EXHIBIT 10.1
SECOND AMENDMENT TO
THE CENTURA BANKS, INC.
OMNIBUS EQUITY COMPENSATION PLAN
THIS SECOND AMENDMENT is adopted by CENTURA BANKS, INC., a North
Carolina corporation (the "Employer") effective April 19, 2000. 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 extend the permitted
post-employment exercise period for nonqualified stock options to within 6
months after a participant's termination of employment for reasons other than
retirement, disability, or death, and to within 5 years after termination of
employment due to retirement or disability;
NOW, THEREFORE, in consideration of the premises and the acts and
covenants hereinafter set forth, the Plan is hereby amended, effective April 19,
2000, as follows:
The Plan is amended by deleting Section 5.3 in its entirety, and
inserting a new Section 5.3 in lieu thereof, which shall read as follows:
"5.3 The Nonqualified Stock Option and its related Stock Right, if any,
may be exercised in full or in part from time to time within such
period as may be specified by the Committee or in the Award
Agreement; provided, that, in any event, the Nonqualified Stock
Option and the related Stock Right shall lapse and cease to be
exercisable upon, or within such period following, Termination of
Employment as shall have been determined by the Committee and as
specified in the Nonqualified Stock Option Award Agreement or
Stock Right Award Agreement; provided, however, that such period
following Termination of Employment shall not exceed six (6)
months unless employment shall have terminated:
(a) as a result of Retirement or Disability, in which
event, such period shall not exceed five years after
the date of Retirement or Disability, or within such
longer period as the Committee may specify; and
as a result of death, or if death shall have occurred following a Termination of
Employment and while the Nonqualified Stock Option or Stock Right was still
exercisable, in which events, such period may exceed one year after the date of
death, as provided by the Committee or in the Award Agreement."
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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 of the day and year first above written
CENTURA BANKS, INC.
ATTEST:
(Corporate Seal)
/s/Lynn O. Parrish By:/s/Frank L. Pattillo
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Asst. Secretary Authorized Officer
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