Exhibit 10.24


                             ADDENDUM AND AMENDMENT

                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


         THIS ADDENDUM AND AMENDMENT, made effective this 23 day of October,
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.

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

         WHEREAS, the parties desire to clarify the provisions of the Agreement
relating to the consequences of a change in control;

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

1.       Upon a change in control, as defined in Section 8.3 of the Omnibus
         SERP, paragraph 6 of the Agreement provides that Participant's rights
         and accrued benefits under the Omnibus SERP and the Agreement shall be
         fully vested. Accordingly:

         (a) for purposes of paragraph 1 of the Agreement, if Participant is no
         longer employed by Bank as of his 58th 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 paragraph 2 of the 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 paragraph 3 of the 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 paragraph 3. Participant's Final Average Monthly Compensation
         shall be determined by reference to his Annual Compensation as of his
         actual termination of employment.

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

         IN WITNESS WHEREOF, the parties hereto have caused this Addendum and
Amendment 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

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