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 or her true and lawful attorneys,
with full power of substitution to execute, deliver and file in
its, his or her name and on its, his or her 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, and the related Series A Junior Participating Preferred
Stock Purchase Rights to be issued pursuant to the CCB Financial
Corporation Long-Term Incentive Plan 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 Statement"), (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 Statement; 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, his
or her signatures as the same may be signed by said attorneys to
any of all of such Registration Statement 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 amendatory 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 or her hand on the date
indicated below.
CCB FINANCIAL CORPORATION
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Vice Chairman, President and
Chief Executive Officer
Dated: March 10, 1998
/s/ ERNEST C. ROESSLER Vice Chairman and President March 10, 1998
Ernest C. Roessler (Chief Executive Officer)
/s/ WILLIAM L. ABERCROMBIE, JR.Vice Chairman March 10, 1998
William L. Abercrombie, Jr.
/s/ JOHN M. BARNHARDT Director March 10, 1998
John M. Barnhardt
/s/ J. HARPER BEALL, III Director March 10, 1998
J. Harper Beall, III
/s/ JAMES B. BRAME, JR. Director March 10, 1998
James B. Brame, Jr.
/s/ TIMOTHY B. BURNETT Director March 10, 1998
Timothy B. Burnett
/s/ W. L. BURNS, JR. Chairman of the March 10, 1998
W. L. Burns, Jr. Board of Directors
/s/ BLAKE P. GARRETT, JR. Director March 10, 1998
Blake P. Garrett, Jr.
Director March ___, 1998
Edward S. Holmes
Director March ___, 1998
Bonnie McElveen-Hunter
Vice Chairman March ___, 1998
David B. Jordan
Director March ___, 1998
C. Dan Joyner
/s/ OWEN G. KENAN Director March 10, 1998
Owen G. Kenan
Director March ___, 1998
Eugene J. McDonald
/s/ HAMILTON W. MCKAY, JR. Director March 10, 1998
Hamilton W. McKay, Jr., M.D.
Director March ___, 1998
George J. Morrow
/s/ ERIC B. MUNSON Director March 10, 1998
Eric B. Munson
Director March ___, 1998
Dr. David E. Shi
/s/ MILES J. SMITH, JR. Director March 10, 1998
Miles J. Smith, Jr.
Director March ___, 1998
Jimmy K. Stegall
/s/ H. ALLEN TATE, JR. Director March 10, 1998
H. Allen Tate, Jr.
/s/ JAMES L. WILLIAMSON Director March 10, 1998
James L. Williamson
/s/ PHAIL WYNN, JR. Director March 10, 1998
Dr. Phail Wynn, Jr.
/s/ ROBERT L. SAVAGE, JR. Senior Vice President March 10, 1998
Robert L. Savage, Jr. and Chief Financial
Officer
/s/ W. HAROLD PARKER, JR. Senior Vice President March 10, 1998
W. Harold Parker, Jr. and Controller (Chief
Accounting Officer)