Triad Bank
                        113 North Greene Street
                   Greensboro, North Carolina  27420

        APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS

   
    The  undersigned  hereby  appoints James E. Mims and Kenneth M.
Greene (the "Proxies"), or either of them, as proxies, with  full  power
of substitution, to vote the shares of the common stock of Triad Bank
(the "Bank") held of record by the undersigned  on  January 2,
1996, at the Special Meeting of Shareholders of Triad (the "Special
Meeting") to be held at  Holiday Inn Four Seasons, 3121 High Point Road 
at I-40,  Greensboro,  North Carolina,  at 10:00 a.m. on February 27, 1996, 
and at any adjournments thereof. The  undersigned  hereby  directs  that  
the  shares represented  by  this appointment of proxy be voted as follows 
on the proposals listed below:
    

1.  PROPOSAL  TO  APPROVE  AGREEMENT.  Proposal to approve the Agreement
    and Plan of Reorganization and Merger dated as of October  19,  1995
    (the "Agreement"), between Triad, United Carolina Bancshares
    Corporation ("Bancshares") and United Carolina  Bank ("UCB"), and to
    approve the transactions described in the Agreement, including,
    without limitation, the merger  of Triad into UCB with the result
    that the outstanding shares of Triad's common stock, $2.50 par value
    per share, will be converted into shares of Bancshares' common
    stock, $4.00 par value per share.

            ( )  FOR                  ( ) AGAINST              ( ) ABSTAIN
                                                       


2.  OTHER  BUSINESS.    On such other matters as properly may come
    before the Special Meeting, the persons named herein as Proxies  are
    authorized  to  vote  the  shares represented by this appointment of
    proxy in accordance with their best judgment.


PLEASE  SIGN  AND  DATE THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE
AND RETURN IT TO TRIAD IN THE ENCLOSED ENVELOPE.  THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1 ABOVE.





    THE  SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED
AS DIRECTED ABOVE.  IN THE ABSENCE OF ANY DIRECTION, THE  PROXIES  WILL
VOTE THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY FOR PROPOSAL 1.
SHOULD OTHER MATTERS PROPERLY COME  BEFORE  THE  SPECIAL  MEETING,  THE
PROXIES WILL BE AUTHORIZED TO VOTE THE SHARES REPRESENTED BY THIS
APPOINTMENT OF PROXY  IN  ACCORDANCE  WITH  THEIR  BEST JUDGMENT.  THIS
APPOINTMENT OF PROXY MAY BE REVOKED BY THE HOLDER OF THE SHARES TO WHICH
IT RELATES AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE
SECRETARY OF TRIAD A WRITTEN INSTRUMENT REVOKING IT OR  A DULY EXECUTED
APPOINTMENT OF PROXY BEARING A LATER DATE OR BY ATTENDING THE SPECIAL
MEETING AND ANNOUNCING HIS OR HER INTENTION TO VOTE IN PERSON.


               Dated:                            , 1996




               Signature of Owner of Shares


               Signature of Joint Owner of Shares (if any)

               Instruction:    Please  sign  above exactly as your name
               appears on this  appointment  of  proxy.    Joint owners
               of shares should both sign.    Fiduciaries  or  other
               persons signing in a representative capacity should
               indicate the capacity in which they are signing.















IMPORTANT:   TO INSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING,
PLEASE SEND IN YOUR APPOINTMENT OF PROXY WHETHER OR NOT  YOU  PLAN TO
ATTEND.  EVEN IF YOU SEND IN YOUR APPOINTMENT OF PROXY, YOU WILL BE ABLE
TO VOTE IN PERSON AT THE SPECIAL MEETING IF YOU SO DESIRE.