Exhibit 10(ah)
SPECIAL PAY
AGREEMENT
THIS SPECIAL PAY AGREEMENT (the or
this “Agreement”) is executed as of January 20, 2003,
by and between FIRST VIRGINIA BANKS, INC. (“First
Virginia”), a bank organized under the laws of the State of
Virginia having its principal office at Richmond, Virginia, and
Barry J. Fitzpatrick, an individual resident of Virginia (the
“Employee”).
R
E C I
T A L S :
The Employee has heretofore been
employed as a key executive of First Virginia pursuant to the terms
of an Employment Agreement between First Virginia and Employee
dated as of the 31 st day of December 1996 (the
“Existing Employment Agreement”).
The Existing Employment Agreement
provides certain severance and other supplemental benefits to
Employee. First Virginia has agreed to be merged into BB&T
Corporation (“BB&T”), a corporation organized under
the laws of the State of North Carolina (the
“Merger”).
In exchange for a monetary payment
and incident to the Merger, Employee has agreed to relinquish all
rights and benefits he may have under the Existing Employment
Agreement.
NOW, THEREFORE, in consideration
of