TRIANGLE BANCORP, INC.

1998 OMNIBUS STOCK PLAN


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TRIANGLE BANCORP, INC.

1998 OMNIBUS STOCK PLAN

                                    ARTICLE I
                         NAME. PURPOSE. AND DEFINITIONS

         Section 1.1. Name. The Plan shall be known as the "Triangle Bancorp,
Inc. 1998 Omibus Stock Plan" (the "Plan").

         Section 1.2. Purpose. The ptapose of the Plan is to benefit the
Company, Subsidiaries, and their shareholders by encouraging and enabling key
Employees and such other persons as are eligible to participate heroin to
acquire a financial interest in the Company. The Plan is intended to aid the
Company and Subsidiaries in attracting and retaining directors, local directors,
officers and key employees and in attracting and retaining persons in key
relationships with the Company and Subsidiaries, to stimulate the eftoffs of
those individuals, and to strengthen their desire to remain in the office or in
the employ of, or in a beneficial relationship with, the Company and
Subsidiaries.

         Section 1.3. Definitions. Whenever used in the Plan, unless the context
clearly indicates otherwise, the following terms shall have the following
meanings:

(a)      "Award" or "Awards" means an award granted pursuant to Article III.

         (b) "Award Document" means a document described in Article IV hereof
setting forth the terms, conditions, and limitations applicable to the Award
granted to the Participant.

         (c) "Beneficiary," with respect to a Participant, means (i) one or more
persons as the Participant may designate as primary or contingent beneficiary in
a writing delivered to the Company or Committee or, (ii) if there is no such
valid designation in effect at the Participant's death, either (A) the
Participant's spouse or (B) if the Participant is not married at the date of the
Participant's death, the Participant's estate. This definition shall not,
however, supersede or adversely affect any definition or designation of
beneficiary which may be included in any Award.

         (d) "Board" means the Board of Directors of the Company as it may be
comprised from time to time.

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute, and applicable regulations.

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         (f) "Committee" means the committee appointed by the Board from among
its members and shall be comprised of not less than two (2) persons. Unless and
until otherwise appointed, the Committee shall be the Compensation Committee of
the Board or any successor committee with substantially the same
responsibilities if the members of that committee satisfy the requirements of
the following sentence. A member of the Committee must not be an Employee and
must otherwise satesly Rule 16b-3 w~th respect to grants to executive officers
and directors. If at any time there shall be no Compensation Committee of the
Board or any successor committee with substantially the same responsibilities
whose members satisfy the requirements of the foregoing sentence or if the Board
shall not have otherwise appointed a committee to administer the Plan, the Board
shall have the responsibilities assigned to the Committee herein and references
to the Committee herein shall refer to the Board. In addition, the Board shall
have the right to exercise, in whole or in part, authority of the Committee
hereunder with respect to certain persons or classes of persons as Participants,
in which case as to those persons and as to such authority taken or retained by
the Board, references to the Committee herein shall refer to the Board.

         (g) "Company" means Triangle Bancorp, Inc., a North Carolina
corporation, and any successor corporation.

(h)      "Director" means any individual who is a member of the Board.

         (i) "Disability" shall mean the inability, in the opinion of the
Company's group health insurance carrier (or claims processor, if applicable),
of a Participant, because of injury or sickness, to work at a reasonable
occupation which is available with the Participant's employer (the Company or a
Subsidiary) or at any gainful occupation for which the Participant is or may
become fitted.

         (j) "Employee" means any individual who is an employee of the Company
or any Subsidiary, whether or not he or she is a Director.

         (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute.

         (1) "Fair Market Value" in reference to the Stock of the Company means
as of a given date either:

         (i) The closing price of a share of Stock on the National Market System
or national securities exchange on which the Stock is then trading as of the day
immediately prior to such date, or if Stock was not traded on that day, then on
the next preceding trading day during which a sale occurred; or

         (ii) if the Stock is not traded on the National Market System or listed
on a national securities exchange, the mean between the bid and asked prices per
share last reported by the National Association of Securities Dealers, Inc., for
the over-the-counter market on the day immediately prior to such date, or in the

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absence of any bid and asked prices on that day, the mean of the bid and asked
prices per share of such Stock quoted on the next preceding day for which there
were such quotations; or

         (ii) if the Stock is not traded on the National Market System or listed
on a national securities exchange, and quotations for the Stock are not reported
by the National Association of Securities Dealers, Inc., the fair market value
determined by the Committee on the day immediately preceding such date on the
basis of avaliable prices for the Stock or in such manner as the Committee shall
agree.

The Committee shall determine the Fair Market Value of any security that is not
publicly traded, using such criteria as it shall determine, in its sole
discretion, to be appropriate for such valuation.

         (m) "Insider" means any person who is subject to Section 16.

         (n) "Participant" means an Employee, Director, or other person
designated by the Committee to be eligible for an Award pursuant to this Plan.

         (o) "Restricted Stock" means shares of Stock which have certain
restrictions attached to the ownership thereof, which may be issued under
Section 3.4.

         (p) "Retirement" means termination of employment with the Company or a
Subsidiary for any reason other than death or Disability on or after age 65.

         (q) "Rule 16b-3" means Rule 16b-3 as promulgated by the Securities and
Exchange Commission on May 31, 1996, effective August 15, 1996, as such
regulation or successor regulation shall be hereafter amended.

         (r) "Section 16" means Section 16 of the Exchange Act or any successor
regulation and the roles promulgated thereunder as they may be amended from time
to time.

         (s) "Spouse" means the person of the opposite sex to whom the
Participant is married, as determined by the law of the Participant's legal
domi. cile, on the date of the Participant's death.

         (t) "Stock" means shares of the no par value Common Stock of the
Company.

         (u) "Stock Appreciation Right" means a right, the value of which is
determined relative to the appreciation in value of shares of Stock, which may
be issued under Section 3.3.

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         (v) "Stock Option" means a right to purchase shares of Stock granted
pursuant to Section 3.2 and includes Incentive Stock Options and Non-Qualified
Stock Options as defined in Section 3.2(a).

         (w) "Subsidiary" means any corporation (other than the Company),
limited liability company, or other business organization in an unbroken chain
of entities beginning with the Company in which each of such entities other than
the last one in the unbroken chain owns stock, units or other interests
possessing 50 percent or more of the total combined voting power of all classes
of stock, units or other interests in one of the other entities in that chain.

         (x) "Substantial Shareholder" means an Employee who is, at the time of
the grant to the Employee of an Award, an "owner" (as defined in Section
422(b)(6) of the Code, modified as provided in Section 424 of the Code) of more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Subsidiary.

                                   ARTICLE II
                                   ELIGIBILITY

         Awards may be granted to any Employee who is or class of Employees who
are designated as Participants from time to time by the Committee and to such
other person, such as a non-Employee Director, local director, or consultant,
whose relationship with the Company or a Subsidiary is deemed by the Committee
to be sufficiently important to the Company or Subsidiary as to warrant receipt
by such person of an Award or such person that the Company or a Subsidiary or
the Committee wishes to secure as a key employee or director of the Company or a
Subsidiary for whom the grant of an Award will, in the Committee's judgment, act
as an inducement to such person to accept such position. The Committee shall
determine which Employees, Directors, or other eligible persons shall be
Participants, the types of Awards tO be made to Participants, and the terms,
conditions, and limitations applicable to the Awards.

                                   ARTICLE III
                                     AWARDS

         Section 3.1. (general. Awards may include, but are not limited to,
those described in this Article III, including its sections. The Committee may
grant Awards singly, in tandem, or in combination with other Awards, as the
Committee may in its sole discretion determine. Subject to the other provisions
of this Plan, Awards also may be granted in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under this Plan and any
other employee plan of the Company.

         Section 3.2. Stock Options. A Stock Option is a right to purchase a
specified number of shares of Stock at a specified price during such specified
time as the Committee shall determine, subject to the following:

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         (a) An option granted may be either of a type that complies with the
requirements of incentive stock options as defined in Section 422 of the Code
("Incentive Stock Option") or of a type that does not comply with such
requirements ("Non-Qualified Option").

         (b) The exercise price per share of any Incentive Stock Option shall be
no less than the Fair Market Value per share of the Stock subject to the option
on the date such Stock Option is granted, except that, if an Incentive Stock
Option is granted to a Substantial Shareholder, the exercise price per share
shall be no less than one hundred ten percent (110%) of the Fair Market Value
per share of Stock subject to the option on the date such Stock Option is
granted.

         (c) The exercise price per share of any Non-Qualified Option may be
less than lhe Fair Market Value per share of Stock subject to the option on the
date such Stock Option is granted.

         (d) No Incentive Stock Option shall be exercisable after the expiration
often (10) years from the date on which the Incentive Stock Option is granted,
except that, if an Incentive Stock Option is granted to a Substantial
Shareholder, such Stock Option shall not be exercisable after the expiration of
five (5) years from the date on which the Incentive Stock Option is granted.

         (e) A Stock Option may be exercised, in whole or in part, by giving
written notice of exercise to the Company specifying the nmber of shares of
Stock to be purchased and complying with such other terms and conditions as the
Committee may specify.

         (I') The exercise price of the Stock aubjcct to fire 8tuck Option may
be paid in cash or, at the discretion of the Committee, may also be paid by the
tender of shares of Stock already owned by the Participant, or through a
combination of cash and shares of Stock, or through such other means that the
Committee determines are consistent with the Plan's purpose and applicable law.
No fractional shares of Stock will be issued or accepted.

         (g) The exercise price of the Stock subject to the Stock Option may be
paid, at the discretion of the Committee, by delivery to the Company or its
designated agent of an irrevocable written notice of exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the shares as to which the Stock Option is to be exercised and to
deliver the sale or margin loan proceeds directly to the Company to pay the
exercise price.

         Section 3.3. ,Stock Appreciation Rights. A Stock Appreciation Right is
a right to receive, upon surrender of the right, but without payment of an
exercise price, an amount payable in cash and/or shares of Stock under such
terms and conditions as the Committee shall determine, subject to the following:

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         (a) A Stock Appreciation Right may be granted in tandem with all or
part of a Stock Option, in addition to a Stock Option, or completely independent
of a Stock Option or any other Award under this Plan. A Stock Appreciation Right
issued in tandem with a Stock Option may be granted at the time of grant of the
related Stock Option or at any time thereafter during the term of the Stock
Option.

         (b) The amount payable by the Company or Subsidiary in cash and/or
shares of Stock with respect to each fight shall be equal in value to a percent
of the amount by which the Fair Market Value per share of Stock on the exercise
date exceeds the base value per share established for the Stock Appreciation
Right. The applicable percent shall be established by the Committee. The amount
payable in shares of Stock, if any, is determined with reference to the Fair
Market Value on the date of exercise.

         (c) Stock Appreciation Rights issued in tandem with Stock Options shall
be exercisable only to the extent that the Stock Options to which they relate
are exercisable. Upon the exercise of the Stock Appreciation Right, the
Participant shall surrender to the Company the underlying Stock Option. Stock
Appreciation Rights issued in tandem with Stock Options shall automatically
terminate upon the exercise of such Stock Options.

         (d) A Stock Appreciation Right may be a "limited" Stock Appreciation
Right, such as, for example, a Stock Appreciation Right exercisable upon the
occurrence of a certain event or certain events.

         Section 3.4. Restricted Stock. Restricted Stock is shares of Stock that
are issued to a Participant or awarded to a Participant as "phantom stock" and
are subject to such terms, conditions, and restrictions as the Committee deems
appropriate, which may include, but are not limited to, restrictions upon the
sale, assignment, transfer, or other disposition of the Restricted Stock and the
requirement of forfeiture of thc Restricted Stock upon termination of employment
or membership on the Board under certain specified conditions. The Committee may
provide for the lapse of any such term or condition based on such factors or
criteria as the Committee may determine. If the shares subject to a Restricted
Stock Award are issued to a Participant, the Participant shall have, with
respect to the Restricted Stock, all of the fights ora shareholder of the
Company, including, but not limited to, the right to vote the Restricted Stock
and the fight to receive any cash or stock dividends on such Stock.

         Section 3.5 Performance Awards. Performance Awards may be granted under
this Plan from time to time based on such terms and conditions as the Committee
deems appropriate provided that such Awards shall not be inconsistent with the
terms and purposes of this Plan. Performance Awards are Awards which are
contingent upon the performance of all or a portion of the Company and/or
subsidiaries or which are contingent upon the individual performance of the
Participant. Performance Awards may be in the form of performance units,
performance shares, and such other forms of performance Awards which the
Committee shall determine. The Committee shall determine the performance
measurements and criteria for such performance Awards.

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         Section 3.6 Other Awards. The Committee may from time to time grant
other Stock and Stock-based Awards under the Plan, including, but not limited
to, those Awards pursuaJ~t to which shares of Stock are or may in the future be
acquired, Awards denominated in Stock units, securities convertible into shares
of Stock, and dividend equivalents. The Committee shall determine the terms and
conditions of such other Stock and Stock-based Awards provided that such Awards
shall not be inconsistent with the terms and purpose of this Plan.

                                   ARTICLE IV
                                 AWARD DOCUMENTS

         Section 4.1 General. Each Award under this Plan shall be evidenced by
an Award Document issued by the Company or the Committee setting forth the
number of shares of Stock or other security, Stock Appreciation Rights, or units
subject to the Award and such other terms and conditions applicable to the Award
as are determined by the Committee. When deemed required or desirable by the
Committee, the Award Document shall be signed by the Participant.

         Section 4.2 Required Terms. in any event, Award Documents shall
include, at a minimum, explicitly or by reference, the following terms:

         (a) Assignability. Provisions defining the conditions under which and
transferees to whom an Award may be assigned, pledged, or otherwise transferred.
In the absence of any such provision, an Award may not be assigned, pledged, or
otherwise transferred except by will or by the laws of descent and distribution
and, during the lifetime of a Participant, the Award may be exercised only by
such Participant or by the Participant's guardian or legal representative.

         (b) Termination of Employment. A provision describing the treatment of
an Award in the event of the Retirement, Disability, death, or other termination
of an Employee Participant's employment with the Company, including but not
limited to terms relating to the vesting, time for exercise, forfeiture, or
cancellation of an Award in such circumstances.

         (c) No Rights as a Shareholder. A provision that a Participant shall
have no rights as a shareholder with respect to any securities covered by an
Award until the date the Participant becomes the holder of record. Except as
provided in Article VII hereof, no adjustment shall be made for dividends or
other rights, unless the Award Document specifically requires such adjustment,
in which case grants of dividend equivalents or similar rights shall not be
considered to be a grant of any other shareholder right.

         (d) Withholding. A provision requiring the withholding of applicable
taxes required by law from all amounts paid in satisfaction of an Award. In the
case of an Award paid in cash, the withholding obligation shall be satisfied by
withholding the applicable amount and paying the net amount in cash to the
Participant. In the case of Awards paid in shares of Stock or other securities
of the Company, a Participant may satisfy the withholding obligation by paying
the amount of any taxes in cash or, with the

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approval of the Committee, shares of Stock or other securities may be deducted
from the payment to satisfy the obligation in full or in part as long as such
withholding of shares does not violate any applicable laws, rules or regulations
of federal, state, or local authorities. The number of shares to be deducted
shall be determined by reference to the Fair Market Value of such shares of
Stock on the applicable date (the "given" date of Section 1.3(1)).

Section 4.3 Optional Terms. Award Documents may include the following terms:

(a)      Replacement. Substitution, and Reloading. Any provisions:

         (i) permitting the surrender of outstanding Awards or securities held
by the Participant in order to exercise or realize rights under other Awards,
under similar or different terms (including the grant of reload options); or

         (ii) requiring holders of Awards to surrender ontstanding Awards as a
condition prccedent to the grant of new Awards under the Plan.

(b)      H ld~. In the case of an Award to an Insider:

         (i) of an equity security, a provision stating (or the effect of which
is to require) that such security must be held for at least six months (or such
longer period as the Committee in its discretion specifies) from the date of
acquisition;

         (ii) of a derivative security with a fixed exercise price within the
meaning of Section 16, a provision stating (or the effect of which is to
require) that at least six months (or such longer period as the Committee in its
discretion specifies) must elapse from the date of acquisition of the derivative
security to the date of disposition of the derivative security (other than upon
exercise or conversion) or its underlying equity security; or

         (iii) of a derivative security without a fixed exercise price within
the meaning of Section 16, a provision stating (or the effect of which is to
require) that at least six months (or such longer period as the Committee in its
discretion specifies) must elapse from the date upon which such price is fixed
to the date of disposition of the derivative security (other than by exercise or
conversion) or its underlying equity security.

         (c) Other Term--~. Such other terms as are necessary and appropriate to
effect an Award to the Participant including, but not limited to, the term of
the Award, vesting provisions, deferrals, any requirements for continued
employment with the Company or a Subsidiary, any other restrictions or
conditions (including performance requirements) on the Award and the method by
which restrictions or conditions lapse, the effect on the Award of a Change of
Control as defined in Section 8.2, or the price, amount, or value of Awards.

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                                    ARTICLE V
                       SHARES OF STOCK SUBJECT TO THE PLAN

         Section 5.1 General. Subject to the adjustment provisions of Article
VII hereof, the number of shares of Stock for which Awards may be granted under
the Plan shall not exceed One Million (1,000,000) shares.

         Section 5.2 Additional Share~. Any unexercised or undistributed portion
of the terminated, expired, exchanged, or forfeited Award or Awards settled in
cash in lieu of shares of Stock shall be available for further Awards in
addition to those available under Section 5.1.

         Section 5.3 Computation Rules. For the purpose of computing the total
number of shares of Stock granted under the Plan, the following rules shall
apply to Awards payable in shares of Stock or other securities, where
appropriate:

         (a) Except as provided in subsection (e) of this Section, each Stock
Option shall be deemed to be the equivalent of the maximum number of shares that
may be issued upon exercise of the particular Stock Option;

         (b) except as provided in subsection (e) of this Section, each other
Stock-based Award payable in some other security shall be deemed to be equal to
the number of shares to which it relates;

         (c) except as provided in subsection (e) of this Section, where the
number of shares available under the Award is variable on the date it is
granted, the number of shares shall be deemed to be the maximum nmber of shares
that could be received under that particular Award;

         (d) where one or more types of Awards (both of which are payable in
shares of Stock or another security) are granted in tandem with each other, such
that the exercise of one type of Award with respect to a number of shares
cancels an equal number of shares of the other, the number of shares under each
type of Award shall be deemed to be equivalent to the number of shares under the
other type of Award; and

         (e) each share awarded or deemed to be awarded under the preceding
aub~cctions shall be treated as share(s) of Stock, even if the Award is for a
security other than Stock.

Additional rules for determining the number of shares of Stock granted under the
Plan may be made by the Committee, as it deems necessary or appropriate.

         Section 5.4 Shares to be Used. The shares of Stock which may be issued
pursuant to an Award under the Plan may be authorized but unissued Stock or
Stock that is or has been acquired by the Company.

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                                   ARTICLE VI
                                 ADMINISTRATION

         Section 6.1 General. The Plan and all Awards pursuant thereto shall be
administered by the Committee so as to permit the Plan and any Award to comply
with Rule 16b-3. A majority of the members of the Committee shall constitute a
quorum. The vote ora majority of a quorum shall constitutc action by the
Committee.

         Section 6.2 Duties. The Committee shall have the duty to administer the
Plan, and to determine periodically the Participants in the Plan and the nature,
amount, pricing, timing, and other terms of Awards to be made to such
individuals.

         Section 6.3 Powers. The Committee shall have all powers necessary to
enable it to carry out its duties under the Plan properly, including, but not
limited to, the power to interpret and administer the Plan. All questions of
interpretation with respect to the Plan, the number of shares of Stock or other
security, Stock Appreciation Rights, or units granted, the terms of any Award
Documents, and other matters arising hereunder shall be determined by the
Committee, and its determination shall be final and conclusive upon all parties
in interest. In the event of any conflict between an Award Document and the
Plan, the terms of the Plan shall govern. In addition, the Committee may
delegate to the officers or employees of the Company the authority to execute
and deliver such instruments and documents, to do all such acts and things, and
to take all such other steps deemed necessary, advisable or convenient for the
effective administration of the Plan in accordance with its terms and purpose,
except that the Committee may not delegate any discretionary authority with
respect to substantive decisions or functions regarding the Plan or Awards
thereunder as those relate to Insiders including, but not limited to, decisions
regarding the timing, eligibility, pricing, amount or other material term of
such Awards. The Committee may, in its discretion mid consistent with the terms
of the Plan, the requirements of Section 16 and Rule 16b-3 with respect to
Insiders, the requirements of other applicable law, and the terms of an Award
Document, amend, modify, or waive the provisions of an Award Document or grant a
new Award with respect to or in replacement of an existing Award; provided,
however, that no such amendment, modification, or waiver shall, without the
Participant's consent, alter or impair any rights or obligations under an Award
Document unless that is specifically permitted by the Award Document.

         Section 6.4 Intent to Avoid Insider Trading It is the intent of the
Company that the Plan and Awards hereunder satisfy and be interpreted in a
manner, that, in the case of Participants who are or may be Insiders, satisfies
the applicable requirements of Rule 16b-3, so that such persons will be entitled
to the benefits of Rule 16b-3 or other exemptive rules under Section 16 and will
not be subjected to avoidable liability thereunder. If any provision of the Plan
or of any Award would otherwise frustrate or conflict with the intent expressed
in this Section 6.4, that provision to the extent possible shall be interpreted
and deemed amended so as to avoid such conflict. To the extent of any remaining
irreconcilable conflict with such intent, the provision shall be deemed void as
applicable to Insiders.

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                                   ARTICLE VII
                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event of a reorganization, recapitalization, Stock split, Stock
dividend, exchange of Stock, combination of Stock, merger, consolidation or any
other change in corporate structure of the Company affecting the Stock, or in
the event of a sale by the Company of all or a significant part of its assets,
or any distribution to its shareholders other than a normal cash dividend, the
Committee shall make appropriate adjustment in the number, kind, price and value
of shares of Stock authorized by this Plan and any adjustments to outstanding
Awards as it determines appropriate so as to prevent dilution or enlargement of
rights, unless the Award or Award Document provides otherwise.

                                  ARTICLE VIII
                               CHANGES OF CONTROL

         Section 8.1 General. In the event ora Change of Control of the Company,
in addition to any action or consequences required or authorized by the terms of
an Award Document, a Participant's interest in any outstanding Award shall
become fully vested and exercisable. In addition, the Committee may, in its
discretion, recommend that the Board of Directors take any of the following
actions, as a result of, or in anticipation of, any such event to assure fair
and equitable treatment of Plan Participants:

         (a) offer to purchase any outstanding Award made pursuant to this Plan
from the holder for its equivalent cash value, as determined by the Committee,
as of the date of the Change of Control; or

         (b) make adjustments or modifications to outstanding Awards as the
Committee deems appropriate to maintain and protect the rights and interests of
Plan Participants following such Change of Control.

Any such action approved by the Board of Directors shall be conclusive and
binding on the Company, a Subsidiary, and all Participants.

         Section 8.2 Change of Control. For the purposes of this Section, a
"Change of Control" shall mean the earliest date on which one of the following
events shall occur:

         (a) Any Person (as defined hereafter) or Persons as a group
beneficially'own mom than 20% of the combined voting power of all classes of the
Company's outstanding capital stock or acquire control in any manner of the
election of a majority of the directors of the Company;

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         (b) The Company consolidates or merges with or into another
corporation, association, or entity, or is otherwise reorganized, where the
Company is not the surviving corporation in such transaction and the holders of
the voting securities of the Company immediately prior to such acquisition own
less than a majority of the voting securities of the surviving entity
immediately after the transaction;

         (c) The Company shall sell substantially all of its assets to another
entity which is not a wholly-owned Subsidiary; or

         (d) There is, during any period of two (2) consecutive years, a change
in the majority of the Board unless the election of each new Director was
approved by at least two-thirds of the directors then still in office who are
Directors at the beginning of such two (2) year period.

         Section 8.3 Definition of"Person" Applicable to Change of Control.
"Person" means any individual, firm, corporation, partnership, limited liability
company, trust, or other entity; provided, however, that "Person" does not
include:

(a)    the Company or any Subsidiary; or

         (b) any employee benefit plan of the Company or any Subsidiary or any
entity appointed or established by the Company or Subsidiary as a fiduciary for
or pursuant to the terms of any such employee benefit plan.

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

         Section 9.1 Amendment of Plan. The Company expressly reserves the
fight, at any time and from time to time, to amend in whole or in part any of
the terms and provisions of the Plan and any or all Award Documents under the
Plan to the extent permitted by law for whatever reason(s) the Company may deem
appropriate; provided, however, no amendment may be effective, without the
approval of the shareholders of the Company, if approval of such amendment is
required in order that transactions in Company securities under the Plan be
exempt from the operation of Section 16(b) of the Securities Exchange Act of
1934 or if such amendment, with respect to the issuance of Incentive Stock
Options, either:

         (a) materially increases the number of shares of Stock which may be
issued under the Plan, except as provided for in Article VII; or

         (b) materially modifies the requirements as to eligibility for
participation in the Plan (unless designed to comport with the Code, the
Employee Retirement Security Act of 1974, or other laws).

         Section 9.2 Termination of Plan. Except as may otherwise be provided in
any Award Document, the Company expressly reserves the right, at any time, to
suspend or terminate the

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Plan and any or all Award Documents under the Plan to the extent permitted by
law for whatever reason(s) the Company may deem appropriate, including, but not
limited to, suspension or termination as to the Company, any participating
Subsidiary, any Participant, or any class of Participants.

         Section 9.3. Procedure for Amendment or Termination. Any amendment to
the Plan or termination of the Plan shall be made by the Company by resolution
of the Board and shall not require the approval or consent of any Subsidiary,
Participant, or Beneficiary in order to be effective, to the extent permitted by
law. Any amendment to the Plan or termination of the Plan may be retroactive to
the extent not prohibited by applicable law.

                                  ARTICLE X MI~

         Section 10.1 Rights of Employee. Status as an eligible Employee shall
not be construed as a commitment that any Award will be made under the Plan to
such eligible Employee or to eligible Employees generally. Nothing contained in
the Plan (or in any other documents related to this Plan or m any Award) shall
confer upon any Employee or Participant any right to continue in the employ or
other service of or relationship with the Company or constitute any contract or
limit in any way the right of the Company to change such person's compensation
or other benefits or to terminate the employment or relationship of such person
with or without cause.

         Section 10.2 North Carolina Law. No certificate for Stock distributable
pursuant to this Plan shall be issued and delivered unless the issuance of such
certificate complies with all applicable legal requirements including, without
limitation, compliance with the provisions of applicable state securities laws,
the Securities Act of 1933, as amended from time to time or any successor
statute, the Exchange Act and the requirements of the market systems or
exchanges on which the Stock may, at the time, be traded or listed.

         Section 10.3 Deferral Programs. The Board of Directors may, at its
discretion, adopt a program or programs of deferred receipt whereby a
Participant or Participants may defer receipt of Stock or cash otherwise
issuable or payable to the Participant pursuant to an Award, which program(s)
shall contain such rules concerning eligibility to participate, timing of
elections to defer, forms of distribution of the Stock or cash and the tike as
the Board of Directors shall determine.

         Section 10.4 Unfunded Status. The Plan shall be unfunded. Neither the
Company nor the Board of Directors shalI be required to segregate any assets
that may at any time be represented by Awards made pursuant to the Plan. Neither
the Company, the Committee~ nor the Board of Directors shall be deemed to be a
trustee of any amounts to be paid under the Plan,

         Section 10.5 Limits on~. Any liability of the Company to any
Participant with respect to an Award shall be based solely upon contractual
obligations created by the Plan or the Award Document. Neither the Company nor
any member of the Board of Directors or the

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<PAGE>
Committee, nor any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have any liability to any party for any action taken or not
taken, in good faith under the Plan and that do not constitute willful
misconduct. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each member of the Board of Directors and the
Committee from and against any and all liability, claims, demands, costs, and
expenses (including, but not limited to, the costs and expenses of attorneys
incurred in connection with the investigation or defense of claims) in any
manner connected with or arising om of any actions or inactions in connection
with the administration of the Plan except for such actions or inactions which
are not in good faith or which constitute willful misconduct.

         Section 10.5 Section References. All references in this Plan to
sections or articles shall refer to sections and articles of this Plan unless
specifically noted otherwise.

                                   ARTICLE XI

         This Plan shall become effective on the date of its adoption by the
Board; provided however, the effectiveness of this Plan is subject to its
approval and ratification by the shareholders of the Company within one year
from the date of adoption hereof by the Board. The Committee shall have
authority to grant Awards hereunder until one day before the ten year
anniversary of the date of adoption of the Plan by the Board, subject to the
ability of the Company to terminate the Plan as provided in Article IX.

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