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


         THIS AGREEMENT, made effective this 13 day of May, 1996, by and among
Centura Banks, Inc., a North Carolina corporation having its principal place of
business in Rocky Mount, North Carolina ("Centura"), Centura Bank (the "Bank"),
a subsidiary of Centura, and Frank L. Pattillo ("Participant"), an employee of
the Bank.

                              W I T N E S S E T H:

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

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

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

         WHEREAS, Centura has established the Centura Banks, Inc. Omnibus
Supplemental Executive Retirement Plan (the "Omnibus SERP"), the terms of which
Omnibus SERP, as restated effective as of April 1, 1996, are incorporated herein
by reference; and

         WHEREAS, Participant has previously entered into a SERP Agreement dated
April 5, 1994 and has obtained thereunder certain rights and benefits under the
Omnibus SERP in exchange for the relinquishment of all his rights under the
KESBA, Peoples SERP, and Excess Benefit Plan; and

         WHEREAS, Participant relinquished his rights and benefits under the
SERP Agreement dated April 5, 1994, pursuant to a new SERP Agreement dated
September 11, 1995 (the "1995 Agreement"), subject to certain reinstatement
provisions; and

         WHEREAS, Centura, Bank and Participant desire to amend and restate the
1995 Agreement;

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         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
                  58th 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 (a) minus (b) minus (c) minus (d) below:

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

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

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

                  (d)      Commencing on Participant's 62nd birthday, an amount
                           equal to Participant's primary Social Security
                           benefit payable under the Old Age Survivors and
                           Disability Insurance (Social Security Act). For this
                           purpose, it shall be assumed that Participant's
                           Social Security benefit payments commence at age 62,
                           notwithstanding any election by Participant to delay
                           such payments.

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

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         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 two hundred and forty (240) monthly
                  payments equal to twenty-five percent (25%) of Participant's
                  Final Average Monthly Compensation, commencing as of the first
                  day of the month coinciding with or next following
                  Participant's death. Participant's beneficiary will not be
                  entitled to any death benefits under this Agreement if
                  Participant dies by committing suicide within two years from
                  the date of becoming a Participant under the Omnibus SERP and
                  this Agreement.

                  If Participant's beneficiary dies before the end of the death
                  benefit payment period specified hereunder, the remaining
                  payments due under this Agreement shall be paid to the
                  beneficiary's estate in a lump sum payment equivalent in value
                  to the remaining death benefit payments. If Participant's
                  beneficiary predeceases 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.

         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 hereunder, payable for a period of two
                  hundred and forty (240) months. The monthly Disability benefit
                  shall equal (a) minus (b) minus (c) minus (d) minus (e) below:

                  (a)      Seventy percent (70%) of Participant's Final Average
                           Monthly Compensation; less

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

                  (c)      An amount equal to Participant's monthly supplemental
                           pension benefit under Article VII of the Omnibus SERP
                           and Section 4 of this Agreement. For this purpose,
                           Participant's monthly supplemental pension benefit
                           shall be calculated in the same manner as his monthly
                           pension benefit under the Qualified Plan; less
 
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                  (d)      An amount equal to Participant's primary Social
                           Security benefit payable under the Old Age Survivors
                           and Disability Insurance (Social Security Act). For
                           this purpose, it shall be assumed that Participant's
                           Social Security benefit payments commence at the time
                           Disability benefits commence hereunder,
                           notwithstanding any election by Participant to delay
                           such payments; less

                  (e)      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 two hundred and forty
                  (240) 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.

         4.       EXCESS BENEFITS. Participant shall be entitled to Excess
                  Benefits pursuant to Article VII of the Omnibus SERP.

         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 8.3 of the Omnibus SERP, the Participant's rights and
                  accrued benefits under the Omnibus SERP and this Agreement
                  shall be fully vested.

         7.       TERMINATION OF EMPLOYMENT AND FORFEITURE. Prior to the
                  occurrence of a change in control, as defined in Section 8.3
                  of the Omnibus SERP, Centura and the Bank may terminate the
                  Participant's employment in the event the Committee and the
                  Chief Executive Officer of Centura determine, in their
                  discretion, that the Participant has performed poorly in the
                  exercise of his duties on behalf of Centura and/or the Bank,
                  and upon such termination the 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.

         8.       PLAN TERMINATION. In the event of the termination of the Plan,
                  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 
                  

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                  Retirement Benefits under Section 1 of this Agreement, and
                  shall become entitled to payment in a lump 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 lump 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 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 or the Bank 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.


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                  (f)      Participant acknowledges that he has received, read,
                           and is familiar with the Omnibus SERP, which contains
                           certain additional provisions governing the benefits
                           granted hereunder. Participant further agrees to
                           relinquish any rights and benefits granted to him
                           under the SERP Agreements dated April 5, 1994 and
                           September 11, 1995, except to the extent provided in
                           subsection (j) below.

                  (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 lump 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 58th
                           birthday unless Participant has elected Early
                           Retirement within the Election Period or
                           Participant's benefits have otherwise commenced under
                           Sections 2 or 3. Upon expiration of this Agreement
                           pursuant to this subsection, Participant's SERP
                           benefits shall be determined in accordance with
                           Participant's SERP Agreement dated April 5, 1994, a
                           copy of which is attached hereto. Notwithstanding the
                           foregoing, the provisions of Section 7 of this SERP
                           Agreement shall remain in effect and the
                           Participant's rights and benefits under his SERP
                           Agreement dated April 5, 1994 shall be subject to
                           forfeiture as provided in Section 7 of this SERP
                           Agreement.


                                                          *

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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/ Cecil W. Sewell
                                                  Cecil W. Sewell
                                                    President
ATTEST:

/s/ Jean L. Evans
    Jean L. Evans
        Secretary


(Corporate Seal)

                                      CENTURA BANK

                                      By:  /s/ Cecil W. Sewell
                                                 Cecil W. Sewell
                                                    President
ATTEST:

/s/ Jean L. Evans
     Jean L. Evans
       Secretary


(Corporate Seal)


                                      PARTICIPANT



                                      /s/ Frank L. Pattillo       (SEAL)
                                           Frank L. Pattillo
                                       7

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