ROCKY MOUNT, N.C. -- Centura Banks Inc. said it has agreed to acquire Cleveland Federal Bank. an $88 million-asset thrift based in Shelby, N.C., for $15.5 million in stock.

Cleveland Federal has $68 million in loans, $76 million in deposits, and the fourth-largest deposit market share in Cleveland County.

Under the agreement, Cleveland Federal shareholders will receive 3.1 shares of Centura common stock for each share of Cleveland Federal stock ff the average closing price of Centura common stock is $27 per share or higher.

The transaction will be tax free for Cleveland Federal shareholders and is expected to close in the first quarter of 1995, subject to shareholder and regulatory approvals. Centura has assets of $4.2 billion.

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