Amended & Restated Articles of Incorporation

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 ...