Exhibit 10.1

                               CENTURA BANKS, INC.
                        OMNIBUS EQUITY COMPENSATION PLAN


                             AS AMENDED AND RESTATED
                            EFFECTIVE APRIL 16, 1997


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                               CENTURA BANKS, INC.
                        OMNIBUS EQUITY COMPENSATION PLAN




                                TABLE OF CONTENTS




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                               CENTURA BANKS, INC.
                        OMNIBUS EQUITY COMPENSATION PLAN


                         ARTICLE I - GENERAL PROVISIONS

1.1    The Plan is designed for the benefit of the directors, executives and key
       employees of the Corporation and its Subsidiaries;  to attract and retain
       for  the  Corporation  and  its  Subsidiaries  personnel  of  exceptional
       ability;  to motivate such personnel  through added  incentives to make a
       maximum contribution to greater profitability;  to develop and maintain a
       highly  competent  management  team;  and to be  competitive  with  other
       companies with respect to executive compensation.

1.2    Awards  under  the  Plan may be made to  Participants  in the form of (i)
       Incentive Stock Options;  (ii)  Nonqualified  Stock Options;  (iii) Stock
       Appreciation  Rights;  (iv) Restricted  Stock;  (v) Deferred Stock;  (vi)
       Stock Awards; (vii) Performance Shares;  (viii) Other Stock-Based Awards;
       and (ix) other forms of equity-based  compensation as may be provided and
       are permissible under this Plan and the law.

1.3    The Plan shall be effective  November 20, 1990 (the "Effective Date"), as
       amended and restated  effective  April 21, 1993, and further  amended and
       restated  effective  April 16,  1997,  subject to the approval of Section
       3.16 of the Plan by a  majority  of the  votes  cast on the  issue by the
       holders  of the  Corporation's  Common  Stock  at the  first  meeting  of
       stockholders  at which  directors  are to be elected  that  occurs  after
       December 31, 1996.




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                            ARTICLE II - DEFINITIONS


DEFINITIONS.  Except  where  the  context  otherwise  indicates,  the  following
definitions apply:

2.1    "Acceleration  Event" means the occurrence of an event defined in Article
       XIII of the Plan.

2.2    "Act" means the  Securities  Exchange Act of 1934, as now in effect or as
       hereafter  amended.  (All  citations  to  sections  of the  Act or  rules
       thereunder are to such sections or rules as they may from time to time be
       amended or renumbered.)

2.3    "Agreement" means the written agreement  evidencing each Award granted to
       a Participant under the Plan.

2.4    "Award" means an award granted to a  Participant  in accordance  with the
       provisions  of the Plan,  including,  but not limited to, a Stock Option,
       Stock Right,  Restricted  or Deferred  Stock,  Stock  Award,  Performance
       Share, Other Stock-Based Award, or any combination of the foregoing.

2.5    "Board" means the Board of Directors of the Corporation.

2.6    "Board-Approved  Change in  Control"  shall have the meaning set forth in
       Section 13.3 of the Plan.

2.7    "Change in Control"  shall have the meaning set forth in Section  13.2 of
       the Plan.

2.8    "Change in Control  Price"  shall have the  meaning  set forth in Section
       13.9 of the Plan.

2.9    "Code"  means the Internal  Revenue Code of 1986,  as now in effect or as
       hereafter  amended.  (All  citations  to sections of the Code are to such
       sections as they may from time to time be amended or renumbered.)

2.10   "Committee"  means the Compensation  Committee or such other committee as
       may be appointed by the Board to administer this Plan pursuant to Article
       III. Committee members may also be appointed for such limited purposes as
       may be provided by the Board.

2.11   "Corporation"  means Centura Banks,  Inc., a North  Carolina  corporation
       structured  as a registered  bank holding  company under the Bank Holding
       Company Act of 1956,  as now in effect or as hereafter  amended,  and its
       successors and assigns.  "Corporation" also means Centura Banks, Inc. and

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       its Subsidiaries, unless the context clearly indicates otherwise.

2.12   "Deferral  Period"  means the period  commencing  on the date an Award of
       Deferred Stock is granted and ending on such date as the Committee  shall
       determine.

2.13   "Deferred Stock" means the stock awarded under Article IX of the Plan.

2.14   "Disability" means disability as determined under procedures  established
       by the Committee or in any Award.

2.15   "Discount  Stock  Options"  means the  Nonqualified  Stock  Options which
       provide for an exercise  price of less than the Fair Market  Value of the
       Stock at the date of the Award.

2.16   "Early  Retirement"  means  retirement  from active  employment  with the
       Corporation or any Subsidiary, with the express consent of the Committee,
       pursuant to the early retirement provisions  established by the Committee
       or in any Award.

2.17   "Effective  Date"  shall have the meaning set forth in Section 1.3 of the
       Plan.

2.18   "Elective  Deferral  Period"  shall have the meaning set forth in Section
       9.3 of the Plan.

2.19   "Eligible  Participant" means any director,  executive or key employee of
       the  Corporation  or its  Subsidiaries,  as  shall be  determined  by the
       Committee,  as well as any other person whose participation the Committee
       determines  is in the  best  interest  of  the  Corporation,  subject  to
       limitations as may be provided by the Code, the Act or the Committee. For
       purposes of Article IV and  Incentive  Stock  Options that may be granted
       hereunder,  the  term  "Eligible  Participant"  shall  be  limited  to an
       executive or other key employee meeting the qualifications for receipt of
       an  Incentive  Stock Option  under the  provisions  of Section 422 of the
       Code.

2.20   "ERISA" means the Employee Retirement Income Security Act of 1974, as now
       in effect or as hereafter amended.

2.21   "Fair  Market  Value"  means,  with respect to any given day, the closing
       price of the Stock  reported on the New York Stock Exchange for such day,
       or if the Stock was not  traded on the New York  Stock  Exchange  on such
       day, then on the next day on which the Stock was traded,  all as reported
       by such source as the Committee  may select.  The 



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       Committee may establish an alternative  method of determining Fair Market
       Value.

2.22   "Incentive Stock Option" means a Stock Option granted under Article IV of
       the Plan, and as defined in Section 422 of the Code.

2.23   "Limited  Stock  Appreciation  Rights"  means  a  Stock  Right  which  is
       exercisable  only in the event of a Change in Control  and/or a Potential
       Change in  Control,  as  described  in Section  6.8 of this  Plan,  which
       provides for an amount payable solely in cash, equal to the excess of the
       Stock Appreciation Right Fair Market Value of a share of Stock on the day
       the Stock  Right is  surrendered  over the  price at which a  Participant
       could exercise a related Stock Option to purchase the share of Stock.

2.24   "Nonqualified  Stock Option" means a Stock Option granted under Article V
       of the Plan.

2.25   "Normal  Retirement"  means  retirement  from active  employment with the
       Corporation  or any  Subsidiary  on or after age 65, or  pursuant to such
       other  requirements  as may be  established  by the  Committee  or in any
       Award.

2.26   "Option Grant Date" means, as to any Stock Option, the latest of:

       (a)    the date on which the  Committee  grants  the Stock  Option to the
              Participant;

       (b)    the date the  Participant  receiving  the Stock Option  becomes an
              employee of the  Corporation  or its  Subsidiaries,  to the extent
              employment  status is a condition of the grant or a requirement of
              the Code or the Act; or

       (c)    such other date  (other than the dates  described  in (i) and (ii)
              above) as the Committee may designate.

2.27   "Other  Stock-Based  Award" means an Award under  Article XII of the Plan
       that is valued in whole or in part by reference to, or is otherwise based
       on, Stock.

2.28   "Participant"  means  an  Eligible   Participant  to  whom  an  Award  of
       equity-based  compensation  has been  granted and who has entered into an
       Agreement evidencing the Award.

2.29   "Performance Share" means an Award under Article XI of the Plan of a unit
       valued by  reference  to a  designated  number of shares of Stock,  which
       value may be paid to the  



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       Participant  by  delivery  of  such  property  as  the  Committee   shall
       determine, including, without limitation, cash, Stock, or any combination
       thereof,  upon  achievement  of such  Performance  Objectives  during the
       Performance  Period as the Committee  shall establish at the time of such
       Award or thereafter.

2.30   "Performance  Objectives"  shall have the meaning set forth in Article XI
       of the Plan.

2.31   "Performance  Period"  shall have the  meaning set forth in Article XI of
       the Plan.

2.32   "Potential Change in Control" shall have the meaning set forth in Section
       13.4 of the Plan.

2.33   "Plan" means the Centura Banks, Inc. Omnibus Equity Compensation Plan, as
       amended and restated  effective  April 16, 1997,  and as further  amended
       from time to time.

2.34   "Restricted  Stock"  means an Award of Stock  under  Article  VIII of the
       Plan,  which Stock is issued with the restriction that the holder may not
       sell,  transfer,  pledge,  or  assign  such  Stock  and with  such  other
       restrictions  as  the  Committee,  in its  sole  discretion,  may  impose
       (including, without limitation, any restriction on the right to vote such
       Stock, and the right to receive any cash dividends),  which  restrictions
       may  lapse  separately  or in  combination  at  such  time or  times,  in
       installments or otherwise, as the Committee may deem appropriate.

2.35   "Restriction  Period" means the period commencing on the date an Award of
       Restricted  Stock is  granted  and  ending on such date as the  Committee
       shall determine.

2.36   "Retirement" means Normal or Early Retirement.

2.37   "Stock"  means  shares  of  Common  Stock of the  Corporation,  as may be
       adjusted pursuant to the provisions of Section 3.11.

2.38   "Stock  Appreciation  Right" means a Stock Right, as described in Article
       VI of this Plan,  which  provides  for an amount  payable in Stock and/or
       cash,  as determined  by the  Committee,  equal to the excess of the Fair
       Market  Value of a share of Stock on the day the Stock Right is exercised
       over the price at which the  Participant  could  exercise a related Stock
       Option to purchase the share of Stock.

2.39   "Stock Appreciation Right Fair Market Value" means a value established by
       the Committee for the exercise of a Stock



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       Appreciation Right or a Limited Stock Appreciation Right.

2.40   "Stock Award" means an Award of Stock granted in payment of compensation,
       as provided in Article X of the Plan.

2.41   "Stock  Option"  means an Award  under  Article IV or V of the Plan of an
       option to purchase Stock. A Stock Option may be either an Incentive Stock
       Option or a Nonqualified Stock Option.

2.42   "Stock  Right" means an Award under Article VI of the Plan. A Stock Right
       may be either a Stock  Appreciation Right or a Limited Stock Appreciation
       Right.

2.43   "Subsidiary" or "Subsidiaries" means:

       (a)    for the purpose of an  Incentive  Stock  Option,  any  corporation
              (other than the  Corporation) in an unbroken chain of corporations
              beginning with the  Corporation if, at the time of the granting of
              the  Option,   each  of  the  corporations  other  than  the  last
              corporation  in the  unbroken  chain owns stock  possessing  fifty
              percent  (50%) or more of the total  combined  voting power of all
              classes of stock in one of the other  corporations  in such chain;
              and

       (b)    for the purposes of all other types of  equity-based  compensation
              provided  for under the Plan,  any  corporation  (or  partnership,
              joint venture,  limited liability company, or other enterprise) of
              which the  Corporation  owns or controls,  directly or indirectly,
              fifty  percent  (50%) or more of the  outstanding  shares of stock
              normally  entitled  to vote  for the  election  of  directors  (or
              comparable equity participation and voting power).

2.44   "Termination of Employment"  means the  discontinuance of employment of a
       Participant with the Corporation or its Subsidiaries for any reason other
       than  a  Transfer.   The  determination  of  whether  a  Participant  has
       discontinued employment shall be made by the Committee in its discretion.
       In  determining  whether a Termination  of Employment  has occurred,  the
       Committee  may provide  that  service as a  consultant  or service with a
       business enterprise in which the Corporation has a significant  ownership
       interest  shall  be  treated  as  employment  with the  Corporation.  The
       Committee shall have the discretion,  exercisable  either at the time the
       Award is granted or at the time the Participant terminates employment, to
       establish as a provision applicable to the exercise of one or more Awards
       that during the limited period of 



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       exercisability  following  Termination  of  Employment,  the Award may be
       exercised  not only  with  respect  to the  number of shares of Stock for
       which it is exercisable at the time of the  Termination of Employment but
       also with respect to one or more  subsequent  installments  for which the
       Award would have become exercisable had the Termination of Employment not
       occurred.

2.45   "Transfer" means a change of employment of a Participant within the group
       consisting of the Corporation and its Subsidiaries.



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                          ARTICLE III - ADMINISTRATION


3.1    This  Plan  shall  be  administered  by  the  Committee.  Members  of the
       Committee  may vote on any matters  affecting the  administration  of the
       Plan or the grant of Awards  pursuant  to the Plan,  except  that no such
       member shall act upon the granting of an Award to himself or herself, but
       any such member may be counted in  determining  the existence of a quorum
       at any meeting of the  Committee  or Board  during  which action is taken
       with respect to the granting of an Award to such member.  The  Committee,
       in its discretion, may delegate to one or more of its members such of its
       powers as it deems appropriate. The Committee also may limit the power of
       any member to the extent  necessary  to comply  with Rule 16b-3 under the
       Act or any  other  law.  Members  of the  Committee  shall  be  appointed
       originally,  and as  vacancies  occur,  by the  Board,  to  serve  at the
       pleasure of the Board.  The Board may serve as the  Committee,  if by the
       terms of the Plan all Board  members are  otherwise  eligible to serve on
       the Committee.

3.2    The  Committee  shall meet at such times and places as it  determines.  A
       majority of its members shall constitute a quorum,  and the decision of a
       majority  of those  present  at any  meeting at which a quorum is present
       shall  constitute the decision of the Committee.  A memorandum  signed by
       all of its members shall constitute the decision of the Committee without
       necessity, in such event, for holding an actual meeting.

3.3    The Committee shall have the exclusive  right to interpret,  construe and
       administer the Plan, to select the persons who are eligible to receive an
       Award,  and to act in all matters  pertaining to the granting of an Award
       and the  contents  of the  Agreement  evidencing  the  Award,  including,
       without  limitation,  the  determination  of the number of Stock Options,
       Stock Rights,  shares of Stock or Performance  Shares subject to an Award
       and the form,  terms,  conditions  and  duration of each  Award,  and any
       amendment  thereof  consistent with the provisions of the Plan. All acts,
       determinations  and decisions of the Committee  made or taken pursuant to
       grants of  authority  under  the Plan or with  respect  to any  questions
       arising in connection with the  administration  and interpretation of the
       Plan,  including  the  severability  of any  and  all  of the  provisions
       thereof,  shall be conclusive,  final and binding upon all  Participants,
       Eligible Participants and their beneficiaries.

3.4    The Committee may adopt such rules, regulations and 


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       procedures of general application for the administration of this Plan, as
       it deems appropriate.

3.5    Without  limiting  the  foregoing  Sections  3.1,  3.2,  3.3 and 3.4, and
       notwithstanding  any other  provisions  of the  Plan,  the  Committee  is
       authorized  to take  such  action as it  determines  to be  necessary  or
       advisable,  and fair and  equitable to  Participants,  with respect to an
       Award in the event of an  Acceleration  Event as defined in Article XIII.
       Such  action  may  include,  but shall not be limited  to,  establishing,
       amending or waiving the forms, terms, conditions and duration of an Award
       and the Award Agreement, so as to provide for earlier, later, extended or
       additional  times  for  exercise  or  payments,   differing  methods  for
       calculating  payments,   alternate  forms  and  amounts  of  payment,  an
       accelerated release of restrictions or other modifications. The Committee
       may take such actions  pursuant to this Section 3.5 by adopting rules and
       regulations of general  applicability  to all  Participants or to certain
       categories of Participants,  by including,  amending or waiving terms and
       conditions in an Award and the Award Agreement,  or by taking action with
       respect to individual Participants.

3.6    The  aggregate  number of shares of Stock  which are  subject to an Award
       under the Plan shall be one million  five  hundred  thousand  (1,500,000)
       shares,  plus four percent (4%) of any increase,  other than any increase
       due  to  Awards  under  this  Plan  or  any  other  similar  plan  of the
       Corporation, in the number of authorized and issued shares of Stock above
       the number of authorized and outstanding shares as of the Effective Date.
       Such shares of Stock shall be made available from authorized and unissued
       shares of the Corporation.

       (a)    If,  for any  reason,  any shares of Stock or  Performance  Shares
              awarded or subject to purchase under the Plan are not delivered or
              purchased,  or are  reacquired  by the  Corporation,  for  reasons
              including, but not limited to, a forfeiture of Restricted Stock or
              termination,  expiration or cancellation of a Stock Option,  Stock
              Right or Performance  Share, or any other  termination of an Award
              without  payment  being made in the form of Stock  (whether or not
              Restricted  Stock),  such  shares of Stock or  Performance  Shares
              shall not be charged  against  the  aggregate  number of shares of
              Stock  available  for Award  under the  Plan,  and shall  again be
              available for Award under the Plan.

       (b)    For all purposes under the Plan,  each  Performance  


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              Share awarded shall be counted as one share of Stock subject to an
              Award.

       (c)    To the extent a Stock  Right  granted in  connection  with a Stock
              Option is  exercised  without  payment  being  made in the form of
              Stock (whether or not Restricted Stock), the shares of Stock which
              otherwise would have been issued upon the exercise of such related
              Stock Option shall not be charged against the aggregate  number of
              shares of Stock  subject  to an Award  under  the Plan,  and shall
              again be available for Award under the Plan.

3.7    Each Award  granted  under the Plan shall be evidenced by a written Award
       Agreement.  Each Award  Agreement shall be subject to and incorporate (by
       reference or otherwise) the applicable  terms and conditions of the Plan,
       and any  other  terms and  conditions  (not  inconsistent  with the Plan)
       required by the Committee.

3.8    The   Corporation   shall  not  be  required  to  issue  or  deliver  any
       certificates for shares of Stock prior to:

       (a)    the  listing  of such  shares on any stock  exchange  on which the
              Stock may then be listed; and

       (b)    the completion of any registration or qualification of such shares
              of  Stock  under  any  federal  or state  law,  or any  ruling  or
              regulation of any government body which the Corporation  shall, in
              its discretion, determine to be necessary or advisable.

3.9    All  certificates for shares of Stock delivered under the Plan shall also
       be subject to such  stop-transfer  orders and other  restrictions  as the
       Committee  may deem  advisable  under the rules,  regulations,  and other
       requirements  of  the  Securities  and  Exchange  Commission,  any  stock
       exchange upon which the Stock is then listed and any  applicable  federal
       or state  laws,  and the  Committee  may cause a legend or  legends to be
       placed on any such  certificates  to make  appropriate  reference to such
       restrictions.  In making such determination,  the Committee may rely upon
       an opinion of counsel for the Corporation.

3.10   Subject to the  restrictions on Restricted  Stock, as provided in Article
       VIII of the  Plan  and in the  Restricted  Stock  Award  Agreement,  each
       Participant  who receives an Award of Restricted  Stock shall have all of
       the  rights  of a  stockholder  with  respect  to such  shares  of Stock,
       including the right to vote the shares to the extent, if any, such shares
       possess  voting  rights and receive  


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       dividends and other  distributions.  Except as provided  otherwise in the
       Plan or in an Award  Agreement,  no  Participant  awarded a Stock Option,
       Stock Right,  Deferred Stock, Stock Award or Performance Share shall have
       any right as a stockholder with respect to any shares of Stock covered by
       his or her Stock  Option,  Stock Right,  Deferred  Stock,  Stock Award or
       Performance  Share  prior  to the  date  of  issuance  to him or her of a
       certificate or certificates for such shares of Stock.

3.11   If  any   reorganization,   recapitalization,   reclassification,   stock
       split-up,  stock dividend, or consolidation of shares of Stock, merger or
       consolidation  of the  Corporation or its  Subsidiaries  or sale or other
       disposition by the Corporation or its Subsidiaries of all or a portion of
       its assets,  any other change in the  Corporation's or its  Subsidiaries'
       corporate  structure,  or any  distribution to stockholders  other than a
       cash  dividend  results  in  the  outstanding  shares  of  Stock,  or any
       securities exchanged therefor or received in their place, being exchanged
       for a different number or class of shares of Stock or other securities of
       the Corporation,  or for shares of Stock or other securities of any other
       corporation;  or new,  different or additional shares or other securities
       of the  Corporation  or of any other  corporation  being  received by the
       holders of outstanding shares of Stock, then equitable  adjustments shall
       be made by the Committee in:

       (a)    the limitation of the aggregate number of shares of Stock that may
              be awarded as set forth in Sections 3.6,  3.16, and 4.1(e) (to the
              extent permitted under Section 422 of the Code) of the Plan;

       (b)    the number and class of Stock that may be subject to an Award, and
              which have not been  issued or  transferred  under an  outstanding
              Award;

       (c)    the purchase price to be paid per share of Stock under outstanding
              Stock Options and the number of shares of Stock to be  transferred
              in settlement of outstanding Stock Rights; and

       (d)    the  terms,  conditions  or  restrictions  of any  Award and Award
              Agreement,  including  the price  payable for the  acquisition  of
              Stock; provided,  however, that all adjustments made as the result
              of the foregoing in respect of each  Incentive  Stock Option shall
              be  made  so  that  such  Stock  Option  shall  continue  to be an
              Incentive Stock Option, as defined in Section 422 of the Code.

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3.12   In addition to such other rights of  indemnification  as they may have as
       directors or as members of the  Committee,  the members of the  Committee
       shall be  indemnified by the  Corporation  against  reasonable  expenses,
       including   attorney's  fees,   actually  and  necessarily   incurred  in
       connection  with the defense of any  action,  suit or  proceeding,  or in
       connection with any appeal therein, to which they or any of them may be a
       party by  reason  of any  action  taken  or  failure  to act  under or in
       connection with the Plan or any Award granted thereunder, and against all
       amounts paid by them in settlement  thereof  (provided such settlement is
       approved by independent  legal counsel  selected by the  Corporation)  or
       paid by them in  satisfaction  of a judgment  or  settlement  in any such
       action,  suit  or  proceeding,  except  as to  matters  as to  which  the
       Committee  member has been  negligent  or engaged  in  misconduct  in the
       performance  of his duties;  provided,  that within sixty (60) days after
       institution of any such action,  suit or proceeding,  a Committee  member
       shall in  writing  offer  the  Corporation  the  opportunity,  at its own
       expense, to handle and defend the same.

3.13   The Committee may require each person purchasing shares of Stock pursuant
       to a Stock Option or other Award under the Plan to represent to and agree
       with the  Corporation in writing that he is acquiring the shares of Stock
       without a view to distribution  thereof. The certificates for such shares
       of Stock may include any legend which the Committee deems  appropriate to
       reflect any restrictions on transfer.

3.14   The Committee  shall be authorized to make  adjustments  in a performance
       based  criteria  or in the  terms  and  conditions  of  other  Awards  in
       recognition of unusual or nonrecurring  events  affecting the Corporation
       (or any Subsidiary, if applicable) or its financial statements or changes
       in applicable laws, regulations or accounting  principles.  The Committee
       may  correct  any  defect,   supply  any   omission  or   reconcile   any
       inconsistency in the Plan or any Award Agreement in the manner and to the
       extent it shall deem desirable to carry it into effect.  In the event the
       Corporation (or any Subsidiary,  if applicable) shall assume  outstanding
       employee  benefit  awards or the right or  obligation to make future such
       awards in  connection  with the  acquisition  of another  corporation  or
       business  entity,  the  Committee  may,  in  its  discretion,  make  such
       adjustments  in the  terms of  Awards  under  the  Plan as it shall  deem
       appropriate.

3.15   The Committee  shall have full power and authority to determine  whether,
       to what extent and under what circumstances,  any Award shall be canceled
       or suspended.  


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       In particular,  but without  limitation,  all  outstanding  Awards to any
       Participant shall be canceled if (a) the Participant, without the consent
       of the Committee,  while employed by the Corporation or any Subsidiary or
       after termination of such employment,  becomes associated with,  employed
       by,  renders  services  to,  or owns  any  interest  in  (other  than any
       nonsubstantial  interest,  as determined by the Committee),  any business
       that is in competition with the Corporation or with any business in which
       the Corporation  and/or its Subsidiaries  have a substantial  interest as
       determined by the Committee; or (b) is terminated for cause as determined
       by the Committee.

3.16   Subject  to  the   limitations  of  Section  3.6,  and  pursuant  to  the
       requirements   of  section  162(m)  of  the  Code  and  the   regulations
       promulgated  thereunder,  and  to the  extent  required  thereunder,  the
       maximum  number  of  shares of Stock  with  respect  to which an Award or
       Awards of Stock Options and/or Stock Rights under the Plan may be granted
       during any calendar year to any employee shall be fifty thousand (50,000)
       shares;  provided,  however,  that if the  number of shares of Stock with
       respect to which an Award or Awards of Stock Options  and/or Stock Rights
       under the Plan are granted during a calendar year to any employee is less
       than fifty  thousand  (50,000)  shares,  or if no Award of Stock  Options
       and/or Stock Rights under the Plan is granted during any calendar year to
       such employee, then the amount of such shortfall shall be carried forward
       and added to the maximum  number of shares of Stock with respect to which
       an Award or Awards of Stock  Options  and/or  Stock Rights under the Plan
       may be granted in a subsequent calendar year to such employee.


                                       13
<PAGE>


                      ARTICLE IV - INCENTIVE STOCK OPTIONS


4.1    Each  provision  of this  Article IV and of each  Incentive  Stock Option
       granted hereunder shall be construed in accordance with the provisions of
       Section  422 of the Code,  and any  provision  hereof  that  cannot be so
       construed shall be disregarded.  Incentive Stock Options shall be granted
       only to  Eligible  Participants,  each of whom may be granted one or more
       such  Incentive  Stock  Options at such time or times  determined  by the
       Committee  following the Effective Date until November 20, 2000,  subject
       to the following conditions:

       (a)    The  Incentive  Stock Option price per share of Stock shall be set
              in the Award  Agreement,  but  shall not be less than one  hundred
              percent  (100%) of the Fair Market  Value of the Stock at the time
              of the Option Grant Date.

       (b)    The Incentive  Stock Option and its related  Stock Right,  if any,
              may be  exercised  in full or in part from time to time within ten
              (10) years from the Option Grant Date,  or such shorter  period as
              may be specified by the Committee in the Award; provided,  that in
              any event,  the  Incentive  Stock  Option and related  Stock Right
              shall  lapse  and cease to be  exercisable  upon,  or within  such
              period  following,  a Termination of Employment as shall have been
              determined  by the  Committee  and as specified  in the  Incentive
              Stock  Option  Award  Agreement  or its related  Stock Right Award
              Agreement;   provided,  however,  that  such  period  following  a
              Termination of Employment shall not exceed three (3) months unless
              employment shall have terminated:

              (i)    as a result of death or  Disability,  in which event,  such
                     period shall not exceed one year after the date of death or
                     Disability; and

              (ii)   as  a  result  of  death,  if  death  shall  have  occurred
                     following  a  Termination   of  Employment  and  while  the
                     Incentive   Stock   Option   or  Stock   Right   was  still
                     exercisable,  in which event,  such period shall not exceed
                     one year after the date of death;

              provided,  further,  that such period  following a Termination  of
              Employment  shall in no event extend the original  exercise period
              of the Incentive Stock Option or any related Stock Right.


                                       14
<PAGE>


       (c)    The aggregate Fair Market Value, determined as of the Option Grant
              Date, of the shares of Stock with respect to which Incentive Stock
              Options  are first  exercisable  during any  calendar  year by any
              Eligible Participant shall not exceed one hundred thousand dollars
              ($100,000);  provided,  however,  to the  extent  permitted  under
              Section 422 of the Code:

              (i)    if a  Participant's  employment  is terminated by reason of
                     death,  Disability  or  Retirement  and the  portion of any
                     Incentive Stock Option that is otherwise exercisable during
                     the  post-termination  period applied without regard to the
                     one hundred thousand dollar ($100,000) limitation contained
                     in Section  422 of the Code is greater  than the portion of
                     such option that is immediately exercisable as an Incentive
                     Stock  Option  during such  post-termination  period  under
                     Section 422, such excess shall be treated as a Nonqualified
                     Stock Option; and

              (ii)   if the exercise of an Incentive Stock Option is accelerated
                     by reason of an  Acceleration  Event,  any  portion of such
                     Award that is not  exercisable as an Incentive Stock Option
                     by reason of the one  hundred  thousand  dollar  ($100,000)
                     limitation  contained  in Section  422 of the Code shall be
                     treated as a Nonqualified Stock Option.

       (d)    Incentive  Stock  Options  shall be  granted  only to an  Eligible
              Participant  who, at the time of the Option  Grant Date,  does not
              own stock  possessing  more than 10% of the total combined  voting
              power  of all  classes  of  stock  of the  Corporation;  provided,
              however, the foregoing  restriction shall not apply if at the time
              of the Option  Grant Date the option price is at least one hundred
              ten percent  (110%) of the Fair Market Value of the Stock  subject
              to the Incentive  Stock Option and such Incentive  Stock Option by
              its  terms is not  exercisable  after the  expiration  of five (5)
              years from the Option Grant Date.

       (e)    Subject to the  limitations  of Section 3.6, the maximum number of
              shares of Stock subject to Incentive  Stock Option Awards shall be
              one hundred thousand (100,000).

       (f)    The  Committee may adopt any other terms and  conditions  which it
              determines  should be imposed for 


                                       15
<PAGE>


              the  Incentive  Stock Option to qualify  under  Section 422 of the
              Code, as well as any other terms and conditions  not  inconsistent
              with this Article IV as determined by the Committee.

4.2    The  Committee  may at any time  offer to buy out for a payment  in cash,
       Stock,  Deferred  Stock or  Restricted  Stock an  Incentive  Stock Option
       previously  granted,  based on such terms and conditions as the Committee
       shall  establish and communicate to the Participant at the time that such
       offer is made.

4.3    If the Incentive Stock Option Award Agreement so provides,  the Committee
       may require that all or part of the shares of Stock to be issued upon the
       exercise of an Incentive  Stock Option shall take the form of Deferred or
       Restricted  Stock,  which  shall be  valued on the date of  exercise,  as
       determined  by the  Committee,  on the basis of the Fair Market  Value of
       such Deferred Stock or Restricted Stock determined  without regard to the
       deferral limitations and/or forfeiture restrictions involved.


                                       16
<PAGE>


                     ARTICLE V - NONQUALIFIED STOCK OPTIONS


5.1    One or more Stock Options may be granted as Nonqualified Stock Options to
       Eligible  Participants  to purchase shares of Stock at such time or times
       determined by the Committee, following the Effective Date, subject to the
       terms and conditions set forth in this Article V.

5.2    The  Nonqualified  Stock  Option  price  per  share  of  Stock  shall  be
       established  in the  Award  Agreement  and may be less  than one  hundred
       percent  (100%) of the Fair Market Value at the time of the grant,  or at
       such later date as the Committee shall determine.

5.3    The Nonqualified Stock Option and its related Stock Right, if any, may be
       exercised  in full or in part from time to time within such period as may
       be specified by the Committee or in the Award Agreement;  provided, that,
       in any event, the  Nonqualified  Stock Option and the related Stock Right
       shall  lapse and cease to be  exercisable  upon,  or within  such  period
       following, Termination of Employment as shall have been determined by the
       Committee  and  as  specified  in the  Nonqualified  Stock  Option  Award
       Agreement or Stock Right Award Agreement;  provided,  however,  that such
       period  following  Termination  of Employment  shall not exceed three (3)
       months unless employment shall have terminated:

       (a)    as a result of  Retirement  or  Disability,  in which event,  such
              period shall not exceed one year after the date of  Retirement  or
              Disability,  or within such  longer  period as the  Committee  may
              specify; and

       (b)    as a result of death, or if death shall have occurred  following a
              Termination of Employment and while the Nonqualified  Stock Option
              or Stock Right was still exercisable,  in which event, such period
              may exceed one year after the date of death,  as  provided  by the
              Committee or in the Award Agreement.

5.4    The Nonqualified Stock Option Award Agreement may include any other terms
       and conditions not inconsistent with this Article V or in Article VII, as
       determined by the Committee.


                                       17
<PAGE>


                     ARTICLE VI - STOCK APPRECIATION RIGHTS

6.1    A Stock Appreciation  Right may be granted to an Eligible  Participant in
       connection with an Incentive Stock Option or a Nonqualified  Stock Option
       granted  under  Article IV or  Article V of this Plan,  or may be granted
       independent of any related Stock Option.

6.2    A related  Stock  Appreciation  Right  shall  entitle a holder of a Stock
       Option, within the period specified for the exercise of the Stock Option,
       to surrender the unexercised  Stock Option (or a portion  thereof) and to
       receive in exchange  therefor a payment in cash or shares of Stock having
       an aggregate  value equal to the amount by which the Fair Market Value of
       each share of Stock  exceeds the Stock  Option  price per share of Stock,
       times the number of shares of Stock  under the Stock  Option,  or portion
       thereof, which is surrendered.

6.3    Each related Stock  Appreciation Right granted hereunder shall be subject
       to the same terms and  conditions as the related Stock Option,  including
       limitations on transferability,  if any, and shall be exercisable only to
       the extent such Stock Option is exercisable  and shall terminate or lapse
       and cease to be exercisable  when the related Stock Option  terminates or
       lapses. The grant of Stock Appreciation Rights related to Incentive Stock
       Options must be concurrent with the grant of the Incentive Stock Options.
       With  respect to  Nonqualified  Stock  Options,  the grant  either may be
       concurrent  with  the  grant of the  Nonqualified  Stock  Options,  or in
       connection  with  Nonqualified  Stock  Options  previously  granted under
       Article V, which are unexercised and have not terminated or lapsed.

6.4    The  Committee  shall  have sole  discretion  to  determine  in each case
       whether the payment with respect to the exercise of a Stock  Appreciation
       Right  will be in the form of all cash,  all  Stock,  or any  combination
       thereof. If payment is to be made in Stock, the number of shares of Stock
       shall be  determined  based on the Fair Market  Value of the Stock on the
       date of exercise.  If the Committee elects to make full payment in Stock,
       no fractional  shares of Stock shall be issued and cash payments shall be
       made in lieu of fractional shares.

6.5    The Committee  shall have sole discretion as to the timing of any payment
       made in cash,  Stock,  or a combination  thereof,  upon exercise of Stock
       Appreciation  Rights.  Payment  may be  made  in a lump  sum,  in  annual
       installments 


                                       18
<PAGE>


       or  may  be  otherwise  deferred;  and  the  Committee  shall  have  sole
       discretion  to determine  whether any deferred  payments may bear amounts
       equivalent to interest or cash dividends.

6.6    Upon  exercise  of a Stock  Appreciation  Right,  the number of shares of
       Stock   subject  to  exercise   under  any  related  Stock  Option  shall
       automatically be reduced by the number of shares of Stock  represented by
       the Stock Option or portion thereof which is surrendered.

6.7    The  Committee,  in its sole  discretion,  may also provide  that, in the
       event of a Change in Control  and/or a Potential  Change in Control,  the
       amount  to be paid upon the  exercise  of a Stock  Appreciation  Right or
       Limited Stock  Appreciation Right shall be based on the Change in Control
       Price,  subject to such terms and conditions as the Committee may specify
       at grant.

6.8    In  its  sole   discretion,   the   Committee  may  grant  Limited  Stock
       Appreciation  Rights under this Article VI.  Limited  Stock  Appreciation
       Rights become exercisable only in the event of a Change in Control and/or
       a Potential  Change in Control,  subject to such terms and  conditions as
       the Committee, in its sole discretion, may specify at grant. Such Limited
       Stock  Appreciation  Rights  shall be settled  solely in cash.  A Limited
       Stock  Appreciation  Right shall  entitle the holder of the related Stock
       Option to surrender  such Stock Option,  or any portion  thereof,  to the
       extent  unexercised  in  respect  of the  number of shares of Stock as to
       which such Limited Stock Appreciation Right is exercised,  and to receive
       a cash payment equal to the difference between (a) the Stock Appreciation
       Right Fair Market  Value (at the date of  surrender)  of a share of Stock
       for  which  the  surrendered  Stock  Option or  portion  thereof  is then
       exercisable,  and (b) the price at which a Participant  could  exercise a
       related  Stock Option to purchase  the share of Stock.  Such Stock Option
       shall, to the extent so surrendered, thereupon cease to be exercisable. A
       Limited Stock  Appreciation  Right shall be subject to such further terms
       and  conditions  as the Committee  shall,  in its sole  discretion,  deem
       appropriate.


                                       19
<PAGE>


            ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS


7.1    Each Stock Option and Stock Right shall be granted  subject to such terms
       and  conditions,  if any, not  inconsistent  with this Plan,  as shall be
       determined by the  Committee,  including  any  provisions as to continued
       employment  as  consideration  for the grant or  exercise  of such  Stock
       Option or Stock Right and any provisions which may be advisable to comply
       with  applicable  laws,   regulations  or  rulings  of  any  governmental
       authority.

7.2    An Incentive  Stock Option and its related Stock Right, if any, shall not
       be transferable  by the Participant  other than by will or by the laws of
       descent and distribution, and shall be exercisable during the lifetime of
       the Participant only by him or by his guardian or legal representative. A
       Nonqualified  Stock Option and its related Stock Right,  if any, shall be
       subject to the  transferability  and  exercisability  restrictions of the
       immediately   preceding  sentence  unless  otherwise  determined  by  the
       Committee, in its sole discretion,  and set forth in the applicable Award
       Agreement.  Nonqualified Stock Options and their related Stock Rights, if
       any, granted prior to the effectiveness of this Section may be amended to
       provide for their  transferability  to the extent, if any,  determined by
       the Committee, in its sole discretion.

7.3    Shares of Stock  purchased  upon exercise of a Stock Option shall be paid
       for in such  amounts,  at such  times  and  upon  such  terms as shall be
       determined  by the  Committee,  subject to  limitations  set forth in the
       Stock  Option  Award  Agreement.  Without  limiting  the  foregoing,  the
       Committee may  establish  payment terms for the exercise of Stock Options
       which  permit  the  Participant  to  deliver  shares  of Stock  (or other
       evidence of ownership of Stock  satisfactory to the  Corporation)  with a
       Fair Market Value equal to the Stock Option price as payment.

7.4    No cash dividends shall be paid on shares of Stock subject to unexercised
       Stock Options. The Committee may provide,  however, that a Participant to
       whom a Stock Option has been granted which is  exercisable in whole or in
       part at a future time for shares of Stock shall be entitled to receive an
       amount per share equal in value to the cash  dividends,  if any, paid per
       share on issued and  outstanding  Stock,  as of the dividend record dates
       occurring  during the period  between  the date of the grant and the time
       each such share of Stock is delivered  pursuant to exercise of such Stock
       Option or the related Stock Right.  Such amounts (herein called "dividend


                                       20
<PAGE>


       equivalents") may, in the discretion of the Committee, be:

       (a)    paid in cash or Stock either from time to time prior to, or at the
              time of the delivery  of, such Stock,  or upon  expiration  of the
              Stock Option if it shall not have been fully exercised; or

       (b)    converted into contingently credited shares of Stock (with respect
              to which dividend  equivalents may accrue) in such manner, at such
              value, and deliverable at such time or times, as may be determined
              by the Committee.

       Such Stock (whether delivered or contingently  credited) shall be charged
       against the limitations set forth in Section 3.6.

7.5    The Committee, in its sole discretion,  may authorize payment of interest
       equivalents on dividend equivalents which are payable in cash at a future
       time.

7.6    In the event of death or Disability,  the Committee,  with the consent of
       the Participant or his legal  representative,  may authorize payment,  in
       cash or in Stock, or partly in cash and partly in Stock, as the Committee
       may direct,  of an amount equal to the difference at the time between the
       Fair Market  Value of the Stock  subject to a Stock Option and the Option
       price in consideration of the surrender of the Stock Option.

7.7    If a  Participant  is required to pay to the  Corporation  an amount with
       respect  to  income  and  employment  tax   withholding   obligations  in
       connection  with exercise of a  Nonqualified  Stock  Option,  and/or with
       respect to certain dispositions of Stock acquired upon the exercise of an
       Incentive Stock Option,  the Committee,  in its discretion and subject to
       such rules as it may adopt,  may permit the  Participant  to satisfy  the
       obligation, in whole or in part, by making an irrevocable election that a
       portion of the total Fair Market Value of the shares of Stock  subject to
       the Nonqualified Stock Option and/or with respect to certain dispositions
       of Stock acquired upon the exercise of an Incentive Stock Option, be paid
       in the form of cash in lieu of the  issuance  of Stock and that such cash
       payment be applied to the  satisfaction of the  withholding  obligations.
       The amount to be withheld shall not exceed the statutory  minimum Federal
       and State  income and  employment  tax  liability  arising from the Stock
       Option exercise transaction.

7.8    The Committee  may permit the voluntary  surrender of all or 


                                       21
<PAGE>


       a portion of any Stock Option  granted  under the Plan to be  conditioned
       upon the granting to the  Participant  of a new Stock Option for the same
       or a different number of shares of Stock as the Stock Option surrendered,
       or may require such  voluntary  surrender  as a condition  precedent to a
       grant  of a  new  Stock  Option  to  such  Participant.  Subject  to  the
       provisions of the Plan, such new Stock Option shall be exercisable at the
       same price,  during such period and on such other terms and conditions as
       are  specified  by the  Committee  at the time the new  Stock  Option  is
       granted. Upon surrender,  the Stock Options surrendered shall be canceled
       and the shares of Stock previously subject to them shall be available for
       the grant of other Stock Options.



                                       22
<PAGE>


                         ARTICLE VIII - RESTRICTED STOCK


8.1    Restricted  Stock  Awards  may be  made  to  certain  Participants  as an
       incentive for the  performance  of future  services that will  contribute
       materially  to the  successful  operation  of  the  Corporation  and  its
       Subsidiaries.  Awards of Restricted  Stock may be made either  alone,  in
       addition to or in tandem with other Awards  granted under the Plan and/or
       cash payments made outside of the Plan.

8.2    With respect to Awards of Restricted Stock, the Committee shall:

       (a)    determine  the  purchase  price,  if  any,  to be  paid  for  such
              Restricted Stock, which may be equal to or less than par value and
              may be  zero,  subject  to such  minimum  consideration  as may be
              required by applicable law;

       (b)    determine the length of the Restriction Period;

       (c)    determine any restrictions applicable to the Restricted Stock such
              as  service  or  performance,  other  than those set forth in this
              Article VIII;

       (d)    determine  if the  restrictions  shall  lapse as to all  shares of
              Restricted  Stock at the end of the Restriction  Period or as to a
              portion of the shares of Restricted  Stock in installments  during
              the Restriction Period; and

       (e)    determine if dividends and other  distributions  on the Restricted
              Stock are to be paid  currently to the  Participant or withheld by
              the  Corporation  or  its  Subsidiaries  for  the  account  of the
              Participant.

8.3    Awards of Restricted Stock must be accepted within a period of sixty (60)
       days (or such  shorter  periods as the  Committee  may  specify at grant)
       after the Award date, by executing a Restricted Stock Award Agreement and
       paying whatever price (if any) is required.

       The prospective  recipient of a Restricted Stock Award shall not have any
       rights with respect to such Award,  unless such  recipient has executed a
       Restricted  Stock Award Agreement and has delivered a fully executed copy
       thereof to the Committee,  and has otherwise complied with the applicable
       terms and conditions of such Award.

8.4    Except when the Committee determines otherwise,  or as 


                                       23
<PAGE>


       otherwise  provided  in  the  Restricted  Stock  Award  Agreement,  if  a
       Participant   terminates   employment   with  the   Corporation   or  its
       Subsidiaries  for any reason  before the  expiration  of the  Restriction
       Period, all shares of Restricted Stock still subject to restriction shall
       be  forfeited  by  the   Participant  and  shall  be  reacquired  by  the
       Corporation.

8.5    Except  as  otherwise  provided  in  this  Article  VIII,  no  shares  of
       Restricted  Stock  received by a  Participant  shall be sold,  exchanged,
       transferred,  pledged,  hypothecated or otherwise  disposed of during the
       Restriction Period.

8.6    To  the  extent  not  otherwise  provided  in a  Restricted  Stock  Award
       Agreement,  in cases of death,  Disability  or  Retirement or in cases of
       special circumstances,  the Committee, if it finds that a waiver would be
       appropriate,  may elect to waive any or all remaining  restrictions  with
       respect to such Participant's Restricted Stock.

8.7    In the event of hardship or other special  circumstances of a Participant
       whose  employment with the Corporation or any Subsidiary is involuntarily
       terminated (other than for cause), the Committee may waive in whole or in
       part any or all remaining  restrictions with respect to any or all of the
       Participant's Restricted Stock, based on such factors and criteria as the
       Committee may deem appropriate.

8.8    The certificates representing shares of Restricted Stock may either:

       (a)    be held in custody by the Corporation until the Restriction Period
              expires or until  restrictions  thereon  otherwise  lapse, and the
              Participant  shall  deliver  to  the  Corporation  a  stock  power
              endorsed in blank relating to the Restricted Stock; and/or

       (b)    be issued to the  Participant  and  registered  in the name of the
              Participant,  and shall bear an appropriate restrictive legend and
              shall be subject to appropriate stop-transfer orders.

8.9    Except as  provided  in this  Article  VIII,  a  Participant  receiving a
       Restricted  Stock  Award  shall  have,  with  respect  to the  shares  of
       Restricted Stock covered by any Award, all of the rights of a shareholder
       of the  Corporation,  including  the  right  to vote the  shares,  to the
       extent,  if any,  such shares  possess  voting  rights,  and the right to
       receive any dividends;  provided, however, the Committee may require that
       any dividends on such shares of Restricted  Stock shall be  automatically
       deferred and  


                                       24
<PAGE>


       reinvested   in   additional   Restricted   Stock  subject  to  the  same
       restrictions  as the underlying  Award, or may require that dividends and
       other  distributions  on  Restricted  Stock  shall  be  withheld  by  the
       Corporation or its Subsidiaries  for the account of the Participant.  The
       Committee  shall  determine  whether  interest  shall be paid on  amounts
       withheld,  the rate of any such interest,  and the other terms applicable
       to such withheld amounts.

8.10   If and when the Restriction  Period expires without a prior forfeiture of
       the Restricted  Stock subject to such  Restriction  Period,  unrestricted
       certificates for such shares shall be delivered to the Participant.

8.11   In order to better  ensure  that  Award  payments  actually  reflect  the
       performance of the  Corporation and its  Subsidiaries  and the service of
       the Participant, the Committee may provide, in its sole discretion, for a
       tandem  performance-based  or other Award designed to guarantee a minimum
       value,  payable in cash or Stock to the  recipient of a Restricted  Stock
       Award,  subject to such performance,  future service,  deferral and other
       terms and conditions as may be specified by the Committee.


                                       25
<PAGE>


                           ARTICLE IX - DEFERRED STOCK


9.1    Shares of Deferred Stock (together with cash dividend equivalents,  if so
       determined by the Committee) may be issued either alone or in addition to
       other Awards  granted under the Plan in the  discretion of the Committee.
       The Committee  shall  determine the  individuals to whom, and the time or
       times at which,  such  Awards  will be made,  the  number of shares to be
       awarded,  the price (if any) to be paid by the  recipient  of a  Deferred
       Stock Award, the time or times within which such Awards may be subject to
       forfeiture,  and all other  conditions  of the Awards.  The Committee may
       condition  Awards of  Deferred  Stock upon the  attainment  of  specified
       performance  goals or such other factors or criteria as the Committee may
       determine.

9.2    Deferred  Stock  Awards  shall be  subject  to the  following  terms  and
       conditions:

       (a)    Subject to the  provisions of this Plan and the  applicable  Award
              Agreement,  Deferred  Stock  Awards may not be sold,  transferred,
              pledged,  assigned or  otherwise  encumbered  during the  Deferral
              Period.  At the expiration of the Deferral Period (or the Elective
              Deferral Period defined in Section 9.3), share  certificates shall
              be delivered to the Participant, or his legal representative, in a
              number  equal to the  number  of shares  of Stock  covered  by the
              Deferred Stock Award.

              Based  on  service,  performance  and/or  such  other  factors  or
              criteria as the Committee may determine,  the Committee,  however,
              at or after grant,  may  accelerate the vesting of all or any part
              of any Deferred Stock Award and/or waive the deferral  limitations
              for all or any part of such Award.

       (b)    Unless otherwise determined by the Committee, amounts equal to any
              dividends that would have been payable during the Deferral  Period
              with  respect  to the  number  of  shares  of Stock  covered  by a
              Deferred Stock Award if such shares of Stock had been  outstanding
              shall be  automatically  deferred and deemed to be  reinvested  in
              additional   Deferred   Stock,   subject  to  the  same   deferral
              limitations as the underlying Award.

       (c)    Except to the  extent  otherwise  provided  in this Plan or in the
              applicable Award Agreement,  upon Termination of Employment during
              the Deferral Period for a given Award,  the Deferred Stock covered
              by such 


                                       26
<PAGE>


              Award shall be forfeited by the  Participant;  provided,  however,
              the Committee may provide for accelerated  vesting in the event of
              Termination of Employment due to death,  Disability or Retirement,
              or in the event of hardship or other special  circumstances as the
              Committee deems appropriate.

       (d)    The  Committee  may require  that a designated  percentage  of the
              total Fair Market  Value of the shares of  Deferred  Stock held by
              one or more  Participants  be paid in the  form of cash in lieu of
              the issuance of Stock and that such cash payment be applied to the
              satisfaction  of the federal and state income and  employment  tax
              withholding  obligations that arise at the time the Deferred Stock
              becomes free of all restrictions.  The designated percentage shall
              be equal to the  income and  employment  tax  withholding  rate in
              effect at the time under federal and applicable state laws.

       (e)    The Committee may provide one or more Participants  subject to the
              mandatory  cash payment with an election to receive an  additional
              percentage of the total value of the Deferred Stock in the form of
              a cash  payment in lieu of the  issuance  of Deferred  Stock.  The
              additional  percentage  shall not  exceed the  difference  between
              fifty percent (50%) and the designated percentage cash payment.

       (f)    The  Committee  may impose such further  terms and  conditions  on
              partial cash payments  with respect to Deferred  Stock as it deems
              appropriate.

9.3    A Participant  may elect to further defer receipt of Deferred Stock for a
       specified  period or until a  specified  event  (the  "Elective  Deferral
       Period"),  subject in each case to the  Committee's  approval and to such
       terms as are  determined  by the  Committee.  Subject  to any  exceptions
       adopted by the  Committee,  such election must generally be made at least
       twelve (12) months prior to  completion  of the  Deferral  Period for the
       Deferred  Stock Award in question (or for the  applicable  installment of
       such an Award).

9.4    Each Award shall be confirmed by, and subject to the terms of, a Deferred
       Stock Award Agreement.

9.5    In  order  to  better  ensure  that  the  Award  actually   reflects  the
       performance of the Corporation or its Subsidiaries and the service of the
       Participant,  the Committee may provide,  in its sole  discretion,  for a
       tandem  performance-based  or


                                       27
<PAGE>


       other Award  designed to  guarantee a minimum  value,  payable in cash or
       Stock  to the  recipient  of a  Deferred  Stock  Award,  subject  to such
       performance,  future service,  deferral and other terms and conditions as
       may be specified by the Committee.



                                       28
<PAGE>


                            ARTICLE X - STOCK AWARDS


10.1   A Stock Award shall be granted only in payment of  compensation  that has
       been  earned  or  as  compensation  to  be  earned,  including,   without
       limitation,  compensation awarded concurrently with or prior to the grant
       of the Stock Award.

10.2   For the purposes of this Plan, in determining the value of a Stock Award,
       all shares of Stock  subject to such Stock  Award  shall be valued at not
       less than one hundred  percent  (100%) of the Fair  Market  Value of such
       shares of Stock on the date such Stock  Award is granted,  regardless  of
       whether  or when such  shares of Stock are issued or  transferred  to the
       Participant  and  whether  or not such  shares  of Stock are  subject  to
       restrictions which affect their value.

10.3   Shares of Stock subject to a Stock Award may be issued or  transferred to
       the  Participant  at the time the Stock Award is granted,  or at any time
       subsequent  thereto,  or in  installments  from  time  to  time,  as  the
       Committee shall determine.  If any such issuance or transfer shall not be
       made to the  Participant  at the time the  Stock  Award is  granted,  the
       Committee may provide for payment to such Participant,  either in cash or
       shares of Stock, from time to time or at the time or times such shares of
       Stock shall be issued or transferred to such Participant,  of amounts not
       exceeding the dividends which would have been payable to such Participant
       in respect of such shares of Stock (as adjusted  under  Section  3.11) if
       such shares of Stock had been issued or transferred  to such  Participant
       at the time such Stock Award was granted.  Any issuance payable in shares
       of Stock under the terms of a Stock Award may, at the  discretion  of the
       Committee,  be paid in cash on each date on which  delivery  of shares of
       Stock  would  otherwise  have been made,  in an amount  equal to the Fair
       Market  Value on such date of the shares of Stock which  would  otherwise
       have been delivered.

10.4   A Stock Award shall be subject to such terms and  conditions,  including,
       without limitation,  restrictions on the sale or other disposition of the
       Stock Award or of the shares of Stock issued or  transferred  pursuant to
       such Stock Award, as the Committee shall  determine;  provided,  however,
       that upon the  issuance or transfer of shares  pursuant to a Stock Award,
       the  Participant,  with  respect  to such  shares of Stock,  shall be and
       become  a  shareholder  of the  Corporation  fully  entitled  to  receive
       dividends,  to vote, to the extent,  if any, such shares  possess  voting


                                       29
<PAGE>


       rights,  and to exercise all other rights of a shareholder  except to the
       extent otherwise  provided in the Stock Award.  Each Stock Award shall be
       evidenced  by a written  Award  Agreement  in such form as the  Committee
       shall determine.



                                       30
<PAGE>


                         ARTICLE XI - PERFORMANCE SHARES


11.1   Awards of Performance  Shares may be made to certain  Participants  as an
       incentive for the  performance  of future  services that will  contribute
       materially  to the  successful  operation  of  the  Corporation  and  its
       Subsidiaries.  Awards of Performance  Shares may be made either alone, in
       addition to or in tandem with other Awards  granted under the Plan and/or
       cash payments made outside of the Plan.

11.2   With respect to Awards of Performance Shares,  which may be issued for no
       consideration or such minimum  consideration as is required by applicable
       law, the Committee shall:

       (a)    determine and designate  from time to time those  Participants  to
              whom Awards of Performance Shares are to be made;

       (b)    determine the performance period (the "Performance Period") and/or
              performance objectives (the "Performance  Objectives")  applicable
              to such Awards;

       (c)    determine the form of settlement of a Performance Share; and

       (d)    generally  determine the terms and  conditions of each such Award.
              At any date,  each  Performance  Share shall have a value equal to
              the Fair Market Value, determined as set forth in Section 2.15.

11.3   Performance  Periods  may  overlap,   and  Participants  may  participate
       simultaneously  with respect to  Performance  Shares for which  different
       Performance Periods are prescribed.

11.4   The Committee  shall  determine the  Performance  Objectives of Awards of
       Performance Shares.  Performance  Objectives may vary from Participant to
       Participant  and between Awards and shall be based upon such  performance
       criteria or combination of factors as the Committee may deem appropriate,
       including for example,  but not limited to, minimum earnings per share or
       return on  equity.  If during the course of a  Performance  Period  there
       shall occur  significant  events  which the  Committee  expects to have a
       substantial effect on the applicable  Performance  Objectives during such
       period, the Committee may revise such Performance Objectives.

11.5   The  Committee  shall  determine  for  each  Participant  the  number  of
       Performance  Shares  which  shall  be  paid  to  the  


                                       31
<PAGE>


       Participant if the applicable  Performance Objectives are exceeded or met
       in whole or in part.

11.6   If  a  Participant   terminates  service  with  the  Corporation  or  its
       Subsidiaries  during a Performance  Period because of death,  Disability,
       Retirement  or under other  circumstances  in which the  Committee in its
       discretion finds that a waiver would be appropriate, that Participant, as
       determined by the Committee,  may be entitled to a payment of Performance
       Shares at the end of the  Performance  Period  based  upon the  extent to
       which the Performance Objectives were satisfied at the end of such period
       and pro rated for the portion of the Performance  Period during which the
       Participant was employed by the Corporation or any Subsidiary;  provided,
       however,  the Committee may provide for an earlier  payment in settlement
       of such  Performance  Shares  in such  amount  and under  such  terms and
       conditions  as  the  Committee  deems  appropriate  or  desirable.  If  a
       Participant  terminates  service with the Corporation or its Subsidiaries
       during a Performance  Period for any other reason,  then such Participant
       shall not be  entitled to any payment  with  respect to that  Performance
       Period unless the Committee shall otherwise determine.

11.7   Each Award of a Performance Share shall be paid in whole shares of Stock,
       or cash,  or a  combination  of Stock  and  cash as the  Committee  shall
       determine,  with payment to be made as soon as practicable  after the end
       of the relevant Performance Period.

11.8   The  Committee   shall  have  the   authority  to  approve   requests  by
       Participants  to  defer  payment  of  Performance  Shares  on  terms  and
       conditions  approved by the  Committee  and set forth in a written  Award
       Agreement between the Participant and the Corporation or its Subsidiaries
       entered into in advance of the time of receipt or constructive receipt of
       payment by the Participant.



                                       32
<PAGE>


                     ARTICLE XII - OTHER STOCK-BASED AWARDS


12.1   Other  awards of Stock and other  awards  that are  valued in whole or in
       part  by  reference  to,  or  are  otherwise   based  on,  Stock  ("Other
       Stock-Based   Awards"),   including,   without  limitation,   convertible
       preferred stock, convertible debentures, exchangeable securities, phantom
       stock and Stock  awards or options  valued by  reference to book value or
       performance,  may be granted  either alone or in addition to or in tandem
       with Stock Options,  Stock Rights,  Restricted  Stock,  Deferred Stock or
       Stock  Awards  granted  under the Plan and/or cash awards made outside of
       the Plan.

       Subject to the provisions of the Plan, the Committee shall have authority
       to determine the Eligible  Participants  to whom and the time or times at
       which such Awards shall be made, the number of shares of Stock subject to
       such Awards,  and all other conditions of the Awards.  The Committee also
       may  provide  for the grant of shares of Stock upon the  completion  of a
       specified Performance Period.

       The  provisions  of Other  Stock-Based  Awards  need not be the same with
       respect to each recipient.

12.2   Other  Stock-Based  Awards  made  pursuant  to this  Article XII shall be
       subject to the following terms and conditions:

       (a)    Subject to the  provisions  of this Plan and the Award  Agreement,
              shares of Stock  subject to Awards made under this Article XII may
              not  be  sold,   assigned,   transferred,   pledged  or  otherwise
              encumbered  prior to the date on which the shares are issued,  or,
              if  later,   the  date  on  which  any   applicable   restriction,
              performance or deferral period lapses.

       (b)    Subject to the provisions of this Plan and the Award Agreement and
              unless  otherwise  determined  by the Committee at the time of the
              Award,  the  recipient of an Award under this Article XII shall be
              entitled to receive, currently or on a deferred basis, interest or
              dividends or interest or dividend  equivalents with respect to the
              number of shares  covered by the Award,  as determined at the time
              of the Award by the  Committee,  in its sole  discretion,  and the
              Committee  may provide  that such amounts (if any) shall be deemed
              to  have  been   reinvested  in  additional   Stock  or  otherwise
              reinvested.


                                       33
<PAGE>


       (c)    Any Award under this Article XII and any Stock covered by any such
              Award shall vest or be  forfeited to the extent so provided in the
              Award  Agreement,  as  determined  by the  Committee,  in its sole
              discretion.

       (d)    Upon the  Participant's  Retirement,  Disability  or death,  or in
              cases of special  circumstances,  the  Committee  may, in its sole
              discretion,  waive in whole or in part any or all of the remaining
              limitations  imposed hereunder (if any) with respect to any or all
              of an Award under this Article XII.

       (e)    Each  Award  under this  Article  XII shall be  confirmed  by, and
              subject to the terms of, an Award Agreement.

       (f)    Stock  (including  securities  convertible into Stock) issued on a
              bonus  basis  under  this  Article  XII may be issued  for no cash
              consideration.

12.3   Other  Stock-Based  Awards may include a phantom  stock  Award,  which is
       subject to the following terms and conditions:

       (a)    The  Committee  shall  select the  Eligible  Participants  who may
              receive phantom stock Awards.  The Eligible  Participant  shall be
              awarded a phantom stock unit,  which shall be the  equivalent to a
              share of Stock.

       (b)    Under an  Award of  phantom  stock,  payment  shall be made on the
              dates or dates as specified  by the  Committee or as stated in the
              Award  Agreement  and phantom stock Awards may be settled in cash,
              Stock, or some combination thereof.

       (c)    The Committee  shall  determine such other terms and conditions of
              each Award as it deems necessary in its sole discretion.


                                       34
<PAGE>


                       ARTICLE XIII - ACCELERATION EVENTS


13.1   For the purposes of the Plan,  an  Acceleration  Event shall occur in the
       event of a  "Potential  Change in  Control,"  or "Change in Control" or a
       "Board-Approved Change in Control", as those terms are defined below.

13.2   A "Change in Control" shall be deemed to have occurred if:

       (a)    Any "Person" as defined in Section 3(a)(9) of the Act, including a
              "group" (as that term is used in Sections 13(d)(3) and 14(d)(2) of
              the Act), but excluding the Corporation and any Subsidiary and any
              employee  benefit plan sponsored or maintained by the  Corporation
              and any  Subsidiary  (including any trustee of such plan acting as
              trustee) who:

              (i)    makes a tender  or  exchange  offer  for any  shares of the
                     Corporation's  Stock (as defined  below)  pursuant to which
                     any shares of the  Corporation's  Stock are  purchased  (an
                     "Offer"); or

              (ii)   together with its  "affiliates"  and "associates" (as those
                     terms are defined in Rule 12b-2 under the Act)  becomes the
                     "Beneficial  Owner" (within the meaning of Rule 13d-3 under
                     the  Act)  of  at  least  twenty   percent   (20%)  of  the
                     Corporation's Stock (an "Acquisition");

       (b)    The stockholders of the Corporation approve a definitive agreement
              or plan to  merge  or  consolidate  the  Corporation  with or into
              another  corporation,  to  sell  or  otherwise  dispose  of all or
              substantially  all of its assets,  or to liquidate the Corporation
              (individually, a "Transaction"); or

       (c)    When,  during any period of twenty-four  (24)  consecutive  months
              during the  existence  of the Plan,  the  individuals  who, at the
              beginning of such  period,  constitute  the Board (the  "Incumbent
              Directors") cease for any reason other than death to constitute at
              least a majority thereof;  provided,  however, that a director who
              was not a director at the beginning of such twenty-four (24) month
              period shall be deemed to have  satisfied  such  twenty-four  (24)
              month requirement (and be an Incumbent  Director) if such director
              was elected by, or on the  recommendation  of or with the approval
              of, at least  two-thirds of the  directors  who then  qualified as
              Incumbent  Directors


                                       35
<PAGE>


       either  actually  (because  they were  directors at the beginning of such
       twenty-four  (24) month  period) or by prior  operation  of this  Section
       13.2(c).

13.3   A "Board-Approved  Change in Control" shall be deemed to have occurred if
       the Offer, Acquisition or Transaction, as the case may be, is approved by
       a majority of the  Directors  serving as members of the Board at the time
       of the Potential Change in Control or Change in Control.

13.4   A  "Potential  Change in Control"  means the  happening of any one of the
       following:

       (a)    The approval by stockholders  of an agreement by the  Corporation,
              the  consummation  of which would result in a Change in Control of
              the Corporation, as defined in Section 13.2; or

       (b)    The acquisition of Beneficial  Ownership,  directly or indirectly,
              by any entity,  person or group (other than the Corporation or any
              Subsidiary or any Corporation or Subsidiary  employee benefit plan
              (including  any trustee of such plan acting as such  trustee))  of
              securities of the  Corporation  representing  five percent (5%) or
              more of the combined voting power of the Corporation's outstanding
              securities  and the adoption by the Board of a  resolution  to the
              effect that a Potential  Change in Control of the  Corporation has
              occurred for the purposes of this Plan.

13.5   Upon the occurrence of an Acceleration Event,  subject to the approval of
       the Committee if the  Acceleration  Event  results from a  Board-Approved
       Change in Control,  all then outstanding  Performance Shares with respect
       to which the applicable  Performance  Period has not been completed shall
       be paid as soon as practicable as follows:

       (a)    all Performance  Objectives applicable to the Award of Performance
              Shares  shall be  deemed  to have  been  satisfied  to the  extent
              necessary  to result in payment of one hundred  percent  (100%) of
              the Performance Shares covered by the Award; and

       (b)    the applicable Performance Period shall be deemed to have ended on
              the date of the Acceleration Event;

       (c)    the  payment to the  Participant  shall be the  amount  determined
              either by the Committee, in its sole discretion,  or in the manner
              stated  in  the  Award  Agreement.   This  amount  shall  then  be
              multiplied by a 


                                       36
<PAGE>


              fraction,  the  numerator of which is the number of full  calendar
              months of the  applicable  Performance  Period  that have  elapsed
              prior to the date of the  Acceleration  Event, and the denominator
              of which is the total number of months in the original Performance
              Period; and

       (d)    upon the making of any such  payment,  the Award  Agreement  as to
              which it relates shall be deemed  canceled and of no further force
              and effect.

13.6   Upon the occurrence of an Acceleration Event,  subject to the approval of
       the Committee if the  Acceleration  Event  results from a  Board-Approved
       Change in Control, the Committee in its discretion may declare any or all
       then outstanding  Stock Options not previously  exercisable and vested as
       immediately exercisable and fully vested, in whole or in part.

13.7   Upon the occurrence of an Acceleration Event,  subject to the approval of
       the Committee if the  Acceleration  Event  results from a  Board-Approved
       Change in  Control,  the  Committee  in its  discretion,  may declare the
       restrictions  applicable to Awards of Restricted Stock, Deferred Stock or
       Other  Stock-Based  Awards to have lapsed,  in which case the Corporation
       shall remove all restrictive legends and stop-transfer  orders applicable
       to  the   certificates  for  such  shares  of  Stock,  and  deliver  such
       certificates to the Participants in whose names they are registered.

13.8   The value of all  outstanding  Stock  Option,  Stock  Rights,  Restricted
       Stock,  Deferred  Stock,  Performance  Shares,  Stock  Awards  and  Other
       Stock-Based  Awards,  in each case to the extent  vested,  shall,  unless
       otherwise  determined by the Committee in its sole discretion at or after
       grant but prior to any Change in  Control,  be cashed out on the basis of
       the "Change in Control  Price," as defined in Section 13.9 as of the date
       such Change in Control or such Potential  Change in Control is determined
       to have occurred or such other date as the Committee may determine  prior
       to the Change in Control.

13.9   For purposes of Section 13.8, "Change in Control Price" means the highest
       price per share of Stock paid in any transaction reported on the New York
       Stock  Exchange  Composite  Index,  or paid or  offered  in any bona fide
       transaction  related to a  Potential  or actual  Change in Control of the
       Corporation  at any time  during the sixty  (60) day  period  immediately
       preceding the occurrence of the Change in Control (or, where  applicable,
       the occurrence of the Potential Change in Control event), in



                                       37
<PAGE>


       each case as  determined  by the  Committee  except that,  in the case of
       Incentive Stock Options and Stock  Appreciation  Rights (or Limited Stock
       Appreciation Rights) relating to such Incentive Stock Options, such price
       shall be based only on  transactions  reported  for the date on which the
       optionee  exercises  such Stock  Appreciation  Rights (or  Limited  Stock
       Appreciation Rights).



                                       38
<PAGE>


                     ARTICLE XIV - AMENDMENT AND TERMINATION


14.1   The Board,  upon  recommendation of the Committee,  or otherwise,  at any
       time and from  time to time,  may amend or  terminate  the Plan as may be
       necessary  or desirable  to  implement  or  discontinue  this Plan or any
       provision  thereof.  No amendment,  without approval by the Corporation's
       stockholders, shall:

       (a)    alter the group of persons eligible to participate in the Plan;

       (b)    except as provided in Sections 3.6 and 3.11,  increase the maximum
              number of shares of Stock or Stock  Options or Stock  Rights which
              are  available  for Awards  under the Plan or increase the maximum
              number of shares  with  respect  to which  Stock  Options or Stock
              Rights may be granted to any employee under the Plan;

       (c)    extend the period during which  Incentive  Stock Option Awards may
              be granted beyond November 20, 2000;

       (d)    limit or restrict the powers of the Committee  with respect to the
              administration of this Plan; or

       (e)    change any of the provisions of this Article XIV.

14.2   No amendment to or  discontinuance  of this Plan or any provision thereof
       by the Board or the  stockholders of the Corporation  shall,  without the
       written  consent  of the  Participant,  adversely  affect,  as  shall  be
       determined  by the  Committee,  any  Award  theretofore  granted  to such
       Participant under this Plan; provided, however, the Committee retains the
       right and power to:

       (a)    annul  any  Award  if  the   Participant   competes   against  the
              Corporation  or any  Subsidiary  or is  terminated  for  cause  as
              determined by the Committee;

       (b)    provide for the  forfeiture of shares of Stock or other gain under
              an Award as determined by the Committee for competing  against the
              Corporation or any Subsidiary; and

       (c)    convert any  outstanding  Incentive Stock Option to a Nonqualified
              Stock Option.

14.3   If an Acceleration Event has occurred,  no amendment or termination shall
       impair the rights of any person with 


                                       39
<PAGE>

       respect to an outstanding Award as provided in Article XIII.



                                       40
<PAGE>


                      ARTICLE XV - MISCELLANEOUS PROVISIONS


15.1   Nothing in the Plan or any Award granted  hereunder shall confer upon any
       Participant any right to continue in the employ of the Corporation or its
       Subsidiaries (or to serve as a director  thereof) or interfere in any way
       with the right of the Corporation or its Subsidiaries to terminate his or
       her employment at any time. Unless specifically  provided  otherwise,  no
       Award granted under the Plan shall be deemed salary or  compensation  for
       the purpose of  computing  benefits  under any  employee  benefit plan or
       other  arrangement of the Corporation or its Subsidiaries for the benefit
       of its employees  unless the Corporation  shall determine  otherwise.  No
       Participant shall have any claim to an Award until it is actually granted
       under the Plan. To the extent that any person acquires a right to receive
       payments from the Corporation under the Plan, such right shall, except as
       otherwise  provided by the Committee,  be no greater than the right of an
       unsecured  general creditor of the  Corporation.  All payments to be made
       hereunder shall be paid from the general funds of the Corporation, and no
       special or  separate  fund shall be  established  and no  segregation  of
       assets  shall  be made to  assure  payment  of such  amounts,  except  as
       provided in Article VIII with respect to  Restricted  Stock and except as
       otherwise provided by the Committee.

15.2   The  Corporation  may make such  provisions and take such steps as it may
       deem necessary or appropriate  for the withholding of any taxes which the
       Corporation or any Subsidiary is required by any law or regulation of any
       governmental  authority,  whether  federal,  state or local,  domestic or
       foreign,  to withhold in connection with any Stock Option or the exercise
       thereof,  any Stock Right or the exercise thereof,  or in connection with
       any other type of  equity-based  compensation  provided  hereunder or the
       exercise  thereof,  including,  but not  limited to, the  withholding  of
       payment of all or any  portion of such Award or another  Award under this
       Plan until the Participant reimburses the Corporation or its Subsidiaries
       for the  amount  the  Corporation  or its  Subsidiaries  is  required  to
       withhold  with respect to such taxes,  or  canceling  any portion of such
       Award or  another  Award  under  this  Plan in an  amount  sufficient  to
       reimburse itself for the amount it is required to so withhold, or selling
       any property  contingently credited by the Corporation for the purpose of
       paying such Award or another  Award under this Plan, in order to withhold
       or reimburse itself for the amount it is required to so withhold.


                                       41
<PAGE>


15.3   The Plan and the  grant of  Awards  shall be  subject  to all  applicable
       federal and state laws,  rules,  and regulations and to such approvals by
       any  government  or regulatory  agency as may be required.  Any provision
       herein  relating to compliance with Rule 16b-3 under the Act shall not be
       applicable with respect to  participation in the Plan by Participants who
       are not subject to Section 16(b) of the Act.

15.4   The  terms  of the Plan  shall  be  binding  upon  the  Corporation,  its
       Subsidiaries and their successors and assigns.

15.5   Neither a Stock Option,  Stock Right,  nor any other type of equity-based
       compensation  provided for  hereunder,  shall be  transferable  except as
       provided  for  herein.  If  any  Participant  makes  such a  transfer  in
       violation  hereof,  any  obligation of the  Corporation  shall  forthwith
       terminate.

15.6   This Plan and all actions taken  hereunder  shall be governed by the laws
       of the State of North Carolina, except to the extent preempted by ERISA.

15.7   The Plan is intended to constitute  an "unfunded"  plan for incentive and
       deferred  compensation.  With  respect to any  payments not yet made to a
       Participant by the Corporation,  nothing  contained herein shall give any
       such  Participant  any rights  that are  greater  than those of a general
       creditor of the Corporation.  In its sole  discretion,  the Committee may
       authorize  the  creation  of  trusts  or other  arrangements  to meet the
       obligations created under the Plan to deliver shares of Stock or payments
       in lieu of or with respect to Awards hereunder;  provided, however, that,
       unless  the  Committee  otherwise  determines  with  the  consent  of the
       affected Participant,  the existence of such trusts or other arrangements
       is consistent with the "unfunded" status of the Plan.

15.8   Each  Participant  exercising  an  Award  hereunder  agrees  to give  the
       Committee  prompt written notice of any election made by such Participant
       under Section 83(b) of the Code, or any similar provision thereof.

15.9   If any  provision of this Plan or an Award  Agreement is or becomes or is
       deemed invalid,  illegal or unenforceable in any  jurisdiction,  or would
       disqualify  the  Plan  or  any  Award  Agreement  under  any  law  deemed
       applicable by the Committee,  such provision shall be construed or deemed
       amended to conform to  applicable  laws or if it cannot be  construed  or
       deemed amended without, in the determination of the Committee, materially
       altering  the  intent  of the 


                                       42
<PAGE>


       Plan or the Award  Agreement,  it shall be stricken and the  remainder of
       the Plan or the Award Agreement shall remain in full force and effect.

                                             CENTURA BANKS, INC.


ATTEST:                                  By: /s/ Frank L. Pattillo
                                             ------------------------------
                                                 Frank L. Pattillo
                                                Authorized Officer
(Corporate Seal)


/s/ Joseph A. Smith, Jr.
------------------------
    Joseph, A. Smith, Jr.
          Secretary


                                       43