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                                  EXHIBIT 10.25



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                         FIRST CHARTER CORPORATION 2000
                       OMNIBUS STOCK OPTION AND AWARD PLAN


                              ARTICLE I -- PREAMBLE

         1.1. The First Charter Corporation 2000 Omnibus Stock Option and Award
Plan is intended to secure for the Corporation, its Subsidiaries and its
shareholders the benefits arising from ownership of the Corporation's Common
Stock by the employees of the Corporation and its Subsidiaries and by the
directors of the Corporation, all of whom are and will be responsible for the
Corporation's future growth. The Plan is designed to help attract and retain for
the Corporation and its Subsidiaries personnel of superior ability for positions
of exceptional responsibility, to reward employees and directors for past
services and to motivate such individuals through added incentives to further
contribute to the success of the Corporation. With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to satisfy the
requirements of Rule 16b-3 of the Act.

         1.2. Awards under the Plan may be made to Eligible Persons in the form
of (i) Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified
Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance
Shares; or (vi) any combination of the foregoing.

         1.3. The Plan shall be effective April 19, 2000 (the "Effective Date"),
subject to approval by the shareholders of the Corporation to the extent
necessary to satisfy the requirements of the Code, the New York Stock Exchange,
Inc., or other applicable federal or state law.


                            ARTICLE II -- DEFINITIONS

         DEFINITIONS. Except where the context otherwise indicates, the
following definitions apply:

         2.1. "Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended.

         2.2. "Award" means an award granted to a Participant in accordance with
the provisions of the Plan, including, but not limited to, Stock Options,
Restricted Stock, Stock Awards, Performance Shares, or any combination of the
foregoing.

         2.3. "Award Agreement" means the separate written agreement evidencing
each Award granted to a Participant under the Plan.

         2.4. "Board of Directors" means the Board of Directors of the
Corporation.

         2.5. "Change of Control" means (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or association as a
result of which the holders of the voting capital stock of the Corporation as a
group would receive less than 50% of the voting capital stock of the surviving
or resulting corporation; (ii) the approval by the Board of Directors of an
agreement providing for the sale or transfer (other than as security for
obligations of the Corporation) of substantially all the assets of the
Corporation; or (iii) in the absence of a prior expression of approval by the
Board of Directors, the acquisition of more than 20% of the Corporation's voting
capital stock by any person within the meaning of Section 13(d)(3) of the Act,
other than a person, or group including a person, who beneficially owned, as of
the Effective Date, more than 6.5% of the Corporation's voting capital stock.

         2.6. "Code" means the Internal Revenue Code of 1986, as now in effect
or as hereafter amended. (All citations to sections of the Code are to such
sections as they may from time to time be amended or renumbered.)


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         2.7. "Committee" means a committee of the Board of Directors
established for the administration of the Plan pursuant to Article III and
consisting of two or more Directors. To the extent necessary to comply with Rule
16b-3 under the Act, the Committee shall consist solely of two or more
Non-Employee Directors. The Compensation and Special Stock Option Committee of
the Board of Directors shall constitute the Committee until otherwise determined
by the Board of Directors.

         2.8. "Common Stock" means the common stock of the Corporation to be
issued pursuant to the Plan.

         2.9. "Corporation" means First Charter, a North Carolina corporation,
and its successors and assigns.

         2.10. "Director" means a member of the Board of Directors of the
Corporation.

         2.11. "Disability" means disability as determined under procedures
established by the Committee or in any Award, as set forth in a Participant's
Award Agreement.

         2.12. "Effective Date" shall be the date set forth in Section 1.3 of
the Plan.

         2.13. "Eligible Employee" means an Eligible Person who is an employee
of the Corporation or any Subsidiary.

         2.14. "Eligible Person" means any employee of the Corporation or any
Subsidiary or any Director, as well as any other person whose participation the
Committee determines is in the best interest of the Corporation, subject to
limitations as may be provided by the Code, the Act or the Committee.

         2.15. "ERISA" means the Employee Retirement Income Security Act of
1974, as now in effect or as hereafter amended.

         2.16. "Fair Market Value" means, as of a given date and for so long as
shares of the Common Stock are listed on a national securities exchange or
reported on The Nasdaq Stock Market as a Nasdaq National Market security, the
mean between the high and low sales prices for the Common Stock on such date,
or, if no such shares were sold on such date, the most recent date on which
shares of such Common Stock were sold, as reported in The Wall Street Journal.
If the Common Stock is not listed on a national securities exchange or reported
on The Nasdaq Stock Market as a Nasdaq National Market security, Fair Market
Value shall mean the average of the closing bid and asked prices for such stock
in the over-the-counter market as reported by The Nasdaq Stock Market. If the
Common Stock is not listed on a national securities exchange or reported on The
Nasdaq Stock Market as a Nasdaq National Market security, or the
over-the-counter market, Fair Market Value shall be the fair value thereof
determined in good faith by the Board of Directors.

         2.17. "Grant Date" means, as to any Award, the latest of:

                  (a) the date on which the Committee authorizes the grant of
         the Award; or

                  (b) the date the Participant receiving the Award becomes an
         employee or a director of the Corporation or its Subsidiaries, to the
         extent employment status is a condition of the grant or a requirement
         of the Code or the Act; or

                  (c) such other date (later than the dates described in (a) and
         (b) above) as the Committee may designate and as set forth in the
         Participant's Award Agreement.

         2.18. "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include
adoptive relationships.


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         2.19. "Incentive Stock Option" means a Stock Option that meets the
requirements of Section 422 of the Code and is granted under Article IV of the
Plan and designated as an Incentive Stock Option in a Participant's Award
Agreement.

         2.20. "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 under the Act.

         2.21. "Nonqualified Stock Option" means a Stock Option that does not
meet the requirements of Section 422 of the Code and is granted under Article V
of the Plan, or, even if meeting the requirements of Section 422 of the Code, is
not intended to be an Incentive Stock Option and is not so designated in the
Participant's Award Agreement.

         2.22. "Option Period" means the period during which a Stock Option may
be exercised from time to time, as established by the Committee and set forth in
the Award Agreement for each Participant who is granted a Stock Option.

         2.23. "Option Price" means the purchase price for a share of Common
Stock subject to purchase pursuant to a Stock Option, as established by the
Committee and set forth in the Award Agreement for each Participant who is
granted a Stock Option.

         2.24. "Participant" means an Eligible Person to whom an Award has been
granted and who has entered into an Award Agreement evidencing the Award.

         2.25. "Performance Objectives" shall have the meaning set forth in
Article IX of the Plan.

         2.26. "Performance Period" shall have the meaning set forth in Article
IX of the Plan.

         2.27. "Performance Share" means an Award under Article IX of the Plan
of a unit valued by reference to the Common Stock, the payout of which is
subject to achievement of such Performance Objectives, measured during one or
more Performance Periods, as the Committee, in its sole discretion, shall
establish at the time of such Award and set forth in a Participant's Award
Agreement.

         2.28. "Plan" means the First Charter Corporation 2000 Omnibus Stock
Option and Award Plan, as amended from time to time.

         2.29. "Restricted Stock" means an Award under Article VII of the Plan
of shares of Common Stock that are at the time of the Award subject to
restrictions or limitations as to the Participant's ability to sell, transfer,
pledge or assign such shares, which restrictions or limitations may lapse
separately or in combination at such time or times, in installments or
otherwise, as the Committee, in its sole discretion, shall determine at the time
of such Award and set forth in a Participant's Award Agreement.

         2.30. "Restriction Period" means the period commencing on the Grant
Date with respect to such shares of Restricted Stock and ending on such date as
the Committee, in its sole discretion, shall establish and set forth in a
Participant's Award Agreement.

         2.31. "Retirement" means retirement as determined under procedures
established by the Committee or in any Award, as set forth in a Participant's
Award Agreement.

         2.32. "Stock Award" means an Award of shares of Common Stock under
Article VIII of the Plan.

         2.33. "Stock Option" means an Award under Article IV or Article V of
the Plan of an option to purchase Common Stock. A Stock Option may be either an
Incentive Stock Option or a Nonqualified Stock Option.

         2.34. "Subsidiary" means a subsidiary corporation of the Corporation as
that term is defined in Code section 424(f). "Subsidiaries" means more than one
Subsidiary.


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         2.35. "Termination of Service" means (i) in the case of an Eligible
Employee, the discontinuance of employment of such Participant with the
Corporation or its Subsidiaries for any reason other than a transfer to another
member of the group consisting of the Corporation and its Subsidiaries and (ii)
in the case of a Director who is not an employee of the Corporation or any
Subsidiary, the date such Participant ceases to serve as a Director. The
determination of whether a Participant has discontinued service shall be made by
the Committee in its sole discretion. In determining whether a Termination of
Service has occurred, the Committee may provide that service as a consultant or
service with a business enterprise in which the Corporation has a significant
ownership interest shall be treated as employment with the Corporation.


                          ARTICLE III -- ADMINISTRATION

         3.1. The Plan shall be administered by the Committee. Except as
otherwise required by Rule 16b-3 under the Act, the Committee, in its
discretion, may delegate to one or more of its members such of its powers as it
deems appropriate. The Committee also may limit the power of any member to the
extent necessary to comply with Rule 16b-3 under the Act or any other law, rule
or regulation. The Board of Directors may serve as the Committee, if by the
terms of the Plan all members of the Board of Directors are otherwise eligible
to serve on the Committee.

         3.2. The Committee shall meet at such times and places as it
determines. The Committee shall at all times operate and be governed, and
Committee meetings shall be conducted and action taken, in accordance with the
provisions of the Corporation's Bylaws or resolutions or policies adopted by the
Board of Directors from time to time regarding the operation of committees of
the Corporation.

         3.3. Except as set forth in Section 3.15 regarding grants of Awards by
the Board of Directors, the Committee shall have the exclusive right to
interpret, construe and administer the Plan, to select the Eligible Persons who
shall receive an Award, and to act in all matters pertaining to the grant of an
Award and the determination and interpretation of the provisions of the related
Award Agreement, including, without limitation, the determination of the number
of shares subject to Stock Options and the Option Period(s) and Option Price(s)
thereof, the number of shares of Restricted Stock or shares subject to Stock
Awards or Performance Shares subject to an Award, the vesting periods (if any)
and the form, terms, conditions and duration of each Award, and any amendment
thereof consistent with the provisions of the Plan. All acts, determinations and
decisions of the Committee made or taken pursuant to the Plan or with respect to
any questions arising in connection with the administration and interpretation
of the Plan or any Award Agreement, including the severability of any and all of
the provisions thereof, shall be conclusive, final and binding upon all
Participants, Eligible Persons and their beneficiaries.

         3.4. The Committee may adopt such rules, regulations and procedures of
general application for the administration of this Plan as it deems appropriate.

         3.5. Without limiting the provisions of this Article III, and subject
to the provisions of Article X, the Committee is authorized to take such action
as it determines to be necessary or advisable, and fair and equitable to
Participants and to the Corporation, with respect to an outstanding Award in the
event of a Change of Control as described in Article X or other similar event.
Such action may include, but shall not be limited to, establishing, amending or
waiving the form, terms, conditions and duration of an Award and the related
Award Agreement, so as to provide for earlier, later, extended or additional
times for exercise or payments, differing methods for calculating payments,
alternate forms and amounts of payment, an accelerated release of restrictions
or other modifications. The Committee may take such actions pursuant to this
Section 3.5 by adopting rules and regulations of general applicability to all
Participants or to certain categories of Participants, by including, amending or
waiving terms and conditions in an Award and the related Award Agreement, or by
taking action with respect to individual Participants from time to time.


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         3.6. Subject to the provisions of Section 3.11, the aggregate number of
shares of Common Stock which may be issued pursuant to Awards under the Plan
shall be seven hundred thousand (700,000) shares. Such shares of Common Stock
shall be made available from authorized and unissued shares of the Corporation.

                  (a) For all purposes under the Plan, each Performance Share
         awarded shall be counted as one share of Common Stock subject to an
         Award.

                  (b) If, for any reason, any shares of Common Stock (including
         shares of Common Stock subject to Performance Shares) that have been
         awarded or are subject to issuance or purchase pursuant to Awards
         outstanding under the Plan are not delivered or purchased, or are
         reacquired by the Corporation, for any reason, including but not
         limited to a forfeiture of Restricted Stock or failure to earn
         Performance Shares or the termination, expiration or cancellation of a
         Stock Option, or any other termination of an Award without payment
         being made in the form of shares of Common Stock (whether or not
         Restricted Stock), such shares of Common Stock shall not be charged
         against the aggregate number of shares of Common Stock available for
         Award under the Plan and shall again be available for Awards under the
         Plan. In no event, however, may Common Stock that is surrendered or
         withheld to pay the exercise price of a Stock Option or to satisfy tax
         withholding requirements be available for future grants under the Plan.

                  (c) The foregoing subsections (a) and (b) of this Section 3.6
         shall be subject to any limitations provided by the Code or by Rule
         16b-3 under the Act or by any other applicable law, rule or regulation.

         3.7. Each Award granted under the Plan shall be evidenced by a written
Award Agreement, which shall be subject to and shall incorporate (by reference
or otherwise) the applicable terms and conditions of the Plan and shall include
any other terms and conditions (not inconsistent with the Plan) required by the
Committee.

         3.8. The Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock under the Plan prior to:

                  (a) any required approval of the Plan by the shareholders of
         the Corporation; and

                  (b) the completion of any registration or qualification of
         such shares of Common Stock under any federal or state law, or any
         ruling or regulation of any governmental body that the Corporation
         shall, in its sole discretion, determine to be necessary or advisable.

         3.9. The Committee may require any Participant acquiring shares of
Common Stock pursuant to any Award under the Plan to represent to and agree with
the Corporation in writing that such person is acquiring the shares of Common
Stock for investment purposes and without a view to resale or distribution
thereof. Shares of Common Stock issued and delivered under the Plan shall also
be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed and any applicable federal or state laws, and the Committee
may cause a legend or legends to be placed on the certificate or certificates
representing any such shares to make appropriate reference to any such
restrictions. In making such determination, the Committee may rely upon an
opinion of counsel for the Corporation.

         3.10. Except as otherwise expressly provided in the Plan or in an Award
Agreement with respect to an Award, no Participant shall have any right as a
shareholder of the Corporation with respect to any shares of Common Stock
subject to such Participant's Award except to the extent that, and until, one or
more certificates representing such shares of Common Stock shall have been
delivered to the Participant. No shares shall be required to be issued, and no
certificates shall be required to be delivered, under the Plan unless and until
all of the terms and conditions applicable to such Award shall have, in the sole
discretion of the Committee, been satisfied in full and any restrictions shall
have lapsed in full, and


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unless and until all of the requirements of law and of all regulatory bodies
having jurisdiction over the offer and sale, or issuance and delivery, of the
shares shall have been fully complied with.

         3.11. The total amount of shares with respect to which Awards may be
granted under the Plan and rights of outstanding Awards (both as to the number
of shares subject to the outstanding Awards and the Option Price(s) or other
purchase price(s) of such shares, as applicable) shall be appropriately adjusted
for any increase or decrease in the number of outstanding shares of Common Stock
of the Corporation resulting from payment of a stock dividend on the Common
Stock, a stock split or subdivision or combination of shares of the Common
Stock, or a reorganization or reclassification of the Common Stock, or any other
change in the structure of shares of the Common Stock. The foregoing adjustments
and the manner of application of the foregoing provisions shall be determined by
the Committee in its sole discretion. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to an
Award. All adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Incentive Stock Option shall
continue to be an Incentive Stock Option, as defined in Section 422 of the Code.

         3.12. The members of the Committee shall be entitled to indemnification
by the Corporation in the manner and to the extent set forth in the
Corporation's Bylaws or as otherwise provided from time to time regarding
indemnification of Directors.

         3.13. The Committee shall be authorized to make adjustments in any
performance based criterium or in the other terms and conditions of outstanding
Awards in recognition of unusual or nonrecurring events affecting the
Corporation (or any Subsidiary, if applicable) or its financial statements or
changes in applicable laws, regulations or accounting principles. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award Agreement in the manner and to the extent it shall deem
necessary or desirable to reflect any such adjustment. In the event the
Corporation (or any Subsidiary, if applicable) shall assume outstanding employee
benefit awards or the right or obligation to make future such awards in
connection with the acquisition of another corporation or business entity, the
Committee may, in its sole discretion, make such adjustments in the terms of
outstanding Awards under the Plan as it shall deem appropriate.

         3.14. Subject to the express provisions of the Plan, the Committee
shall have full power and authority to determine whether, to what extent and
under what circumstances any outstanding Award shall be terminated, canceled,
forfeited or suspended. Notwithstanding the foregoing or any other provision of
the Plan or an Award Agreement, all Awards to any Participant that are subject
to any restriction or have not been earned or exercised in full by the
Participant shall be terminated and canceled if the Participant is terminated
for cause, as determined by the Committee in its sole discretion.

         3.15. In addition to, and not in limitation of, the right of the
Committee to grant Awards to Eligible Persons under this Plan, the full Board of
Directors may from time to time grant Awards to Eligible Persons pursuant to the
terms and conditions of this Plan, subject to the requirements of the Code, Rule
16b-3 under the Act or any other applicable law, rule or regulation. In
connection with any such grants, the Board of Directors shall have all of the
power and authority of the Committee to determine the Eligible Persons to whom
such Awards shall be granted and the other terms and conditions of such Awards.


                      ARTICLE IV -- INCENTIVE STOCK OPTIONS

         4.1. The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Incentive Stock Options to Eligible Employees,
subject to the provisions of this Article IV and Articles III and VI and subject
to the following conditions:

                  (a) Incentive Stock Options shall be granted only to Eligible
         Employees, each of whom may be granted one or more of such Incentive
         Stock Options at such time or times determined by the Committee;
         provided, however, that Incentive Stock Options shall be granted only
         to an Eligible Employee who, at the time of the Grant Date, does not
         own stock possessing


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         more than ten percent (10%) of the total combined voting power of all
         classes of stock of the Corporation.

                  (b) The Option Price per share of Common Stock for an
         Incentive Stock Option shall be set in the Award Agreement, but shall
         not be less than one hundred percent (100%) of the Fair Market Value of
         the Common Stock at the Grant Date.

                  (c) An Incentive Stock Option may be exercised in full or in
         part from time to time within ten (10) years from the Grant Date, or
         such shorter period as may be specified by the Committee as the Option
         Period and set forth in the Award Agreement; provided, however, that,
         in any event, the Incentive Stock Option shall lapse and cease to be
         exercisable upon a Termination of Service or within such period
         following a Termination of Service as shall have been determined by the
         Committee and set forth in the related Award Agreement; and provided,
         further, that such period following a Termination of Service shall not
         exceed three (3) months unless employment shall have terminated:

                  (i) as a result of Disability, in which event such period
                  shall not exceed one year after the date of Disability; or

                  (ii) as a result of death, or if death shall have occurred
                  following a Termination of Service (other than as a result of
                  Disability) and during the period that the Incentive Stock
                  Option was still exercisable, in which event such period may
                  not exceed one year after the date of death; and

         provided, further, that such period following a Termination of Service
         shall in no event extend beyond the original Option Period of the
         Incentive Stock Option.

                  (d) The aggregate Fair Market Value of the shares of Common
         Stock with respect to which any incentive stock options (whether under
         this Plan or any other plan established by the Corporation) are first
         exercisable during any calendar year by any Eligible Employee shall not
         exceed one hundred thousand dollars ($100,000), determined based on the
         Fair Market Value(s) of such shares as of their respective grant dates;
         provided, however, that to the extent permitted under Section 422 of
         the Code:

                  (i) if the aggregate Fair Market Values of the shares of
                  Common Stock with respect to which incentive stock options are
                  first exercisable during any calendar year (whether such
                  Incentive Stock Options are granted under this Plan or any
                  other plan established by the Corporation) exceeds one hundred
                  thousand dollars ($100,000), such excess shall be treated as a
                  Nonqualified Stock Option;

                  (ii) if a Participant's employment is terminated by reason of
                  death, Disability or Retirement and the portion of any
                  incentive stock option that is otherwise exercisable during
                  the post-termination period applied without regard to the one
                  hundred thousand dollar ($100,000) limitation contained in
                  Section 422 of the Code is greater than the portion of such
                  option that is immediately exercisable as an Incentive Stock
                  Option during such post-termination period under Section 422,
                  such excess shall be treated as a Nonqualified Stock Option;
                  and

                  (iii) if the exercise of an Incentive Stock Option is
                  accelerated by reason of a Change of Control, any portion of
                  such Award that is not exercisable as an incentive stock
                  option by reason of the one hundred thousand dollar ($100,000)
                  limitation contained in Section 422 of the Code shall be
                  treated as a Nonqualified Stock Option.

                  (e) No Incentive Stock Options may be granted more than ten
         (10) years from the Effective Date.


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                  (f) The Award Agreement for each Incentive Stock Option shall
         provide that the Participant shall notify the Corporation if such
         Participant sells or otherwise transfers any shares of Common Stock
         acquired upon exercise of the Incentive Stock Option within two (2)
         years of the Grant Date of such Incentive Stock Option or within one
         (1) year of the date such shares were acquired upon the exercise of
         such Incentive Stock Option.

         4.2. Subject to the limitations of Section 3.6, the maximum number of
shares of Common Stock subject to Incentive Stock Option Awards shall be the
maximum number of shares available for Awards under the Plan.

         4.3. The Committee may provide for any other terms and conditions which
it determines should be imposed for an Incentive Stock Option to qualify under
Section 422 of the Code, as well as any other terms and conditions not
inconsistent with this Article IV or Articles III or VI, as determined in its
sole discretion and set forth in the Award Agreement for such Incentive Stock
Option.

         4.4. Each provision of this Article IV and of each Incentive Stock
Option granted hereunder shall be construed in accordance with the provisions of
Section 422 of the Code, and any provision hereof that cannot be so construed
shall be disregarded.


                     ARTICLE V -- NONQUALIFIED STOCK OPTIONS

         5.1. The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Nonqualified Stock Options to Eligible Persons,
subject to the provisions of this Article V and Articles III and VI and subject
to the following conditions:

                  (a) Nonqualified Stock Options may be granted to any Eligible
         Persons, each of whom may be granted one or more of such Nonqualified
         Stock Options, at such time or times determined by the Committee.

                  (b) The Option Price per share of Common Stock for a
         Nonqualified Stock Option shall be set in the Award Agreement and may
         be less than one hundred percent (100%) of the Fair Market Value of the
         Common Stock at the Grant Date.

                  (c) A Nonqualified Stock Option may be exercised in full or in
         part from time to time within the Option Period specified by the
         Committee and set forth in the Award Agreement; provided, however,
         that, in any event, the Nonqualified Stock Option shall lapse and cease
         to be exercisable upon a Termination of Service or within such period
         following a Termination of Service as shall have been determined by the
         Committee and set forth in the related Award Agreement.

         5.2. The Committee may provide for any other terms and conditions for a
Nonqualified Stock Option not inconsistent with this Article V or Articles III
or VI, as determined in its sole discretion and set forth in the Award Agreement
for such Nonqualified Stock Option.


                    ARTICLE VI -- INCIDENTS OF STOCK OPTIONS

         6.1. Each Stock Option shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by
the Committee and set forth in the related Award Agreement, including any
provisions as to continued employment as consideration for the grant or exercise
of such Stock Option and any provisions which may be advisable to comply with
applicable laws, regulations or rulings of any governmental authority.

         6.2. Except as hereinafter described, a Stock Option shall not be
transferable by the Participant other than by will or by the laws of descent and
distribution, and shall be exercisable during the


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lifetime of the Participant only by the Participant or the Participant's
guardian or legal representative. In the event of the death of a Participant,
any unexercised Stock Options may be exercised to the extent otherwise provided
herein or in such Participant's Award Agreement by the executor or personal
representative of such Participant's estate or by any person who acquired the
right to exercise such Stock Options by bequest under the Participant's will or
by inheritance. The Committee, in its sole discretion, may at any time permit a
Participant to transfer a Nonqualified Stock Option for no consideration to or
for the benefit of one or more members of the Participant's Immediate Family
(including, without limitation, to a trust for the benefit of the Participant
and/or one or more members of such Participant's Immediate Family or a
corporation, partnership or limited liability company established and controlled
by the Participant and/or one or more members of such Participant's Immediate
Family), subject to such limits as the Committee may establish. The transferee
of such Nonqualified Stock Option shall remain subject to all terms and
conditions applicable to such Nonqualified Stock Option prior to such transfer.
The foregoing right to transfer the Nonqualified Stock Option, if granted by the
Committee, shall apply to the right to consent to amendments to the Award
Agreement.

         6.3. Shares of Common Stock purchased upon exercise of a Stock Option
shall be paid for in such amounts, at such times and upon such terms as shall be
determined by the Committee, subject to limitations set forth in the Stock
Option Award Agreement. The Committee may, in its sole discretion, permit the
exercise of a Stock Option by payment in cash or by tendering shares of Common
Stock (either by actual delivery of such shares or by attestation), or any
combination thereof, as determined by the Committee. In the sole discretion of
the Committee, payment in shares of Common Stock also may be made with shares
received upon the exercise or partial exercise of the Stock Option, whether or
not involving a series of exercises or partial exercises and whether or not
share certificates for such shares surrendered have been delivered to the
Participant. The Committee also may, in its sole discretion, permit the payment
of the exercise price of a Stock Option by the voluntary surrender of all or a
portion of the Stock Option. Shares of Common Stock previously held by the
Participant and surrendered in payment of the Option Price of a Stock Option
shall be valued for such purpose at the Fair Market Value thereof on the date
the Stock Option is exercised.

         6.4. No cash dividends shall be paid on shares of Common Stock subject
to unexercised Stock Options.

         6.5. The Committee may permit the voluntary surrender of all or a
portion of any Stock Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Stock Option for the same or a different
number of shares of Common Stock as the Stock Option surrendered, or may require
such voluntary surrender as a condition precedent to a grant of a new Stock
Option to such Participant. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at such Option Price, during such Option
Period and on such other terms and conditions as are specified by the Committee
at the time the new Stock Option is granted. Upon surrender, the Stock Options
surrendered shall be canceled and the shares of Common Stock previously subject
to them shall be available for the grant of other Stock Options.

         6.6. The Committee may at any time offer to purchase a Participant's
outstanding Stock Option for a payment equal to the value of such Stock Option
payable in cash, shares of Common Stock or Restricted Stock or other property
upon surrender of the Participant's Stock Option, based on such terms and
conditions as the Committee shall establish and communicate to the Participant
at the time that such offer is made.

         6.7. The Committee shall have the discretion, exercisable either at the
time the Award is granted or at the time the Participant discontinues
employment, to establish as a provision applicable to the exercise of one or
more Stock Options that, during a limited period of exercisability following a
Termination of Service, the Stock Option may be exercised not only with respect
to the number of shares of Common Stock for which it is exercisable at the time
of the Termination of Service but also with respect to one or more subsequent
installments for which the Stock Option would have become exercisable had the
Termination of Service not occurred.



<PAGE>   11

                         ARTICLE VII -- RESTRICTED STOCK

         7.1. The Committee, in its sole discretion, may from time to time on or
after the Effective Date award shares of Restricted Stock to Eligible Persons as
a reward for past service and an incentive for the performance of future
services that will contribute materially to the successful operation of the
Corporation and its Subsidiaries, subject to the terms and conditions set forth
in this Article VII.

         7.2. The Committee shall determine the terms and conditions of any
Award of Restricted Stock, which shall be set forth in the related Award
Agreement, including without limitation:

                  (a) the purchase price, if any, to be paid for such Restricted
         Stock, which may be zero, subject to such minimum consideration as may
         be required by applicable law;

                  (b) the duration of the Restriction Period or Restriction
         Periods with respect to such Restricted Stock and whether any events
         may accelerate or delay the end of such Restriction Period(s);

                  (c) the circumstances upon which the restrictions or
         limitations shall lapse, and whether such restrictions or limitations
         shall lapse as to all shares of Restricted Stock at the end of the
         Restriction Period or as to a portion of the shares of Restricted Stock
         in installments during the Restriction Period by means of one or more
         vesting schedules;

                  (d) whether such Restricted Stock is subject to repurchase by
         the Corporation or to a right of first refusal at a predetermined price
         or if the Restricted Stock may be forfeited entirely under certain
         conditions;

                  (e) whether any performance goals may apply to a Restriction
         Period to shorten or lengthen such period; and

                  (f) whether dividends and other distributions with respect to
         such Restricted Stock are to be paid currently to the Participant or
         withheld by the Corporation for the account of the Participant.

         7.3. Awards of Restricted Stock must be accepted within a period of
thirty (30) days after the Grant Date (or such shorter or longer period as the
Committee may specify at such time) by executing an Award Agreement with respect
to such Restricted Stock and tendering the purchase price, if any. A prospective
recipient of an Award of Restricted Stock shall not have any rights with respect
to such Award, unless such recipient has executed an Award Agreement with
respect to such Restricted Stock, has delivered a fully executed copy thereof to
the Committee and has otherwise complied with the applicable terms and
conditions of such Award.

         7.4. In the sole discretion of the Committee and as set forth in the
Award Agreement for an Award of Restricted Stock, all shares of Restricted Stock
held by a Participant and still subject to restrictions shall be forfeited by
the Participant upon the Participant's Termination of Service and shall be
reacquired, cancelled and retired by the Corporation. Notwithstanding the
foregoing, unless otherwise provided in an Award Agreement with respect to an
Award of Restricted Stock, in the event of the death, Disability or Retirement
of a Participant during the Restriction Period, or in other cases of special
circumstances (including hardship or other special circumstances of a
Participant whose employment is involuntarily terminated), the Committee may
elect to waive in whole or in part any remaining restrictions with respect to
all or any part of such Participant's Restricted Stock, if it finds that a
waiver would be appropriate.

         7.5. Except as otherwise provided in this Article VII, no shares of
Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.


<PAGE>   12

         7.6. Upon an Award of Restricted Stock to a Participant, a certificate
or certificates representing the shares of such Restricted Stock will be issued
to and registered in the name of the Participant. Unless otherwise determined by
the Committee, such certificate or certificates will be held in custody by the
Corporation until (i) the Restriction Period expires and the restrictions or
limitations lapse, in which case one or more certificates representing such
shares of Restricted Stock that do not bear a restrictive legend (other than any
legend as required under applicable federal or state securities laws) shall be
delivered to the Participant, or (ii) a prior forfeiture by the Participant of
the shares of Restricted Stock subject to such Restriction Period, in which case
the Corporation shall cause such certificate or certificates to be cancelled and
the shares represented thereby to be retired, all as set forth in the
Participant's Award Agreement. It shall be a condition of an Award of Restricted
Stock that the Participant deliver to the Corporation a stock power endorsed in
blank relating to the shares of Restricted Stock to be held in custody by the
Corporation.

         7.7. Except as provided in this Article VII or in the related Award
Agreement, a Participant receiving an Award of shares of Restricted Stock Award
shall have, with respect to such shares, all rights of a shareholder of the
Corporation, including the right to vote the shares and the right to receive any
distributions, unless and until such shares are otherwise forfeited by such
Participant; provided, however, the Committee may require that any cash
dividends with respect to such shares of Restricted Stock be automatically
reinvested in additional shares of Restricted Stock subject to the same
restrictions as the underlying Award, or may require that cash dividends and
other distributions on Restricted Stock be withheld by the Corporation or its
Subsidiaries for the account of the Participant. The Committee shall determine
whether interest shall be paid on amounts withheld, the rate of any such
interest, and the other terms applicable to such withheld amounts.


                          ARTICLE VIII -- STOCK AWARDS

         8.1. The Committee, in its sole discretion, may from time to time on or
after the Effective Date grant Stock Awards to Eligible Persons in payment of
compensation that has been earned or as compensation to be earned, including
without limitation compensation awarded or earned concurrently with or prior to
the grant of the Stock Award, subject to the terms and conditions set forth in
this Article VIII.

         8.2. For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Common Stock subject to such Stock Award shall be valued at
not less than one hundred percent (100%) of the Fair Market Value of such shares
of Common Stock on the Grant Date of such Stock Award, regardless of when such
shares of Common Stock are issued and certificates representing such shares are
delivered to the Participant.

         8.3. Unless otherwise determined by the Committee and set forth in the
related Award Agreement, shares of Common Stock subject to a Stock Award will be
issued, and one or more certificates representing such shares will be delivered,
to the Participant as soon as practicable following the Grant Date of such Stock
Award. Upon the issuance of such shares and the delivery of one or more
certificates representing such shares to the Participant, such Participant shall
be and become a shareholder of the Corporation fully entitled to receive
dividends, to vote and to exercise all other rights of a shareholder of the
Corporation. Notwithstanding any other provision of this Plan, unless the
Committee expressly provides otherwise with respect to a Stock Award, as set
forth in the related Award Agreement, no Stock Award shall be deemed to be an
outstanding Award for purposes of the Plan.


                        ARTICLE IX -- PERFORMANCE SHARES

         9.1. The Committee, in its sole discretion, may from time to time on or
after the Effective Date award Performance Shares to Eligible Persons as an
incentive for the performance of future services that


<PAGE>   13

will contribute materially to the successful operation of the Corporation and
its Subsidiaries, subject to the terms and conditions set forth in this Article
IX.

         9.2. The Committee shall determine the terms and conditions of any
Award of Performance Shares, which shall be set forth in the related Award
Agreement, including without limitation:

                  (a) the purchase price, if any, to be paid for such
         Performance Shares, which may be zero, subject to such minimum
         consideration as may be required by applicable law;

                  (b) the performance period (the "Performance Period") and/or
         performance objectives (the "Performance Objectives") applicable to
         such Awards;

                  (c) the number of Performance Shares that shall be paid to the
         Participant if the applicable Performance Objectives are exceeded or
         met in whole or in part; and

                  (d) the form of settlement of a Performance Share.

         9.3. At any date, each Performance Share shall have a value equal to
the Fair Market Value of a share of Common Stock.

         9.4. Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.

         9.5. Performance Objectives may vary from Participant to Participant
and between Awards and shall be based upon such performance criteria or
combination of factors as the Committee may deem appropriate, including, but not
limited to, minimum earnings per share or return on equity. If during the course
of a Performance Period there shall occur significant events which the Committee
expects to have a substantial effect on the applicable Performance Objectives
during such period, the Committee may revise such Performance Objectives.

         9.6. In the sole discretion of the Committee and as set forth in the
Award Agreement for an Award of Performance Shares, all Performance Shares held
by a Participant and not earned shall be forfeited by the Participant upon the
Participant's Termination of Service. Notwithstanding the foregoing, unless
otherwise provided in an Award Agreement with respect to an Award of Performance
Shares, in the event of the death, Disability or Retirement of a Participant
during the applicable Performance Period, or in other cases of special
circumstances (including hardship or other special circumstances of a
Participant whose employment is involuntarily terminated), the Committee may
determine to make a payment in settlement of such Performance Shares at the end
of the Performance Period, based upon the extent to which the Performance
Objectives were satisfied at the end of such period and pro rated for the
portion of the Performance Period during which the Participant was employed by
the Corporation or a Subsidiary; provided, however, that the Committee may
provide for an earlier payment in settlement of such Performance Shares in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable.

         9.7. The settlement of a Performance Share shall be made in cash, whole
shares of Common Stock or a combination thereof and shall be made as soon as
practicable after the end of the applicable Performance Period. Notwithstanding
the foregoing, the Committee in its sole discretion may allow a Participant to
defer payment in settlement of Performance Shares on terms and conditions
approved by the Committee and set forth in the related Award Agreement entered
into in advance of the time of receipt or constructive receipt of payment by the
Participant.

         9.8. Performance Shares shall not be transferable by the Participant.
The Committee shall have the authority to place additional restrictions on the
Performance Shares including, but not limited to, restrictions on transfer of
any shares of Common Stock that are delivered to a Participant in settlement of
any Performance Shares.



<PAGE>   14

          ARTICLE X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES

         10.1. Upon the occurrence of a Change of Control and unless otherwise
provided in the Award Agreement with respect to a particular Award:

                  (a) all outstanding Stock Options shall become immediately
         exercisable in full, subject to any appropriate adjustments in the
         number of shares subject to the Stock Option and the Option Price, and
         shall remain exercisable for the remaining term of such Stock Option,
         regardless of any provision in the related Award Agreement limiting the
         exercisability of such Stock Option or any portion thereof for any
         length of time;

                  (b) all outstanding Performance Shares with respect to which
         the applicable Performance Period has not been completed shall be paid
         out as soon as practicable as follows:

                  (i) all Performance Objectives applicable to the Award of
                  Performance Shares shall be deemed to have been satisfied to
                  the extent necessary to earn one hundred percent (100%) of the
                  Performance Shares covered by the Award;

                  (ii) the applicable Performance Period shall be deemed to have
                  been completed upon occurrence of the Change of Control;

                  (iii) the payment to the Participant in settlement of the
                  Performance Shares shall be the amount determined by the
                  Committee, in its sole discretion, or in the manner stated in
                  the Award Agreement, as multiplied by a fraction, the
                  numerator of which is the number of full calendar months of
                  the applicable Performance Period that have elapsed prior to
                  occurrence of the Change of Control, and the denominator of
                  which is the total number of months in the original
                  Performance Period; and

                  (iv) upon the making of any such payment, the Award Agreement
                  as to which it relates shall be deemed terminated and of no
                  further force and effect.

                  (c) all outstanding shares of Restricted Stock with respect to
         which the restrictions have not lapsed shall be deemed vested, and all
         such restrictions shall be deemed lapsed and the Restriction Period
         ended.

         10.2. Anything contained herein to the contrary notwithstanding, upon
the dissolution or liquidation of the Corporation, each Award granted under the
Plan and then outstanding shall terminate; provided, however, that following the
adoption of a plan of dissolution or liquidation, and in any event prior to the
effective date of such dissolution or liquidation, each such outstanding Award
granted hereunder shall be exercisable in full and all restrictions shall lapse,
to the extent set forth in Section 10.1(a), (b) and (c) above.

         10.3. After the merger of one or more corporations into the Corporation
or any Subsidiary, any merger of the Corporation into another corporation, any
consolidation of the Corporation or any Subsidiary of the Corporation and one or
more corporations, or any other corporate reorganization of any form involving
the Corporation as a party thereto and involving any exchange, conversion,
adjustment or other modification of the outstanding shares of the Common Stock,
each Participant shall, at no additional cost, be entitled, upon any exercise of
such Participant's Stock Option, to receive, in lieu of the number of shares as
to which such Stock Option shall then be so exercised, the number and class of
shares of stock or other securities or such other property to which such
Participant would have been entitled to pursuant to the terms of the agreement
of merger or consolidation or reorganization, if at the time of such merger or
consolidation or reorganization, such Participant had been a holder of record of
a number of shares of Common Stock equal to the number of shares as to which
such Stock Option shall then be so exercised. Comparable rights shall accrue to
each Participant in the event of successive mergers, consolidations or
reorganizations of the character described above. The Committee may, in its sole
discretion, provide for


<PAGE>   15

similar adjustments upon the occurrence of such events with regard to other
outstanding Awards under this Plan. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the elimination of any
fractional shares which might otherwise become subject to an Award. All
adjustments made as the result of the foregoing in respect of each Incentive
Stock Option shall be made so that such Incentive Stock Option shall continue to
be an Incentive Stock Option, as defined in Section 422 of the Code.


                     ARTICLE XI -- AMENDMENT AND TERMINATION

         11.1. Subject to the provisions of Section 11.2, the Board of
Directors, upon recommendation of the Committee or otherwise, at any time and
from time to time may amend or terminate the Plan as may be necessary or
desirable to implement or discontinue the Plan or any provision hereof. To the
extent required by the Act or the Code, however, no amendment, without approval
by the Corporation's shareholders, shall:

                  (a) materially alter the group of persons eligible to
         participate in the Plan;

                  (b) except as provided in Section 3.6, increase the maximum
         number of shares of Common Stock that are available for Awards under
         the Plan;

                  (c) extend the period during which Incentive Stock Option
         Awards may be granted beyond the ten year period; or

                  (d) alter the class of individuals eligible to receive an
         Incentive Stock Option or increase the limit on Incentive Stock Options
         set forth in Section 4.1(d) or the value of shares of Common Stock for
         which an Eligible Employee may be granted an Incentive Stock Option.

         11.2. No amendment to or discontinuance of the Plan or any provision
hereof by the Board of Directors or the shareholders of the Corporation shall,
without the written consent of the Participant, adversely affect (in the sole
discretion of the Committee) any Award theretofore granted to such Participant
under this Plan; provided, however, that the Committee retains the right and
power to:

                  (a) annul any Award if the Participant is terminated for cause
         as determined by the Committee; and

                  (b) convert any outstanding Incentive Stock Option to a
         Nonqualified Stock Option.

         11.3. If a Change of Control has occurred, no amendment or termination
shall impair the rights of any person with respect to an outstanding Award as
provided in Article X.


                     ARTICLE XII -- MISCELLANEOUS PROVISIONS

         12.1. Nothing in the Plan or any Award granted hereunder shall confer
upon any Participant any right to continue in the employ of the Corporation or
its Subsidiaries or to serve as a Director or shall interfere in any way with
the right of the Corporation or its Subsidiaries or the shareholders of the
Corporation, as applicable, to terminate the employment of a Participant or to
release or remove a Director at any time. Unless specifically provided
otherwise, no Award granted under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Corporation or its Subsidiaries for the benefit
of their respective employees unless the Corporation shall determine otherwise.
No Participant shall have any claim to an Award until it is actually granted
under the Plan and an Award Agreement has been executed and delivered to the
Corporation. To the extent that any person acquires a right to receive payments
from the Corporation under the Plan, such right shall, except as otherwise
provided by the Committee, be no greater than the right of an unsecured general
creditor of the Corporation. All payments to be made hereunder shall be


<PAGE>   16

paid from the general funds of the Corporation, and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts, except as provided in Article VII with respect to
Restricted Stock and except as otherwise provided by the Committee.

         12.2. The Plan and the grant of Awards shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. Any provision herein
relating to compliance with Rule 16b-3 under the Act shall not be applicable
with respect to participation in the Plan by Participants who are not subject to
Section 16 of the Act.

         12.3. The terms of the Plan shall be binding upon the Corporation, its
successors and assigns.

         12.4. Neither a Stock Option nor any other type of equity-based
compensation provided for hereunder shall be transferable except as provided for
in Section 6.2. In addition to the transfer restrictions otherwise contained
herein, additional transfer restrictions shall apply to the extent required by
federal or state securities laws. If any Participant makes such a transfer in
violation hereof, any obligation hereunder of the Corporation to such
Participant shall terminate immediately.

         12.5. This Plan and all actions taken hereunder shall be governed by
the laws of the State of North Carolina.

         12.6. Each Participant exercising an Award hereunder agrees to give the
Committee prompt written notice of any election made by such Participant under
Section 83(b) of the Code, or any similar provision thereof.

         12.7. If any provision of this Plan or an Award Agreement is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award Agreement under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken, and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.

         12.8. The grant of an Award pursuant to this Plan shall not affect in
any way the right or power of the Corporation or any of its Subsidiaries to make
adjustments, reclassification, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate or
sell, or to transfer all or part of its business or assets.

         12.9. The Plan is not subject to the provisions of ERISA or qualified
under Section 401(a) of the Code.

         12.10. If a Participant is required to pay to the Corporation an amount
with respect to income and employment tax withholding obligations in connection
with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions
of Common Stock acquired upon the exercise of an Incentive Stock Option, or
(iii) the receipt of Common Stock pursuant to any other Award, then the issuance
of Common Stock to such Participant shall not be made (or the transfer of shares
by such Participant shall not be required to be effected, as applicable) unless
such withholding tax or other withholding liabilities shall have been satisfied
in a manner acceptable to the Corporation. The Committee, in its sole discretion
and subject to such rules as it may adopt, may permit the Participant to satisfy
such obligation, in whole or in part, by making an irrevocable election that a
portion of the total Fair Market Value of the shares of Common Stock be paid in
the form of cash in lieu of the issuance of Common Stock and that such cash
payment be applied to the satisfaction of the withholding obligations. The
amount to be withheld shall not exceed the statutory minimum federal and state
income and employment tax liability arising from the transfer of the Common
Stock to the Participant. Notwithstanding any other provision of the Plan, any
election under this Section 12.10 is required to satisfy the applicable
requirements of Rule 16b-3 under the Act.