EXHIBIT 10.45


                         STANDARD BANK ANDT RUST COMPANY
                        1988 INCENTIVE STOCK OPTION PLAN
                      as assumed by Triangle Bancorp, Inc.

1. Purpose. This Plan is intended to advance the interests of the Bank by
allowing officers and other key employees who have substantial responsibility
for the direction and management of the Bank to acquire a proprietary interest
in the Bank as an additional incentive to promote the Bank's success, and by
encouraging such individuals to continue to provide their services to the Bank.
These aims will be effectuated by the granting of certain stock options. It is
intended that options issued under the Plan and designated by the Committee
(defined hereinafter) pursuant to Section 3(b) hereof will qualify as Incentive
Stock Options (hereinafter called "ISO's). Under Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"), and the terms of the Plan shall
be interpreted in accordance with this intention. Options granted under this
Plan are referred to hereinafter as "Options.',

         2. Plan. The Plan shall be administered by the Compensation Committee
         (the "Committee,,) of the Board of Directors ("the Board") of the Bank,
         which shall consist of not less than three members. Subject to the
         provisions of the Plan, the Committee shall have full authority, in its
         discretion, to (a) determine the employees (from the class of employees
         eligible under Section 3 hereof to receive options under the Plan) to
         whom Options shall be granted; (b) determine the time or times at which
         Options shall be granted: (c) determine the option price of the shares
         subject to each Option, which price shall be not less than the minimum
         specified in accordance with Section 5 hereof; (d) determine (subject
         to Sections 7 and 9 hereof) the time or times when each Option shal1
         become exercisable and the duration of the exercise; and (e) interpret
         the Plan and prescribe, amend, and rescind rules and regulations
         relating to it. The interpretation and construction of any provision of
         the Plan by the Committee shall be final and conclusive. The Committee
         may consult with counsel and other professional advisors, who may be
         counsel or advisors to the Bank, and shall not incur any liability for
         any action taken in good faith in reliance upon the advice of such
         counsel or advisors.

         3. Eligibility. (a) Options may be granted by the Committee only to
         persons who are officers or other key employees of the Bank or a
         subsidiary corporation of the Bank who perform services of major
         importance in the management, operation, and development of the
         business of the Bank or of any subsidiary of the Bank, and the
         Committee shall determine the number of shares to be allocated to each
         option. In determining the eligibility of an employee to receive an
         Option as well as in determining the number of shares to be optioned to
         any individual, the Committee shall consider the position and
         responsibilities of the individual being considered, the nature and
         value to the Bank of such individual's services and accomplishments,
         the person's present and potential contributions to the success of the
         Bank, and such other factors as the Committee may deem relevant. A
         person receiving an Option pursuant to this Plan shall sometimes be
         referred to hereinafter as an "Optionee."

            (b) At the time each Option is granted to an employee under this
            Plan, the Committee shall determine whether such Option is to be
            designated as an ISO. No Option granted to any employee who at the
            time of such grant owns stock possessing more than 10% of the total
            combined voting power of all classes of stock of the Bank or any of
            its subsidiaries may be designated as an IS0, unless at the time of
            such grant the option price is fixed at not less than 110% of the
            fair market value of the Shares (defined hereinafter) subject to the
            Option, and exercise of such Option is prohibited by its terms after
            the expiration of five years from the date such Option is granted.

            (c) No individual shall be given the opportunity under this Plan to
            exercise Options for Shares valued (at the time of the granting of
            the Option) in excess of $100,000 in any calendar year, unless and
            except to the extent that said Options shall have first become
            exercisable in a preceding year. No Option shall be granted
            hereunder for the purchase of Shares in such a manner as would cause
            the forgoing restriction to be violated.


         4. Shares of Stock Subject to the Plan. There will be reserved for use
         upon the exercise of Options to be granted from time to time under the
         Plan (subject to the provisions of Section 6 hereof) an aggregate of
         19,232 Shares of the $5.00 par value common stock (the "Shares") of the
         Bank, which, as the Committee shall from time

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to time determine, may be in whole or in part either authorized but unissued
Shares, or issued Shares which shall have been reacquired by the Bank. Any
Shares subject to an Option under the Plan, which Option for any reason expires
or is terminated Unexercised as to such Shares, may again be subjected to an
Option under the Plan.

            5. Option Price. The purchase price under each Option issued shall
            be determined by the Committee at the time the Option is granted,
            but in no event shall such purchase price be less than 100% (110%,
            in the case of an ISO granted to an employee described in Section
            3(b) hereof) of the fair market value of the Bank's Shares on the
            date of the grant. If the shares are traded in the over-the-counter
            market, such fair market value shall be deemed to be the mean
            between the asked and the bid prices on such day as reported by
            NASDAQ. If the stock is traded on an exchange, such fair market
            value shall be deemed to be the mean of the high and low prices at
            which it is quoted or traded on such day on the exchange on which it
            generally has the greatest trading volume. In all cases, any
            determination hereunder by the Committee as to the fair market value
            of the Shares for which Options are granted shall be made in good
            faith and shall be determinative for all purposes of this Plan.

            6. Adjustment for Dilution, Etc. In the event that there is (a) a
            subdivision or consolidation of the Bank's common stock or any other
            capital adjustment of the Bank's common stock, (b) the payment by
            the Bank of a stock dividend, or (c) any other increase or decrease
            in the outstanding common stock of the Bank effected without receipt
            of consideration by the Bank, then the number of Shares then Covered
            by each outstanding Option granted hereunder shall be adjusted
            proportionately with no adjustment in the total purchase price of
            the Shares then so covered by such Option, and the number of Shares
            reserved for the purpose of the Plan shall be adjusted by the same
            proportion. All such adjustments shall be made by the Committee,
            whose determination upon the same shall be final and binding upon
            the Optionees. No fractional Shares shall be issued and any
            fractional Shares resulting from the computations pursuant to this
            Section 6 shall be eliminated from the respective Option. No
            adjustment shall be made for cash dividends or the issuance to
            stockholders of rights to subscribe for additional Shares or other
            securities.

            7. Duration and Exercise of Options. (a) All Options issued under
            the Plan shall be for such period as the Committee shall determine,
            but for not more than ten years (five years, in the case of any
            employee described in Section 3(b) hereof) from the date of the
            grant thereof. The period of the Option, once it is granted, may be
            reduced only as outlined in Section 9 hereof; provided, however,
            that the Committee may, where the Bank is involved in a merger,
            consolidation, dissolution, or liquidation, accelerate the
            expiration date and the dates on which any part of the Option may be
            exercisable for all the Shares Covered thereby, but the
            effectiveness of such acceleration, and the exercise of the Option
            pursuant thereto in excess of the number of Shares for which it
            would have been exercisable in the absence of such acceleration,
            shall be conditioned upon the consummation of the merger,
            consolidation, dissolution, or liquidation. Except as provided in
            Section 9 or subsection (b) below, no Option may be exercised after
            termination of the Optionee's employment with the Bank, and in no
            event may an Option he exercised after the expiration of its term.

              (b) Except as otherwise modified by the Committee, or as otherwise
              expressly provided for herein, each Option granted under this Plan
              shall become exercisable only after five years continued
              employment of the Optionee with the Bank or subsidiary corporation
              of the Bank immediately following the date the Option is granted.
              Notwithstanding the preceding sentence, in the event an employee's
              employment with the Bank shall terminate for any reason during
              such five-year period, such former employee may, within three
              months after termination of his employment, exercise his option
              with respect to the vested portion of the Shares subject to the
              Option, determined in accordance with and based on the whole
              number of years of the
                                        3
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optionee's continued employment with the Bank or subsidiary corporation of the
Bank from the date the Option is granted through the date of Optionee's
termination of employment, determined in accordance with the following schedule:

            Years of                                 Percentage of
       Continued Employment                          Shares Vested
       --------------------                          -------------

                1                                         20%
                2                                         40%
                3                                         60%
                4                                         80%
                5                                        100%

In the event an Optionee terminates employment within the five-year period
described above, all Shares not vested in accordance with the Schedule described
above shall be forfeited, and the Optionee shall have no right to exercise his
Option with respect to any such forfeited Shares. In each case, such imitations
shall be calculated, in the case of any resulting fraction, to the nearest low
whole number of Shares. Notwithstanding the foregoing, the Committee may, in its
sole discretion, (i) prescribe longer time periods and additional requirements
with respect to the exercise of an Option, (ii) different vesting schedules with
respect to any Option, and (iii) terminate in whole or in part such portion of
any Option as has not yet become exercisable at the time of termination if it
determines that the Optionee is not performing satisfactorily the duties to
which he was assigned on the date the Option was granted or duties of at least
equal responsibility. Except as provided herein or in Section 9 hereof, no
Option may be exercised unless the Optionee is at the time of such exercise in
the employ of the Bank or of a subsidiary corporation of the Bank, and shall
have been continuously so employed since the grant of his Option. Absence or
leave approved by the management of the Bank shall not be considered an
interruption of employment for any purpose under the Plan.

                  (c) Subject to limitations contained herein as to the time for
              exercise of an Option and the amount of Shares subject to such
              Option, and notwithstanding subsection (b) above, each Option
              shallbe exerclsable in whole or in part or in installments at such
              time or times and in such manner as the Committee may prescribe
              and specify in granting the Option to the Optionee, which manner
              may differ from the exercise periods otherwise prescribed in
              subsection (b) above. No Shares shall be delivered pursuant to any
              exercise of an Option until the requirements of such laws and
              regulations as may be deemed by the Committee to be applicable to
              them have been satisfied, and further until receipt by the Bank of
              the full option price in cash for the Shares for which an Option
              is exercised. In order to facilitate the accumulation of funds to
              enable employees to exercise their Options, each Optionee shall
              have the right, if he or she so elects, to direct the Bank or
              subsidiary corporation of the Bank to withhold from his or her
              compensation regular amounts to be applied toward the exercise of
              the Options, Funds credited to the Stock Option accounts will be
              under the control of the Bank until applied to the payment of the
              Option price at the direction of the employee or returned to the
              employee in the event the amount is not used for purchase of
              Shares under Option, and all funds received or held by the Bank
              under the Plan may be used for any corporate purpose, and no
              interest shall be payable to the participant on account of any
              amounts so held. Such amounts may be withdrawn by the employee at
              any time, in whole or in part, for any reason.

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          (d) No Optionee or his legal representative, legatees, or
distributees, as the case may be, will be, or will be deemed to be, a holder of
any Shares subject to an Option unless and until certificates for such Shares
are issued to him or them under the terms of the Plan. Except as otherwise
provided herein, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued.

     8. Assignability. Each Option granted under this Plan shall be
     transferrable only by Will or by the laws of descent and distribution and
     shall be exercisable, during an Optionee's lifetime, only by the Optionee
     to whom the option is granted. Except as permitted by the preceding
     sentence, no Option granted under the Plan or any of the rights and
     privileges thereby conferred shall be transferred, assigned, pledged, or
     hypothecated in any way (whether by operation of law or otherwise), and no
     such Option, right, or privilege shall be subject to execution, attachment,
     or similar process. Upon any attempt so to transfer, assign, pledge,
     hypothecate, or otherwise dispose of the Option or any right or privilege
     conferred thereby, contrary to the provisions hereof, or upon the levy of
     any attachment or similar process upon such Option, right, or privilege,
     the Option and such rights and privileges shall immediately become null and
     void.

     9.  Effect of Termination of Employment, Death, or Disability. (a)
     Notwithstanding anything in this Plan to the contrary, in the event an
     Optionee's employment shall be terminated by reason of the Optionee's
     retirement at his Retirement Date (defined hereinafter), the Optionee shall
     have the right to exercise such Option or Options held by him, to the
     extent that such Options have not previously expired or been exercised, at
     any time within three months after such retirement; upon such retirement,
     all Options held by such Optionee which have not been theretofore exercised
     by him or otherwise expired shall be immediately exercisable in full,
     notwithstanding Section 7(b) or (c) hereof.

         (b) In the event that an Optionee shall die while employed by the Bank,
         or shall die within three months after retirement on or after his
         Retirement Date, any Option or Options granted to him under this Plan
         which have not previously expired or been exercised shall be
         exercisable by the estate of the Optionee (or by any person who
         acquired such Option by bequest or inheritance from the Optionee) in
         full, notwithstanding Section 7(b) or (c) hereof, any time within one
         year after the death of the Optionee. References herein to the Optionee
         shall be deemed to include any person entitled to exercise the Option
         after the death of the Optionee under the terms of this Section 9(b).

         (c) In the event of an Optionee's termination of employment by reason
         of the Optionee's disability, the Optinnee shall have the right,
         notwithstanding Section 7(b)or (c) hereof, to exercise all Options held
         by him to the extent that such Options have not previously expired or
         been exercised, at any time within one year after such termination;
         upon such disability, all Options held by such Optionee which have not
         been theretofore exercised by him or otherwise expired shall be
         immediately exercisable in full, notwithstanding Section 7(b) or (c)
         hereof. The term "disability" shall, for the purposes of this Plan; be
         defined in the same manner as such term is defined in Section 105(d)(4)
         of the Code.

         (d) For the purposes of this Plan, "Retirement Date" shall mean, any
         date an employee is otherwise entitled to retire under any of the
         Bank's retirement plans, or if no such retirement plans exist, then the
         date on which the Optionee attains age 65.

    10. Listinq and Reqistration of Shares. Each Option shall be subject to the
    requirement that if at any time the Committee shall determine, in its
    discretion, that the listing, registration, or qualification of the Shares

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    covered thereby upon any securities exchange or any state or federal law, or
    the consent or approval of any governmental regulatory body, is necessary or
    desirable as a condition of, or in connection with, the granting of such
    Option or the issue or purchase of Shares thereunder, such Option may not be
    exercised in whole or in part unless and until such listing, registration,
    qualification, consent, or approval shall have been effected or obtained
    free of any conditions not acceptable to the Committee. The Bank shall not
    be required to issue or deliver any certificate for Shares of its stock
    purchased upon the exercise of any part of an Option before (i) the
    admission of such Shares to listing on any stock exchange in which the stock
    of the Bank may then be listed, (ii) completion of any registration or other
    qualification of such Shares under any state or federal law or ruling or
    regulation of any governmental regulatory body that the Bank shall, in its
    sole discretion, determine is necessary or advisable, and (iii) the
    Committee shall have been advised by counsel that all applicable legal
    requirements have been complied with and satisfied.

11. Expiration and Termination of the Plan. Options may be granted under the
Plan at any time or from time to time so long as the total number of Shares at
any one time optioned and/or purchased under this Plan does not exceed Shares.
The Plan may be abandoned or terminated at any time by the Board except with
respect to any Options then outstanding under the Plan. No Option shall be
granted pursuant to the Plan after ten years from effective date of the Plan.

12. Amendment of Plan. The Board may at any time and from time to time modify
and amend the Plan (including the form of any option agreement to be executed
pursuant hereto) in any respects; provided, however that no such amendment
shall: (a) increase (except in accordance with Section 6 hereof) the maximum
number of Shares for Which Options may be granted under the Plan either in the
aggregate or to any individual; (b) reduce (except in accordance with Section 6
hereof) the minimum option prices which may be established under the Plan; (c)
extend the period of periods during which Options may be granted or exercised;
(d) change the provisions relating to the determination of individuals to whom
Options shall be granted and the number of Shares to be covered by such Options;
or (e) change the provisions relating to adjustments to be made upon changes in
capitalization. The termination or any modification or amendment of the Plan
shall not, without the consent of the Optionee, affect such Optionee's rights
under an option theretofore granted to him.

       13.Applicability of Plan to Outstanding Stock Options. This Plan shall
not affect the terms and conditions of any non-qualified stock options
heretofore granted to any individual by the Bank under any other plan or
agreement relating to non-qualified stock options, nor shall it affect any of
the rights of any individual to whom such a non-qualified stock option was
granted.

       14.Effective Date of Plan. This Plan shall become effective upon adoption
by the Board, subject to approval by the shareholders of the Bank. This Plan
shall not become effective unless such shareholder approval shall be obtained
within twelve months before or after the adoption of the Plan by the Board.