SECOND ADDENDUM AND AMENDMENT

                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


         THIS ADDENDUM AND AMENDMENT, made effective this 24th day of December,
1998, by and among Centura Banks, Inc., a North Carolina corporation having its
principal place of business in Rocky Mount, North Carolina ("Centura"), Centura
Bank (the "Bank"), a subsidiary of Centura, and Frank L. Pattillo
("Participant"), an employee of the Bank.

         WHEREAS, Centura, Bank and Participant entered into a Supplemental
Executive Retirement Agreement (the "Agreement") dated as of May 13, 1996, and
an Addendum and Amendment dated as of October 23, 1996, under the Centura Banks,
Inc. Omnibus Supplemental Executive Retirement Plan (the "Omnibus SERP"); and

         WHEREAS, the parties desire to amend the provisions of the Agreement to
provide for an offset in benefits equal to amounts received by the owner or the
owner's beneficiary (the "Owner") of certain life insurance policies pursuant to
the Split Dollar Insurance Agreement between Centura Banks, Inc. and its
subsidiaries and the Participant, dated as of May 13, 1996; and

         WHEREAS, the parties desire to amend the provisions of the Agreement
relating to the calculation of death and disability benefits, and the provisions
of the Agreement relating to the Social Security offset used in calculating
retirement benefits;

         NOW, THEREFORE, in consideration of these premises and the mutual
agreements and understandings hereunder, the parties hereto agree as follows:

1.       Section 1(d) of the Agreement shall be amended to read as follows:
         "(d) Commencing on Participant's 62nd birthday, an amount equal to
         Participant's primary Social Security benefit payable monthly under the
         Old Age Survivors and Disability (Social Security Act). For this
         purpose, it shall be assumed that Participant's Social Security benefit
         payments commence at age 62, notwithstanding any election by
         Participant to delay such payments. Notwithstanding the foregoing, if
         Participant dies after retirement benefits commence hereunder but prior
         to attaining age 62, the reduction required under this paragraph (d),
         if any, shall be applied beginning with the first payment subsequent to
         the date Social Security benefits are first payable to the surviving
         spouse or other beneficiary notwithstanding any elections by the
         surviving spouse or other beneficiary to delay such payments and shall
         be in the amount equal to Participant's primary Social Security benefit
         payable monthly to the surviving spouse or other beneficiary under the
         Social Security Act. Once a reduction for Social Security is first
         determined under this paragraph (d), the amount of the reduction shall
         remain fixed for all subsequent retirement payments under this Section
         1."

<PAGE>

2. Section 2 of the Agreement shall be amended to read as follows:

         "2. DEATH BENEFITS. If a Participant dies at any time before electing
         Early Retirement under Section 1 and while actively employed as a
         full-time officer of the Bank, Participant's beneficiary shall receive
         a monthly death benefit equal to (a) minus (b) minus (c) minus (d)
         below:

                  (a) An amount equal to seventy percent (70%) of Participant's
                  Final Average Monthly Compensation. "Final Average Monthly
                  Compensation" means 1/12th of the Annual Compensation payable
                  to Participant as of the date of his death. "Annual
                  Compensation" means Participant's total compensation to be
                  reported on his Form W-2, annualized on the basis of rate of
                  pay as of the date of Participant's death, including bonuses
                  and salary reduction contributions to deferred compensation or
                  other plans maintained by Centura; less

                  (b) An amount equal to the surviving spouse's monthly pension
                  benefit, if any, under the Qualified Plan. For this purpose,
                  the surviving spouse's monthly pension benefit under the
                  Qualified Plan shall be calculated in accordance with the
                  terms of the Qualified Plan as in effect on Participant's date
                  of death, in the form of a life annuity, payable monthly
                  commencing at the same time as the death benefits hereunder;
                  less

                  (c) An amount equal to the surviving spouse's monthly
                  supplemental pension benefit, if any, under Article VII of the
                  Omnibus SERP and Section 4 of this Agreement. For this
                  purpose, the surviving spouse's monthly supplemental pension
                  benefit shall be calculated in the same manner as his monthly
                  pension benefit under the Qualified Plan; less

                  (d) An amount equal to Participant's primary Social Security
                  benefit payable to the surviving spouse or other beneficiary
                  under the Old Age Survivors and Disability Insurance (Social
                  Security Act). For this purpose, it shall be assumed that the
                  spouse or other beneficiary's Social Security benefit payments
                  commence at the later of (1) the time death benefits commence
                  hereunder, and (2) the date Social Security benefits are first
                  payable to the surviving spouse or other beneficiary,
                  notwithstanding any election by the surviving spouse or other
                  beneficiary to delay such payments. Once a reduction for
                  Social Security is first determined under this paragraph (d),
                  the amount of the reduction shall remain fixed for all
                  subsequent death benefit payments under this Section 2.

                  Participant's death benefit shall commence as of the first day
                  of the month coinciding with or next following his date of
                  death, and shall continue for two hundred and forty (240)
                  months.

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<PAGE>

                  Participant's beneficiary will not be entitled to any death
                  benefits under this Agreement if Participant dies by
                  committing suicide within two years from the date of this
                  Addendum and Amendment. If Participant's beneficiary
                  predeceases Participant and Participant does not thereafter
                  designate a new beneficiary, the death benefits payable
                  pursuant to this Section shall be paid to Participant's
                  estate."

3.       Section 3(d) of the Agreement shall be amended to read as follows: "(d)
         An amount equal to Participant's primary Social Security benefit
         payable under the Old Age Survivors and Disability Insurance (Social
         Security Act). For this purpose, it shall be assumed that Participant's
         Social Security benefit payments commence at the time Disability
         benefits commence hereunder, notwithstanding any election by
         Participant to delay such payments. Once a reduction for Social
         Security is first determined under this paragraph (d), the amount of
         the reduction shall remain fixed for all subsequent disability benefit
         payments under this Section 3; less"

4.       Paragraphs (k), (l) and (m) shall be added under Section 9 of the
         Agreement to read as follows:

         "(k) Any amounts withdrawn from the cash surrender values of insurance
         policies by the Owner thereof, and any amounts paid to the Owner or the
         Owner's beneficiary by reason of the Participant's death, pursuant to
         and in accordance with the Split Dollar Agreement between Centura
         Banks, Inc. and its Subsidiaries and the Owner, and dated as of
         December 24, 1998 (the "Split Dollar Agreement"), shall offset and
         reduce, dollar for dollar, amounts payable hereunder including amount
         payable under paragraph 4, above, or any amounts payable under
         Participant's SERP Agreement dated April 5, 1994 (the "1994 SERP
         Agreement"), pursuant to paragraph 9(j) above. Participant acknowledges
         that any policies obtained under the above-referenced Split Dollar
         Agreement do not fund any of the benefits to which he or his
         beneficiary may become entitled under this Agreement or under the 1994
         SERP Agreement and that any such policy shall not be held or deemed to
         be held under any trust for the benefit of the Participant, or his
         beneficiary, or to be collateral security for the performance of the
         obligations of Centura or the Bank, but shall be and remain subject to
         the claims of the general creditors of Centura and/or the Bank."

         "(l) To the extent benefits upon the Participant's death are payable
         under this Agreement or under Participant's 1994 SERP Agreement, in a
         form other than a single lump sum payment, the offset and reduction
         required by paragraph 9(k) above shall be based on the lump sum
         actuarial equivalent of any remaining installment or annuity payments
         due hereunder or under the 1994 SERP Agreement, determined using the
         Discount Rate. The Owner's death benefits paid to the Owner or the
         Owner's beneficiary under the terms of the Split Dollar Agreement shall
         offset and reduce the amount of each remaining installment or annuity
         payment due hereunder or under the 1994 SERP



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<PAGE>

         Agreement, in direct proportion to the offset and reduction to the lump
         sum actuarial equivalent."

         "(m) In accordance with Section 3.3 of the Omnibus SERP, the Committee
         shall have the exclusive right to interpret, construe and administer
         the Omnibus SERP and this Agreement. The Committee's authority and
         responsibility shall include, and shall not be limited to, the
         calculation of any offsets provided under the terms of Sections 1, 2, 3
         or 4 hereunder."

5. This Second Addendum and Amendment shall be construed as an amendment of the
Agreement, effective as if its provisions had been included as part of the
original Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Second Addendum
and Amendment to be executed as of the day and year first above written.

                                    CENTURA BANKS, INC.


                                    By: /s/ William W. Wilkerson
                                       -----------------------------------------
                                                      Authorized Officer
ATTEST:
/s/ Lynn O. Parrish
----------------------------------
                  Secretary


(Corporate Seal)

                                    CENTURA BANK


                                    By: /s/ William W. Wilkerson
                                       -----------------------------------------
                                                      Authorized Officer
ATTEST:
/s/ Lynn O. Parrish
----------------------------------
                  Secretary


(Corporate Seal)

                                    PARTICIPANT


                                        /s/ Frank L. Pattillo  .     (SEAL)
                                       -----------------------------------------

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