STATE OF NORTH CAROLINA
COUNTY OF WAYNE

EIGHTH AMENDMENT TO NONCOMPETITION AND CONSULTING AGREEMENT

     THIS   EIGHTH   AMENDMENT   TO  NONCOMPETITION  AND  CONSULTING  AGREEMENT
"(Eighth Amendment"),  made  and  entered  into as of the 31st day of December,
1997, by and between SOUTHERN BANK AND TRUST COMPANY, A North  Carolina banking
corporation  with its principal place of business in Mount Olive, Wayne County,
North  Carolina   (hereinafter  referred  to  as  "Southern")   and  Robert  S.
Williams, a  resident  of Wayne County, North Carolina (hereinafter referred to
as "Consultant");

                            W I T N E S E T H:

     WHEREAS, by  a  Noncompetition  and Consulting Agreement and Release, made
and  entered  into  as  of  the  31st day of December, 1989, by and between the
parties  hereto  (the  "Agreement"),  Southern  agreed  to  pay  to  Consultant
$3,033.33  per month for a noncompetition arrangement and $300.00 per month for
his  advisory  and  consulting  services, as well as various other benefits and
compensation, and  to  make  available  to Consultant office space, secretarial
assistance  and  other  equipment  and  facilities, plus  reimbursement for his
out-of-pocket  expenses  incurred  in  carrying  out his consulting obligations
pursuant  to  the  Agreement, which  Agreement was to be effective from January
1, 1990  through  December 31, 1990  and which was subsequently extended on the
28th  day  of  December  1990  for a term of one (1) year or until December 31,
1991; and  which was subsequently extended on the 31st day of December 1991 for
a  term of one (1) year or until December 31, 1992;  and which was subsequently
extended  on  the 31st day of December 1992 for a term of one (1) year or until
December 31, 1993; and  which  was  subsequently  extended  on  the 31st day of
December  1993 for a term of one (1) year or until December 31, 1994; and which
was  subsequently  extended  on the 31st day of December 1994 for a term of one
(1) year or until December 31, 1995; and which was subsequently extended on the
31st  day  of  December  1995  for a term of one (1) year or until December 31,
1996: and  subsequently extended on the 31st day of December 1996 for a term of
one (1) year or until December 31, 1997:

     WHEREAS,  Southern  and  Consultant  desire to extend the Agreement for an
additional  calendar  year, now  enter  into  this Eighth Amendment to evidence
their understanding of said extension and amendment.

     NOW, THEREFORE, for  and  in  consideration of the mutual promises between
the  parties  made  and other good and valuable considerations, the receipt and
sufficiency  of  which  are hereby acknowledged, the parties hereby do agree as
follows:

     1. The  Agreement  made  and  entered into as of the 31st day of December,
1989, by  and between Southern and Consultant, is hereby amended to continue in
effect for an additional term of one year, to be effective from January 1, 1998
through December 31, 1998.

     2. Paragraph  5  of  the  Agreement, "Covenant  Not To Compete," is hereby
amended  to  provide  that the monthly consideration for such Covenant shall be
$2,533.33,  with  the  first  such  payment to be made on or before January 30,
1996, and  each  successive  monthly payment thereafter to be made on or before
the  30th  day  of  each  month  through  and including December 30, 1996.  And
continue each month through and including December 30, 1997.  And continue each
month through and including December 30, 1998.

     3. All of the other terms and conditions of said Agreement shall remain in
full force and effect.

     IN  TESTIMONY  WHEREOF, Southern  has  caused  this eighth Amendment to be
executed  in its corporate name by its President, attested by its Secretary and
its corporate seal to be hereto affixed, all within the authority duly given by
its Board of Directors, and Consultant has hereunto set his hand and adopted as
his seal the typewritten word ``SEAL'' appearing beside his name, all as of the
day and year first above written.

                         SOUTHERN BANK AND TRUST COMPANY

                         By:/s/John C. Pegram
                            _____________________________
                            John C. Pegram, President

Attest:

/s/ David A. Bean, Secretary
    __________________________
    David A. Bean, Secretary

                           /s/ Robert S. Williams (SEAL)
                           ____________________________
                           Robert S. Williams