CENTURA BANKS, INC.
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                                    UNDER THE
               CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL EXECUTIVE
                                 RETIREMENT PLAN


         This AGREEMENT, made effective this 5th day of April, 1994, 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 Howard K. Landis, III ("Participant"), an
employee of the Bank.

                              W I T N E S S E T H:

         WHEREAS, Participant is a valued employee of the Bank and as such, has
performed his duties in a capable and efficient manner, resulting in substantial
growth and progress to the Bank; and

         WHEREAS, the Participant is expected to perform valuable services in
the future which shall be of special importance to the Bank and for which it
would be difficult for the Bank to find a suitable replacement; and

         WHEREAS, Participant has previously been determined eligible to receive
benefits under one or more of the Planters National Bank and Trust Company Key
Executive Supplemental Benefit Agreement, as assumed by Centura Banks, Inc. (the
"KESBA"), the Peoples Bancorporation Supplemental Executive Retirement Plan, as
assumed by Centura Banks, Inc. (the "Peoples SERP"), or the Planters National
Bank and Trust Company Excess Benefit Plan, which was assumed, amended, restated
and renamed by Centura as the Centura Banks, Inc. Excess Benefit Plan (the
"Excess Benefit Plan"); and

         WHEREAS, Centura has established the Centura Banks, Inc. Omnibus
Supplemental Executive Retirement Plan (the "Omnibus SERP"), the terms of which
Omnibus SERP are incorporated herein by reference; and

         WHEREAS, Centura now deems it advisable to offer to Participant certain
rights and benefits under the Omnibus SERP and this Agreement in exchange for
the relinquishment by Participant of all his rights under the KESBA, Peoples
SERP, and Excess Benefit Plan; and

         WHEREAS, Participant now wishes to relinquish his rights and benefits
under the KESBA, Peoples SERP, and Excess Benefit Plan in exchange for benefits
under the Omnibus SERP, as set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto hereby agree as follows:


<PAGE>

1.       RETIREMENT BENEFITS. Upon Participant's Normal Retirement, Participant
         shall receive an annual Retirement benefit equal to $9,988, payable in
         equal monthly payments for a period of fifteen (15) years.

                           Participant may elect Early Retirement between the
                  ages of 60 and 65 after Participant has completed at least ten
                  (10) years of employment with the Bank. Upon Participant's
                  Early Retirement, Participant shall receive an annual
                  Retirement benefit amount payable monthly for a period of
                  fifteen (15) years. The annual Early Retirement benefit shall
                  be determined as follows:

                  Age at Retirement       % of Normal Retirement Benefit Amount
                  -----------------       -------------------------------------

                          64                               95%
                          63                               90%
                          62                               85%
                          61                               80%
                          60                               75%

2.       DEATH BENEFITS. If Participant dies before his Retirement and while
         actively employed as a full-time officer of the Bank, Participant's
         beneficiary shall receive an annual death benefit equal to twenty-five
         percent (25%) of Participant's base salary at the time of his death,
         payable in equal monthly payments for a period of ten (10) years
         beginning on the first day of the month coinciding with or next
         following Participant's date of death. 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 becoming a Participant under the Omnibus SERP and this Agreement.

         If Participant's beneficiary dies before the end of the death benefit
         payment period specified hereunder, the remaining payments due under
         this Agreement shall be paid to the beneficiary's estate in a lump sum
         payment equivalent in value to the remaining death benefit payments. If
         Participant's beneficiary predeceases designate a new beneficiary, upon
         Participant's death a lump sum equivalent in value to the death benefit
         payments hereunder shall be paid to Participant's estate. The lump sum
         equivalent shall be computed using the Discount Rate in effect at the
         time of computation.

3.       DISABILITY BENEFITS. If, prior to Retirement and after Participant has
         completed at least ten (10) years of employment with the Bank,
         Participant's employment with the Bank is terminated as a result of
         Disability, Participant shall receive an annual Disability benefit
         payable monthly in an amount equal to (a) minus (b) minus (c) minus (d)
         below:

         (a)      Sixty percent (60%) of Participant's Final Average Monthly
                  Compensation. "Final Average Monthly Compensation" shall mean
                  one-sixtieth (1/60) of Participant's total annual calendar
                  year earnings paid

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<PAGE>

                  by the Bank to Participant reported on his W-2 form, and
                  including any earnings Participant may defer under any other
                  retirement plans sponsored by Centura or the Bank, paid for
                  the five (5) calendar years prior to his Disability, less

         (b)      The amount of Participant's monthly pension benefit payable
                  under the Normal Form (life annuity) of benefit, as of the
                  first day of the month following his termination of employment
                  or Disability, computed under the Pension Plan for the
                  Employees of Centura Banks, Inc. or such successor plan with a
                  comparable benefit, less

         (c)      The amount of Participant's primary monthly Social Security
                  benefit payable under the Old Age Survivors and Disability
                  Insurance (Social Security Act) as payable as of the first day
                  of the month in which the Disability benefit commences
                  (subsequent Social Security benefit increases shall not affect
                  the amount of this offset), less

         (d)      The amount of any monthly disability benefit payable to the
                  Participant under any group or individual disability income
                  policy sponsored by the Bank or Centura.

         Disability benefit payments shall terminate as provided in the Omnibus
         SERP.

         Should Participant qualify for and receive Disability benefits
         hereunder until he attains age 65 or his earlier recovery date, he
         shall qualify for an adjusted Normal Retirement benefit payable monthly
         for 15 years after attaining age 65. The amount of the adjusted
         Retirement benefit shall equal the Normal Retirement benefit shown in
         Section 1, multiplied by a fraction (not to exceed 1.0), the numerator
         of which is the number of Participant's actual Years of Credited
         Service as of his termination on account of Disability, and the
         denominator of which is Participant's maximum possible number of Years
         of Credited Service as of the date he would attain age 65. The
         definition of "Years of Credited Service" shall be the same as in the
         Pension Plan for the Employees of Centura Banks, Inc. (or any successor
         plan).

1.       EXCESS BENEFITS. The Excess Benefit provisions of Article VII of the
         Omnibus SERP

         _________  Apply to Participant.

         _________  Do not apply to Participant.

2.       DESIGNATION OF BENEFICIARIES. The Participant shall designate his or
         her beneficiary(ies) on the Beneficiary Designation Form attached
         hereto and made a part hereof.



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<PAGE>

3.       GENERAL PROVISIONS. (a) This Agreement, together with the Omnibus SERP,
         the terms of which are incorporated herein by reference, set forth all
         of the promises, agreements, conditions, understandings, warranties,
         and representations between the parties with respect to the benefits
         described hereunder, and there are no promises, agreements, conditions,
         understandings, warranties, or representations, oral or written,
         express or implied with respect to the benefits hereunder other than as
         set forth in the Omnibus SERP and this Agreement. Any modifications or
         any waivers of any provision contained in this Agreement shall not be
         valid unless made in writing and signed by the person or persons sought
         to be bound by such waiver or modification.

         (b) All benefits hereunder shall be payable from the general assets of
         the Bank. All costs or expenses in connection with the administration
         of this Agreement shall be borne by the Bank.

         (c) The provisions of this Agreement are severable and if any one or
         more of the provisions are determined to be illegal or otherwise
         unenforceable, in whole or in part, the remaining provisions, and any
         partially unenforceable provision to the extent enforceable in any
         jurisdiction, shall nevertheless be binding and enforceable.

         (d) The waiver by Centura of a breach by the Participant of any
         provision of this Agreement shall not operate or be construed as a
         waiver of any subsequent breach by the Participant.

         (e) The terms and provisions of this Agreement shall be binding upon
         and shall inure to the benefit of the parties hereto and their
         successors and assigns, including, without limitation, Participant's
         beneficiary, the estate of Participant, as well as the executors,
         administrators, and trustees of such estate.

         (f) Participant acknowledges that he has received, read, and is
         familiar with the Omnibus SERP, which contains certain additional
         provisions governing the benefits granted hereunder. Participant
         further agrees to relinquish any rights and benefits granted to him
         under the KESBA, Peoples SERP, and/or Excess Benefit Plan in exchange
         for the benefits provided hereunder and under the Omnibus SERP.

         (g) The provisions of this Agreement shall be construed in accordance
         with the laws of the State of North Carolina to the extent not
         pre-empted by the laws of the United States of America, including
         ERISA.

         (h) Capitalized terms used in this Agreement and not otherwise defined
         herein shall have the meaning set forth in the Omnibus SERP.


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<PAGE>

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

                                     CENTURA BANKS, INC.


                                     By: /s/ Frank L. Pattillo
                                        -----------------------------------
                                                   President

ATTEST:

/s/ Melba W. Smith
-------------------------------
        Secretary


(Corporate Seal)
                                     CENTURA BANK


                                     By: /s/ Leslie Rutledge Jr.
                                        -----------------------------------
                                                   President

ATTEST:

/s/ Melba W. Smith
-------------------------------
        Secretary


(Corporate Seal)
                                     PARTICIPANT


                                     By: /s/ Howard K. Landis, III
                                        -----------------------------(SEAL)
                                        Howard K. Landis, III


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<PAGE>

                               CENTURA BANKS, INC.
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                          BENEFICIARY DESIGNATION FORM

As Beneficiary to receive any death benefits payable on my behalf under that
certain Centura Banks, Inc. Supplemental Executive Retirement Agreement, dated
as of _______________ (the "Agreement"), I designate the following:

                            PRIMARY BENEFICIARY(IES)

         Enter Name(s), Social Security Number(s), Relationship(s) and
Address(es) of Primary Beneficiary(ies):

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

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

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

                           SECONDARY BENEFICIARY(IES)

         Enter Name(s), Social Security Number(s), Relationship(s) and
Address(es) of Secondary Beneficiary(ies):

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Name of Spouse if not given above:______________________________________________

I reserve the right to change at any time the designation above by written
notice. The change shall be effective on the date such written notice is
received and acknowledged by Centura.

Payment of any amount becoming due by reason of my death shall be made to my
primary beneficiary (or equally to my primary beneficiaries if more than one)
who survives me and is living on the date payment becomes due; or if my primary
beneficiary does not survive me, to my secondary beneficiary (or equally to my
secondary beneficiaries if more than one) who survives me and is living on the
date payment becomes due.

I understand that if my primary and secondary beneficiaries do not survive me or
if I do not name a beneficiary, any benefits due in the event of my death will
be paid according to the terms of the Omnibus SERP and the Agreement.


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<PAGE>

-----------------------------------      ---------------------------------------
             Date                               Participant's Signature

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