COMMON STOCK COMMON STOCK
CCB NUMBER _____________ SHARES ___________
(VIGNETTE)
THIS CERTIFICATE IS TRANSFERABLE
IN CRANFORD, N.J. OR IN NEW YORK, N.Y.
CUSIP 124875 10 5
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF NORTH CAROLINA AND RIGHTS LEGEND
CCB FINANCIAL CORPORATION
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|This is to Certify that |
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|is the owner of |
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF
$5.00 PER SHARE OF CCB FINANCIAL CORPORATION transferable only on the
Books of the Corporation by the registered owner hereof in person or
by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated __________________
/s/ E C ROESSLER COUNTERSIGNED AND REGISTERED:
President and REGISTRAR AND TRANSFER COMPANY
Chief Executive Officer (CRANFORD, NEW JERSEY)
TRANSFER AGENT AND
REGISTRAR
(SEAL OF CCB FINANCIAL CORPORATION)
/s/ LEO P PYLYPEC BY _____________________
Secretary AUTHORIZED SIGNATURE
(REVERSE SIDE OF STOCK CERTIFICATE)
CCB FINANCIAL CORPORATION
CCB Financial Corporation is authorized to issue common and
preferred stock. The Corporation will upon request furnish any
shareholder, without charge, information as to the number of such
shares authorized and outstanding and a copy of the portions of the
charter or resolutions containing the designations, preferences,
limitations and relative rights of all shares and any series thereof.
Any such request may be addressed to the Secretary of the Corporation
at its executive offices in Durham, North Carolina.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________
(State)
Additional abbreviations may also be used though not
in the above list.
For value received, __________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
ADDRESSEE)
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___________________________________________________________ shares
of the Common Stock represented by the within certificate and do
hereby irrevocably constitute and appoint _______________________
___________________________________________________________ Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated _________________
SIGNATURE(S): _______________________________
_______________________________
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE, IN
EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:
_______________________________
THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO SEC
RULE 17 AD-15.
This certificate also evidences and entitles the Holder hereof to
certain Rights as set forth in a Rights Agreement between CCB
Financial Corporation and Central Carolina Bank and trust Company, as
Rights Agent, dated as of February 26, 1990 (the "Rights Agreement"),
the terms of which are incorporated herein by reference and a copy of
which is on file at the executive offices of CCB Financial
Corporation. Under certain circumstances, as set forth in the Rights
Agreement, such Right will be evidenced by separate certificates and
will no longer be evidenced by this certificate. As described in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring
Person (as defined in the Rights Agreement) shall become null and
void. The Secretary of the Corporation will mail to the Holder of
this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN,
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TOT HE ISSUANCE OF A REPLACEMENT CERTIFICATE.