As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
CENTURA BANKS, INC. OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the Plan)
Joseph A. Smith, Jr.
General Counsel and Corporate Secretary
Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804
(252) 454-4000
(Name, address, and telephone number of agent for service)
Copies to:
Michael S. Colo, III, Esq.
Poyner & Spruill, L.L.P.
Post Office Box 353
Rocky Mount, North Carolina 27804
(252) 446-2341
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1)(2) Share (3) Price (3) Fee (3)
- ------------------------------------------------------------------------------------------
Common Stock 1,500,000 $62.75 $94,125,000 $27,766.88
(no par value) Shares
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Represents additional shares of Common Stock not previously registered
as part of the Registrant's Post-Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8 Registration Statement (No.
33-33773) and as part of the Registrant's Form S-8 Registration
Statement (No. 33-63496).
(2) Plus such additional number of shares as may be required under the Plan
in the event of a stock dividend, split-up of shares, recapitalization,
or other similar change in the Common Stock.
(3) Estimated pursuant to Rule 457(h)(1) solely for purposes of calculating
the registration fee, upon the basis of the average of the high and low
prices for the Common Stock as reported on the New York Stock Exchange
Composite Tape on June 18, 1998.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement relates to the registration of One Million
Five Hundred Thousand (1,500,000) additional shares of the no par value common
stock ("Common Stock") of Centura Banks, Inc. (the "Registrant") for issuance or
delivery under the Centura Banks, Inc. Omnibus Equity Compensation Plan (the
"Plan"). Five Hundred Thousand (500,000) shares of the Registrant's Common Stock
were originally registered for issuance or delivery under the Plan as part of
the Registrant's Post-Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 (No. 33-33773). An additional One Million (1,000,000)
shares of the Registrant's Common Stock were also registered for issuance or
delivery under the Plan as part of the Registrant's Form S-8 Registration
Statement (No. 33-63496). 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 or delivery pursuant to the Plan 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 Plan 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, 1997.
(b) The Registrant's Quarterly Reports on Form 10-Q filed
<PAGE>
for the quarterly periods ended after December 31, 1997.
(c) The Registrant's Current Reports on Form 8-K filed after December
31, 1997.
(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, 1997 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.
<PAGE>
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 December 31, 1997, Mr. Lane owned beneficially
28,518 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
30,296 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
<PAGE>
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 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
<PAGE>
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.
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).
<PAGE>
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.
Item 8. Exhibits.
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Exhibit No. Description Reference
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 filed
with the Commission on March 8, 1990).
4.2 Centura Banks, Inc. Omnibus Incorporated
Equity Compensation Plan by Reference
as Amended and Restated
effective April 16, 1997
(incorporated by reference to
the identified exhibit of the
Registrant's Form 10-K Annual
Report filed with the
Commission on March 11, 1998).
4.3 Amendment to the Centura Filed herewith
Banks, Inc. Omnibus Equity
Compensation Plan dated
February 18, 1998.
<PAGE>
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>
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
<PAGE>
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.
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
17th day of June, 1998.
CENTURA BANKS, INC.
Registrant
/s/ Cecil W. Sewell, Jr.
By:_________________________________
Cecil W. Sewell, Jr.
Chairman of the Board, President,
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/ Cecil W. Sewell, Jr. Chairman of the Board, June 17, 1998
__________________________
1998 Director, President, and
Cecil W. Sewell, Jr. Chief Executive Officer
* Director
Frank L. Pattillo
<PAGE>
* Director
William H. Wilkerson
* Chief Financial Officer
Steven J. Goldstein
* Chief Accounting Officer
Ann K. Lawson
* Director
William H. Kincheloe
* Director
O. Tracy Parks III
* Director
Richard H. Barnhardt
* Director
Charles T. Lane
* Director
Bernard W. Franklin
* Director
Thomas A. Betts, Jr.
* Director
C. Wood Beasley
* Director
Alexander P. Thorpe III
* Director
John H. High
* Director
Robert L. Hubbard
<PAGE>
* Director
H. Tate Bowers
* Director
Ernest L. Evans
* Director
Michael K. Hooker
* Director
Susan E. Gravely
* Director
Dean E. Painter, Jr.
* Director
Joseph H. Nelson
* Director
George T. Stronach III
* Director
Charles P. Wilkins
* Director
Charles M. Reeves, III
* Director
William H. Redding, Jr.
/s/ Joseph A. Smith, Jr.
*By:__________________________ June 17, 1998
Joseph A. Smith, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description Reference
4.1 Excerpts from the Registrant's Articles of Incorporated
Incorporation and Bylaws relating to rights by Reference
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 filed with the Commission on
March 8, 1990).
4.2 Centura Banks, Inc. OmnibusEquity Compensation Incorporated
Plan as Amended and Restated effective April 16, by Reference
1997 (incorporated by reference to the
identified exhibit of the Registrant's Form
10-K Annual Report filed with the Commission on
March 11, 1998).
4.3 Amendment to the Centura Banks, Inc. Omnibus Filed herewith
Equity Compensation Plan dated February 18,
1998.
5 Opinion of Poyner & Spruill, L.L.P. Filed herewith
23.1 Consent of Poyner & Spruill, L.L.P. (included Filed herewith
in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP. Filed herewith
24 Power of Attorney from Directors and Officers Filed herewith
of Registrant.
</TABLE>
<PAGE>
Exhibit 4.3
<PAGE>
NORTH CAROLINA AMENDMENT TO THE
CENTURA BANKS, INC.
NASH COUNTY OMNIBUS EQUITY COMPENSATION PLAN
THIS AMENDMENT, made and entered into this 18th day of February, 1998,
by CENTURA BANKS, INC., a North Carolina corporation (the "Employer");
WITNESSETH:
WHEREAS, the Employer has previously established and adopted the
Centura Banks, Inc. Omnibus Equity Compensation Plan (the "Plan"), for the
benefit of executives and key employees of the Employer; and
WHEREAS, pursuant to Section 14.1 of the Plan, the Employer reserves
the right to amend or modify the Plan at any time; and
WHEREAS, the Employer desires to amend the Plan to increase the number
of shares of Stock which are subject to an Award under the Plan, effective April
15, 1998, subject to the approval of the amendment by a majority of the votes
cast by the holders of the Bank's Common Stock at the next annual stockholders'
meeting;
NOW, THEREFORE, in consideration of the premises and the acts and
covenants hereinafter set forth, the Plan is hereby amended as follows:
Section 1.3 of the Plan shall be amended in its entirety to read as
follows:
The Plan shall be effective November 20, 1990 (the "Effective
Date"), as amended and restated effective April 21, 1993, as
further amended and restated effective April 16, 1997, and as
further amended effective April 15, 1998, subject to the
approval of Section 3.6 of the Plan by a majority of the votes
cast on the issue by the holders of the Corporation's Common
Stock at the first meeting of stockholders at which directors
are to be elected that occurs after December 31, 1997.
Section 2.33 of the Plan shall be amended in its entirety to read as
follows:
"Plan" means the Centura Banks, Inc. Omnibus
<PAGE>
Equity Compensation Plan, as amended April 15, 1998, and as
further amended from time to time.
Section 3.6 of the Plan shall be amended by deleting the first sentence of the
Section in its entirety and inserting in lieu thereof the following:
The aggregate number of shares of Stock which are subject to
an Award under the Plan shall be three million (3,000,000)
shares, plus four percent (4%) of any increase, other than any
increase due to Awards under this Plan or any other similar
plan of the Corporation, in the number of authorized and
issued shares of Stock above the number of authorized and
outstanding shares as of the Effective Date.
IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, all as on the day and year first above written.
CENTURA BANKS, INC.
ATTEST:
(Corporate Seal)
/S/ Joseph A. Smith, Jr. By: /s/ Frank L. Pattillo
________________________ _________________________
Secretary Authorized Officer
<PAGE>
EXHIBIT 5 &
EXHIBIT 23.1
<PAGE>
POYNER & SPRUILL, L.L.P.
Attorneys at Law
3600 Glenwood Avenue
Raleigh, North Carolina 27612
919/783-6400
Fax: 919/783-1075
June 24, 1998
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, under which 1,500,000 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 1,500,000 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.
Very truly yours,
<PAGE>
/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.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
June 24, 1998
<PAGE>
Exhibit 24
<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 Omnibus Equity Compensation Plan (including 1,500,000
additional shares of no par value Common Stock of the Company), 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.
*
*
*
*
*
*
*
*
*
*
*
*
*
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents as of June 17, 1998.
/s/ Frank L. Pattillo /s/ Cecil W. Sewell, Jr.
- ------------------------------- ------------------------------
Frank L. Pattillo, Director Cecil W. Sewell, Jr.
Director, Chairman of the Board,
President, and Chief Executive Officer
/s/ William H. Wilkerson
- ------------------------------- -------------------------------
Bernard W. Franklin, Director William H. Wilkerson
Director
/s/ H. Tate Bowers /s/ William H. Kincheloe
- ------------------------------- --------------------------------
H. Tate Bowers, Director William H. Kincheloe, Director
/s/ O. Tracy Parks, III /s/ Susan E. Gravely
- ------------------------------- --------------------------------
O. Tracy Parks, III, Director Susan E. Gravely, 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
- ------------------------------- --------------------------------
<PAGE>
Charles M. Reeves, III, Director Ernest L. Evans, Director
/s/ Michael K. Hooker /s/ Joseph H. Nelson
- ------------------------------- --------------------------------
Michael K. Hooker, Director Joseph H. Nelson, Director
/s/ George T. Stronach III /s/ Dean E. Painter, Jr.
- ------------------------------- --------------------------------
George T. Stronach III, Director Dean E. Painter, Jr., Director
/s/ Charles P. Wilkins /s/ Ann K. Lawson
- ------------------------------- --------------------------------
Charles P. Wilkins, Director Ann K. Lawson, Principal
Accounting Officer
/s/ Steven J. Goldstein
--------------------------------
Steven J. Goldstein, Chief
Financial Officer
<PAGE>
POYNER & SPRUILL, L.L.P.
Attorneys at Law
3600 Glenwood Avenue
Raleigh, North Carolina 27612
919/783-6400
Fax: 919/783-1075
June 24, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Centura Banks, Inc.
Form S-8 Registration Statement-1933 Act
File No. 333-______
Ladies and Gentlemen:
On behalf of Centura Banks, Inc., a North Carolina corporation
with its principal offices located in Rocky Mount, North Carolina (the
"Company"), and pursuant to the Securities Act of 1933, as amended (the "1933
Act"), enclosed herewith for filing under the 1933 Act electronically on EDGAR
is the Company's Registration Statement on Form S-8, relating to the
registration of up to an additional 1,500,000 shares of the Company's no par
value common stock (the "Common Stock") for issuance or delivery pursuant to the
Company's Omnibus Equity Compensation Plan (the "Plan"). This filing supplements
500,000 shares of Common Stock originally registered as part of the Company's
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8
(File No. 33-33773). This filing further supplements 1,000,000 shares of Common
Stock registered as part of the Company's Form S-8 Registration Statement (File
No. 33-63496). The Company's Common Stock is listed on the New York Stock
Exchange.
The filing fee required in connection with this filing is being sent to
Mellon Bank for credit to the Company's account.
The Company hereby represents that the conditions specified in General
Instructions A to Form S-8 have been met.
It is the Company's understanding that pursuant to General Instruction
D to Form S-8, this Form S-8 Registration Statement will become effective
automatically upon filing.
<PAGE>
Should you have any questions or comments regarding this matter, please
contact the undersigned by a collect telephone call to (919) 783-2878.
Very truly yours,
POYNER & SPRUILL, L.L.P.
/s/ M. Guy Brooks, III
By: M. Guy Brooks, III
cc: New York Stock Exchange, Inc.
Working Group Distribution List
