POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB Financial Corporation
and the Officers and Directors thereof whose signatures appear below hereby
makes, constitutes and appoints Ernest C. Roessler, Sheldon M. Fox and W. Harold
Parker, Jr. and each of them, its and his or her true and lawful attorneys, with
full power of substitution to execute, deliver and file in its, his or her name
and on its, his or her behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) Registration Statements on
Form S-4 (or other appropriate form) with respect to the registration under the
Securities Act of 1933, as amended, of the offering of shares of Common Stock of
CCB Financial Corporation, par value $5.00 per share, and the related Series A
Junior Participating Preferred Stock Purchase Rights to be issued in connection
with the acquisition of Stone Street 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"), and (b) such registration statements, petitions,
applications, notices, 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 under
state laws; each of CCB Financial Corporation and said Officers and Directors
hereby grants to said attorneys, and each 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, his or her signatures as the same
may be signed by said attorneys to any of all of 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 amendatory or
supplemental thereto filed under federal and state 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
By: /s/ Ernest C. Roessler
-----------------------
Ernest C. Roessler
Chairman, President and
Chief Executive Officer
Dated: June 24, 1999
Signature Capacity Date
--------- -------- ----
/s/ Ernest C. Roessler
- -------------------- Chairman of the Board of June 24, 1999
Ernest C. Roessler Directors and President
(principal executive officer)
/s/ Sheldon M. Fox
- -------------------- Executive Vice President and June 24, 1999
Sheldon M. Fox Chief Financial Officer
(principal financial
officer)
/s/ W. Harold Parker, Jr.
- -------------------- Senior Vice President and June 24, 1999
W. Harold Parker, Jr. Controller
(principal accounting officer)
/s/ William L. Abercrombie, Jr.
- -------------------- Vice Chairman and Director June 24, 1999
William L. Abercrombie, Jr.
/s/ J. Harper Beall, III
- -------------------- Director June 24, 1999
J. Harper Beall, III
/s/ James B. Brame, Jr.
- -------------------- Director June 24, 1999
James B. Brame, Jr.
- -------------------- Director June ___, 1999
Timothy B. Burnett
/s/ Blake P. Garrett, Jr.
- -------------------- Director June 24, 1999
Blake P. Garrett, Jr.
/s/ Edward S. Holmes
- -------------------- Director June 24, 1999
Edward S. Holmes
- -------------------- Vice Chairman and June ___, 1999
David B. Jordan Director
/s/ C. Dan Joyner
- -------------------- Director June 24, 1999
C. Dan Joyner
/s/ Owen G. Kenan
- -------------------- Director June 24, 1999
Owen G. Kenan
/s/ Eugene J. McDonald
- -------------------- Executive Vice Chairman and June 24, 1999
Eugene J. McDonald Director
- -------------------- Director June ___, 1999
Bonnie McElveen-Hunter
- -------------------- Director June ___, 1999
Hamilton W. McKay, Jr., M.D.
- -------------------- Director June ___, 1999
George J. Morrow
Signature Capacity Date
--------- -------- ----
/s/ Eric B. Munson
- -------------------- Director June 24, 1999
Eric B. Munson
- -------------------- Director June ___, 1999
David E. Shi
/s/ Jimmy K. Stegall
- -------------------- Director June 24, 1999
Jimmy K. Stegall
/s/ H. Allen Tate, Jr.
- -------------------- Director June 24, 1999
H. Allen Tate, Jr.
- -------------------- Director June ___, 1999
James L. Williamson
- -------------------- Director June ___, 1999
Dr. Phail Wynn, Jr.