EXHIBIT 24
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 W. L. Burns, Jr., Ernest C.
Roessler and W. Harold Parker, Jr., or any of them, its and his or her true and
lawful attorneys, with full power of substitution to execute, deliver and file
in its or his or her name and on its or his or her behalf, and in each of the
undersigned Officer's and Director's capacity or capacities as shown below, (a)
Registration Statement on Form S-4 (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, $5.00 par value, to be issued in
connection with the acquisition of Security Capital Bancorp, 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; 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 as each
of said Officers and Directors might or could do personally in his or her
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 or her 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 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 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
(REGISTRANT)
By: /s/ ERNEST C. ROESSLER
ERNEST C. ROESSLER, PRESIDENT
Dated: November 4, 1994
SIGNATURES
SIGNATURE CAPACITY DATE
/s/ ERNEST C. ROESSLER President, Chief Executive Officer and November 4, 1994
Director (Principal Executive Officer)
(ERNEST C. ROESSLER)
/s/ W. HAROLD PARKER, JR. Senior Vice President and Controller November 4, 1994
(Principal Financial Officer and Principal
(W. HAROLD PARKER, JR.) Accounting Officer)
/s/ W. L. BURNS, JR. Chairman and Director November 4, 1994
(W. L. BURNS, JR.)
/s/ Director November 4, 1994
(J. HARPER BEALL, III)
/s/ TIMOTHY B. BURNETT Director November 4, 1994
(TIMOTHY B. BURNETT)
/s/ ARTHUR W. CLARK Director November 4, 1994
(ARTHUR W. CLARK)
/s/ MRS. FRANCES HILL FOX Director November 4, 1994
(MRS. FRANCES HILL FOX)
/s/ GEORGE R. HERBERT Director November 4, 1994
(GEORGE R. HERBERT)
/s/ Director November 4, 1994
(OWEN G. KENAN)
/s/ HAMILTON W. MCKAY, JR., M.D. Director November 4, 1994
(HAMILTON W. MCKAY, JR., M.D.)
/s/ H. ALLEN TATE, JR. Director November 4, 1994
(H. ALLEN TATE, JR.)
/s/ JAMES B. BRAME, JR. Director November 4, 1994
(JAMES B. BRAME, JR.)
/s/ KINSLEY VAN R. DEY, JR. Director November 4, 1994
(KINSLEY VAN R. DEY, JR.)
/s/ Director November 4, 1994
(T. E. HAIGLER, JR.)
/s/ EDWARD S. HOLMES Director November 4, 1994
(EDWARD S. HOLMES)
/s/ EUGENE J. MCDONALD Director November 4, 1994
(EUGENE J. MCDONALD)
/s/ ERIC B. MUNSON Director November 4, 1994
(ERIC B. MUNSON)
/s/ JOHN B. STEDMAN Director November 4, 1994
(JOHN B. STEDMAN)
/s/ DR. PHAIL WYNN, JR. Director November 4, 1994
(DR. PHAIL WYNN, JR.)