CENTURA BANKS INC
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>



EXHIBIT 10.4

                                     Form of
                           CHANGE OF CONTROL AGREEMENT

         AGREEMENT by and between Centura Banks, Inc. (the "Company") and Scott
M. Custer  ("Executive"),  dated as of the 18th day of July, 2000.

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to assure
that the Company will have the continued dedication of Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide Executive
with compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits expectations of Executive will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives, the Board has caused the Company to
enter into this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.       Certain Definitions.

                  (a) The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in Section l(b)) on which a Change of
Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs during the Change of
Control Period and if Executive's employment with the Company has been
terminated either by the Company without Cause or by Executive for Good Reason
(as such terms are defined in Section 5) within six months prior to the date on
which the Change of Control occurs, and unless it is reasonably demonstrated by
the Company that such termination of employment (i) was not at the request of a
third party who has taken steps reasonably calculated to effect the Change of
Control and (ii) did not otherwise arise in connection with or anticipation of
the Change of Control, then for all purposes of this Agreement the "Effective
Date" shall mean the date immediately prior to the date of such termination of
employment.

                  (b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate three years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to Executive that the Change of Control Period shall not be so extended.

         2. Change of Control.  For the  purposes  of this  Agreement,  a
"Change of Control"  shall mean the occurrence of any of the following events:

                  (a) individuals who, at the Effective Date, constitute the
Board of Directors of the Company (the "Incumbent Directors") cease for any
reason to constitute at least a majority of such Board, provided that any person
becoming a director after the Effective Date and whose election or nomination
for election was approved by a vote of at least a majority of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election
contest (as described in Rule 14a-11 under the 1934 Act ("Election Contest") or
other actual or threatened solicitation of proxies or consents by or on behalf
of any "person" (as such term is defined in Section 3(a)(9) of the 1934 Act and
as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board
("Proxy Contest"), including by reason of any

                                       58
<PAGE>

agreement intended to avoid or settle any Election Contest or Proxy Contest,
shall be deemed an Incumbent Director;

                  (b) any person is or becomes a "beneficial owner" (as defined
in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company's
then outstanding securities eligible to vote for the election of the Board (the
"Company Voting Securities"); provided, however, that the event described in
this paragraph (b) shall not be deemed to be a Change in Control of the Company
by virtue of any of the following acquisitions: (A) any acquisition by a person
who is on the Effective Date the beneficial owner of 25% or more of the
outstanding Company Voting Securities, (B) an acquisition by the Company which
reduces the number of Company Voting Securities outstanding and thereby results
in any person acquiring beneficial ownership of more than 25% of the outstanding
Company Voting Securities; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur, (C) an acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Parent or Subsidiary, (C)
an acquisition by an underwriter temporarily holding securities pursuant to an
offering of such securities, (D) an acquisition pursuant to a Non-Qualifying
Transaction (as defined in paragraph (c) below), or (E) a transaction (other
than the one described in paragraph (c) below) in which Company Voting
Securities are acquired from the Company, if a majority of the Incumbent
Directors approve a resolution providing expressly that the acquisition pursuant
to this clause (E) does not constitute a Change in Control of the Company under
this paragraph (b);

                  (c) the consummation of a reorganization, merger,
consolidation, statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company's stockholders,
whether for such transaction or the issuance of securities in the transaction (a
"Reorganization"), or the sale or other disposition of all or substantially all
of the Company's assets to an entity that is not an affiliate of the Company (a
"Sale"), unless immediately following such Reorganization or Sale: (A) more than
50% of the total voting power of (x) the corporation resulting from such
Reorganization or the corporation which has acquired all or substantially all of
the assets of the Company (in either case, the "Surviving Corporation"), or (y)
if applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation (the "Parent Corporation"), is
represented by the Company Voting Securities that were outstanding immediately
prior to such Reorganization or Sale (or, if applicable, is represented by
shares into which such Company Voting Securities were converted pursuant to such
Reorganization or Sale), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Reorganization or
Sale, (B) no person (other than (x) the Company, (y) any employee benefit plan
(or related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 25% or more of the outstanding Company
Voting Securities) is the beneficial owner, directly or indirectly, of 25% or
more of the total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation), and (C) at least a majority of the
members of the board of directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) following the consummation of the
Reorganization or Sale were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such
Reorganization or Sale (any Reorganization or Sale which satisfies all of the
criteria specified in (A), (B) and (C) above shall be deemed to be a
"Non-Qualifying Transaction"); or

                  (d) approval by the stockholders  of the Company of a complete
liquidation  or dissolution of the Company.

         3. Employment Period. The Company hereby agrees to continue Executive
in its employ of the Company, and Executive hereby agrees to remain in the
employ of the Company subject to the terms and conditions of this Agreement, for
the period commencing on the Effective Date and ending on the third anniversary
of such date (the "Employment Period").

                                       59

<PAGE>


         4.       Terms of Employment.

                  (a)      Position and Duties.

                           (i) During the Employment Period, (A) Executive's
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately preceding the
Effective Date, and (B) Executive's services shall be performed at the location
where Executive was employed immediately preceding the Effective Date or any
office or location less than 35 miles from such location.

                           (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which Executive is entitled, Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to Executive hereunder, to use
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) engage in other business activities that do not
represent a conflict of interest with the full execution of his duties to the
Company, and (C) manage personal investments, so long as such activities do not
significantly interfere with the performance of Executive's responsibilities as
an employee of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of Executive's responsibilities to the Company.

                  (b)      Compensation.

                           (i) Base Salary. During the Employment Period,
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which has been earned but
deferred, to Executive by the Company and its affiliated companies in respect of
the 12-month period immediately preceding the month in which the Effective Date
occurs. During the Employment Period, the Annual Base Salary shall be reviewed
no more than 12 months after the last salary increase awarded to Executive prior
to the Effective Date and thereafter at least annually. Any increase in Annual
Base Salary shall not serve to limit or reduce any other obligation to Executive
under this Agreement. Annual Base Salary shall not be reduced after any such
increase and the term Annual Base Salary as utilized in this Agreement shall
refer to Annual Base Salary as so increased. As used in this Agreement, the term
"affiliated companies" shall include any company controlled by, controlling or
under common control with the Company.

                           (ii) Annual Bonus. In addition to Annual Base Salary,
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to
Executive's highest annual bonus for the last three full fiscal years prior to
the Effective Date (annualized in the event that Executive was not employed by
the Company for the whole of such fiscal year). Each such Annual Bonus shall be
paid no later than the end of the third month of the fiscal year next following
the fiscal year for which the Annual Bonus is awarded, unless Executive shall
elect to defer the receipt of such Annual Bonus.

                           (iii) Incentive, Savings and Retirement Plans. During
the Employment Period, retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated
companies ("Peer Executives"), but in no event shall such plans, practices,
policies and programs provide Executive with incentive opportunities, savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company and its affiliated companies for Executive under such plans, practices,
policies and programs as in effect at any time during the 120-day period
immediately preceding the Effective Date or if more favorable to Executive,
those provided generally at any time after the Effective Date to Peer
Executives.

                                       60

<PAGE>

                           (iv) Welfare Benefit Plans. During the Employment
Period, Executive and/or Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to
Peer Executives.

                           (v) Expenses. During the Employment Period, Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by Executive in accordance with the policies, practices and procedures
of the Company applicable to Peer Executives.

                           (vi) Fringe Benefits. During the Employment Period,
Executive shall be entitled to fringe benefits in accordance with the plans,
practices, programs and policies of the Company applicable to Peer Executives.

         5.       Termination of Employment.

                  (a) Death or Disability. Executive's employment shall
terminate automatically upon Executive's death during the Employment Period. If
the Company determines in good faith that the Disability of Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to Executive written notice in accordance with
Section 13(b) of this Agreement of its intention to terminate Executive's
employment. In such event, Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by Executive
(the "Disability Effective Date"), provided that, within the 30 days after such
receipt, Executive shall not have returned to full-time performance of
Executive's duties. For purposes of this Agreement, "Disability" shall mean the
inability of Executive, as determined by the Board, to perform the essential
functions of his regular duties and responsibilities, with or without reasonable
accommodation, due to a medically determinable physical or mental illness which
has lasted (or can reasonably be expected to last) for a continuous period of
six (6) months during any continuous twelve (12) month period.

                 (b) Cause. The Company may terminate Executive's employment
during the Employment Period with or without Cause. For purposes of this
Agreement, "Cause" shall mean:

                           (i) the willful and continued failure of Executive to
perform substantially Executive's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness, and
specifically excluding any failure by Executive, after reasonable efforts, to
meet performance expectations), after a written demand for substantial
performance is delivered to Executive by the Chief Executive Officer or the
Board of Directors of the Company, which specifically identifies the manner in
which the Chief Executive Officer or the Board believes that Executive has not
substantially performed Executive's duties, or

                           (ii) the willful engaging by Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.

         For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith and without reasonable belief that Executive's
action or omission was in the best interests of the Company. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
applicable Board of Directors or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of the Company. The cessation
of employment of Executive shall not be deemed to be for Cause unless and until
there shall have been delivered to Executive a copy of a resolution duly adopted
by the affirmative vote of not less than two-thirds of the entire membership of
the applicable Board of Directors (excluding Executive) at a meeting of such
Board called and held for such purpose (after reasonable notice is provided to
Executive and Executive is given an opportunity, together with counsel, to be
heard before such Board), finding that, in the good faith opinion of such Board,
Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail.

                  (c) Good Reason.  Executive's  employment  may be terminate
by Executive for Good Reason or for no reason.  For purposes of this Agreement,
"Good Reason" shall mean:
                                       61

<PAGE>

                         (i) without the written consent of Executive, the
assignment to Executive of any duties inconsistent in any material respect with
Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as in effect on the
Effective Date, or any other action by the Company which results in a diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof
given by Executive;

                           (ii) without the written consent of Executive, the
Company requiring Executive to be based at a location that is more than 35 miles
from Rocky Mount, North Carolina;

                           (iii) a reduction in Executive's Base Salary and
benefits as in effect on the Effective Date or as the same may be increased from
time to time;

                           (iv) the failure by the Company (a) to continue in
effect any compensation plan in which Executive participates as of the Effective
Date that is material to Executive's total compensation, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or (b) to continue Executive's participation
therein (or in such substitute or alternative plan) on a basis not materially
less favorable, both in terms of the amount of benefits provided and the level
of Executive's participation relative to other participants; or

                           (v) the material breach of this Agreement by the
Company.

         For purposes of this Section 5(c), any good faith determination of
"Good Reason" made by Executive shall be conclusive. Anything in this Agreement
to the contrary notwithstanding, a termination by Executive for any reason
during the 30-day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.

                  (d) Notice of Termination. Any termination by the Company for
Cause, or by Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated and (iii) specifies the termination
date (which date shall be not less than 60 days after the giving of such
notice). If a dispute exists concerning the provisions of this Agreement that
apply to Executive's termination of employment, the parties shall pursue the
resolution of such dispute with reasonable diligence. Within five (5) days of
such a resolution, any party owing any payments pursuant to the provisions of
this Agreement shall make all such payments together with interest accrued
thereon at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue
Code of 1986, as amended (the "Code"). The failure by either party to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of such party
hereunder or preclude such party from asserting such fact or circumstance in
enforcing such party's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means (i) if
Executive's employment is terminated other than by reason of death or
Disability, the date of receipt of the Notice of Termination, or any later date
specified therein, or (ii) if Executive's employment is terminated by reason of
death or Disability, the Date of Termination will be the date of death or the
Disability Effective Date, as the case may be.

         6.       Obligations of the Company upon Termination.

                  (a) Good Reason; Other Than for Cause, Death or Disability.
If, during the Employment Period, the Company shall terminate Executive's
employment other than for Cause or Disability, or Executive shall terminate
employment for Good Reason, then in consideration of Executive's services
rendered prior to such termination:

                                       62
<PAGE>

                         (i) the Company shall pay to Executive in a lump sum
in cash within thirty (30) days after the Date of Termination the aggregate of
the following amounts:

                                     A. the sum of (1) Executive's Base Salary
through the Date of Termination to the extent not theretofore paid, (2) the
product of (x) Executive's average annual bonus from the Company, including any
bonus or portion thereof which has been earned but deferred, for any of the last
three full fiscal years prior to the Date of Termination (such amount being
referred to as the "Average Annual Bonus") and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, (3) any accrued vacation pay
to the extent not theretofore paid, and (4) unless Executive has elected a
different payout date in a prior deferral election, any compensation previously
deferred by Executive (together with any accrued interest or earnings thereon)
to the extent not theretofore paid (the sum of the amounts described in clauses
(1), (2), (3) and (4) shall be hereinafter referred to as the "Accrued
Obligations"); and

                                     B. the amount equal to three (3) times the
sum of (x) Executive's Annual Base Salary at the rate in effect on the Date of
Termination, and (y) Executive's Average Annual Bonus;

                           (ii) for a period of three (3) years from the Date of
Termination, the Company shall continue benefits to Executive and/or Executive's
family that are at least equal, on an after-tax basis, to those which would have
been provided to them in accordance with the medical and other welfare plans
described in Section 4(b)(iv) of this Agreement if Executive's employment had
not been terminated; provided, however, that if Executive becomes re-employed
with another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other welfare
benefits described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility; and

                           (iii) all unvested stock options to acquire stock of
the Company and all awards of restricted stock of the Company held by Executive
as of the Date of Termination shall be immediately and fully vested as of the
Date of Termination and, in the case of stock options, shall be fully
exercisable as of the Date of Termination; and

                           (iv) to the extent not theretofore paid or provided,
the Company shall timely pay or provide to Executive any other amounts or
benefits required to be paid or provided or which Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits").

                  (b) Death or Disability. If Executive's employment is
terminated by reason of Executive's death or Disability during the Employment
Period, this Agreement shall terminate without further obligations to Executive
or Executive's legal representatives under this Agreement, other than for
payment of Accrued Obligations and the timely payment or provision of Other
Benefits. Accrued Obligations shall be paid to Executive's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term Other
Benefits as used in this Section 6(b) shall include, without limitation, and
Executive or Executive's estate and/or beneficiaries shall be entitled to
receive, benefits under such plans, programs, practices and policies relating to
death or disability, if any, as are applicable to Executive on the Date of
Termination.

                  (c) Cause or Voluntary Termination without Good Reason. If
Executive's employment shall be terminated for Cause during the Employment
Period, or if Executive voluntarily terminates employment during the Employment
Period without Good Reason, this Agreement shall terminate without further
obligations to Executive, other than for payment of Accrued Obligations
(excluding the pro-rata bonus described in clause 2 of Section 6(a)(i)) and the
timely payment or provision of Other Benefits.

                  (d) Expiration of Employment Period. If Executive's employment
shall be terminated due to the normal expiration of the Employment Period, this
Agreement shall terminate without further obligations to Executive, other than
for payment of Accrued Obligations and the timely payment or provision of Other
Benefits.

         7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its

                                       63
<PAGE>

affiliated companies and for which Executive may qualify, nor, subject to
Section 13(f), shall anything herein limit or otherwise affect such rights as
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which Executive
is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company or any of its affiliated companies
at or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

         8. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against
Executive or others. In no event shall Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to Executive under any of the provisions of this Agreement and, except as
explicitly provided herein, such amounts shall not be reduced whether or not
Executive obtains other employment.

         9. Costs of Enforcement. In any action taken in good faith relating to
the enforcement of this Agreement or any provision herein, Executive shall be
entitled to be paid any and all costs and expenses incurred by him in enforcing
or establishing his rights thereunder, including, without limitation, reasonable
attorneys' fees, whether suit be brought or not, and whether or not incurred in
trial, bankruptcy or appellate proceedings. Executive shall also be entitled to
be paid all reasonable legal fees and expenses, if any, incurred in connection
with any tax audit or proceeding to the extent attributable to the application
of Section 4999 of the Internal Revenue Code to any payment or benefit
hereunder. Such payments shall be made within five (5) business days after
delivery of Executive's respective written requests for payment accompanied with
such evidence of fees and expenses incurred as the Company reasonably may
require.

         10. Confidential Information. Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by Executive
during Executive's employment by the Company or any of its affiliated companies
and which shall not be or become public knowledge (other than by acts by
Executive or representatives of Executive in violation of this Agreement). After
termination of Executive's employment with the Company or such affiliated
companies, Executive shall not, without the prior written consent of the Company
or as may otherwise be required by law or legal process, communicate or divulge
any such information, knowledge or data to anyone other than the Company and
those designated by it.

                                       64

<PAGE>


         11.      Mandatory Reduction of Payments in Certain Events.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then, prior to the making of any
Payment to Executive, a calculation shall be made comparing (i) the net benefit
to Executive of the Payment after payment of the Excise Tax and all federal,
state and local income taxes with respect to the Payment (and any interest and
penalties imposed with respect thereto), to (ii) the net benefit to Executive
after the payment of all federal, state and local income taxes with respect to
the Payment (and any interest and penalties imposed with respect thereto) if the
Payment had been limited to the extent necessary to avoid being subject to the
Excise Tax. If the amount calculated under (i) above is less than the amount
calculated under (ii) above, then the Payment shall be limited to the extent
necessary to avoid being subject to the Excise Tax (the "Reduced Amount"). In
that event, Executive shall direct which Payments are to be modified or reduced.

                  (b) The determination of whether an Excise Tax would be
imposed, the amount of such Excise Tax, and the calculation of the amounts
referred to Section 11(a)(i) and (ii) above shall be made by the Company's
regular independent accounting firm at the expense of the Company or, at the
election and expense of Executive, another nationally recognized independent
accounting firm (the "Accounting Firm") which shall provide detailed supporting
calculations. Any determination by the Accounting Firm shall be binding upon the
Company and Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Payments which Executive was
entitled to, but did not receive pursuant to Section 11(a), could have been made
without the imposition of the Excise Tax ("Underpayment"). In such event, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of Executive.

         12.      Successors.

                  (a) This Agreement is personal to Executive and without the
prior written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by Executive's legal
representatives.

                  (b)  This Agreement shall inure to the benefit of and be
binding  upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

         13.      Miscellaneous.

                  (a) Waiver. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.

                  (b) Severability. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

                                       65

<PAGE>

                  (c) Status Prior to Effective Date. Executive and the Company
acknowledge that, except as may otherwise be provided under any other written
agreement between Executive and the Company, the employment of Executive by the
Company is "at will" and, subject to Section 1(a) hereof, prior to the Effective
Date, Executive's employment may be terminated by either Executive or the
Company at any time prior to the Effective Date, in which case Executive shall
have no further rights under this Agreement. However, absent termination of
employment of Executive, this Agreement may not be terminated by the Company
during the Change of Control Period and before the Effective Date. From and
after the Effective Date, this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof, including without
limitation any then-current employment agreement between the Company or any of
its subsidiaries and Executive.

                  (d) Governing Law. Except to the extent preempted by federal
law, and without regard to conflict of laws principles, the laws of the State of
North Carolina shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.

                  (e) Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered or three days after mailing if
mailed, first class, certified mail, postage prepaid:

                 To the Company:     Centura Banks, Inc.
                                              134 North Church Street
                                              Rocky Mount, North Carolina 27804
                                              Attention: Chief Executive Officer

                 To Executive:               __________________
                                             __________________
                                             __________________
                                             __________________

Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

                  (f) Amendments and Modifications. This Agreement may be
amended or modified only by a writing signed by both parties hereto, which makes
specific reference to this Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Change in Control Agreement as of the date first above written.

                                               CENTURA BANKS, INC.


                                               By:  /s/ Cecil W. Sewell, Jr.
                                               Title:  Chief Executive Officer


                                               EXECUTIVE:


                                               /s/ Scott M. Custer


                                       66
<PAGE>

</TEXT>
</DOCUMENT>
