WESTSTAR FINANCIAL SERVICES CORPORATION
                        2001 INCENTIVE 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 Incentive Stock Option Plan
(hereinafter referred to as this "Plan") which was adopted by the Company's
Board of Directors (hereinafter referred to as the "Board") subject to
shareholder approval as provided in Paragraph 22 hereof.

     Purpose of the Plan. The purpose of this Plan is to provide for the grant
of Incentive Stock Options (hereinafter referred to as "Option" or "Options")
qualifying for the tax treatment afforded by Section 422 of the Internal Revenue
Code of 1986, as amended, to eligible officers and employees of the Company and
its subsidiaries (hereinafter referred to as "Eligible Employees") who wish to
invest in the Company's common stock (hereinafter referred to as "Common
Stock"). The Company believes that participation in the ownership of the Company
by Eligible Employees will be to the mutual benefit of the Company and Eligible
Employees. The existence of this Plan will enhance the Company's ability to
attract capable individuals to employment in key employee positions.

     2. Administration of the Plan.

     (a) This Plan shall be administered by the Compensation Committee of the
Board (hereinafter referred to as the "Committee"). The Committee shall consist
of at least three (3) members of the Board all of whom shall qualify as
disinterested persons as provided in Section 16(b) and the rules and regulations
thereunder of the Securities Exchange Act of 1934, as amended. The members of
the Committee shall be appointed by the Board and shall serve at the pleasure of
the Board, which may remove members from, add members to, or fill vacancies in
the Committee.

     (b) The Committee shall decide to whom Options shall be granted under this
Plan, the number of shares as to which Options shall be granted subject to the
limitations set forth in Paragraph 11 of this Plan, the Option Price (as
hereinafter defined) for such shares and such additional terms and conditions
for such Options as the Committee deems appropriate.

     (c) A majority of the Committee shall constitute a quorum and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved unanimously in writing by the Committee, shall be considered as
valid actions by the Committee.

     (d) The Board may designate any officers or employees of the Company 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 deem fit.


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     3. Shares of Common Stock Subject to the Plan. The maximum number of shares
of Common Stock that shall be available initially for Options under this Plan is
SIXTY THREE Thousand SEVEN HUNDRED (63,700) shares, subject to adjustment as
provided in Paragraph 15 hereof. Shares subject to Options which expire or
terminate prior to the issuance of the shares of Common Stock shall again be
available for future grants of Options under this Plan.

     4. Eligibility. Options under this Plan may be granted to any Eligible
Employee as determined by the Committee. An individual may hold more than one
Option under this or other plans adopted by the Company.

     5. Grant of Options

     (a) The Committee shall authorize that Options for shares of Common Stock
shall be granted to certain Eligible Employees of the Company which Options
shall be granted based upon the past service and the continued participation of
those individuals in the management of the Company and its subsidiaries. The
allocation of said Options shall be as determined by a majority vote of the
Committee at one or more meetings called for such purpose.

     (b) Upon the forfeiture of an Option for whatever reason prior to the
expiration of the Option Period (as defined in Paragraph 10 hereof) the shares
of Common Stock covered by a forfeited Option shall be available for the
granting of additional Options to Eligible Employees during the remaining term
of this Plan upon such terms and conditions as may be determined by the
Committee. The number of additional Options to be granted to specific Eligible
Employees during the term of this Plan shall be determined by the Committee as
provided in Subparagraph 2(b) hereof.

     6. Vesting of Options.

     (a) The right to exercise the Options granted hereunder to any Eligible
Employee shall be based upon the following schedule:

                                                        Percentage of
Date When Such Options Become Vested                 Such Options Vested

Date of Grant                                                20%
First Anniversary of Date of Grant                           20%
Second Anniversary of Date of Grant                          20%
Third Anniversary of Date of Grant                           20%
Fourth Anniversary of Date of Grant                          20%

     (b) In determining the number of shares of Common Stock under each Option
vested under the above vesting schedule, 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.



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<PAGE>

     (c) In the event that the employment of an Optionee at the Corporation
terminates 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.
Such forfeiture shall apply whether or not any such options have vested.

     (d) In the event that the employment of an Optionee with the Corporation
should terminate 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 6(a) above, then, notwithstanding the foregoing
schedule in subparagraph 6(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.

     7. Option Price

     (a) The price per share of each Option granted under this Plan (hereinafter
called the "Option Price") shall be determined by the Committee as of the
effective date of grant of such Option, but in no event shall the Option Price
be less than 100% of the fair market value of Common Stock on the date of grant.
If an Optionee (as hereinafter defined) at the time that an Option is granted
owns stock possessing more than ten (10%) percent of the total combined voting
power of all classes of stock of the Company, then the Option Price per share of
each Option granted under this Plan shall be no less than 110% of the fair
market value of Common Stock on the date of grant and such Option shall not be
exercisable more than five (5) years from the date of grant. An Option shall be
considered as granted on the date that the Committee acts to grant such Option
or such later date as the Committee shall specify in an Option Agreement (as
hereinafter defined).


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     (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 on
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 Committee, for the trading date first
preceding the date as of which such determination is made. If the Committee
determines that the price as determined above does not represent the fair market
value of a share of Common Stock, the Committee may then consider such other
factors as it deems appropriate and then fix the fair market value for the
purposes of this Plan.

     8. 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 having a fair market
value at the time of exercise equal to the aggregate Option Price.

     9. Terms and Conditions of Grant of Options. Each Option granted pursuant
to this Plan shall be evidenced by a written Incentive Stock Option Agreement
(hereinafter referred to as "Option Agreement") with each Eligible Employee
(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 Committee shall adopt a different form and, in each case, may contain
such other, different, or additional terms and conditions as the Committee may
determine.

     10. 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.

     11. Limitation on Grant and Exercise of Incentive Stock Options.
Notwithstanding any other provision of this Plan, the value of shares underlying
an Option granted hereunder that can be exercised for the first time by an
Optionee in the year of the grant of the Option may not exceed $100,000.00,
based on the fair market value of the stock at the date of the grant of the
Option. During the second year, an Optionee may exercise an additional
$100,000.00 in value and, likewise in any additional year an additional
$100,000.00 in value of Options may be exercised. For purposes of the foregoing,
the aggregate fair market value of stock with respect to which incentive stock
options are exercisable during any calendar year shall be determined by taking
into account all such options granted to such person under all incentive stock
option plans of the Company.


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<PAGE>


     12. Exercise of Incentive Stock Options. An Option shall be exercised by
written notice to the Committee signed by an Optionee or by such other person as
may be entitled to exercise such Option. In 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 from 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 50 shares, unless the Committee
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.

     13. Effect of Termination of Employment, Retirement, Disability, Change in
Control or Death

     (a) In the event of the termination of employment of an Optionee either by
reason of (i) being discharged for cause or (ii) voluntary separation on the
part of such Optionee for a reason other than the Optionee's retirement or
disability, or a "change in control" of the Company, any Option or Options
granted to the Optionee under this Plan, to the extent not previously exercised
or expired, shall immediately terminate. Such termination shall also apply to
any vested Options. The phrase "discharged for cause" shall include termination
at the sole discretion of the Board because of such Optionee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than minor traffic violations or similar
offenses), a final cease and desist order, or material breach of any provision
of any employment agreement that such Optionee may have with the Company.

     (b) In the event of the termination of employment of an Optionee as a
result of such Optionee's retirement, such Optionee shall have the right to
exercise any Option or Options granted to the Optionee under this Plan, to the
extent that they have not previously been exercised or expired, for a period of
three (3) months after the date of retirement, but in no event may any Option be
exercised later than the end of the Option Period provided in such Option
Agreement in accordance with Paragraph 10 hereof. For purposes of this Plan, the
term "retirement" shall mean (i) termination of an Optionee's employment under
conditions which would constitute retirement under any tax qualified retirement
plan maintained by the Company or any of its subsidiaries or (ii) attaining age
65.


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<PAGE>


     (c) In the event of the termination of employment of an Optionee by reason
of such Optionee's disability, such Optionee shall have the right to exercise
any Option or Options held by the Optionee, to the extent that they previously
have not been exercised or expired, at any time within twelve (12) months after
the last date on which such Optionee provides services as an officer or an
employee of the Company before being disabled, but in no event may any Option be
exercised later than the end of the Option Period provided in such Option
Agreement in accordance with Paragraph 10 hereof. 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.

     (d) In the event that an Optionee should die while employed by the Company
or any of its subsidiaries, or within three (3) months after retirement, any
Option or Options granted to the Optionee under this Plan and not previously
exercised or expired shall be exercisable, according to their respective terms,
by the personal representative of such Optionee or by any person or persons who
acquired such Options by bequest or inheritance from such Optionee,
notwithstanding any limitations placed on the exercise of such Options by this
Plan or an Option Agreement, immediately in full and at any time within twelve
(12) months after the date of death of such Optionee, but in no event may any
Option be exercised later than the end of the Option Period provided in such
Option Agreement in accordance with Paragraph 10 hereof. Any references herein
to an Optionee shall be deemed to include any person entitled to exercise an
Option under the terms of this Plan after the death of such Optionee under the
terms of this Plan.

     (e) In the event of the termination of employment of an Optionee as a
result of a "change in control" of the Company, such Optionee shall have the
right to exercise any Option or Options granted to the Optionee under this Plan,
to the extent they have not previously been exercised or expired, for a period
of three (3) months after the date of termination, but in no event may any
Option be exercised later than the end of the Option period provided in such
Option Agreement in accordance with Paragraph 10 hereof.

     14. Effect of Plan on Employment Status. The fact that the Committee has
granted an Option to an Optionee under this Plan shall not confer on such
Optionee any right to employment with the Company or to a position as an officer
or an employee of the Company, nor shall it limit the right of the Company to
remove such Optionee from any position held by the Optionee or to terminate the
Optionee's employment at any time.


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<PAGE>


     15. 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 Committee 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 unexercised Options under this Plan.
The adjustments to be made shall be determined by the Committee 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.

     (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.

     16. Non-Transferability. Any Option granted under this Plan shall not be
assignable or transferable except, in the case 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, the 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 Option, may exercise any Option or
portion thereof to the extent not previously exercised by an Optionee or
expired, in accordance with its terms, prior to the expiration of the exercise
period as specified in Subparagraph 10 hereof.

     17. Tax Withholding. The employer of a person granted an Option under this
Plan 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 employer to obtain a tax deduction otherwise available as a
consequence of such grant, exercise or sale, as the case may be.

     18. Listing and Registration of Option Shares. Any Option granted under the
Plan 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 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 Committee.


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     19. Exculpation and Indemnification. In connection with this Plan, no
member of the Committee shall be personally liable for any act or omission to
act in such person's capacity as a member of the Committee, 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 Committee, and each other officer
or employee of the Company or of any subsidiary thereof 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.

     20. Amendment and Modification of the 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 of Common Stock covered by this Plan or effects any
change in the categories 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 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 theretofore granted to an Optionee under this Plan
without the consent of such Optionee or the transferee thereof in the event of
the death of such Optionee.

     21. Termination and Expiration of the 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 22 hereof.

     22. 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 meeting (the
"Effective Date").

     23. 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.


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     24. 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
one or more of its subsidiaries.

     25. 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.

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


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STATE OF NORTH CAROLINA                                             EXHIBIT A
COUNTY OF BUNCOMBE

                        INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE 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 company
(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 Incentive
Stock Option Plan (hereinafter referred to as the "Plan") subject to approval by
the Company's shareholders; and

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

     WHEREAS, the Plan provides that the Compensation Committee (hereinafter
referred to as the "Committee") of the Board will make available to certain
officers and employees of the Company and its subsidiaries (the "Employer") the
right to purchase shares of the Company's common stock (hereinafter referred to
as "Common Stock"); and

     WHEREAS, the Committee has determined that the Optionee should be granted
an option 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 any part of an aggregate 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
_______ and __/100 Dollars ($_____) per share (hereinafter referred to as the
"Option Price") which is the fair market value of the Option Shares as
determined by the Committee as of the date of grant of this Option.

     4. When and Extent to which Options may be Exercised; Vesting. (a) Subject
to any further restrictions in this Agreement, the right of the Optionee to
exercise the Option to purchase the Option Shares, either in whole or in part,
shall be conditioned upon the vesting of the Options set forth in paragraph 1
hereof. At such time as the Option shall become exercisable in accordance with
this Agreement, the Optionee, in his or her discretion, may exercise all or any
portion of the Options, subject to paragraph 6 hereof. The Option shall
terminate as provided in paragraph 7 hereof.

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<PAGE>


     (b) The Options shall vest and be exercisable according to the following
schedule:

                                                     Percentage of
Date When Such Options Become Vested              Such Options Vested

Date of Grant                                             20%
First Anniversary of Date of Grant                        20%
Second Anniversary of Date of Grant                       20%
Third Anniversary of Date of Grant                        20%
Fourth Anniversary of Date of Grant                       20%

     (c) Fractional Option Shares. In determining the number of Option Shares
vested under the above vesting schedule, an Optionee shall not be entitled to
exercise an Option for a fractional number of Option Shares. If the product
resulting from multiplying the vested percentage times the allocated Option
results in a fractional number of Option Shares, then the Optionee's vested
right shall be to the whole number of Option Shares, disregarding any fractional
number.

     (d) Accelerated Vesting. Notwithstanding paragraph 3(a) above, all Options
previously not vested and subject to forfeiture shall become 100% vested and the
right of the Optionee to exercise such Options shall become nonforfeitable upon
the death, disability or retirement of the Optionee, or upon a "change in
control" of the Corporation. For purposes of this Agreement, 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 (the "Code").

     (e) Other Terminations of Employment. In the event any Optionee's
employment with the Corporation terminates for any reason, other than the
Optionee's death, disability, retirement, or following a change in control of
the Corporation, then the Optionee's Options, to the extent unexercised, shall
be forfeited and shall be available again for grant to other officers and
employees as may be determined by the Committee. Such forfeiture shall apply
whether or not any such options have vested.

     5. Change in Control. When used herein, 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
Company'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, merger, or consolidation of the Company with one or more other
Company in which the Company is not the surviving Company, or the transfer of
all or substantially all of the assets or shares of the Company to another
person or entity.


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<PAGE>


     6. Method of Exercise. The Option shall be exercised by written notice to
the Committee 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 from 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 one hundred (100) shares, unless the
Committee 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. During the Option Period, no person entitled to exercise the
Option granted under this Agreement 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.

     7. Termination of Option. The Option shall terminate as follows:

     (a) Except as provided in subparagraphs (b), (c), (d) and (e) below, the
Option granted under this Agreement, to the extent that it has not been
exercised or expired, shall terminate on the earlier of (i) the date that the
Optionee is discharged for cause, (ii) the date the Optionee gives notice that
the Optionee terminates his or her employment with the Employer for a reason
other than retirement or disability or as a result of a "change in control" of
the Company or (iii) the date which is ten (10) years from the date of grant of
the Option set forth in paragraph 1 hereof. The phrase "discharged for cause"
shall include termination at the sole discretion of the Board of Directors of
the Employer of the Optionee because of the Optionee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or a
final cease and desist order, or material breach of any provision of any
employment agreement that the Optionee may have with the Employer.

     (b) In the event the Optionee retires prior to the date which is ten (10)
years after the date of grant of the Option, the Optionee shall have the right
to exercise the Option, to the extent that it has not been exercised by the
Optionee or expired, at any time within three (3) months after the date of
retirement, but in no event may the Option be exercised later than ten (10)
years after the date of grant of the Option set forth in paragraph 1 hereof. For
purposes of this Agreement, the term "retirement" shall mean (i) termination of
the Optionee's employment under conditions which would constitute retirement
under any tax qualified retirement plan maintained by the Employer or (ii)
attaining age 65.


                                       3
<PAGE>


     (c) In the event the Optionee becomes disabled prior to the date which is
ten (10) years after the date of grant of the Option, the Optionee shall have
the right to exercise the Option, to the extent that it has not been exercised
by the Optionee or expired, notwithstanding any limitation placed on the
exercise of the Option by the Plan or by this Agreement, immediately in full and
at any time within twelve (12) months after the last date on which the Optionee
provided services as an officer or an employee of the Employer before being
disabled, but in no event may the Option be exercised later than ten (10) years
after the date of grant of the Option set forth in paragraph 1 hereof. For
purposes of this Agreement, the term "disability" shall be defined in the same
manner as such term is defined in Section 22(e)(3) of the Code.

     (d) In the event the Optionee should die while employed by the Employer or
within three (3) months after retirement but prior to the date which is ten (10)
years after the date of grant of the Option, the Option, to the extent it has
not been exercised by the Optionee or expired, shall be exercisable, according
to its terms, by the personal representative, the executor or administrator of
the Optionee's estate, or any person or persons who acquired the Option by
bequest or inheritance from the Optionee, notwithstanding any limitation placed
on the exercise of the Option by the Plan or by this Agreement, immediately in
full and 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
from the date of grant of the Option as set forth in paragraph 1 hereof.

     (e) In the event the Optionee's employment with the Employer is terminated
as a result of a "change in control" of the Company, the Optionee shall have the
right to exercise the Option to the extent that it has not been exercised by the
Optionee or expired, any time within three (3) months after the date of
termination, but in no event may the Option be exercised later than ten (10)
years after the date of grant of the Options set forth in paragraph 1 hereof.

     8. Effect of Agreement on Employment Status of Optionee. The fact that the
Committee has granted the Option to the Optionee under this Agreement shall not
confer on the Optionee any right to employment with the Employer or to a
position as an officer or an employee of the Employer, nor shall it limit the
right of the Employer to remove the Optionee from any position held by the
Optionee or to terminate his or her employment at any time.


                                       4
<PAGE>


     9. Listing and Registration of Option Shares

     (a) The Company's obligation to issue shares of Common Stock upon exercise
of the Option is expressly conditioned upon (i) 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 government regulatory body or (ii)
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 Committee
shall, in its sole 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 Committee 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.

     10. Adjustment Upon Change 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 Committee in the
number, kind, and the Option Price of shares subject to the unexercised portion
of the Option granted under this Agreement. The adjustments to be made shall be
determined by the Committee 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 the
Option granted under this Agreement.

     (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.


                                       5
<PAGE>


     (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.

     11. Nontransferability. 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 a portion thereof, in accordance with the terms hereof, prior to the date
which is ten (10) years after the date of grant of Option as set forth in
paragraph 1 hereof.

     12. Notices. Any notice 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 when delivered personally or when deposited in the United
States mail as Certified Mail, return receipt requested, properly addressed with
postage prepaid, if to the Company at its principal office at 79 Woodfin Place,
Asheville, North Carolina 28801; and, if to the Optionee to his or her last
address appearing on the books of the Employer. The Employer 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.

     14. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a 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 provisions 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 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 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 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.


                                       6
<PAGE>


     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 one and the same
instrument.


                                       7
<PAGE>


     IN WITNESS WHEREOF, the Company, has caused this instrument to be executed
in its corporate name by its Chairman 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_
                                    --------------------------
                                       G. Gordon Greenwood, President

ATTEST:

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


                                       _____________________________________
                                       _____________________________, Optionee


                                       8
<PAGE>

[CORPORATE SEAL]

                                    EXHIBIT A


                              NOTICE OF EXERCISE OF
                             INCENTIVE STOCK OPTION


           To: The Compensation Committee of 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
Incentive Stock Option granted to the undersigned in that certain Incentive
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)


                                       9