Exhibit 10.7
                                AMERICAN FEDERAL
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made
and entered into as of the 15th day of October, 1999 by and between American
Federal Bank, FSB, a federal stock savings bank ("American Federal"), and
William L. Abercrombie, Jr. (hereinafter "Executive").

                                   BACKGROUND
                                   ----------

         Executive is the Chief Executive Officer of American Federal, a
subsidiary of CCB Financial Corporation, a North Carolina corporation ("CCB"),
pursuant to an Employment Agreement, dated July 31, 1997 (the "Prior
Agreement"). CCB and Executive have entered into an Amended and Restated
Employment Agreement as of October 15, 1999 which governs the terms of
Executive's employment with CCB and certain of its affiliates (the "CCB
Agreement") and Executive desires to amend and restate the Prior Agreement in
the form of 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 date of this Agreement is October 15,
1999.

         2. Employment. Executive will serve during the term of this Agreement
as the President and Chief Executive Officer of American Federal; provided,
however, that upon the merger of American Federal into Central Carolina Bank and
Trust Company, a CCB subsidiary ("CCB Bank"), Executive become an Executive Vice
President of CCB Bank. All references herein to American Federal shall be deemed
references to CCB Bank after the effectiveness of such merger. Executive's
responsibilities to American Federal under this Agreement shall be in accordance
with the policies and objectives established form time to time by the Board of
Directors of American Federal or, after the aforesaid merger, the Board of
Directors of CCB Bank.

         3. Employment Period. The term of this Agreement will be concurrent
with the term of the CCB Agreement (the "Employment Period"), unless earlier
terminated in accordance with Section 6 hereof.

         4. Extent of Services. During the Employment Period, and excluding any
periods of vacation and sick leave to which Executive is entitle, Executive
agrees to devote his business time, attention, skill and efforts to the faithful
performance of his duties hereunder and under the CCB Agreement; provided,
however, Executive may engage in such incidental activities as are permitted
under the CCB Agreement.



<PAGE>


         5. Compensation and Benefits. During the Employment Period, Executive's
compensation and benefits for service to American Federal will be provided by
CCB in accordance with the terms of Section 5 of the CCB Agreement, which terms
are incorporated herein by reference.

         6. Termination of Employment. Executive's employment with American
Federal under this Agreement will terminate (i) under the same circumstances as,
(ii) simultaneously with, and (iii) with the same consequences as, the
termination of his employment with CCB under the terms of Sections 6, 7, and 8
of the CCB Agreement, which terms are incorporated herein by reference. Any
termination benefits shall be payable only once (i.e. not under both
Agreements). Notwithstanding the above the Board of Directors of American
Federal may terminate Executive's employment hereunder at any time, but any such
termination shall not prejudice Executive's right to compensation or other
benefits under this Agreement or the CCB Agreement.

         7. Regulatory Intervention . Notwithstanding anything in this Agreement
to the contrary, this Agreement is subject to the following terms and
conditions:

                  (a) If Executive is suspended and/or temporarily prohibited
form participating in the conduct of American Federal's affairs by a notice
served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. 1818 (e)(3) and (g) (1)), American Federal's obligations hereunder shall
be suspended as of the date of service unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, American Federal shall (i) pay
Executive all or part of the compensatio withheld while American Federal's
contract obligations were suspended, and (ii) reinstate any of American
Federal's obligation which were suspended.

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

                  (d) All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of the contract is necessary
for the continued operation of American Federal (i) by the Office of Thrift
Supervision ("OTS") at the time the Federal Deposit Insurance Corporation
("FDIC") enters into an agreement to provide assistance to or on behalf of
American Federal under the authority contained in Section 13(c) of the Federal
Deposit Insurance Act (12 U.S.C. 1823 (c)); or )ii) by the OTS at the time the
OTS approves a supervisory merger to resolve problems related to the operation
of American Federal or when American Federal is determined by the OTS 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 7(a) through
(d):




<PAGE>


                           (i)    American Federal agrees to use its 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 American Federal to resume
                                  its obligation to pay compensation hereunder,
                                  American Federal will promptly make such
                                  payment hereunder; and

                           (iii)  During the period of suspension, the vested
                                  rights of the contracting parties shall not be
                                  affected except to the extent precluded by
                                  such notice.

                  (f) American Federal'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
Federal Deposit Insurance Corporation promulgated under Section 18(k) of the
Federal Deposit Insurance Act (12 U.S.C. 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 under this Agreement are so prohibited
or limited.

         8. Legal Expenses. To the extent not paid by CCB under the CCB
Agreement, American Federal 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 American Federal, Executive or others of
the validity or enforce ability 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 Internal Revenue Code
of 1986, as amended.

         9.       Assignment and Successors.

                  (a) Executive. This Agreement is personal to Executive and
without the prior written consent of American Federal 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 enforceable by Executive's legal
representatives.

                  (b) American Federal. This Agreement shall inure to the
benefit of and be binding upon American Federal and its successors and assigns.
American Federal will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of American Federal to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that American
Federal would be required to perform it if no such succession had taken place.
As used in this Agreement, "American Federal" shall mean American Federal as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.
<PAGE>

         10.      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 party 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, or 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 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 American Federal from employing other personnel on such
terms and conditions as may be satisfactory to it.

                  (e) Entire Agreement. Except as provided herein, this
Agreement and the CCB Agreement contain the entire agreement between American
Federal and Executive with respect to the subject matter hereof and such
Agreements supersede and invalidate any previous agreements or contracts
including employment agreements by and between American Federal and Executive.
No representations, inducements, promises or agreements, oral or otherwise,
which are not embodied herein or in the CCB 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 if delivered or seven days after mailing if
mailed, first class, certified mail, postage prepaid:


<PAGE>


   To American Federal: American Federal Bank, FSB
                                 300 East McBee Avenue
                                 Greenville, South Carolina 29601
                                 Facsimile No.:  (864) 255-7504
                                 Attention:  Chairman of the Board of Directors

   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.

                  (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.

                            (Signatures on next page)


<PAGE>


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

                                       AMERICAN FEDERAL BANK, FSB


                                       By:  /s/ ERNEST C. ROESSLER
                                            ----------------------
                                                Ernest C. Roessler, Director

                                       EXECUTIVE:


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

Acknowledged and agreed to:

                                       CCB FINANCIAL CORPORATION


                                       By:  /s/ ERNEST C. ROESSLER
                                            ----------------------
                                                 Ernest C. Roessler
                                                 Chairman, President and
                                                 Chief Executive Officer