STATE OF NORTH CAROLINA
COUNTY OF COLUMBUS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and executive officers of UNITED CAROLINA BANCSHARES CORPORATION (the
"Corporation") has made, constituted and appointed and, by these presents,
hereby makes, constitutes and appoints HOWARD V. HUDSON, JR., RONALD C. MONGER,
WILLIAM R. LATHAN, JR. and RAYMOND W. HINES, and each of them, jointly and
severally, his true and lawful agents and attorneys-in-fact, with full power of
substitution and resubstitution, and with full power and authority for him and
in his name, place and stead, to sign for the undersigned and in his name as a
director or officer of the Corporation a Registration Statement on Form S-4, as
well as any Amendments to such Registration Statement, and to file the same with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the shares of common stock of the Corporation which will be
offered and sold to shareholders of Seaboard Savings Bank, Inc., SSB
("Seaboard") upon the conversion of the outstanding shares of Seaboard's common
stock into shares of the Corporation's common stock in connection with the
merger of Seaboard with and into United Carolina Bank, the Corporation's
wholly-owned subsidiary.
Further, each of the undersigned hereby grants to said agents
and attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said agents and
attorneys-in-fact or either of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto signed their
names on the dates indicated.
Signature Date
/s/ E. Rhone Sasser October 19, 1995
E. Rhone Sasser, Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)
/s/ Ronald C. Monger October 19, 1995
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Ronald C. Monger, Executive Vice
President and Chief Financial Officer
(principal financial officer)
/s/ John F. Watson October 19, 1995
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John F. Watson, Controller
(principal accounting officer)
/s/ J. W. Adams October 19, 1995
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J. W. Adams, Director
/s/ John V. Andrews October 19, 1995
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John V. Andrews, Director
October , 1995
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Russell M. Carter, Director
/s/ W. E. Carter October 19, 1995
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W. E. Carter, Director
/s/ Alfred E. Cleveland October 19, 1995
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Alfred E. Cleveland, Director
/s/ James L. Cresimore October 19, 1995
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James L. Cresimore, Director
/s/ Thomas P. Dillon October 19, 1995
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Thomas P. Dillon, Director
/s/ C. Frank Griffin October 19, 1995
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C. Frank Griffin, Director
/s/ James C. High October 19, 1995
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James C. High, Director
/s/ Jack E. Shaw October 19, 1995
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Jack E. Shaw, Director
/s/ Harold B. Wells October 19, 1995
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Harold B. Wells, Director
/s/ Charles M. Winston October 19, 1995
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Charles M. Winston, Director