CENTURA BANKS INC, S-8 POS, 1996-08-26

CENTURA BANKS INC
S-8 POS, 1996-08-26
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on August 26, 1996
Registration No. 333-04949

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ON
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CENTURA BANKS, INC.
(Exact name of Registrant as specified in its charter)

North Carolina 56-1688522
(State of Incorporation) (IRS Employer Identification No.)

134 North Church Street, Rocky Mount, North Carolina 27804
(Address of principal executive offices)

FIRST COMMUNITY BANK STOCK OPTION PLAN
AS ASSUMED BY CENTURA BANKS, INC.

FIRST COMMUNITY BANK OMNIBUS
STOCK PLAN OF 1994
AS ASSUMED BY CENTURA BANKS, INC.

(Full title of the Plans)

Joseph A. Smith, Jr.
General Counsel and Corporate Secretary
Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804
(919) 977-4400
(Name, address, and telephone number of agent for service)

Copies to:

M. Guy Brooks, III, Esq.
Poyner & Spruill, L.L.P.
Post Office Box 10096
Raleigh, North Carolina 27605
(919) 783-2878

--------------------------------------------

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

This Registration Statement relates to the registration of Sixty Five
Thousand (65,000) shares of the no par value common stock ("Common Stock") of
Centura Banks, Inc. (the "Registrant") reserved for issuance under the First
Community Bank Stock Option Plan as Assumed by Centura Banks, Inc. (12,000
shares) and the First Community Bank Omnibus Stock Plan of 1994 as Assumed by
Centura Banks, Inc. (53,000 shares) (collectively the "Plans"). Such shares of
the Registrant's Common Stock were originally registered as part of the
Registrant's Form S-4 Registration Statement (No. 333-04949). This Registration
Statement on Form S-8 shall serve as Post-Effective Amendment No. 1 to such Form
S-4 Registration Statement of Registrant. This Registration Statement also
relates to an indeterminant number of additional shares that may be necessary to
adjust the number of shares reserved for issuance pursuant to the Plans as a
result of a reclassification, reorganization, recapitalization, stock split,
stock dividend, or similar occurrence that makes an adjustment of shares just
and appropriate. Documents containing the information specified in Part I of
Form S-8 will be sent or given to participants under the Plans as specified by
Rule 428(b)(1).

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

See response to Item 1 above.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.

(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1996 and June 30, 1996.

<PAGE>

(c) The Registrant's Current Reports on Form 8-K dated January 8,
February 28, March 12, March 20, April 3, April 16, April 18,
May 17, May 24, June 14, July 2, July 12, July 29, August 16,
and August 21, 1996.

(d) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A filed
October 19, 1990 under the Exchange Act, including any other
amendment or report filed for the purpose of updating such
description.

Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Poyner & Spruill, L.L.P., Counsel to the
Registrant. Charles T. Lane, a partner with Poyner & Spruill, L.L.P., is a
director of the Registrant. As of March 31, 1996, Mr. Lane owned beneficially
26,082 shares of the Registrant's Common Stock, and other members of the firm of
Poyner & Spruill, L.L.P. beneficially owned, in the aggregate, approximately
65,132 shares of the Registrant's Common Stock.

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the case
of conduct in his official capacity with the corporation, that his conduct was
in its best interests and (b) in all other cases, that his conduct was at least
not opposed to its best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Moreover, unless limited by its articles of incorporation, a corporation must
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding. Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the specific case or
as authorized or required under any provision in the articles of incorporation
or bylaws or by any applicable resolution or contract upon receipt of an
undertaking by or on behalf of a director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation against such expenses. A director may also apply for court-ordered
indemnification under certain circumstances.

Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director; and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.

In addition and separate and apart from the indemnification rights
discussed above, the above-cited statutes further provide that a corporation
may, in its articles of incorporation or bylaws, or by contract or resolution,
indemnify or agree to indemnify any one of its directors, officers, employees,
or agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a

<PAGE>

corporation may not indemnify or agree to indemnify a person against liability
or expenses he may incur on account of his activities which were at the time
taken known or believed by him to be clearly in conflict with the best interests
of the corporation. A corporation may likewise and to the same extent indemnify
or agree to indemnify any person who, at the request of the corporation, is or
was serving as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise or as a trustee or administrator under an employee benefit
plan. Any such provision for indemnification may also include provisions for
recovery from the corporation of reasonable costs, expenses, and attorneys' fees
in connection with the enforcement of rights to indemnification and may further
include provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.

As permitted by the North Carolina statutory provisions explained
above, Article IX, Section 4 of the Bylaws of the Registrant provides as
follows:

Any person who at any time serves or has served as a director
or officer of the Corporation, or at the request of the Corporation is
or was serving as an officer, director, agent, partner, trustee, or
employee for any other foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise, shall
be indemnified by the Corporation to the fullest extent from time to
time permitted by law in the event he is made, or is threatened to be
made, a party to any threatened, pending or completed civil, criminal,
administrative, investigative or arbitrative action, suit, or
proceeding and any appeal therein (and any inquiry or investigation
that could lead to such action, suit or proceeding), whether or not
brought by or on behalf of the Corporation, seeking to hold him liable
by reason of the fact that he is or was acting in such capacity. In
addition, the Board may provide such indemnification for other
employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall,
to the fullest extent from time to time permitted by law, cover (i)
reasonable expenses, including without limitation all attorneys' fees
actually and necessarily incurred by him in connection with any such
action, suit, or proceeding; (ii) all reasonable payments made by him
in satisfaction of any judgment, money decree, fine (including an
excise tax assessed with respect to an employee benefit plan), penalty,
or settlement for which he may have become liable in such action, suit,
or proceeding; and (iii) all reasonable expenses incurred in enforcing
the indemnification rights provided herein.

<PAGE>

Expenses incurred by a director in defending a proceeding may
be paid by the Corporation in advance of the final disposition of such
proceeding as authorized by the Board of Directors in the specific case
or as authorized or required under any provision in the Bylaws or by an
applicable resolution or contract upon receipt of an undertaking by or
on behalf of the director to repay such amounts unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.

The board of directors of the Corporation shall take all such
action as may be necessary and appropriate to authorize the Corporation
to pay the indemnification required by this bylaw, including without
limitation, to the extent needed, making a good faith evaluation of the
manner in which the claimant for indemnity acted and of the reasonable
amount of indemnity due him.

Any person who at any time serves or has served in any of the
aforesaid capacities for or on behalf of the Corporation shall be
deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Any
repeal or modification of these indemnification provisions shall not
affect any rights or obligations existing at the time of such repeal or
modification. The rights provided for herein shall inure to the benefit
of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled
apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the
provisions contained in N.C. Gen. Stat. ss.55-8-51 (or its
successor).

As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become legally obligated to pay as a result of any negligent act,
error, or omission committed by directors or officers while acting in their
capacities as such.

The indemnification provisions in the Bylaws may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

<PAGE>

ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>

Exhibit No. Description Reference
<S> <C> <C>

4.1 Excerpts from the Registrant's Incorporated
Articles of Incorporation and by Reference
Bylaws relating to rights of
holders of the Registrant's
capital stock (incorporated by
reference to Exhibit 4 of the
Registrant's Form S-4
Registration Statement No.
33-33773 originally filed with
the Commission on March 8,
1990).

4.2 First Community Bank Stock Filed herewith
Option Plan as Assumed by
Registrant.

4.3 First Community Bank Omnibus Filed herewith
Stock Plan of 1994 as Assumed
by Registrant.

5 Opinion of Poyner & Spruill, Filed herewith
L.L.P.

24.1 Consent of Poyner & Spruill, Filed herewith
L.L.P. (included in Exhibit 5).

24.2 Consent of KPMG Peat Marwick LLP. Filed herewith

25 Power of Attorney from Filed herewith
Directors and Officers of
Registrant.

</TABLE>

<PAGE>

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been sealed by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

<PAGE>

SIGNATURES AND POWER OF ATTORNEY

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rocky Mount, State of North Carolina, on the
22nd day of August, 1996.

CENTURA BANKS, INC.
Registrant

/s/ Robert R. Mauldin
By:_________________________________
Robert R. Mauldin
Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY. Each person whose signature appears below appoints
Joseph A. Smith, Jr., General Counsel and Corporate Secretary of the Registrant,
with full power of substitution, as attorney-in-fact to execute in their
respective names on their behalf individually, and in each capacity stated
below, the Registration Statement and one or more amendments (including
post-effective amendments) to the Registration Statement as the attorney-in-fact
and to file any such Registration Statement and any amendment to the
Registration Statement with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE CAPACITY DATE
<S> <C> <C>

/s/ Robert R. Mauldin
_________________________ Chairman of the Board, August 22, 1996
Robert R. Mauldin Director, and Chief
Executive Officer

* Director, President, and _________, 1996
- - ------------------------ Chief Operating Officer
Cecil W. Sewell, Jr.

* Director, Group Executive _________, 1996
- - ------------------------- Officer, and Chief
Frank L. Pattillo Financial Officer

<PAGE>

* Director and Group Execu- _________, 1996
- - ------------------------- tive Officer
William H. Wilkerson

/s/ Ann K. Lawson Principal Accounting Officer August 22, 1996
- - -------------------------
Ann K. Lawson

* Director _________, 1996
- - -------------------------
William H. Kincheloe

* Director _________, 1996
- - -------------------------
O. Tracy Parks III

* Director _________, 1996
- - -------------------------
Richard H. Barnhardt

* Director _________, 1996
- - -------------------------
Charles T. Lane

* Director _________, 1996
- - -------------------------
J. Richard Futrell, Jr.

* Director _________, 1996
- - -------------------------
Thomas A. Betts, Jr.

* Director _________, 1996
- - -------------------------
C. Wood Beasley

* Director _________, 1996
- - -------------------------
Alexander P. Thorpe III

* Director _________, 1996
- - -------------------------
John H. High

* Director _________, 1996
- - -------------------------
Robert L. Hubbard

* Director _________, 1996
- - -------------------------
H. Tate Bowers

<PAGE>

* Director _________, 1996
- - -------------------------
Ernest L. Evans

* Director _________, 1996
- - -------------------------
William D. Hoover

* Director _________, 1996
- - -------------------------
Jack A. Moody

* Director _________, 1996
- - -------------------------
Clifton H. Moore

* Director _________, 1996
- - -------------------------
Joseph H. Nelson

* Director _________, 1996
- - -------------------------
George T. Stronach III

* Director _________, 1996
- - -------------------------
Joseph L. Wallace, Jr.

* Director _________, 1996
- - -------------------------
Charles P. Wilkins

* Director _________, 1996
- - ------------------------
Charles M. Reeves, III

* Director _________, 1996
- - ------------------------
William H. Redding, Jr.

/s/ Joseph A. Smith, Jr.
*By:__________________________ August 22, 1996
Joseph A. Smith, Jr.
Attorney-in-Fact

</TABLE>

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>

Sequentially
Exhibit No. Description Numbered Page
<S> <C> <C>

4.2 First Community Bank Stock
Option Plan as Assumed by
Registrant.

4.3 First Community Bank Omnibus
Stock Plan of 1994 as Assumed
by Registrant.

5 Opinion of Poyner & Spruill,
L.L.P.

24.1 Consent of Poyner & Spruill, Included in
L.L.P. (included in Exhibit 5). Exhibit 5

24.2 Consent of KPMG Peat Marwick LLP.

25 Power of Attorney from Certain
Directors and Officers of
Registrant.

</TABLE>

EXHIBIT 4.2

<PAGE>

FIRST COMMUNITY BANK STOCK OPTION PLAN
AS ASSUMED BY CENTURA BANKS, INC.

As authorized pursuant to the Resolutions of the Board of Directors of
Centura Banks, Inc. ("Centura") dated the 19th day of June, 1996, the First
Community Bank ("FCB") Stock Option Plan (the "Former Plan"), as in effect
immediately prior to the Effective Time of the Merger described below, shall,
notwithstanding any other provision of the Former Plan, be assumed by Centura
effective as of the Effective Time of the Merger of FCB with Centura Bank (such
defined terms "Effective Time" and "Merger" having such meanings as set forth in
that certain Agreement and Plan of Reorganization and Merger by and between FCB,
Centura Bank, and Centura dated as of April 4, 1996 (the "Merger Agreement"),
and, as assumed, shall read as follows:

The terms and provisions of the Former Plan, a copy of which is
attached hereto as Appendix A, are hereby incorporated by reference and restated
herein as if fully set forth herein, with the following amendments:

a. Definitions. As used herein, the following definitions
shall be substituted for the definitions set forth in the Former
Plan or added as new definitions, as applicable:

i. "Bank" means the Company for purposes of references
to the Common Stock and references to a change of control
of the Bank and for all other purposes means Centura Bank
(or any successor thereto) and any other subsidiary of
the Company.

ii. "Committee" means the Compensation Committee of the
Company.

iii. "Common Stock" means common stock of the Company
having no par value per share.

iv. "Company" means Centura Banks, Inc., or any
successor thereto.

v. "FCB" means First Community Bank.

vi. "Nonqualified Stock Option" means an option or
Substituted Option to purchase shares of Common Stock
that is not intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code.

vii. "Plan" means this Plan, in the form of the Former
Plan attached hereto as Appendix A and incorporated by
reference herein, as assumed by the Company with the
amendments set forth herein.

<PAGE>

viii. "Substituted Option" means a Nonqualified Stock Option
granted by FCB under the Former Plan prior to the Effective
Time of the Merger and assumed by the Company in accordance
with the Merger Agreement and Code Section 424 (see Section
B.4 of the Plan as amended herein).

b. Shares Subject to the Plan. Section B of the Plan, as
assumed by Centura and amended and restated as provided above, is
amended to add the following Subsection 4, as follows:

"4. Options have been issued by FCB under the Former Plan
prior to the Effective Time of the Merger. Notwithstanding
anything to the contrary in this Plan, all Options outstanding
under the Former Plan immediately prior to the Effective Time
of the Merger shall be assumed by the Company. Substituted
Options shall be issued for all Options granted under the
Former Plan (and outstanding immediately prior to the
Effective Time of the Merger) in accordance with the
principles of Code Sections 424(a) and 424(h). For purposes of
this Plan, all Substituted Options shall be deemed to have
been granted as of the effective date they were originally
granted by FCB. Shares subject to such Substituted Options
shall be considered part of the shares of Common Stock
reserved for issuance under this Plan. In determining the
Substituted Options, the number of shares of Common Stock of
the Company subject to each Substituted Option shall be equal
to the number of shares of Common Stock of FCB subject to such
option immediately prior to the Effective Time of the Merger
multiplied by 0.96, and the per share exercise price under
each Substituted Option shall be adjusted by dividing the per
share exercise price under such option by 0.96 and rounding up
to the nearest cent. Notwithstanding the foregoing, the
Company shall not be obligated to issue any fraction of a
share of Common Stock upon exercise of the Substituted
Options, and any fraction of a share of Common Stock that
would otherwise be subject to a Substituted Option shall
represent the right to receive a cash payment upon exercise of
such Substituted Option equal to the product of such fraction
and the difference between the fair market value of one share
of Common Stock at the time of exercise of such option and the
per share exercise price of such option."

CENTURA BANKS, INC.

By______________________
Authorized Officer

<PAGE>

APPENDIX A
Former Plan

<PAGE>

FIRST COMMUNITY BANK

STOCK OPTION PLAN

(AS AMENDED)

A. Purpose of the Plan

1. The Stock Option Plan (the "Plan") is intended to encourage
the participants to contribute to the long-term success of
First Community Bank and to be rewarded for their contribution
to that success.

2. The Plan is further intended to enable the Bank to
attract and retain key personnel.

B. Allotment of Shares

1. The options allotted under this Plan will be options to
acquire shares of the Bank's Common Stock, $4.16 2/3 par
value.

2. The maximum number of shares that may be issued pursuant
to this Plan is 96,000.

3. Options that are canceled, expire, or terminate unexercised
shall again be available for the grant of additional options
within the limits provided by the available number of shares.

C. Participation in the Plan

1. All officers and key employees of the Bank shall be
eligible to receive options under the Plan.

D. Administration of the Plan

1. The Plan will be administered by the Compensation Committee
(the "Committee") which will be appointed by the Board of
Directors of First Community Bank.

2. The Committee, in addition to any other powers granted it
hereunder, shall have the powers, subject to the express
provisions of the Plan:

a. in its discretion, to determine the Employees to
receive options, the times when options shall be
granted, the times when options may be exercised,
the number of shares to be subject to each option,
the exercise price of each option, and any

<PAGE>

restriction on the transfer or ownership of shares
purchased pursuant to an option;

b. to prescribe, amend and repeal rules and
regulations of general application relating to the
Plan;

c. to construe and interpret the Plan;

d. to require of any person exercising an option under
the Plan, at the time of such exercise, the
execution of any paper or the making of any
representation or the giving of any commitment that
which the Committee shall, at its discretion, deem
necessary or advisable by reasons of the securities
laws of the United States or any State, or the
execution of any paper or the payment of any sum of
money in respect of taxes or the undertaking to pay
or have paid any such sum that the Committee shall,
in its discretion, deem necessary by reason of the
Internal Revenue Code or any rule or regulation
thereunder, or by reason of the tax laws of any
state;

e. to amend stock options previously granted and
outstanding, but no amendment to any such agreement
shall be made without the consent of the optionee
if such amendment would adversely affect the rights
of the optionee under his stock option agreement or
would disqualify a non-qualified stock option from
being such under the Internal Revenue Code; and no
amendment shall be made to any stock option
agreement that would cause the inclusion therein of
any term or provision inconsistent with the Plan;
and

f. to make all other determinations necessary or
advisable for the administration of the Plan.
Determinations of the Committee, with respect to
matters referred to in this section, shall be
conclusive and binding on all persons eligible to
participate under the Plan and their legal
representatives and beneficiaries. The Committee
shall have full authority to act with respect to
the participation of any employee and nothing in
the Plan shall be construed to be in derogation of
such authority.

E. 1. It is intended that options granted under the Plan shall
be non-qualified (regular) options.

<PAGE>

2. The Committee may grant options to any officer or key
employee of the Bank with consideration given to:

a. the duties of the officers or key employees,
b. their present and potential contributions to the
success of the Bank, and
c. such other factors as the Committee deems relevant
in connection with accomplishing the purposes of
the Plan.

3. Outstanding options will be valid for a period of seven
years.

4. The Committee shall deliver to each participant to whom
an option is granted a Memorandum of Option, stating the
terms of the option.

5. The Committee may grant to an officer or key employee an
option to purchase such number of shares as the Committee may
choose within the limits provided by the available number of
shares and the fulfillment of the purposes of the Plan.

F. Date of Grant

1. No options may be granted under this Plan after five years
from the date of its adoption by the Board of Directors of
First Community Bank.

G. Term of Option

1. The term of options set forth in this Plan is seven years
from the date of the grant of option.

2. Any options granted pursuant to this Plan will terminate
early upon any of the following events:

a. Termination of employment. The option will
terminate on the date of termination of the
employee's employment with the Bank if (1) the
employee is terminated by the Bank for cause, or
(2) the employment is terminated by the employee
for any reason other than death, disability, or
retirement after reaching age 65. The option will
terminate three months after the employee's
employment with the Bank is terminated by the Bank
for reasons other than "cause". For purposes of
this paragraph "cause" shall mean continued neglect
of duty, willful and material misconduct in
connection with the performance of the employee's
duties and obligations, and any other conduct of
the employee involving moral turpitude, commission

<PAGE>

of a crime or habitual drunkenness or drug abuse,
that would make retention of the employee in his
position with the Bank prejudicial to its best
interest.

H. Exercise Price

1. The Committee will specify the exercise price with respect to
each option granted hereunder. The exercise price shall be
100% of the fair market value of the common stock on the day
on which the option was granted, but in no event shall the
exercise price be less than the par value of the common stock.

a. Fair market value shall mean the value of a share
of stock on a particular date determined by
calculating the mean price between the "bid" and
"offered" quotations at the close of the respective
securities exchange on that particular day. In the
event that quotations from a securities market are
not available, the Committee shall determine the
fair market value based on any and all information
available to it.

2. The exercise price shall be payable in full upon exercise of
the option to purchase shares. The exercise price shall be
payable in cash upon the exercise of the option to purchase
shares.

I. Exercise

1. The shares covered by an option become vested and fully
exercisable three years after the granting of such option or
retirement, whichever is earlier. An option may be exercised
in whole or in part until the expiration of said option.

2. No shares shall be issued pursuant to this Plan until
full payment has been made.

3. Upon a change of control of the Bank, all options
previously granted but not yet exercisable shall become
fully exercisable immediately.

J. Cash Bonus

1. The Employee shall receive a cash bonus from the Bank upon
exercise of any and all portions of this option in an amount
equal to 34% of the difference between the market value of the
stock to which applies that portion of the option then being
exercised and the actual

<PAGE>

purchase price paid for such stock pursuant to such
portion of the option.

EXHIBIT 4.3

<PAGE>

FIRST COMMUNITY BANK OMNIBUS STOCK PLAN OF
1994 AS ASSUMED BY CENTURA BANKS, INC.

As authorized pursuant to the Resolutions of the Board of Directors of
Centura Banks, Inc. ("Centura") dated the 19th day of June, 1996, the First
Community Bank ("FCB") Omnibus Stock Plan of 1994 (the "Former Plan"), as in
effect immediately prior to the Effective Time of the Merger described below,
shall, notwithstanding any other provision of the Former Plan, be assumed by
Centura effective as of the Effective Time of the Merger of FCB with Centura
Bank (such defined terms "Effective Time" and "Merger" having such meanings as
set forth in that certain Agreement and Plan of Reorganization and Merger by and
between FCB, Centura Bank, and Centura dated as of April 4, 1996 (the "Merger
Agreement"), and, as assumed, shall read as follows:

a. Definitions. As used herein, the following definitions
shall be substituted for the definitions set forth in the Former
Plan or added as new definitions, as applicable:

i. "Common Stock" means common stock of the Company
having no par value per share.

ii. "Company" means Centura Banks, Inc., or any
successor thereto.

iii. "FCB" means First Community Bank.

iv. "Incentive Stock Option" means an option or
Substituted Option to purchase shares of Common Stock
that is intended to qualify as an incentive stock option
as defined in Section 422 of the Code.

v. "Nonqualified Stock Option" means an option or
Substituted Option to purchase shares of Common Stock
that is not intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code.

vi. "Plan" means this Plan, in the form of the Former
Plan attached hereto as Appendix A and incorporated by
reference herein, as assumed by the Company with the
amendments set forth herein.

vii. "Subsidiary" means Centura Bank and any other
subsidiary of the Company.

<PAGE>

viii. "Substituted Option" means an Incentive Stock Option or
Nonqualified Stock Option granted by FCB under the Former Plan
prior to the Effective Time of the Merger and assumed by the
Company in accordance with the Merger Agreement and Code
Section 424 (see Section 5.C of the Plan as amended herein).

b. Shares Subject to the Plan. Section 5 of the Plan, as
assumed by Centura and amended and restated as provided above, is
amended to add the following new Subsection C, as follows:

"C. Options have been issued by FCB under the Former
Plan prior to the Effective Time of the Merger.
Notwithstanding anything to the contrary in this
Plan, all Options outstanding under the Former Plan
immediately prior to the Effective Time of the Merger
shall be assumed by the Company. Substituted Options
shall be issued for all options granted under the
Former Plan (and outstanding immediately prior to the
Effective Time of the Merger) in accordance with the
principles of Code Sections 424(a) and 424(h). For
purposes of this Plan, all Substituted Options shall
be deemed to have been granted as of the effective
date they were originally granted by FCB. Shares
subject to such Substituted Options shall be
considered part of the shares of Common Stock
reserved for issuance under this Plan. In determining
the Substituted Options, the number of shares of
Common Stock of the Company subject to each
Substituted Option shall be equal to the number of
shares of Common Stock of FCB subject to such option
immediately prior to the Effective Time of the Merger
multiplied by 0.96, and the per share exercise price
under each Substituted Option shall be adjusted by
dividing the per share exercise price under such
option by 0.96 and rounding up to the nearest cent.
Notwithstanding the foregoing, the Company shall not
be obligated to issue any fraction of a share of
Common Stock upon exercise of the Substituted
Options, and any fraction of a share of Common Stock
that would otherwise be subject to a Substituted
Option shall represent the right to receive a cash
payment upon exercise of such Substituted Option
equal to the product of such fraction and the
difference between the Fair Market Value of one share
of Common Stock at the time of exercise of such
option and the per share exercise price of such
option. In addition, notwithstanding the foregoing,
each Substituted Option that is an Incentive Stock
Option shall be adjusted as required by Code Section
424, and the

<PAGE>

regulations promulgated thereunder, so as not to
constitute a modification, extension, or renewal of
the option, within the meaning of Code Section
424(h)."

c. Term. Section 6 of the Plan, as assumed by Centura and
amended and restated as provided above, is amended to delete the
existing Section 6 and substitute the following new section 6 as
follows:

"6. The Plan became effective upon its approval by
the stockholders of FCB at the 1995 annual meeting of
stockholders, was assumed by Centura effective as of
the Effective Time of the Merger, and shall continue
in effect until August 16, 2004."

d. Exercise of Stock Options Upon Termination of Employment
or Services. Section 9 of the Plan, as assumed by Centura and
amended and restated as provided above, is amended to add the
following new subsection G, as follows:

"G. For purposes of this Section 9, "termination
of employment" shall refer to termination of an
optionee's employment with the Company or any
Subsidiary of the Company and "termination of
service" shall refer to termination of an
optionee's service as a member of the Board of
Directors of the Company or as a member of any
advisory board of the Company or any Subsidiary of
the Company."

CENTURA BANKS, INC.

By_________________________
Authorized Officer

<PAGE>

APPENDIX A

FORMER PLAN

<PAGE>

FIRST COMMUNITY BANK
OMNIBUS STOCK PLAN OF 1994
(AS AMENDED)

1. Purpose

The purpose of this Plan is to promote the interest of the Company and its
shareholders and the Company's success by providing a method whereby a variety
of stock-based incentive and other Awards may be granted to Employees and
Directors of the Company.

2. Definitions

A. "Award" means any form of stock option or other incentive
award granted under the Plan.

B. "Award Notice" means any written notice from the Company
to a Participant or agreement between the Company and a Participant
that establishes the terms applicable to an Award.

C. "Board of Directors" means the Board of Directors of the
Company.

D. "Code" means the Internal Revenue Code of 1986, as
amended.

E. "Committee" means the Compensation Committee of the Board of
Directors, or such other committee designated by the Board of Directors, which
is authorized to administer the Plan under Section 3 hereof. The Committee, and
any separate committee to which it delegates any of its authority and duties
under the Plan, shall each have membership composition which enable the Plan to
qualify under rule 16b-3 with regard to Awards to persons who are subject to
Section 16 of the Exchange Act.

F. "Common Stock" means Common Stock of the Company $4.16
2/3 par value.

G. "Company" means First Community Bank.

H. "Director" means a member of the Board of Directors.

I. "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

J. "Fair Market Value" means, on any date, the average of the high and
low sales prices of the Common Stock on the principal national securities
exchange, which includes the National Market System of the National Association
of Securities Dealers Automated Quotation System (NASDAQ-NMS), on which such
Common Stock is listed or admitted to trading or if not traded on that date,
then on the date last traded; or if such Common Stock is not so listed or

<PAGE>

admitted or trading, the arithmetic mean of the per share closing bid price and
per share closing asked price on such date as quoted on any other system of
NASDAQ or such other market in which such prices are regularly quoted; or if
there have been no published bid or asked quotations, the Committee shall, in
good faith and in accordance with Section 422 of the Code, establish the method
for determining the Fair Market Value of the Common Stock.

K. "Employee" means any employee of the Company whose
performance the Committee determines can have a significant effect
on the success of the Company.

L. "Participant" means any individual to whom an Award is
granted under the Plan.

M. "Plan" means this Plan, which shall be known as the First
Community Bank 1994 Omnibus Stock Plan.

N. "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, or any successor rule.

O. "Unit" means a bookkeeping entry used by the Company to
record the grant of an Award until such time as the Award is paid,
canceled, forfeited or terminated.

3. Administration

A. The Plan shall be administered by the Committee. The
Committee shall have the authority to:

(i) construe and interpret the Plan;

(ii) promulgate, amend and rescind rules relating
to the implementation of the Plan;

(iii) make all determinations necessary or
advisable for the administration of the
Plan, including the selection of employees
and affiliated individuals who shall be
granted Awards, the number of shares of
Common Stock or Units to be subject to each
Award, the Award price, if any, the vesting
or duration of awards, and the designation
of stock options as incentive stock options
or nonqualified stock options;

(iv) determine the disposition of Awards in the
event of a Participant's divorce or
dissolution of marriage;

(v) determine whether Awards will be granted
alone or in combination or in tandem with
other Awards;

<PAGE>

(vi) determine whether cash will be paid or
Awards will be granted in replacement of, or
as alternatives to, other grants under the
Plan or any other incentive or compensation
plan of the Company or an acquired business
unit;

B. Subject to the requirements of applicable law, the Committee may
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan, any Award, or any Award Notice; take any and all other actions it deems
necessary or advisable for the proper administration of the Plan; designate
persons other than members of the Committee to carry out its responsibilities;
and prescribe such conditions and limitations as it may deem appropriate; except
that the Committee may not delegate its authority with regard to the selection
for participation of, or the granting of Awards to, persons under Section 16 of
the Exchange Act. Any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or
applications of the Plan shall be final, conclusive and binding upon all persons
validly claiming under or through persons participating in the Plan.

C. The Committee may at any time, and from time to time
amend or cancel any outstanding Award, but only with the consent of
the person to whom the Award was granted.

4. Eligibility

A. Any Employee is eligible to become a Participant in the
Plan.

B. Directors who are not Employees of the Company shall
receive Awards in accordance with Section 7.

5. Shares Available

A. Subject to Section 12 of the Plan, the maximum number of
shares of Common Stock available for Award grants (including
incentive stock options) shall be 95,000.

B. No one Participant shall receive more than 25% of the
shares reserved for option under the Plan.

6. Term

The Plan shall become effective upon approval of the Plan by the
Company's stockholders not later than the 1995 annual meeting of stockholders,
and shall continue in effect until August 16, 2004.

<PAGE>

7. Awards to Non-Employee Directors

Options to non-Employee Directors of the Company shall be subject to
the following terms:

(i) The exercise price shall be equal to 85% of
the Fair Market Value of the underlying
Shares of Common Stock on the date of the
grant, payable in accordance with Section
8-B(ii) of the Plan,

(ii) The term of the options shall be seven (7)
years;

(iii) The options shall be exercisable beginning
twelve (12) months after the date of the
grant; and

(iv) The options shall be subject to Section 9 of
the Plan.

8. Stock Options

A. Awards may be granted in the form of stock options. Stock options
may be incentive stock options within the meaning of Section 422A of the Code or
non-qualified stock options (i.e., stock options which are not incentive stock
options).

B. Subject to Section 8.C relating to incentive stock options, options
shall be in such form and contain such terms as the Committee deems appropriate.
While the terms of options need not be identical, each option shall be subject
to the following terms:

(i) The exercise price shall be the price set by
the Committee but may not be less than 85%
of the Fair Market Value of the underlying
shares of Common Stock on the date of the
grant.

(ii) The exercise price shall be paid in cash
(including check, bank draft, or money
order).

(iii) The term of an option may not be greater
than ten (10) years from the date of the
grant.

(iv) Neither a person to whom an option is
granted nor such person's legal
representative, heir, legatee or distributee
shall be deemed to be the holder of, or to
have any of the rights of a holder or owner
with respect to, any shares of Common Stock
subject to such option unless

<PAGE>

and until such person has exercised the
option.

C. The following special terms shall apply to grants of
incentive stock options:

(i) The exercise price of each incentive stock
option shall not be less than 100% of the
Fair Market Value of the underlying shares
of Common Stock on the date of the grant.

(ii) The term of the options shall be for seven
(7) years.

(iii) The options shall be exercisable beginning
twenty-four (24) months after the date of
the grant.

(iv) No incentive stock option shall be granted
to any Employee who directly or indirectly
owns stock possessing more than 10% of the
total combined voting power of all classes
of stock of the Company, unless at the time
of such grant the exercise price of the
option is at least 110% of the Fair Market
Value of the underlying shares of Common
Stock subject to the option and such option
is not exercisable after the expiration of
five (5) years from the date of the grant.

(v) Options shall contain such other terms as
may be necessary to qualify the options
granted therein as incentive stock options
pursuant to Section 422A of the Code, or any
successor statute.

9. Exercise of Stock Options Upon Termination of Employment or
Services.

A. Options granted under Section 8 shall be exercisable upon the
Participant's termination of service within the following periods only. Subject
to Section 7, stock options granted to other Participants may permit the
exercise of options upon the Participant's termination of employment within the
following periods, or such shorter periods as determined by the Committee at the
time of grant:

(i) If on account of death, within twelve (12)
months of such event by the person or
persons to whom the Participant's rights
pass by will or the laws of descent or
distribution.

<PAGE>

(ii) If on account of retirement (as defined from
time to time by Company policy), stock
options may be exercised within three (3)
months of such termination.

(iii) If on account of resignation, options may be
exercised within one (1) month of such
termination.

(iv) If for cause (as defined from time to time
by Company policy), no unexercised option
shall be exercisable to any extent after
termination.

(v) If on account of disability or leave of
absence for the purpose of servicing the
government or the country in which the
principal place of employment of the
Participant is located, either in a military
or a civilian capacity, or for such other
purpose or reason as the Committee may
approve, a Participant shall not be deemed
during the period of any such absence alone,
to have terminated his service, except as
the Committee may otherwise expressly
provide.

(vi) If for any reason other than death,
retirement, cause, or disability, options
may be exercised within three (3) months of
such termination.

E. An unexercised option shall be exercisable only to the extent that
such option was exercisable on the date the Participant's employment or service
terminated. Notwithstanding the foregoing, and except as provided in Section 9
above, terms relating to the exercisability of options may be amended by the
Committee before or after such termination, except in respect to options granted
under Section 7.

F. In no case may an unexercised option be exercised to any
extent by anyone after expiration of this term.

10. Nonassignability

The rights of a Participant under the Plan shall not be assignable by
such Participant, by operation of law or otherwise, except by will or the laws
of descent and distribution. During the lifetime of the person to whom a stock
option or similar right is granted, such person alone may exercise it. No
Participant may create a lien on any funds, securities, rights or other property
to which such Participant may have an interest under the Plan, or

<PAGE>

which is held by the Company for the account of the Participant under the Plan.

11. Adjustment of Shares Available

The Committee shall make appropriate and equitable adjustments in the
shares of Common Stock available for future Awards and the number of shares of
Common Stock covered by unexercised, unvested or unpaid Awards upon the
subdivision of the outstanding shares of Common Stock; the declaration of a
dividend payable in Common Stock; the declaration of a dividend payable in a
form other than Common Stock in an amount that has a material effect on the
price of the shares of Common Stock; the combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
lesser number of shares of Common Stock; a recapitalization; or a similar event.

12. Payment of Withholding Taxes

As a condition to receiving or exercising an Award, as the case may be,
the Participant shall pay to the Company the amount of all applicable Federal,
state, local and foreign taxes required by law to be paid or withheld relating
to receipt or exercise of the Award. Alternatively, the Company may withhold
shares of Common Stock with an aggregate Fair Market Value equal to such
withholding taxes, from any Award in shares of Common Stock, to the extent the
withholding is required by law. The Company also may deduct such withholding
taxes from any Award paid in cash.

13. Amendments

The Board of Directors may amend the Plan at any time and from time to
time, provided however, that the Board shall not amend the terms of the Plan
more frequently than permitted under Rule 16b-3 in regard to provisions that
affect persons receiving Awards under Section 7. Rights and obligations under
any Award granted before amendment of the Plan shall not be materially altered
or impaired adversely by such amendment, except with consent of the person to
whom the Award was granted.

14. Regulatory Approvals and Listings

Notwithstanding any other provision in the Plan, the Company shall have
no obligation to issue or deliver certificates for shares of Common Stock under
the Plan prior to (A) obtaining approval from any governmental agency which the
Company determines is necessary or advisable, (B) admission of such shares to
listing on the stock exchange on which the Common Stock may be listed, and (C)
completion of any registration or other qualification of such shares under any
state or Federal law or ruling of any governmental body which the Company
determines to be necessary or advisable.

<PAGE>

15. No Right to Continued Employment or Grants

Participation in the Plan shall not give any Employee any right to
remain in the employ of the Company. Further, the adoption of this Plan shall
not be deemed to give any Employee or other individual the right to be selected
as a Participant or to be granted an Award.

16. No Right, Title or Interest in Company Assets

No Participant shall have any rights as a shareholder of the Company
until he acquires an unconditional right under an Award to have shares of Common
Stock issued to him. To the extent any person acquires a right to receive
payments from the Company under this Plan, such rights shall be no greater than
the rights of an unsecured creditor of the Company.

17. Special Provisions Pertaining to Persons Subject to Section 16
Notwithstanding any other item of this Plan, the following shall apply to
persons subject to Section 16 of the Exchange Act, except in the case of death
or disability.

A. Restricted stock or other equity security (within the
meaning used in Rule 16b-3 of the Exchange Act or any successor
rule) offered pursuant to this Plan must be held for at least six
(6) months from the date of grant; and

B. At least six (6) months must elapse from the date of acquisition of
any stock option, or other derivative security (within the meaning used in Rule
16b-3 of the Exchange Act or any successor rule) issued pursuant to the Plan to
the date of disposition of such derivative security (other than upon exercise or
conversion) or its underlying equity security.

18. Indemnification

In addition to such other rights of indemnification as they may have as
Directors, the members of the Board of Directors or the Committee administering
the Plan shall be indemnified by the Company against the reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Award
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such member is liable for negligence or
misconduct in the performance to his duties; provided that within 60 days after
institution of any such action, suit or

<PAGE>

proceeding, the member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.

19. Governing Law

The Plan shall be governed by and construed in accordance with the laws
of the State of North Carolina.

EXHIBIT 5

<PAGE>

POYNER & SPRUILL, L.L.P.
Attorneys at Law
3600 Glenwood Avenue
Raleigh, North Carolina 27612
919/783-6400
Fax: 919/783-1075

August 22, 1996

Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804

Gentlemen:

This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, filed
by Centura Banks, Inc. (the "Company") with the Securities and Exchange
Commission as Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 (No. 333-04949), under which 65,000 shares of the Company's common
stock, no par value per share (the "Common Stock"), are to be registered.

As counsel to the Company, we have examined and are familiar with
originals or copies certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Restated Articles of Incorporation and By-laws,
both as amended to date, and the record of proceedings of the shareholders and
directors of the Company. Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of North
Carolina.

2. When the Registration Statement shall have become effective and up
to 65,000 shares of the Common Stock to be originally issued for sale
shall have been originally issued and sold under the terms set forth in
the Registration Statement, such shares will be legally and validly
issued, fully paid, and nonassessable.

We hereby consent to the filing of this Opinion as Exhibit 5 and 24 to
the Registration Statement and to the reference to our name in the Registration
Statement.

<PAGE>

Very truly yours,

POYNER & SPRUILL, L.L.P.

/s/ POYNER & SPRUILL, L.L.P.

EXHIBIT 24.2

<PAGE>

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Centura Banks, Inc.

We consent to the use of our report incorporated herein by reference. Our report
refers to the fact that on December 31, 1993, Centura Banks, Inc. adopted the
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."

/s/ KPMG Peat Marwick LLP

Raleigh, North Carolina
August 22, 1996

EXHIBIT 25

<PAGE>

CENTURA BANKS, INC.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of CENTURA BANKS, INC., a North Carolina corporation (the
"Company"), hereby constitutes and appoints JOSEPH A. SMITH, JR., General
Counsel and Corporate Secretary of the Company, with full power of substitution,
as his true and lawful attorney and agent, for him and in his name, place, and
stead, in any and all capacities, to do any and all acts and things and execute
any and all instruments that said attorney and agent may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended (and any other applicable federal, state, and local laws), and any rules
and regulations and requirements of the Securities and Exchange Commission (and
other applicable rules and regulations and requirements) in respect thereof in
connection with the registration under the Securities Act of 1933, as amended
(or other applicable laws), of securities of the Company issuable or deliverable
pursuant to the Company's assumed stock option plans related to its acquisition
of First Community Bank, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned, in any capacity, to a Company registration statement on Form S-8 to
be filed with the Securities and Exchange Commission in respect of such
securities, and any and all amendments to the said registration statement, and
any and all instruments and documents filed as a part of or executed in
connection with the said registration statement or any amendments thereto, and
to file the same with the Securities and Exchange Commission; hereby ratifying
and confirming all that the said attorneys and agents, or any of them, shall do
or cause to be done by virtue thereof. Any prior powers of attorney previously
granted by us for the above purpose are hereby revoked.

*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
IN WITNESS WHEREOF, each of the undersigned has subscribed

<PAGE>

these presents as of June 19, 1996.

/s/ Robert R. Mauldin /s/ Cecil W. Sewell, Jr.
- - ------------------------------- --------------------------------
Robert R. Mauldin Cecil W. Sewell, Jr.
Chairman of the Board, Director Director, President, and Chief
and Chief Executive Officer Operating Officer

/s/ Frank L. Pattillo /s/ William H. Wilkerson
- - ------------------------------- --------------------------------
Frank L. Pattillo William H. Wilkerson
Director, Group Executive Director and Group Executive
Officer, and Chief Financial Officer
Officer

/s/ H. Tate Bowers /s/ William H. Kincheloe
- - ------------------------------- --------------------------------
H. Tate Bowers, Director William H. Kincheloe, Director

/s/ O. Tracy Parks, III /s/ J. Richard Futrell, Jr.
- - ------------------------------- --------------------------------
O. Tracy Parks, III, Director J. Richard Futrell, Jr.,
Director

/s/ Richard H. Barnhardt /s/ Charles T. Lane
- - ------------------------------- --------------------------------
Richard H. Barnhardt, Director Charles T. Lane, Director

/s/ Thomas A. Betts, Jr. /s/ C. Wood Beasley
- - ------------------------------- --------------------------------
Thomas A. Betts, Jr., Director C. Wood Beasley, Director

/s/ Alexander P. Thorpe, III /s/ William H. Redding, Jr.
- - ------------------------------- --------------------------------
Alexander P. Thorpe, III, William H. Redding, Jr.,
Director Director

/s/ John H. High /s/ Robert L. Hubbard
- - ------------------------------- --------------------------------
John H. High, Director Robert L. Hubbard, Director

/s/ Charles M. Reeves, III /s/ Ernest L. Evans
- - ------------------------------- --------------------------------
Charles M. Reeves, III, Director Ernest L. Evans, Director

<PAGE>

/s/ William D. Hoover /s/ Jack A. Moody
- - ------------------------------- --------------------------------
William D. Hoover, Director Jack A. Moody, Director

/s/ Clifton H. Moore /s/ Joseph H. Nelson
- - ------------------------------- --------------------------------
Clifton H. Moore, Director Joseph H. Nelson, Director

/s/ George T. Stronach, III /s/ Joseph L. Wallace, Jr.
- - ------------------------------- --------------------------------
George T. Stronach III, Director Joseph L. Wallace, Jr., Director

/s/ Charles P. Wilkins
- - -------------------------------
Charles P. Wilkins, Director