STATE OF NORTH CAROLINA
COUNTY OF WAYNE

SEVENTH AMENDMENT TO NONCOMPETITION AND CONSULTING AGREEMENT

     THIS SEVENTH  AMENDMENT TO  NONCOMPETITION AND  CONSULTING AGREEMENT
``(Seventh Amendment''), made and entered into as of the 31st day of December,
1996, 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 or until December 31, 1992;  and which was subsequently
extended on the 31st day of December 1992 for a term of one (1) year or until
December 31, 1993; and which was subsequently extended on the 31st day of
December 1993 for a term of one (1) year or until December 31, 1994; and which
was subsequently extended on the 31st day of December 1994 for a term of one
(1) year or until December 31, 1995; and which was subsequently extended on the
31st day of December 1995 for a term of one (1) year or until December 31,
1996:

     WHEREAS, Southern and Consultant desire to extend the Agreement for an
additional calendar year, now enter into this Seventh 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, 1997
through December 31, 1997.

     2. Paragraph 5 of the Agreement, ``Covenant Not To Compete,'' is hereby
amended to provide that the monthly consideration for such Covenant shall be
$2,533.33, with the first such payment to be made on or before January 30,
1996, and each successive monthly payment thereafter to be made on or before
the 30th day of each month through and including December 30, 1996.  And
continue each month through and including December 30, 1997.

     3. All of the other terms and conditions of said Agreement shall remain in
full force and effect.

     IN TESTIMONY WHEREOF, Southern has caused this seventh 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/Marion J. McSorley
                            _____________________________
                            Marion J. McSorley, President

Attest:

/s/ David Alan Bean, Secretary
    __________________________
    David A. Bean, Secretary

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