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                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (this  "Agreement") is made and entered into as
of January 23,  2001,  by and  between  VIRGINIA  CAPITAL  BANCSHARES,  INC.,  a
Virginia corporation ("Virginia Capital" or "Issuer"),  and BB&T CORPORATION,  a
North Carolina corporation ("Grantee");

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

     WHEREAS,  Grantee and Issuer have entered into that certain  Agreement  and
Plan of Reorganization, dated this date (the "Merger Agreement"), providing for,
among other things, the merger of Issuer with and into Grantee; and

     WHEREAS, as a condition and inducement to Grantee's execution of the Merger
Agreement,  Grantee has required  that Issuer agree,  and Issuer has agreed,  to
grant to Grantee the Option (as defined below);

     NOW,  THEREFORE,  in  consideration  of  the  respective   representations,
warranties,  covenants  and  agreements  set  forth  herein  and in  the  Merger
Agreement, and intending to be legally bound hereby, Issuer and Grantee agree as
follows:

     1.  DEFINED TERMS.  Capitalized terms which are used but not defined herein
shall have the meanings ascribed to such terms in the Merger Agreement.

     2. GRANT OF OPTION.  Subject to the terms and  conditions set forth herein,
Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase
up to 1,848,560  shares (as adjusted as set forth herein,  the "Option  Shares,"
which term shall  refer to the Option  Shares  before and after any  transfer of
such Option  Shares),  of the common  stock of Issuer,  par value $.01 per share
("Issuer  Common  Stock"),  at a purchase  price per Option  Share  (subject  to
adjustment as set forth herein, the "Purchase Price") equal to $15.00.

     3.  EXERCISE OF OPTION.

         (a) Provided that  (i)Grantee or Holder (as  hereinafter  defined),  as
applicable,  shall not be in  material  breach of its  agreements  or  covenants
contained  in  this  Agreement  or the  Merger  Agreement,  and  (ii) no
preliminary  or  permanent  injunction  or other order  against the  delivery of
shares  covered by the Option issued by any court of competent  jurisdiction  in
the United States shall be in effect,  Holder may exercise the Option,  in whole
or in part,  at any time and from time to time  following  the  occurrence  of a
Purchase  Event  (as  hereinafter  defined);  PROVIDED,  that the  Option  shall
terminate  and be of no further  force and effect upon the  earliest to occur of
(A) the  Effective  Time,  (B) subject to clause (E) below,  termination  of the
Merger Agreement in accordance with



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the terms thereof prior to the  occurrence of a Purchase  Event or a Preliminary
Purchase Event (as hereinafter  defined) (other than a termination of the Merger
Agreement   by  Grantee   pursuant  to  Section   7.1(b)   thereof  (a  "Default
Termination")),  (C) 12 months after a Default Termination,  (D) 12 months after
any  termination  of the Merger  Agreement  (other  than a Default  Termination)
following the  occurrence of a Purchase Event or a Preliminary  Purchase  Event,
and (E) subject to clause (D) above,  12 months after  termination of the Merger
Agreement  pursuant  to  Section  7.1(e)  thereof;  PROVIDED  FURTHER,  that any
purchase of shares upon  exercise of the Option  shall be subject to  compliance
with applicable law, including, without limitation, the Bank Holding Company Act
of 1956, as amended (the "BHC Act").  Subject to  compliance  with Section 12(h)
hereof,  the term  "Holder"  shall mean the holder or holders of the Option from
time to time,  including  initially  Grantee.  The rights set forth in Section 8
hereof shall terminate when the right to exercise the Option  terminates  (other
than as a result of a complete exercise of the Option) as set forth herein.

         (b) As used  herein,  a  "Purchase  Event"  means any of the  following
events subsequent to the date of this Agreement:

              (i) without  Grantee's  prior written  consent,  Issuer shall have
     authorized,   recommended,  publicly  proposed  or  publicly  announced  an
     intention to authorize,  recommend or propose, or entered into an agreement
     with any person (other than Grantee or any Subsidiary of Grantee) to effect
     an Acquisition  Transaction  (as defined below).  As used herein,  the term
     "Acquisition Transaction" shall mean (A) a merger,  consolidation or
     similar transaction involving Issuer or any of its Subsidiaries (other than
     transactions  solely  between  Issuer's  Subsidiaries  or between  Issuer's
     Subsidiaries  and Issuer),  (B) the  disposition,  by sale,  lease,
     exchange  or  otherwise,  of assets  of  Issuer or any of its  Subsidiaries
     representing  in  either  case 15% or more of the  consolidated  assets  of
     Issuer and its  Subsidiaries  (other than a sale of loan  receivables  in a
     financing transaction in the normal course of business consistent with past
     practices),   or  (C) the  issuance,   sale  or  other  disposition
     (including by way of merger,  consolidation,  share exchange or any similar
     transaction) of securities  representing 15% or more of the voting power of
     Issuer or any of its Subsidiaries; or

              (ii)any  person (other than Grantee or any  Subsidiary of Grantee)
     shall have acquired  beneficial  ownership (as such term is defined in Rule
     13d-3  promulgated  under  the  Exchange  Act) of or the  right to  acquire
     beneficial  ownership of, or any "group" (as such term is defined under the
     Exchange  Act),  other  than  a  group  of  which  Grantee  or  any  of the
     Subsidiaries  of  Grantee  is  a  member,  shall  have  been  formed  which
     beneficially owns or has the right to acquire beneficial  ownership of, 15%
     or more of the then-outstanding shares of Issuer Common Stock.

         (c) As used herein,  a  "Preliminary  Purchase  Event" means any of the
following events:


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              (i) any person  (other than Grantee or any  Subsidiary of Grantee)
     shall have  commenced  (as such term is  defined  in Rule  14d-2  under the
     Exchange  Act),  or shall have  filed a  registration  statement  under the
     Securities  Act  with  respect  to, a tender  offer  or  exchange  offer to
     purchase any shares of Issuer Common Stock such that, upon  consummation of
     such  offer,  such  person  would  own  or  control  15%  or  more  of  the
     then-outstanding  shares  of  Issuer  Common  Stock  (such an  offer  being
     referred  to  herein  as  a  "Tender   Offer"  or  an   "Exchange   Offer,"
     respectively); or

              (ii)the holders of Issuer Common Stock shall not have approved the
     Merger Agreement at the meeting of such  shareholders  held for the purpose
     of voting on the Merger Agreement, such meeting shall not have been held or
     shall have been canceled prior to termination of the Merger  Agreement,  or
     Issuer's  Board of Directors  shall have  withdrawn or modified in a manner
     adverse to Grantee the  recommendation  of Issuer's Board of Directors with
     respect to the Merger Agreement,  in each case after any person (other than
     Grantee or any  Subsidiary  of  Grantee)  shall have  (A) made,  or
     disclosed  an  intention  to make,  a proposal to engage in an  Acquisition
     Transaction,  (B) commenced  a Tender Offer or filed a registration
     statement  under the Securities Act with respect to an Exchange  Offer,  or
     (C) filed an application  (or given a notice),  whether in draft or
     final form, under any federal or state statute or regulation  (including an
     application  or notice  filed under the BHC Act,  the Bank Merger Act,  the
     Home Owners'  Loan Act or the Change in Bank  Control Act of 1978)  seeking
     the  consent  to an  Acquisition  Transaction  from  any  federal  or state
     governmental or regulatory authority or agency.

As used in this Agreement, "person" shall have the meaning specified in Sections
3(a)(9) and 13(d)(3) of the Exchange Act.

         (d) Notwithstanding  the foregoing,  the obligation of Virginia Capital
to issue Option  Shares upon exercise of the Option shall be deferred (but shall
not terminate): (i) until the receipt of all required governmental or regulatory
approvals or consents  necessary for Virginia Capital to issue the Option Shares
or Holder to exercise the Option,  or until the expiration or termination of any
waiting  period  required  by law,  or (ii) so long as any  injunction  or other
order,  decree  or ruling  issued by any  federal  or state  court of  competent
jurisdiction  is in effect  which  prohibits  the sale or delivery of the Option
Shares.

         (e) In the event Holder wishes to exercise the Option, it shall send to
Issuer a written  notice  (the date of which  being  herein  referred  to as the
"Notice  Date")  specifying  (i) the  total  number of Option  Shares it
intends to purchase  pursuant to such  exercise and (ii) a place and date
not earlier than three  business  days nor later than 15 business  days from the
Notice Date for the closing  (the  "Closing")  of such  purchase  (the  "Closing
Date").  If prior consent of any governmental or regulatory  agency or authority
is required in connection with such purchase, Issuer shall cooperate with Holder
in the filing of the  required  notice or  application  for such consent and the
obtaining of such consent at Holder's  expense,  and the Closing shall occur not
earlier  than three  business


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days nor later than 15 business  days  following  receipt of such  consents (and
expiration of any mandatory waiting periods).

     4.  PAYMENT AND DELIVERY OF CERTIFICATES.

         (a)  On  each  Closing  Date,  Holder  shall  (i)  pay  to  Issuer,  in
immediately  available  funds by wire  transfer to a bank account  designated by
Issuer, an amount equal to the Purchase Price multiplied by the number of Option
Shares to be purchased on such Closing Date, and (ii) present and surrender this
Agreement to the Issuer at the address of the Issuer referenced in Section 12(f)
hereof.

         (b) At each Closing,  simultaneously  with the delivery of  immediately
available  funds and  surrender  of this  Agreement  as provided in Section 4(a)
hereof,  (i) Issuer shall  deliver to Holder (A) a certificate  or  certificates
representing  the Option  Shares to be purchased at such  Closing,  which Option
Shares shall be free and clear of all liens, claims, charges and encumbrances of
any kind whatsoever and subject to no preemptive  rights,  and (B) if the Option
is exercised in part only, an executed new agreement with the same terms as this
Agreement  evidencing  the right to purchase the balance of the shares of Issuer
Common Stock  purchasable  hereunder,  and (ii) Holder shall deliver to Issuer a
letter evidencing  Holder's agreement not to offer, sell or otherwise dispose of
such Option  Shares in violation of  applicable  federal and state law or of the
provisions of this Agreement.

         (c) In addition to any other legend that is required by applicable law,
certificates  for the Option Shares  delivered at each Closing shall be endorsed
with a restrictive legend which shall read substantially as follows:

         THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
         RESTRICTIONS  ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
         PURSUANT TO THE TERMS OF A STOCK OPTION  AGREEMENT  DATED AS OF JANUARY
         23,  2001.  A COPY OF SUCH  AGREEMENT  WILL BE  PROVIDED  TO THE HOLDER
         HEREOF WITHOUT  CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN  REQUEST
         THEREFOR.

It is  understood  and agreed that the above legend shall be removed by delivery
of substitute  certificate(s) without such legend if Holder shall have delivered
to Issuer a copy of a letter from the staff of the Commission,  or an opinion of
counsel in form and substance reasonably satisfactory to Issuer and its counsel,
to the effect that such legend is not required  for  purposes of the  Securities
Act.

         5.  REPRESENTATIONS AND WARRANTIES OF ISSUER.  Issuer hereby represents
and warrants to Grantee as follows:


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         (a) Issuer has all  requisite  corporate  power and  authority to enter
into this  Agreement  and,  subject to its  obtaining  any approvals or consents
referred to herein,  to consummate the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action on the part of Issuer.  This  Agreement has been duly executed
and delivered by Issuer.

         (b)  Issuer  has  taken all  necessary  corporate  and other  action to
authorize  and reserve and to permit it to issue and, at all times from the date
hereof until the  obligation to deliver Issuer Common Stock upon the exercise of
the Option  terminates,  will have reserved for  issuance,  upon exercise of the
Option,  the number of shares of Issuer  Common  Stock  necessary  for Holder to
exercise  the Option,  and Issuer will take all  necessary  corporate  action to
authorize and reserve for issuance all additional  shares of Issuer Common Stock
or other  securities  which  may be issued  pursuant  to  Section 7 hereof  upon
exercise of the Option.  The shares of Issuer Common Stock to be issued upon due
exercise of the Option,  including all additional  shares of Issuer Common Stock
or other  securities  which may be issuable  pursuant to Section 7 hereof,  upon
issuance  pursuant  hereto,  shall be duly and validly  issued,  fully paid, and
nonassessable,  and  shall be  delivered  free and clear of all  liens,  claims,
charges,  and  encumbrances  of any kind or  nature  whatsoever,  including  any
preemptive rights of any shareholder of Issuer.

     6. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee hereby represents and
warrants to Issuer that:

         (a) Grantee has all  requisite  corporate  power and authority to enter
into this  Agreement  and,  subject to its  obtaining  any approvals or consents
referred to herein,  to consummate the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action on the part of Grantee.  This Agreement has been duly executed
and delivered by Grantee.

         (b) Grantee  represents  that it is acquiring  the Option for Grantee's
own  account  and not  with a view  to,  or for  sale in  connection  with,  any
distribution of the Option or the Option Shares.  Grantee  represents that it is
aware  that  neither  the  Option  nor the  Option  Shares is the  subject  of a
registration  statement  filed with and  declared  effective  by the  Commission
pursuant to Section 5 of the  Securities  Act, but instead each is being
offered  in  reliance  upon  the  exemption  from the  registration  requirement
provided by Section 4(2) thereof and the  representations and warranties
made by Grantee in connection  therewith.  Grantee  represents  that neither the
Option nor the Option Shares will be transferred or otherwise disposed of except
in a transaction  registered or exempt from  registration  under the  Securities
Laws, and that with respect to any transfer or other disposition  proposed to be
made in reliance  upon an exemption  from  registration,  such transfer or other
disposition  shall not be made unless Virginia Capital first receives an opinion
of counsel in form and  substance  reasonably  acceptable  to it  regarding  the
availability of such exemption.


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     7.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

         (a) In the event of any  change in Issuer  Common  Stock by reason of a
stock dividend, stock split, split-up,  recapitalization,  combination, exchange
of shares or similar  transaction,  the type and number of shares or  securities
subject  to the  Option  and the  Purchase  Price  therefor  shall  be  adjusted
appropriately,  and proper  provision shall be made in the agreements  governing
such transaction so that Holder shall receive,  upon exercise of the Option, the
number and class of shares or other  securities  or property  that Holder  would
have received in respect of Issuer Common Stock if the Option had been exercised
immediately prior to such event, or the record date therefor, as applicable.  If
any  additional  shares of Issuer Common Stock are issued after the date of this
Agreement  (other than pursuant to an event  described in the first  sentence of
this Section  7(a)),  the number of shares of Issuer Common Stock subject to the
Option  shall be adjusted so that,  after such  issuance,  it, when added to the
number of shares of Issuer  Common  Stock  previously  issued  pursuant  hereto,
equals  19.9% of the number of shares of Issuer  Common  Stock  then  issued and
outstanding,  without giving effect to any shares subject to or issued  pursuant
to the Option.

         (b) In the event that Issuer  shall enter into an  agreement  (prior to
termination  of the Option  pursuant  to  Section 3(a)  hereof):  (i) to
consolidate  with or merge into any  person,  other  than  Grantee or one of its
Subsidiaries, and Issuer shall not be the continuing or surviving corporation of
such consolidation or merger;  (ii) to permit any person,  other than Grantee or
one of  its  Subsidiaries,  to  merge  into  Issuer,  and  Issuer  shall  be the
continuing or surviving  corporation,  but, in connection with such merger,  the
then  outstanding  shares  of  Issuer  Common  Stock  shall be  changed  into or
exchanged for stock or other securities of Issuer or any other person or cash or
any other property or the outstanding  shares of Issuer Common Stock immediately
prior to such  merger  shall after such  merger  represent  less than 50% of the
outstanding shares and share equivalents of the merged company;  (iii) to permit
any person, other than Grantee or one of its Subsidiaries, to acquire all of the
outstanding  shares  of  Issuer  Common  Stock  pursuant  to a  statutory  share
exchange;  or (iv) to sell or otherwise transfer all or substantially all of its
assets to any person,  other than Grantee or one of its Subsidiaries,  then, and
in each such case, the agreement  governing such  transaction  shall make proper
provisions  so  that  the  Option  shall,  upon  the  consummation  of any  such
transaction  and upon the terms and  conditions  set forth herein,  be converted
into, or exchanged for, an option (the "Substitute  Option"), at the election of
Grantee,  deemed  granted by either (x) the  Acquiring  Corporation  (as defined
below),  (y) any person that controls the Acquiring  Corporation,  or (z) in the
case of a merger described in clause (ii), the Issuer (in each case, such person
being referred to as the "Substitute Option Issuer").

         (c) The  Substitute  Option  shall have the same  terms as the  Option,
provided that, if the terms of the Substitute Option cannot,  for legal reasons,
be identical to those of the Option,  such terms shall be as similar as possible
and in no event less advantageous to Grantee. The Substitute Option Issuer shall
also enter into an agreement  with the  then-holder or holders of the Substitute
Option in substantially  the same form as this Agreement,  which agreement shall
be applicable to the Substitute Option.


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         (d) The  Substitute  Option  shall be  exercisable  for such  number of
shares of the Substitute  Common Stock (as  hereinafter  defined) as is equal to
the Assigned Value (as hereinafter  defined)  multiplied by the number of shares
of the Issuer  Common  Stock for which the Option was  theretofore  exercisable,
divided by the Average Price (as hereinafter defined). The exercise price of the
Substitute  Option per share of the  Substitute  Common  Stock (the  "Substitute
Purchase  Price")  shall then be equal to the  Purchase  Price  multiplied  by a
fraction  in which the  numerator  is the number of shares of the Issuer  Common
Stock for which the Option was  theretofore  exercisable  and the denominator is
the number of shares for which the Substitute Option is exercisable.

         (e)  The following terms have the meanings indicated:

              (i) "Acquiring Corporation" shall mean the continuing or surviving
     corporation  of a  consolidation  or merger  with  Issuer  (if  other  than
     Issuer),  Issuer in a merger in which Issuer is the continuing or surviving
     person, the corporation that shall acquire all of the outstanding shares of
     Issuer  Common  Stock  pursuant  to a  statutory  share  exchange,  or  the
     transferee  of all or  substantially  all of the  Issuer's  assets  (or the
     assets of its Subsidiaries).

              (ii)"Substitute  Common  Stock" shall mean the common stock issued
     by the Substitute Option Issuer upon exercise of the Substitute Option.

              (iii) "Assigned Value" shall mean the highest of (x) the price per
     share of the Issuer Common Stock at which a Tender Offer or Exchange  Offer
     therefor has been made by any person  (other than  Grantee),  (y) the price
     per share of the Issuer  Common Stock to be paid by any person  (other than
     the  Grantee)  pursuant to an agreement  with  Issuer,  and (z) the highest
     closing  sales price per share of Issuer  Common Stock quoted on the Nasdaq
     National Market System within the six-month  period  immediately  preceding
     the  agreement;  provided,  that in the event of a sale of less than all of
     Issuer's  assets,  the Assigned Value shall be the sum of the price paid in
     such sale for such assets and the  current  market  value of the  remaining
     assets  of Issuer  as  determined  by a  nationally  recognized  investment
     banking  firm  selected  by Grantee  (or by a majority  in  interest of the
     Grantees if there  shall be more than one Grantee (a "Grantee  Majority")),
     divided by the number of shares of the Issuer Common Stock  outstanding  at
     the time of such sale. In the event that an exchange  offer is made for the
     Issuer  Common  Stock or an  agreement  is  entered  into  for a merger  or
     consolidation  involving  consideration  other than cash,  the value of the
     securities or other  property  issuable or  deliverable in exchange for the
     Issuer  Common  Stock  shall  be  determined  by  a  nationally  recognized
     investment  banking  firm  mutually  selected  by Grantee and Issuer (or if
     applicable,  Acquiring  Corporation).  (If  there  shall  be more  than one
     Grantee, any such selection shall be made by a Grantee Majority.)

              (iv)"Average  Price"  shall mean the  average  closing  price of a
     share of the Substitute  Common Stock for the one-year  period  immediately
     preceding


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     effectiveness  of the  consolidation,  merger,  share  exchange  or sale in
     question,  but in no event  higher than the closing  price of the shares of
     the Substitute  Common Stock on the day preceding the effectiveness of such
     consolidation,  merger, share exchange or sale; provided, that if Issuer is
     the issuer of the  Substitute  Option,  the Average Price shall be computed
     with  respect  to a share of common  stock  issued by  Issuer,  the  person
     merging into Issuer or by any company  which  controls or is  controlled by
     such merger person, as Grantee may elect.

         (f) In no event  pursuant to any of the  foregoing  sections  shall the
Substitute  Option be  exercisable  for more than 19.9% of the  aggregate of the
shares of the  Substitute  Common  Stock  outstanding  prior to  exercise of the
Substitute  Option. In the event that the Substitute Option would be exercisable
for more than 19.9% of the  aggregate of the shares of  Substitute  Common Stock
but for this clause (f), the Substitute  Option Issuer shall make a cash payment
to Grantee equal to the excess of (i) the value of the Substitute Option without
giving  effect to the  limitation  in this clause (f) over (ii) the value of the
Substitute Option after giving effect to the limitation in this clause (f). This
difference in value shall be determined  by a nationally  recognized  investment
banking firm selected by Grantee (or a Grantee Majority).

         (g) Issuer shall not enter into any transaction described in subsection
(b) of this  Section 7 unless the Acquiring  Corporation  and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer  hereunder  and take all other  actions that may be necessary so that the
provisions of this Section 7 are given full force and effect  (including,
without  limitation,  any  action  that may be  necessary  so that the shares of
Substitute  Common  Stock  are in no way  distinguishable  from or  have  lesser
economic value than other shares of common stock issued by the Substitute Option
Issuer).

         (h) The provisions of Sections 8, 9, 10 and 11 hereof shall apply, with
appropriate  adjustments,  to  any  securities  for  which  the  Option  becomes
exercisable pursuant to this Section 7 and, as applicable,  references in
such sections to "Issuer,"  "Option," "Purchase Price" and "Issuer Common Stock"
shall be deemed to be  references to  "Substitute  Option  Issuer,"  "Substitute
Option,"   "Substitute   Purchase   Price"  and   "Substitute   Common   Stock,"
respectively.

     8.  REPURCHASE AT THE OPTION OF HOLDER.

         (a) Subject to the last sentence of Section 3(a) hereof, at the
request  of  Holder  at any time  commencing  upon  the  first  occurrence  of a
Repurchase  Event (as  defined  in  Section 8(d))  and  ending 12 months
immediately  thereafter,  Issuer shall repurchase from Holder the Option and all
shares of Issuer Common Stock  purchased by Holder  pursuant hereto with respect
to  which  Holder  then has  beneficial  ownership.  The  date on  which  Holder
exercises its rights under this  Section 8 is referred to as the "Request
Date." Such  repurchase  shall be at an aggregate price (the  "Section 8
Repurchase Consideration") equal to the sum of:


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              (i)   the aggregate Purchase Price paid by Holder for any shares
      of Issuer Common Stock acquired by Holder pursuant to the Option with
      respect to which Holder then has beneficial ownership;

              (ii)  the  excess,  if any, of (x) the  Applicable  Price (as
      defined below) for each share of Issuer Common Stock over (y) the Purchase
      Price (subject to adjustment pursuant to Section 7), multiplied by the
      number of shares of Issuer Common Stock with respect to which the Option
      has not been exercised; and

              (iii) the  excess, if any, of the Applicable Price over the
      Purchase Price (subject to adjustment pursuant to Section 7) paid (or, in
      the case of Option Shares with respect to which the Option has been
      exercised but the Closing Date has not occurred, payable) by Holder for
      each share of Issuer Common Stock with respect to which the Option has
      been exercised and with respect to which Holder then has beneficial
      ownership, multiplied by the number of such shares.

         (b) If Holder  exercises its rights under this Section 8, Issuer shall,
within ten business  days after the Request  Date,  pay the Section 8 Repurchase
Consideration to Holder in immediately  available  funds, and  contemporaneously
with  such  payment  Holder  shall  surrender  to  Issuer  the  Option  and  the
certificates  evidencing the shares of Issuer Common Stock purchased  thereunder
with respect to which  Holder then has  beneficial  ownership,  and Holder shall
warrant that it has sole record and beneficial ownership of such shares and that
the same are then free and clear of all liens, claims,  charges and encumbrances
of any kind whatsoever.  Notwithstanding the foregoing, to the extent that prior
notification  to or the consent or approval of any  governmental  or  regulatory
agency or  authority  is required in  connection  with the payment of all or any
portion of the Section 8 Repurchase Consideration, Holder shall have the ongoing
option to revoke its request for  repurchase  pursuant to Section 8, in whole or
in part, or to require that Issuer deliver from time to time that portion of the
Section 8 Repurchase Consideration that it is not then so prohibited from paying
and  promptly  file  the  required   notice  or  application  for  approval  and
expeditiously process the same (and each party shall cooperate with the other in
the  filing of any such  notice or  application  and the  obtaining  of any such
approval),  in  which  case the ten  business  day  period  of time  that  would
otherwise run pursuant to the preceding  sentence for the payment of the portion
of the Section 8  Repurchase  Consideration  shall run instead  from the date on
which, as the case may be, any required  notification period has expired or been
terminated  or such  approval  has been  obtained  and,  in  either  event,  any
requisite  waiting period shall have passed.  If any  governmental or regulatory
agency or  authority  disapproves  of any part of Issuer's  proposed  repurchase
pursuant to this  Section 8, Issuer shall  promptly  give notice of such fact to
Holder.  If any  governmental  or regulatory  agency or authority  prohibits the
repurchase  in part but not in whole,  then  Holder  shall have the right (i) to
revoke the repurchase  request or (ii) to the extent permitted by such agency or
authority,  determine  whether the repurchase  should apply to the Option and/or
Option Shares and to what extent to each,  and Holder shall  thereupon  have the
right to  exercise  the Option as to the  number of Option  Shares for which the
Option was  exercisable at the Request Date less the sum of the number of shares
covered  by the Option in respect of which  payment  has


                                       9

<PAGE> 10


been made pursuant to Section  8(a)(ii) and the number of shares  covered by the
portion of the Option (if any) that has been  repurchased.  Holder  shall notify
Issuer of its  determination  under the preceding  sentence within five business
days of receipt of notice of disapproval of the repurchase.

              Notwithstanding  anything herein to the contrary,  all of Holder's
rights under this Section 8 shall terminate on the date of termination of
this Option pursuant to Section 3(a) hereof.

         (c) For purposes of this Agreement,  the  "Applicable  Price" means the
highest of (i) the highest  price per share of Issuer  Common Stock paid for any
such share by the person or groups described in Section 8(d)(i) hereof, (ii) the
price per share of Issuer  Common  Stock  received  by holders of Issuer  Common
Stock in connection  with any merger or other business  combination  transaction
described in Sections 7(b)(i), 7(b)(ii),  7(b)(iii) or 7(b)(iv) hereof, or (iii)
the highest  closing  sales price per share of Issuer Common Stock quoted on the
Nasdaq  National  Market (or if Issuer  Common Stock is not quoted on the Nasdaq
National  Market,  the  highest  bid price per share as quoted on the  principal
trading  market or  securities  exchange  on which  such  shares  are  traded as
reported by a recognized  source  chosen by Holder)  during the 60 business days
preceding the Request Date;  PROVIDED,  HOWEVER,  that in the event of a sale of
less than all of Issuer's  assets,  the Applicable Price shall be the sum of the
price paid in such sale for such  assets  and the  current  market  value of the
remaining assets of Issuer as determined by an independent nationally recognized
investment  banking firm selected by Holder and reasonably  acceptable to Issuer
(which  determination  shall be conclusive for all purposes of this  Agreement),
divided by the number of shares of the Issuer  Common Stock  outstanding  at the
time of such sale. If the consideration to be offered, paid or received pursuant
to either of the foregoing  clauses (i) or (ii) shall be other than in cash, the
value of such consideration  shall be determined in good faith by an independent
nationally  recognized investment banking firm selected by Holder and reasonably
acceptable to Issuer,  which  determination shall be conclusive for all purposes
of this Agreement.

         (d) As used herein,  "Repurchase  Event" shall occur if (i) any
person (other than Grantee or any Subsidiary of Grantee) or "group"  (within the
meaning of the Exchange Act) shall have acquired beneficial  ownership of 50% or
more of the  then-outstanding  shares of Issuer Common Stock, or (ii) any
of the transactions described in Section 7(b)(i),  7(b)(ii), 7(b)(iii) or
7(b)(iv) shall be consummated.

     9.  REGISTRATION RIGHTS.

         (a) For a period  of 24  months  following  termination  of the  Merger
Agreement,  Issuer shall,  subject to the conditions of subsection (c) below, if
requested by any Holder,  including Grantee and any permitted  transferee of the
Option Shares ("Selling Holder"),  as expeditiously as possible prepare and file
a  registration  statement  under the  Securities  Laws if necessary in order to
permit the sale or other disposition of any or all shares of Issuer Common Stock
or other securities that have been acquired by or are issuable to Selling Holder
upon  exercise of the Option in accordance  with the


                                       10

<PAGE> 11



intended  method of sale or other  disposition  stated by the Selling  Holder in
such request,  including,  without limitation,  a "shelf" registration statement
under Rule 415 under the Securities Act or any successor  provision,  and Issuer
shall use its best efforts to qualify such shares or other  securities  for sale
under any applicable state securities laws.

         (b) If Issuer at any time after the exercise of the Option  proposes to
register  any  shares of  Issuer  Common  Stock  under  the  Securities  Laws in
connection  with an  underwritten  public  offering of such Issuer Common Stock,
Issuer will  promptly  give written  notice to Holder of its  intention to do so
and,  upon the written  request of Holder given within 30 days after  receipt of
any such  notice  (which  request  shall  specify the number of shares of Issuer
Common Stock  intended to be included in such  underwritten  public  offering by
Selling Holder),  Issuer will cause all such shares,  the holders of which shall
have  requested  participation  in such  registration,  to be so registered  and
included in such underwritten public offering;  PROVIDED,  that Issuer may elect
to cause any such shares not to be so registered (i) if the underwriters in good
faith object for a valid business reason,  or (ii) in the case of a registration
solely to implement a dividend reinvestment or similar plan, an employee benefit
plan or a registration filed on Form S4 or any successor form, or a registration
filed on a form  which  does  not  permit  registration  of  resales;  PROVIDED,
FURTHER, that such election pursuant to clause (i) may be made only one time. If
some but not all the shares of Issuer Common Stock, with respect to which Issuer
shall have received  requests for registration  pursuant to this subsection (b),
shall  be  excluded  from  such  registration,  Issuer  shall  make  appropriate
allocation of shares to be registered among Selling Holders and any other person
(other  than  Issuer or any  person  exercising  demand  registration  rights in
connection with such  registration)  who or which is permitted to register their
shares of Issuer Common Stock in connection with such  registration  PRO RATA in
the  proportion  that the number of shares  requested to be  registered  by each
Selling Holder bears to the total number of shares requested to be registered by
all persons then desiring to have Issuer Common Stock registered for sale.

         (c) Issuer shall use all reasonable  efforts to cause each registration
statement  referred to in subsection (a) above to become effective and to obtain
all consents or waivers of other parties which are required therefor and to keep
such  registration  statement  effective,  PROVIDED,  that  Issuer may delay any
registration  of Option Shares  required  pursuant to subsection (a) above for a
period  not  exceeding  90 days in the event  that  Issuer  shall in good  faith
determine  that any such  registration  would  adversely  affect an  offering or
contemplated  offering of other  securities  by Issuer,  and Issuer shall not be
required  to  register  Option  Shares  under the  Securities  Laws  pursuant to
subsection (a) above:

              (i)   prior to the occurrence of a Purchase Event;

              (ii)  on more than two occasions;

              (iii) more than once during any calendar year;


                                       11

<PAGE> 12


              (iv)  within  90 days after the effective  date of a  registration
     referred to in subsection (b) above  pursuant to which the Selling  Holders
     concerned  were afforded the  opportunity to register such shares under the
     Securities Laws and such shares were registered as requested; and

              (v) unless a request therefor is made to Issuer by Selling Holders
     holding at least 25% or more of the aggregate  number of Option Shares then
     outstanding.

              In  addition  to the  foregoing,  Issuer  shall not be required to
maintain the effectiveness of any registration statement after the expiration of
nine months from the effective date of such registration statement. Issuer shall
use all reasonable  efforts to make any filings,  and take all steps,  under all
applicable  state  securities laws to the extent necessary to permit the sale or
other  disposition  of the Option Shares so  registered  in accordance  with the
intended method of distribution for such shares, PROVIDED, that Issuer shall not
be required to consent to general  jurisdiction or qualify to do business in any
state where it is not otherwise  required to so consent to such  jurisdiction or
to so qualify to do business.

         (d) Except where applicable  state law prohibits such payments,  Issuer
will  pay  all  expenses   (including  without  limitation   registration  fees,
qualification  fees, blue sky fees and expenses (including the fees and expenses
of counsel),  accounting expenses, legal expenses, including reasonable fees and
expenses of one counsel to the Selling  Holders  whose  Option  Shares are being
registered,  printing expenses,  reasonable expenses of underwriters,  excluding
discounts and commissions but including liability insurance if Issuer so desires
or the  underwriters  so require,  and the  reasonable  fees and expenses of any
necessary  special  experts) in connection  with each  registration  pursuant to
subsection  (a) or (b)  above  (including  the  related  offerings  and sales by
Selling  Holders)  and all other  qualifications,  notifications  or  exemptions
pursuant to subsection (a) or (b) above.  Underwriting discounts and commissions
relating  to Option  Shares  and any other  expenses  incurred  by such  Selling
Holders in connection with any such registration  shall be borne by such Selling
Holders.

         (e) In connection  with any  registration  under  subsection (a) or (b)
above  Issuer  hereby  indemnifies  the Selling  Holders,  and each  underwriter
thereof,  including each person, if any, who controls such holder or underwriter
within the  meaning of  Section 15 of the  Securities  Act,  against all
expenses, losses, claims, damages and liabilities caused by any untrue statement
of a material  fact  contained in any  registration  statement or  prospectus or
notification  or offering  circular  (including  any  amendments or  supplements
thereto)  or any  preliminary  prospectus,  or caused by any  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  except insofar as such  expenses,  losses,
claims,  damages  or  liabilities  of such  indemnified  party are caused by any
untrue  statement or alleged  untrue  statement or omission or alleged  omission
that was included by Issuer in any such registration  statement or prospectus or
notification  or offering  circular  (including  any  amendments or  supplements
thereto) in reliance  upon and in  conformity  with,  information  furnished  in
writing to Issuer by such  indemnified  party  expressly  for use  therein,  and
Issuer and each  officer,  director  and  controlling  person of Issuer shall be
indemnified by such Selling Holder, or by such underwriter,  as the case may be,
for all such expenses,  losses,  claims,  damages and liabilities  caused by any
untrue or alleged  untrue  statement  or omission or alleged  omission  that was
included  by  Issuer  in  any  such  registration  statement  or  prospectus  or
notification  or offering  circular  (including  any  amendments or  supplements
thereto) in reliance  upon,  and in conformity  with,


                                       12

<PAGE> 13



information  furnished in writing to Issuer by such indemnified  party expressly
for use therein, and Issuer and each officer, director and controlling person of
Issuer shall be indemnified by such Selling Holder, or by such  underwriter,  as
the case may be, for all such expenses,  losses, claims, damages and liabilities
caused by any untrue or alleged untrue statement or omission or alleged omission
that was included by Issuer in any such registration  statement or prospectus or
notification  or offering  circular  (including  any  amendments or  supplements
thereto) in reliance  upon,  and in conformity  with,  information  furnished in
writing  to  Issuer  by such  holder  or such  underwriter,  as the case may be,
expressly for such use.

              Promptly upon receipt by a party indemnified under this subsection
(e) of notice of the commencement of any action against such  indemnified  party
in  respect  of which  indemnity  or  reimbursement  may be sought  against  any
indemnifying  party under this  subsection  (e),  such  indemnified  party shall
notify the indemnifying party in writing of the commencement of such action, but
the  failure so to notify the  indemnifying  party  shall not  relieve it of any
liability  which it may  otherwise  have to any  indemnified  party  under  this
subsection (e). In case notice of commencement of any such action shall be given
to the indemnifying  party as above provided,  the  indemnifying  party shall be
entitled  to  participate  in and, to the extent it may wish,  jointly  with any
other  indemnifying  party  similarly  notified,  to assume the  defense of such
action at its own expense,  with counsel chosen by it and  satisfactory  to such
indemnified party. The indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof,  but the fees
and  expenses of such counsel  (other than  reasonable  costs of  investigation)
shall be paid by the indemnified party unless (i) the indemnifying  party agrees
to pay them,  (ii) the  indemnifying  party  fails to assume the defense of such
action  with  counsel  satisfactory  to the  indemnified  party,  or  (iii)  the
indemnified  party has been advised by counsel  that one or more legal  defenses
may be available to the indemnifying  party that may be contrary to the interest
of the indemnified party, in which case the indemnifying party shall be entitled
to assume the defense of such action notwithstanding its obligation to bear fees
and  expenses of such  counsel.  No  indemnifying  party shall be liable for any
settlement  entered  into  without  its  consent,   which  consent  may  not  be
unreasonably withheld.

              If the  indemnification  provided,  for in this  subsection (e) is
unavailable  to a party  otherwise  entitled to be indemnified in respect of any
expenses,  losses,  claims,  damages or liabilities referred to herein, then the
indemnifying  party, in lieu of indemnifying such party otherwise entitled to be
indemnified,  shall contribute to the amount paid or payable by such party to be
indemnified as a result of such expenses, losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative  benefits  received
by Issuer,  all Selling  Holders and the  underwriters  from the offering of the
securities  and also the relative fault of Issuer,  all Selling  Holders and the
underwriters  in connection  with the statements or omissions  which resulted in
such expenses,  losses,  claims,  damages or  liabilities,  as well as any other
relevant  equitable  considerations.  The amount paid or payable by a party as a
result of the expenses,  losses,  claims,  damages and  liabilities  referred to
above shall be deemed to include any legal or other fees or expenses  reasonably
incurred by such party in connection with  investigating

                                       13

<PAGE> 14


or defending  any action or claim;  PROVIDED,  that in no case shall any Selling
Holder be  responsible,  in the  aggregate,  for any amount in excess of the net
offering proceeds attributable to its Option Shares included in the offering. No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent  misrepresentation.  Any obligation by any
holder to indemnify shall be several and not joint with other holders.

              In connection with any registration  pursuant to subsection (a) or
(b) above,  Issuer and each Selling Holder (other than Grantee) shall enter into
an agreement containing the indemnification provisions of this subsection (e).

         (f) Issuer shall comply with all reporting requirements and will do all
such other things as may be necessary to permit the expeditious sale at any time
of any Option Shares by the Selling Holders in accordance with and to the extent
permitted by any rule or regulation  promulgated by the Commission  from time to
time,  including,  without  limitation,  Rules 144 and 144A. Issuer shall at its
expense provide the Selling Holders with any information necessary in connection
with the  completion  and filing of any reports or forms required to be filed by
them under the  Securities  Laws, or required  pursuant to any state  securities
laws or the rules of any stock exchange.

         (g) Issuer will pay all stamp taxes in connection with the issuance and
the sale of the Option Shares and in connection with the exercise of the Option,
and will save Holder harmless,  without  limitation as to time,  against any and
all liabilities, with respect to all such taxes.

     10. QUOTATION;  LISTING.  If Issuer Common Stock or any other securities to
be acquired  upon  exercise of the Option are then  authorized  for quotation or
trading  or  listing  on the  Nasdaq  National  Market or any  other  securities
exchange or any automated  quotations  system  maintained  by a  self-regulatory
organization,  Issuer  will  promptly  file  an  application,  if  required,  to
authorize  for quotation or trading or listing the shares of Issuer Common Stock
or other  securities  to be acquired  upon  exercise of the Option on the Nasdaq
National  Market or any other  securities  exchange or any automated  quotations
system  maintained  by a  self-regulatory  organization  and  will  use its best
efforts to obtain approval, if required, of such quotation or listing as soon as
practicable.

     11.  DIVISION OF OPTION.  This Agreement (and the Option granted hereby) is
exchangeable,  without expense,  at the option of Holder,  upon presentation and
surrender  of this  Agreement  at the  principal  office  of  Issuer  for  other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase in the  aggregate the same number of shares of Issuer Common
Stock purchasable  hereunder.  The terms "Agreement" and "Option" as used herein
include any other  Agreements and related  Options for which this Agreement (and
the Option granted hereby) may be exchanged.  Upon receipt by Issuer of evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this  Agreement,  and (in the case of loss,  theft or destruction) of reasonably
satisfactory  indemnification,  and  upon  surrender


                                       14


<PAGE> 15



and  cancellation  of this  Agreement,  if  mutilated,  Issuer will  execute and
deliver a new Agreement of like tenor and date. Any such new Agreement  executed
and delivered shall constitute an additional  contractual obligation on the part
of Issuer, whether or not the Agreement so lost, stolen,  destroyed or mutilated
shall at any time be enforceable by anyone.

     12. MISCELLANEOUS.

         (A) EXPENSES. Except as otherwise provided, herein, each of the parties
hereto shall bear and pay all costs and expenses incurred by it or on its behalf
in connection with the transactions  contemplated hereunder,  including fees and
expenses of its own financial consultants,  investment bankers,  accountants and
counsel.

         (B) WAIVER AND AMENDMENT. Any provision of this Agreement may be waived
at any time by the party that is  entitled to the  benefits  of such  provision.
This Agreement may not be modified, amended, altered or supplemented except upon
the  execution  and  delivery  of a written  agreement  executed  by the parties
hereto.

         (C) ENTIRE AGREEMENT; NO THIRD-PARTY  BENEFICIARY;  SEVERABILITY.  This
Agreement,  together  with the  Merger  Agreement  and the other  documents  and
instruments  referred  to herein and  therein,  between  Grantee  and Issuer (a)
constitutes  the  entire  agreement  and  supersedes  all prior  agreements  and
understandings,  both written and oral,  between the parties with respect to the
subject  matter  hereof and (b) is not  intended to confer upon any person other
than the parties hereto (other than any  transferees of the Option Shares or any
permitted  transferee  of this  Agreement  pursuant to Section 12(h) hereof) any
rights or remedies hereunder. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  or a federal or
state  governmental  or  regulatory  agency or authority to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated. If for any reason such court or
regulatory  agency determines that the Option does not permit Holder to acquire,
or does not require  Issuer to  repurchase,  the full number of shares of Issuer
Common  Stock as provided,  in Sections 3 and 8 hereof (as adjusted  pursuant to
Section 7 hereof),  it is the  express  intention  of Issuer to allow  Holder to
acquire or to require  Issuer to repurchase  such lesser number of shares as may
be permissible without any amendment or modification hereof.

         (D) GOVERNING  LAW. This  Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of North Carolina  without
regard to any applicable  conflicts of law rules,  except to the extent that the
federal laws of the United States shall govern.

         (E) DESCRIPTIVE HEADINGS. The descriptive headings contained herein are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.


                                       15

<PAGE> 16



         (F) NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed  given if  delivered  personally,  telecopied  (with
confirmation)  or  mailed  by  registered  or  certified  mail  (return  receipt
requested) to the parties at the addresses set forth in the Merger Agreement (or
at such other address for a party as shall be specified by like notice).

         (G)  COUNTERPARTS.  This  Agreement  and any  amendments  hereto may be
executed in two counterparts, each of which shall be considered one and the same
agreement and shall become effective when both counterparts have been signed, it
being understood that both parties need not sign the same counterpart.

         (H) ASSIGNMENT; TRANSFER. Neither this Agreement nor any of the rights,
interests  or  obligations  hereunder  or under the Option  shall be assigned or
transferred  by  any of the  parties  hereto  (whether  by  operation  of law or
otherwise)  without the prior  written  consent of the other party,  except that
Grantee may assign this  Agreement to a wholly owned  subsidiary  of Grantee and
Grantee may assign or transfer  its rights  hereunder  in whole or in part after
the occurrence of a Purchase Event.  In the case of any permitted  assignment or
transfer of the Option,  Issuer shall do all things  necessary to facilitate the
same,  and the Holder to whom the Option is assigned or  transferred  shall make
the  representations  contained in Section 6 hereof (with Holder substituted for
Grantee) and shall agree in writing to the terms and conditions hereof.  Subject
to the preceding  sentence,  this Agreement shall be binding upon,  inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.

         (I) FURTHER  ASSURANCES.  In the event of any exercise of the Option by
Holder,  Issuer and Holder  shall  execute and deliver all other  documents  and
instruments and take all other action that may be reasonably  necessary in order
to consummate the transactions provided, for by such exercise.

         (J) SPECIFIC PERFORMANCE.  The parties hereto agree that this Agreement
may be enforced by either party through specific performance,  injunctive relief
and other equitable relief.  Both parties further agree to waive any requirement
for the securing or posting of any bond in connection  with the obtaining of any
such equitable relief and that this provision is without  prejudice to any other
rights  that the  parties  hereto  may  have for any  failure  to  perform  this
Agreement.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                       16

<PAGE> 17


      IN WITNESS  WHEREOF,  Issuer and Grantee  have  caused  this Stock  Option
Agreement to be signed by their respective  officers  thereunto duly authorized,
all as of the day and year first written above.

VIRGINIA CAPITAL BANCSHARES, INC.        BB&T CORPORATION


By: /s/ Samuel C. Harding, Jr.           By: /s/ John A. Allison, IV
    ----------------------------             -----------------------------------
   Name: Samuel C. Harding, Jr.            Name: John A. Allison, IV
         -----------------------                 -------------------------------
     Title: President                        Title: Chairman and Chief Executive
            --------------------                    ----------------------------
                                                    Officer
                                                    -------




                                       17