Exhibit 10(v)


                         2000 DECLARATION OF AMENDMENT
                            TO THE BB&T CORPORATION
                       NON-EMPLOYEE DIRECTORS' DEFERRED
                      COMPENSATION AND STOCK OPTION PLAN


          THIS DECLARATION OF AMENDMENT, made the 24 day of October, 2000, by
BB&T Corporation (the "Company"), as sponsor of the BB&T Corporation Non-
Employee Directors' Deferred Compensation and Stock Option Plan (the "Plan").

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

          It is deemed advisable for the Company to amend the Plan to: (i)
clarify the provisions of the Plan relating to the calculation of installment
payments; and (ii) allow a designated officer of the Company to amend the Plan
to provide for the merger or consolidation of another plan into the Plan.

          NOW, THEREFORE, it is declared, that effective as of the date hereof,
the Plan shall be and hereby is amended as follows:

     1.   Delete Section 3.3.2(e) in its entirety and substitute therefor the
          following:

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

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          paid. The Deferred Compensation Account shall continue to be adjusted
          as provided in Section 3.6 until the entire balance credited to the
          Deferred Compensation Account has been paid."

     2.   Insert the following new material after the second sentence of Section
          10:

     "Notwithstanding the foregoing, and until otherwise decided by the Board,
               the officer of the Company specifically designated in resolutions
               adopted by the Board shall have the authority to amend the Plan
               to provide for the merger or consolidation of another directors'
               deferred compensation and/or stock option plan into this Plan,
               and in connection therewith, to set forth any special provisions
               that may apply to the participants in such other plan as an
               Exhibit attached hereto."

          IN WITHNESS WHEREOF, this Amendment has been executed by the Company
as of the day and year first above written.

                                             BB&T CORPORATION


                                                   /s/ Robert E. Greene
                                             By:--------------------------
                                                        President
Attest:

/s/ Jerone C. Herring
- ---------------------
    Secretary

[Corporate Seal]

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