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                                                                  Exhibit 10(q)

                               BB&T CORPORATION
                             AMENDED AND RESTATED
                        1996 SHORT-TERM INCENTIVE PLAN

  1. The Plan. The purpose of the BB&T Corporation Amended and Restated 1996
Short-Term Incentive Plan (formerly, the 1996 Amended and Restated Southern
National Corporation Short-Term Incentive Plan) (the "Plan") is to provide
select key executives of BB&T Corporation or an affiliate thereof
(collectively, the "Company") with cash awards (the "Awards") based upon
attainment of preestablished, objective performance goals, thereby promoting a
closer identification of the participating employees' interests with the
interests of the Company and its shareholders, and further stimulating such
employees' efforts to enhance the efficiency, profitability, growth and value
of the Company.

  2. Plan Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company or a subcommittee thereof
(the "Committee"). To the extent required by Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), each member of the Committee
(or subcommittee of the Committee) shall be an "outside director" as defined
in Section 162(m) and related regulations. The Committee shall have full
authority to interpret and administer the Plan and establish rules and
regulations for the administration of the Plan. Any actions of the Committee
may be taken by a written instrument signed by all of the members of the
Committee and such action so taken by written consent shall be as fully
effected as if it had been taken by a majority of the members at a meeting
duly held and called. The decisions and determinations of the Committee in all
matters regarding the Plan shall be in its sole discretion. Any decision made,
or action taken, by the Committee in connection with the administration of the
Plan shall be final, binding and conclusive. No member of the Committee shall
be liable for any action, determination or decision made in good faith with
respect to the Plan or any Award paid under it. Notwithstanding the foregoing,
the Committee may delegate the administration of the Plan to one or more of
its designees, but only with respect to matters regarding participants who are
not in the executive management class. The "executive management class" shall
include such members of executive management of the Company who are otherwise
eligible to participate in the Plan and are approved from time to time by the
Committee as members of such class. All matters regarding the participants in
the executive management class shall be the sole responsibility of the
Committee.

  3. Eligibility. The participants in the Plan (collectively, the
"Participants" or individually, a "Participant") shall be those key executives
of the Company who are designated each year as Participants by the Committee.
With respect to members of the executive management class, such designation
shall be made during the first 90 days of each calendar year and before 25% of
relevant performance period has passed. Participation in the Plan in any one
calendar year does not guarantee that a key executive will be selected to
participate in the Plan in any following calendar year.

  4. Size of Awards. Each calendar year, the Committee shall establish a
target award (the "Target Award") for each Participant in the Plan, which
shall be expressed as a percentage of his "Base Compensation." For this
purpose, "Base Compensation" means the base compensation (including salary and
all other regular base pay, but excluding incentive compensation, bonuses, and
other similar compensation actually paid to the Participant during the
calendar year; provided, however, that the Base Compensation of a Participant
who is in the executive management class shall not exceed the limit
established by the Committee (the "Base Compensation Limit"). If and to the
extent the performance goals established for the Participant by the Committee
pursuant to Section 5 are met, the Participant's Award shall range from the
amount of his "Threshold Award" to the amount of his "Superior Award." A
Participant's "Threshold Award" shall be equal to 25 percent of his Target
Award, his Target Award shall be equal to no more than 125% of his Base
Compensation and his Superior Award shall be equal to a maximum percentage
(the "Maximum Percentage") not to exceed 225% of his Target Award. The Target
Award of each Participant or class of Participants (e.g., the executive
management class), the Maximum Percentage and the Base Compensation Limit
shall be established in writing

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by the Committee during the first 90 days of each calendar year while the
outcome is substantially uncertain and before 25% of the relevant performance
period has passed.

  5. Establishment of Performance Goals. A Participant's Award, if any, shall
be earned based on the attainment of written performance objectives approved
by the Committee. In the case of the executive management class, such
performance objectives shall be established by the Committee (i) while the
outcome for the performance period is substantially uncertain and (ii) no more
than 90 days after the commencement of the performance period to which the
performance objective relates, or if less than 90 days, the number of days
which is equal to 25% of the relevant performance period. The performance
goals established for each Participant or class of Participants (e.g., the
executive management class) shall be attached hereto as an Exhibit following
establishment thereof. The following rules and guidelines shall apply in
establishing performance goals:

    a. Types of performance. The performance goals established by the
  Committee shall be based on one or more performance measures that apply to
  the Participant alone ("Individual Performance"), the Participant's
  business unit/function performance ("Business Unit/Function Performance"),
  the Company as a whole ("Corporate Performance"), or any combination of
  Individual Performance, Business Unit/Function Performance or Corporate
  Performance. If a Participant's performance goals are based on a
  combination of Individual Performance, Business Unit/Function Performance
  or Corporate Performance, the Committee shall weight the importance of each
  type of performance that applies to such Participant by assigning a
  percentage to it (the "Weighted Percentage"). In no event shall the
  aggregate Weighted Percentages exceed 100 percent.

    b. Performance measures. The Committee shall establish the performance
  measures that apply to Individual Performance, Business Unit/Function
  Performance and Corporate Performance.

      (i) Individual Performance. The performance measures for Individual
    Performance shall be established separately for each Participant whose
    performance goals are based in whole or in part on Individual
    Performance. Such performance measures shall be based on such business
    criteria as process improvement, sales, loan growth, deposit growth and
    expense management.

      (ii) Business Unit/Function Performance. The performance measures for
    Business Unit/ Function Performance shall be established separately for
    each Participant whose performance goals are based in whole or in part
    on Business Unit/Function Performance. Such performance measures shall
    be based on such business criteria as achievement of financial or non-
    financial goals, growth and market share.

      (iii) Corporate Performance. The performance measures for Corporate
    Performance shall be established based on such factors as stock price,
    market share, sales, earnings per share, return on equity, return on
    average assets or expense management.

    If more than one business criteria is used as a performance measure for
    a type of performance (e.g., Corporate Performance), the Committee
    shall weight the importance of each business criteria by assigning a
    percentage to it. In no event shall the aggregate percentages exceed
    100 percent.

    c. Levels of performance. The Committee shall establish a threshold,
  target and superior level of performance with respect to each measure of
  performance. A Performance Value shall be assigned to each such level of
  performance as follows:

<TABLE>
<CAPTION>
            Level of Performance                        Performance Value
            --------------------                        -----------------
         <S>                                       <C>
         Threshold Performance                     25% of Target Award
         Target Performance Award                  No more than 125% of Target
         Superior Performance Award                No more than 225% of Target
</TABLE>

    Interpolation shall be used to determine the Performance Value
    associated with performance between the threshold, target and superior
    performance levels. Performance below the threshold level shall have a
    0 value and performance at or above the superior level shall have a
    value equal to the Maximum Percentage.

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  6. Determination and Payment of Awards. The determination of the Award (if
any) payable to a Participant shall be made as soon as practicable as of the
end of each calendar year by the Committee. The amount of the Award shall be
determined in accordance with the following formula:

                      (AxBxC) + (AxDxE) + (AxFxG) = Award

  where:

    (A)  is the Participant's Target Award;

    (B)  is the Participant's Weighted Percentage (if any) for Individual
         Performance;

    (C)  is the Performance Value assigned to the level of performance
         attained by the Participant for Individual Performance;

    (D)  is the Participant's Weighted Percentage (if any) for Business
         Unit/Function Performance;

    (E)  is the Performance Value assigned to the level of performance
         attained by the Participant for Business Unit/Function
         Performance;

    (F)  is the Participant's Weighted Percentage (if any) for Corporate
         Performance; and

    (G)  is the Performance Value assigned to the level of performance
         attained by the Participant for Corporate Performance.

  Notwithstanding the foregoing formula, however, in no event may the amount
  of a Participant's Award for any calendar year exceed 2.8125 times the
  Participant's Base Compensation for the calendar year.

  The Award, if any, earned by a Participant with respect to a calendar year
shall be paid to him in cash as soon as practicable following the
determination of the Award and the Committee's written certification that the
Participant achieved his performance goals. The Award may be paid in lump sum
or in installments or on a deferred basis, in the Committee's discretion. The
Committee shall not have any discretion to increase the amount of an Award
otherwise earned and payable pursuant to the terms of the Plan to a
Participant who is a member of the executive management class. The Committee
shall have the discretion to reduce or eliminate the amount of an Award
otherwise earned and payable pursuant to the terms of the Plan to any
Participant. No Award shall be paid to a Participant if his performance is
below the threshold level of performance established by the Committee.

  7. Termination For Reasons Other Than Death, Disability or Retirement. If a
Participant's employment with the Company is terminated for any reason other
than death, disability or retirement during a calendar year, he shall forfeit
his right to receive any Award under this Plan, except that the Committee may
elect, in its sole and absolute discretion, to pay an Award to such
Participant based on his performance and Base Compensation for that portion of
the calendar year during which he was employed.

  8. Termination Due to Death, Disability or Retirement. If a Participant's
employment with the Company is terminated during a calendar year by reason of
death, disability or retirement, and the Participant has been actively
employed by the Company for a minimum of six (6) calendar months during such
calendar year, he shall be eligible for an Award based on his performance and
Base Compensation for that portion of the calendar year in which he was
employed. The determination and payment of such Award shall be made by the
Committee at the end of such calendar year in the manner described in Section
6. If a Participant shall terminate employment during the calendar year for
any reason with less than six (6) calendar months of employment, he shall
forfeit his right to receive any Award under this Plan, except that the
Committee may elect, in its sole and absolute discretion, to pay an Award to
such Participant based on his performance and Base Compensation for that
portion of the calendar year during which he was employed.

  9. Change in Control. Notwithstanding any other provision in the Plan to the
contrary, in the event of a Change in Control (as defined in the Company's
1995 Omnibus Stock Incentive Plan, as amended), the Committee in its sole
discretion and without liability to any person may take such actions, if any,
as it deems

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necessary or advisable with respect to any Award, including, without
limitation, (i) the acceleration of payment of an Award, (ii) the payment of a
cash amount in exchange for the cancellation of an Award and/or (iii) the
requiring of the issuance of substitute Awards that will substantially
preserve the value, rights and benefits of any affected Awards previously
granted hereunder; provided, however, that the Committee may not exercise any
discretion under the Plan to reduce the amount payable in respect of any Award
relating to a calendar year which ended prior to the date of such Change in
Control but which Award had not been paid out at the time of the Change in
Control and such Awards shall be paid out entirely in cash as promptly as
practicable following the Change in Control, unless this right has been waived
by the Participant.

  10. No Right to Employment. Nothing contained in this Plan or any action
taken pursuant to the Plan shall be construed as conferring upon any
Participant the right or imposing upon him the obligation to continue in the
employment of the Company, nor shall it be construed as imposing upon the
Company the obligation to continue to employ the Participant.

  11. Amendments. The Board of Directors of the Company may amend, discontinue
or terminate the Plan in whole or in part at any time; provided, that no such
action shall adversely affect any Award earned and payable under the Plan as
of the date of such amendment or termination without the Participant's
consent; provided, however, that the Board may amend the Plan in such manner
as it deems necessary to permit the granting of Awards meeting the
requirements of Section 162(m) of the Code or other applicable laws.

  12. Effective Date. The Plan, as amended and restated, shall become
effective on February 27, 2001, subject to the approval by the shareholders of
the Company of certain performance criteria as required by Section 162(m) and
related regulations.

  13. Miscellaneous.

    a. Taxes; Offset. Any tax required to be withheld by any government
  authority shall be deducted from each Award. The Committee, in its sole
  discretion (but subject to applicable law), may apply any amounts payable
  to any Participant hereunder as a setoff to satisfy any liabilities owed to
  the Company by the Participant.

    b. Nonassignability. Awards and any other rights under the Plan shall not
  be subject to anticipation, alienation, pledge, transfer or assignment by
  any person entitled thereto, except by designation of a beneficiary or by
  will or the laws of descent and distribution.

    c. No Trust; Unfunded Plan. The obligation of the Company to make
  payments hereunder shall constitute a liability of the Company to the
  Participants. Such payments shall be made from the general funds of the
  Company, and the Company shall not be required to establish or maintain any
  special or separate fund, or otherwise to segregate assets to assure that
  such payments shall be made, and neither the Participants nor their
  beneficiaries shall have any interest in any particular assets of the
  Company by reason of its obligations hereunder. Nothing contained in this
  Plan shall create or be construed as creating a trust of any kind or any
  other fiduciary relationship between the Company and the Participants or
  any other person. To the extent that any person acquires a right to receive
  payments from the Company hereunder, such right shall be no greater than
  the right of an unsecured creditor of the Company.

    d. Facility of Payments. If a Participant or any other person entitled to
  receive an Award under this Plan (the "recipient") shall, at the time
  payment of any such amount is due, be incapacitated so that such recipient
  cannot legally receive or acknowledge receipt of the payment, then the
  Committee, in its sole and absolute discretion, may direct that the payment
  be made to the legal guardian, attorney-in-fact or person with whom such
  recipient is residing, and such payment shall be in full satisfaction of
  the Company's obligation under the Plan with respect to such amount.

    e. Beneficiary Designation. Each Participant may designate a beneficiary
  hereunder. Such designation shall be in writing, shall be made in the form
  and manner prescribed by the Committee, and shall be effective only if
  filed with the Committee prior to the Participant's death. A Participant
  may, at any

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  time prior to his death, and without the consent of his beneficiary, change
  his designation of beneficiary by filing a written notice of such change
  with the Committee in the form and manner prescribed by the Committee. In
  the absence of a designated beneficiary, or if the designated beneficiary
  and any designated contingent beneficiary predecease the Participant, the
  beneficiary shall be the Participant's surviving spouse, or if the
  Participant has no surviving spouse, the Participant's estate.

    f. Governing Law. The Plan shall be construed and its provisions enforced
  and administered in accordance with the laws of the State of North
  Carolina, without regard to the principles of conflicts of laws.

    g. Compliance with Code Section 162(m). The Company intends that
  compensation under the Plan to covered employees (as such term is defined
  in Section 162(m) and related regulations) will constitute qualified
  "performance-based compensation" within the meaning of Section 162(m) and
  related regulations, unless otherwise determined by the Committee.
  Accordingly, the provisions of the Plan shall be administered and
  interpreted in a manner consistent with Section 162(m) and related
  regulations. If any provision of the Plan or any Award that is granted to a
  covered employee does not comply or is inconsistent with the requirements
  of Section 162(m) or related regulations, such provision shall be construed
  or deemed amended to the extent necessary to conform to such requirements,
  and no provision shall be deemed to confer upon the Committee or any other
  person discretion to increase the amount of compensation otherwise payable
  to a covered employee in connection with any such Participant's Award upon
  attainment of the applicable performance objectives.

    h. Adjustments. The Committee is authorized at any time during or after
  the completion of a calendar year, in its sole discretion, to adjust or
  modify the terms of Awards or performance objectives, or specify new
  Awards, (i) in the event of any large, special and non-recurring dividend
  or distribution, recapitalization, reorganization, merger, consolidation,
  spin-off, combination, repurchase, share exchange, forward or reverse
  split, stock dividend, liquidation, dissolution or other similar corporate
  transaction, (ii) in recognition of any other unusual or nonrecurring event
  affecting the Company or the financial statements of the Company (including
  events described in (i) above as well as acquisitions and dispositions of
  businesses and assets and extraordinary items determined under generally
  accepted accounting principles), or in response to changes in applicable
  laws and regulations, accounting principles, and tax rates (and
  interpretations thereof) or changes in business conditions or the
  Committee's assessment of the business strategy of the Company. No such
  adjustment shall be authorized or made if and to the extent that the
  existence of such authority or the making of such adjustment (i) would
  cause Awards granted under the Plan to covered employees whose compensation
  is intended to qualify as "performance-based compensation" under Section
  162(m) and related regulations thereunder to fail to so qualify, or (ii)
  would cause the Committee to be deemed to have authority to change the
  targets, within the meaning of Treasury Regulation 1.162-27(e)(4)(vi),
  under the performance objectives relating to Awards granted to covered
  employees whose compensation is intended to qualify as "performance-based
  compensation" under Section 162(m) and related regulations.

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  This BB&T Corporation Amended and Restated 1996 Short-Term Incentive Plan has
been executed in behalf of the Company as of the 27th day of February, 2001.

                                          BB&T CORPORATION

                                                     /s/ Kelly S. King
                                          By:__________________________________
                                                         President

Attest:

        /s/ Jerone C. Herring
_____________________________________
              Secretary

[Corporate Seal]

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