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CENTURA TO MERGE WITH ORANGE FEDERAL SAVINGS AND LOAN

 CENTURA TO MERGE WITH ORANGE FEDERAL SAVINGS AND LOAN
 ROCKY MOUNT, N.C., July 6 /PRNewswire/ -- Centura Banks Inc. (NYSE: CBC) and Orange Federal Savings and Loan Association in Chapel Hill, N.C., have reached an agreement to merge.
 Orange Federal, which had assets of $95 million as of March 31, 1992, has four offices: two in Chapel Hill, one in Carrboro and one in Hillsborough.
 Under the agreement, Orange Federal shareholders will receive one share of Centura Banks Inc. common stock for each share of Orange Federal common stock if the average closing price of Centura stock during the 10-day period ending three days before the transaction date equals or exceeds $17 per share. If the average closing price of Centura stock during the 10-day period is less than $17 per share but greater than $15 per share, the exchange ratio will be adjusted so that Orange Federal shareholders will receive Centura shares valued at approximately $17 for every share of Orange Federal stock.
 If the average closing price of Centura stock during the 10-day period is less than $15 per share but greater than or equal to $12 per share, Orange Federal shareholders will receive 1.133 shares of Centura stock for each Orange Federal share. If the average price of Centura stock during the 10-day period falls below $12 per share, Orange Federal has the right to terminate the transaction, subject to an adjustment by Centura of the exchange ratio to give Orange Federal shareholders Centura stock valued at $14.57 for each share of Orange Federal.
 The closing price of Centura stock on July 2, 1992, was $18.75 per share.
 In connection with the transaction, Orange Federal has granted Centura the option to purchase up to 19.9 percent of Orange Federal's outstanding stock. The option will expire at the completion of the transaction.
 The transaction is subject to a number of approvals by applicable regulatory authorities, including the Office of Thrift Supervision.
 "This is a sound, strategic move for Centura," said J. Richard Futrell Jr., chairman and chief executive officer. "Orange Federal is a well-managed, very profitable thrift located in a very attractive market."
 Edward N. Mann, Jr., president and chief executive officer of Orange Federal, said the board of directors had been considering merger possibilities carefully during the past year.
 "After an exhaustive analysis of our options, the board of directors decided merging with Centura would best serve everyone who has a stake in our business," Mann said. "This merger will mean more value for our shareholders, more opportunities for our employees and additional services for our customers."
 Orange Federal has $85 million in loans, $81.4 million in deposits and controls 12 percent of the market in Orange County. It is a very healthy savings and loan, having avoided the problems of many thrifts by concentrating mostly on home mortgage loans and savings accounts.
 The merger with Orange Federal, which should be complete in early 1993, is a continuation of Centura's strategy of filling in markets where the bank already has a presence.
 "Orange County will be a great market for us, one we've wanted to enter for quite some time," said Robert R. Mauldin, president. "This merger also gives Centura 24 offices in the Triangle area, one of the most important banking markets in the state."
 Centura Banks Inc., with its subsidiaries Centura Bank and Mid-South Bank in Sanford, had total assets on March 31, 1992, of $2.7 billion.
 -0- 7/6/92
 /CONTACT: Cecil W. Sewell Jr. of Centura Banks, 919-977-4813, or Edward N. Mann Jr. of Orange Federal Savings and Loan, 919-942-3138/
 (CBC) CO: Centura Banks Inc.; Orange Federal Savings and Loan Association ST: North Carolina IN: FIN SU: TNM


CM -- CH004 -- 6748 07/06/92 16:50 EDT
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Date:Jul 6, 1992
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