Some shareholders of CCB Financial Corp. of Durham, N.C., have mounted an 11th-hour protest of its merger-of-equals deal with National Commerce Bancorp of Memphis.

They say they are angry about the payments that insiders at both banking companies would get - $12.6 million in all for four members of CCB's senior management, $26 million in cash plus grants of stock, options, and employment contracts for six National Commerce executives.

But the opponents conceded they would have a hard time derailing the deal, on which shareholders are to vote June 29.

The $1.9 billion deal, which was announced in March, would create a $15 billion National Commerce.

Lined up against it are a grandson of CCB's founder and an investor group whose members include the chairman of banking company that CCB bought five years ago.

In a June 12 letter to CCB management, George Watts Hill Jr., a onetime CCB vice president whose grandfather John Sprunt Hill founded the company and whose father was long its chairman, complained that the merger would reward executives at the shareholders' expense.

His father and grandfather would have objected too, he wrote. "I am convinced that both would have been … angered at the self-serving aspects." He said he supported the merger at first but changed his mind after learning the details.

Mr. Hill said it was probably too late to overturn the deal, though he pledged to vote against it to protest the "breach of the most obvious and basic corporate fiduciary and ethical standards."

Miles J. Smith, whose six-member investor group owns 2.5% of CCB, sees a stronger chance of victory.

"We are expecting a lot of votes [against the plan]," he said Monday. But "win, lose, or draw, our group is going to make a stand as a matter of principle," he said.

Mr. Smith, who was chairman of Security Capital Bancorp when CCB bought it, said his group is considering what its options would be if it lost the shareholder vote.

In a letter mailed Monday to shareholders the group says: "We believe it is obvious … that this is a deal pushed by management for personal financial reasons that will benefit only management, not CCB shareholders."

The group also said it was dissatisfied with the exchange ratio: 2.45 shares of National Commerce for each CCB share. At midday Tuesday, that would equal $41.95625 a share for CCB, which was trading at $42.

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