STATE OF NORTH CAROLINA
COUNTY OF WAYNE

NINTH AMENDMENT TO NONCOMPETITION AND CONSULTING
AGREEMENT

     THIS NINTH AMENDMENT TO  NONCOMPETITION  AND CONSULTING  AGREEMENT  "(Ninth
Amendment"),  made and entered into as of the 31st day of December, 1998, by and
between SOUTHERN BANK AND TRUST COMPANY,  A North Carolina  banking  corporation
with its  principal  place of  business  in Mount  Olive,  Wayne  County,  North
Carolina  (hereinafter  referred to as  "Southern")  and Robert S.  Williams,  a
resident  of  Wayne  County,   North  Carolina   (hereinafter   referred  to  as
"Consultant");

                               W I T N E S E T H:

     WHEREAS, by a Noncompetition and Consulting Agreement and Release, made and
entered  into as of the 31st day of December,  1989,  by and between the parties
hereto (the  "Agreement"),  Southern  agreed to pay to Consultant  $3,033.33 per
month for a  noncompetition  arrangement  and $300.00 per month for his advisory
and consulting services, as well as various other benefits and compensation, and
to make available to Consultant office space,  secretarial  assistance and other
equipment and facilities,  plus  reimbursement  for his  out-of-pocket  expenses
incurred in carrying out his consulting  obligations  pursuant to the Agreement,
which  Agreement was to be effective  from January 1, 1990 through  December 31,
1990 and which was subsequently  extended on the 28th day of December 1990 for a
term of one (1) year or until  December  31,  1991;  and which was  subsequently
extended  on the  31st day of  December  1991 for a term of one (1) year and has
been extended on December 31 of each year  thereafter  for a term of one through
December 31, 1998.:

     WHEREAS,  Southern and  Consultant  desire to extend the  Agreement  for an
additional  calendar year, now enter into this Ninth Amendment to evidence their
understanding of said extension and amendment.

     NOW, THEREFORE, for and in consideration of the mutual promises between the
parties  made and  other  good and  valuable  considerations,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the parties  hereby do agree as
follows:

     1. The  Agreement  made and  entered  into as of the 31st day of  December,
1989, by and between  Southern and Consultant,  is hereby amended to continue in
effect for an additional  term of one year, to be effective from January 1, 1999
through December 31, 1999.

     2.  Paragraph 5 of the  Agreement,  "Covenant  Not To  Compete,"  is hereby
amended to provide that the monthly  consideration  for such  Covenant  shall be
reduced  to  $1,116.67,  with the  first  such  payment  to be made on or before
January 30, 1999, and each successive  monthly payment  thereafter to be made on
or before the 30th day of each month through and including December 31, 1999.

     3. All of the other terms and conditions of said Agreement  shall remain in
full force and effect.
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     IN  TESTIMONY  WHEREOF,  Southern  has caused  this ninth  Amendment  to be
executed in its corporate name by its  President,  attested by its Secretary and
its corporate seal to be hereto affixed,  all within the authority duly given by
its Board of Directors,  and Consultant has hereunto set his hand and adopted as
his seal the typewritten  word "SEAL"  appearing  beside his name, all as of the
day and year first above written.

                                          SOUTHERN BANK AND TRUST COMPANY

                                         By:/s/John C. Pegram
                                         -----------------------------
                                         John C. Pegram, President
Attest:

/s/ David A. Bean
-----------------------
David A. Bean, Secretary

                                         /s/ Robert S. Williams (SEAL)
                                         ----------------------------
                                         Robert S. Williams