POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB
Financial Corporation, and the several undersigned officers and
directors thereof whose signatures appear below hereby makes,
constitutes and appoints Ernest C. Roessler and W. Harold Parker,
Jr. or either of them, its and his true and lawful attorneys,
with full power of substitution to execute, deliver and file in
its or his name and on its or his behalf, and in each of the
undersigned officer's and director's capacity or capacities as
shown below, (a) Registration Statements on Form S-8 (or other
appropriate form) with respect to the registration under the
Securities Act of 1933, as amended, of the shares of Common Stock
of CCB Financial Corporation, par value $5.00 per share, to be
issued pursuant to the Security Capital Bancorp Omnibus Stock
Ownership and Long-Term Incentive Plan, the Omni Capital Group,
Inc. 1988 Incentive Stock Option Plan and the Omni Capital Group,
Inc. 1988 Directors Non-Qualified Stock Option Plan, as amended,
and all documents in support thereof or supplemental thereto and
any and all amendments, including any and all post-effective
amendments, to the foregoing (hereinafter called the
"Registration Statements"), (b) such registration statements,
petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or
supplemental thereto, and any and all amendments or supplements
to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statements;
and each of CCB Financial Corporation and said officers and
directors hereby grants to said attorneys, or any of them, full
power and authority to do and perform each and every act and
thing whatsoever as said attorney may deem necessary or advisable
to carry out fully the intent of this power of attorney to the
same extent and with the same effect as CCB Financial Corporation
might or could do, and in each of said capacity or capacities as
aforesaid, and each of CCB Financial Corporation and said
officers and directors hereby ratifies and confirms all acts and
things which said attorneys might do or cause to be done by
virtue of this power of attorney and its or his signatures as the
same may be signed by said attorneys to any or all of the
following (and/or any and all amendments and supplements to any
or all thereof): such Registration Statements filed under the
Securities Act of 1933, as amended, and all such registration
statements, petitions, applications, consents to service of
process and other instruments, and any and all documents in
support thereof or supplemental thereto, filed under such
securities laws, regulations and requirements as may be
applicable.
IN WITNESS WHEREOF, CCB Financial Corporation has
caused this power of attorney to be signed on its behalf, and
each of the undersigned officers and directors in the capacity or
capacities noted has hereunto set his hand on the date indicated
below.
CCB FINANCIAL CORPORATION
(Registrant)
By: /s/Ernest C. Roessler
Ernest C. Roessler
Date: August 10, 1995
Signature Title Date
Vice Chairman,
President and
/s/Ernest C. Roessler Director August 10, 1995
Ernest C. Roessler (Principal
Executive
Officer)
Senior Vice
President and
Controller
/s/W. Harold Parker, Jr. (Principal August 10, 1995
W. Harold Parker, Jr. Financial and
Accounting
Officer)
/s/W. L. Burns, Jr. Chairman of August 9, 1995
W. L. Burns, Jr. the Board of
Directors
Vice Chairman
/s/David B. Jordan and August 9, 1995
David B. Jordan Director
/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
__________________ Director August __, 1995
Timothy B. Burnett
/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
__________________ Director August __, 1995
Owen G. Kenan
/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
/s/Hamilton W. McKay, Jr., M.D. Director August 9, 1995
Hamilton W. McKay, Jr., M.D.
/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
_____________________ Director August __, 1995
J. G. Rutledge, III
/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
_________________ Director August __, 1995
James L. Williamson
_____________________ Director August __, 1995
Dr. Phail Wynn, Jr.
RLMAIN/7249.