(FACE OF CERTIFICATE)
COMMON STOCK COMMON STOCK
NUMBER SHARES
CCB ____________ VIGNETTE ______________
THIS CERTIFICATE IS
TRANSFERABLE IN CRANFORD,
N.J. OR IN NEW YORK, N.Y.
INCORPORATED UNDER THE
LAWS OF THE STATE OF
NORTH CAROLINA CUSIP 124875 10 5
SEE REVERSE FOR CERTAIN
DEFINITIONS AND RIGHTS LEGEND
CCB FINANCIAL CORPORATION
This is to Certify that
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
is the owner of ___________________________________________
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 _______________
(CORPORATE SEAL)
/s/ ERNEST C. ROESSLER
CHAIRMAN, PRESIDENT COUNTERSIGNED AND REGISTERED:
AND CHIEF EXECUTIVE REGISTRAR AND TRANSFER COMPANY
OFFICER (CRANFORD, NEW JERSEY)
/s/ LEO P. PYLYPEC TRANSFER AGENT
SECRETARY AND REGISTRAR
BY ___________________________
AUTHORIZED SIGNATURE
(REVERSE SIDE OF 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.
Legend printed on left margin:
This certificate also evidences and entitles the holder hereof to
certain rights ("Rights") as set forth in the Amended and
Restated Rights Agreement between CCB Financial Corporation and
Central Carolina Bank and Trust Company, as Rights Agent, dated
as of October 1, 1988 and as amended and supplemented thereafter
(the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file
at the principal executive offices of CCB Financial Corporation.
Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. CCB
Financial Corporation will mail to the holder of this certificate
a copy of the Rights Agreement without charge after receipt of a
written request therefor. As described in the Rights Agreement,
Rights issued to any Person (including its Affiliates) who
becomes an Acquiring Person (as defined in the Rights Agreement)
shall become null and void.
For value received, __________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(BOX)
____________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
____________________________________________________________
____________________________________________________________
______________________________________________________ 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.
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 TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.