WESTSTAR FINANCIAL SERVICES CORPORATION
                       2001 NONSTATUTORY STOCK OPTION PLAN


     Weststar Financial Services Corporation, a North Carolina corporation
(hereinafter referred to as the "Company"), does herein set forth the terms of
the Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
(hereinafter referred to as this "Plan"), which was adopted by the Board of
Directors (hereinafter referred to as the "Board") of the Company subject to
shareholder approval as provided in paragraph 20 hereof.

     1. Purpose of this Plan. The purpose of this Plan is to provide for the
grant of Nonstatutory Stock Options (hereinafter referred to as "Options" or
singularly, "Option") to Eligible Directors (as hereinafter defined) of the
Company who wish to invest in the Company's common stock (hereinafter referred
to as "Common Stock"). The Board believes that participation in the ownership of
the Company by the Eligible Directors will be to the mutual benefit of the
Company and the Eligible Directors. In addition, the existence of this Plan will
make it possible for the Company to attract capable individuals to serve on the
Board. As used herein, the term "Eligible Directors" or singularly, "Eligible
Director," shall mean those members of the Board who are not employed by the
Company and are ineligible to participate in the Weststar Financial Services
Corporation 2001 Incentive Stock Option Plan.

     2. Administration of this Plan

     (a) This Plan shall be administered by the Board. The Board shall have full
power and authority to construe, interpret and administer this Plan. All
actions, decisions, determinations, or interpretations of the Board shall be
final, conclusive, and binding upon all parties.

     (b) The Board may designate any officers or employees of the Company or of
any of its subsidiaries to assist in the administration of this Plan. The Board
may authorize such individuals to execute documents on its behalf and may
delegate to them such other ministerial and limited discretionary duties as the
Board may see fit.

     3. Shares of Common Stock Subject to this Plan. The maximum number of
shares of Common Stock that shall be offered under this Plan is SIXTY-THREE
THOUSAND (63,000) shares, subject to adjustment as provided in paragraph 13.
Shares subject to Options which expire or terminate prior to the issuance of the
shares of Common Stock shall lapse and the shares of Common Stock originally
subject to such Options shall again be available for future grants of Options
under this Plan.


                                       1
<PAGE>


     4. Eligibility; Grant of Options; Vesting.
     ------------------------------------------

     (a) Each Eligible Director serving on the Board at the time of adoption of
this Plan and who continues to serve on the Effective Date shall be eligible to
receive Options to purchase shares of Common Stock. Such Options shall vest and
become exercisable as set forth below. Any Options not granted hereby may be
reserved for future issuance by a majority vote of the entire Board.

                                                    Percentage of
Date When Such Options Become Vested             Such Options Vested
------------------------------------             -------------------
Date of Grant                                            46%
First Anniversary of Date of Grant                       27%
Second Anniversary of Date of Grant                      27%

     (b) In determining the number of shares of Common Stock under each Option
vested under the above vesting schedules, an Optionee shall not be entitled to
exercise an Option to purchase a fractional number of shares of the Common
Stock. If the product resulting from multiplying the vested percentage times the
Option results in a fractional number of shares of Common Stock, then an
Optionee's vested right shall be to the whole number of shares of Common Stock
disregarding any fractional shares of Common Stock.

     (c) In the event that an Optionee should leave the Board of the Corporation
for any reason, other than the Optionee's disability, death, retirement, or
following a "change in control" of the Corporation, the Optionee's Options under
this Plan shall be forfeited and shall be available again for grant to Eligible
Employees as may be determined by the Committee.

     (d) In the event that an Optionee should leave the Board of the Corporation
because of such Optionee's disability, death, or retirement, or following a
"change in control" of the Corporation prior to the date when all Options
allocated to the Optionee would be 100% vested in accordance with the schedule
in subparagraph 4(a) above, then, notwithstanding the foregoing schedule in
subparagraph 4(a) above, all Options allocated to such Optionee shall
immediately become fully vested and nonforfeitable. For purposes of this Plan,
the term disability shall be defined in the same manner as such term is defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. When used
in this Plan, the phrase "change in control" refers to (i) the acquisition by
any person, group of persons or entity of the beneficial ownership or power to
vote more than twenty-five (25%) percent of the Corporation's outstanding stock,
(ii) 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 were Directors at the
beginning of such two (2) year period, or (iii) a reorganization or merger of
the Corporation with one or more other entities in which the Corporation is not
the surviving entity, or the transfer of all or substantially all of the assets
or shares of the Corporation to another person or entity. Further,
notwithstanding anything else herein, a transaction or event shall not be
considered a change in control if, prior to the consummation or occurrence of
such transaction or event, the Optionee and the Corporation agree in writing
that the same shall not be treated as a change in control for purposes of this
Plan.



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<PAGE>

     5. Option Price

     (a) The price per share of each Option granted under this Plan (hereinafter
called the "Option Price") shall be determined by the Board as of the effective
date of grant of such Option, but in no event shall such Option Price be less
than 100% of the fair market value of Common Stock on the date of grant. An
Option shall be considered as granted on the later of (i) the date that the
Board acts to grant such Option, or (ii) such later date as the Board shall
specify in an Option Agreement (as hereinafter defined).

     (b) The fair market value of a share of Common Stock shall be determined as
follows: (i) if on the date as of which such determination is being made, Common
Stock being valued is admitted to trading on a securities exchange or exchanges
for which actual sale prices are regularly reported, or actual sale prices are
otherwise regularly published, the fair market value of a share of Common Stock
shall be deemed to be equal to the mean of the closing sale price as reported
for each of the five (5) trading days immediately preceding the date as of which
such determination is made; provided, however, that, if a closing sale price is
not reported for each of the five (5) trading days immediately preceding the
date as of which such determination is made, then the fair market value shall be
equal to the mean of the closing sale prices on those trading days for which
such price is available, or (ii) if on the date as of which such determination
is made, no such closing sale prices are reported, but quotations for Common
Stock being valued are regularly listed on the National Association of
Securities Dealers Automated Quotation System or another comparable system, the
fair market value of a share of Common Stock shall be deemed to be equal to the
mean of the average of the closing bid and asked prices for such Common Stock
quoted on such system on each of the five (5) trading days preceding the date as
of which such determination is made, but if a closing bid and asked price is not
available for each of the five (5) trading days, then the fair market value
shall be equal to the mean of the average of the closing bid and asked prices on
those trading days during the five-day period for which such prices are
available, or (iii) if no such quotations are available, the fair market value
of a share of Common Stock shall be deemed to be the average of the closing bid
and asked prices furnished by a professional securities dealer making a market
in such shares, as selected by the Board, for the trading date first preceding
the date as of which such determination is made. If the Board determines that
the price as determined above does not represent the fair market value of a
share of Common Stock, the Board may then consider such other factors as it
deems appropriate and then fix the fair market value for the purposes of this
Plan.

     6. Payment of Option Price. Payment for shares subject to an Option may be
made in cash or in shares of Common Stock of the Company.

     7. Terms and Conditions of Grant of Options. Each Option granted pursuant
to this Plan shall be evidenced by a written Nonstatutory Stock Option Agreement
(hereinafter referred to as "Option Agreement") with each Eligible Director
(hereinafter referred to as "Optionee") to whom an Option is granted; such
agreement shall be substantially in the form attached hereto as "Exhibit A,"
unless the Board shall adopt a different form and, in each case, may contain
such other, different, or additional terms and conditions as the Board may
determine.



                                       3
<PAGE>


     8. Option Period. Each Option Agreement shall set forth a period during
which such Option may be exercised (hereinafter referred to as the "Option
Period"); provided, however, that the Option Period shall not exceed ten (10)
years after the date of grant of such Option as specified in an Option
Agreement.

     9. Exercise of Options. An Option shall be exercised by written notice to
the Board signed by an Optionee or by such other person as may be entitled to
exercise such Option. In the case of the exercise of an Option, the aggregate
Option Price for the shares being purchased may be paid in cash or in shares of
the Common Stock of the Company and must be accompanied by a notice of exercise.
The written notice shall state the number of shares with respect to which an
Option is being exercised and shall either be accompanied by the payment of the
aggregate Option Price for such shares or shall fix a date (not more than ten
(10) business days after the date of such notice) by which the payment of the
aggregate Option Price will be made. An Optionee shall not exercise an Option to
purchase less than 100 shares, unless the Board otherwise approves or unless the
partial exercise is for the remaining shares available under such Option. A
certificate or certificates for the shares of Common Stock purchased by the
exercise of an Option shall be issued in the regular course of business
subsequent to the exercise of such Option and the payment therefor. During the
Option Period, no person entitled to exercise any Option granted under this Plan
shall have any of the rights or privileges of a shareholder with respect to any
shares of Common Stock issuable upon exercise of such Option, until certificates
representing such shares shall have been issued and delivered and the
individual's name entered as a shareholder of record on the books of the Company
for such shares.

     10. Effect of Leaving the Board; Retirement; Disability; Change in Control;
Death

     (a) In the event that an Optionee leaves the Board for any reason other
than retirement, disability, death, or a "change in control" of the Company, any
Option granted to the Optionee under this Plan, to the extent not previously
exercised by the Optionee or expired, shall immediately terminate. Such
termination shall also apply to any vested options.

     (b) In the event that an Optionee should leave the Board as a result of
such Optionee's retirement, such Optionee shall have the right to exercise an
Option granted under this Plan, to the extent that it has not previously been
exercised by the Optionee or expired, for such period of time as may be
determined by the Board and specified in an Option Agreement, but in no event
may any Option be exercised later than the end of the Option Period provided in
the Option Agreement in accordance with paragraph 8 hereof. For purposes of this
Plan, the term "retirement" shall mean termination of an Eligible Director's
membership on the Board (i) at any time after attaining age 65 with the approval
of the Board; or (ii) at the election of the Eligible Director, at any time
after not less than five (5) years service as a member of the Board, such
service shall be computed cumulatively for purposes of this clause (ii).


                                       4
<PAGE>


     (c) In the event that an Optionee should leave the Board by reason of such
Optionee's disability, such Optionee shall have the right to exercise an Option
granted under this Plan, to the extent that it has not previously been exercised
or expired, for such period of time as may be determined by the Board and
specified in an Option Agreement, but in no event may any Option be exercised
later than the end of the Option Period provided in the Option Agreement in
accordance with paragraph 8 hereof. For purposes of this Plan, the term
"disability" shall be defined as may be determined by the Board, from time to
time, or as determined at any time with respect to any individual Optionee.

     (d) In the event that an Optionee should die while serving on the Board or
after leaving by reason of disability during the Option Period provided in an
Option Agreement in accordance with paragraph 8 hereof, an Option granted under
this Plan, to the extent that it has not previously been exercised or expired,
shall be exercisable, in accordance with its terms, by the personal
representative of such Optionee, the executor or administrator of such
Optionee's estate, or by any person or persons who acquired such Option by
bequest or inheritance from such Optionee, notwithstanding any limitations
placed on the exercise of such Option by this Plan or an Option Agreement, at
any time within twelve (12) months after the date of death of such Optionee, but
in no event may an Option be exercised later than the end of the Option Period
provided in an Option Agreement in accordance with paragraph 8 hereof. Any
references herein to an Optionee shall be deemed to include any person entitled
to exercise an Option after the death of such Optionee under the terms of this
Plan.

     (e) In the event an Optionee shall leave the Board as a result of a "change
in control" of the Company, such Optionee shall have the right to exercise the
Option granted under this Plan, to the extent that it has not previously been
exercised by the Optionee or expired, for such period of time as may be
determined by the Board as specified in an Option Agreement, but in no event may
any Option be exercised later than the end of the Option Period provided in the
Option Agreement in accordance with paragraph 8 hereof.

     11. Effect of Plan on Status as Member of a Board. The fact that an
Eligible Director has been granted an Option under this Plan shall not confer on
such Eligible Director any right to continued service on the Board, nor shall it
limit the right of the Company to remove such Eligible Director from the Board
at any time.

     12. Adjustment Upon Changes in Capitalization; Dissolution or Liquidation

     (a) In the event of a change in the number of shares of Common Stock
outstanding by reason of a stock dividend, stock split, recapitalization,
reorganization, merger, exchange of shares, or other similar capital adjustment
prior to the termination of an Optionee's rights under this Plan, equitable
proportionate adjustments shall be made by the Board in (i) the number and kind
of shares which remain available under this Plan, and (ii) the number, kind, and
the Option Price of shares subject to the unexercised portion of an Option under
this Plan. The adjustments to be made shall be determined by the Board and shall
be consistent with such change or changes in the Company's total number of
outstanding shares; provided, however, that no adjustment shall change the
aggregate Option Price for the exercise of Options granted under this Plan.


                                       5
<PAGE>


     (b) The grant of Options under this Plan shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any
adjustment, recapitalization, reorganization, or other change in the Company's
capital structure or its business, or any merger or share exchange of the
Company, or to issue bonds, debentures, preferred or other preference stock
ahead of or affecting Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Company's assets or business.

     (c) Except upon a "change in control", upon the effective date of the
dissolution or liquidation of the Company, this Plan and any Options granted
hereunder, shall terminate.

     13. Non-Transferability. An Option granted under this Plan shall not be
assignable or transferable except, in the event of the death of an Optionee, by
will or by the laws of descent and distribution. In the event of the death of an
Optionee, his personal representative, the executor or the administrator of such
Optionee's estate, or the person or persons who acquired by bequest or
inheritance the rights to exercise such Options, may exercise any Option or
portion thereof to the extent not previously exercisable or surrendered by an
Optionee or expired, in accordance with its terms, prior to the expiration of
the exercise period as specified in subparagraph 8 hereof.

     14. Tax Withholding. The Company or any of its subsidiaries shall have the
right to deduct or otherwise effect a withholding of any amount required by
federal or state laws to be withheld with respect to the grant, exercise or the
sale of stock acquired upon the exercise of an Option in order for the Company
or any of its subsidiaries to obtain a tax deduction otherwise available as a
consequence of such grant, exercise or sale, as the case may be.

     15. Listing and Registration of Option Shares. Any Option granted under
this Plan shall be subject to the requirement that if at any time the Board
shall determine, in its discretion, that the listing, registration, or
qualification of the shares covered thereby upon any securities exchange or
under 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 issuance 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 Board.

     16. Exculpation and Indemnification. In connection with this Plan, no
member of the Board shall be personally liable for any act or omission to act in
such person's capacity as a member of the Board, nor for any mistake in judgment
made in good faith, unless arising out of, or resulting from, such person's own
bad faith, gross negligence, willful misconduct, or criminal acts. To the extent
permitted by applicable law and regulation, the Company shall indemnify and hold
harmless the members of the Board, and each other officer or employee of the
Company or of any of its subsidiaries to whom any duty or power relating to the
administration or interpretation of this Plan may be assigned or delegated, from
and against any and all liabilities (including any amount paid in settlement of
a claim with the approval of the Board) and any costs or expenses (including
counsel fees) incurred by such persons arising out of or as a result of, any act
or omission to act in connection with the performance of such person's duties,
responsibilities, and obligations under this Plan, other than such liabilities,
costs, and expenses as may arise out of, or result from, the bad faith, gross
negligence, willful misconduct, or criminal acts of such persons.


                                       6
<PAGE>


     17. Amendment and Modification of this Plan. The Board may at any time, and
from time to time, amend or modify this Plan (including the form of Option
Agreement) in any respect consistent with applicable regulations; provided,
however, that no amendment or modification shall be made that increases the
total number of shares covered by this Plan or effects any change in the
category of persons who may receive Options under this Plan or materially
increases the benefits accruing to Optionees under this Plan unless such change
is approved by the holders of a majority of the outstanding shares of Common
Stock present or represented at a shareholders' meeting at which a quorum is
present. Any amendment or modification of this Plan shall not materially reduce
the benefits under any Option therefore granted to an Optionee under this Plan
without the consent of such Optionee or the transferee in the event of the death
of such Optionee.

     18. Termination and Expiration of this Plan. This Plan may be abandoned,
suspended, or terminated at any time by the Board; provided, however, that
abandonment, suspension, or termination of this Plan shall not affect any
Options then outstanding under this Plan. No Option shall be granted pursuant to
this Plan after ten (10) years from the effective date of this Plan as provided
in paragraph 19 hereof.

     19. Effective Date; Shareholder Approval. This Plan shall not be effective
until approved by the holders of a majority of the issued and outstanding shares
of Common Stock present or represented at an annual or special shareholders'
meeting (the "Effective Date").

     20. Captions and Headings; Gender and Number. Captions and paragraph
headings used herein are for convenience only, do not modify or affect the
meaning of any provision herein, are not a part hereof, and shall not serve as a
basis for interpretation or in construction of this Plan. As used herein, the
masculine gender shall include the feminine and neuter, the singular number, the
plural, and vice versa, whenever such meanings are appropriate.

     21. Expenses of Administration of Plan. All costs and expenses incurred in
the operation and administration of this Plan shall be borne by the Company or
by one of its subsidiaries.

     22. Governing Law. Without regard to the principles of conflicts of laws,
the laws of the State of North Carolina shall govern and control the validity,
interpretation, performance, and enforcement of this Plan.


                                       7
<PAGE>


     23. Inspection of Plan. A copy of this Plan, and any amendments thereto or
modifications thereof, shall be maintained by the Secretary of the Company and
shall be shown to any proper person making inquiry about it.


                                       8
<PAGE>


STATE OF NORTH CAROLINA                                                EXHIBIT A
COUNTY OF BUNCOMBE

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS NONSTATUTORY STOCK OPTION AGREEMENT (hereinafter referred to as this
"Agreement") is made and entered into as of this ____ day of _______, ____,
between WESTSTAR FINANCIAL SERVICES CORPORATION, a North Carolina Corporation
(hereinafter referred to as the "Company"), and
_________________________________, a resident of _______________ County, North
Carolina (hereinafter referred to as the "Optionee").

     WHEREAS, the Board of Directors of the Company (hereinafter referred to as
the "Board") has adopted Weststar Financial Services Corporation 2001
Nonstatutory Stock Option Plan (hereinafter referred to as the "Plan") subject
to approval by the Company's shareholders as provided in the Plan; and

     WHEREAS, the shareholders of the Company at the annual meeting duly called
and held on ________, 2001, approved the Plan (the "Effective Date"); and

     WHEREAS, the Plan provides that the Board will make available to the
Directors (as defined in the Plan) of the Company, the right to purchase shares
of the Company's common stock (hereinafter referred to as "Common Stock"); and

     WHEREAS, the Board has determined that the Optionee is entitled to purchase
shares of Common Stock under the Plan;

     NOW, THEREFORE, the Company and the Optionee agree as follows:

     1. Date of Grant of Option. The date of grant of the option granted under
this Agreement is the ______ day of _______, ____.

     2. Grant of Option. Pursuant to the Plan, the Company grants to the
Optionee the right (hereinafter referred to as the "Option") to purchase from
the Company all or a portion of an aggregate number of __________________
(______) shares of Common Stock (hereinafter referred to as the "Option Shares")
which shall be authorized but unissued shares.

     3. Option Price. The price to be paid for the Option Shares shall be
_______________ Dollars ($_____) per share (hereinafter referred to as the
"Option Price") which is the fair market value of the Option Shares as
determined by the Board as of the date of grant of this Option.

     4. Period within which Option may be Exercised. Subject to any further
restrictions in this Agreement, the Optionee shall have the right to exercise
the Option to purchase the Option Shares at any time after vesting as set forth
below; and the Optionee, in his or her discretion, may exercise all or any
portion of the Option, subject to vesting and paragraph 6 hereof. The Option
shall terminate as provided in paragraph 7 hereof.


                                       2
<PAGE>


                                                     Percentage of
Date When Such Options Become Vested              Such Options Vested
------------------------------------              -------------------

Date of Grant                                             46%
First Anniversary of Date of Grant                        27%
Second Anniversary of Date of Grant                       27%


     (a) In determining the number of shares of Common Stock under each Option
vested under the above vesting schedules, an Optionee shall not be entitled to
exercise an Option to purchase a fractional number of shares of the Common
Stock. If the product resulting from multiplying the vested percentage times the
Option results in a fractional number of shares of Common Stock, then an
Optionee's vested right shall be to the whole number of shares of Common Stock
disregarding any fractional shares of Common Stock.

     (b) In the event that an Optionee should leave the Board of the Corporation
for any reason, other than the Optionee's disability, death, retirement, or
following a "change in control" of the Corporation, the Optionee's Options under
this Plan shall be forfeited and shall be available again for grant to Eligible
Employees as may be determined by the Committee.

     (c) In the event that an Optionee should leave the Board of the Corporation
because of such Optionee's disability, death, or retirement, or following a
"change in control" of the Corporation prior to the date when all Options
allocated to the Optionee would be 100% vested in accordance with the schedule
in subparagraph 4(a) above, then, notwithstanding the foregoing schedule in
subparagraph 4(a) above, all Options allocated to such Optionee shall
immediately become fully vested and nonforfeitable. For purposes of this Plan,
the term disability shall be defined in the same manner as such term is defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. When used
in this Plan, the phrase "change in control" refers to (i) the acquisition by
any person, group of persons or entity of the beneficial ownership or power to
vote more than twenty-five (25%) percent of the Corporation's outstanding stock,
(ii) 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 were Directors at the
beginning of such two (2) year period, or (iii) a reorganization or merger of
the Corporation with one or more other entities in which the Corporation is not
the surviving entity, or the transfer of all or substantially all of the assets
or shares of the Corporation to another person or entity. Further,
notwithstanding anything else herein, a transaction or event shall not be
considered a change in control if, prior to the consummation or occurrence of
such transaction or event, the Optionee and the Corporation agree in writing
that the same shall not be treated as a change in control for purposes of this
Plan.


                                       2
<PAGE>

     5. Method of Exercise. The Option shall be exercised by written notice to
the Board signed by the Optionee or by such other person as may be entitled to
exercise the Option. In the exercise of the Option, the aggregate Option Price
for the shares being purchased may be paid in cash or in shares of the Common
Stock of the Company having a fair market value at the time of exercise equal to
the aggregate Option Price. Such exercise also must be accompanied by a notice
of exercise. The written notice shall state the number of shares with respect to
which the Option is being exercised and, shall either be accompanied by the
payment of the aggregate Option Price for such shares or shall fix a date (not
more than ten (10) business days after the date of such notice) by which the
payment of the aggregate Option Price will be made. The Optionee shall not
exercise the Option to purchase less than 100 shares, unless the Board otherwise
approves or unless the partial exercise is for the remaining shares available
under the Option. A certificate or certificates for the shares of Common Stock
purchased by the exercise of the Option shall be issued in the regular course of
business subsequent to the exercise of the Option and the payment therefor.
Neither the Optionee, nor any other person who may be entitled to exercise the
Option, shall have any of the rights or privileges of a shareholder with respect
to any shares of Common Stock issuable upon exercise of the Option, until
certificates representing such shares shall have been issued and delivered and
the individual's name entered as a shareholder of record on the books of the
Company for such shares.

     6. Termination of Option. The Option shall terminate on the earlier of:

     (a) Except as provided in subparagraphs (b), (c), (d) and (e) below, the
Option, to the extent that it has not been exercised or expired, shall terminate
on the earlier of (i) the date the Optionee leaves the Board for any reason
other than the Optionee's retirement, disability, death, or as a result of a
change in control of the Company or (ii) the date which is ten (10) years after
the date of grant of the Option as set forth in paragraph 1 hereof.

     (b) In the event the Optionee retires prior to the date which is ten (10)
years after the date of grant of the Option as set forth in paragraph 1 hereof,
the Optionee shall have the right to exercise all Options, to the extent not
exercised or expired, for the remainder of such ten (10) year period. For
purposes of the plan, the term "retirement" shall mean any termination of an
Optionee's membership on the Board (i) at any time after attaining age 65 with
the approval of the Board, or (ii) at the election of the Optionee, at any time
after not less than five years service as a member of the Board, computed on a
cumulative basis.

     (c) In the event the Optionee leaves the Board by reason of such Optionee's
disability prior to the date which is ten (10) years after the date of grant of
the Option as set forth in paragraph 1 hereof, the Optionee shall have the right
to exercise all Options, to the extent not exercised by him or expired, for the
remainder of such ten (10) year period. For purposes of the Plan, the term
"disability" shall be defined as may be determined by the Board, from time to
time, or as determined at any time with respect to any individual Optionee.

     (d) In the event the Optionee dies while serving on the Board or after his
or her retirement or after his or her leaving by reason of disability, and prior
to the date which is ten (10) years after the date of grant of the Option as set
forth in paragraph 1 hereof, all Options, to the extent not exercised by the
Optionee or expired, shall be exercisable, according to its terms, by the
personal representative, the executor or the administrator of the Optionee's
estate, or the person or persons who acquired the Option by bequest or
inheritance from the Optionee, at any time within twelve (12) months after the
date of death of the Optionee, but in no event may the Option be exercised later
than ten (10) years after the date of grant of the Option as set forth in
paragraph 1 hereof.

                                       3
<PAGE>

     (e) In the event the Optionee leaves the Board as a result of a change in
control of the Company, prior to the date which is ten (10) years after the date
of grant of Options as set forth in paragraph 1 hereof, the Optionee shall have
the right to exercise the Option, to the extent that it has not been exercised
by him or her or expired, for the remainder of such ten (10) year period.

     7. Effect of Agreement on Status of Optionee. The fact that the Optionee
has been granted the Option under the Plan shall not confer on the Optionee any
right to continued service on the Board, nor shall it limit the right of the
Company to remove the Optionee from the Board at any time.

     8. Listing and Registration of Option Shares. The Company's obligation to
issue shares of Common Stock upon exercise of the Option is expressly
conditioned upon the completion by the Company of any registration or other
qualification of such shares under any state or federal law or regulations or
rulings of any governmental regulatory body or the making of such investment
representations or other representations and agreements by the Optionee or any
person entitled to exercise the Option in order to comply with the requirements
of any exemption from any such registration or other qualification of the Option
Shares which the Board shall, in its discretion, deem necessary or advisable.
Notwithstanding the foregoing, the Company shall be under no obligation to
register or qualify the Option Shares under any state or federal law. The
required representations and agreements referenced above may include
representations and agreements that the Optionee, or any other person entitled
to exercise the Option, (i) is purchasing such shares on his or her own behalf
as an investment and not with a present intention of distribution or re-sale and
(ii) agrees to have placed upon any certificates representing the Option Shares
a legend setting forth any representations and agreements which have been given
to the Board or a reference thereto and stating that such shares may not be
transferred except in accordance with all applicable state and federal
securities laws and regulations, and further representing that, prior to making
any sale or other disposition of the Option Shares, the Optionee, or any other
person entitled to exercise the Option, will give the Company notice of the
intention to sell or dispose of such shares not less than five (5) days prior to
such sale or disposition.

     9. Adjustment Upon Changes in Capitalization; Dissolution or Liquidation

     (a) In the event of a change in the number of shares of Common Stock
outstanding by reason of a stock dividend, stock split, recapitalization,
reorganization, merger, exchange of shares, or other similar capital adjustment,
prior to the termination of the Optionee's rights under this Agreement,
equitable proportionate adjustments shall be made by the Board in the number,
kind, and the Option Price of shares subject to the unexercised portion of the
Option. The adjustments to be made shall be determined by the Board and shall be
consistent with such changes or changes in the Company's total number of
outstanding shares; provided, however, that no adjustment shall change the
aggregate Option Price for the exercise of the Option granted.


                                       4
<PAGE>



     (b) The grant of the Option under this Agreement shall not affect in any
way the right or power of the Company or its shareholders to make or authorize
any adjustment, recapitalization, reorganization, or other change in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or to issue bonds, debentures, preferred or other preference stock
ahead of or affecting Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Company's assets or business.

     (c) Except upon a change in control as set forth in paragraph 5 hereof,
upon the effective date of the dissolution or liquidation of the Company, the
Option granted under this Agreement shall terminate.

     10. Non-Transferability. The Option granted under this Agreement shall not
be assignable or transferable except, in the event of the death of the Optionee,
by will or by the laws of descent and distribution. In the event of the death of
the Optionee, the personal representative, the executor or the administrator of
the Optionee's estate, or the person or persons who acquired by bequest or
inheritance the right to exercise the Option may exercise the unexercised Option
or portion thereof, in accordance with the terms hereof, prior to the date which
is ten (10) years after the date of grant of the Option as set forth in
paragraph 1 hereof.

     11. Tax Withholding. The grant of the Option and Option Shares delivered
pursuant to this Agreement, and any amounts distributed with respect thereto,
may be subject to applicable federal, state and local withholding for taxes. The
Optionee expressly acknowledges and agrees to such withholding, where
applicable, without regard to whether the Option Shares may then be sold or
otherwise transferred by the Optionee.

     12. Notices. Any notices or other communications required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have
been sufficiently given if delivered personally or when deposited in the United
States mail as Certified Mail, return receipt requested, properly addressed and
postage prepaid, if to the Company, at its principal office at 79 Woodfin Place,
Asheville, North Carolina 28801-2426; and, if to the Optionee, at his or her
last address appearing on the books of the Company. The Company and the Optionee
may change their address or addresses by giving written notice of such change as
provided herein. Any notice or other communication hereunder shall be deemed to
have been given on the date actually delivered or as of the third (3rd) business
day following the date mailed, as the case may be.

     13. Construction Controlled by Plan. This Agreement shall be construed so
as to be consistent with the Plan; and the provisions of the Plan shall be
deemed to be controlling in the event that any provision hereof should appear to
be inconsistent therewith. The Optionee hereby acknowledges receipt of a copy of
the Plan from the Company.


                                       5
<PAGE>



     14. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be valid and enforceable under applicable
law, but if any provision of this Agreement is determined to be unenforceable,
invalid or illegal, the validity of any other provision or part thereof, shall
not be affected thereby and this Agreement shall continue to be binding on the
parties hereto as if such unenforceable, invalid or illegal provision or part
thereof had not been included herein.

     15. Modification of Agreement; Waiver. This Agreement may be modified,
amended, suspended or terminated, and any terms, representations or conditions
may be waived, but only by a written instrument signed by each of the parties
hereto. No waiver hereunder shall constitute a waiver with respect to any
subsequent occurrence or other transaction hereunder or of any other provision
hereof.

     16. Captions and Hearings; Gender and Number. Captions and paragraph
headings used herein are for convenience only, do not modify or affect the
meaning of any provision herein, are not a part hereof, and shall not serve as a
basis for interpretation or in construction of this Agreement. As used herein,
the masculine gender shall include the feminine and neuter, the singular number,
the plural, and vice versa, whenever such meanings are appropriate.

     17. Governing Law; Venue and Jurisdiction. Without regard to the principles
of conflicts of laws, the laws of the State of North Carolina shall govern and
control the validity, interpretation, performance, and enforcement of this
Agreement. The parties hereto agree that any suit or action relating to this
Agreement shall be instituted and prosecuted in the courts of the County of
Buncombe, State of North Carolina, and each party hereby does waive any right or
defense relating to such jurisdiction and venue.

     18. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the Company, its successors and assigns, and shall be binding
upon and inure to the benefit of the Optionee, his heirs, legatees, personal
representatives, executors, and administrators.

     19. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties hereto and, except as otherwise
provided hereunder, there are no other agreements or understandings, written or
oral, in effect between the parties hereto relating to the matters addressed
herein.

     20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same
instrument.


                                       6
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
in its corporate name by its President, or one of its Vice Presidents, and
attested by its Secretary or one of its Assistant Secretaries, and its corporate
seal to be hereto affixed, all by authority of its Board of Directors first duly
given, and the Optionee has hereunto set his or her hand and adopted as his or
her seal the typewritten word "SEAL" appearing beside his or her name, all done
this the day and year first above written.

                              WESTSTAR FINANCIAL SERVICES CORPORATION


                      By:/s/G. Gordon Greenwood, President
                      ------------------------------------
                            G. Gordon Greenwood, President

Attest:

/s/Randall C. Hall
------------------
Randall C. Hall, Corporate Secretary

[CORPORATE SEAL]

                                            ________________________________

                                            ______________________, Optionee


                                       7
<PAGE>

                                   EXHIBIT A


                             NOTICE OF EXERCISE OF
                           NONSTATUTORY STOCK OPTION

     To: The Board of Directors of Weststar Financial Services Corporation

     The undersigned hereby elects to purchase ________ whole shares of Common
Stock of Weststar Financial Services Corporation (the "Company") pursuant to the
Nonstatutory Stock Option granted to the undersigned in that certain
Nonstatutory Stock Option Agreement between the Company and the undersigned
dated the ____ day of _________, ______. The aggregate purchase price for such
shares is $_______________, which amount is (i) being tendered herewith, (ii)
will be tendered in cash or shares of Common Stock of the Company on or before
_______________, ______, (cross out provision which does not apply). The
effective date of this election shall be ____________________, ______, or the
date of receipt of this Notice by the Company if later.

         Executed this ___ day of ___________________, ______, at______.


                                            ___________________________________

                                            ___________________________________

                                            ___________________________________
                                            (Social Security Number)



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