercise  of Options  that are  incentive  stock
options  granted  under  this Plan is six  million,  subject  to  adjustment  as
provided  in  Article  XI.

5.05. Forfeitures,  etc. If an Option or SAR is terminated, in whole or in part,
for any reason other than its exercise, the number of shares of SNC Common Stock
allocated to the Option or SAR or portion  thereof may be  reallocated  to other
Options, SARs, Restricted Stock awards, Performance Share awards and Performance
Unit awards to be granted under this Plan.  Any shares of Restricted  Stock that
are forfeited may be  reallocated  to other  Options,  SARs or Restricted  Stock
awards to be granted under this Plan.


                                   ARTICLE VI

                                  OPTION PRICE

             The price per share for SNC Common Stock  purchased on the exercise
of an  Option  shall  be  determined  by the  Committee  on the  date of  grant;
provided,  however,  that the price per share for SNC Common Stock  purchased on
the  exercise  of  any  non-incentive  stock  option  shall  not  be  less  than
eighty-five  percent  (85%) of the Fair  Market  Value on the date the Option is
granted.  The price per share for SNC Common Stock  purchased on the exercise of
any incentive stock option shall not be less than one-hundred  percent (100%) of
the Fair Market Value on the date the Option is granted.



                                      -10-
<PAGE>

                                   ARTICLE VII

                               EXERCISE OF OPTIONS



7.01. Maximum Option or SAR Period. The maximum period in which an Option or SAR
may be  exercised  shall be  determined  by the  Committee  on the date of grant
except that no Option that is an incentive  stock  option and any  Corresponding
SAR that relates to such Option shall be exercisable after the expiration of ten
years  from the date the Option or SAR was  granted.  The terms of any Option or
SAR may  provide  that it is  exercisable  for a period  less than such  maximum
period.

1.  7.0Nontransferability.  Any Option or SAR  granted  under this Plan shall be
nontransferable  except by will or by the laws of descent and distribution,  or,
in the  Committee's  sole  discretion,  pursuant  to a  beneficiary  designation
acceptable to the Committee.  In the event of any such transfer,  the Option and
any  Corresponding  SAR that relates to such Option must be  transferred  to the
same  person  or  persons  or entity  or  entities.  During  the  lifetime  of a
Participant  to whom an  Option  or SAR is  granted,  the  Option  or SAR may be
exercised only by the Participant.  No right or interest of a Participant in any
Option or SAR shall be liable  for,  or  subject  to, any lien,  obligation,  or
liability of such Participant.


                                  ARTICLE VIII

                               METHOD OF EXERCISE


8.01. Exercise. An Option or SAR granted under this Plan shall be deemed to have
been  exercised on the Date of Exercise.  Subject to the  provisions of Articles
VII and XII, an Option or SAR may be  exercised  in whole at any time or in part
from  time to time,  and an  Option  or SAR  shall  vest,  at such  times and in


                                      -11-
<PAGE>

compliance with such  requirements as the Committee shall  determine;  provided,
however,  that a Corresponding  SAR that is related to an incentive stock option
may be exercised only to the extent that the related  Option is exercisable  and
only when the Fair Market Value exceeds the option price of the related  Option.
An Option or SAR granted  under this Plan may be  exercised  with respect to any
number of whole  shares less than the full number of whole  shares for which the
Option or SAR could be exercised.  A partial  exercise of an Option or SAR shall
not  affect  the  right to  exercise  the  Option  or SAR  from  time to time in
accordance with this Plan and the applicable Agreement with respect to remaining
shares  subject to the Option or related to the SAR.  The  exercise of either an
Option or Corresponding  SAR shall result in the termination of the other to the
extent of the number of shares with respect to which the Option or Corresponding
SAR is exercised.

8.02. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in cash or a cash equivalent acceptable to the Committee. If
the Agreement  provides,  payment of all or part of the Option price may be made
by  surrendering  shares of SNC Common Stock to SNC. If SNC Common Stock is used
to pay all or part of the Option price, the shares  surrendered must have a Fair
Market Value  (determined  as of the day preceding the Date of Exercise) that is
not less than such price or part thereof.

8.03.  Determination of Payment of Cash and/or SNC Common Stock Upon Exercise of
SAR.  At the  Committee's  discretion,  the  amount  payable  as a result of the
exercise of an SAR may be settled in cash, SNC Common Stock, or a combination of
cash and SNC Common Stock. A fractional  share shall not be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof.

8.04.  Shareholder Rights. No Participant shall have any rights as a stockholder
with respect to shares subject to an Option or SAR until the Date of Exercise of
such Option or SAR.


                                      -12-
<PAGE>

                                   ARTICLE IX

                                RESTRICTED STOCK



9.01. Award. In accordance with the provisions of Article IV, the Committee will
designate each individual to whom an award of Restricted Stock is to be made and
will specify the number of shares of SNC Common Stock covered by the award.

9.02.  Vesting.  The Committee,  on the date of the award,  may prescribe that a
Participant's  rights in the Restricted  Stock shall be forfeitable or otherwise
restricted  for a period of time set forth in the  Agreement.  By way of example
and not of limitation,  the  restrictions  may postpone  transferability  of the
shares or may  provide  that the shares  will be  forfeited  if the  Participant
separates from the service of SNC and its Subsidiaries  before the expiration of
a stated term or if SNC, SNC and its  Subsidiaries  or the  Participant  fail to
achieve stated objectives.

9.03. Shareholder Rights. Prior to their forfeiture in accordance with the terms
of the Agreement and while the shares are Restricted  Stock, a Participant  will
have all rights of a shareholder with respect to Restricted Stock, including the
right to receive dividends and vote the shares;  provided,  however,  that (i) a
Participant may not sell, transfer, pledge, exchange,  hypothecate, or otherwise
dispose  of  Restricted  Stock  except  by  will  or the  laws  of  descent  and
distribution or, in the Committee's  sole discretion,  pursuant to a beneficiary
designation  acceptable to the  Committee,  (ii) SNC shall retain custody of the
certificates  evidencing  shares of Restricted  Stock, and (iii) the Participant
will deliver to SNC a stock power, endorsed in blank, with respect to each award
of Restricted  Stock. The limitations set forth in the preceding  sentence shall
not apply after the shares cease to be Restricted Stock.



                                      -13-
<PAGE>

                                    ARTICLE X

                            PERFORMANCE SHARE AWARDS


10.01.  Award.  In accordance  with the  provisions of Article IV, the Committee
will  designate  individuals  to whom an award of  Performance  Shares  is to be
granted and will specify the number of shares of SNC Common Stock covered by the
award.  The number of shares of SNC Common Stock covered by a Performance  Share
award is merely a target;  the number of shares of SNC Common  Stock  earned and
issued under a Performance Share award may be more or less than the target based
on the Applicable Percentage.

10.02.  Earning the Award. A Performance Share award will be earned based on the
Performance  Share Value during each of the five Valuation Periods following the
date of  award.  The  number  of  shares  of SNC  Common  Stock  earned  under a
Performance Share award as of the end of a Valuation Period will be equal to the
product of (i) the number of shares covered by the  Performance  Share award and
(ii) the Applicable  Percentage;  provided,  however, that such product shall be
reduced by the number of shares of SNC Common  Stock earned or, in the case of a
cash  payment,  the  number of shares  represented  by the  payment,  in a prior
Valuation Period with respect to the same Performance Share Award.

10.03.   Employment.   Section   10.02  to  the  contrary   notwithstanding,   a
Participant's  right  to earn  additional  shares  of SNC  Common  Stock or cash
payments under  Performance  Share awards shall  terminate if the  Participant's
employment  with SNC and its  Subsidiaries  ends for  reasons  other than death,
Legal  Disability  or  Retirement.  The  preceding  sentence  shall not affect a
Participant's  right to receive shares of SNC Common Stock or cash payments that
were  earned  in  a  Valuation  Period  that  ended  before  the   Participant's
termination  of  employment.  If a  Participant's  employment  with  SNC and its



                                      -14-
<PAGE>

Subsidiaries  ends on account of death,  Legal  Disability  or  Retirement,  the
Participant (or the Participant's  estate or designated  beneficiary in the case
of his death)  shall be entitled to receive  shares of SNC Common  Stock or cash
payment to the extent that  Performance  Shares are earned in Valuation  Periods
preceding the  Participant's  termination  of employment  and the next following
Valuation Period.

10.04.  Issuance  of Shares.  To the extent  that a  Performance  Share award is
settled  with SNC  Common  Stock,  the  shares  of SNC  Common  Stock  earned in
accordance  with  Section  10.02 shall be issued to the  Participant  as soon as
practicable after the end of the Valuation Period;  provided,  however,  that no
shares shall be issued  unless the  Committee  certifies the number of shares of
SNC Common Stock  earned by the  Participant  during that  Valuation  Period.  A
fractional  share shall not be issuable under this Article X but instead will be
settled in cash.

10.05.  Settlement  in Cash.  To the extent  that a  Performance  Share award is
settled in cash, the payment will be made in a single sum as soon as practicable
after the end of the Valuation Period; provided,  however, that no payment shall
be made unless the  Committee  certifies  the amount  earned by the  Participant
during that Valuation  Period.  To the extent that a Performance  Share award is
settled in cash,  the amount of cash payable  under a award shall equal the Fair
Market Value number of shares of SNC Common  Stock earned  during the  Valuation
Period on the date  that the  Committee  certifies  the  Participant's  right to
receive the payment.

10.06.  Shareholder  Rights.  No Participant  shall, as a result of receiving an
award of Performance  Shares,  have any rights as a shareholder until and to the
extent that the award of  Performance  Shares is earned and SNC Common  Stock is
issued  to the  Participant.  A  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate, or otherwise dispose of a Performance Share award or the
right to receive  payment  thereunder  other than by will or the laws of descent
and  distribution,  or  in  the  Committee's  sole  discretion,  pursuant  to  a
beneficiary designation acceptable to the Committee.



                                      -15-
<PAGE>

                                  ARTICLE X(A)

                             PERFORMANCE UNIT AWARDS

10(A).01.  Award. In accordance with the provisions of Article IV, the Committee
will  designate  individuals  to whom an  award  of  Performance  Units is to be
granted.  At  the  date  of  grant,  the  Committee  shall  establish  for  each
Performance  Unit award:  (i) the  Performance  Measure and (ii) the Performance
Target to be paid to the  Participant if the  Performance  Measure is met during
the applicable Valuation Periods. The number of Performance Units granted to the
Participant will equal the Performance Target of the Participant  divided by the
Fair Market Value of a share of SNC Common Stock on the date of grant.

10(A).02.  Earning the Award.  A Performance  Unit award will be earned based on
the  value  of each  Performance  Unit at the end of that  number  of  Valuation
Periods  following  the date of  award as  determined  to be  applicable  by the
Committee, which number shall not be less than three. As soon as practical after
the expiration of the Valuation  Period as the audited  financial  statements of
the Corporation for the preceding  calendar year are available to the Committee,
the Committee will determine the value for each Performance Unit. The value of a
Performance  Unit will equal the Payout Ratio times the Fair Market Value of the
SNC  Common  Stock on the date of grant of the  Performance  Unit (or such other
nominal value as may be set by the  Committee).

10(A).03.  Employment.  Section  10(A).02  to the  contrary  notwithstanding,  a
Participant's  right to earn shares of SNC Common Stock or cash  payments  under
Performance Unit awards shall terminate if the Participant's employment with SNC


                                      -16-
<PAGE>

and its  Subsidiaries  ends for reasons  other than death,  Legal  Disability or
Retirement.  The preceding  sentence shall not affect a  Participant's  right to
receive  shares of SNC  Common  Stock or cash  payments  that  were  earned in a
Valuation Period that ended before the Participant's  termination of employment.
If a Participant's  employment with SNC and its Subsidiaries  ends on account of
death,  Legal  Disability or Retirement,  the Participant (or the  Participant's
estate  or  designated  beneficiary  in the case of his  death),  shall,  in the
Committee's  discretion,  be entitled to receive  shares of SNC Common  Stock or
cash payment on a prorated basis to the extent that Performance Units are earned
in Valuation Periods  preceding the Participant's  termination of employment and
the  next  following   Valuation  Period.  In  such  event;  the  percentage  of
Performance  Units to be paid shall equal (i) the number of full calendar months
between  the  date of  grant  of the  award  and  the  date  of  termination  of
employment, divided by (ii) the total number of months in the Valuation Period.

10(A).04  Issuance  of Shares.  To the extent that a  Performance  Unit award is
settled  with SNC Common  Stock,  the shares of SNC Common  Stock having a value
equal to the Performance  Units earned in accordance with Section 10(A).02 shall
be  issued  to the  Participant  as soon  as  practicable  after  the end of the
Valuation Period;  provided,  however, that no shares shall be issued unless the
Committee  certifies  the  number of shares of SNC  Common  Stock  earned by the
Participant  during  that  Valuation  Period.  A  fractional  share shall not be
issuable under this Article X(A) but instead will be settled in cash.

10(A).05  Settlement  in Cash.  To the extent that a  Performance  Unit award is
settled in cash, the payment will be made in a single sum as soon as practicable
after the end of the Valuation Period; provided,  however, that no payment shall
be made unless the  Committee  certifies  the amount  earned by the  Participant
during that  Valuation  Period.  To the extent that a Performance  Unit award is
settled in cash, the amount of cash payable under a Performance Unit award shall
equal the value of the Performance Units earned during the Valuation Period. The
Committee shall certify the Participant's right to receive the payment.


                                      -17-
<PAGE>


10(A).06  Shareholder  Rights. No Participant shall, as a result of receiving an
award of Performance  Units,  have any rights as a shareholder  until and to the
extent  that the award of  Performance  Units is earned and SNC Common  Stock is
issued  to the  Participant.  A  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate,  or otherwise dispose of a Performance Unit award or the
right to receive  payment  thereunder  other than by will or the laws of descent
and  distribution,  or,  in  the  Committee's  sole  discretion,  pursuant  to a
beneficiary designation acceptable to the Committee.

                                   ARTICLE XI

                   ADJUSTMENT UPON CHANGE IN SNC COMMON STOCK

             The  maximum  number of shares  that may be issued  pursuant to the
exercise  of  Options  and  SARs  and the  award  of  Restricted  Stock  and the
settlement of Performance  Shares and Performance  Units under this Plan and the
Replenishment Percentage in Section 5.03 shall be proportionately  adjusted, and
the terms of  outstanding  Restricted  Stock awards,  Performance  Share awards,
Performance  Unit awards,  Options and SARs shall be adjusted,  as the Committee
shall  determine to be equitably  required in the event that (a) SNC (i) effects
one or more stock dividends, stock split-ups,  subdivisions or consolidations of
shares or (ii) engages in a transaction to which Code section 424 applies or (b)
there  occurs  any  other  event  which,   in  the  judgment  of  the  Committee
necessitates such action.  Any  determination  made under this Article XI by the
Committee shall be final and conclusive.


                                      -18-
<PAGE>

             The issuance by SNC of shares of stock of any class,  or securities
convertible  into  shares of stock of any class,  for cash or  property,  or for
labor or  services,  either upon  direct sale or upon the  exercise of rights or
warrants to subscribe  therefor,  or upon conversion of shares or obligations of
SNC convertible into such shares or other securities,  shall not affect,  and no
adjustment by reason thereof shall be made with respect to,  outstanding  awards
of Restricted Stock, Performance Shares, Performance Units, Options or SARs.

             The  Committee  may make awards of  Restricted  Stock,  Performance
Shares and Performance  Units and may grant Options and SARs in substitution for
stock awards,  stock options,  stock appreciation rights, or similar awards held
by an  individual  who becomes an employee of SNC or a Subsidiary  in connection
with a  transaction  described  in the  first  paragraph  of  this  Article  XI.
Notwithstanding  any provision of the Plan (other than the limitation of Article
V),  the  terms of such  substituted  Restricted  Stock,  Performance  Share and
Performance  Unit awards and Option or SAR grants shall be as the Committee,  in
its discretion, determines is appropriate.


                                   ARTICLE XII

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

             No Option or SAR shall be exercisable, no SNC Common Stock shall be
issued,  no certificates for shares of SNC Common Stock shall be delivered,  and
no  payment  shall  be made  under  this  Plan  except  in  compliance  with all
applicable   federal  and  state  laws  and  regulations   (including,   without
limitation,  withholding tax  requirements)  and the rules of all domestic stock
exchanges on which SNC's shares may be listed.  SNC shall have the right to rely
on an opinion of its counsel as to such compliance. Any share certificate issued


                                      -19-
<PAGE>

to evidence SNC Common Stock for which shares of  Restricted  Stock are awarded,
Performance  Shares or  Performance  Units were earned or for which an Option or
SAR is exercised may bear such legends and  statements as the Committee may deem
advisable to assure  compliance with federal and state laws and regulations.  No
Option or SAR shall be  exercisable,  no SNC Common  Stock  shall be issued,  no
certificate  for shares shall be  delivered,  and no payment shall be made under
this Plan until SNC has obtained  such consent or approval as the  Committee may
deem advisable from regulatory bodies having jurisdiction over such matters.


                                  ARTICLE XIII

                               GENERAL PROVISIONS

13.01.  Effect on Employment.  Neither the adoption of this Plan, its operation,
nor any  documents  describing  or referring to this Plan (or any part  thereof)
shall  confer upon any  employee any right to continue in the employ of SNC or a
Subsidiary  or in any way affect any right and power of SNC or a  Subsidiary  to
terminate the employment of any employee at any time with or without assigning a
reason  therefor.

13.02.  Unfunded  Plan.  The Plan,  insofar as it provides for grants,  shall be
unfunded,  and SNC shall not be required to segregate any assets that may at any
time be  represented  by grants  under this Plan.  Any  liability  of SNC to any
person with  respect to any grant under this Plan shall be based solely upon any
contractual  obligations  that may be created  pursuant  to this  Plan.  No such
obligation  of SNC shall be  deemed to be  secured  by any  pledge  of, or other
encumbrance on, any property of SNC.

13.03. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference.  The reference to any
statute,  regulation,  or other  provision of law shall be construed to refer to
any amendment to or successor of such provision of law.


                                      -20-
<PAGE>


13.04.  Employee Status.  For purposes of determining the  applicability of Code
section 422  (relating to  incentive  stock  options),  or in the event that the
terms of any Option or SAR provide  that it may be  exercised  or that awards of
Restricted Stock,  Performance  Shares or Performance Units may become vested or
earned  only  during  employment  or within a  specified  period  of time  after
termination  of  employment,  the  Committee may decide to what extent leaves of
absence for governmental or military service, illness,  temporary disability, or
other reasons shall not be deemed interruptions of continuous employment.


                                   ARTICLE XIV

                                    AMENDMENT

             The  Board  may  amend or  terminate  this  Plan from time to time;
provided,  however,  that no amendment may become  effective  until  shareholder
approval is obtained if (i) the  amendment  increases  the  aggregate  number of
shares  of SNC  Common  Stock  that  may be  issued  under  the Plan or (ii) the
amendment changes the class of individuals eligible to become  Participants.  No
amendment shall, without a Participant's consent, adversely affect any rights of
such Participant under any outstanding  Restricted  Stock,  Performance Share or
Performance  Unit award or under any Option or SAR  outstanding at the time such
amendment is made.



                                      -21-
<PAGE>



                                   ARTICLE XV

                                DURATION OF PLAN

             No awards of Restricted Stock,  Performance  Shares and Performance
Units and no grants of Options  and SARs may be made under this Plan after April
9, 2005.  Restricted  Stock,  Performance  Share and Performance Unit awards and
Options and SARs granted before that date shall remain valid in accordance  with
their terms.


                                   ARTICLE XVI

                             EFFECTIVE DATE OF PLAN

             Awards of  Restricted  Stock,  Performance  Shares and  Performance
Units may be made and Options  and SARs may be granted  under this Plan upon its
adoption by the Board,  provided that no Restricted Stock,  Performance Share or
Performance  Unit  award,  Option or SAR will be  effective  unless this Plan is
approved by shareholders  holding a majority of SNC's outstanding  voting stock,
voting either in person or by proxy at a duly held shareholders'  meeting within
twelve months of such adoption.

<PAGE>



                        1999 DECLARATION OF AMENDMENT TO
                                BB&T CORPORATION
                        1995 OMNIBUS STOCK INCENTIVE PLAN


         THIS DECLARATION OF AMENDMENT is made this 27th day of April,  1999, by
BB&T CORPORATION (the  "Corporation") to the BB&T Corporation 1995 Omnibus Stock
Incentive Plan (the "Plan").


                                R E C I T A L S:
                                 - - - - - - - -

         It is  deemed  advisable  to amend  the Plan in  order  to  permit  the
transfer of  nonqualified  stock  options  granted  under the Plan to the extent
deemed  advisable  by the  committee  authorized  to  administer  the Plan  (the
"Committee")  and  in  a  manner  otherwise   consistent  with  certain  federal
securities laws, and to make certain related revisions to the Plan.

         NOW,  THEREFORE,  IT IS DECLARED that,  effective as of April 27, 1999,
the Plan shall be amended by deleting  Section  7.02 of the Plan in its entirety
and inserting the following in lieu thereof:

                  "Nontransferability.  Incentive  stock  options and SARs shall
                  not be transferable  except by will or the laws of descent and
                  distribution.  In  the  event  of  any  such  transfer  of  an
                  incentive stock option,  the Option and any  corresponding SAR
                  that  relates to such Option must be  transferred  to the same
                  person or persons or entity or entities.  Non-incentive  stock
                  options  shall not be  transferable  other than by will or the
                  laws of descent and  distribution,  except as may be permitted
                  by the Committee in its sole discretion in a manner consistent
                  with the  registration  provisions  of the  Securities  Act of
                  1933, as amended.  Except as may be permitted by the preceding
                  sentence with respect to the transfer of  non-incentive  stock
                  options,  (i) during the lifetime of a Participant  to whom an
                  Option or SAR is granted,  the Option or SAR may be  exercised
                  only by the  Participant;  and (ii) no right or  interest of a
                  Participant  in any  Option  or SAR shall be  liable  for,  or
                  subject  to,  any  lien,  obligation,  or  liability  of  such
                  Participant.  Notwithstanding the foregoing,  on a beneficiary
                  designation form provided by the Committee,  a Participant may
                  designate a beneficiary  to exercise any Option or SAR granted
                  to him under the Plan upon his  death.  The  designation  of a
                  beneficiary in accordance with  procedures  established by the
                  Committee shall not constitute a transfer."


<PAGE>



         IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.


                                                     BB&T CORPORATION


                                                     By:      /s/ Kelly S. King

                                                              President

ATTEST:


/s/ Jerone C. Herring
Secretary

[Corporate Seal]

<PAGE>


                        2000 DECLARATION OF AMENDMENT TO
                                BB&T CORPORATION
                         1995 OMNIBUS STOCK OPTION PLAN


         THIS  DECLARATION  OF AMENDMENT is made  effective as of the 1st day of
January,  2000, by BB&T CORPORATION (the  "Corporation") to the BB&T Corporation
1995 Omnibus Stock Incentive Plan, as amended and restated (the "Plan").


                                    RECITALS:

         It is  deemed  advisable  to amend  the Plan in order to  increase  the
maximum  amount of awards that can be received by a  participant  under the Plan
and to increase the aggregate  number of shares of BB&T common stock that may be
issued pursuant to awards under the Plan.

         NOW, THEREFORE,  IT IS DECLARED,  that, effective as of the 22nd day of
February, 2000, the Plan shall be amended as follows:

1.       By deleting Section 4.02  of the Plan in its entirety and inserting the
         following in lieu thereof:

                  "4.02.  Grants.  The Committee will  designate  individuals to
                  whom  Restricted  Stock,  Performance  Shares and  Performance
                  Units are to be awarded and to whom Options and SARs are to be
                  granted  and will  specify the number of shares of BB&T Common
                  Stock subject to each award or grant. An Option may be granted
                  with or without a related  SAR. An SAR may be granted  with or
                  without a related Option.  All Restricted  Stock,  Performance
                  Share and  Performance  Unit  awards,  and all  Option and SAR
                  grants, under this Plan shall be evidenced by Agreements which
                  shall be subject to the applicable provisions of this Plan and
                  to such other provisions as the Committee may adopt. Incentive
                  stock  options  may be  granted  only to  individuals  who are
                  employees of BB&T or a Subsidiary or are otherwise eligible to
                  receive  such awards  under  Section 422 of the Code,  as such
                  provision  may be hereafter  amended.  No  Participant  may be
                  granted  incentive  stock  options or related  SARs (under all
                  incentive  stock  option  plans of BB&T and its  Subsidiaries)
                  which are first  exercisable  in any  calendar  year for stock
                  having an aggregate  Fair Market Value  (determined  as of the
                  date an option is granted) exceeding $100,000.  No Participant
                  may be  granted  Options  and SARs that are not  related to an
                  Option in any calendar  year for more than  500,000  shares of
                  BB&T Common  Stock.  In  addition,  in any calendar  year,  no
                  Participant  may receive  shares of BB&T Common Stock pursuant
                  to the grant of any awards made under the Plan for more than a
                  total of 500,000 shares of BB&T Common Stock. (For purposes of
                  the preceding two sentences an Option and related SAR shall be
                  treated as a single award.) In addition, in any calendar year,
                  no  Participant  may receive  awards under the Plan payable in
                  cash   having  an   aggregate   dollar   value  in  excess  of
                  $2,000,000."


<PAGE>

         2.   By deleting Section 5.02 of the Plan in its entirety and inserting
              the following in lieu thereof:

                  "5.02.  Maximum Number of Shares. The maximum aggregate number
                  of shares of BB&T Common Stock that may be issued  pursuant to
                  the  exercise of Options and SARs and the award of  Restricted
                  Stock  and  the  settlement  of  the  Performance  Shares  and
                  Performance  Units under this Plan is 29  million,  subject to
                  increases  and  adjustments  as provided in this Article V and
                  Article XI."

         3.   By deleting Section 5.04 of the Plan in its entirety and inserting
              the following in lieu thereof:

                  "5.04. Incentive Stock Options.  Sections 5.02 and 5.03 to the
                  contrary  notwithstanding,  the  maximum  aggregate  number of
                  shares of BB&T Common Stock that may be issued pursuant to the
                  exercise of Options that are incentive  stock options  granted
                  under  this  Plan is  29,000,000,  subject  to  adjustment  as
                  provided in Article XI."

         IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.

                                                   BB&T CORPORATION



                                                   By:      /s/ Kelly S. King
                                                            President
ATTEST:


/s/ Jerone C. Herring
Secretary

[Corporate Seal]


<PAGE>
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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": "333-36540", "film-number": "622132"}, "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
                        1995 OMNIBUS STOCK INCENTIVE PLAN
                            (As Amended and Restated)
                       ----------------------------------
                            (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 share (1)   price  (1)   fee     (1)
-----------        -----------         -------------   -----------  ------------

Common
Stock, par value
$5.00 per share    21,600,592 shares   $ 26.001       $561,636,993   $148,272.17
--------------------------------------------------------------------------------

(1)     Pursuant to Rule 457(c) and (h)(1),  based on  the  average ($26.001) of
        the  high  ($26.188)  and  low  ($25.813)  prices  of  the  Registrant's
        Common Stock on May 5, 2000, as reported on the New York Stock Exchange.

                                 --------------
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, 1999, as filed with the Commission on March 14, 2000;

                   (b) The Company's  Current Reports on Form 8-K filed with the
Commission on January 12, 2000,  February 7, 2000,  February 9, 2000,  April 11,
2000 and April 28, 2000, respectively;

                  (c) The description of the Company's  Common Stock,  par value
$5.00 per share,  contained in the Company's  Registration Statement on form 8-A
filed with the  Commission  on  September  4, 1991 with  respect to such  Common
Stock, including any amendment or report filed for the purposes of updating such
description;

                  (d) The Company's  Registration Statement on Form 8-A relating
to the Company's  shareholder  rights plan, filed with the Commission on January
10, 1997; and

                  (e)      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; and

                  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.

                  Pursuant to General Instruction E to Form S-8, the contents of
Registration  Statement  No.  33-03989,  relating  to the  offer and sale of the
Registrant's  Common  Stock  under  the  BB&T  Corporation  1995  Omnibus  Stock
Incentive Plan (formerly,  the Southern National  Corporation 1995 Omnibus Stock
Incentive Plan), are incorporated by reference in this Registration Statement on
Form S-8.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by Jerone C. Herring, Esquire, Executive Vice President and General Counsel
to the Company, who owns approximately 67,203 shares  of  Common Stock.

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,  except that 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 - 1
The registrant's bylaws provide for the indemnification of any
director  or  officer  of the  registrant  against  liabilities  and  litigation
expenses  arising out of his status as such,  excluding:  (i) any liabilities or
litigation  expenses relating to activities that were at the time taken known or
believed by such person to be clearly in conflict  with the best interest of the
registrant 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.

                  The  registrant's  articles of  incorporation  provide for the
elimination of the personal  liability of each director of the registrant to the
fullest extent permitted by law.

                  The registrant  maintains  directors' and officers'  liability
insurance that, in general, insures: (i) the registrant's directors and officers
against  loss by reason of any of their  wrongful  acts and (ii) the  registrant
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

    4.1     Amended and Restated  Articles of Incorporation  of the Company,  as
            amended,  which are incorporated by reference to Exhibit 3(a) to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1996, filed with the Commission on March 17, 1997.

    4.2     Articles  of  Amendment  to the  Articles  of  Incorporation  of the
            Company,  which are incorporated by reference to Exhibit 3(a)(ii) to
            the Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 18, 1998.

    4.3     Bylaws  of the  Company,  as  amended,  which  are  incorporated  by
            reference to Exhibit  3(b) to the  Company's  Annual  Report on Form
            10-K for the year ended December 31, 1997, filed with the Commission
            on March 18, 1998.

    4.4     Rights  Agreement  dated as of December 17, 1996 between the Company
            and  Branch  Banking  and  Trust  Company,  Rights  Agent,  which is
            incorporated  by reference to Exhibit A filed under Form 8-A,  filed
            with the Commission on January 10, 1997.

    5       Opinion of Jerone C. Herring, Esq.,  Executive  Vice  President  and
            General Counsel to the Company.

    23.1    Consent of  Jerone C. Herring, Esq.,  Executive  Vice  President and
            General Counsel to the Company, which is contained  in  his  opinion
            filed as Exhibit 5.

    23.2    Consent of Arthur Andersen LLP.

    24      Power of Attorney of Directors and Officers of the Company.

    99      BB&T  Corporation 1995 Omnibus Stock Incentive Plan (as  amended and
            restated).

                                     II - 2
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:

                  (i)     To include any prospectus required by Section 10(a)(3)
                          of the  Securities Act of 1933 (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 - 3
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, on this
8th day of May, 2000.

                                            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 on May 8, 2000.

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

                                     II - 4
/s/ James H. Maynard *                   /s/ Joseph A. McAleer *
--------------------------------------   -------------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
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 - 5
EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation

Exhibit No.                              Description

4.1       Amended and Restated  Articles of  Incorporation  of the  Company,  as
          amended,  which are  incorporated  by reference to Exhibit 3(a) to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1996, filed with the Commission on March 17, 1997.

4.2       Articles of Amendment to the Articles of Incorporation of the Company,
          which  are  incorporated  by  reference  to  Exhibit  3(a)(ii)  to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1997, filed with the Commission on March 18, 1998.

4.3       Bylaws of the Company, as amended, which are incorporated by reference
          to Exhibit 3(b) to the  Company's  Annual  Report on Form 10-K for the
          year ended  December 31, 1997,  filed with the Commission on March 18,
          1998.

4.4       Rights Agreement dated as of December 17, 1996 between the Company and
          Branch Banking and Trust Company,  Rights Agent, which is incorporated
          by  reference  to  Exhibit  A filed  under  Form 8-A,  filed  with the
          Commission on January 10, 1997.

5         Opinion of  Jerone  C. Herring, Esq.,  Executive  Vice  President  and
          General Counsel to the Company.

23.1      Consent of Jerone  C.  Hering,  Esq.,  Executive  Vice  President  and
          General Counsel to the Company, which  is  contained  in  his  opinion
          filed as Exhibit 5.

23.2      Consent of Arthur Andersen LLP.

24        Power of Attorney of Directors and Officers of the Company.

99        BB&T  Corporation  1995  Omnibus  Stock Incentive Plan (as amended and
          restated).
EXHIBIT 5
EXHIBIT 5

                                [BB&T Letterhead]

                                   May 8, 2000

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

                  Re:      Registration Statement on Form S-8  Relating  to BB&T
                           Corporation  1995  Omnibus  Stock  Incentive Plan (as
                           amended and restated)

Ladies and Gentlemen:

     I  am  familiar  with  the  proceedings  taken  by  BB&T  Corporation  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange  Commission (the "Commission") of a Registration  Statement on Form S-8
under the  Securities  Act of 1933,  as amended,  of an aggregate of  21,600,592
shares of its common stock, $5.00 par value per share (the "Shares"),  which are
proposed to be offered and sold  pursuant to the BB&T  Corporation  1995 Omnibus
Stock Incentive Plan, as amended and restated (the "Plan").

     As counsel for the Company,  the Plan and the  Registration  Statement have
been reviewed  under my direction,  and I have examined and am familiar with the
records relating to the  organization of the Company,  including its articles of
incorporation,  bylaws  and  all  amendments  thereto,  and the  records  of all
proceedings  taken by the Board of  Directors  of the Company  pertinent  to the
rendering of this opinion.

     Based on the foregoing,  and having regard for such legal considerations as
I have  deemed  relevant,  I am of the  opinion  that the Shares  have been duly
authorized  and,  when issued and paid for in  accordance  with the terms of the
Plan, the Shares will be validly issued, fully paid and nonassessable.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5 to the Registration  Statement. In giving this consent, I do not admit
that I am 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.

                                                  Sincerely,

                                                  /S/  Jerone C. Herring
                                                  Jerone C. Herring
                                                  Executive Vice President and
                                                  General Counsel
EXHIBIT 23.2
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 April 27, 2000,
included  in BB&T  Corporation's  Form  8-K  dated  April  28,  2000, and to all
references to our firm included in this registration statement. Our report dated
January 24, 2000, 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 since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling of interests.

                               /S/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 8, 2000.
EXHIBIT 24
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 offer and
sale of the Company's common stock,  $5.00 par value per share,  pursuant to the
terms of the BB&T  Corporation 1995 Omnibus Stock Incentive Plan (as amended and
restated),  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 April 25, 2000.

        /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                      /s/ J. Ernest Lathem
--------------------------------------   ----------------------------
Name:   Richard Janeway, M.D.            Name:   J. Ernest Lathem, M.D.
Title:  Director                         Title:  Director
/s/ James H. Maynard                     /s/ Joseph A. McAleer
--------------------------------------   -----------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
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
SOUTHERN NATIONAL CORPORATION

                        1995 OMNIBUS STOCK INCENTIVE PLAN

                            Effective April 10, 1995

               (As Amended and Restated Effective April 23, 1996)
SOUTHERN NATIONAL CORPORATION
                        1995 OMNIBUS STOCK INCENTIVE PLAN

                                    ARTICLE I

                                   DEFINITIONS

1.  01.  Agreement  means  a  written  agreement  (including  any  amendment  or
supplement  thereto)  between  SNC and a  Participant  specifying  the terms and
conditions of an award of Restricted  Stock,  Performance  Shares or Performance
Units or an Option or SAR granted to such Participant.

1.02.  Applicable  Percentage means the same percentage,  in multiples of 5%, by
which the  Performance  Share Value during a Valuation  Period  exceeds the Fair
Market Value of SNC Common Stock on the date that a Performance  Share award was
granted. The Applicable Percentage cannot be less than zero but can exceed 100%.

1.03. Board means the Board of Directors of SNC.

1.04.    Code means the Internal Revenue Code of 1986, as amended.

1.05.  Committee  means the  Compensation  Committee  of the Board  appointed to
administer  the Plan.

1.06. Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to SNC, unexercised, of
that portion of the Option to which the SAR relates.

1.07.  Date of Exercise  means (i) with respect to an Option,  the date that the
Option  price is received by SNC and (ii) with  respect to an SAR, the date that
the notice of exercise is received by SNC.

1.08.  Fair Market  Value  means,  on any given date,  the closing  price of SNC
Common Stock as reported on the New York Stock Exchange. If SNC Common Stock was
not traded on the New York Stock  Exchange on such date,  then Fair Market Value
is determined with reference to the next preceding day that SNC Common Stock was
so traded.

                                      -2-
1.09.  Initial Value means, with respect to an SAR, the Fair Market Value of one
share of SNC Common Stock on the date of grant, as set forth in an Agreement.

1.10.  Legal  Disability  means that a Participant  is  permanently  and totally
disabled within the meaning of Code section 22(e)(3).

1.11.  Option means a stock option that entitles the holder to purchase from SNC
a stated  number  of  shares  of SNC  Common  Stock at the price set forth in an
Agreement.

1.12.  Participant  means an employee of SNC or of a  Subsidiary,  including  an
employee  who is a member of the Board,  or a  non-employee  who  satisfies  the
requirements  of  Article  IV and is  selected  by the  Committee  to  receive a
Restricted  Stock,  Performance  Share or Performance Unit award, an Option,  an
SAR, or a  combination  thereof.

1.12a.  Payout  Ratio  means  with  respect  to a  Performance  Unit  the  ratio
determined by dividing the Performance Measure by the Performance Target.

1. 13.  Performance  Share  means an  award,  in the  amount  determined  by the
Committee and specified in an  Agreement,  stated with  reference to a specified
number of shares of SNC Common Stock, that entitles the holder to receive shares
of SNC Common Stock,  a cash payment,  or a combination  of SNC Common Stock and
cash, in accordance  with the  provisions  of Article X. The  Committee,  in its
discretion,  will  determine  whether a  Performance  Share will be settled with
shares of SNC Common Stock,  cash or a combination of SNC Common Stock and cash.

1.14.  Performance  Share Value means the lowest Fair Market Value of SNC Common
Stock during a Valuation  Period.

                                      -3-
1.14a. Performance Measure means the dollar amount of compensation as determined
by the Committee  which is credited to a  Participant  pursuant to a Performance
Unit  award  based on the  extent to which a  profitability  target is  achieved
during the Valuation Period.  The profitability  target may be based on earnings
per  share,  return on equity or any other  financial  measure  selected  by the
Committee.  The  Performance  Measure may be expressed  as a  percentage  of the
Participant's  base salary and may be more or less than the  Performance  Target
according to the extent to which the profitability target is achieved during the
Valuation Period.

1.14b.  Performance Target means the dollar amount of compensation as determined
by the Committee which is established by the Committee as a target to be paid to
a Participant  pursuant to a Performance Unit award if the profitability  target
established  by the  Committee  is achieved  during the  Valuation  Period.  The
Performance  Target may be expressed as a percentage of the  Participant's  base
salary.

1.14c. Performance Unit means an award, in an amount determined by the Committee
and specified in an Agreement, that entitles the holder to receive Shares of SNC
Common Stock,  a cash payment or a combination  of SNC Common Stock and cash, in
accordance with Article X(A). The Committee,  in its discretion,  will determine
whether a Performance Unit will be settled with shares of SNC Common Stock, cash
or a combination of SNC Common Stock and cash.

1.15. Plan means the Southern National  Corporation 1995 Omnibus Stock Incentive
Plan, as it may be hereafter amended or restated.

1.16. Restricted Stock means shares of SNC Common Stock awarded to a Participant
under Article IX. Shares of SNC Common Stock shall cease to be Restricted  Stock
when,  in accordance  with the terms of the  applicable  Agreement,  they become
transferable and free of substantial risks of forfeiture.

                                      -4-
1.17. Retirement means that a Participant has separated from service on or after
his earliest early retirement date established under a tax-qualified  pension or
profit sharing plan maintained by SNC or a Subsidiary in which he participates.

1.18. SAR means a stock  appreciation right that entitles the holder to receive,
with  respect to each share of SNC Common Stock  encompassed  by the exercise of
such SAR, the amount  determined by the Committee and specified in an Agreement.
In the absence of such a determination, the holder shall be entitled to receive,
with  respect to each share of SNC Common Stock  encompassed  by the exercise of
such SAR, the excess of the Fair Market  Value on the Date of Exercise  over the
Initial  Value.  References to "SARs" include both  Corresponding  SARs and SARs
granted independently of Options, unless the context requires otherwise.

1.19.    SNC means Southern National Corporation.

1.20.    SNC Common Stock means the common stock, $5.00 par value, of SNC.

1.21.  Subsidiary means any "subsidiary  corporation" as such term is defined in
Code section 424. 1.22. Valuation Period means the period beginning on January 1
of the year in which a  Performance  Share  award is  granted  and ending on the
following  December  31. There shall be five  Valuation  Periods with respect to
each Performance  Share award.  With respect to Performance  Unit awards,  there
shall be such number of Valuation  Periods as are determined by the Committee at
the time of grant of such  award,  but in no event  less  than  three  Valuation
Periods.

                                   ARTICLE II

                                    PURPOSES

             The Plan is  intended  to assist SNC in  recruiting  and  retaining
employees  with ability and  initiative by enabling  employees to participate in

                                      -5-
its future  success and to associate  their  interests with those of SNC and its
shareholders.  The Plan is intended to permit the award of shares of  Restricted
Stock,  the award of Performance  Shares,  the award of Performance  Units,  the
grant of SARs, and the grant of both Options  qualifying  under Code section 422
("incentive  stock  options") and Options not so  qualifying.  No Option that is
intended to be an incentive stock option shall be invalid for failure to qualify
as an incentive stock option.  The proceeds received by SNC from the sale of SNC
Common Stock pursuant to this Plan shall be used for general corporate purposes.

                                   ARTICLE III

                                 ADMINISTRATION

             Except  as  provided  in  this  Article  III,  the  Plan  shall  be
administered  by the  Committee.  The  Committee  shall have  authority to award
Restricted Stock,  Performance Shares and Performance Units and to grant Options
and SARs upon such terms (not  inconsistent with the provisions of this Plan) as
the Committee may consider  appropriate.  Such terms may include  conditions (in
addition to those  contained in this Plan) on the  exercisability  of all or any
part  of an  Option  or SAR  or on  the  transferability  or  forfeitability  of
Restricted Stock.  Notwithstanding any such condition, the Committee may, in its
discretion,  accelerate  the time at which any Option or SAR may be exercised or
the time at which Restricted Stock may become transferable or nonforfeitable. In
addition,   the  Committee  shall  have  complete  authority  to  interpret  all
provisions of this Plan; to prescribe the form of Agreements;  to adopt,  amend,
and rescind rules and regulations  pertaining to the administration of the Plan;
and  to  make  all  other   determinations   necessary  or  advisable   for  the
administration of this Plan. The express grant in the Plan of any specific power

                                      -6-
to the  Committee  shall not be  construed as limiting any power or authority of
the  Committee.  Any decision  made,  or action  taken,  by the  Committee or in
connection with the  administration  of this Plan shall be final and conclusive.
No member of the  Committee  shall be liable for any act done in good faith with
respect to this Plan or any Agreement,  or Option,  SAR, Restricted Stock award,
Performance Share award or Performance Unit award. All expenses of administering
this Plan shall be borne by SNC.

             The  Committee,  in its  discretion,  may  delegate  to one or more
officers  of SNC,  all or part of the  Committee's  authority  and  duties  with
respect  to  Participants  who  are  not  subject  to the  reporting  and  other
provisions  of Section 16 of the  Securities  Exchange Act of 1934, as in effect
from  time  to  time.  In the  event  of  such  delegation,  and  as to  matters
encompassed by the delegation,  references in the Plan to the Committee shall be
interpreted  as a  reference  to the  Committee's  delegate  or  delegates.  The
Committee  may  revoke or amend the terms of a  delegation  at any time but such
action shall not  invalidate  any prior actions of the  Committee's  delegate or
delegates that were consistent with the terms of the Plan.

                                   ARTICLE IV

                                   ELIGIBILITY

4.01.  General.  Any  employee  of  SNC  or of  any  Subsidiary  (including  any
corporation  that  becomes a  Subsidiary  after the  adoption  of this  Plan) is
eligible to participate in this Plan if the Committee,  in its sole  discretion,
determines  that such person has contributed or can be expected to contribute to
the profits or growth of SNC or a  Subsidiary.  Any such employee may receive an
award of Restricted  Stock,  Performance  Shares or Performance  Units or may be
granted one or more Options, SARs, or Options and SARs. A Director of SNC who is
an employee of SNC or a  Subsidiary  may receive an award of  Restricted  Stock,
Performance  Shares and  Performance  Units and may be  granted  Options or SARs
under  this  Plan.  Further,  the  Committee  may from  time to time in its sole
discretion make awards of Restricted Stock,  Performance  Shares and Performance

                                      -7-
Units and may grant  Options or SARs to  non-employees  or non-key  employees in
conjunction with mergers and acquisition transactions. A member of the Committee
may not  participate in this Plan during the time that his  participation  would
prevent the Committee from being  "disinterested" for purposes of Securities and
Exchange Commission Rule 16b-3 as in effect from time to time.

4.02. Grants. The Committee will designate individuals to whom Restricted Stock,
Performance  Shares and Performance  Units are to be awarded and to whom Options
and SARs are to be granted  and will  specify the number of shares of SNC Common
Stock subject to each award or grant. An Option may be granted with or without a
related  SAR.  An SAR may be  granted  with or  without  a related  Option.  All
Restricted Stock,  Performance Share and Performance Unit awards, and all Option
and SAR grants,  under this Plan shall be evidenced by Agreements which shall be
subject to the applicable  provisions of this Plan and to such other  provisions
as the  Committee  may adopt.  Incentive  stock  options may be granted  only to
individuals  who are employees of SNC or a Subsidiary or are otherwise  eligible
to receive such awards under Section 422 of the Code,  as such  provision may be
hereafter  amended.  No Participant  may be granted  incentive  stock options or
related  SARs  (under  all   incentive   stock  option  plans  of  SNC  and  its
Subsidiaries)  which are first exercisable in any calendar year for stock having
an aggregate Fair Market Value  (determined as of the date an option is granted)
exceeding $100,000.  No Participant may be granted Options and SARs that are not
related to an Option in any  calendar  year for more than  30,000  shares of SNC
Common Stock.  In addition,  in any calendar  year, no  Participant  may receive
shares of SNC Common  Stock  pursuant  to the grant of any awards made under the
Plan for more than a total of 100,000 shares of SNC Common Stock.  (For purposes
of the  preceding  two sentences an Option and related SAR shall be treated as a
single award.) In addition,  in any calendar  year, no  Participant  may receive
awards under the Plan payable in cash having an aggregate dollar value in excess
of $300,000.

                                      -8-
ARTICLE V

                              STOCK SUBJECT TO PLAN

5.01. Source of Shares.  Upon the award of shares of Restricted Stock and when a
Performance  Share or Performance  Unit is earned,  SNC may issue authorized but
unissued  SNC  Common  Stock.  Upon the  exercise  of an Option or SAR,  SNC may
deliver to the  Participant (or the  Participant's  broker if the Participant so
directs), authorized but unissued SNC Common Stock.

5.02.  Maximum Number of Shares.  The maximum  aggregate number of shares of SNC
Common Stock that may be issued pursuant to the exercise of Options and SARs and
the award of  Restricted  Stock and the  settlement  of  Performance  Shares and
Performance  Units  under this Plan is six  million,  subject to  increases  and
adjustments as provided in this Article V and Article XI.

5.03. Replenishment.  The maximum number of shares authorized for issuance under
this Plan under  Section 5.02 shall be increased  each  calendar year by 3% (the
Replenishment  Percentage)  of the amount,  if any, by which the total number of
shares of SNC Common Stock  outstanding as of the last day of such calendar year
exceeds the total  number of shares of SNC Common  Stock  outstanding  as of the
first day of such calendar year. Provided,  however, that: (i) in no event shall
the total number of shares authorized for issuance under this Plan exceed 10% of
authorized and outstanding SNC Common Stock as of the time of any  replenishment
adjustment  and (ii) for calendar year 1995,  the first day of the calendar year
shall be deemed to be May 23, 1995 (the date of SNC's 1995 annual  shareholders'
meeting).  The  issuance  of shares of SNC Common  Stock under this Plan and the
application  of Article XI shall be  disregarded  for  purposes of applying  the
preceding sentence.

                                      -9-
5.04.  Incentive  Stock  Options.   Sections  5.02  and  5.03  to  the  contrary
notwithstanding, the maximum aggregate number of shares of SNC Common Stock that
may be issued  pursuant to the  exercise  of Options  that are  incentive  stock
options  granted  under  this Plan is six  million,  subject  to  adjustment  as
provided  in  Article  XI.

5.05. Forfeitures,  etc. If an Option or SAR is terminated, in whole or in part,
for any reason other than its exercise, the number of shares of SNC Common Stock
allocated to the Option or SAR or portion  thereof may be  reallocated  to other
Options, SARs, Restricted Stock awards, Performance Share awards and Performance
Unit awards to be granted under this Plan.  Any shares of Restricted  Stock that
are forfeited may be  reallocated  to other  Options,  SARs or Restricted  Stock
awards to be granted under this Plan.

                                   ARTICLE VI

                                  OPTION PRICE

             The price per share for SNC Common Stock  purchased on the exercise
of an  Option  shall  be  determined  by the  Committee  on the  date of  grant;
provided,  however,  that the price per share for SNC Common Stock  purchased on
the  exercise  of  any  non-incentive  stock  option  shall  not  be  less  than
eighty-five  percent  (85%) of the Fair  Market  Value on the date the Option is
granted.  The price per share for SNC Common Stock  purchased on the exercise of
any incentive stock option shall not be less than one-hundred  percent (100%) of
the Fair Market Value on the date the Option is granted.

                                      -10-
ARTICLE VII

                               EXERCISE OF OPTIONS

7.01. Maximum Option or SAR Period. The maximum period in which an Option or SAR
may be  exercised  shall be  determined  by the  Committee  on the date of grant
except that no Option that is an incentive  stock  option and any  Corresponding
SAR that relates to such Option shall be exercisable after the expiration of ten
years  from the date the Option or SAR was  granted.  The terms of any Option or
SAR may  provide  that it is  exercisable  for a period  less than such  maximum
period.

1.  7.0Nontransferability.  Any Option or SAR  granted  under this Plan shall be
nontransferable  except by will or by the laws of descent and distribution,  or,
in the  Committee's  sole  discretion,  pursuant  to a  beneficiary  designation
acceptable to the Committee.  In the event of any such transfer,  the Option and
any  Corresponding  SAR that relates to such Option must be  transferred  to the
same  person  or  persons  or entity  or  entities.  During  the  lifetime  of a
Participant  to whom an  Option  or SAR is  granted,  the  Option  or SAR may be
exercised only by the Participant.  No right or interest of a Participant in any
Option or SAR shall be liable  for,  or  subject  to, any lien,  obligation,  or
liability of such Participant.

                                  ARTICLE VIII

                               METHOD OF EXERCISE

8.01. Exercise. An Option or SAR granted under this Plan shall be deemed to have
been  exercised on the Date of Exercise.  Subject to the  provisions of Articles
VII and XII, an Option or SAR may be  exercised  in whole at any time or in part
from  time to time,  and an  Option  or SAR  shall  vest,  at such  times and in

                                      -11-
compliance with such  requirements as the Committee shall  determine;  provided,
however,  that a Corresponding  SAR that is related to an incentive stock option
may be exercised only to the extent that the related  Option is exercisable  and
only when the Fair Market Value exceeds the option price of the related  Option.
An Option or SAR granted  under this Plan may be  exercised  with respect to any
number of whole  shares less than the full number of whole  shares for which the
Option or SAR could be exercised.  A partial  exercise of an Option or SAR shall
not  affect  the  right to  exercise  the  Option  or SAR  from  time to time in
accordance with this Plan and the applicable Agreement with respect to remaining
shares  subject to the Option or related to the SAR.  The  exercise of either an
Option or Corresponding  SAR shall result in the termination of the other to the
extent of the number of shares with respect to which the Option or Corresponding
SAR is exercised.

8.02. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in cash or a cash equivalent acceptable to the Committee. If
the Agreement  provides,  payment of all or part of the Option price may be made
by  surrendering  shares of SNC Common Stock to SNC. If SNC Common Stock is used
to pay all or part of the Option price, the shares  surrendered must have a Fair
Market Value  (determined  as of the day preceding the Date of Exercise) that is
not less than such price or part thereof.

8.03.  Determination of Payment of Cash and/or SNC Common Stock Upon Exercise of
SAR.  At the  Committee's  discretion,  the  amount  payable  as a result of the
exercise of an SAR may be settled in cash, SNC Common Stock, or a combination of
cash and SNC Common Stock. A fractional  share shall not be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof.

8.04.  Shareholder Rights. No Participant shall have any rights as a stockholder
with respect to shares subject to an Option or SAR until the Date of Exercise of
such Option or SAR.

                                      -12-
ARTICLE IX

                                RESTRICTED STOCK

9.01. Award. In accordance with the provisions of Article IV, the Committee will
designate each individual to whom an award of Restricted Stock is to be made and
will specify the number of shares of SNC Common Stock covered by the award.

9.02.  Vesting.  The Committee,  on the date of the award,  may prescribe that a
Participant's  rights in the Restricted  Stock shall be forfeitable or otherwise
restricted  for a period of time set forth in the  Agreement.  By way of example
and not of limitation,  the  restrictions  may postpone  transferability  of the
shares or may  provide  that the shares  will be  forfeited  if the  Participant
separates from the service of SNC and its Subsidiaries  before the expiration of
a stated term or if SNC, SNC and its  Subsidiaries  or the  Participant  fail to
achieve stated objectives.

9.03. Shareholder Rights. Prior to their forfeiture in accordance with the terms
of the Agreement and while the shares are Restricted  Stock, a Participant  will
have all rights of a shareholder with respect to Restricted Stock, including the
right to receive dividends and vote the shares;  provided,  however,  that (i) a
Participant may not sell, transfer, pledge, exchange,  hypothecate, or otherwise
dispose  of  Restricted  Stock  except  by  will  or the  laws  of  descent  and
distribution or, in the Committee's  sole discretion,  pursuant to a beneficiary
designation  acceptable to the  Committee,  (ii) SNC shall retain custody of the
certificates  evidencing  shares of Restricted  Stock, and (iii) the Participant
will deliver to SNC a stock power, endorsed in blank, with respect to each award
of Restricted  Stock. The limitations set forth in the preceding  sentence shall
not apply after the shares cease to be Restricted Stock.

                                      -13-
ARTICLE X

                            PERFORMANCE SHARE AWARDS

10.01.  Award.  In accordance  with the  provisions of Article IV, the Committee
will  designate  individuals  to whom an award of  Performance  Shares  is to be
granted and will specify the number of shares of SNC Common Stock covered by the
award.  The number of shares of SNC Common Stock covered by a Performance  Share
award is merely a target;  the number of shares of SNC Common  Stock  earned and
issued under a Performance Share award may be more or less than the target based
on the Applicable Percentage.

10.02.  Earning the Award. A Performance Share award will be earned based on the
Performance  Share Value during each of the five Valuation Periods following the
date of  award.  The  number  of  shares  of SNC  Common  Stock  earned  under a
Performance Share award as of the end of a Valuation Period will be equal to the
product of (i) the number of shares covered by the  Performance  Share award and
(ii) the Applicable  Percentage;  provided,  however, that such product shall be
reduced by the number of shares of SNC Common  Stock earned or, in the case of a
cash  payment,  the  number of shares  represented  by the  payment,  in a prior
Valuation Period with respect to the same Performance Share Award.

10.03.   Employment.   Section   10.02  to  the  contrary   notwithstanding,   a
Participant's  right  to earn  additional  shares  of SNC  Common  Stock or cash
payments under  Performance  Share awards shall  terminate if the  Participant's
employment  with SNC and its  Subsidiaries  ends for  reasons  other than death,
Legal  Disability  or  Retirement.  The  preceding  sentence  shall not affect a
Participant's  right to receive shares of SNC Common Stock or cash payments that
were  earned  in  a  Valuation  Period  that  ended  before  the   Participant's
termination  of  employment.  If a  Participant's  employment  with  SNC and its

                                      -14-
Subsidiaries  ends on account of death,  Legal  Disability  or  Retirement,  the
Participant (or the Participant's  estate or designated  beneficiary in the case
of his death)  shall be entitled to receive  shares of SNC Common  Stock or cash
payment to the extent that  Performance  Shares are earned in Valuation  Periods
preceding the  Participant's  termination  of employment  and the next following
Valuation Period.

10.04.  Issuance  of Shares.  To the extent  that a  Performance  Share award is
settled  with SNC  Common  Stock,  the  shares  of SNC  Common  Stock  earned in
accordance  with  Section  10.02 shall be issued to the  Participant  as soon as
practicable after the end of the Valuation Period;  provided,  however,  that no
shares shall be issued  unless the  Committee  certifies the number of shares of
SNC Common Stock  earned by the  Participant  during that  Valuation  Period.  A
fractional  share shall not be issuable under this Article X but instead will be
settled in cash.

10.05.  Settlement  in Cash.  To the extent  that a  Performance  Share award is
settled in cash, the payment will be made in a single sum as soon as practicable
after the end of the Valuation Period; provided,  however, that no payment shall
be made unless the  Committee  certifies  the amount  earned by the  Participant
during that Valuation  Period.  To the extent that a Performance  Share award is
settled in cash,  the amount of cash payable  under a award shall equal the Fair
Market Value number of shares of SNC Common  Stock earned  during the  Valuation
Period on the date  that the  Committee  certifies  the  Participant's  right to
receive the payment.

10.06.  Shareholder  Rights.  No Participant  shall, as a result of receiving an
award of Performance  Shares,  have any rights as a shareholder until and to the
extent that the award of  Performance  Shares is earned and SNC Common  Stock is
issued  to the  Participant.  A  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate, or otherwise dispose of a Performance Share award or the
right to receive  payment  thereunder  other than by will or the laws of descent
and  distribution,  or  in  the  Committee's  sole  discretion,  pursuant  to  a
beneficiary designation acceptable to the Committee.

                                      -15-
ARTICLE X(A)

                             PERFORMANCE UNIT AWARDS

10(A).01.  Award. In accordance with the provisions of Article IV, the Committee
will  designate  individuals  to whom an  award  of  Performance  Units is to be
granted.  At  the  date  of  grant,  the  Committee  shall  establish  for  each
Performance  Unit award:  (i) the  Performance  Measure and (ii) the Performance
Target to be paid to the  Participant if the  Performance  Measure is met during
the applicable Valuation Periods. The number of Performance Units granted to the
Participant will equal the Performance Target of the Participant  divided by the
Fair Market Value of a share of SNC Common Stock on the date of grant.

10(A).02.  Earning the Award.  A Performance  Unit award will be earned based on
the  value  of each  Performance  Unit at the end of that  number  of  Valuation
Periods  following  the date of  award as  determined  to be  applicable  by the
Committee, which number shall not be less than three. As soon as practical after
the expiration of the Valuation  Period as the audited  financial  statements of
the Corporation for the preceding  calendar year are available to the Committee,
the Committee will determine the value for each Performance Unit. The value of a
Performance  Unit will equal the Payout Ratio times the Fair Market Value of the
SNC  Common  Stock on the date of grant of the  Performance  Unit (or such other
nominal value as may be set by the  Committee).

10(A).03.  Employment.  Section  10(A).02  to the  contrary  notwithstanding,  a
Participant's  right to earn shares of SNC Common Stock or cash  payments  under
Performance Unit awards shall terminate if the Participant's employment with SNC

                                      -16-
and its  Subsidiaries  ends for reasons  other than death,  Legal  Disability or
Retirement.  The preceding  sentence shall not affect a  Participant's  right to
receive  shares of SNC  Common  Stock or cash  payments  that  were  earned in a
Valuation Period that ended before the Participant's  termination of employment.
If a Participant's  employment with SNC and its Subsidiaries  ends on account of
death,  Legal  Disability or Retirement,  the Participant (or the  Participant's
estate  or  designated  beneficiary  in the case of his  death),  shall,  in the
Committee's  discretion,  be entitled to receive  shares of SNC Common  Stock or
cash payment on a prorated basis to the extent that Performance Units are earned
in Valuation Periods  preceding the Participant's  termination of employment and
the  next  following   Valuation  Period.  In  such  event;  the  percentage  of
Performance  Units to be paid shall equal (i) the number of full calendar months
between  the  date of  grant  of the  award  and  the  date  of  termination  of
employment, divided by (ii) the total number of months in the Valuation Period.

10(A).04  Issuance  of Shares.  To the extent that a  Performance  Unit award is
settled  with SNC Common  Stock,  the shares of SNC Common  Stock having a value
equal to the Performance  Units earned in accordance with Section 10(A).02 shall
be  issued  to the  Participant  as soon  as  practicable  after  the end of the
Valuation Period;  provided,  however, that no shares shall be issued unless the
Committee  certifies  the  number of shares of SNC  Common  Stock  earned by the
Participant  during  that  Valuation  Period.  A  fractional  share shall not be
issuable under this Article X(A) but instead will be settled in cash.

10(A).05  Settlement  in Cash.  To the extent that a  Performance  Unit award is
settled in cash, the payment will be made in a single sum as soon as practicable
after the end of the Valuation Period; provided,  however, that no payment shall
be made unless the  Committee  certifies  the amount  earned by the  Participant
during that  Valuation  Period.  To the extent that a Performance  Unit award is
settled in cash, the amount of cash payable under a Performance Unit award shall
equal the value of the Performance Units earned during the Valuation Period. The
Committee shall certify the Participant's right to receive the payment.

                                      -17-
10(A).06  Shareholder  Rights. No Participant shall, as a result of receiving an
award of Performance  Units,  have any rights as a shareholder  until and to the
extent  that the award of  Performance  Units is earned and SNC Common  Stock is
issued  to the  Participant.  A  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate,  or otherwise dispose of a Performance Unit award or the
right to receive  payment  thereunder  other than by will or the laws of descent
and  distribution,  or,  in  the  Committee's  sole  discretion,  pursuant  to a
beneficiary designation acceptable to the Committee.

                                   ARTICLE XI

                   ADJUSTMENT UPON CHANGE IN SNC COMMON STOCK

             The  maximum  number of shares  that may be issued  pursuant to the
exercise  of  Options  and  SARs  and the  award  of  Restricted  Stock  and the
settlement of Performance  Shares and Performance  Units under this Plan and the
Replenishment Percentage in Section 5.03 shall be proportionately  adjusted, and
the terms of  outstanding  Restricted  Stock awards,  Performance  Share awards,
Performance  Unit awards,  Options and SARs shall be adjusted,  as the Committee
shall  determine to be equitably  required in the event that (a) SNC (i) effects
one or more stock dividends, stock split-ups,  subdivisions or consolidations of
shares or (ii) engages in a transaction to which Code section 424 applies or (b)
there  occurs  any  other  event  which,   in  the  judgment  of  the  Committee
necessitates such action.  Any  determination  made under this Article XI by the
Committee shall be final and conclusive.

                                      -18-
The issuance by SNC of shares of stock of any class,  or securities
convertible  into  shares of stock of any class,  for cash or  property,  or for
labor or  services,  either upon  direct sale or upon the  exercise of rights or
warrants to subscribe  therefor,  or upon conversion of shares or obligations of
SNC convertible into such shares or other securities,  shall not affect,  and no
adjustment by reason thereof shall be made with respect to,  outstanding  awards
of Restricted Stock, Performance Shares, Performance Units, Options or SARs.

             The  Committee  may make awards of  Restricted  Stock,  Performance
Shares and Performance  Units and may grant Options and SARs in substitution for
stock awards,  stock options,  stock appreciation rights, or similar awards held
by an  individual  who becomes an employee of SNC or a Subsidiary  in connection
with a  transaction  described  in the  first  paragraph  of  this  Article  XI.
Notwithstanding  any provision of the Plan (other than the limitation of Article
V),  the  terms of such  substituted  Restricted  Stock,  Performance  Share and
Performance  Unit awards and Option or SAR grants shall be as the Committee,  in
its discretion, determines is appropriate.

                                   ARTICLE XII

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

             No Option or SAR shall be exercisable, no SNC Common Stock shall be
issued,  no certificates for shares of SNC Common Stock shall be delivered,  and
no  payment  shall  be made  under  this  Plan  except  in  compliance  with all
applicable   federal  and  state  laws  and  regulations   (including,   without
limitation,  withholding tax  requirements)  and the rules of all domestic stock
exchanges on which SNC's shares may be listed.  SNC shall have the right to rely
on an opinion of its counsel as to such compliance. Any share certificate issued

                                      -19-
to evidence SNC Common Stock for which shares of  Restricted  Stock are awarded,
Performance  Shares or  Performance  Units were earned or for which an Option or
SAR is exercised may bear such legends and  statements as the Committee may deem
advisable to assure  compliance with federal and state laws and regulations.  No
Option or SAR shall be  exercisable,  no SNC Common  Stock  shall be issued,  no
certificate  for shares shall be  delivered,  and no payment shall be made under
this Plan until SNC has obtained  such consent or approval as the  Committee may
deem advisable from regulatory bodies having jurisdiction over such matters.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

13.01.  Effect on Employment.  Neither the adoption of this Plan, its operation,
nor any  documents  describing  or referring to this Plan (or any part  thereof)
shall  confer upon any  employee any right to continue in the employ of SNC or a
Subsidiary  or in any way affect any right and power of SNC or a  Subsidiary  to
terminate the employment of any employee at any time with or without assigning a
reason  therefor.

13.02.  Unfunded  Plan.  The Plan,  insofar as it provides for grants,  shall be
unfunded,  and SNC shall not be required to segregate any assets that may at any
time be  represented  by grants  under this Plan.  Any  liability  of SNC to any
person with  respect to any grant under this Plan shall be based solely upon any
contractual  obligations  that may be created  pursuant  to this  Plan.  No such
obligation  of SNC shall be  deemed to be  secured  by any  pledge  of, or other
encumbrance on, any property of SNC.

13.03. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference.  The reference to any
statute,  regulation,  or other  provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

                                      -20-
13.04.  Employee Status.  For purposes of determining the  applicability of Code
section 422  (relating to  incentive  stock  options),  or in the event that the
terms of any Option or SAR provide  that it may be  exercised  or that awards of
Restricted Stock,  Performance  Shares or Performance Units may become vested or
earned  only  during  employment  or within a  specified  period  of time  after
termination  of  employment,  the  Committee may decide to what extent leaves of
absence for governmental or military service, illness,  temporary disability, or
other reasons shall not be deemed interruptions of continuous employment.

                                   ARTICLE XIV

                                    AMENDMENT

             The  Board  may  amend or  terminate  this  Plan from time to time;
provided,  however,  that no amendment may become  effective  until  shareholder
approval is obtained if (i) the  amendment  increases  the  aggregate  number of
shares  of SNC  Common  Stock  that  may be  issued  under  the Plan or (ii) the
amendment changes the class of individuals eligible to become  Participants.  No
amendment shall, without a Participant's consent, adversely affect any rights of
such Participant under any outstanding  Restricted  Stock,  Performance Share or
Performance  Unit award or under any Option or SAR  outstanding at the time such
amendment is made.

                                      -21-
ARTICLE XV

                                DURATION OF PLAN

             No awards of Restricted Stock,  Performance  Shares and Performance
Units and no grants of Options  and SARs may be made under this Plan after April
9, 2005.  Restricted  Stock,  Performance  Share and Performance Unit awards and
Options and SARs granted before that date shall remain valid in accordance  with
their terms.

                                   ARTICLE XVI

                             EFFECTIVE DATE OF PLAN

             Awards of  Restricted  Stock,  Performance  Shares and  Performance
Units may be made and Options  and SARs may be granted  under this Plan upon its
adoption by the Board,  provided that no Restricted Stock,  Performance Share or
Performance  Unit  award,  Option or SAR will be  effective  unless this Plan is
approved by shareholders  holding a majority of SNC's outstanding  voting stock,
voting either in person or by proxy at a duly held shareholders'  meeting within
twelve months of such adoption.
1999 DECLARATION OF AMENDMENT TO
                                BB&T CORPORATION
                        1995 OMNIBUS STOCK INCENTIVE PLAN

         THIS DECLARATION OF AMENDMENT is made this 27th day of April,  1999, by
BB&T CORPORATION (the  "Corporation") to the BB&T Corporation 1995 Omnibus Stock
Incentive Plan (the "Plan").

                                R E C I T A L S:
                                 - - - - - - - -

         It is  deemed  advisable  to amend  the Plan in  order  to  permit  the
transfer of  nonqualified  stock  options  granted  under the Plan to the extent
deemed  advisable  by the  committee  authorized  to  administer  the Plan  (the
"Committee")  and  in  a  manner  otherwise   consistent  with  certain  federal
securities laws, and to make certain related revisions to the Plan.

         NOW,  THEREFORE,  IT IS DECLARED that,  effective as of April 27, 1999,
the Plan shall be amended by deleting  Section  7.02 of the Plan in its entirety
and inserting the following in lieu thereof:

                  "Nontransferability.  Incentive  stock  options and SARs shall
                  not be transferable  except by will or the laws of descent and
                  distribution.  In  the  event  of  any  such  transfer  of  an
                  incentive stock option,  the Option and any  corresponding SAR
                  that  relates to such Option must be  transferred  to the same
                  person or persons or entity or entities.  Non-incentive  stock
                  options  shall not be  transferable  other than by will or the
                  laws of descent and  distribution,  except as may be permitted
                  by the Committee in its sole discretion in a manner consistent
                  with the  registration  provisions  of the  Securities  Act of
                  1933, as amended.  Except as may be permitted by the preceding
                  sentence with respect to the transfer of  non-incentive  stock
                  options,  (i) during the lifetime of a Participant  to whom an
                  Option or SAR is granted,  the Option or SAR may be  exercised
                  only by the  Participant;  and (ii) no right or  interest of a
                  Participant  in any  Option  or SAR shall be  liable  for,  or
                  subject  to,  any  lien,  obligation,  or  liability  of  such
                  Participant.  Notwithstanding the foregoing,  on a beneficiary
                  designation form provided by the Committee,  a Participant may
                  designate a beneficiary  to exercise any Option or SAR granted
                  to him under the Plan upon his  death.  The  designation  of a
                  beneficiary in accordance with  procedures  established by the
                  Committee shall not constitute a transfer."
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.

                                                     BB&T CORPORATION

                                                     By:      /s/ Kelly S. King

                                                              President

ATTEST:

/s/ Jerone C. Herring
Secretary

[Corporate Seal]
2000 DECLARATION OF AMENDMENT TO
                                BB&T CORPORATION
                         1995 OMNIBUS STOCK OPTION PLAN

         THIS  DECLARATION  OF AMENDMENT is made  effective as of the 1st day of
January,  2000, by BB&T CORPORATION (the  "Corporation") to the BB&T Corporation
1995 Omnibus Stock Incentive Plan, as amended and restated (the "Plan").

                                    RECITALS:

         It is  deemed  advisable  to amend  the Plan in order to  increase  the
maximum  amount of awards that can be received by a  participant  under the Plan
and to increase the aggregate  number of shares of BB&T common stock that may be
issued pursuant to awards under the Plan.

         NOW, THEREFORE,  IT IS DECLARED,  that, effective as of the 22nd day of
February, 2000, the Plan shall be amended as follows:

1.       By deleting Section 4.02  of the Plan in its entirety and inserting the
         following in lieu thereof:

                  "4.02.  Grants.  The Committee will  designate  individuals to
                  whom  Restricted  Stock,  Performance  Shares and  Performance
                  Units are to be awarded and to whom Options and SARs are to be
                  granted  and will  specify the number of shares of BB&T Common
                  Stock subject to each award or grant. An Option may be granted
                  with or without a related  SAR. An SAR may be granted  with or
                  without a related Option.  All Restricted  Stock,  Performance
                  Share and  Performance  Unit  awards,  and all  Option and SAR
                  grants, under this Plan shall be evidenced by Agreements which
                  shall be subject to the applicable provisions of this Plan and
                  to such other provisions as the Committee may adopt. Incentive
                  stock  options  may be  granted  only to  individuals  who are
                  employees of BB&T or a Subsidiary or are otherwise eligible to
                  receive  such awards  under  Section 422 of the Code,  as such
                  provision  may be hereafter  amended.  No  Participant  may be
                  granted  incentive  stock  options or related  SARs (under all
                  incentive  stock  option  plans of BB&T and its  Subsidiaries)
                  which are first  exercisable  in any  calendar  year for stock
                  having an aggregate  Fair Market Value  (determined  as of the
                  date an option is granted) exceeding $100,000.  No Participant
                  may be  granted  Options  and SARs that are not  related to an
                  Option in any calendar  year for more than  500,000  shares of
                  BB&T Common  Stock.  In  addition,  in any calendar  year,  no
                  Participant  may receive  shares of BB&T Common Stock pursuant
                  to the grant of any awards made under the Plan for more than a
                  total of 500,000 shares of BB&T Common Stock. (For purposes of
                  the preceding two sentences an Option and related SAR shall be
                  treated as a single award.) In addition, in any calendar year,
                  no  Participant  may receive  awards under the Plan payable in
                  cash   having  an   aggregate   dollar   value  in  excess  of
                  $2,000,000."
2.   By deleting Section 5.02 of the Plan in its entirety and inserting
              the following in lieu thereof:

                  "5.02.  Maximum Number of Shares. The maximum aggregate number
                  of shares of BB&T Common Stock that may be issued  pursuant to
                  the  exercise of Options and SARs and the award of  Restricted
                  Stock  and  the  settlement  of  the  Performance  Shares  and
                  Performance  Units under this Plan is 29  million,  subject to
                  increases  and  adjustments  as provided in this Article V and
                  Article XI."

         3.   By deleting Section 5.04 of the Plan in its entirety and inserting
              the following in lieu thereof:

                  "5.04. Incentive Stock Options.  Sections 5.02 and 5.03 to the
                  contrary  notwithstanding,  the  maximum  aggregate  number of
                  shares of BB&T Common Stock that may be issued pursuant to the
                  exercise of Options that are incentive  stock options  granted
                  under  this  Plan is  29,000,000,  subject  to  adjustment  as
                  provided in Article XI."

         IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.

                                                   BB&T CORPORATION

                                                   By:      /s/ Kelly S. King
                                                            President
ATTEST:

/s/ Jerone C. Herring
Secretary

[Corporate Seal]