Exhibit 4.4

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                               GUARANTEE AGREEMENT

                                     between


                              CENTURA BANKS, INC.,
                                  as Guarantor


                                       and


                      STATE STREET BANK AND TRUST COMPANY,
                              as Guarantee Trustee


                                   relating to

                             Centura Capital Trust I


                                -----------------


                            Dated as of June 2, 1997


                                -----------------






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                                TABLE OF CONTENTS
                                                                            Page

                              ARTICLE I DEFINITIONS

SECTION 1.1. Definitions.......................................................1

                          ARTICLE II TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application..................................5
SECTION 2.2. List of Holders...................................................5
SECTION 2.3. Reports by the Guarantee Trustee..................................5
SECTION 2.4. Periodic Reports to the Guarantee Trustee.........................6
SECTION 2.5. Evidence of Compliance with Conditions Precedent..................6
SECTION 2.6. Events of Default; Waiver.........................................6
SECTION 2.7. Event of Default; Notice..........................................6
SECTION 2.8. Conflicting Interests.............................................7

                         ARTICLE III POWERS, DUTIES AND
                         RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee........................7
SECTION 3.2. Certain Rights of Guarantee Trustee...............................8
SECTION 3.3. Compensation; Indemnity; Fees....................................10

                          ARTICLE IV GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility...................................11
SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee....11

                               ARTICLE V GUARANTEE

SECTION 5.1. Guarantee........................................................12
SECTION 5.2. Waiver of Notice and Demand......................................12
SECTION 5.3. Obligations Not Affected.........................................12
SECTION 5.4. Rights of Holders................................................13
SECTION 5.5. Guarantee of Payment.............................................14
SECTION 5.6. Subrogation......................................................14
SECTION 5.7. Independent Obligations..........................................14

                     ARTICLE VI COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination....................................................14
SECTION 6.2. Pari Passu Guarantees............................................15

                             ARTICLE VII TERMINATION

SECTION 7.1. Termination......................................................15

                            ARTICLE VIII MISCELLANEOUS

SECTION 8.1. Successors and Assigns...........................................15


                                      -i-


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SECTION 8.2. Amendments.......................................................16
SECTION 8.3. Notices..........................................................16
SECTION 8.4. Benefit..........................................................17
SECTION 8.5. Governing Law....................................................17
SECTION 8.6. Counterparts.....................................................17


                                      -ii-


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     GUARANTEE AGREEMENT, dated as of June 2, 1997, between CENTURA BANKS, INC.,
a North Carolina  corporation (the "Guarantor"),  having its principal office at
134 North Church Street, Rocky Mount, North Carolina 27892 and State Street Bank
and Trust Company,  a  Massachusetts  trust company,  as trustee (the "Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the Capital  Securities  (as defined  herein) of Centura  Capital  Trust I, a
Delaware statutory business trust (the "Issuer Trust").


                           RECITALS OF THE CORPORATION


     WHEREAS,  pursuant to an Amended and Restated Trust Agreement,  dated as of
June 2, 1997,  among Centura  Banks,  Inc., as Depositor,  State Street Bank and
Trust Company, as Property Trustee, Delaware Capital Trust Management,  Inc., as
Delaware  Trustee,  and the  Administrative  Trustees named therein,  the Issuer
Trust is issuing  $100,000,000  aggregate  Liquidation Amount (as defined in the
Trust Agreement) of its 8.845% Capital Securities,  Series A (liquidation amount
$1,000 per capital security) (the "Capital Securities"),  representing preferred
undivided  beneficial interests in the assets of the Issuer Trust and having the
terms set forth in the Trust Agreement; and

     WHEREAS,  the Capital Securities will be issued by the Issuer Trust and the
proceeds  thereof,  together  with the proceeds  from the issuance of the Issuer
Trust's  Common  Securities  (as defined  herein),  will be used to purchase the
Debentures  (as  defined  in  the  Trust  Agreement)  of  the  Guarantor,  which
Debentures  will be  deposited  with State  Street  Bank and Trust  Company,  as
Property Trustee under the Trust Agreement, as trust assets; and

     WHEREAS,  as an incentive for the Holders to purchase  Capital  Securities,
the Guarantor desires  irrevocably and  unconditionally  to agree, to the extent
set forth herein, to pay to the Holders of the Capital  Securities the Guarantee
Payments (as defined herein) on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the purchase of Capital Securities by
each Holder,  which purchase the Guarantor hereby  acknowledges will benefit the
Guarantor,  the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time.


                                    ARTICLE I

                                   DEFINITIONS

     Section I.1. Definitions

     For all purposes of this Guarantee Agreement, except as otherwise expressly
provided or unless the context otherwise requires:


<PAGE>


     (a) The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular;

     (b) All other terms used  herein  that are  defined in the Trust  Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (c) The words "include",  "includes" and "including"  shall be deemed to be
followed by the phrase "without limitation";

     (d) All  accounting  terms used but not defined  herein  have the  meanings
assigned to them in accordance with United States generally accepted  accounting
principles;

     (e) Unless the context otherwise requires, any reference to an "Article" or
a  "Section"  refers to an  Article  or a  Section,  as the case may be, of this
Guarantee Agreement; and

     (f) The words "hereby",  "herein", "hereof" and "hereunder" and other words
of similar  import refer to this  Guarantee  Agreement as a whole and not to any
particular Article, Section or other subdivision.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control",  when used with respect to any specified  Person,  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Board of  Directors"  means the board of directors of the Guarantor or the
Executive  Committee of the board of directors  of the  Guarantor  (or any other
committee  of the  board  of  directors  of  the  Guarantor  performing  similar
functions) or a committee  designated by the board of directors of the Guarantor
(or such committee),  comprised of two or more members of the board of directors
of the Guarantor or officers of the Guarantor, or both.

     "Capital  Securities"  has the meaning  specified  in the  recitals to this
Guarantee Agreement.

     "Common  Securities"  means the securities  representing  common  undivided
beneficial interests in the assets of the Issuer Trust.

     "Event of  Default"  means (i) a default  by the  Guarantor  in any of its
payment  obligations  under this  Guarantee  Agreement  or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.


                                      -2-

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     "Guarantee Agreement" means this Guarantee Agreement, as modified,  amended
or  supplemented  from time to time. 

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Capital Securities,  to the extent not paid or
made by or on  behalf  of the  Issuer  Trust:  (i) any  accumulated  and  unpaid
Distributions  (as  defined in the Trust  Agreement)  required to be paid on the
Capital  Securities,  to the extent the  Issuer  Trust  shall have funds on hand
available  therefor at such time;  (ii) the Redemption  Price (as defined in the
Trust Agreement) with respect to any Capital Securities called for redemption by
the  Issuer  Trust,  to the extent  the  Issuer  Trust  shall have funds on hand
available  therefor  at such time;  and (iii) upon a  voluntary  or  involuntary
dissolution,  winding-up or liquidation of the Issuer Trust,  unless  Debentures
are distributed to the Holders,  the lesser of (a) the Liquidation  Distribution
(as defined in the Trust Agreement) with respect to the Capital Securities,  and
(b)  the  amount  of  assets  of  the  Issuer  Trust  remaining   available  for
distribution  to Holders on  liquidation  of the Issuer  after  satisfaction  of
liabilities to creditors of the Issuer Trust as required by applicable law.

     "Guarantee  Trustee" means State Street Bank and Trust  Company,  solely in
its capacity as Guarantee  Trustee and not in its individual  capacity,  until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee  Agreement,  and  thereafter  means each
such Successor Guarantee Trustee.

     "Guarantor"  has the  meaning  specified  in the  first  paragraph  of this
Guarantee Agreement.

     "Holder"  means any  Holder  (as  defined  in the Trust  Agreement)  of any
Capital Securities;  provided,  however, that in determining whether the holders
of the  requisite  percentage  of Capital  Securities  have  given any  request,
notice,  consent or waiver hereunder,  "Holder" shall not include the Guarantor,
the  Guarantee  Trustee,  or any  Affiliate of the  Guarantor  or the  Guarantee
Trustee.

     "Indenture" means the Junior  Subordinated  Indenture,  dated as of June 2,
1997,  between Centura Banks,  Inc. and State Street Bank and Trust Company,  as
trustee, as the same may be modified, amended or supplemented from time to time.

     "Issuer  Trust" has the meaning  specified  in the first  paragraph of this
Guarantee Agreement.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in Liquidation Amount of the Capital Securities" means, except as
provided by the Trust Indenture Act, Capital  Securities  representing more than
50% of the aggregate  Liquidation  Amount (as defined in the Trust Agreement) of
all Capital Securities then


                                      -3-

<PAGE>


Outstanding (as defined in the Trust Agreement).

     "Officers'  Certificate"  means a  certificate  signed by the Chairman or a
Vice  Chairman of the Board of Directors of the  Guarantor or the President or a
Vice President of the Guarantor,  and by the Treasurer,  an Assistant Treasurer,
the Secretary or an Assistant  Secretary of the Guarantor,  and delivered to the
Guarantee  Trustee.  Any  Officers'   Certificate   delivered  with  respect  to
compliance with a condition or covenant provided for in this Guarantee Agreement
shall include:

          (a) a statement by each officer signing the Officers' Certificate that
     such  officer  has read  the  covenant  or  condition  and the  definitions
     relating thereto;

          (b) a brief  statement of the nature and scope of the  examination  or
     investigation  undertaken  by  such  officer  in  rendering  the  Officers'
     Certificate;

          (c) a  statement  that  such  officer  has made  such  examination  or
     investigation  as, in such officer's  opinion,  is necessary to enable such
     officer to express an informed  opinion as to whether or not such  covenant
     or condition has been complied with; and

          (d) a statement as to whether,  in the opinion of such  officer,  such
     condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture, association,  joint-stock company, company,
limited liability company, trust, business trust, unincorporated association, or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

     "Responsible  Officer" means,  with respect to the Guarantee  Trustee,  any
Senior Vice  President,  any Vice President,  any Assistant Vice President,  the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust  Officer or Assistant  Trust Officer or any other officer of the Corporate
Trust  Department  of the  Guarantee  Trustee and also means,  with respect to a
particular  matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust  Agreement"  means the Amended and Restated  Trust  Agreement of the
Issuer  Trust  referred  to in the  recitals  to this  Guarantee  Agreement,  as
modified, amended or supplemented from time to time.

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this Guarantee Agreement was executed;  provided,  however,
that if the Trust  Indenture


                                      -4-

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Act of 1939 is amended  after such date,  "Trust  Indenture  Act" means,  to the
extent  required by any such  amendment,  the Trust  Indenture Act of 1939 as so
amended.


                                   ARTICLE II

                               TRUST INDENTURE ACT

     SECTION II.1. Trust Indenture Act; Application

     Except as otherwise  expressly  provided  herein,  the Trust  Indenture Act
shall apply as a matter of contract to this Guarantee  Agreement for purposes of
interpretation,  construction and defining the rights and obligations hereunder,
and this Guarantee  Agreement,  the Guarantor and the Guarantee Trustee shall be
deemed  for all  purposes  hereof to be  subject  to and  governed  by the Trust
Indenture  Act to the  same  extent  as  would  be the  case if  this  Guarantee
Agreement were qualified under that Act on the date hereof.  Except as otherwise
expressly  provided  herein,  if and to the extent  that any  provision  of this
Guarantee  Agreement  limits,  qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive,  of the Trust Indenture Act, such imposed duties
shall control.

     SECTION II.2. List of Holders

     (a) The  Guarantor  shall furnish or cause to be furnished to the Guarantee
Trustee (a)  semiannually,  on or before June 30 and December 31 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders (a "List of Holders") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee  may  request  in  writing,  within  30 days  after the  receipt  by the
Guarantor of any such  request,  a List of Holders as of a date not more than 15
days prior to the time such list is  furnished,  in each case to the extent such
information  is in the  possession  or  control  of the  Guarantor  and  has not
otherwise  been received by the Guarantee  Trustee in its capacity as such.  The
Guarantee  Trustee  may destroy  any List of Holders  previously  given to it on
receipt of a new List of Holders.

     (b) The  Guarantee  Trustee shall comply with the  requirements  of Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION II.3. Reports by the Guarantee Trustee

     Not later  than 60 days  following  December  31 of each  year,  commencing
December 31,  1997,  the  Guarantee  Trustee  shall  provide to the Holders such
reports as are  required by Section 313 of the Trust  Indenture  Act, if any, in
the form and in the manner  provided by Section 313 of the Trust  Indenture Act.
If this Guarantee  Agreement shall have been qualified under the Trust Indenture
Act, the Guarantee  Trustee shall also comply with the  requirements  of Section
313(d)

                                      -5-

<PAGE>


of the Trust Indenture Act.

     SECTION II.4. Periodic Reports to the Guarantee Trustee

     The Guarantor  shall provide to the Guarantee  Trustee and the Holders such
documents,  reports and  information,  if any, as required by Section 314 of the
Trust  Indenture Act and the compliance  certificate  required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act,  provided that such  documents,  reports
and  information  shall not be required to be  provided  to the  Securities  and
Exchange  Commission  unless this Guarantee  Agreement shall have been qualified
under the Trust Indenture Act.

     SECTION II.5. Evidence of Compliance with Conditions Precedent

     The  Guarantor  shall  provide to the  Guarantee  Trustee such  evidence of
compliance  with  such  conditions  precedent,  if  any,  provided  for in  this
Guarantee  Agreement  that  relate to any of the  matters  set forth in  Section
314(c) of the Trust  Indenture Act. Any  certificate  or opinion  required to be
given by an officer of the Guarantor  pursuant to Section 314(c)(1) may be given
in the form of an Officers' Certificate.

     SECTION II.6. Events of Default; Waiver

     The  Holders of at least a Majority  in  Liquidation  Amount of the Capital
Securities may, by vote, on behalf of the Holders of all the Capital Securities,
waive any past  default  or Event of  Default  and its  consequences.  Upon such
waiver,  any such  default or Event of  Default  shall  cease to exist,  and any
default  or Event of  Default  arising  therefrom  shall be  deemed to have been
cured, for every purpose of this Guarantee  Agreement,  but no such waiver shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right consequent thereon.

     SECTION II.7. Event of Default; Notice

     (a) The Guarantee Trustee shall,  within 90 days after the occurrence of an
Event of Default known to it, transmit by mail, first class postage prepaid,  to
the Holders,  notice of any such Event of Default,  unless such Event of Default
has been cured before the giving of such notice,  provided  that,  except in the
case of a default in the payment of a Guarantee  Payment,  the Guarantee Trustee
shall be  protected  in  withholding  such notice if and so long as the board of
directors,  the  executive  committee or a trust  committee of directors  and/or
Responsible  Officers of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders.

     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default  unless the  Guarantee  Trustee  shall  have  received  written
notice,  or a  Responsible  Officer  charged  with  the  administration  of this
Guarantee  Agreement  shall have  obtained  actual


                                      -6-

<PAGE>


knowledge, of such Event of Default.


     SECTION II.8. Conflicting Interests

     The Trust  Agreement and the Indenture  shall be deemed to be  specifically
described  in this  Guarantee  Agreement  for the  purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.


                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION III.1. Powers and Duties of the Guarantee Trustee

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the  Holders,  and the  Guarantee  Trustee  shall not  transfer  this
Guarantee  Agreement to any Person  except to a Successor  Guarantee  Trustee on
acceptance by such  Successor  Guarantee  Trustee of its  appointment  to act as
Guarantee  Trustee  hereunder.  The right,  title and interest of the  Guarantee
Trustee, as such,  hereunder shall automatically vest in any Successor Guarantee
Trustee,  upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not  conveyancing  documents  have been executed and  delivered  pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is  continuing,  the  Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after the  curing of all  Events of Default  that may have  occurred,  shall
undertake  to perform  only such  duties as are  specifically  set forth in this
Guarantee  Agreement  (including  pursuant  to  Section  2.1),  and  no  implied
covenants  shall be read into this  Guarantee  Agreement  against the  Guarantee
Trustee.  If an Event of Default has occurred (that has not been cured or waived
pursuant to Section  2.6),  the  Guarantee  Trustee  shall  exercise such of the
rights and powers  vested in it by this  Guarantee  Agreement,  and use the same
degree of care and skill in its  exercise  thereof,  as a prudent  person  would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

     (d) No provision of this Guarantee  Agreement shall be construed to relieve
the  Guarantee  Trustee from  liability for its own  negligent  action,  its own
negligent failure to act or its own wilful misconduct, except that:

          (i)  Prior to the  occurrence  of any Event of  Default  and after the
     curing or waiving 



                                      -7-

<PAGE>


of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee  Trustee shall be
          determined  solely  by  the  express   provisions  of  this  Guarantee
          Agreement  (including  pursuant  to Section  2.1),  and the  Guarantee
          Trustee shall not be liable except for the  performance of such duties
          and  obligations  as are  specifically  set  forth  in this  Guarantee
          Agreement (including pursuant to Section 2.1); and

               (B) in the  absence  of bad  faith on the  part of the  Guarantee
          Trustee,  the Guarantee Trustee may conclusively rely, as to the truth
          of the  statements  and  the  correctness  of the  opinions  expressed
          therein,  upon any certificates or opinions furnished to the Guarantee
          Trustee  and  conforming  to  the   requirements   of  this  Guarantee
          Agreement;  but in the case of any such  certificates or opinions that
          by any provision hereof or of the Trust Indenture Act are specifically
          required to be  furnished  to the  Guarantee  Trustee,  the  Guarantee
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Guarantee Agreement.

          (ii) The  Guarantee  Trustee  shall  not be  liable  for any  error of
     judgment  made in good  faith by a  Responsible  Officer  of the  Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made.

          (iii) The  Guarantee  Trustee  shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance  with
     the  direction  of the Holders of not less than a Majority  in  Liquidation
     Amount of the Capital Securities  relating to the time, method and place of
     conducting  any  proceeding  for  any  remedy  available  to the  Guarantee
     Trustee,  or  exercising  any trust or power  conferred  upon the Guarantee
     Trustee, under this Guarantee Agreement.

          (iv)  Subject  to  Section  3.1(b),  no  provision  of this  Guarantee
     Agreement  shall  require the  Guarantee  Trustee to expend or risk its own
     funds or otherwise incur personal financial liability in the performance of
     any of its duties or in the exercise of any of its rights or powers, if the
     Guarantee  Trustee shall have  reasonable  grounds for  believing  that the
     repayment of such funds or liability is not reasonably  assured to it under
     the terms of this Guarantee  Agreement or adequate  indemnity  against such
     risk or liability is not reasonably assured to it.

     SECTION III.2. Certain Rights of Guarantee Trustee

         (a) Subject to the provisions of Section 3.1:

          (i) The  Guarantee  Trustee may rely and shall be fully  protected  in
     acting  or 


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<PAGE>


     refraining  from  acting  upon  any  resolution,   certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     bond,  debenture,  note,  other evidence of  indebtedness or other paper or
     document  reasonably  believed by it to be genuine and to have been signed,
     sent or presented by the proper party or parties.

          (ii)  Any  direction  or act of the  Guarantor  contemplated  by  this
     Guarantee  Agreement  shall  be  sufficiently  evidenced  by  an  Officers'
     Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee  Trustee  shall  deem it  desirable  that a matter  be  proved or
     established  before  taking,  suffering  or  omitting  to take  any  action
     hereunder,   the  Guarantee   Trustee  (unless  other  evidence  is  herein
     specifically  prescribed)  may,  in the  absence  of bad faith on its part,
     request and rely upon an Officers'  Certificate which, upon receipt of such
     request  from the  Guarantee  Trustee,  shall be promptly  delivered by the
     Guarantor.

          (iv) The  Guarantee  Trustee may consult with legal  counsel,  and the
     written  advice or  opinion  of such legal  counsel  with  respect to legal
     matters shall be full and complete  authorization and protection in respect
     of any action  taken,  suffered or omitted to be taken by it  hereunder  in
     good  faith and in  accordance  with such  advice or  opinion.  Such  legal
     counsel may be legal counsel to the Guarantor or any of its  Affiliates and
     may be one of its or their employees.  The Guarantee Trustee shall have the
     right at any time to seek  instructions  concerning the  administration  of
     this Guarantee Agreement from any court of competent jurisdiction.

          (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers  vested in it by this  Guarantee  Agreement  at the
     request or direction of any Holder  unless such Holder shall have  provided
     to the  Guarantee  Trustee such  adequate  security and  indemnity as would
     satisfy  a  reasonable  person in the  position  of the  Guarantee  Trustee
     against the costs,  expenses  (including  attorneys' fees and expenses) and
     liabilities  that might be incurred by it in complying with such request or
     direction,  including such  reasonable  advances as may be requested by the
     Guarantee  Trustee;   provided  that  nothing  contained  in  this  Section
     3.2(a)(v)  shall  be taken  to  relieve  the  Guarantee  Trustee,  upon the
     occurrence of an Event of Default, of its obligation to exercise the rights
     and powers vested in it by this Guarantee Agreement.

          (vi)  The   Guarantee   Trustee   shall  not  be  bound  to  make  any
     investigation   into  the  facts  or  matters  stated  in  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness or other paper or document,  but the Guarantee Trustee, in its
     discretion,  may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (vii) The  Guarantee  Trustee  may execute any of the trusts or powers
     hereunder or perform any duties  hereunder either directly or by or through
     its agents or attorneys, and


                                      -9-



<PAGE>


     the  Guarantee  Trustee  shall not be  responsible  for any  misconduct  or
     negligence  on the part of any such agent or attorney  appointed by it with
     due care hereunder.

          (viii) Whenever in the administration of this Guarantee  Agreement the
     Guarantee  Trustee  shall deem it  desirable to receive  instructions  with
     respect  to  enforcing  any  remedy  or right or taking  any  other  action
     hereunder,  the  Guarantee  Trustee (A) may request  instructions  from the
     Holders, (B) may refrain from enforcing such remedy or right or taking such
     other  action  until  such  instructions  are  received,  and (C)  shall be
     protected in acting in accordance with such instructions.

     (b) No provision of this Guarantee  Agreement shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction  in which it shall be illegal,  or in which the  Guarantee  Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall  be  construed  to be a duty to act in  accordance  with  such  power  and
authority.

     SECTION III.3. Compensation; Indemnity; Fees

     The Guarantor agrees:

          (a) to pay to the Guarantee  Trustee from time to time such reasonable
     compensation for all services  rendered by it hereunder as may be agreed by
     the  Guarantor  and  the  Guarantee   Trustee  from  time  to  time  (which
     compensation  shall not be limited by any provision of law in regard to the
     compensation of a trustee of an express trust);

          (b) except as otherwise  expressly  provided herein,  to reimburse the
     Guarantee Trustee upon request for all reasonable  expenses,  disbursements
     and advances  incurred or made by the Guarantee  Trustee in accordance with
     any  provision  of  this  Guarantee  Agreement  (including  the  reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense,  disbursement or advance as may be attributable to
     its negligence or bad faith; and

          (c) to indemnify  the  Guarantee  Trustee for, and to hold it harmless
     against, any loss, liability or expense incurred without negligence, wilful
     misconduct or bad faith on the part of the Guarantee  Trustee,  arising out
     of or in connection with the acceptance or administration of this Guarantee
     Agreement, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder.

     The  Guarantee  Trustee  will not  claim or exact any lien or charge on any
Guarantee  Payments  as a result of any amount  due to it under  this  Guarantee
Agreement.


                                      -10-


<PAGE>


     The  provisions of this Section 3.3 shall survive the  termination  of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.


                                   ARTICLE IV

                                GUARANTEE TRUSTEE


     SECTION IV.1. Guarantee Trustee; Eligibility

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor; and

          (ii) be a  Person  that is a  national  or  state  chartered  bank and
     eligible  pursuant to the Trust  Indenture Act to act as such, and that has
     at the  time of  such  appointment  securities  rated  in one of the  three
     highest rating  categories by a nationally  recognized  statistical  rating
     organization  and a combined  capital and surplus of at least  $50,000,000,
     and shall be a corporation  meeting the  requirements  of Section 310(a) of
     the Trust Indenture Act. If such corporation publishes reports of condition
     at  least  annually,  pursuant  to  law  or  to  the  requirements  of  its
     supervising or examining authority,  then, for the purposes of this Section
     4.1 and to the extent  permitted by the Trust  Indenture  Act, the combined
     capital and surplus of such corporation  shall be deemed to be its combined
     capital and surplus as set forth in its most recent  report of condition so
     published.

     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 4.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     SECTION IV.2. Appointment, Removal and Resignation of the Guarantee Trustee

     (a) Subject to Section  4.2(c),  the Guarantee  Trustee may be appointed or
removed at any time by the Guarantor.

     (b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office
(without  need for prior or  subsequent  accounting)  by giving  written  notice
thereof to the Holders and the Guarantor and by appointing a successor Guarantee
Trustee.

                                      -11-


<PAGE>


     (c) The Guarantee  Trustee  appointed  hereunder  shall hold office until a
Successor  Guarantee  Trustee shall have been  appointed and shall have accepted
such  appointment.  No removal or  resignation  of a Guarantee  Trustee shall be
effective  until a  Successor  Guarantee  Trustee  has  been  appointed  and has
accepted  such  appointment  by written  instrument  executed by such  Successor
Guarantee  Trustee  and  delivered  to the  Guarantor  and,  in the  case of any
resignation, the resigning Guarantee Trustee.

     (d) If the Guarantee  Trustee shall resign,  be removed or become incapable
of acting as Guarantee Trustee and a replacement shall not be appointed prior to
such  resignation  or  removal,  or if a vacancy  shall  occur in the  office of
Guarantee Trustee for any reason, and no Successor  Guarantee Trustee shall have
been  appointed and accepted  appointment as provided in this Section 4.2 within
60  days  after  delivery  to the  Holders  and the  Guarantor  of a  notice  of
resignation, the resigning Guarantee Trustee may petition, at the expense of the
Guarantor,  any court of competent  jurisdiction  for appointment of a Successor
Guarantee Trustee.  Such court may thereupon,  after prescribing such notice, if
any, as it may deem proper, appoint a Successor Guarantee Trustee.


                                    ARTICLE V

                                    GUARANTEE

     SECTION V.1. Guarantee

     The Guarantor irrevocably and unconditionally  agrees to pay in full to the
Holders the Guarantee Payments (without  duplication of amounts theretofore paid
by or on  behalf  of the  Issuer  Trust),  as and when  due,  regardless  of any
defense,  right of set-off  or  counterclaim  that the Issuer  Trust may have or
assert,  except the defense of payment.  The  Guarantor's  obligation  to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the  Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.

     SECTION V.2. Waiver of Notice and Demand

     The  Guarantor  hereby  waives  notice  of  acceptance  of  this  Guarantee
Agreement  and of any  liability to which it applies or may apply,  presentment,
demand  for  payment,  any  right to  require a  proceeding  first  against  the
Guarantee  Trustee,  the  Issuer  Trust or any other  Person  before  proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

     SECTION V.3. Obligations Not Affected

     The  obligations,  covenants,  agreements and duties of the Guarantor under
this  Guarantee  Agreement  shall in no way be affected or impaired by reason of
the happening from time to time 


                                      -12-

<PAGE>


of any of the following:

          (a) the release or waiver,  by operation  of law or  otherwise  (other
     than by Act (as defined in the Trust  Agreement)  of the  Holders),  of the
     performance  or  observance  by the Issuer  Trust of any express or implied
     agreement,  covenant,  term or condition relating to the Capital Securities
     to be performed or observed by the Issuer Trust;

          (b) the  extension  of time for the payment by the Issuer Trust of all
     or any portion of the  Distributions  (other than an  extension of time for
     payment of  Distributions  that results from the  extension of any interest
     payment period on the Debentures as provided in the Indenture),  Redemption
     Price,  Liquidation  Distribution or any other sums payable under the terms
     of the Capital  Securities or the extension of time for the  performance of
     any other  obligation  under,  arising out of, or in connection  with,  the
     Capital Securities;

          (c) any failure,  omission,  delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right,  privilege,  power or
     remedy  conferred  on the  Holders  pursuant  to the  terms of the  Capital
     Securities,  or  any  action  on the  part  of the  Issuer  Trust  granting
     indulgence or extension of any kind;

          (d)   the   voluntary   or   involuntary   liquidation,   dissolution,
     receivership,   insolvency,  bankruptcy,  assignment  for  the  benefit  of
     creditors, reorganization, arrangement, composition or readjustment of debt
     of, or other similar proceedings affecting,  the Issuer Trust or any of the
     assets of the Issuer Trust;

          (e) any  invalidity  of, or  defect  or  deficiency  in,  the  Capital
     Securities;

          (f) the settlement or compromise of any obligation  guaranteed  hereby
     or hereby incurred; or

          (g) any other circumstance  whatsoever that might otherwise constitute
     a legal or  equitable  discharge  or defense  of a  guarantor  (other  than
     payment of the underlying obligation),  it being the intent of this Section
     5.3 that the  obligations of the Guarantor  hereunder shall be absolute and
     unconditional under any and all circumstances.

There  shall be no  obligation  of the  Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION V.4. Rights of Holders

     The Guarantor  expressly  acknowledges  that: (i) this Guarantee  Agreement
will be deposited  with the Guarantee  Trustee to be held for the benefit of the
Holders;  (ii) the  Guarantee  Trustee has the right to enforce  this  Guarantee
Agreement  on  behalf  of the  Holders;  (iii)  the  Holders  of a  Majority  in
Liquidation  Amount of the Capital Securities have the right to direct the 



                                      -13-


<PAGE>


time,  method and place of conducting any proceeding for any remedy available to
the Guarantee  Trustee in respect of this Guarantee  Agreement or exercising any
trust or power  conferred  upon  the  Guarantee  Trustee  under  this  Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee  Trustee,  the Issuer Trust
or any other Person.

     SECTION V.5. Guarantee of Payment

     This  Guarantee  Agreement  creates  a  guarantee  of  payment  and  not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without  duplication of amounts theretofore paid
by the  Issuer  Trust) or upon the  distribution  of  Debentures  to  Holders as
provided in the Trust Agreement.

     SECTION V.6. Subrogation

     The  Guarantor  shall be  subrogated  to all rights (if any) of the Holders
against the Issuer  Trust in respect of any  amounts  paid to the Holders by the
Guarantor under this Guarantee Agreement;  provided, however, that the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled  to  enforce or  exercise  any  rights  which it may  acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement,  if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee  Agreement.  If any
amount shall be paid to the  Guarantor in violation of the  preceding  sentence,
the  Guarantor  agrees to hold such  amount in trust for the  Holders and to pay
over such amount to the Holders.

     SECTION V.7. Independent Obligations

         The  Guarantor   acknowledges   that  its  obligations   hereunder  are
independent  of the  obligations of the Issuer Trust with respect to the Capital
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.


                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

     SECTION VI.1. Subordination

     The  obligations  of the  Guarantor  under this  Guarantee  Agreement  will
constitute unsecured  obligations of the Guarantor and will rank subordinate and
junior  in right of  payment


                                      -14-

<PAGE>


to all Senior Indebtedness (as defined in the Indenture) of the Guarantor to the
extent  and in the  manner  set  forth  in the  Indenture  with  respect  to the
Debentures,  and the  provisions  of Article XIII of the  Indenture  will apply,
mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations
of the Guarantor  hereunder do not constitute Senior Indebtedness (as defined in
the Indenture) of the Guarantor.

     SECTION VI.2. Pari Passu Guarantees

     The obligations of the Guarantor under this Guarantee  Agreement shall rank
pari passu with the obligations of the Guarantor under (i) any similar guarantee
agreements  issued by the  Guarantor  on behalf of the holders of  preferred  or
capital  securities  issued by any Issuer  Trust (as defined in the  Indenture);
(ii) the Indenture and the Securities (as defined  therein)  issued  thereunder;
(iii) the Expense  Agreement (as defined in the Trust Agreement) and any similar
expense agreements entered into by the Guarantor in connection with the offering
of Capital  Securities  (as defined in the  Indenture)  by any Issuer  Trust (as
defined  in the  Indenture);  and (iv) any other  security,  guarantee  or other
agreement or  obligation  that is  expressly  stated to rank pari passu with the
obligations  of the  Guarantor  under  this  Guarantee  Agreement  or  with  any
obligation  that ranks pari passu with the  obligations  of the Guarantor  under
this Guarantee Agreement.

                                   ARTICLE VII

                                   TERMINATION

     SECTION VII.1. Termination

     This  Guarantee  Agreement  shall  terminate and be of no further force and
effect upon (i) full  payment of the  Redemption  Price (as defined in the Trust
Agreement) of all Capital Securities, (ii) the distribution of Debentures to the
Holders in exchange for all of the Capital Securities,  or (iii) full payment of
the amounts  payable in accordance  with Article IX of the Trust  Agreement upon
liquidation of the Issuer Trust.  Notwithstanding the foregoing,  this Guarantee
Agreement will continue to be effective or will be  reinstated,  as the case may
be, if at any time any Holder is required to repay any sums paid with respect to
Capital Securities or this Guarantee Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

     SECTION VIII.1. Successors and Assigns


                                      -15-

<PAGE>

     All guarantees and agreements  contained in this Guarantee  Agreement shall
bind the successors,  assigns,  receivers,  trustees and  representatives of the
Guarantor  and  shall  inure  to the  benefit  of  the  Holders  of the  Capital
Securities then outstanding.  Except in connection with a consolidation,  merger
or sale  involving  the  Guarantor  that is permitted  under Article VIII of the
Indenture and pursuant to which the  successor or assignee  agrees in writing to
perform the Guarantor's  obligations  hereunder,  the Guarantor shall not assign
its obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void.

     SECTION VIII.2. Amendments

     Except with respect to any changes that do not adversely  affect the rights
of the Holders in any material  respect (in which case no consent of the Holders
will be required),  this Guarantee  Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital  Securities.  The  provisions  of  Article  VI of  the  Trust  Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

     SECTION VIII.3. Notices

         (a) Any notice, request or other communication required or permitted to
be given  hereunder  shall be in writing,  duly signed by the party  giving such
notice, and delivered, by facsimile or first class mail as follows:

(ii) if given to the  Guarantor,  to the address or  facsimile  number set forth
below or such other address or facsimile number as the Guarantor may give notice
to the Guarantee Trustee and the Holders:

                  Centura Banks, Inc.
                  134 North Church Street
                  Rocky Mount, North Carolina 27892
                  Attention: Secretary
                  Facsimile: (919) 977-4800

     (iii) if given to the Guarantee Trustee, at the address or facsimile number
set forth  below or such other  address  or  facsimile  number as the  Guarantee
Trustee may give notice to the Guarantor and the Holders:

                  State Street Bank and Trust Company
                  2 International Place, 4th Floor
                  Boston, Massachusetts 02110
                  Attention: Corporate Trust Division
                  Facsimile: (617) 664-5365

     (iv) if given to any Holder, in the manner set forth in Section 10.8 of the
Trust


                                      -16-

<PAGE>

Agreement.

     (b) All notices  hereunder shall be deemed to have been given when received
in person, by facsimile with receipt  confirmed,  or mailed by first class mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver, provided that any notice given
as  provided  in Section  8.3(a)(iii)  shall be deemed to have been given at the
time specified in Section 10.8 of the Trust Agreement.

     SECTION 8.4. Benefit

     This  Guarantee  Agreement  is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

     SECTION 8.5. Governing Law

     THIS GUARANTEE  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.6. Counterparts

     This  Guarantee  Agreement  may be executed in any number of  counterparts,
each of which  so  executed  shall be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same instrument.




                                      -17-


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Guarantee Agreement
to be duly  executed,  and  their  respective  corporate  seals  to be  hereunto
affixed, all as of the day and year first above written.


                                          CENTURA BANKS, INC.

[SEAL]
                                          By:   /s/ Frank L. Pattillo
                                          Name:     Frank L. Pattillo
                                          Title:    Group Executive Officer

Attest: /s/ Joseph A. Smith, Jr.
Name:       Joseph A. Smith, Jr.
Title:      Assistant Secretary



                                          STATE STREET BANK AND TRUST COMPANY,
                                          as Guarantee Trustee

[SEAL]  
                                          By: /s/ Paul D. Allen
                                          Name:   Paul D. Allen
                                          Title:  Vice President

Attest: /s/ James E. Shultz
Name:       James E. Shultz
Title:      Assistant Secretary