PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
CCB FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
CCB FINANCIAL CORPORATION
(Name of Person(s) Filing Proxy Statement)
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[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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CCB FINANCIAL CORPORATION
111 CORCORAN STREET
POST OFFICE BOX 931
DURHAM, NORTH CAROLINA 27702-0931
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1996
NOTICE is hereby given that the Annual Meeting of Shareholders of CCB
Financial Corporation (the "Corporation") will be held as follows:
PLACE: George Watts Hill Alumni Center, Stadium Drive at Ridge
Road on the campus of the University of North Carolina at
Chapel Hill, Chapel Hill, North Carolina
DATE: Tuesday, April 16, 1996
TIME: 11:00 A.M.
For your convenience, a map with directions to the George Watts Hill Alumni
Center appears on the back outside cover of the accompanying Proxy Statement.
THE PURPOSES OF THE ANNUAL MEETING ARE:
1. To elect 19 members of the Board of Directors for one-year terms.
2. To consider a proposal to ratify the appointment of KPMG Peat
Marwick LLP as the Corporation's independent accountants for 1996.
3. To consider and act on any other matters that may properly come
before the Annual Meeting.
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting has been set as the close of business on
February 29, 1996.
EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO MARK, DATE, AND SIGN THE ENCLOSED APPOINTMENT OF PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE
YOUR APPOINTMENT OF PROXY AND VOTE YOUR SHARES IN PERSON.
Sincerely,
(Signature of Ernest C. Roessler)
ERNEST C. ROESSLER,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
March 13, 1996
CCB FINANCIAL CORPORATION
111 CORCORAN STREET
POST OFFICE BOX 931
DURHAM, NORTH CAROLINA 27702-0931
PROXY STATEMENT
MAILING DATE: MARCH 13, 1996
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1996
GENERAL
This Proxy Statement is being distributed in connection with the
solicitation by the Board of Directors of CCB Financial Corporation (the
"Corporation") of appointments of proxy in the form enclosed herewith for the
1996 Annual Meeting of Shareholders of the Corporation and any adjournments
thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday,
April 16, 1996, beginning at 11:00 A.M., at the George Watts Hill Alumni Center,
Stadium Drive at Ridge Road on the campus of the University of North Carolina at
Chapel Hill, Chapel Hill, North Carolina. For your convenience, a map with
directions to the George Watts Hill Alumni Center appears on the back outside
cover of this Proxy Statement.
As used in this Proxy Statement, the term "the Bank" refers to the
Corporation's North Carolina-chartered commercial bank subsidiary, Central
Carolina Bank and Trust Company.
VOTING OF APPOINTMENTS OF PROXIES; REVOCATION
Persons named in the enclosed appointment of proxy as proxies for
shareholders at the Annual Meeting are Leo P. Pylypec, Secretary of the
Corporation and the Bank, W. Harold Parker, Jr., Controller of the Corporation
and the Bank, and Manuel L. Rojas, General Auditor of the Bank. Shares
represented by each appointment of proxy which is properly executed, returned,
and not revoked, will be voted in accordance with the directions contained
therein. If no directions are given, those shares will be voted "FOR" the
election of each of the 19 nominees for director named in Proposal 1 and "FOR"
the other proposal described herein. If, at or before the time of the Annual
Meeting, any nominee named in Proposal 1 becomes unavailable for any reason, the
proxies will be authorized to vote for a substitute nominee. On such other
matters as may properly come before the Annual Meeting, the proxies will be
authorized to vote shares represented by appointments of proxy in accordance
with their best judgment.
A shareholder may revoke an appointment of proxy at any time before the
shares represented by it have been voted by filing with Mr. Pylypec an
instrument revoking it or a properly executed appointment of proxy bearing a
later date, or by attending the Annual Meeting and announcing his or her
intention to vote in person.
EXPENSES OF SOLICITATION
The Corporation will pay the cost of preparing, assembling, and mailing
this Proxy Statement and other proxy solicitation expenses. In addition to the
use of the mail, appointments of proxy may be solicited in person or by
telephone by officers, directors, or employees of the Corporation and its
subsidiaries without additional compensation. The Corporation has engaged
Corporate Investor Communications, Inc. to assist in the solicitation of
appointments of proxy. The fee for such services will be approximately $3,000,
plus reimbursement of reasonable out-of-pocket expenses. The Corporation also
will reimburse brokerage houses and other nominees for expenses incurred in
forwarding the Corporation's proxy materials to beneficial owners of its voting
securities.
RECORD DATE
The Board of Directors has set February 29, 1996, as the record date (the
"Record Date") for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. Only shareholders of record on that date will be
entitled to vote at the Annual Meeting.
VOTING SECURITIES
The voting securities of the Corporation are the shares of its $5.00 par
value common stock ("Common Stock"), of which 50,000,000 shares were authorized
and 15,053,116 shares were outstanding on the Record Date.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
At the Annual Meeting, each shareholder will be entitled to cast one vote
for each share of Common Stock held of record on the Record Date for each matter
submitted for voting and, in the election of directors, for each director to be
elected.
In voting for directors under Proposal 1, the 19 nominees receiving the
highest numbers of votes will be elected. In the case of Proposal 2, for such
proposal to be approved the number of votes cast for approval must exceed the
number of votes cast against the proposal. Abstentions and broker nonvotes will
have no effect.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF VOTING SECURITIES
Set forth below is information regarding the only entity known to
management of the Corporation to beneficially own more than 5% of the issued and
outstanding shares of Common Stock as of December 31, 1995.
PERCENTAGE
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS(1)
Central Carolina Bank and 857,039(2) 5.73%
Trust Company
111 Corcoran Street
Post Office Box 931
Durham, North Carolina
27702-0931
(1) The calculation of the percentage of class beneficially owned is based on
the 14,960,716 shares of the Corporation's Common Stock issued and
outstanding on December 31, 1995.
(2) Shares beneficially owned by the Bank are held through its Trust Department
in various fiduciary capacities. In addition to the shares reflected above,
the Bank holds certain other shares in various fiduciary capacities as to
which the Bank disclaims beneficial ownership. The aggregate number of
shares held by the Bank includes 687,439 shares over which the Bank
exercises sole voting power, 129,350 shares over which the Bank has shared
voting power, 429,942 shares over which the Bank has sole investment power,
and 298,348 shares over which the Bank has shared investment power.
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Set forth below is information as of December 31, 1995 regarding the
beneficial ownership of Common Stock by the Corporation's current directors, new
nominees, its executive officers individually, and by all current directors and
executive officers of the Corporation as a group.
PERCENTAGE
AMOUNT AND NATURE OF OF
NAME BENEFICIAL OWNERSHIP(1) CLASS(2)
John M. Barnhardt 9,266(3) 0.06%
J. Harper Beall, III 15,136(4) 0.10%
James B. Brame, Jr. 2,690 0.02%
Timothy B. Burnett 1,410 0.01%
W. L. Burns, Jr. 138,030(5) 0.92%
Edward S. Holmes 4,320(6) 0.03%
Bonnie McElveen-Hunter New Nominee(7) *
David B. Jordan 47,615(8) 0.32%
Owen G. Kenan 3,730(9) 0.02%
Eugene J. McDonald 2,011(10) 0.01%
Hamilton W. McKay, Jr., M.D. 4,998(11) 0.03%
George J. Morrow New Nominee(7) *
Eric B. Munson 545 *
Ernest C. Roessler 17,246(12) 0.12%
J. G. Rutledge, III 25,363(13) 0.17%
Miles J. Smith, Jr. 67,395(14) 0.45%
Jimmy K. Stegall 29,083(15) 0.19%
H. Allen Tate, Jr. 10,616(16) 0.07%
James L. Williamson 4,044(17) 0.03%
Dr. Phail Wynn, Jr. 768 0.01%
J. Scott Edwards 20,982(18) 0.14%
Richard L. Furr 18,252(19) 0.12%
All current directors and 423,500(20) 2.83%
executive officers as a
group (20 persons)
(1) Except as otherwise noted, each individual exercises sole voting and
investment power with respect to all shares shown as beneficially owned.
(2) An asterisk (*) indicates less than .01%. The calculations of the
percentage of class beneficially owned by each individual and the group as
a whole are based, in each case, on the 14,960,716 shares of Common Stock
issued and outstanding at December 31, 1995 plus the number of shares
capable of being issued to that individual (if any) and to the group,
respectively, as a whole within 60 days upon the exercise of stock options
held by each of them (if any) and by the group, respectively.
(3) Includes 976 shares held by a company Mr. Barnhardt controls and 2,471
shares with respect to which he exercises shared voting and investment
power.
(4) Includes 2,880 shares with respect to which Mr. Beall exercises sole voting
power only and 4,321 shares which he could purchase under a presently
exercisable option and as to which he is considered to have sole investment
power only.
(5) Includes 34,884 shares with respect to which Mr. Burns exercises shared
voting and investment power and 7,030 shares with respect to which he
exercises sole voting power only.
(6) Does not include 21,648 shares held by Mr. Holmes' spouse and with respect
to which he disclaims any beneficial ownership.
(7) Upon election each new nominee will acquire at least a number of shares of
the Corporation's Common Stock to qualify as a director of the Bank under
North Carolina law.
(8) Includes 37,750 shares which Mr. Jordan could purchase under a presently
exercisable option and as to which he is considered to have sole investment
power only and 2,240 shares with respect to which he exercises shared
voting and investment power.
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(9) Includes 3,530 shares with respect to which Mr. Kenan exercises shared
voting and investment power.
(10) Includes 1,902 shares with respect to which Mr. McDonald exercises shared
voting and investment power.
(11) Does not include 1,256 shares held by Dr. McKay's spouse and son and with
respect to which he disclaims any beneficial ownership.
(12) Includes 4,320 shares with respect to which Mr. Roessler exercises sole
voting power only, 3,247 shares with respect to which he exercises shared
voting and investment power, and 1,357 shares which he could purchase under
a presently exercisable option and as to which he is considered to have
sole investment power only.
(13) Includes 12,509 shares with respect to which Mr. Rutledge exercises shared
voting and investment power.
(14) Includes 4,813 shares with respect to which Mr. Smith exercises shared
voting and investment power.
(15) Includes 4,238 shares with respect to which Mr. Stegall exercises shared
voting and investment power.
(16) Includes 108 shares with respect to which Mr. Tate exercises shared voting
and investment power. Does not include a total of 8,068 shares held by or
for Mr. Tate's spouse, mother and children and with respect to which he
disclaims any beneficial ownership.
(17) Includes 3,543 shares which Mr. Williamson could purchase under a presently
exercisable option and as to which he is considered to have sole investment
power only.
(18) Includes 4,282 shares with respect to which Mr. Edwards exercises sole
voting power only, 262 shares with respect to which Mr. Edwards exercises
shared voting and investment power and 1,193 shares which he could purchase
under a presently exercisable option and as to which he is considered to
have sole investment power only.
(19) Includes 4,282 shares with respect to which Mr. Furr exercises sole voting
power only, 4,085 shares with respect to which Mr. Furr exercises shared
voting and investment power and 1,193 shares which he could purchase under
a presently exercisable option and as to which he is considered to have
sole investment power only.
(20) Includes an aggregate of 276,083 shares with respect to which current
directors and Named Executive Officers (as hereinafter defined) exercise
sole voting and investment power, 75,265 shares with respect to which they
have shared voting and investment power, and 22,794 shares with respect to
which they have sole voting power only and 49,358 shares which such persons
could purchase under presently exercisable options and as to which they
have sole investment power only.
REPORTS OF CHANGES IN BENEFICIAL OWNERSHIP
Directors, executive officers, and certain principal shareholders of the
Corporation are required by federal law to file reports with the Securities and
Exchange Commission regarding the amount of and changes in their beneficial
ownership of Common Stock. During 1995, a company beneficially owned by
director, John M. Barnhardt, sold 400 shares of Common Stock; Hamilton W. McKay,
M.D., director, acquired 750 shares of Common Stock; and the minor children of
Richard L. Furr, Executive Vice President of the Corporation and the Bank,
acquired 2,000 shares of Common Stock for which the required reports were not
filed by the due date. The required reports have now been filed to reflect those
shares.
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
On March 16, 1995, the shareholders of the Corporation adopted an amendment
to the Corporation's bylaws that authorizes the Board of Directors to fix the
number of directors from time to time within a specified range of not less than
five nor more than 30. Pursuant to that amendment, the Board of Directors has
fixed the number of directors to be elected at the 1996 Annual Meeting at 19.
The Board of Directors has nominated the 19 persons listed on the following
table for election as directors for terms of one year or until their respective
successors are duly elected and qualified.
4
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
19 NOMINEES NAMED BELOW.
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER DIRECTORSHIPS
John M. Barnhardt President, Treasurer and Chairman of the Board, Barnhardt
(59) & Walker, Inc. (advertising and public relations)
J. Harper Beall, III President, Fairfield Chair Company (furniture manufacturer)
(54)
James B. Brame, Jr.(2) President, Brame Specialty Co., Inc. (paper products, office supplies
(50) and equipment)
Timothy B. Burnett President, Bessemer Improvement Company (industrial and commercial real
(55) estate development); Trustee, Alexander Hamilton Insurance Trust
W. L. Burns, Jr.(3) Chairman of the Board of the Corporation and the Bank
(68)
Edward S. Holmes Partner, Holmes & McLaurin (attorneys)
(66)
David B. Jordan Vice Chairman of the Corporation and the Bank
(59)
Owen G. Kenan President, Kenan Enterprises, Inc. (commercial real estate holding
(52) company), Kenan Oil Co., Inc. (petroleum products), Kenan
Developments, Inc. (commercial real estate developer); also serves as
Director, Kenan Transport Co., Inc. (bulk products hauler), Vice
Chairman, Flagler Systems, Inc. (hotel and property management), and
Chairman, Kenan Global Enterprises, LLC (international investments)
Eugene J. McDonald President, Duke Management Company (asset management company affiliated
(63) with Duke University); Executive Vice President, Duke University;
Director, Key Funds, Inc.; and Director, Flag Group of Mutual Funds
Bonnie McElveen-Hunter President and Chief Executive Officer, Pace Communications, Inc.
(45) (strategic planning and new business acquisition)
Hamilton W. McKay, Jr., M.D. Physician, Carolina Asthma & Allergy Center, P.A.
(66)
George J. Morrow Group Vice President, Glaxo Wellcome, Inc. (pharmaceuticals)
(44)
Eric B. Munson Executive Director, University of North Carolina Hospitals
(53)
Ernest C. Roessler Vice Chairman, President and Chief Executive Officer of the Corporation
(54) and the Bank
Miles J. Smith, Jr. Chairman of the Board, Hand Held Products, Inc. (portable data analysis
(68) and storage systems manufacturer)
Jimmy K. Stegall President, Service Oil of Monroe, Inc. (petroleum marketer and real
(65) estate development)
H. Allen Tate, Jr.(4) President, Allen Tate Company, Inc. (residential real estate broker)
(64)
James L. Williamson Retired since 1990, previously Partner, KPMG Peat Marwick LLP (certified
(63) public accountants)
Dr. Phail Wynn, Jr. President, Durham Technical Community College
(48)
NAME AND AGE DIRECTOR SINCE(1)
John M. Barnhardt 1995
(59)
J. Harper Beall, III 1994
(54)
James B. Brame, Jr.(2) 1993
(50)
Timothy B. Burnett 1994
(55)
W. L. Burns, Jr.(3) 1972
(68)
Edward S. Holmes 1973
(66)
David B. Jordan 1995
(59)
Owen G. Kenan 1981
(52)
Eugene J. McDonald 1985
(63)
Bonnie McElveen-Hunter new nominee
(45)
Hamilton W. McKay, Jr., M.D. 1990
(66)
George J. Morrow new nominee
(44)
Eric B. Munson 1985
(53)
Ernest C. Roessler 1993
(54)
Miles J. Smith, Jr. 1995
(68)
Jimmy K. Stegall 1995
(65)
H. Allen Tate, Jr.(4) 1989
(64)
James L. Williamson 1995
(63)
Dr. Phail Wynn, Jr. 1992
(48)
(1) Refers to the year in which a person first was elected a director of the
Corporation or, if prior to its organization in 1983, the year in which such
person first was elected a director of the Bank.
(2) During 1995, the Bank purchased office supplies and other products from
Brame Specialty Co., Inc. in an aggregate amount of $497,558.
5
(3) Mr. Burns retired from his positions as President and Chief Executive
Officer of the Corporation and the Bank effective April 6, 1993. Mr. Burns
serves as a part-time government relations, marketing and acquisitions
consultant to the Corporation at an annual fee of $60,000.
(4) Mr. Tate is involved, either individually or through his company, as a
principal shareholder, officer, director, or partner in numerous other firms
engaged in the development or sale of real estate, residential construction,
and real estate investments.
DIRECTORS' COMPENSATION
During 1995 each director of the Corporation, other than directors who were
also officers of the Corporation or the Bank, received a retainer of $7,500. If
the director was a non-officer member of the Executive Committee, he received an
additional retainer of $7,500. Directors who also were officers of the
Corporation or the Bank did not receive retainers. Directors received a fee of
$750 for each meeting of the Board of Directors attended and $600 for attendance
at each meeting of a committee of the Board of Directors, including the
Executive Committee. If the director also served as chairman of the committee,
he received an additional fee of $250 for attendance at each committee meeting.
For 1996, the standard director's annual retainer and the Executive
Committee annual retainer will remain at $7,500 and meeting attendance fees will
remain at $750 per meeting. The attendance fee for committee meetings will be
increased to $750. The supplemental fee for serving as chairman of a committee
will remain at $250 per meeting.
In order to increase stock ownership of directors in the Corporation, in
1995 the directors were given the option of receiving fees in an amount equal to
120% of the fees to which they were entitled provided they utilized such amount
to purchase shares of the Corporation's Common Stock through the Corporation's
Dividend Reinvestment and Stock Purchase Plan. Alternatively, the fees may be
deferred under a Deferred Compensation Plan that invests solely in the Common
Stock of the Corporation. Total directors' fees payable for 1995 were $333,455,
of which $249,495 was paid to directors and $83,960 was deferred.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors held four regular meetings during 1995. All
incumbent directors attended more than 75% of the total number of meetings of
the Board of Directors and its committees on which they served during 1995.
The Board of Directors has several standing committees, including an Audit
Committee, a Nominating Committee, and a Compensation Committee. The voting
members of these committees are appointed by the Board of Directors annually
from among its members. Additionally, certain officers of the Corporation and
the Bank are appointed to serve as non-voting, advisory members of each
committee.
The current members of the Audit Committee are Mr. Burnett, who serves as
Chairman, and Messrs. Beall, Brame, Burns, Williamson, and Dr. Wynn. Officers
currently serving as non-voting, advisory members are Messrs. Rojas, Parker, J.
Scott Edwards, Executive Vice President of the Corporation and the Bank, and B.
W. Harris, Jr., retired Comptroller of the Bank. The primary functions of the
Audit Committee are to provide additional assurance regarding the integrity of
financial information used by the Board of Directors and distributed to the
public by the Corporation and to oversee and monitor the activities of the
Corporation's internal and external audit processes. The committee met five
times during 1995.
The current members of the Nominating Committee are Mr. Holmes, who serves
as Chairman, Messrs. Burns,
Rutledge, Stegall, and Dr. McKay. Messrs. Pylypec and Roessler currently serve
as non-voting, advisory members. The primary function of the Nominating
Committee is to recommend candidates to the Board of Directors for selection as
nominees for election as directors. In making its recommendations for the 1997
Annual Meeting, the Nominating Committee will consider nominee candidates
recommended by shareholders if their names are submitted in writing to Mr.
Pylypec by November 15, 1996. The committee has met once since the 1995 Annual
Meeting.
The Compensation Committee administers the Corporation's compensation
program and has responsibility for matters involving the compensation of
executive officers of the Corporation and the Bank. With respect to salaries,
however, the Compensation Committee only establishes salary ranges for executive
officers while the Executive Committee sets actual salaries within those ranges.
All actions of the Compensation Committee are subject to review by the full
Board of Directors. The membership of the Compensation Committee, which met four
times during 1995, is described below.
6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Mr. Munson, who
serves as Chairman, and Messrs. Barnhardt, Burns and McDonald, with Messrs.
Roessler and J. Kent Fawcett, Senior Vice President and Personnel Director of
the Corporation and the Bank, serving as non-voting, advisory members.
The current members of the Executive Committee are Mr. Roessler, who serves
as Chairman, and Messrs. Burns, Holmes, Jordan, McDonald, Munson and Dr. Wynn
with Mr. Edwards and Mr. Furr serving as non-voting, advisory members.
COMPENSATION COMMITTEE REPORT
GENERAL. It is the policy of the Compensation Committee to provide a fully
competitive, performance-based compensation program such as will enable the
Corporation to attract, motivate, and retain qualified executive officers.
During 1995, the Corporation's executive compensation program provided for (a)
annual compensation consisting of base salaries combined with cash incentive
bonuses based on the Corporation's financial performance and (b) long-term
compensation consisting of periodic stock option awards combined with incentive
compensation based on the Corporation's financial performance. The Corporation
also provided certain other compensation plans customary for companies of
comparable size. The annual and long-term compensation programs were intended to
be competitive with median levels of incentive compensation paid by the
Corporation's competitors and were developed based on recommendations of The
Wyatt Company ("Wyatt"), an independent compensation consulting firm.
The Omnibus Reconciliation Act of 1993 amended Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), to limit the
deductibility of annual compensation in excess of $1,000,000 paid by public
corporations to certain executive officers. As the Corporation presently does
not compensate any officer in an amount approaching $1,000,000 per year, the
Compensation Committee has not adopted a policy with respect to Section 162(m).
The following is a discussion of each element of the compensation program
for 1995 with respect to the Corporation's executive officers named in the
Summary Compensation Table set forth below (the "Named Executive Officers"),
including Mr. Roessler.
ANNUAL COMPENSATION PROGRAM. The 1995 base salary for Mr. Roessler was set
on an objective basis by the Executive Committee using specific performance
criteria within a range determined by the Compensation Committee to be
competitive with the base salaries paid to chief executive officers of bank
holding companies of comparable asset size. The Compensation Committee obtained
from Wyatt, a report listing the base salaries of the chief executive officers
of approximately 80 unnamed bank holding companies ranging in size from $500
million to $10 billion in total assets. A graphic summary of this information
was prepared to correlate reported base salaries and asset sizes. The correlated
average for a bank holding company having total assets equal in amount to the
Corporation's formed the midpoint of the salary range determined by the
Compensation Committee. The 1995 salary set by the Executive Committee for Mr.
Roessler was slightly higher than the minimum of such range.
The 1995 salaries of the other Named Executive Officers except Mr. Jordan
(see "Change in Control and Employment Agreements") were set during February
1995, within ranges approved by the Compensation Committee, by the Executive
Committee based on its evaluation of the performance and levels of
responsibility of each officer and their contribution to the Corporation's
financial performance, measured in terms of its return on assets and return on
equity, for the prior fiscal year. The salary ranges for Mr. Edwards and Mr.
Furr were set by the Compensation Committee based on its evaluation of the level
of demands and responsibility required by each executive position and by the
levels of compensation paid by financial institutions of comparable size for
similar positions. This comparative analysis was based upon information obtained
from Wyatt regarding salaries paid to executive officers of bank holding
companies of comparable asset size, expressed in terms of the ratio of such
salaries to the salaries of their respective chief executive officers.
The cash incentive bonuses paid for 1995 to Mr. Roessler and to each of the
other Named Executive Officers were determined under the terms of the Management
Performance Incentive Plan (the "Incentive Plan") based on the Corporation's
1995 financial performance, measured in terms of the Corporation's return on
assets, return on equity, earnings per share, and efficiency ratio. The
Incentive Plan uses a "target bonus" approach to determine the size of each
eligible employee's bonus. A participant's base salary and salary grade as of
the first day of the fiscal year is used to determine such participant's target
bonus. During 1995, individual target bonuses, as a percentage of annual base
salary, ranged from a low of four percent to a high of 25 percent. The overall
bonus fund is the sum of the target bonuses of all participants. Actual bonus
amounts for participants in the Incentive Plan may be higher or lower than their
target bonus amounts and
7
are based upon a comparison of the Corporation's actual performance to the
designated performance measures. The maximum bonus for any participant generally
may not exceed 150% of his or her target bonus. Additionally, the Corporation's
total net income for the fiscal year must exceed a minimum threshold amount in
order for any bonuses to be paid under the Incentive Plan. Payment of bonuses
under the Incentive Plan are made annually within 75 days of the end of the
fiscal year, subject to approval by the Executive Committee. For the year ended
December 31, 1995, the Corporation exceeded the designated performance measures
by a weighted average of 150% and surpassed the applicable minimum net income
threshold. Consequently, the actual bonuses received by Mr. Roessler and by each
of the other Named Executive Officers for 1995 were equal to 150% of their
respective target bonuses.
Other forms of annual compensation listed in the Summary Compensation Table
below for 1995 include the Corporation's matching contributions (the "Matching
Contributions") to the account of each Named Executive Officer under the
Corporation's Section 401(k) Retirement Savings Plan (the "401(k) Plan") and the
portion of the Corporation's special discretionary contribution to the 401(k)
Plan (the "Discretionary Contribution") allocated to the account of each Named
Executive Officer. The Matching Contributions for Mr. Roessler and the other
Named Executive Officers were based on a formula contained in the terms of the
401(k) Plan and were not related to the Corporation's or the individual
officer's performance for the year. The total amount of the Discretionary
Contribution generally was based upon the Corporation's financial performance
for 1995, measured in terms of earnings per share, net income, return on assets,
and return on equity, although there was no specific formula or other mechanism
by which the amount was determined. The portion of the Discretionary
Contribution allocated to the accounts of Mr. Roessler and the other Named
Executive Officers was based upon a formula contained in the terms of the 401(k)
Plan.
LONG-TERM COMPENSATION PROGRAM. To enable the Corporation to attract,
retain, and motivate key employees and directors, the Board of Directors adopted
the Long-Term Incentive Plan (the "LTIP"). The LTIP was approved by the
shareholders of the Corporation at their 1994 Annual Meeting and has a ten-year
term. The objective of the LTIP is to provide the Board of Directors with the
means to reward achievement of long-term goals in a manner more flexible than
that provided by the Corporation's previous long-term incentive compensation
arrangements. Under the LTIP, restricted stock, stock options, and performance
units (payable in cash, restricted stock, or unrestricted stock) may
periodically be granted in various combinations to key officers and directors.
The LTIP is administered by the Compensation Committee. It presently is the
intention of the Compensation Committee to make awards only to key officers
under the LTIP. Each officer receiving an award under the LTIP must enter into a
written agreement with the Corporation setting forth the restrictions, terms,
and conditions of that particular award.
During 1995, Mr. Roessler and each of the other Named Executive Officers
received awards under the LTIP in the form of incentive stock options ("ISOs")
and performance units ("Units"). The ISOs awarded in 1995 have an exercise price
of $36.625 per share, vest over a three-year period, and have a term of ten
years. The Units awarded in 1995 have a designated value of $100 each and will
vest only if the Corporation meets or exceeds a specified average return on
equity and return on assets over a three-year period ending on December 31,
1997. The vesting of Units also is subject to the Corporation's achievement of a
minimum level of shareholder return over the three-year performance period. If
the targeted performance goals are met, payment in settlement of earned Units
will be made as soon as practical following the conclusion of the performance
period in cash, shares of restricted Common Stock, or shares of unrestricted
Common Stock. The number of ISOs and Units awarded to Mr. Roessler and to each
of the other Named Executive Officers was based in each case upon a specified
percentage of their current base salary.
COMPENSATION COMMITTEE AT DECEMBER 31, 1995:
ERIC B. MUNSON, CHAIRMAN
JOHN M. BARNHARDT
W. L. BURNS, JR.
EUGENE J. MCDONALD, JR.
ERNEST C. ROESSLER*
J. KENT FAWCETT*
EXECUTIVE COMMITTEE AT
DECEMBER 31, 1995:
ERNEST C. ROESSLER, CHAIRMAN
W. L. BURNS, JR.
EDWARD S. HOLMES
DAVID B. JORDAN
EUGENE J. MCDONALD
ERIC B. MUNSON
PHAIL WYNN, JR.
J. SCOTT EDWARDS*
RICHARD L. FURR*
* Denotes a non-voting, advisory member of the committee.
8
EXECUTIVE COMPENSATION
The following table shows for 1995, 1994, and 1993, the cash and certain
other compensation paid to or received or deferred by the Named Executive
Officers, including the Chief Executive Officer, in all capacities in which they
served.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
OTHER RESTRICTED SECURITIES PAYOUTS
NAME AND ANNUAL STOCK UNDERLYING LTIP
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS
POSITION YEAR ($)(1) ($)(2) ($) ($)(3) (#) ($)
Ernest C. Roessler 1995 347,707 142,500 -- -- 6,140 --
Vice Chairman, President and Chief 1994 283,250 88,550 -- -- 6,160 60,949
Executive Officer of the Corporation 1993 241,323 62,986 -- 53,438 -- --
and the Bank
David B. Jordan (5) 1995 208,995 65,292 -- -- -- --
Vice Chairman of the Corporation 1994 193,836 -- -- -- -- --
and the Bank 1993 174,257 141,995 -- -- -- --
J. Scott Edwards 1995 230,377 80,040 -- -- 3,470 --
Executive Vice President of the 1994 206,000 54,096 -- -- 3,580 60,949
Corporation and the Bank 1993 184,608 38,841 -- 53,438 -- --
Richard L. Furr 1995 233,467 81,075 -- -- 3,520 --
Executive Vice President of the 1994 206,000 54,096 -- -- 3,580 60,949
Corporation and the Bank 1993 184,608 38,841 -- 53,438 -- --
ALL
NAME AND OTHER
PRINCIPAL COMPENSATION
POSITION ($)(4)
Ernest C. Roessler 20,012
Vice Chairman, President and Chief 16,017
Executive Officer of the Corporation 11,692
and the Bank
David B. Jordan (5) 23,268
Vice Chairman of the Corporation 6,430
and the Bank 23,749
J. Scott Edwards 12,844
Executive Vice President of the 11,318
Corporation and the Bank 9,173
Richard L. Furr 13,001
Executive Vice President of the 11,318
Corporation and the Bank 9,173
(1) Consists of salary payable to each Named Executive Officer, including
portions of salary deferred at the election of each officer.
(2) Consists entirely of cash bonuses paid to the Named Executive Officers under
the Incentive Plan. See "Compensation Committee Report."
(3) Reflects the market value, on the date of award, of shares of Common Stock
awarded under a restricted stock plan. During 1993, Messrs. Roessler,
Edwards, and Furr were each awarded 1,500 shares of restricted stock subject
to a three-year vesting period. At December 31, 1995, the Named Executive
Officers held outstanding awards which remained subject to restrictions and
which included the following aggregate numbers and market values of shares:
Mr. Roessler -- 4,320 shares valued at $239,760; Mr. Edwards -- 4,282 shares
valued at $237,651; Mr. Furr -- 4,282 shares valued at $237,651. Holders of
shares included in these awards are eligible to receive dividends paid by
the Corporation on its Common Stock.
(4) The amount listed for each Named Executive Officer for 1995 includes (i) the
Bank's matching contributions on behalf of that executive officer to the
401(k) Plan and (ii) the portion of the Discretionary Contribution to the
401(k) Plan which was allocated to the account of the Named Executive
Officer. Those separate amounts for each Named Executive Officer are,
respectively: Mr. Roessler -- $10,400 and $9,612; Mr. Jordan -- $6,211 and
$4,572; Mr. Edwards -- $6,710 and $6,134; Mr. Furr -- $6,800 and $6,201.
Also includes premiums in the amount of $12,485 paid by the Corporation with
respect to term life insurance for the benefit of Mr. Jordan.
(5) On May 19, 1995, the Corporation acquired Security Capital Bancorp
("Security Capital") and its wholly-owned subsidiaries. Amounts paid to Mr.
Jordan prior to such date were paid to him by Security Capital in his
capacity as Vice Chairman and Chief Executive Officer of Security Capital.
9
The following table sets forth information with regard to grants of ISOs
during the fiscal year ended December 31, 1995. All such grants were made under
the LTIP.
OPTION GRANTS IN 1995
INDIVIDUAL GRANTS
NUMBER POTENTIAL REALIZABLE
OF SECURITIES PERCENT OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS GRANTED ANNUAL RATES OF STOCK
OPTIONS TO EMPLOYEES IN EXERCISE OR PRICE APPRECIATION
GRANTED 1995 BASE PRICE EXPIRATION FOR OPTION TERM
NAME (#)(1) (#) ($/SH.) DATE 5%($) 10%($)
Ernest C. Roessler 6,140 11.1 36.625 3/20/2005 141,424 358,397
David B. Jordan -- -- -- -- -- --
J. Scott Edwards 3,470 6.3 36.625 3/20/2005 79,925 202,547
Richard L. Furr 3,520 6.3 36.625 3/20/2005 81,077 205,465
(1) Each option granted in 1995 will be eligible for treatment as an "incentive
stock option" under the Code if certain holding period and other
requirements are met and will vest in equal annual installments over a
three-year period beginning in 1995.
The following table sets forth information with regard to option exercises
during the fiscal year ended December 31, 1995.
AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AT DECEMBER 31, 1995
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS AT
UNDERLYING DECEMBER
UNEXERCISED OPTIONS AT 31, 1995
SHARES ACQUIRED VALUE DECEMBER 31, 1995 (#) ($) (1)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE
Ernest C. Roessler 2,750 51,936 1,357 8,193 29,854
David B. Jordan -- -- 37,750 -- 1,629,220
J. Scott Edwards 1,194 19,701 1,193 4,663 26,246
Richard L. Furr 1,194 21,492 1,193 4,713 26,246
NAME UNEXERCISABLE
Ernest C. Roessler 161,059
David B. Jordan --
J. Scott Edwards 91,742
Richard L. Furr 92,686
(1) Closing price of the Corporation's Common Stock at December 31, 1995 was
$55.50.
The following table sets forth information with regard to Units granted
during 1995. All Units were granted under the LTIP. Each Unit has a designated
value of $100 and will vest only if the Corporation meets or exceeds a targeted
average return on equity and return on assets over a three-year period beginning
January 1, 1995 and ending December 31, 1997.
LONG-TERM INCENTIVE PLAN -- AWARDS IN 1995
PERFORMANCE ESTIMATED FUTURE
OR OTHER PAYOUTS UNDER
PERIOD NON-STOCK
NUMBER OF SHARES UNTIL PRICE-BASED PLANS
UNITS OR OTHER MATURATION OR TARGET MAXIMUM
NAME RIGHTS (#) PAYOUT ($) ($)
Ernest C. Roessler 750 1995-97 75,000 150,000
David B. Jordan -- -- -- --
J. Scott Edwards 420 1995-97 42,000 84,000
Richard L. Furr 430 1995-97 43,000 86,000
10
PENSION PLAN
The Corporation maintains a qualified, defined benefit pension plan (the
"Pension Plan") in which substantially all full-time employees of the
Corporation and its subsidiaries who have been continuously employed for a
period of 12 months participate. The following table shows the estimated annual
benefit payable under the Pension Plan to participants following retirement at
age 65, which is the "normal retirement age" under the Pension Plan, based on
various specified numbers of years of service with the Corporation and its
subsidiaries and various levels of compensation covered under the Pension Plan.
FINAL YEARS OF SERVICE
AVERAGE COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
$100,000....................................... $ 21,825 $ 29,100 $ 36,375 $ 43,650 $ 50,925 $ 58,200
150,000....................................... 33,075 44,100 55,125 66,150 77,175 88,200
200,000....................................... 44,325 59,100 73,875 88,650 103,425 118,200
250,000....................................... 55,575 74,100 92,625 111,150 120,000 120,000
300,000....................................... 66,825 89,100 111,375 120,000 120,000 120,000
350,000....................................... 78,075 104,100 120,000 120,000 120,000 120,000
400,000....................................... 89,325 119,100 120,000 120,000 120,000 120,000
450,000....................................... 100,575 120,000 120,000 120,000 120,000 120,000
Benefits shown in the table are computed as straight life annuities
beginning at age 65 and are not subject to a deduction for Social Security
benefits or any other offset amount. Compensation covered by the Pension Plan
each year is a participant's base salary as reflected on the Summary
Compensation Table set forth above. At his or her retirement, a participant's
annual benefit under the Pension Plan is based on his or her average base salary
for any five consecutive plan years during the last ten years preceding normal
retirement age ("Final Average Compensation"). However, under tax laws in effect
at December 31, 1995, the amount of a participant's annual compensation taken
into account for benefit calculation purposes under the Pension Plan may not
exceed $150,000, and maximum annual benefits payable under the Pension Plan are
$120,000. As of December 31, 1995, the Final Average Compensation and years of
service of each of the Named Executive Officers would have been: Mr.
Roessler -- $231,489 and 7 years; Mr. Jordan -- $183,203 and 36 years; Mr.
Edwards -- $179,586 and 27 years; Mr. Furr -- $180,280 and 24 years.
As described above, tax laws place limits on the amount of compensation
that may be taken into account for benefit calculation purposes under the
Pension Plan and in the maximum amount of benefits payable under the Pension
Plan. The Corporation has adopted a supplemental retirement plan which operates
in conjunction with the Pension Plan and under which a retiree will receive
annual benefits in an amount equal to the difference, if any, between his actual
annual benefit under the Pension Plan and the amount he would receive under the
Pension Plan in the absence of the above limitations. At December 31, 1995,
Messrs. Roessler, Jordan, Edwards, and Furr would have qualified for annual
benefits at normal retirement under the supplemental plan in the amounts of
$6,755, $14,269, $10,017, and $9,120, respectively.
CHANGE IN CONTROL AND EMPLOYMENT ARRANGEMENTS
In 1995 the Corporation entered into Change of Control Agreements with
Messrs. Roessler, Edwards and Furr that provide that, if within two years
following a "change of control" of the Corporation the named officer's
employment is terminated for other than "cause" or another terminating event
occurs, then the named officer is entitled to receive an amount equal to 299% of
his compensation and acceleration of vesting of certain employee benefits. The
initial term of each agreement is two years with automatic one year extensions
on each anniversary unless action is taken by the Corporation's Board of
Directors to terminate such automatic extensions. "Change of Control" is defined
as ownership of 25% or more of any class of voting securities of the
Corporation; a merger whereby the Corporation is not the surviving corporation;
or a sale of all or substantially all of the assets of the Corporation. Other
terminating events include non-assumption of the obligations under the
agreements or, if within 24 months of a change of control, the officer's
executive position, duties, responsibilities or reporting responsibilities in
effect at the time are eliminated, diminished, lessened or diluted, the
officer's base salary is reduced, existing fringe benefits are diminished or the
officer is transferred to a job location more than 50 miles from his principal
work location.
In connection with its acquisition of Security Capital in May 1995, the
Corporation assumed all rights and obligations of Security Capital. These rights
and obligations include an Employment Agreement (the "Agreement") with David B.
Jordan providing for Mr. Jordan to serve as Vice Chairman of the Corporation and
the Bank, to be elected to the Board of
11
Directors of both the Corporation and the Bank and to be recommended for
re-election to the Board on an annual basis until March 15, 2001. On such date,
the Agreement terminates. The Agreement requires a base compensation equal to
his total annualized base salary from Security Capital and its subsidiaries in
effect immediately prior to the acquisition as well as participation in all
fringe benefit plans for key employees of the Corporation presently in effect or
that may be made available in the future. At any time after Mr. Jordan reaches
his 60th birthday, he may elect to reduce his duties and responsibilities with a
reduction in his base salary to $150,000 upon the next anniversary of the date
of the Agreement. Upon making such election, his participation in certain key
employee incentive plans will terminate. The Agreement also provides for the
payment of an amount equal to 299% of Mr. Jordan's then applicable base salary
upon certain events occurring after a change of control of the Corporation
defined as: a merger after which shareholders of the Corporation's voting
securities outstanding immediately prior to such event receive or retain less
than 50% of the voting securities of the survivor by merger; any person acquires
more than 20% of the Corporation; 50% of the Bank's securities is owned by a
person or entity other than the Corporation; or the sale of more than 50% of the
assets of either the Corporation or the Bank.
The Corporation's Restricted Stock Plan and Performance Unit Plan, both of
which terminated on December 31, 1993 except to the extent such plans continue
to govern awards which have not yet vested, generally provide that outstanding
awards of restricted stock and performance units will become vested on the date
of any business combination to which the Corporation is a party but is not the
surviving corporation, or on the date of certain other changes in control of the
Corporation. Also, the Performance Unit Plan provides that, upon the termination
of a plan participant's employment following his death, disability, or
retirement, or in the event his employment is involuntarily terminated under
circumstances determined by the Corporation to have been without his fault, the
participant shall be entitled to payment of a portion of the value, if any, of
his outstanding award of performance units based on the time elapsed since the
date of such award. Under the Restricted Stock Plan, upon any such termination
of a participant's employment, the Compensation Committee has the discretion to
waive remaining restrictions on all or any part of the participant's outstanding
award of restricted stock.
Under the provisions of the LTIP, if a change in control of the Corporation
occurs (a) all stock options granted thereunder then unexercised and outstanding
will become fully exercisable, (b) all restrictions applicable to all shares of
restricted stock granted thereunder then outstanding will be deemed lapsed and
satisfied, and (c) all performance units granted thereunder will be deemed to
have been fully earned as of the date thereof subject to the limitation that
such stock options, shares of restricted stock, and performance units have been
granted and outstanding for more than six months as of the date of such change
in control. If (a) a participant's employment is terminated by the Corporation
or any of its subsidiary corporations prior to a change in control without cause
at the request of a person who has entered into an agreement with the
Corporation the consummation of which will constitute a change in control or (b)
the participant terminates his or her employment with the Corporation or any of
its subsidiary corporations prior to a change in control of the Corporation and
the circumstance or event which causes such termination occurs at the request of
such person, then a change in control will be deemed to have occurred
immediately prior to such participant's termination of employment. If the making
of any payment or payments under the LTIP would (a) subject the participant to
an excise tax under Section 4999 of the Code, or any like or successor section
thereto or (b) result in the Corporation's loss of a deduction from federal
taxable income for such payments under Section 280G of the Code, or any like or
successor section thereto (either or both, an "Adverse Tax Consequence"), then,
unless otherwise expressly provided in the underlying award agreement, the
payments attributable to the LTIP that are "parachute payments" within the
meaning of Section 280G of the Code will be reduced, as determined by the
Compensation Committee in its sole discretion, but after consultation with the
participant affected, to the extent necessary to avoid any Adverse Tax
Consequence.
12
PERFORMANCE GRAPH
The following line graph illustrates the cumulative total shareholder
return on the Corporation's Common Stock over the five-year period ended
December 31, 1995 and the cumulative total return over the same period of the
indexes listed below. The graph assumes $100 originally invested on December 31,
1990 and that all subsequent dividends were reinvested in additional shares.
CCB FINANCIAL CORPORATION
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN (1)
YEARS ENDED DECEMBER 31 (2)
(The Performance Graph appears here. The plot points are listed in the table
below:)
1990 1991 1992 1993 1994 1995
CCB Financial Corporation 100.0 169.0 218.1 210.8 228.1 376.4
Nasdaq Stock Market (U.S. Companies) 100.0 160.6 186.9 214.5 209.7 296.3
Nasdaq Stock Market (Bank Stocks) 100.0 164.1 238.9 272.4 271.4 404.4
Dow Jones Industrials 100.0 124.2 133.4 156.1 163.8 224.0
S&P 500 Composite 100.0 130.3 140.3 154.3 156.3 214.9
(1) Assumes $100 invested on December 31, 1990 with all subsequent
dividends reinvested.
(2) Closing price of the Corporation's Common Stock, adjusted where
applicable for the 3/2 stock split effected in the form of a 50% stock
dividend paid October 1, 1992:
December 31, 1990 - $17.67
December 31, 1991 - $28.67
December 31, 1992 - $35.63
December 31, 1993 - $33.25
December 31, 1994 - $34.75
December 31, 1995 - $55.50
13
TRANSACTIONS WITH MANAGEMENT
The Bank and the Corporation's other financial institution subsidiaries
have had, and expect to have in the future, lending transactions in the ordinary
course of business with many of their officers and directors and with associates
of such persons. All loans included in such transactions during 1995 were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
did not involve more than the normal risk of collectibility or present other
unfavorable features.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick LLP, certified public accountants, has been
appointed by the Board of Directors to serve as the Corporation's independent
accountants for 1996, and a proposal to ratify that appointment will be
introduced at the Annual Meeting. KPMG Peat Marwick LLP has served as
independent accountants for the Corporation since its organization as the parent
holding company of the Bank during 1983, and previously had served as
independent accountants for the Bank since 1975. If shareholders do not approve
this proposal, the Board of Directors will reconsider the appointment.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and available to respond to appropriate questions, and will have
an opportunity to make a statement if they so desire.
In order for Proposal 2 to be approved, the number of votes cast for it
must exceed the number of votes cast against it.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSALS OF SHAREHOLDERS
It currently is expected that the 1997 Annual Meeting will be held during
April 1997. Any proposal of a shareholder which is intended to be presented at
the 1997 Annual Meeting must be received by the Corporation at its principal
executive office in Durham, North Carolina, not later than November 15, 1996 in
order to be included in the Corporation's proxy statement and form of
appointment of proxy to be issued in connection with that meeting.
March 13, 1996
14
(Map with directions to Annual Shareholders Meeting)
*******************************************************************************
APPENDIX
THIS APPOINTMENT OF PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS The undersigned hereby
appoints Leo P. Pylypec, W. Harold Parker, Jr., and
Manuel L. Rojas, and each of them, as attorneys and
proxies, each with full power to appoint his
substitute, and hereby authorizes them to represent
and to vote as directed below all the shares of
common stock of CCB Financial Corporation (the
"Corporation") held of record by the undersigned on
February 29, 1996 at the Annual Meeting of
Shareholders of the Corporation to be held on April
16, 1996 and any adjournments thereof. The
undersigned hereby directs that such shares be
voted as follows:
CCB APPOINTMENT
FINANCIAL OF
CORPORATION PROXY
111 Corcoran Street, Post Office Box 931
Durham, North Carolina 27702
[CAPTION]
1. ELECTION OF DIRECTORS: [ ] For [ ] Withhold [ ] For All Except
NOMINEES: John M. Barnhardt, J. Harper Beall, III, James B. Brame, Jr., Timothy
B. Burnett, W. L. Burns, Jr., Edward S. Holmes, David B. Jordan, Owen G. Kenan,
Eugene J. McDonald, Bonnie McElveen-Hunter, Hamilton W. McKay, Jr., M.D., George
J. Morrow, Eric B. Munson, Ernest C. Roessler, Miles J. Smith, Jr., Jimmy K.
Stegall, H. Allen Tate, Jr., James L. Williamson, and Dr. Phail Wynn, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee mark "For
All Except" and write that nominee's name in the space provided below.
2. RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK
LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS FOR
1996: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS: On such other matters as may
properly come before the Annual Meeting, the
proxies are authorized to vote the shares
represented by this appointment of proxy in
accordance with their best judgment.
The shares represented by this appointment of proxy will be voted as directed
above. In the absence of any direction, such shares will be voted by the proxies
"FOR" Proposal 2 above, and "FOR" the election of each of the nominees for
director as listed in Proposal 1 by casting an equal number of votes for each
such nominee. If, at or before the time of the meeting, any nominee listed in
Proposal 1 becomes unavailable for any reason, the proxies are authorized to
vote for a substitute nominee.
Please sign exactly as your name(s) appears on this card. If shares are held by
joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Date: , 1996
Shareholder sign above
Co-holder (if any) sign above
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY