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                                                                     EXHIBIT 4.4



                             HIGH STREET CORPORATION
                          MANAGEMENT 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 Management Stock Option Plan" (the "Plan"). The Plan permits the grant
of Nonqualified Stock Options and Incentive Stock Options.

     The Plan was approved by the Bank's shareholders and received approval by
all applicable regulatory authorities, and became effective as of June 26, 1997
(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
Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance that contributes to
the Company's growth and success.

     The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operation
largely is dependent.

     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 June 1, 2007.

                             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 means
     such value as determined from time to time by the Committee using any
     reasonable valuation method in compliance with Code Section 422.

          "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares,
     granted under Article 6 herein, and which is designated as an Incentive
     Stock Option which is intended to meet the requirements of Section 422 of
     the Code.

          "KEY EMPLOYEE" means an employee of the Company, the Bank or any other
     subsidiary, including an officer of the Company, the Bank or any other
     subsidiary, in a managerial or other important position who, by virtue of
     such employee's ability, qualifications or performance, has made or is
     expected to make important contributions to the Company and its
     subsidiaries, all as determined by the Committee in its discretion.

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

          "OPTION" means an Incentive Stock Option or a Nonqualified Stock
     Option.

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          "OPTION AGREEMENT" means an agreement entered into by the Company and
     each Participant 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
     Participant pursuant to an Option.

          "PARTICIPANT" means a Key Employee who has outstanding an Option
     granted under the Plan and, after any permitted transfer of such Option,
     the transferee of such Option.

          "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   THE COMMITTEE. The Plan shall be administered by the Committee.

     3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law, or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Key Employees
who shall participate in the Plan; determine the amounts and types of Options;
determine the terms and conditions of Options in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument entered
into under the Plan; establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 8 herein),
amend the terms and conditions of any outstanding Option to the extent such
terms and conditions are within the discretion of the Committee as provided in
the Plan. Further, the Committee shall make all other determinations which may
be necessary or advisable for the administration of the Plan. As permitted by
law, the Committee may delegate its authority as identified herein.

     3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee 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, Participants, 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 Committee, 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 Committee 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 Committee may in its
discretion accelerate the expiration date of all outstanding Options to a
specified date determined by the Committee 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 Participant 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 AND PARTICIPATION

     5.1 ELIGIBILITY. Persons eligible to participate in this Plan are all Key
Employees, as determined by the Committee, including Key Employees who are
Directors.

     5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Key Employees those
to whom Options shall be granted and shall determine the nature and amount of
each Option.

                            ARTICLE 6. STOCK OPTIONS

     6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee;
provided, however, that no individual 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.

     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, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine, including without limitation conditions or other
provisions related to the performance of the Company or the Participant. The
Option Agreement also shall specify whether the Option is intended to be an ISO
within the meaning of Section 422 of the Code, or an NQSO whose grant is
intended not to fall under Code Section 422.

     6.3 OPTION PRICE. The Option Price per Share for each grant of an Option
under this Plan shall be at least equal to one hundred percent (100%) of the
Fair Market Value of a Share on the date the Option is granted.

     6.4 DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.

     6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions,
including without limitation conditions related to the performance of the
Company or the Participant, as the Committee shall in each instance approve and
which shall be set forth in the applicable Option Agreement, which need not be
the same for each grant or for each Participant.

     6.6 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.

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

     6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee 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.

     6.8 TERMINATION OF EMPLOYMENT. Each Participant's Option Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the Option following termination of the Participant's employment with the
Company and its subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Option Agreement entered
into with Participants, need not be uniform among all Options issued pursuant to
this Article 6, and may reflect distinctions based on the reasons for
termination of employment. In that regard, if an Option Agreement permits
exercise of an Option following the death of the Participant, the Option
Agreement shall provide that such Option shall be exercisable to the extent
provided therein by any person that may be empowered to do so under the
Participant's will, or if the Participant shall fail to make a testamentary
disposition of the Option or shall have died intestate, by the Participant's
executor or other legal representative.

     6.9   NONTRANSFERABILITY OF OPTIONS.

     (a)   INCENTIVE STOCK OPTIONS. No ISO granted under this Article 6 may be
           sold, transferred, pledged, assigned, or otherwise alienated or
           hypothecated, other than by will or by the laws of descent and
           distribution. Further, all ISOs granted to a Participant under the
           Plan shall be exercisable during his or her lifetime only by such
           Participant.

     (b)   NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
           Participant's Option Agreement, no NQSO granted under this Article 6
           may be sold, transferred, pledged, assigned, or otherwise alienated
           or hypothecated, other than by will or by the laws of descent and
           distribution. Further, except as otherwise provided in a
           Participant's Option Agreement, all NQSOs granted to a Participant
           under this Article 6 shall be exercisable during his or her lifetime
           only by such Participant.

     6.10 NO RIGHTS. A Participant 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 Participant upon the due
exercise of the Option.


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                       ARTICLE 7. RIGHTS OF KEY EMPLOYEES

     7.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or any subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue in
the employ of the Company and its subsidiaries.

     7.2 PARTICIPATION. No Key Employee shall have the right to be selected to
receive an Option under this Plan, or, having been so selected, to be selected
to receive a future Option.

               ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION

     8.1 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.

     8.2 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 Participant holding
such Option.

     8.3 ACCELERATION OF OPTION VESTING; WAIVER OF RESTRICTIONS. Notwithstanding
any provision of this Plan or any Option Agreement provision to the contrary,
the Committee, in its sole and exclusive discretion, shall have the power at any
time to (i) accelerate the vesting of any Option granted under the Plan,
including without limitation, acceleration to such a date that would result in
said Options becoming immediately vested, or (ii) waive any restrictions of any
Option granted under the Plan.

                             ARTICLE 9. WITHHOLDING

     9.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of this Plan.

     9.2 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, Participants may elect, subject to the approval of
the Committee, 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 Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.

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                           ARTICLE 10. INDEMNIFICATION

     Each person who is or shall have been a member of the Committee, or 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 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 11. 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 12. LEGAL CONSTRUCTION

     12.1 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.

     12.2 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.

     12.3 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.

     12.4 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.