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-8, 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 upon the exercise of options to purchase previously issued by
Seaboard Savings Bank, Inc., SSB (the "Savings Bank") under the Savings Bank's
1993 Nonstatutory Stock Option Plan for Directors and 1993 Incentive Stock
Option Plan, and which options were assumed by the Corporation and converted
into options to purchase shares of the Corporation's common stock upon the
merger of the Savings Bank into and with the Corporation's wholly-owned
subsidiary bank and the conversion of the outstanding shares of the Savings
Bank's common stock into shares of the Corporation's common stock.
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 Title Date
S/ E. Rhone Sasser President and Chief February 29 , 1996
- ---------------------- Executive Officer
E. Rhone Sasser (principal executive
officer)
S/ Ronald C. Monger Executive Vice February 29 , 1996
- ---------------------- President and Chief
Ronald C. Monger Financial Officer
(principal financial
officer)
S/ John F. Watson Controller (principal February 29 , 1996
- ---------------------- accounting officer)
John F. Watson
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ J. W. Adams Director February 29 , 1996
- --------------------------
J. W. Adams
2
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ John V. Andrews Director February 29 , 1996
- --------------------------
John V. Andrews
3
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Russell M. Carter Director February 29 , 1996
- --------------------------
Russell M. Carter
4
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ W. E. Carter Director February 29 , 1996
- --------------------------
W. E. Carter
5
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Alfred E. Cleveland Director February 29 , 1996
- --------------------------
Alfred E. Cleveland
6
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ James L. Cresimore Director February 29 , 1996
- --------------------------
James L. Cresimore
7
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Thomas P. Dillon Director February 29 , 1996
- --------------------------
Thomas P. Dillon
8
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ C. Frank Griffin Director February 29 , 1996
- --------------------------
C. Frank Griffin
9
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ James C. High Director February 29 , 1996
- --------------------------
James C. High
10
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Jack E. Shaw Director February 29 , 1996
- --------------------------
Jack E. Shaw
11
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Harold B. Wells Director February 29 , 1996
- --------------------------
Harold B. Wells
12
IN WITNESS WHEREOF, the undersigned has hereunto signed his
name to the foregoing Power of Attorney as of the date indicated.
Signature Title Date
S/ Charles M. Winston Director February 29 , 1996
- --------------------------
Charles M. Winston