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Exhibit 10.59
                              CENTURA BANKS, INC.
                  SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                                   UNDER THE
                   CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL
                           EXECUTIVE RETIREMENT PLAN
                           [Form for Bank Employee]


     This AGREEMENT, made effective this 27th day of December, 1999, by and
among Centura Banks, Inc., a North Carolina corporation having its principal
place of business in Rocky Mount, North Carolina ("Centura"), Centura Bank (the
"Bank"), a subsidiary of Centura, and B. Thomas Rogers, Jr. ("Participant"), an
employee of the Bank.

                             W I T N E S S E T H :

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

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

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

     WHEREAS, Centura's Compensation Committee has determined that the
Participant is eligible to participate in the Omnibus SERP, and now deems it
advisable to offer to Participant certain rights and benefits under the Omnibus
SERP and this Agreement;

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

     1.   RETIREMENT BENEFITS.  Participant may elect Early Retirement at any
          -------------------
          time during the ninety (90) day period beginning on his 58/th/
          birthday (the "Election Period").  Participant shall not be entitled
          to Retirement benefits hereunder unless he elects Early Retirement and
          actually retires during the Election Period.

          Subject to the provisions of this Agreement and the Omnibus SERP, upon
          Participant's Early Retirement during the Election Period, Participant
          shall receive a monthly Retirement benefit equal to 40% of
          Participant's Final Average Monthly Compensation, payable for a period
          of one hundred and eighty (180) months.  For purposes of this
          Agreement, "Final Average Monthly Compensation" means 1/12/th/ of the
          Annual Compensation payable to Participant as of his termination of
          employment.  "Annual Compensation" means Participant's total
          compensation to be reported on his Form W-2, annualized on
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          the basis of rate of pay as of Participant's termination of
          employment, including bonuses and salary reduction contributions to
          deferred compensation or other plans maintained by Centura.

     2.   DEATH BENEFITS.  If Participant dies at any time before electing Early
          --------------
          Retirement under Section 1 and while actively employed as a full-time
          officer of the Bank, Participant's beneficiary shall receive a monthly
          death benefit equal to forty percent (40%) of Participant's Final
          Average Monthly Compensation at the time of his death, payable for a
          period of one hundred and eighty (180) months beginning on the first
          day of the month coinciding with or next following Participant's date
          of death.  Participant's beneficiary will not be entitled to any death
          benefits under the Omnibus SERP if Participant dies by committing
          suicide within two years from the date of becoming a Participant under
          the Omnibus SERP and this Agreement.

          If Participant's beneficiary dies before the end of the death benefit
          payment period specified hereunder, the remaining payments due under
          this Section 2 shall be paid to the beneficiary's estate in a lump sum
          payment equivalent in value to the remaining death benefit payments.
          If Participant's beneficiary predeceases Participant and Participant
          does not thereafter designate a new beneficiary, upon Participant's
          death a lump sum equivalent in value to the death benefit payments
          hereunder shall be paid to Participant's estate.  The lump sum
          equivalent shall be computed using the Discount Rate in effect at the
          time of computation.

     3.   DISABILITY BENEFITS.  If, prior to Participant's electing Early
          -------------------
          Retirement under Section 1 and after Participant has completed at
          least ten (10) years of employment with the Bank, Participant's
          employment with the Bank is terminated as a result of Disability,
          Participant shall receive a monthly Disability benefit in an amount
          equal to (a) minus (b) below:

          (a)  Forty percent (40%) of Participant's Final Average Monthly
               Compensation, less

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

          In the event Disability benefit payments terminate pursuant to
          subsections (a), (b) or (c) of Section 6.3 of the Omnibus SERP and
          before Participant has received one hundred and eighty (180) monthly
          payments under this Section 3, the remaining payments shall be
          recharacterized as Retirement or death benefits and shall be paid to
          Participant (or his beneficiary) or estate in accordance with Section
          1 or 2 of this Agreement, as the case may be) provided that the amount
          of each payment to Participant shall continue to be governed by this
          Section 3, and provided further that the amount of any payment
          recharacterized as a death benefit shall be equal to the last payment
          made to Participant before his death.

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

          _____ Apply to Participant.

            X   Do not apply to Participant.
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     5.   DESIGNATION OF BENEFICIARIES.  The Participant shall designate his or
          ----------------------------
          her beneficiary(ies) on the Beneficiary Designation Form attached
          hereto and made a part hereof.

     6.   CHANGE IN CONTROL.  Upon a change in control, as defined in Section 8.
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          3 of the Omnibus SERP, the Participant's rights and accrued benefits
          under the Omnibus SERP and this Agreement shall be fully vested.
          Accordingly:

          (a)  for purposes of Section 1 of this Agreement, if Participant is no
               longer employed by Bank as of his 58/th/ birthday, he shall
               nevertheless be entitled to elect during the Election Period to
               begin receiving his Retirement Benefit. Participant's Final
               Average Monthly Compensation shall be determined by reference to
               his Annual Compensation as of his actual termination of
               employment;

          (b)  for purposes of Section 2 of this Agreement, the requirement that
               Participant be actively employed as a full-time officer of Bank
               shall be disregarded. Participant's Final Average Monthly
               Compensation shall be determined by reference to his Annual
               Compensation as of his actual termination of employment; and

          (c)  for purposes of Section 3 of this Agreement, Participant shall be
               deemed to have completed ten (10) years of employment with Bank.
               If Participant is no longer employed by Bank at the time of his
               Disability, he shall nevertheless be entitled to Disability
               Benefits under Section 3. Participant's Final Average Monthly
               Compensation shall be determined by reference to his Annual
               Compensation as of his actual termination of employment.

     7.   TERMINATION OF EMPLOYMENT AND FORFEITURE.  Prior to the occurrence of
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          a change in control, as defined in Section 8.3 of the Omnibus SERP,
          Centura and the Bank may terminate the Participant's employment for
          "cause" as defined in paragraph 8.5 of the Omnibus SERP and upon such
          termination, Participant shall forfeit all rights and benefits under
          this Agreement except those benefits provided pursuant to Section 4
          above and Article VII of the Omnibus SERP.  Notwithstanding the
          foregoing, the Participant's rights and benefits hereunder shall not
          be subject to forfeiture at any time after the occurrence of an event
          entitling the Participant to begin receiving benefits pursuant to
          Sections 1, 2 or 3 hereunder.

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     8.   PLAN TERMINATION.  In the event of the termination of the Plan,
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          pursuant to Section 14.6 of the Plan, prior to the Participant's
          death, Retirement or Disability under Sections 1, 2 or 3 hereof, the
          Participant shall become fully vested in his Retirement Benefits under
          Section 1 of this Agreement, and shall become entitled to payment in a
          single sum of the actuarial equivalent of his Retirement Benefits
          under Section 1 and his Excess Benefits under Section 4, determined
          using the Discount Rate and payable as soon as administratively
          possible after the termination of the Plan.  In the event of the
          termination of the Plan, pursuant to Section 14.6 of the Plan, after
          benefit payments have commenced hereunder, the Participant (or his
          beneficiaries) shall become entitled to payment in a single sum of the
          actuarial equivalent of the remaining payments due hereunder,
          determined using the Discount Rate and payable as soon as
          administratively possible after the termination of the Plan.

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

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

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

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

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

          (f)  Participant acknowledges that he has received, read, and is
          familiar with the Omnibus SERP, which contains certain additional
          provisions governing the benefits granted hereunder.

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

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

          (i)  For purposes of this Agreement, the term "Discount Rate" means
          the interest rate used from time to time for determining single sum
          distributions under the Qualified Plan for the month in which a
          determination is being made.

          (j)  This Agreement and all benefits provided hereunder shall expire
          on the 91st day after Participant's 58/th/ birthday unless Participant
          has elected Early Retirement within the Election Period or
          Participant's benefits have otherwise commenced under Sections 2 or 3.

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

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

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

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

                                        CENTURA BANKS, INC.




                                        By: /s/ Frank L. Pattillo
                                            ---------------------------
                                                  Vice Chairman
ATTEST:

/s/ Lynn O. Parrish
------------------------
  Secretary

(Corporate Seal)
                                        CENTURA BANK




                                        By: /s/ Frank L. Pattillo
                                            ---------------------------
                                                  Vice Chairman
ATTEST:

/s/ Lynn O. Parrish
------------------------
  Secretary

(Corporate Seal)
                                        PARTICIPANT


                                        /s/ B. Thomas Rogers, Jr.      (SEAL)
                                        -------------------------------

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