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                                                                     EXHIBIT 4.3



                             HIGH STREET CORPORATION
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION.

     1.1 ESTABLISHMENT OF THE PLAN. High Street Banking Company (the "Bank")
established an incentive compensation plan known as the "High Street Banking
Company Non-Employee Director Stock Option Plan" (the "Plan"), as set forth in
this document. The Plan provides for the grant of Nonqualified Stock Options to
Non-Employee Directors of the Company in lieu of cash compensation for
attendance at Board and Committee meetings.

     The Plan was approved by the Bank's shareholders and received approval by
all applicable regulatory authorities, and became effective as of April 21, 1998
(the "Effective Date") and shall remain in effect as provided in Section 1.3
hereof.

     Effective October 31, 2001 (the "Reorganization Date"), the Bank was
reorganized in a share-for-share stock exchange as a wholly-owned subsidiary of
High Street Corporation, a North Carolina corporation (the "Company"). In
connection with that reorganization, the Company assumed the Plan and all
outstanding awards thereunder. This document amends and restates the Plan
effective as of the Reorganization Date to change the name of the Plan and make
other technical changes consistent with such reorganization.

     1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Non-Employee Directors to those of the Company's shareholders, and by providing
Non-Employee Directors with an incentive for outstanding performance that
contributes to the Company's growth and success.

     1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 8 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Option be granted under the Plan after April 20, 2008.

                             ARTICLE 2. DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:


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          "BANK" shall have the meaning ascribed to such term in Section 1.1,
     namely High Street Banking Company, a North Carolina banking corporation.

          "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
     Company.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
     to time. References to the Code shall include the valid and binding
     governmental regulations, court decisions and other regulatory and judicial
     authority issued or rendered thereunder.

          "COMMITTEE" means a committee of the Board comprised of two or more
     Independent Directors (within the meaning of Section 16b-3 of the
     Securities Exchange Act of 1934, as amended), none of whom are eligible to
     participate in the Plan, which the Board authorizes to administer the Plan
     in accordance with the terms set forth herein.

          "COMPANY" means High Street Corporation, a North Carolina corporation,
     and any successor as provided in Article 11 herein.

          "DIRECTOR" means any individual who is a member of the Board of
     Directors of the Company.

          "EFFECTIVE DATE" shall have the meaning ascribed to such term in
     Section 1.1 hereof.

          "FAIR MARKET VALUE" of a Share of the Company's Common Stock at a
     particular time means that value as determined by the Board which shall be
     (i) if such Common Stock is listed on a national securities exchange, on
     any given date, (A) the average of the highest and lowest market prices of
     shares of Common Stock, as reported on the consolidated transaction
     reporting system for such exchange for that date, or if shares of Common
     Stock were not traded on such date, on the next preceding day on which
     shares of Common Stock were traded, or (B) if the Common Stock is not
     reported on the consolidated transaction reporting system for such
     exchange, the mean between the highest price and the lowest price at which
     the Common Stock shall have been sold regular way on a national securities
     exchange on said date, or, if no sales occur on said date, then on the next
     preceding date on which there were such sales of Common Stock; or (ii) if
     the Common Stock shall not be listed on a national securities exchange, the
     mean between the average high bid and low asked prices last reported by the
     National Association of Securities Dealers, Inc. for the over-the-counter
     market on said date or, if no bid and asked prices are reported on said
     date, then on the next preceding date on which there were such quotations;
     or (iii) if at any time quotations for the Common Stock shall not be
     reported by the National Association of Securities Dealers, Inc. for the
     over-the-counter market and the Common Stock shall not be listed on any
     national securities exchange, the fair market value determined by the Board
     on the basis of


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     available prices for such Common Stock or in such other manner as the Board
     may deem reasonable.

          "NON-EMPLOYEE DIRECTOR" means a Director who is not also an employee
     of the Company.

          "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
     Shares granted under Article 6 herein and which is not intended to meet the
     requirements of Code Section 422.

          "OPTION" means an option to purchase Shares granted under Article 6
     herein.

          "OPTION AGREEMENT" means an agreement entered into by the Company and
     each Non-Employee Director setting forth the terms and provisions
     applicable to Options granted under this Plan.

          "OPTION PRICE" means the price at which a Share may be purchased by a
     Non-Employee Director pursuant to an Option.

          "PLAN YEAR" means each twelve (12) month period during the term of the
     Plan commencing on January 1 and ending on December 31; provided, however,
     that the first Plan Year shall commence on the Effective Date and the last
     Plan Year shall end on the last day of the term of the Plan.

          "REORGANIZATION DATE" shall have the meaning ascribed to such term in
     Section 1.1 hereof.

          "SHARES" means the shares of Common Stock of the Company.

                            ARTICLE 3. ADMINISTRATION

     3.1 ADMINISTRATION BY THE BOARD. Except as limited by law, or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Board shall have full power and authority to administer
the Plan, including without limitation the power to construe and interpret the
Plan and any agreement or instrument entered into under the Plan and to
establish, amend, or waive rules and regulations for the Plan's administration.
Further, the Board shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Board may
delegate its authority as identified herein.

     3.2 DECISIONS BINDING. All determinations and decisions made by the Board
pursuant to the provisions of the Plan and all related orders and resolutions of
the Board shall be final, conclusive and binding on all persons, including the
Company, its shareholders, employees, Non-Employee Directors, and their estates
and beneficiaries.

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                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

     4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Beginning on the Effective Date,
there is hereby reserved for issuance under the Plan a number of Shares equal to
one hundred twenty thousand (120,000) (which as of the Reorganization Date is
One Hundred Thirty Two Thousand (132,000) Shares as a result of a 10% stock
dividend paid on November 20, 2000), subject to adjustment as provided in
Section 4.3. Prior to the Reorganization Date, the Shares reserved hereunder
were shares of the Common Stock of the Bank, and from and after the
Reorganization Date the Shares reserved hereunder are shares of the Common Stock
of the Company.

     4.2 LAPSED OPTIONS. If any Option granted under this Plan is canceled,
terminates, expires, or lapses for any reason (other than exercise), any Shares
subject to such Option again shall be available for the grant of an Option under
the Plan.

     4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan, and in the number and class of and/or price of Shares subject to
outstanding Options granted under the Plan, as may be determined to be
appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Option shall always be a whole number.

     If at any time the Company proposes to enter into any transaction that
would result in an adjustment provided for in this Section 4.3 (other than a
dividend declared upon the Shares payable in Shares or other securities of the
Company or a split-up or reverse split of the Shares into a different number of
Shares), and the Board determines that such adjustment would be unduly
burdensome on the Company because it would impair the ability of the Company to
effect such transaction or would impose undue administrative burdens after the
consummation of such transaction due to the nature of the securities or property
to be substituted for the Shares subject to Options, the Board may in its
discretion accelerate the expiration date of all outstanding Options to a
specified date determined by the Board provided that (a) notice of the
accelerated expiration date is mailed by first class mail with postage prepaid
to all holders of Options, at their respective addresses last known to the
Company on the date of mailing, at least thirty (30) days prior to the
accelerated expiration date, and (b) all Options held by each Non-Employee
Director on the date such notice is mailed, whether or not they had become
exercisable prior to such date, may be exercised at any time thereafter and
prior to the earlier of (i) their original expiration date or (ii) the
accelerated expiration date.


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                             ARTICLE 5. ELIGIBILITY

     Only Non-Employee Directors are eligible to participate in this Plan.

                            ARTICLE 6. STOCK OPTIONS

     6.1 GRANT OF OPTIONS. Each Non-Employee Director who serves as a Director
during a Plan Year (whether or not such person is still in service as a Director
on the last day of the Plan Year) shall be granted an Option as of the last day
of such Plan Year as follows:

          (i)    The number of Shares covered by the Option shall equal the
                 nearest whole number determined by dividing Amount A by Amount
                 B, and multiplying the resulting amount by two, where:

                         Amount A equals two hundred fifty dollars ($250)
                         multiplied by the total number of Board and Committee
                         meetings attended during the Plan Year by the
                         Non-Employee Director; and

                         Amount B equals the Fair Market Value of a Share as of
                         the last day of the Plan Year.

          (ii)   The per Share Option Price of the Option shall equal the Fair
                 Market Value of a Share on the last day of the applicable Plan
                 Year.

          (iii)  The Option shall have a term of ten (10) years from the date of
                 grant. The term shall not be shortened as a result of the
                 optionee's death or any other termination of services as a
                 Director.

          (iv)   The Option shall be fully vested and immediately exercisable.

          (v)    The Option shall be a Nonqualified Stock Option.

          (vi)   No Non-Employee Director may receive awards under the Plan that
                 in the aggregate cover more than forty percent (40%) of the
                 total number of Shares reserved for issuance under Section 4.1.

          (vii)  For each person serving as a Non-Employee Director as of the
                 Effective Date, such person shall receive an initial Option
                 grant as of the Effective Date based on the foregoing
                 provisions of this Section 6.1, except that (A) Amount A above
                 shall be determined based on the number of Board and Committee
                 meetings attended by the person from the formation of the
                 Company through the date immediately prior to the Effective
                 Date, (B) Amount B shall be the Fair Market Value of a Share on
                 the Effective Date, and (C) the per Share Option Price shall
                 equal the Fair Market Value of a Share on the Effective Date.


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     6.2 OPTION AGREEMENT. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price, the duration of the Option and
the number of Shares to which the Option pertains, all as determined under
Section 6.1 above.

     6.3 PAYMENT. Options shall be exercised by the delivery of a written notice
of exercise to the Company, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.

     The Option Price upon exercise of any Option shall be payable to the
Company in full in cash or its equivalent.

     As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Non-Employee Director, in the
Non-Employee Director's name, Share certificates in an appropriate amount based
upon the number of Shares purchased under the Option(s).

     6.4 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable Federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

     6.5 NONTRANSFERABILITY OF OPTIONS. No Option granted under this Article 6
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than as follows:

          (i)   The Option may be transferred by will or by the laws of descent
                and distribution.

          (ii)  The Option may be transferred to the Non-Employee Director's
                "immediate family members" (defined as the person's spouse,
                parents, children or grandchildren, including adopted children
                or grandchildren), to a trust exclusively for the benefit of
                immediate family members or to any other estate-planning entity
                for the exclusive benefit of immediate family members, provided
                that the Option will continue to be subject to the same terms
                and conditions of the award as in effect immediately before the
                transfer and provided that the Option may not be further
                transferred by the transferee (except by will or by the laws of
                descent and distribution).

          (iii) The Option may be transferred pursuant to a "domestic relations
                order" as defined in Rule 16a-12 promulgated under Section 16 of
                the Securities Exchange Act of 1934.

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     6.6 NO RIGHTS. A person granted an Option shall have no rights as a
shareholder of the Company with respect to the Shares covered by such Option
except to the extent that Shares are issued to the person upon the due exercise
of the Option.

               ARTICLE 7. AMENDMENT, MODIFICATION, AND TERMINATION

     7.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time and
from time to time, alter, amend, suspend or terminate the Plan in whole or in
part; provided, however, that no such amendment shall increase the number of
shares reserved for issuance under the Plan (subject to adjustment as provided
in Section 4.3) unless such increase is approved by the shareholders and, to the
extent required by applicable law, applicable regulatory authorities.

     7.2 OPTIONS PREVIOUSLY GRANTED. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Option previously
granted under the Plan, without the written consent of the person holding such
Option.

                             ARTICLE 8. WITHHOLDING

     8.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Non-Employee Director to remit to the Company,
an amount sufficient to satisfy Federal, state, and local taxes required by law
to be withheld with respect to any taxable event arising as a result of this
Plan.

     8.2 SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or upon any other taxable event arising as a result of
Options granted hereunder, Non-Employee Directors may elect, subject to the
approval of the Board, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the minimum statutory total tax which
could be imposed on the transaction. All such elections shall be irrevocable,
made in writing, signed by the applicable Non-Employee Director, and shall be
subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.

                           ARTICLE 9. INDEMNIFICATION

     Each person who is or shall have been a member of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of


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Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

                             ARTICLE 10. SUCCESSORS

     All obligations of the Company under the Plan with respect to Options
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

                         ARTICLE 11. LEGAL CONSTRUCTION

     11.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     11.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     11.3 REQUIREMENTS OF LAW. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     11.4 GOVERNING LAW. To the extent not governed by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of North Carolina.