Exhibit 10F





Exhibit 10.F






2005
DECLARATION OF AMENDMENT NO. 2 TO
 BB&T CORPORATION NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION AND STOCK OPTION PLAN








          THIS
DECLARATION OF AMENDMENT NO. 2 is made effective as of the 1st day of
January, 2005, by BB&T CORPORATION (“BB&T”), to the BB&T
Corporation Non-Employee Directors’ Deferred Compensation and Stock Option
Plan (the “Plan”). 


R E C I T A L S:




          WHEREAS,
Section 3.1.3 of the Plan provides that an election by a Participant to defer
his Retainer Fee or Meeting Fees pursuant to Section 3.1.1 of the Plan must be
made at a time determined by the Committee; and 



          WHEREAS,
new Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”), which was enacted as part of the American Jobs Creation Act
of 2004, imposes new requirements on nonqualified deferred compensation plans
and will affect certain deferral elections made by Participants in 2005 under
the Plan; and 



          WHEREAS,
Question and Answer 21 of Notice 2005-1, the initial guidance on Code Section
409A published by the United States Department of the Treasury, provides that a
corporation may allow certain deferral elections for 2005 to be made on or
before March 15, 2005, if pursuant to a plan amendment adopted on or before
December 31, 2005; and 



          WHEREAS,
pursuant to Section 10 of the Plan, the Board of Directors of BB&T may amend
the Plan at any time, subject to the terms of the Plan; and 



          WHEREAS,
it is deemed advisable to amend the Plan to permit deferral elections for 2005
to be made on or before March 15, 2005 and to otherwise provide that the Plan is
intended to comply with Code Section 409A, where applicable; and 



          WHEREAS,
pursuant to previously adopted resolutions of the Board of Directors of
BB&T, Robert E. Greene was granted the authority to amend the non-qualified
deferred compensation arrangements maintained by BB&T (including but not
limited to the Plan) in order to comply with Code Section 409A and to make such
other changes as are deemed necessary or advisable under Code Section 409A; 



          NOW,
THEREFORE, IT IS DECLARED that, effective as of January 1, 2005, the Plan shall
be amended by adding a new Section 15 (“Timing of 2005 Deferrals and
Compliance with Internal Revenue Code Section 409A”) to read as follows: 



	 	“15.1  
Timing of 2005 Deferrals — The requirements of Section 3.1.3
relating to the timing of deferral elections shall not apply to any deferral
elections for 2005 made on or before March 15, 2005, provided that (a) the
amounts to which the deferral election relates have not been paid or become
payable at the time of the election, (b) the Plan was in existence on or before
December 31, 2004, (c) the elections to defer compensation are made in
accordance with the terms of the Plan as in effect on December 31, 2005 (other
than a requirement to make a deferral election after March 15, 2005), (d) the
Plan is otherwise operated in accordance with the requirements of Section 409A
of the Code with respect to deferrals subject to Section 409A, and (e) the Plan
is amended to comply with Section 409A in accordance with the statute and
related regulations and other guidance. 












	 	15.2  
Compliance with Code Section 409A — Notwithstanding any other
provision in the Plan or any agreement to the contrary, if and to the extent
that Section 409A of the Code is deemed to apply to the Plan, it is the general
intention of BB&T that the Plan shall comply with Code Section 409A, related
regulations or other guidance, and the Plan shall, to the extent practicable, be
construed in accordance therewith. Without in any way limiting the effect of the
foregoing, in the event that Code Section 409A, related regulations or other
guidance require that any special terms, provisions, or conditions be included
in the Plan, then such terms, provisions and conditions shall, to the extent
practicable, be deemed to be made a part of the Plan. Further, in the event that
the Plan shall be deemed not to comply with Code Section 409A or any other
related regulations or other guidance, then neither BB&T, the Board of
Directors of BB&T, the Compensation Committee of the Board, nor their
designees or agents shall be liable to any person for actions, decisions or
determinations made in good faith.” 







          IN
WITNESS WHEREOF, this Declaration of Amendment No. 2 is executed on behalf of BB&T
Corporation effective as of the day and year first above written. 


		
	 	 	          BB&T CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	 	By:     /S/ Robert E. Greene       	 
	 	 	          Robert E. Greene	 
	 			









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