Exhibit 10.6

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into as of the 15th day of October, 1999 by and between CCB
Financial Corporation, a North Carolina corporation ("CCB"), and William L.
Abercrombie, Jr. ("Executive").

                                   BACKGROUND
                                   ----------

         WHEREAS, Executive serves as the Chief Executive Officer of American
Federal Bank, FSB, a federal stock savings bank and a subsidiary of CCB
("American Federal"); and

         WHEREAS, on July 31, 1997, Executive and CCB entered into an Employment
Agreement (the "Prior Agreement"), and Executive and CCB desire to amend and
restate such the Prior Agreement as set forth herein.

         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 date of this Agreement is October 15,
1999 (the "Effective Date").

         2. Employment. Executive shall continue to be employed as an Executive
Vice President of CCB, and, pursuant to an Amended and Restated Employment
Agreement between Executive and American Federal, also dated as of October 15,
1999 (the "AFB Agreement"), he shall continue to be employed as the Chief
Executive Officer of American Federal until such time as American Federal shall
be merged into Central Carolina Bank and Trust Company ("CCB Bank"). Upon such
merger, Executive shall be an Executive Vice President of CCB Bank. Executive's
responsibilities under this Agreement shall be in accordance with the policies
and objectives established by the Board of Directors of CCB. In such capacity,
Executive will report directly to the Chief Executive Officer of CCB.

         3. Employment Period. Unless earlier terminated in accordance with
Section 6 of this Agreement, Executive's employment shall be for the term
beginning the Effective Date and ending at 11:59:59 o'clock, p.m., on October
15, 2002 (the "Employment Period").

         4. Extent of Service. During the Employment Period, and excluding any
periods of vacation and sick leave to which Executive is entitled, Executive
agrees to devote his business time, attention, skill and efforts to the faithful
performance of his duties hereunder; provided, however, that with the approval
of the Board of Directors of CCB, Executive may serve, or continue to serve, on
the boards of directors of, and hold any other offices or positions in, such
companies or organizations, which, in such Board's judgment, will not present
any material conflict of interest with CCB or any of its subsidiaries, divisions
or affiliates, or will not unfavorably affect the performance of Executive's
duties pursuant to this Agreement, or will not violate any applicable statute or
regulation. During the Employment Period, it shall not be a violation of this
Agreement
<PAGE>

for Executive to (i) devote reasonable periods of time to charitable and
community 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 hereunder.

         5.       Compensation and Benefits.

                  (a) Base Salary. During the Employment Period, CCB will pay to
Executive a base salary of $327,000 per calendar year ("Base Salary") and an
additional fixed bonus compensation of $166,454 per calendar year ("Bonus") (the
Base Salary and the Bonus are collectively referred to hereinafter as the
"Compensation"). The Compensation, less normal withholdings, shall be payable in
equal twice monthly installments under CCB's payroll practices from time to
time. Executive's Compensation shall be prorated on a daily basis for portions
of calendar years occurring during the Employment Period. As of the Effective
Date, Executive shall cease to be a participant in CCB's Executive Management
Incentive Plan (the "EMIP"). Executive shall receive the portion of his calendar
year 1999 bonus under the EMIP allocable to the period from January 1, 1999 to,
but not including, the Effective Date in a lump sum, less applicable
withholdings, on the day prior to the Effective Date.

                  (b) Savings and Retirement Plans. During the Employment
Period, Executive shall be entitled to participate in all savings and retirement
plans, practices, policies and programs applicable generally to senior executive
officers of CCB and its affiliated companies, and on the same basis as such
other senior executive officers, with full credit given for Executive's total
accumulated years of service at American Federal for purposes of determining
vesting and eligibility. In addition, under the Prior Agreement, CCB assumed and
maintained on behalf of Executive that certain Supplemental Retirement Benefit
Agreement, dated as of December 19, 1994, between Executive and American Federal
(the "AFB SERP"). If so requested by Executive, CCB shall continue to maintain
the AFB SERP.

                  (c) Incentive Plans. Those options to acquire shares of CCB's
Common Stock granted to Executive in his capacity as an executive officer of CCB
prior to the Effective Date that remain unvested as of the Effective Date shall
vest and be exercisable as and when provided in CCB's Amended and Restated
Long-Term Incentive Plan (the "LTIP") and the applicable option grant agreement.
Executive acknowledges and agrees that CCB has no obligation to grant additional
options to acquire capital stock of CCB to him under the LTIP or otherwise.
Notwithstanding the foregoing, in the event that a "Change of Control" of CCB,
as defined in CCB's Plan for Severance Compensation After A Change of Control,
shall occur during the Employment Period, all options to acquire shares of CCB's
Common Stock granted to Executive in his capacity as an executive officer of CCB
that are outstanding but unvested immediately prior to such Change of Control
shall vest and be exercisable by Executive as of and after the occurrence of the
Change of Control. Executive's option grant agreements with respect to such
options shall be deemed amended by this Agreement as provided in the preceding
sentence.
<PAGE>

                  Executive has been granted performance units ("Units") under
CCB's LTIP as follows: (i) 680 Units for which the performance period is
composed of the three years beginning January 1, 1997 and ending December 31,
1999 (the "1999 Units"); (ii) 720 Units for which the performance period is
composed of the three years beginning January 1, 1998 and ending December 31,
2000 (the "2000 Units"); and, (iii) 980 Units for which the performance period
is composed of the three years beginning January 1, 1999 and ending December 31,
2001 (the "2001 Units"). The payment date for each performance period is during
March of the year following the end of such period. Executive will be entitled
to a cash payment with respect to the 1999 Units in the amount and to the extent
he qualifies therefor as provided in the LTIP and the applicable Unit grant
agreement. Executive shall be entitled to cash payments with respect to the 2000
Units and the 2001 Units in the amounts and to the extent he qualifies therefor
as provided in the LTIP and the applicable Unit grant agreements, each as
amended as of the date of this Agreement. Executive acknowledges and agrees that
CCB has no obligation to grant additional Units to him.

                  (d) Welfare Benefit Plans. During the Employment Period, and
subject to Section 7(c) of this Agreement, Executive and/or Executive's family,
as the case may be, shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and programs provided
by CCB and its affiliated companies (including, without limitation, medical,
prescription, dental, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable generally to
senior executive employees of CCB and its affiliated companies, and full credit
given for Executive's total accumulated years of service at American Federal for
purposes of determining vesting and eligibility (other than under CCB's retiree
medical plan). Without limiting the foregoing, (i) during the Employment Period,
CCB shall continue to maintain on behalf of Executive that certain life
insurance policy identified on Exhibit A hereto, and (ii) for one year after
Executive's death, CCB 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.

                  (e) 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 CCB and
its affiliated companies to the extent applicable generally to other senior
executive employees of CCB and its affiliated companies.

                  (f) Fringe Benefits. During the Employment Period, Executive
shall be entitled to fringe benefits in accordance with the plans, practices,
programs and policies of CCB and its affiliated companies in effect for senior
executive employees of CCB and its affiliated companies. Executive's Base Salary
shall be the basis for the computation of his perquisites allowance.

<PAGE>


         6.       Termination of Employment.

                  (a) Termination. Either Executive or CCB may terminate
Executive's employment hereunder as of the end of any twice monthly payroll
period. Executive's employment shall terminate automatically upon Executive's
death.

                  (b) Notice of Termination. Any termination by CCB or by
Executive shall be communicated by five (5) days prior written notice to the
other party thereto given in accordance with Section 13(g) of this Agreement.

                  (c) Date of Termination. "Date of Termination" means the last
day of the twice monthly payroll period described in Section 6(a) of this
Agreement or the date of Executive's death, as applicable.

         7.       Obligations of CCB Upon Termination.

                  (a) Termination. In the event that, during the Employment
Period, Executive's employment is terminated by CCB or Executive as provided in
Section 6(a) of this Agreement, then in consideration of Executive's services
rendered prior to such termination and as reasonable compensation for his
compliance with the restrictive covenants set forth in Section 11 of this
Agreement:

                           (i) CCB shall pay to Executive in cash each twice
         monthly payroll period occurring after the payroll period in which the
         Date of Termination occurs, when due in accordance with CCB's payroll
         practices, a sum equal to the aggregate of the following amounts
         divided by the number of days occurring from (and including) the first
         day of the twice monthly payroll period following the pay period in
         which the Date of Termination occurred through October 15, 2002 (the
         "Remaining Employment Period"), with such quotient being multiplied by
         the number of days in the twice monthly payroll period for which such
         payment is being made:

                             (A)   the amount of $1,480,362, less the amount of
                                   all payments of Compensation made to
                                   Executive under this Agreement after the
                                   Effective Date and prior to the commencement
                                   of the Remaining Employment Period; and

                             (B)   an amount equal to the excess of (a) the
                                   actuarial equivalent of the benefit under
                                   CCB's qualified defined benefit retirement
                                   plan (the "Retirement Plan") (utilizing
                                   actuarial assumptions no less favorable to
                                   Executive than those in effect under CCB's
                                   Retirement Plan on the Date of Termination),
                                   and any excess or supplemental retirement
                                   plans (including the AFB SERP) in which
                                   Executive participates (together, the "SERP")
                                   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
<PAGE>

                                   remaining year of the Employment Period is
                                   the Compensation, over (b) the actuarial
                                   equivalent of Executive's actual benefits
                                   (paid or payable), if any, under the
                                   Retirement Plan and the SERP as of the Date
                                   of Termination; and

                  (ii) CCB shall pay to Executive in cash on or before the
         thirtieth (30th) day following the Effective Date the amount of any
         compensation previously deferred by Executive (together with accrued
         interest and earnings thereon) and any accrued vacation pay through the
         Effective Date (in each case to the extent not theretofore paid); and

                  (iii) In the event the Date of Termination occurs on or after
         January 1st and before March 31st of any calendar year, CCB shall pay
         Executive in cash the amount payable to Executive with respect to Units
         for the performance period which ended December 31st of the immediately
         preceding calendar year, which payment shall be made at the time
         provided by the LTIP and the applicable Unit award agreement;

                  (iv) for the Remaining Employment Period, or such longer
         period as may be provided by the terms of the appropriate plan,
         program, practice or policy, CCB 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 plans, programs, practices and
         policies described in Section 5(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 medical or other welfare benefits under another employer
         provided plan, the medical and other welfare benefits described herein
         shall be secondary to those provided under such other plan 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 plans, practices, programs and policies, 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

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

                  (vi) 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 CCB with interest at 8% per annum within thirty (30) days of
         a final determination of Executive's liability therefor as set forth
         below, the amounts described in Section 7(a)(i)(A) and (B), Section
         7(a)(ii) and Section 7(a)(iii) of this Agreement if any time during the
         Employment Period or the Remaining Employment Period (the "Restricted
         Period") he violates the restrictive covenants set forth in Section 11
         of this Agreement. Any determination of whether Executive has violated
         such covenants shall be made by arbitration in Greenville, South
         Carolina under the Rules of Commercial Arbitration
<PAGE>

         (the "Rules") of the American Arbitration Association, which Rules are
         deemed to be incorporated by reference herein; provided, however, that
         either party may seek equitable remedies in court.

                  (b) Death. If Executive's employment is terminated by reason
of Executive's death during the Employment Period or the Remaining Employment
Period, this Agreement shall terminate without further obligations to
Executive's legal representatives under this Agreement, other than for payment
of Remaining Obligations and the timely payment or provision of Other Benefits.
"Remaining Obligations" means the aggregate of the amounts described in Section
7(a)(i)(A) and (B), Section 7(a)(ii) and Section 7(a)(iii) of this Agreement
less the total sum of those amounts paid to Executive under such Section
7(a)(i), Section 7(a)(ii) and Section 7(a)(iii) prior to his death. Remaining
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 7(b) shall include, without limitation, and Executive's estate and/or
beneficiaries shall be entitled to receive, (i) benefits under such plans,
programs, practices and policies relating to death benefits, if any, as are
applicable generally to senior executive officers of CCB and its affiliated
companies and their beneficiaries, will full credit given for Executive total
accumulated years of service at American Federal for purposes of determining
vesting and eligibility, (ii) the death benefits under the life insurance policy
identified on Exhibit A hereto, and (iii) the beneficiary health care coverage
referred to in Section 5(d) of this Agreement.

                  (c) Disability. Notwithstanding any other provision of this
Agreement, Executive acknowledges and agrees (i) that in consideration of CCB's
agreements herein, he hereby waives and releases any right to participate in any
disability benefit plan, program or coverage of CCB or maintained by CCB through
an insurer or other provider and any right to receive disability payments from
or through any such plan, program or coverage, and (ii) that should Executive be
deemed entitled to receive any such disability payments notwithstanding the
provisions of the preceding item (i), the present value of all such disability
payments (with such present value being determined by the Accounting Firm (as
defined in Section 8(b) of this Agreement) using such life expectancy, interest
rate and other relevant assumptions as are deemed by it to be reasonable at the
time and in the context of its determination) shall be deducted from the
aggregate of the sums described in Section 7(a)(i) and Section 7(a)(iii) of this
Agreement.


<PAGE>


         8.       Mandatory Reduction of Payments in Certain Events.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by CCB to or for the benefits of Executive (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise) (a "Payment") would be subject to the excise tax imposed by Section
4999 (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the
"Code"), then, prior to the making of any Payment to Executive, a calculation
shall be made comparing (i) the net benefit to Executive of the Payment after
payment of the Excise Tax, to (ii) the net benefit to Executive if the Payment
had been limited to the extent necessary to avoid being subject to the Excise
Tax. If the amount calculated under (i) above is less than the amount calculated
under (ii) above, then the Payment shall be limited to the extent necessary to
avoid being subject to the Excise Tax.

                  (b) 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 8(a)(i) and (ii) above shall be made by CCB's regular
independent accounting firm at the expense of CCB or, at the election and
expense of Executive, another nationally recognized independent accounting firm
(the "Accounting Firm"). The Accounting Firm shall provide detailed supporting
calculations. Any determination by the Accounting Firm shall be binding upon CCB
and Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Payments which Executive was entitled to, but did
not receive pursuant to Section 8(a), could have been made without the
imposition of the Excise Tax ("Underpayment"). In such event, the Accounting
Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by CCB to or for the benefit of
Executive.

         9. Non-Exclusivity of Rights. Except as otherwise specifically provided
herein, nothing in this Agreement shall prevent or limit Executive's continuing
or future participation in any plan, program, policy, or practice provided by
CCB or any of its affiliated companies and for which Executive may qualify, nor,
subject to Section 13(e), shall anything herein limit or otherwise affect such
rights as Executive may have under any contract or agreement with CCB or any of
its affiliated companies. 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 CCB or any of its affiliated companies at or
subsequent to the date Executive's employment is terminated shall be payable in
accordance with such plan, policy, practice or program or such contract or
agreement except as explicitly modified by this Agreement.

         10. Full Settlement. CCB's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which CCB 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 and such amounts shall not be reduced whether or
not Executive obtains such employment. CCB agrees 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 (to the extent that Executive is
successful, in whole or in part, in such contest) by CCB, Executive or others of
the
<PAGE>

validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance 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.

         11.      Covenants.

                  (a) Covenant Not to Compete. During the Restricted Period (as
defined in Section 7(a)(vi) of this Agreement), Executive shall not, within the
States of South Carolina and North 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 CCB or any of its subsidiaries are engaged as of the date of Executive's
termination of employment, which business activities include the provision of
banking and related financial services (collectively, the "Business"); provided,
however, that Executive's beneficial ownership of 3% or less of any class of
securities listed for trading on a national securities exchange or traded on the
Nasdaq National Market or in the over-the-counter market and reported by The
Nasdaq Stock Market, Inc. shall not constitute a "financial interest" in
violation of this covenants. If a court determines that the foregoing
restrictions are too broad or otherwise unreasonable under applicable law,
including with respect to time or territory, the court is hereby requested and
authorized by the parties hereto to revise the foregoing restriction 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, partnership, limited liability company, corporation or
other entity ("Person") (other than CCB or an affiliated Person thereof),
solicit the provision of services included in the Business to any Person who is
or was (i) a customer of CCB or any of its affiliates for whom CCB or any of its
affiliates provided services included in the Business during any part of the
12-month period immediately prior to the date of Executive's termination as an
employee of CCB, or (ii) a potential customer of CCB or any of its affiliates to
whom CCB or any of its affiliates solicited the provision of services included
in the Business during any part of the 12-month period immediately prior to the
date of Executive's termination as an employee of CCB.

                  (c) Covenant Not to Solicit Employees. During the Restricted
Period, Executive shall not, directly or indirectly, individually or on behalf
of any other Person, solicit, recruit or entice, directly or indirectly, any
employee of CCB or its affiliates to leave the employment of CCB or such
affiliate to work with Executive or with any Person with which 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 11 are
reasonable in their scope and duration, and they intend that they be enforced,
and no party shall raise any issue of the reasonableness of the scope or
duration 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 11, and that

<PAGE>

in addition to all other rights and remedies available to CCB, CCB 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 11 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 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 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.

         12.      Assignment and Successors.

                  (a) Executive. This Agreement is personal to Executive and
without the prior written consent of CCB 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) CCB. This Agreement shall inure to the benefit of and be
binding upon CCB and its successors and assigns. CCB will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of its business and/or assets of CCB to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that CCB would be required to perform it if no such succession had taken
place. As used in this Agreement, "CCB" shall mean CCB as hereinbefore defined
and any successor to its businesses and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law or otherwise.

         13.      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 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
<PAGE>

enforceability of the 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 CCB from employing other personnel on such terms and
conditions as may be satisfactory to it.

                  (e) Entire Agreement. As of the date hereof, Executive and
American Federal have entered into the AFB Agreement which relates specifically
to Executive's employment as Chief Executive Officer of American Federal until
the merger of American Federal with CCB Bank, and contains certain bank
regulatory limitations imposed by the Office of Thrift Supervision and the
Federal Deposit Insurance Corporation. Except as provided herein or in the AFB
Agreement, this Agreement contains the entire agreement between CCB and
Executive with respect to the subject matter hereof and it supersedes and
invalidates any previous agreements or contracts including employment agreements
by and between Executive and CCB or American Federal. No representations,
inducements, promises or agreements, oral or otherwise, which are not embodied
herein or in the AFB Agreement, 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 upon personal delivery or on the seventh day
following the postmark date after mailing if mailed, first class, certified
mail, postage prepaid:

                  To CCB:

                  CCB Financial Corporation
                  111 Corcoran Street
                  Durham, North Carolina  27702-0931
                  Attention:  Chief Executive Officer
                  Facsimile No.:  (919) 683-6881

                  To Executive:

                  William L. Abercrombie, Jr.
                  300 East McBee Avenue
                  Greenville, South Carolina  29601
                  Facsimile No.:  (864) 255-7504

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.
<PAGE>

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

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amended and Restated Employment Agreement as of the date first above
written.

                                   CCB FINANCIAL CORPORATION


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


                                   EXECUTIVE:


                                   /s/  WILLIAM L. ABERCROMBIE, JR.
                                   --------------------------------
                                   William L. Abercrombie, Jr.