CENTURA BANKS INC, S-8 POS, 1996-10-30

CENTURA BANKS INC
S-8 POS, 1996-10-30
NATIONAL COMMERCIAL BANKS

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<PAGE>

As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-08503

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)

AMENDED AND RESTATED FIRSTSOUTH BANK
STOCK OPTION PLAN FOR KEY EMPLOYEES
AS ASSUMED BY CENTURA BANKS, INC.

FIRSTSOUTH BANK
1988 STOCK OPTION PLAN FOR DIRECTORS
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
Ninety-five Thousand (95,000) shares of the no par value common stock
("Common Stock") of Centura Banks, Inc. (the "Registrant") reserved for issuance
under the Amended and Restated FirstSouth Bank Stock Option Plan for Key
Employees as Assumed by Centura Banks, Inc. (69,000 shares) and the FirstSouth
Bank 1988 Stock Option Plan for Directors as Assumed by Centura Banks, Inc.
(26,000 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. 333-08503). 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.

<PAGE>

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

(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,
August 22, September 4, October 4, and October 11, 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

<PAGE>

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.

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

<PAGE>

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
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

<PAGE>

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.

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

<PAGE>

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.

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 Amended and Restated FirstSouth Filed herewith
Bank Stock Option Plan for Key
Employees as Assumed by Registrant.

4.3 FirstSouth Bank 1988 Stock Filed herewith
Option Plan for Directors
as Assumed by Registrant.

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

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

23.2 Consent of KPMG Peat Marwick LLP. Filed herewith

24 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
25th day of October, 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, October 25, 1996
Robert R. Mauldin Director, and Chief
Executive Officer

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

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

<PAGE>

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

/s/ Ann K. Lawson Principal Accounting Officer October 25, 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:__________________________ October 25, 1996
Joseph A. Smith, Jr.
Attorney-in-Fact

</TABLE>

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page

4.2 Amended and Restated FirstSouth
Bank Stock Option Plan for Key
Employees as Assumed by
Registrant.

4.3 FirstSouth Bank 1988 Stock
Option Plan for Directors
as Assumed by Registrant.

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

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

23.2 Consent of KPMG Peat Marwick LLP.

24 Power of Attorney from Certain
Directors and Officers of
Registrant.
</TABLE>

<PAGE>

EXHIBIT 4.2

<PAGE>

AMENDED AND RESTATED FIRSTSOUTH BANK
STOCK OPTION PLAN FOR KEY EMPLOYEES
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 Amended
and Restated FirstSouth Bank ("FSB") Stock Option Plan for Key Employees (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
FSB 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 Among FSB, Centura Bank, and Centura dated as of June 7, 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. "Board" means the Board of Directors of the Company.

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

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

iv. "FSB" means FirstSouth Bank.

v. "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.

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

vii. "Substituted Option" means an Option granted by FSB
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 4 of
the Plan as amended herein).

<PAGE>

b. Stock Subject to the Plan. Section 4 of the Plan, as
assumed by Centura and amended and restated as provided above, is
amended to add the following new second paragraph of Section 4, as
follows:

"Options have been issued by FSB 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 FSB. Shares
subject to such Substituted Options shall be
considered part of the shares of Stock reserved for
issuance under this Plan. In determining the
Substituted Options, the number of shares of Stock of
the Company subject to each Substituted Option shall
be equal to the number of shares of Stock of FSB
subject to such option immediately prior to the
Effective Time of the Merger multiplied by 0.55, and
the per share exercise price under each Substituted
Option shall be adjusted by dividing the per share
exercise price under such option by 0.55 and rounding
up to the nearest cent. Notwithstanding the
foregoing, the Company shall not be obligated to
issue any fraction of a share of Stock upon exercise
of the Substituted Options, and any fraction of a
share of 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 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 regulations promulgated
thereunder, so as not to constitute a modification,
extension, or renewal of the option, within the
meaning of Code Section 424(h)."

<PAGE>

c. Effectiveness of Plan. Section 9 of the Plan, as assumed
by Centura and amended and restated as provided above, is amended
to delete the existing Section 9 and substitute the following new
section 9 as follows:

"9. Effectiveness of Plan. The Plan became effective
upon its adoption by the Board of Directors of FSB
and subsequent approval by the stockholders of FSB
and the North Carolina Commissioner of Banks, was
assumed by the Company effective as of the Effective
Time of the Merger, and shall continue in effect
until June 30, 1998, unless earlier terminated as
provided in the Plan."

CENTURA BANKS, INC.

By_________________________
Authorized Officer

<PAGE>

APPENDIX A

FORMER PLAN

<PAGE>

Amended and Restated
As of March 8, 1994

AMENDED AND RESTATED
FIRSTSOUTH BANK
STOCK OPTION PLAN FOR KEY EMPLOYEES

1. Purposes of Plan. The purposes of this Plan are (i) to provide
incentives for key employees of FirstSouth Bank, a North Carolina Corporation
(the "Company") and its subsidiary corporations by encouraging their ownership
of the common stock, $3.33 1/3 par value, of the Company and (ii) to aid the
Company in retaining such key employees, upon whose efforts the Company's
success and future growth depends, and attracting other such employees.
2. Definitions. As used herein, and in any Option granted
hereunder, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of
FirstSouth Bank.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended, or corresponding provisions of future revenue laws.
(c) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 3 of the Plan. If no
Committee is appointed, the term "Committee" shall refer to the Board.
(d) "Company" shall mean FirstSouth Bank.
(e) "Employee" shall mean any salaried employee of the
Company or any Subsidiary.

<PAGE>

(f) "Incentive Stock Option" shall mean any stock option
granted in accordance with the provisions of paragraph 7 of the Plan.
(g) "Option" shall mean a stock option granted pursuant
to the Plan.
(h) "Optioned Shares" shall mean the Stock subject to an
Option granted pursuant to the Plan.
(i) "Optionee" shall mean a person who receives an
option under the Plan.
(j) "Plan" shall mean this Stock Option Plan for Key
Employees.
(k) "Stock" shall mean the $3.33 1/3 par value common
stock of the Company.
(l) "Subsidiary" shall mean any subsidiary corporation
of the Company within the meaning of Section 424 (f) of the Code.
3. Administration. The Plan shall be administered by the Stock Option
Committee of the Board, as hereinafter provided. For purposes of administration,
the Committee, subject to the terms of the Plan, shall have plenary authority to
establish such rules and regulations, make such determinations and
interpretations, and take such administrative actions as it deems necessary or
advisable. All determinations and interpretations made by the Committee shall be
final, conclusive, and binding on all persons, including Optionees and their
legal representatives and beneficiaries.
The Committee shall be appointed from time to time by the
Board of Directors and shall consist of not fewer than three of its

<PAGE>

members. No member of the Committee shall be eligible to participate in the
Plan. The Board of Directors shall designate one of the members of the Committee
as its chairman. The Committee shall hold its meetings at such times and places
as it may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing signed by all members shall be as
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act or omission
with respect to his service on the Committee, if he acts in good faith and in a
manner he reasonably believes to be in or not opposed to the best interests of
the Company. Service on the Committee shall constitute service as a director of
the Company for all purposes.
4. Stock Available for Options. There shall be available for Options
under the Plan a total of One Hundred Forty-Six Thousand Seven Hundred
Ninety-six (146,796) shares of Stock, subject to any adjustments which may be
made pursuant to Section 6(g) of the Plan. Shares of Stock used for purposes of
the Plan shall be authorized and unissued shares. Shares of Stock covered by
Options which have terminated or expired prior to exercise shall be available
for further Options hereunder.
5. Eligibility. Options under the Plan may be granted to
Employees of the Company or any Subsidiary. Options may be granted

<PAGE>

to eligible Employees whether or not they hold or have held options previously
granted under the Plan or otherwise granted or assumed by the Company. In
selecting Employees for options and determining the number of shares of Stock
subject to any particular option, the Committee may take into consideration any
factors it may deem relevant, including its estimate of the Employee's present
and potential contributions to the success of the Company and its Subsidiaries;
provided, that such selection and determination is reasonable in relation to the
purpose of the Plan and the needs of the Company. The maximum number of shares
of Stock subject to all options granted to any one Employee under the Plan may
not exceed in the aggregate forty percent of the total shares of Stock
authorized for issuance under the Plan.
6. Terms and Conditions of Options. Each Option granted under the Plan
shall be evidenced by a Stock Option Certificate in a form approved by the
Committee. The Committee shall, in its discretion, prescribe the terms and
conditions of, and the number of shares of Stock subject to, the options to be
granted hereunder, which terms, conditions, and number of shares need not be the
same in each case, subject to the following:
(a) Option Price. The price at which each share of Stock
covered by an Option granted under the Plan may be purchased shall be determined
by the Committee and shall not be less than the greater of Six and 98/100
Dollars ($6.98) per share or the fair market value per share at the time the
Option is granted. The date of the granting of an Option shall be the date
specified by the

<PAGE>

Committee in its grant of the Option. The fair market value of a share of Stock
shall be determined by the Committee in accordance with the regulations
promulgated under Section 2031 of the Code, or by other appropriate methods
selected by the Committee.
(b) Option Period. The period for exercise of an Option shall
be no more than five (5) years from the date of the grant. Options may, in the
discretion of the Committee, be made exercisable in installments during the
option period. Any shares not purchased on any applicable installment date may
be purchased thereafter at any time before the expiration of the option period.
(c) Exercise of Options. In order to exercise an Option, the
Optionee shall deliver to the Company a written notice specifying the number of
shares of Stock to be purchased, together with cash or a certified or a bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor.
The notice of exercise shall specify the address to which the
certificates for such shares are to be mailed. As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
the Optionee, certificates for the number of shares with respect to which such
option has been so exercised, issued in the Optionee's name; provided, however,
that such delivery shall be deemed effective for all purposes when a stock
transfer agent of the Company shall have deposited such certificates in the
United States Mail, addressed to the Optionee at the address specified pursuant
to this paragraph 6(c). Until the

<PAGE>

issuance of the stock certificates, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Shares.
An Option may not be exercised for fractional shares.
(d) Effect of Termination of Employment. An Option may not be
exercised after the Optionee has ceased to be in the employ of the Company or
any Subsidiary, except in the following circumstances and subject to earlier
termination of exercisability as provided for in the Plan:
(i) If the Optionee's employment is terminated
by action of his employer or by reason of
disability, the option may be exercised by
the Optionee within three (3) months after
such termination, but only as to any shares
exercisable on the date the Optionee's
employment so terminates;
(ii) In the event of the death of the Optionee
during the three (3) month period after
termination of employment covered by (i)
above, the person or persons to whom his
rights are transferred by will or laws of
dissent and distribution shall have a period
of one (1) year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death; and,

<PAGE>

(iii) In the event of the death of the Optionee
while employed, the option shall thereupon
become exercisable in full, and the person
or persons to whom the Optionee's rights are
transferred by will or the laws of dissent
and distribution shall have a period of one
(1) year from the date of the Optionee's
death to exercise such Option. The
provisions of the foregoing sentence shall
apply to any outstanding Options which are
Incentive Stock Options to the extent
permitted by Section 422(d) of the Code and
such outstanding options in excess thereof
shall, immediately upon the occurrence of
the event described in the foregoing
sentence, be treated for all purposes of the
Plan as a non-statutory stock option and
shall be immediately exercisable as such as
provided in the foregoing sentence.

(e) No Right to Continued Employment. Nothing in the Plan or
in any option granted pursuant to the Plan (in the absence of an express
provision to the contrary) shall confer on any individual any right to continue
in the employ of the Company or any Subsidiary or interfere in any way with the
right of the Company or any Subsidiary to terminate his employment at any time.
(f) Non-Transferability of Options. During the lifetime
of an Optionee, Options held by such Optionee shall be exercisable

<PAGE>

only by him. No Option shall be transferable other than by will or the laws of
dissent and distribution. No disposition of an Option (other than upon exercise
or conversion) nor any securities acquired by an Optionee arising out of the
grant, conversion or exercise of an Option may be made by an Optionee any
earlier than six months and one day from the date of the grant of the Option.
(g) Adjustments for Change in Stock Subject to Plan and Other
Events. The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any and
all adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issuance of stock or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference Stock, ahead of or
affecting the Stock or the rights thereto, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise. Provided, however, that if the outstanding shares of
Stock of the Company shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, reverse stock split, combination of shares or
recapitalization, the number and kinds of shares subject to the Plan or subject
to any options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to

<PAGE>

maintain a proportionate number of shares without changing the
aggregate option price.
In connection with any merger or consolidation in which the
Company is not the surviving corporation or any sale or transfer by the Company
of all or substantially all of its assets, the Committee is hereby authorized
and shall either:
(i) Give notice to the Optionee that pursuant hereto
the option shall terminate as of the effective date of the merger,
consolidation, or sale; provided, that the Optionee is afforded a
reasonable time prior to such effective date in which to exercise his
option and provided further, that upon the giving of such notice, the
exercisability of the Option shall be accelerated to permit its
exercise in full prior to such termination (the acceleration of the
exercisability of the option shall apply to any outstanding Options
which are Incentive Stock Options to the extent permitted by Section
422(d) of the Code and such outstanding options in excess thereof
shall, immediately upon the giving of the notice, be treated for all
purposes of the Plan as a nonstatutory stock option and shall be
immediately exercisable as such as provided in this Section 6(g)(i));
or,

(ii) Require any Optionee, at any time following the
consummation of such a merger, consolidation, or sale or transfer of
assets to surrender any option (or portion thereof) to the Company in
return for a substitute option which is issued by the corporation
surviving such merger or consolidation or the corporation which
acquired such assets (or by an affiliate of such corporation) and which
the Committee, in its sole discretion, determines to have a value to
the Optionee substantially equivalent to the value to the Optionee of
the Option (or portion thereof) so surrendered; or,

(iii) Cause lawful and adequate provisions to be made
whereby upon any exercise of an Option after such merger,
consolidation, or sale or transfer of assets and at no additional cost
other than the payment of the purchase price upon such exercise, the
Optionee shall be entitled to receive in lieu of the Stock: (1) the
number and class of shares or other securities, or (2) the amount of
cash, or (3) the property, or (4) a combination of the foregoing, to
which the Optionee would have been entitled pursuant to the terms of
such merger, consolidation, sale, or transfer of assets, if immediately
prior thereto the Optionee had been the holder of

<PAGE>

record of the number of shares of Stock for which such Option
shall be so exercised.

(h) Registration, Listing, and Qualification of Shares of
Stock. Each Option shall be subject to the requirement that if any time the
Board shall determine that the registration, listing, or qualification of the
shares of Stock covered thereby upon any securities exchange or under any
federal or state 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 purchase of shares of Stock thereunder, no such
option may be exercised unless and until such registration, listing,
qualification, consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Board. The Company may require that any
person exercising an option make such representations and agreements and furnish
such information as the Company deems appropriate to assure compliance with the
foregoing or any other applicable legal requirement.
(i) Other Terms and Conditions. The Committee may
impose such other terms and conditions, not inconsistent with the
terms hereof, on the grant or exercise of Options, as it deems
advisable.

7. Provisions Applicable to Incentive Stock Options. The Committee may, in
its discretion, grant Options under the Plan to eligible employees which
constitute Incentive Stock Options within the meaning of Section 422 of the
Code; provided, however, that (a) no Incentive Stock Option shall cover a number
of shares of

<PAGE>

Stock in excess of the maximum number of shares permitted to be covered pursuant
to the provisions of Section 422(d) of the Code, (b) no Incentive Stock Option
shall be granted at an option price which is less than the fair market value per
share on the date of grant, (c) if the Optionee owns on the date of grant
securities possessing more than ten percent (10%) of the total combined voting
power of all classes of securities of the Company or any Subsidiary, the price
per share shall not be less than one hundred ten percent (110%) of the market
value per share on the date of grant, and (d) Section 6 (d) (ii) hereof shall
not apply to any Incentive Stock Option.
8. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
Option shall be granted hereunder, after June 30, 1998. Provided, however, that
the Board of Directors may at any time prior to that date terminate the Plan.
The Board of Directors may at any time amend the Plan; provided, however, that
except as contemplated in Sections 6(b) and 6(g), the Board shall not, without
approval of not less than two-thirds of the issued and outstanding shares of the
stock of the Company at a meeting of the stockholders on which a proposal to
amend the Plan is voted upon, (i) increase the number of shares of Stock for
which options may be granted under the Plan, (ii) change the minimum option
prices, (iii) extend the period during which Options may be granted or
exercised, or (iv) except as otherwise provided in the Plan, amend the
requirements as to the class of employees eligible to receive

<PAGE>

Options. No termination or amendment of the Plan may, without the consent of an
Optionee, adversely affect the rights of such Optionee under any Option held by
such Optionee.
9. Effectiveness of Plan. The Plan shall be effective on the date the
Board adopts the Plan and options may thereafter be granted hereunder subject to
the following conditions: Within twelve (12) months after the adoption of the
Plan by the Directors, the Plan must be approved (i) by the affirmative vote of
not less than two-thirds of the issued and outstanding shares of the stock of
the Company at a meeting of the stockholders duly called and held and (ii) by
the North Carolina Commissioner of Banks. No Options granted hereunder shall be
exercisable prior to the approval of the shareholders and the approval of the
North Carolina Commissioner of Banks as aforesaid. In the event that the Plan
shall not have been approved by the stockholders and the North Carolina
Commission of Banks within twelve (12) months after the adoption of this Plan by
the Board the Plan shall thereupon terminate and all options previously granted
under the Plan shall become void and of no effect.
10. Other Actions. Nothing contained in this Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including but not by way of limitation, the right of the Company to grant or
assume options for proper purposes other than under the Plan with respect to any
employee or other person, firm, corporation, or association.

<PAGE>

11. Miscellaneous Provisions. The Plan and the Options
granted hereunder shall be governed by and construed in accordance
with the laws of the State of North Carolina. Words used herein in
the masculine gender shall include the feminine whenever the
context so requires.

<PAGE>

EXHIBIT 4.3

<PAGE>

FIRSTSOUTH BANK
1988 STOCK OPTION PLAN FOR DIRECTORS
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 FirstSouth
Bank ("FSB") 1988 Stock Option Plan for Directors (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 FSB 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
Among FSB, Centura Bank, and Centura dated as of June 7, 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. "Board" means the Board of Directors of the Company.

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

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

iv. "FSB" means FirstSouth Bank.

v. "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.

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

b. Stock Subject to the Plan. Section 4 of the Plan, as
assumed by Centura and amended and restated as provided above, is

<PAGE>

amended to add the following new second paragraph of Section 4, as
follows:

"Options have been issued by FSB 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 FSB. Shares
subject to such Substituted Options shall be
considered part of the shares of Stock reserved for
issuance under this Plan. In determining the
Substituted Options, the number of shares of Stock of
the Company subject to each Substituted Option shall
be equal to the number of shares of Stock of FSB
subject to such option immediately prior to the
Effective Time of the Merger multiplied by 0.55, and
the per share exercise price under each Substituted
Option shall be adjusted by dividing the per share
exercise price under such option by 0.55 and rounding
up to the nearest cent. Notwithstanding the
foregoing, the Company shall not be obligated to
issue any fraction of a share of Stock upon exercise
of the Substituted Options, and any fraction of a
share of 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 Stock at the time of exercise
of such option and the per share exercise price of
such option. In addition, notwithstanding any other
provision of the Plan, holders of Substituted Options
shall be able to make like kind payments for shares
of Stock through delivery of shares of Stock already
owned by the option holder."

CENTURA BANKS, INC.

By_________________________
Authorized Officer

<PAGE>

APPENDIX A

FORMER PLAN

<PAGE>

FIRSTSOUTH BANK
1988 STOCK OPTION PLAN FOR DIRECTORS

1. Purposes of Plan. The purposes of this Plan are to show gratitude
for the efforts of the initial directors of FirstSouth Bank, a North Carolina
Corporation (the "Company") in the formation of the Company and (ii) to provide
incentive for such directors to continue to serve as directors of the Company
and otherwise to promote the interest of the Company.
2. Definitions. As used herein, and in any Option granted
hereunder, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of
FirstSouth Bank.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended, or corresponding provisions of future revenue laws.
(c) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 3 of the Plan. If no
Committee is appointed, the term "Committee" shall refer to the Board.
(d) "Company" shall mean FirstSouth Bank.
(e) "Initial Directors" shall mean the initial directors
named in the Articles of Incorporation of the Company except for
directors who are salaried employees of the Company. For the
purposes hereof, the term Initial Directors shall mean and include
the following persons: Edwin B. Armstrong, C.R. Byrd, James B.
Copland, III, James B. Crouch, Jr., Rose Anne Jordan Gant,
William A. Hawks, Eda C. Holt, Jack R. Lindley, W.E. Love, Jr.,

<PAGE>

C.C. McNeely, Jr., D. Earl Pardue, James B. Powell, and Jerome B.
Taylor.
(f) "Option" shall mean a stock option granted pursuant
to the Plan.
(g) "Optioned Shares" shall mean the Stock subject to an
Option granted pursuant to the Plan.
(h) "Optionee" shall mean a person who receives an
Option under the Plan.
(i) "Plan" shall mean this 1988 Stock Option Plan for
Directors.
(j) "Stock" shall mean the $5.00 par value common stock
of the Company.
3. Administration. The Plan shall be administered by the Stock Option
Committee of the Board, as hereinafter provided. For purposes of administration,
the Committee, subject to the terms of the Plan, shall have plenary authority to
establish such rules and regulations, make such determinations and
interpretations, and take such administrative actions as it deems necessary or
advisable. All determinations and interpretations made by the Committee shall be
final, conclusive, and binding on all persons, including Optionees and their
legal representatives and beneficiaries.
The Committee shall be appointed from time to time by the
Board of Directors and shall consist of not fewer than three of its members.
Members of the Committee who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration of the Plan
or the grant of Options

<PAGE>

pursuant to the Plan, except that no such member shall act upon the granting of
an Option to himself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Committee or the Board during which
action is taken with respect to the granting of an option to him. The Board of
Directors shall designate one of the members of the Committee as its chairman.
The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing signed by all members shall be as
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act or omission
with respect to his service on the Committee, if he acts in good faith and in a
manner he reasonably believes to be in or not opposed to the best interests of
the Company. Service on the Committee shall constitute service as a director of
the Company for all purposes.
4. Stock Available for Options. There shall be available for options
under the Plan a total of Ninety-three Thousand Two Hundred Four (93,204) shares
of Stock, subject to any adjustments which may be made pursuant to Section 6(f)
of the Plan. Shares of Stock used for purposes of the Plan shall be authorized
and unissued shares.

<PAGE>

5. Eligibility. Options under the Plan shall be granted to
the Initial Directors of the Company (including members of the
Committee) in such proportions as the Committee shall determine.
In making its determination, the Committee may take into
consideration any factors it may deem relevant.
6. Terms and Conditions of Options. Each Option granted
under the Plan shall be evidenced by a Stock Option Certificate in
a form approved by the Committee. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be
granted hereunder, subject to the following:
(a) Option Price. The price at which each share of Stock
covered by an Option granted under the Plan shall be determined by the Committee
and shall not be less than the greater of Eleven Dollars ($11) per share or the
fair market value per share at the time the Option is granted. The date of the
granting of an Option shall be the date specified by the Committee in its grant
of the Option. The fair market value of a share of Stock shall be determined by
the Committee in accordance with the regulations promulgated under Section 2031
of the Code, or by other appropriate methods selected by the Committee.
(b) Option Period. The period for exercise of an Option shall
be five (5) years from the date of the grant (the "Initial Exercise Period").
The period within which an Option may be exercised by an optionee shall be
extended after the expiration of the Initial Exercise Period for a period of one
(1) year for each full year from and after May 16, 1988 that such Optionee shall

<PAGE>

serve as a director of the Company up to a maximum extension period
of five (5) years.
(c) Exercise of Options. In order to exercise an Option, the
Optionee shall deliver to the Company a written notice specifying the number of
shares of Stock to be purchased, together with cash or a certified or a bank
cashier's check payable to the order of the Company in the full amount of the
purchase price therefor. The notice of exercise shall specify the address to
which the certificates for such shares are to be mailed. As promptly as
practicable after receipt of such written notification and payment, the Company
shall deliver to the Optionee certificates for the number of shares with respect
to which such option has been so exercised, issued in the Optionee's name;
provided, however, that such delivery shall be deemed effective for all purposes
when a stock transfer agent of the Company shall have deposited such
certificates in the United States Mail, addressed to the Optionee at the address
specified pursuant to this paragraph 6(c). Until the issuance of the stock
certificates, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Shares. An Option may not
be exercised for fractional shares.
(d) No Right to Continue to Serve as a Director. Nothing in
the Plan or in any Option granted pursuant to the Plan shall confer on any
individual any right to continue to serve as a director of the Company.

<PAGE>

(e) Non-Transferability of Options. During the lifetime of an
Optionee, Options held by such Optionee shall be exercisable only by him. No
Option shall be transferable other than by will or the laws of dissent and
distribution.
(f) Adjustments for Change in Stock Subject to Plan and Other
Events. The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any and
all adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issuance of stock or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference Stock, ahead of or
affecting the Stock or the rights thereto, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise. Provided, however, that if the outstanding shares of
Stock of the Company shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, reverse stock split, combination of shares or
recapitalization, the number and kinds of shares subject to the Plan or subject
to any Options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain a proportionate number of
shares without changing the aggregate option price.

<PAGE>

In connection with any merger or consolidation in which the
Company is not the surviving corporation or any sale or transfer by the Company
of all or substantially all of its assets, the Committee is hereby authorized
and shall either:
(i) Give notice to the Optionee that pursuant hereto
the Option shall terminate as of the effective date of the merger,
consolidation, or sale; provided, that the Optionee is afforded a
reasonable time prior to such effective date in which to exercise his
Option; or

(ii) Require any Optionee, at any time following the
consummation of such a merger, consolidation, or sale or transfer of
assets to surrender any Option (or portion thereof) to the Company in
return for a substitute option which is issued by the corporation
surviving such merger or consolidation or the corporation which
acquired such assets (or by an affiliate of such corporation) and which
the Committee, in its sole discretion, determines to have a value to
the Optionee substantially equivalent to the value to the Optionee of
the Option (or portion thereof) so surrendered; or,

(g) Registration, Listing, and Qualification of Shares of
Stock. Each Option shall be subject to the requirement that if any time the
Board shall determine that the registration, listing, or qualification of the
shares of Stock covered thereby upon any securities exchange or under any
federal or state law, or the consent or approval of any governmental regulatory
body is

<PAGE>

necessary or desirable as a condition of, or in connection with, the granting of
such option or the purchase of shares of Stock thereunder, no such option may be
exercised unless and until such registration, listing, qualification, consent,
or approval shall have been effected or obtained free of any conditions not
acceptable to the Board. The Company may require that any person exercising an
option make such representations and agreements and furnish such information as
the Company deems appropriate to assure compliance with the foregoing or any
other applicable legal requirement.
(h) Other Terms and Conditions. The Committee may
impose such other terms and conditions, not inconsistent with the
terms hereof, on the grant or exercise of Options, as it deems
advisable.
7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
Option shall be granted hereunder, after June 30, 1998. Provided, however, that
the Board of Directors may at any time prior to that date terminate the Plan.
The Board of Directors may at any time amend the Plan; provided, however, that
except as contemplated in Section 6(f), the Board shall not, without approval by
a majority of the votes cast by the stockholders of the Company at a meeting of
the stockholders on which a proposal to amend the Plan is voted upon, (i)
increase the number of shares of Stock for which Options may be granted under
the Plan, (ii) change the minimum option prices, (iii) extend the

<PAGE>

period during which Options may be granted or exercised, or (iv) amend the
requirements as to the class of individuals eligible to receive Options. No
termination or amendment of the Plan may, without the consent of an Optionee,
adversely affect the rights of such Optionee under any Option held by such
Optionee.
8. Other Actions. Nothing contained in this Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including but not by way of limitation, the right of the Company to grant or
assume options for proper purposes other than under the Plan with respect to any
employee or other person, firm, corporation, or association.
9. Miscellaneous Provisions. The Plan and the Options
granted hereunder shall be governed by and construed in accordance
with the laws of the State of North Carolina. Words used herein in
the masculine gender shall include the feminine whenever the
context so requires.

<PAGE>

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

October 28, 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. 333-08503), under which 95,000 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 95,000 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.

<PAGE>

EXHIBIT 23.2

<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
October 28, 1996

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EXHIBIT 24

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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 FirstSouth 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.

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IN WITNESS WHEREOF, each of the undersigned has subscribed

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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

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/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