EXHIBIT 10.46

As assumed by Triangle Bancorp, Inc.
STANDARD BANK AND TRUST COMPANY

1988 NON-QUALIFIED STOCK OPTION PLAN AS AMENDED IN 1994

       Standard Bank and Trust Company, a banking corporation organized and
       existing under the laws of the State of North Carolina (herein referred
       to as the "Bank"), hereby adopts the following Non-Qualified Stock Option
       Plan (the "Plan") for its Corporate Directors.

       1. Purpose. This Plan is intended to advance the interests of the Bank by
       allowing directors 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
       non-statutory, non-qualified stock options. 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.
       Subject to the provisions of the Plan, the Committee shall have full
       authority, in its discretion, to (a) determine the individuals (from the
       class of individuals 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 not be 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 shall 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 only to members of the Board
       of Directors of the Bank. In determining the eligibility of a director to
       receive an Option as well as in determining the number of shares to be
       optioned to any director, 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 director

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       receiving an Option pursuant to this Plan shall sometimes be referred to
       hereinafter as an "Optionee."

            (b) Members of the Committee shall be entitled to receive Options
            under the Plan to the same extent as other members of the board.
            However, any grant of an Option to a member of the Committee must be
            approved by a disinterested majority of the remaining members of the
            Committee; such member must be excused from any consideration of a
            grant of such Option and shall not participate in any manner in such
            decision.

       4. Shares of Stock Subject to the Plan. There may 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) Sixty-Six Thousand
       Four Hundred Sixty-Five Shares (66,465) of the $5.00 par value common
       stock (the "Shares") of the Bank, which, as the Committee shall from time
       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. The total number of Shares allocated to the Plan shall not exceed
       ten percent (10%) of the total number of Shares which are issued and
       outstanding, less the shares originally allocated to the Plan. 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% 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 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 Board shall determine, but for not
       more than six years 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

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       effectiveness of such acceleration, and the exercise of the Option
       pursuant thereto in excessof 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. In no event may an Option be exercised after
       the expiration of its term.

            (b) Except as otherwise modified by the Committee or as otherwise
            expressly provided herein, each Option granted under this Plan shall
            become exercisable only after five years continued service by the
            Optionee with the Bank in a capacity described in Section 3(a)
            hereof from the date the Option is granted, and such Option shall
            thereupon be exercisable in full, or as to any part thereof, in
            accordance with the terms of this Plan. In the event an Optionee
            ceases to perform services for the Bank in any capacity indicated in
            Section 3(a) hereof during such five-year period, then in such event
            the Optionee shall be entitled to exercise the Option only as 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
            Optionee's continued service with the Bank in said capacity from the
            date the Option is granted through the date of termination of such
            services, determined in accordance with the following schedule.

                  Years of                              Percentage of
            Continued Employement                       Shares Vested
            ---------------------                       -------------

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


Any Shares not vested in accordance with the chart described hereinabove shall
be forfeited upon the termination of Optionee's services for the Bank in one of
the capacities indicated in Section 3(a) hereof, and the Optionee shall have no
right to exercise any Options with respect thereto. In each such case, such
limitations shall be calculated, in the case of any resulting fraction, to the
nearest low whole number of Shares.

            (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 shall
            be exercisable 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.

            (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.

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       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 Death or Disability. (a) Notwithstanding anything in this
       Plan to the contrary, in the event an Optionee's services with the Bank
       in a capacity described in Section 3(a) hereof shall be terminated by
       reason of the Optionee's death or disability, all Options held by such
       Optionee which have not been theretofore exercised or otherwise expired
       shall be immediately exercisable in full, notwithstanding subsections
       7(b) or (c) hereof.

            (b) Upon the death or disability of an Optionee, 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). 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.

       10. Listing and Registration 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 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 Committee 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 Limitations 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 ten percent (10%) of the total Shares of the
       Bank which are issued and outstanding in the aggregate. No director shall
       be allowed to received Options to purchase Shares which exceeds forty
       percent (40%) of the total number of shares allocated to the Plan. The
       Plan may be abandoned or terminated at any time by the Board except with
       respect to any Options then outstanding under the Plan.

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       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 or 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 Outstandinq Stock Options. This Plan shall
       not affect the terms and conditions of any non-qualified stock options
       heretofore 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, except to the extent in either event that the
       individual Optionee consents to the application of this Plan to his or
       her options, in which case such options shall be considered Options
       granted under this Plan.

       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.

       Non-Qualified Stock option Plan, as amended, approved by shareholders of
       the Bank, to be effective May 17, 1994.

STANDARD BANK & TRUST COMFANY

(Corporate Seal)
----------------

Charles W. Carpenter President

Lou O. Clifton
Assistant Secretary