UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 12, 1998
CCB Financial Corporation
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
111 Corcoran Street, Post Office Box 931, Durham, NC 27702
(Address of principal executive offices)
Registrant's telephone number, including area code (919) 683-7777
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
The Registrant and its lead bank subsidiary, Central
Carolina Bank and Trust Company ("CCB"), have entered into
employment and amended and restated change of control
agreements (the "Executive Agreements") with the
Registrant's three executive officers. The Executive
Agreements provide that Ernest C. Roessler will be employed
as President and Chief Executive Officer and J. Scott
Edwards and Richard L. Furr will be employed as Executive
Vice Presidents. The agreement for Mr. Roessler has a five-
year term and the agreements for Messrs. Edwards and Furr
provide for a three-year term (collectively the "Employment
Period"); all of the Executive Agreements include provisions
for automatic one-year extensions under certain conditions.
In addition, the Executive Agreements provide, among other
benefits, that the Registrant and CCB will maintain split-
dollar life insurance agreements with the respective
executive officers and maintain related executive officer-
owned life insurance policies.
The Executive Agreements provide that, if during the
Employment Period, the Registrant or CCB terminate an
Executive Agreement other than for Cause or Disability or
the executive officer terminates it for Good Reason (as
defined therein), in any of the foregoing cases within one
year following a Change in Control (as defined therein),
then the executive officer shall be entitled to receive,
among other things and in addition to compensatory amounts
owed to him for the current fiscal year, an amount equal to
2.99 times the total of the executive officer's base salary
and aggregate cash bonus for the last completed fiscal year
as well as accelerated vesting of certain employee benefits.
The Executive Agreements supersede the change of control
agreements that were adopted in 1995.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Employment and Amended and Restated
Change of Control Agreement dated January 12, 1998 by
and among Registrant, Central Carolina Bank and Trust
Company and Ernest C. Roessler
Exhibit 10.2 Employment and Amended and Restated
Change of Control Agreement dated January 27, 1998 by
and among Registrant, Central Carolina Bank and Trust
Company and Richard L. Furr
Exhibit 10.3 Employment and Amended and Restated
Change of Control Agreement dated January 21, 1998 by
and among Registrant, Central Carolina Bank and Trust
Company and J. Scott Edwards
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CCB FINANCIAL CORPORATION
Date: March 16, 1998 By: /s/ ROBERT L. SAVAGE, JR.
Robert L. Savage, Jr.
Senior Vice President and
Chief Financial Officer
Date: March 16, 1998 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President and
Chief Accounting Officer