Exhibit 10.2


                           EMPLOYMENT AND AMENDED AND
                      RESTATED CHANGE OF CONTROL AGREEMENT
                                  (AS AMENDED)

         THIS EMPLOYMENT AND AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
(AS AMENDED) (this "Agreement") was made and entered into this 21st day of
January, 1998 by and among CCB Financial Corporation, a North Carolina
corporation ("CCBF"), Central Carolina Bank and Trust Company, a North Carolina
commercial bank ("CCB Bank"), and J. Scott Edwards ("Executive"), and is amended
hereby as of August 1, 1999.

                                   BACKGROUND
                                   ----------

         WHEREAS, Executive is a Senior Executive Vice President of CCBF and of
CCB Bank, the primary banking subsidiary of CCBF; and

         WHEREAS, the expertise and experience of Executive, his knowledge of
the affairs of CCBF and its direct and indirect subsidiaries (the
"Subsidiaries"), and his relationships and reputation in the financial
institutions industry are extremely valuable to CCBF, CCB Bank and the other
Subsidiaries; and

         WHEREAS, it is in the best interests of CCBF, its Subsidiaries and its
shareholders to maintain an experienced and sound executive management team to
manage CCBF, CCB Bank and the other Subsidiaries and to further CCBF's overall
strategies to protect and enhance the value of its shareholders' investments;
and

         WHEREAS, CCBF, CCB Bank and Executive entered into this Agreement to
establish the scope, terms and conditions of Executive's employment by CCBF and
CCB Bank;

         WHEREAS, CCB Bank and Executive amended and restated herein the Change
of Control Agreement dated July 17, 1996 between CCB Bank and Executive in order
to continue the provision of security to, and to continue to insure the loyalty
of, Executive in the event of a change in control of CCBF or CCB Bank, and CCBF
became obligated, jointly and severally with CCB Bank, under the provisions of
such agreement as amended and restated herein; and

         WHEREAS, CCBF, CCB Bank and Executive desire to amend this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1. Effective Date. The effective time and date of this Agreement shall
be deemed to be 12:00:01 o'clock, a.m., on January 21, 1998 (the "Effective
Date").

         2. Definitions. The following defined terms are defined in the
referenced Sections of this Agreement.

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                  Term                                        Section
                  ----                                        -------

                  Accrued Obligations                         Section 8(a)(i)(A)
                  Additional Payment                          Section 10(a)
                  Base Salary                                 Section 6(a)
                  Bank Board                                  Section 6(a)
                  Benefit Plans                               Section 6(c)
                  Cause                                       Section 7(b)
                  CCBF Board                                  Section 3
                  Change of Control                           Section 9(b)
                  Change of Control Termination               Section 9(a)
                  Change of Control Termination Date          Section 9(a)
                  Code                                        Section 8(c)
                  Collateral Assignment                       Section 6(e)
                  Competitor                                  Section 13(a)
                  Continuing Period                           Section 9(c)(iv)
                  Commissioner                                Section 15(d)
                  Date of Termination                         Section 7(e)
                  Disability                                  Section 7(a)
                  Disability Effective Date                   Section 7(a)
                  Effective Date                              Section 1
                  EMIP                                        Section 6(b)(i)
                  Employment Period                           Section 4
                  Excise Tax                                  Section 10(a)
                  FDIC                                        Section 15(d)
                  Good Reason                                 Section 7(c)
                  Group                                       Section 9(b)
                  Incumbent Directors                         Section 9(b)
                  Insurance Policy                            Section 6(e)
                  Insurance Policy Buy-Out Option             Section 8(a)(vi)
                  IRS                                         Section 10(a)
                  ISOs                                        Section 8(c)
                  LTIP                                        Section 6(b)(ii)
                  1934 Act                                    Section 9(b)
                  Notice of Termination                       Section 7(d)
                  Other Benefits                              Section 8(a)(iv)
                  Options                                     Section 8(a)(v)
                  Payment                                     Section 10(a)
                  Person                                      Section 9(b)
                  Remaining Employment Period                 Section 8(a)(i)(B)
                  Restricted Period                           Section 8(a)(vii)
                  Split Dollar Agreement                      Section 6(e)
                  Subsidiaries                                Preamble
                  Target EMIP Bonus                           Section 8(a)(i)(A)
                  Target LTIP Award                           Section 8(a)(ii)
                  Welfare Benefit Plans                       Section 6(d)

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         3. Employment. Executive will be employed as the Senior Executive Vice
President in charge of the Administrative Group of each of CCBF and CCB Bank.
Executive's responsibilities, duties, prerogatives and authority in such
executive offices, and the clerical, administrative and other support staff and
office facilities provided to him, shall be those customary for the principal
executive officer of publicly held corporations generally and of holding
companies and financial institutions that are a part of the financial
institution industry specifically. In his executive capacities Executive shall
report to the President and Chief Executive Officer of CCBF and CCB Bank, as
applicable.

         4. Employment Period. Unless earlier terminated in accordance with
Sections 7 or 9 hereof, Executive's employment shall be for a renewing three (3)
year term (the "Employment Period"), beginning at the Effective Date. The
Employment Period shall, without further action by Executive, CCBF or CCB Bank,
be extended for an additional one (1) year on each anniversary of the Effective
Date, such that the remaining term of the Employment Period shall continue to be
three (3) years; provided, further, however, that CCBF and CCB Bank or Executive
may, by notice to the other, cause the Employment Period to cease to extend
automatically as of a specific anniversary of the Effective Date. Such notice
must be given and received at least eleven (11) months and thirty-one (31) days
prior to the anniversary of the Effective Date on which it is to be effective.
Upon the effectiveness of such notice, the Employment Period shall be fixed at
three (3) years, and the Employment Period shall terminate upon the expiration
of such three-year period.

         5. Extent of Service. During the Employment Period, and excluding any
periods of vacation, sick or other leave to which Executive is entitled under
this Agreement, Executive agrees to devote reasonable attention and time during
normal business hours to the business and affairs of CCBF and CCB Bank, and, to
the extent necessary to discharge the responsibilities assigned to Executive
hereunder, to use Executive's reasonable best efforts to perform faithfully and
efficiently his responsibilities and duties under this Agreement. During the
Employment Period it shall not be a violation of this Agreement for Executive to
(i) devote reasonable periods of time to charitable, trade association,
community and similar activities, and/or (ii) manage personal business interests
and investments, so long as such activities do not interfere with the
performance of Executive's responsibilities and duties under this Agreement. It
is expressly understood and agreed that to the extent that any such activities
have been conducted by Executive prior to the Effective Date, the continued
conduct of such activities (or the conduct of activities similar in nature and
scope thereto) subsequent to the Effective Date shall not thereafter be deemed
to interfere with the performance of Executive's responsibilities and duties
hereunder.

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         6. Compensation and Benefits.

                  (a) Base Salary. For the 1999 fiscal year CCBF will pay to
Executive a base salary in the amount of $313,200 per year ("Base Salary"), less
normal withholdings, payable in equal monthly or more frequent installments as
are customary under CCB Bank's payroll practices from time to time. The
Compensation Committee of the CCBF Board shall review Executive's total
compensation annually and in its sole discretion may adjust Executive's Base
Salary from year to year, but during the Employment Period neither the
Compensation Committee, the CCBF Board nor the Board of Directors of CCB Bank
(the "Bank Board") may decrease Executive's Base Salary below $313,200, and
periodic increases, once granted, shall not be subject to revocation. The annual
review of Executive's total compensation by the Compensation Committee will
consider, among other things, changes in the cost of living, Executive's own
performance and CCBF's consolidated performance.

                  (b)      Incentive Plans. During the Employment Period,
                           Executive shall be entitled:

                  (i)      to participate in CCBF's Executive Management
                           Incentive Plan ("EMIP"), and any successor or
                           substitute plan to the EMIP, in at least as favorable
                           a manner as any other participant of the same rank.
                           The President and Chief Executive Officer of CCBF and
                           CCB Bank shall recommend annually to the Compensation
                           Committee with respect to the Executive appropriate
                           minimum, target and maximum performance objectives,
                           and appropriate measures and weights for the
                           components of the performance objectives, for the
                           EMIP generally and shall also recommend minimum,
                           target and maximum bonus levels for the executive
                           employee participants in the EMIP (taking into
                           consideration any contractual rights of any such
                           participants). Executive's annual minimum, target and
                           maximum bonus levels under the EMIP shall be 0%, 50%,
                           and 100% of Executive's Base Salary for such year or
                           such greater levels as the Compensation Committee may
                           determine Executive's individual performance warrants
                           or as are necessary to satisfy the provisions of the
                           first sentence of this item (i); and

                  (ii)     to participate in CCBF's Long-Term Incentive Plan
                           ("LTIP"), and any successor or substitute plan to the
                           LTIP, in at least as favorable a manner as any other
                           participant of the same rank.

                  (c) Savings and Retirement Plans. During the Employment
Period, Executive shall be entitled to participate in all savings, pension and
retirement plans (including supplemental retirement plans), practices, policies
and programs applicable generally to senior executive employees of CCBF or CCB
Bank (the "Benefit Plans"), and on at least as favorable a basis as any other
participant of the same rank. Without limiting the foregoing, Benefit Plans
shall include the CCB Financial Corporation Retirement Plan, the CCB Financial
Corporation Retirement Savings Plan, the CCB Financial Corporation Retirement
Income Equity Plan, the CCB Financial Corporation Retirement Savings Equity Plan
and any substitute and successor plan to any of the foregoing.

                  (d) Welfare Benefit Plans. During the Employment Period,
Executive and/or Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under all welfare benefit plans,
practices, policies and programs provided by CCBF or CCB Bank (including,
without limitation, medical, hospitalization, prescription, dental, disability,
employee life, group life, accidental death and dismemberment, and travel
accident insurance plans and programs) to the

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extent applicable generally to senior executive employees of CCBF or CCB Bank
("Welfare Benefit Plans").

                  (e) Life Insurance. During the Employment Period, CCBF and CCB
Bank shall maintain a split-dollar life insurance agreement with Executive (the
"Split Dollar Agreement") and, together with Executive, maintain a related life
insurance policy to be owned by Executive (the "Insurance Policy") and
collaterally assigned to CCBF and/or CCB Bank (the "Collateral Assignment"),
providing coverage on the life of Executive for the benefit of Executive's
estate, beneficiaries designated by him, and/or trusts created by him. The
amount of life insurance coverage provided to, and the terms, provisions and
conditions of the coverage maintained for, Executive shall be at least as much
and at least as favorable to Executive as the amount, terms, provisions and
conditions of coverage provided and maintained, as applicable, under
split-dollar insurance agreements and policies maintained for other employees of
CCBF and/or CCB Bank of the same rank (taking into consideration differences in
age and health). Any exercise of the Insurance Policy Buy-Out Option (as defined
below) by Executive shall release CCBF and CCB Bank from any further obligation
to maintain the Split Dollar Agreement or the Insurance Policy.

                  (f) Expenses. During the Employment Period, Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Executive in accordance with the policies, practices and procedures of CCBF and
CCB Bank to the extent applicable generally to other senior executive employees
of CCBF or CCB Bank.

                  (g) Fringe and Similar Benefits. During the Employment Period,
Executive shall be entitled to fringe benefits in accordance with the plans,
practices, programs and policies of CCBF and CCB Bank in effect for senior
executive employees of CCBF or CCB Bank. In addition to, and not in lieu of, any
other provision of this Agreement, Executive shall receive annually an allowance
equal to three percent (3%) of his Base Salary for such fiscal year under CCB
Bank's "Senior Officer Perquisites" policy, payable and available for such uses
as are set forth in such policy.

                  (h) Vacation, Sick and Other Leave. During the Employment
Period, Executive shall be entitled annually to a minimum of twenty (20)
business days of paid vacation and shall be entitled to those number of business
days of paid disability, sick and other leave specified in the employment
policies of CCBF or CCB Bank.

                  (i) Allocation. CCBF and CCB Bank may allocate between them
for accounting and taxation purposes the payment of compensation to Executive
under this Agreement on the basis of such factors as they deem relevant and
appropriate; provided, however, that CCBF and CCB Bank shall be jointly and
severally liable and obligated to fulfill all obligations to Executive under
this Agreement.

         7. Termination of Employment (Other Than In Connection With A Change Of
Control).

                  (a) Death or Disability. Executive's employment with CCBF and
CCB Bank shall terminate automatically upon Executive's death during the
Employment Period. If the CCBF Board and the Bank Board determine in good faith
that the Disability of Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), they may give to
Executive written notice in accordance with Section 7(d) and 16(g) of this
Agreement of their intention to terminate Executive's employment. In such event,
Executive's employment with CCBF and CCB Bank shall terminate effective on the
60th day after receipt of such written notice by Executive (the "Disability

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Effective Date"), provided that, within the 30 days after such receipt,
Executive shall not have returned to full-time performance of Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
Executive from Executive's duties with CCBF and CCB Bank on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness or injury which is determined to be total and permanent by a
physician selected by the CCBF Board and the Bank Board, or the insurers of CCBF
and CCB Bank, and acceptable to Executive or Executive's legal representative,
which acceptance shall not be unreasonably withheld, subject to (i) CCBF's and
CCB Bank's obligations, and Executive's rights, under (A) the Americans With
Disabilities Act, 42 U.S.C. ss.ss.1210 ET SEQ., and (B) the Family and Medical
Leave Act, 29 U.S.C. ss.ss.2601 ET SEQ. (and the regulations promulgated under
the foregoing Acts), and (ii) the exclusion from such 180 business day
calculation of any business days constituting vacation days under Section 6(h)
and any business days which an employee is permitted to be absent under the
disability, sick or other leave policies of CCBF or CCB Bank.

                  (b) Cause. CCBF and CCB Bank may terminate Executive's
employment with CCBF and CCB Bank for Cause. For purposes of this Agreement,
"Cause" shall mean:

                  (i)      the willful and continued failure of Executive to
                           perform substantially Executive's duties with CCBF
                           and CCB Bank, other than any such failure resulting
                           from Disability, after a written demand for
                           substantial performance is jointly delivered to
                           Executive by the CCBF Board and the Bank Board which
                           specifically identifies the manner in which the CCBF
                           Board and the Bank Board believe that Executive has
                           not substantially performed Executive's duties, or

                  (ii)     the willful engaging by Executive in illegal conduct
                           or gross misconduct which is materially and
                           demonstrably injurious to CCBF and CCB Bank.

For purposes of this provision, no act or failure to act on the part of
Executive shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of CCBF and CCB Bank. Any act, or
failure to act, based upon authority given pursuant to resolutions duly adopted
by the CCBF Board or the Bank Board or based upon the advice of counsel for CCBF
or CCB Bank shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of CCBF and CCB Bank. The
cessation of employment of Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to Executive copies of resolutions
duly adopted by the affirmative votes of not less than three-quarters (3/4) of
the entire membership of each of the CCBF Board and the Bank Board at meetings
of such Boards called and held for such purpose (after reasonable notice is
provided to Executive and Executive is given an opportunity, together with
counsel, to be heard before the CCBF Board and the Bank Board), finding that, in
the good faith opinion of each such Board, Executive is guilty of the conduct
described in items (i) or (ii) above, and specifying the particulars thereof in
detail.

                  (c) Good Reason. Executive's employment may be terminated by
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

                  (i)      the assignment to Executive of any duties or
                           responsibilities inconsistent in any respect with
                           Executive's position (including status, offices,
                           titles, and reporting requirements), authority,
                           duties, prerogatives or responsibilities as
                           contemplated by Section 3 of this Agreement, or any
                           other action by CCBF or CCB Bank which results in a
                           diminution in such positions, authority, duties,
                           prerogatives or responsibilities, excluding for this
                           purposes an isolated, insubstantial and

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                           inadvertent action not taken in bad faith and which
                           is remedied by CCBF or CCB Bank, as applicable,
                           promptly after receipt of notice thereof given by
                           Executive;

                  (ii)     any failure by CCBF or CCB Bank to comply with any of
                           the provisions of Section 6 of this Agreement, other
                           than an isolated, insubstantial and inadvertent
                           failure not occurring in bad faith and which is
                           remedied by CCBF or CCB Bank, as applicable, promptly
                           after receipt of notice thereof given by Executive;

                  (iii)    the requirement by CCBF and/or CCB Bank that
                           Executive, without his consent, be based or conduct
                           on an on-going basis more than ten percent (10%) of
                           his activities under this Agreement at any office or
                           location more than 35 mile (by most direct highway
                           route) from the location of the headquarters building
                           of CCBF and CCB Bank in Durham, North Carolina as of
                           the Effective Date;

                  (iv)     any purported termination of Executive's employment
                           under this Agreement otherwise than as expressly
                           permitted by this Agreement; or

                  (v)      any failure by CCBF and/or CCB Bank to comply with
                           and satisfy Section 14(b) of this Agreement.

For purposes of this Section 7(c), any good faith determination of "Good Reason"
made by Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by CCBF and CCB
Bank for Disability or Cause or by Executive for Good Reason shall be
communicated by Notice of Termination to the other party thereto given in
accordance with Section 16(g) of this Agreement. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive's employment under the provision
so indicated, and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date (which
date shall be not more than 30 days after the giving of such notice except as
otherwise provided in Section 7(a)). The failure by Executive or CCBF and CCB
Bank to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Disability, Cause or Good Reason shall not waive any
right of Executive or CCBF and CCB Bank hereunder or preclude Executive or CCBF
and CCB Bank from asserting such fact or circumstance in enforcing Executive's
or CCBF's and CCB Bank's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means (i) if
Executive's employment is terminated by CCBF and CCB Bank for Cause or by
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if Executive's
employment is terminated by CCBF and CCB Bank other than for Cause or Disability
or other than by reason of death, the date of receipt of the Notice of
Termination, and (iii) if Executive's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death of
Executive or the Disability Effective Date, as the case may be.

         8. Obligations of CCBF and CCB Bank Upon Termination (Other Than In
Connection With A Change Of Control).

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                  (a) Other Than For Cause, Death or Disability. If, during the
Employment Period, CCBF shall terminate Executive's employment other than for
Cause, death or Disability, or Executive shall terminate his employment for Good
Reason (and, in each case, other than in connection with a Change of Control),
then in consideration of Executive's services rendered prior to such
termination;

                  (i)      CCBF and CCB Bank shall pay to Executive a lump sum
                           in cash within 30 days after the Date of Termination
                           the aggregate of the following amounts:

                           A.       the sum of (1) Executive's Base Salary
                                    through the Date of Termination to the
                                    extent not theretofore paid, (2) the product
                                    of (x) Executive's "target" bonus for the
                                    then current fiscal year under the EMIP as
                                    described in Section 6(b)(i) above ("Target
                                    EMIP Bonus"), and (y) a fraction, the
                                    numerator of which is the number of days in
                                    the current fiscal year through the Date of
                                    Termination, and the denominator of which is
                                    365, and (3) any compensation previously
                                    deferred by Executive (together with any
                                    accrued interest or earnings thereon) and
                                    any accrued vacation pay, in each case to
                                    the extent not theretofore paid (the sum of
                                    the amounts described in clauses (1), (2),
                                    and (3) shall be hereinafter referred to as
                                    the "Accrued Obligations"); and

                           B.       the amount equal to the product of (1) the
                                    number of days remaining in the Employment
                                    Period from and after the Date of
                                    Termination (the "Remaining Employment
                                    Period"), and (2) Executive's Base Salary
                                    divided by 365; and

                           C.       the amount equal to the product of (1) the
                                    number of days in the Remaining Employment
                                    Period, and (2) Executive's Target EMIP
                                    Bonus divided by 365; and

                           D.       an amount equal to the excess of (a) the
                                    actuarial equivalent of Executive's benefits
                                    under the Benefit Plans that are qualified
                                    defined benefit retirement plans (utilizing
                                    actuarial assumptions no less favorable to
                                    Executive than those in effect under the CCB
                                    Financial Corporation Retirement Plan on the
                                    Date of Termination) and any Benefit Plans
                                    that are excess or supplemental retirement
                                    plans in which Executive participates which
                                    Executive would receive if Executive's
                                    employment continued throughout the
                                    Remaining Employment Period, assuming for
                                    this purpose that all accrued benefits are
                                    fully vested and assuming that Executive's
                                    compensation in each remaining year of the
                                    Employment Period is the Base Salary plus
                                    the Target EMIP Bonus, over (b) the
                                    actuarial equivalent of Executive's actual
                                    benefits (paid or payable), if any, under
                                    such Benefit Plans as of the Date of
                                    Termination; and

                  (ii)     CCBF shall immediately grant, if not theretofore
                           granted for the fiscal year in which the Date of
                           Termination occurs, an award under the LTIP of the
                           same type and in the same quantitive amount as
                           Executive's "target" award under the LTIP for the
                           current fiscal year ("Target LTIP Award"), which
                           award shall be vested and non-forfeitable as of the
                           Date of Termination (assuming for calculation
                           purposes that the LTIP's superior performance
                           objective for such fiscal year has

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                           been met) and shall be exercisable on and after the
                           first day subsequent to the six (6) months following
                           the date of grant; and

                  (iii)    for the Remaining Employment Period, or such longer
                           period as may be provided by the terms of the
                           appropriate plan, program, practice or policy, CCBF
                           and CCB Bank shall continue to provide benefits to
                           Executive and/or Executive's family at least equal to
                           those which would have been provided to them in
                           accordance with the Welfare Benefit Plans described
                           in Section 6(d) of this Agreement if Executive's
                           employment had not been terminated; provided,
                           however, that if Executive becomes re-employed with
                           another employer and is eligible to receive
                           substantially the same benefits under the other
                           employer's plans as Executive would receive under the
                           Welfare Benefit Plans under this item (iii), the
                           benefits under the Welfare Benefit Plans shall be
                           secondary to those provided under such other
                           employer's plans during such applicable period of
                           eligibility. For purposes of determining eligibility
                           and years-of-service credit (but not the time of
                           commencement of benefits) of Executive for retiree
                           benefits pursuant to such Welfare Benefit Plans,
                           Executive shall be considered to have remained
                           employed throughout the Remaining Employment Period
                           and to have retired on the last day of such period;
                           and

                  (iv)     to the extent not theretofore paid or provided, CCBF
                           and CCB Bank shall timely pay or provide to Executive
                           any other amounts or benefits required to be paid or
                           provided herein or which Executive is eligible to
                           receive under any Welfare Benefit Plan or any other
                           plan, program, policy or practice or contract or
                           agreement of CCBF or CCB Bank (such other amounts and
                           benefits shall be hereinafter referred to as the
                           "Other Benefits"); and

                  (v)      all options to acquire capital stock of CCBF
                           ("Options") previously granted to Executive,
                           including those awarded under item (ii) above, that
                           are unvested on the Date of Termination shall be
                           deemed vested, fully exercisable and non-forfeitable
                           as of the Date of Termination and all previously
                           granted Options that are vested, but unexercised, on
                           the Date of Termination shall remain exercisable, in
                           each case for the period during which they would have
                           been exercisable absent the termination of
                           Executive's employment; and

                  (vi)     during the Remaining Employment Period, CCBF and CCB
                           Bank shall maintain the Split Dollar Agreement and
                           continue to pay all premiums due under the Split
                           Dollar Agreement and the Insurance Policy; provided,
                           however, that upon or at any time prior to the
                           expiration of the Remaining Employment Period,
                           Executive or the then owner of the Insurance Policy
                           may terminate the Split Dollar Agreement and the
                           Collateral Assignment by paying to CCBF and/or CCB
                           Bank an amount equal to the total amount of the
                           premiums advanced by CCBF and/or CCB Bank in
                           accordance with the Split Dollar Agreement as of the
                           date of the termination of the Split Dollar
                           Agreement, minus any withdrawals of cash value or
                           loans proceeds received by CCBF and/or CCB Bank from
                           the cash value of the Insurance Policy and which were
                           made to CCBF and/or CCB Bank as of the date of the
                           termination of the Split Dollar Agreement (such
                           payment may, in the discretion of Executive or other
                           owner of the policy, be made in cash or may be
                           accomplished by means of a loan or withdrawal of cash
                           values of the Insurance

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                           Policy which is authorized by the Executive or such
                           other owner of the Insurance Policy) (the "Insurance
                           Policy Buy-Out Option");

                  (vii)    provided, however, that notwithstanding any provision
                           of this Agreement to the contrary, Executive shall
                           forfeit his right to receive, or, to the extent such
                           amounts have previously been paid to Executive, shall
                           repay in full to CCBF or CCB Bank, as applicable,
                           with interest at 8% per annum within 30 days of a
                           final determination of Executive's liability therefor
                           as set forth below, the sum of the amounts described
                           in Section 8(a)(i)(B) and (C) of this Agreement if
                           any time during the Employment Period or the
                           Remaining Employment Period (the "Restricted Period")
                           Executive violates the restrictive covenants set
                           forth in Section 13 of this Agreement. Any
                           determination of whether Executive has violated such
                           covenants shall be made by arbitration in Durham,
                           North Carolina under the Rules of Commercial
                           Arbitration (the "Rules") of the American Arbitration
                           Association, which Rules are deemed to be
                           incorporated by reference herein.

                  (b) Death. If Executive's employment is terminated by reason
of Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to Executive's legal representatives under
this Agreement, except that; (i) Accrued Obligations shall timely be paid as
provided below; (ii) Other Benefits shall be timely paid or provided as
described below; (iii) all Options previously granted to Executive that vested
at or prior to the Date of Termination shall remain exercisable for the longer
of twelve (12) months and the exercise period in effect immediately prior to the
Date of Termination; (iv) all Options previously granted to Executive and
scheduled to vest in the year of death shall immediately vest and be exercisable
for the exercise period set forth in the applicable grants; and (v) Executive's
rights to all benefits under all Benefit Plans that are "non-qualified" plans
shall be 100% vested, regardless of Executive's age or years of service, at the
time of Executive's death. Accrued Obligations shall be paid to Executive's
estate or beneficiary, as applicable, in a lump sum in cash within 30 days of
the Date of Termination. With respect to the provision of Other Benefits, the
term Other Benefits as utilized in this Section 8(b) shall include, without
limitation, and Executive's estate and/or beneficiaries shall be entitled to
receive, all benefits under CCBF's and CCB Bank's plans, programs, practices and
policies relating to death benefits, if any, as are applicable generally to
senior executive employees of CCBF or CCB Bank and their beneficiaries, and on
the same basis as such senior executive employees and their beneficiaries.
Without limiting the foregoing, for one (1) year after Executive's death, CCBF
and CCB Bank shall pay any premium required for any "qualified beneficiary" to
continue his or her health care coverage in accordance with Title I, Part 6 of
the Employee Retirement Security Act of 1974, as amended.

                  (c) Disability. If Executive's employment is terminated by
reason of Executive's Disability during the Employment Period, this Agreement
shall terminate without further obligations to Executive, except that: (i)
Accrued Obligations shall be timely paid as provided below; (ii) Other Benefits
shall be timely paid or provided as described below; (iii) all Options that are"
incentive stock options" ("ISOs"), as described in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and that vested at or prior to
the Date of Termination shall remain exercisable for the lesser of twelve (12)
months and the period of exercise in effect immediately prior to the Date of
Termination; (iv) all Options previously granted and scheduled to vest in the
year in which the Date of Termination occurs shall immediately vest and be
exercisable (A) in the case of ISOs, for twelve (12) months from the Date of
Termination, and (B) in the case of Options that are not ISOs, for the exercise
period set forth in the applicable grant; (v) all other Options that vested at
or prior to the Date of Termination shall remain

                                       10
<PAGE>
exercisable for the period of exercise in effect immediately prior to the Date
of Termination; and (vi) Executive may exercise his Insurance Plan Buy-Out
Option on the Date of Termination. Accrued Obligations shall be paid to
Executive in a lump sum in cash within 30 days of the Date of Termination. With
respect to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 8(c) shall include, without limitation, and Executive shall be
entitled after the Date of Termination to receive, all disability and other
benefits under all Welfare Benefit Plans and all other plans, programs,
practices, and policies of CCBF and CCB Bank relating to disability, if any, as
are applicable generally to senior executive employees of CCBF and CCB Bank and
their families, and on the same basis as such senior executive employees and
their families.

                  (d) Cause. If Executive's employment shall be terminated for
Cause during the Employment Period, this Agreement shall terminate without
further obligations to Executive, except that (i) the Accrued Obligations shall
be paid in a lump sum in cash within 30 days of the Date of Termination, and
(ii) Other Benefits shall be paid or provided in a timely manner, in each case
to the extent theretofore unpaid; provided, however, that Executive's right to
continue to participate in Welfare Benefit Plans shall terminate on the 30th day
following the Date of Termination, subject to his rights under the Consolidated
Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. ss.1161 ET SEQ.

         9. Termination In Connection With a Change of Control.

                  (a) Change of Control Termination. In the event that during
the Employment Period, CCBF and CCB Bank terminate Executive's employment other
than for Cause or Disability or Executive terminates such employment for Good
Reason, in any of the foregoing cases within one (1) year after a Change of
Control (each a "Change of Control Termination"), Executive shall be entitled to
receive the payments and benefits specified in this Section 9. The date on which
CCBF and CCB Bank or Executive receives notice in accordance with Section 16(g)
of a Change of Control Termination shall be deemed the Change of Control
Termination Date.

                  (b) Definition of Change of Control. A Change of Control shall
be deemed to have occurred upon: (i) any "Person" or "Group" (as defined in or
pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), but not including CCBF, CCB Bank, any other Subsidiary
or any "employee benefit plan" (as defined in or pursuant to the Employee
Retirement Income Security Act of 1974, 29 U.S.C. ss.1002(3), and as used herein
"Person" or "Group") becoming the "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act) or otherwise acquiring control, directly or indirectly, of
securities of CCBF representing twenty-five percent (25%) or more of the voting
power of CCBF's then outstanding securities; (ii) the acquisition by any Person
or Group in any manner of the ability to elect, or to control the election, of a
majority of the directors of CCBF or CCB Bank; (iii) the merger of CCBF or CCB
Bank into another entity, the merger of any entity into CCBF or CCB Bank or the
acquisition of assets by CCBF or CCB Bank, in any such case with the result that
the beneficial owners of CCBF's and CCB Bank's outstanding securities
immediately prior to such transaction do not beneficially own more than sixty
percent (60%) of CCBF's and CCB Bank's outstanding securities after the
consummation of such transaction; (iv) the sale or other transfer of more than
fifty percent (50%) of the assets of CCBF or CCB Bank to any entity not
controlled by CCBF; (v) the consummation of any transaction by CCBF or CCB Bank
that results (A) in the majority of the Boards of Directors of CCBF and CCB Bank
after the consummation of such transaction not being composed of Incumbent
Directors, or (B) the beneficial owners of CCBF's outstanding securities
immediately prior to the consummation of such a transaction not beneficially
owning more than sixty percent (60%) of CCBF's outstanding securities after such
transaction; or (vi) the occurrence of any other event or circumstance which is
not described in the foregoing provisions of this Section 9(b) but which the
CCBF Board determines affects

                                       11
<PAGE>
control of CCBF and/or CCB Bank and constitutes a Change of Control for purposes
of this Agreement. The term "Incumbent Director" shall mean any director who as
of the Effective Date was a member of the CCBF Board or the Bank Board, or any
individual becoming a member of the CCBF Board or the Bank Board subsequent to
the Effective Date whose election by CCBF shareholders or by the shareholder of
CCB Bank, as applicable, was recommended by at least two-thirds (2/3) of the
then Incumbent Directors on the CCBF Board or the Bank Board, as applicable.

         Notwithstanding the foregoing, a Change of Control shall not include
any transaction to which Executive consents in a writing specifically noting
this provision of this Agreement.

                  (c)      Change of Control Payments and Benefits. Upon a
                           Change of Control Termination:

                           (i)      CCBF and CCB Bank shall pay to Executive in
                                    a lump sum in cash within 30 days after the
                                    date of the Change In Control Termination
                                    Date the aggregate of the following amounts:

                                    (A)     the sum of the Accrued Obligations;
                                            and

                                    (B)     an amount equal to 2.99 times the
                                            total of Executive's Base Salary and
                                            Target EMIP Bonus; and

                                    (C)     an amount equal to the excess of (a)
                                            the actuarial equivalent of the
                                            benefits under CCBF's Benefit Plans
                                            that are qualified defined benefit
                                            retirement plans (utilizing
                                            actuarial assumptions no less
                                            favorable to Executive than those in
                                            effect under the CCB Financial
                                            Corporation Retirement Plan on the
                                            Change of Control Termination Date)
                                            and any Benefit Plan that are excess
                                            or supplemental retirement plans in
                                            which Executive participates which
                                            Executive would receive if
                                            Executive's employment continued
                                            throughout the Remaining Employment
                                            Period, assuming for this purpose
                                            that all accrued benefits are fully
                                            vested, and, assuming that
                                            Executive's compensation in each
                                            remaining year of the Employment
                                            Period is the Base Salary plus the
                                            Target EMIP Bonus, over (b) the
                                            actuarial equivalent of Executive's
                                            actual benefits (paid or payable),
                                            if any, under such Benefit Plans as
                                            of the Change of Control Termination
                                            Date; and

                           (ii)     Unless the relevant Change of Control is a
                                    merger of CCBF or CCB Bank with another
                                    Person or entity which is intended to be
                                    accounted for under the pooling-of-interests
                                    method and which has been approved by the
                                    vote of such number of Incumbent Directors
                                    as comprised a majority of the CCBF Board or
                                    the Bank Board, as applicable, CCBF shall
                                    immediately grant, if not theretofore
                                    granted for the fiscal year in which the
                                    Change of Control Termination Date occurs,
                                    an award under the LTIP of the same type and
                                    in the same quantitive amount as the Target
                                    LTIP Award, which award shall be vested and
                                    non-forfeitable as of the Change of Control
                                    Termination Date (assuming for calculation
                                    purposes that the LTIP's superior
                                    performance objective for such fiscal year
                                    has been met) and shall be exercisable on
                                    and after the first day subsequent to the
                                    six (6) months following the date of grant;
                                    and

                                       12
<PAGE>
                           (iii)    CCBF shall immediately grant, if not
                                    theretofore granted for the fiscal year in
                                    which the Date of Termination occurs, an
                                    award under the EMIP of the same type and in
                                    the same quantitive amount as the Target
                                    EMIP Bonus, which award shall be distributed
                                    as of the Change of Control Termination Date
                                    (assuming for calculation purposes that the
                                    EMIP's maximum performance objective for
                                    such fiscal year has been met); and

                           (iv)     for the number of days remaining in the
                                    Employment Period from and after the Change
                                    of Control Termination Date (the "Continuing
                                    Period"), or such longer period as may be
                                    provided by the terms of the appropriate
                                    plan, program, practice or policy, CCBF and
                                    CCB Bank shall continue benefits to
                                    Executive and/or Executive's family at least
                                    equal to those which would have been
                                    provided to them in accordance with the
                                    Welfare Benefit Plans described in Section
                                    6(d) of this Agreement if Executive's
                                    employment had not been terminated;
                                    provided, however, that if Executive becomes
                                    re-employed with another employer and is
                                    eligible to receive substantially the same
                                    benefits under the other employer's plans as
                                    Executive would receive under the Welfare
                                    Benefit Plans under this item (iv), the
                                    benefits under the Welfare Benefit Plans
                                    shall be secondary to those provided under
                                    such other plans during such applicable
                                    period of eligibility. For purposes of
                                    determining eligibility and years-of-service
                                    credit (but not the time of commencement of
                                    benefits) of Executive for retiree benefits
                                    pursuant to such Welfare Benefit Plans,
                                    Executive shall be considered to have
                                    remained employed through the Continuing
                                    Period and to have retired on the last day
                                    of such period; and

                           (v)      all Options previously granted to Executive
                                    that are unvested as of the Change of
                                    Control Termination Date shall be deemed
                                    vested, fully exercisable and
                                    non-forfeitable as of the Change of Control
                                    Termination Date (provided, however, that
                                    Options granted less than six (6) months
                                    before the Change of Control Termination
                                    Date shall not be exercisable until the
                                    first day subsequent to the six (6) months
                                    following their dates of grant) and all
                                    previously granted Options that are vested,
                                    but unexercised, on the Change of Control
                                    Termination Date shall remain exercisable,
                                    in each case for the period during which
                                    they would have been exercisable absent the
                                    termination of Executive's employment; and

                           (vi)     Executive's benefits under all Benefit Plans
                                    that are non-qualified plans shall be 100%
                                    vested, regardless of Executive's age or
                                    years of service, as of the Change of
                                    Control Termination Date; and

                           (vii)    CCBF and CCB Bank shall maintain and
                                    continue to pay during the Continuing Period
                                    all premiums due under the Split Dollar
                                    Agreement and the Insurance Policy;
                                    provided, however, that upon or at any time
                                    prior to the expiration of the Continuing
                                    Period, Executive may exercise his Insurance
                                    Policy Buy-Out Option.

         10. Additional Payments

                                       13
<PAGE>
                  (a) Amount of Additional Payments. Anything in this Agreement
seemingly to the contrary notwithstanding, in the event it shall be determined
that any or the aggregate of all payments, distributions, accelerations of
vesting, awards and provisions of benefits by CCBF and/or CCB Bank to or for the
benefit of the Executive (whether paid or payable, distributed or distributable,
accelerated, awarded or provided pursuant to the terms of this Agreement or
otherwise) (a "Payment") would constitute an "excess parachute payment" within
the meaning of Section 280G of the Code and subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then prior to the making of any
Payment to the Executive, a calculation shall be made of the amount of the
Excise Tax and an additional cash payment (the "Additional Payment") shall be
promptly made to the Executive in the sum of (i) the Excise Tax and (ii) the
total of any Excise Tax and income tax or any other tax payable on the amounts
specified in item (i) and this item (ii). In addition, if it shall be determined
at any time by reference to Internal Revenue Service ("IRS") regulations or
rulings, as a consequence IRS audits or assessments of Executive (or in
settlement thereof), by reference to the terms of the final judgment of a court
or other judicial body of competent jurisdiction or as a result of other similar
events requiring Executive to pay an Excise Tax or any income or other excise
tax on the amounts specified in this Section 10(a), that an Additional Payment
made was less than the sums specified in items (i) and (ii) above, CCBF and CCB
Bank promptly shall make a further cash payment to Executive in the sum of (x)
such deficit and (y) any Excise Tax and any income tax or any other tax on such
further cash payment.

                  (b) Determination of Excise Tax and Other Amounts. The
determination of whether an Excise Tax would be imposed, the amount of such
Excise Tax, and the calculation of the amounts referred to in Section 10(a)
shall be made by CCBF's and CCB Bank's regular independent accounting firm or,
at the election of Executive, another nationally recognized independent
accounting firm (either, the "Accounting Firm") which shall provide detailed
supporting analyses and calculations. All fees and expenses of the Accounting
Firm shall be borne solely by CCBF and CCB Bank. Any determination by the
Accounting Firm shall be binding upon CCBF, CCB Bank and Executive.

         11. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit Executive's continuing or future participation in any plan, program,
policy, or practice provided by CCBF, CCB Bank or any other Subsidiary and for
which Executive may qualify, nor, subject to Section 14(e), shall anything
herein limit or otherwise affect such rights as Executive may have under any
contract or agreement with CCBF, CCB Bank or any other Subsidiary. Amounts which
are vested benefits or which Executive is otherwise entitled to receive under
any plan, policy, practice or program of or any contract or agreement with CCBF,
CCB Bank or other Subsidiary at or subsequent to a Date of Termination or Change
of Control Termination Date shall be payable in accordance with such plan,
policy, practice or program or such contract or agreement except as explicitly
modified by this Agreement.

         12. Full Settlement. CCBF's and CCB Bank's obligation to make the
payments provided for in this Agreement and otherwise to perform their
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which CCBF or CCB Bank may
have against Executive or others. In no event shall Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement;
provided, however, that Executive's right to receive benefits under Welfare
Benefit Plans to the extent that Executive obtains other employment shall be
limited as provided in Sections 8(a)(iv) and 9(c)(iv). CCBF and CCB Bank agree
to pay as incurred, to the full extent permitted by law, all legal fees and
expenses which Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by CCBF and CCB Bank, Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance

                                       14
<PAGE>
thereof (including as a result of any contest by Executive about the amount of
any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the "applicable federal rate" provided for in Section
7872(f)(2)(A) of the Code.

         13. Covenants.

                  (a) Covenant Not to Compete. During the Restricted Period,
Executive shall not, within the States of North Carolina and South Carolina,
directly or indirectly, in any capacity, render his services, or engage or have
a financial interest in, any business that shall be competitive with any of
those business activities in which CCBF or any of its Subsidiaries that are
financial institutions, is engaged as of the date of this Agreement (a
"Competition"), which business activities include the provision of banking
services (collectively, the "Business"); provided, however, that Executive's
ownership of less than three percent (3%) of the outstanding securities of any
Competitor that has a class of securities listed on a securities exchange or
qualified for quotation on any over-the-counter market shall not be a violation
of the foregoing. If a court determines that the foregoing restrictions are too
broad or otherwise unreasonable under applicable law, including with respect to
time, scope or territory, the court is hereby requested and authorized by the
parties hereto to revise the foregoing restrictions to include the maximum
restrictions allowable under applicable law.

                  (b) Covenant No to Solicit Customers. During the Restricted
Period, Executive shall not, directly or indirectly, individually or on behalf
of any other person or entity (other than CCBF or a Subsidiary), solicit the
provision of banking services to any person, partnership, corporation or other
entity who is or was (i) a customer of any Subsidiary during any part of the
twelve (12) month period immediately prior to the Date of Termination, or (ii) a
potential customer to whom any Subsidiary solicited the provision of banking
services during any part of the twelve (12) month period immediately prior to
the Date of Termination.

                  (c) Covenant Not to Solicit Employees. During the Restricted
Period, Executive shall not, directly or indirectly, individually or on behalf
of any other person or entity, solicit, recruit or entice, directly or
indirectly, any employee of CCBF or any Subsidiary to leave the employment of
CCBF or such Subsidiary to work with Executive or with any person, partnership,
corporation or other entity with whom Executive is or becomes affiliated or
associated.

                  (d) Reasonableness of Scope and Duration. The parties hereto
agree that the covenants and agreements contained in this Section 13 are
reasonable in their time, territory and scope, and they intend that they be
enforced, and no party shall raise any issue of the reasonableness of the time,
territory or scope of any such covenants in any proceeding to enforce any such
covenants.

                  (e) Enforceability. Executive agrees that monetary damages
would not be a sufficient remedy for any breach or threatened breach of the
provisions of this Section 13, and that in addition to all other rights and
remedies available to CCBF, CCBF shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any such breach or
threatened breach.

                  (f) Separate Covenants and Severability. The covenants and
agreements contained in this Section 13 shall be construed as separate and
independent covenants. Should any part or provision of any such covenant or
agreement be held invalid, void or unenforceable in any court of competent
jurisdiction, no other part or provision of this Agreement shall be rendered
invalid, void or unenforceable by a court of competent jurisdiction, no other
part or provision of this Agreement shall be rendered invalid, void or
unenforceable as a result. If any portion of the foregoing provisions is found
to be invalid or unenforceable by a court of competent jurisdiction unless
modified, it is the intent of the parties that

                                       15
<PAGE>
the otherwise invalid or unreasonable term shall be reformed, or a new
enforceable term provided, so as to most closely effectuate the provisions as is
validly possible.

                  (g) Inapplicability. The provisions of this Section 13 shall
not be operative upon, or be in any way enforceable against Executive at or
after, a Change of Control Termination or a termination of Executive's
employment by CCBF and CCB Bank other than for Cause, death or Disability (i.e.,
a termination without Cause).

         14. Assignment and Successors.

                  (a) Executive. This Agreement is personal to Executive and
without the prior written consent of CCBF and CCB Bank shall not be assignable
by Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by Executive's
legal representatives.

                  (b) CCBF and CCB Bank. This Agreement shall inure to the
benefit of and be binding upon CCBF and CCB Bank and their respective successors
and assigns. Each of CCBF and CCB Bank will require any successor to it (whether
direct or indirect, by stock or asset purchase, merger, consolidation or
otherwise) to all or substantially all of its business or more than fifty
percent (50%) of its assets to assume expressly and agree to perform this
Agreement in the same manner and to the same extent it would be required to
perform it if no such succession had taken place. As used in this Agreement,
"CCBF" and "CCB Bank" shall mean CCBF and CCB Bank as hereinbefore defined and
any successor to their respective businesses and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         15. Regulatory Intervention. Notwithstanding anything in this Agreement
to the contrary, the obligations of CCBF and CCB Bank under this Agreement are
subject to the following terms and conditions:

                  (a) If the Executive is suspended and/or temporarily
prohibited from participating in the conduct of CCBF's or CCB Bank's affairs by
a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
Act (12 U.S.C. ss.1818 (e)(3) and (g)(1)), CCBF's or CCB Bank's obligations
hereunder, as applicable, shall be suspended as of the date of service unless
stayed by appropriate proceedings. If the charges in the notice are dismissed,
all of CCBF's or CCB Bank's obligations, as applicable, which were suspended
shall be reinstated.

                  (b) If Executive is removed and/or permanently prohibited from
participating in the conduct of CCBF's or CCB Bank's affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
ss.1818 (e)(4) and (g)(1)), all obligations of CCBF or CCB Bank, as applicable,
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the parties shall not be affected.

                  (c) If CCB Bank is in default (as defined in Section 3(x)(1)
of the Federal Deposit Insurance Act (12 U.S. C. ss.1813 (x)(1)), all
obligations of CCB Bank under this Agreement shall terminate as of the date of
default, but any vested rights of Executive shall not be affected.

                  (d) All obligations of CCB Bank under this Agreement shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of CCB Bank, if so ordered by the North
Carolina Commissioner of Banks (the "Commissioner") at the time the

                                       16
<PAGE>
Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to
provide assistance to or on behalf of CCB Bank under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. ss.1823 (c)), or
if so ordered by the Commissioner at the time the FDIC approves a supervisory
merger to resolve problems related to operation of CCB Bank or when CCB Bank is
determined by the Commissioner to be in an unsafe or unsound condition. Any
rights of Executive that shall have vested under this Agreement shall not be
affected by such action.

                  (e)      With regard to the provisions of this Section 15(a)
                           through (d):

                  (i)      CCBF and CCB Bank agree to use their best efforts to
                           oppose any such notice of charges as to which there
                           are reasonable defenses;

                  (ii)     In the event the notice of charges is dismissed or
                           otherwise resolved in a manner that will permit CCBF
                           and/or CCB Bank to resume their obligations to pay
                           compensation hereunder, CCBF and/or CCB Bank will
                           promptly make such payment hereunder; and

                  (iii)    During any period of suspension under Section 15(a),
                           the vested rights of Executive shall not be affected
                           except to the extent precluded by such notice.

                  (f) CCB Bank's obligations to provide compensation or other
benefits to Executive under this Agreement shall be terminated or limited to the
extent required by the provisions of any final regulation or order of the FDIC
promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C.
ss.1828(k)) limiting or prohibiting any "golden parachute payment" as defined
therein, but only to the extent that the compensation or payments to be provided
by CCB Bank under this Agreement are so prohibited or limited.

                  (g) It is intended by CCBF, CCB Bank and Executive that if
only one of CCBF and CCB Bank is prohibited from fulfilling its obligations
under this Agreement in any of the circumstances described in the above
provisions of this Section 15 (whether for a period or permanently), the other
shall remain obligated to fulfill all obligations of CCBF and CCB Bank under
this Agreement.

         16. Miscellaneous.

                  (a) No Mitigation. Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise and, except as provided in Sections 8(a)(iv) and
9(c)(iv), no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.

                  (b) Waiver. Failure of either part to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.

                  (c) Severability. If any provision or covenant, of any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the

                                       17
<PAGE>
remaining provisions or covenants, or any part thereof, of this Agreement, all
of which shall remain in full force and effect.

                  (d) Other Agents. Nothing in this Agreement is to be
interpreted as limiting CCBF or CCB Bank from employing other personnel on such
terms and conditions as may be satisfactory to it.

                  (e) Entire Agreement. Except as provided herein, this
Agreement contains the entire agreement among CCBF, CCB Bank and Executive, with
respect to the subject matter hereof and supersedes and invalidates any previous
employment and severance agreements or contracts with Executive, including,
without limitation, that certain Change of Control Agreement, dated July 17,
1995, by and between CCB Bank and Executive which is amended and restated
herein. No representations, inducements, promises or agreements, oral or
otherwise, which are not embodied herein, shall be of any force or effect.

                  (f) Governing Law. Except to the extent preempted by federal
law, the laws of the State of North Carolina shall govern this Agreement in all
respects, whether as to its validity, construction, capacity, performance or
otherwise.

                  (g) Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered or seven (7) days after mailing if
mailed, first class, certified mail, postage prepaid:

                  To CCBF and CCB Bank:

                  CCB Financial Corporation
                  111 Corcoran Street
                  Durham, North Carolina  27702-0931
                  Attention:  Chairman of the Board

                  To Executive:

                  J. Scott Edwards
                  2323 Trail Woods Drive
                  Durham, North Carolina  27705

Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

                  (h) Amendments and Modifications. This Agreement may be
amended or modified only by a writing signed by all parties hereto, which makes
specific reference to this Agreement.

                                       18
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Employment and Amended and Restated Change of Control Agreement (As
Amended) as of August 1, 1999.

                                         CCB FINANCIAL CORPORATION


                                         By:/s/ ERNEST C. ROESSLER
                                            ------------------------------------
                                         Title: Chairman and President
                                               ---------------------------------


                                         CENTRAL CAROLINA BANK AND
                                                  TRUST COMPANY


                                         By:/s/ ERNEST C. ROESSLER
                                            ------------------------------------
                                         Title: Chairman and President
                                               ---------------------------------

                                         EXECUTIVE:


                                         /s/ J. SCOTT EDWARDS
                                         ---------------------------------------
                                         J. Scott Edwards


                                       19