Shareholders of Central Carolina Bank Financial Corp. voted to approve the merger of equals with National Commerce Bancorp. on Tuesday, with 60 percent voting for, 16.3 percent against and .5 percent abstaining.

The vote came at the end of a meeting in Chapel Hill during which shareholders who opposed the deal made statements and asked questions for almost an hour. More than 100 people attended the meeting. Judging from the applause after statements opposing the merger, most of the shareholders came to vote against it.

Several speakers questioned the size of the compensation going to top management. John Fisher, former executive vice president of Security Bank in Salisbury, said he didn’t understand the argument that the money was to keep top management from leaving. “It doesn’t make sense to me,” Fisher said. “They are the ones who set it up.”

Ernest Roessler, chairman of CCB, headed the meeting and responded that the executives didn’t make the deal “for enrichment.” The terms originated with “the other side,”he said, and were in line with compensation packages in other bank mergers.

Fisher also challenged how the 401-K shares of bank employees were voted. A trust officer said the trust department votes 401-K shares.

Miles Smith of Salisbury, one of six dissenting shareholders who sent a letter to stockholders urging them to vote no, asked if executive management communicated with trust officers about voting employees’ 401-K shares. Roessler said not to his knowledge.

Earlier, the six CCB shareholders, including Smith and Joe Rutledge of Salisbury, hired a lawyer and wrote to CCB shareholders asking them to vote no on the merger or to change their vote if they’d already voted yes. The six shareholders own more than a million shares of CCB stock and have more than 100 years of experience in banking investment and securities.

CCB has 38.8 million outstanding shares. The protesting shareholders own about 2.5 percent of that.

The letter to shareholders listed nine specific objections to the merger. Primary among them were that top executives of the two banks will receive cash payouts of $38.6 million as well as stock options and new contracts after the merger. Of that, $12.6 million goes to CCB officers and $26 million goes to National Commerce officers.

The dissenters also said that the transaction isn’t really a merger of equals, as billed, because CCB shareholders will own 47 percent of the combined stock, while National Commerce will have 53 percent.

They also said CCB should have shopped around for a better merger deal with some bank other than National Commerce Bancorp..

CCB officials countered that the payments to NCBC and CCB officers amount to less than 1 percent of the deal value, that shareholder value would rise soon and that other mergers would have caused the loss of many more CCB jobs. They said they were going for long-term growth rather than a big up-front gain. The CCB board of directors voted unanimously in favor of the merger.

After the shareholders meeting, John Fisher said, “We lost. We tried. We just needed more time.” He echoed the sentiments of Randall McLeod, another shareholder who opposed the merger. McLeod said CCB had been so successful for so long many shareholders just take for granted that the executives are doing things right and “rubber stamped” the proxy vote without thinking about it.

Miles Smith said after the meeting, “I just hope that in going forward it can be profitable in spite of all the expense.”

Then Smith went to Roessler, shook his hand and wished him well.

Later, speaking to a small group of reporters, Roessler said several of the shareholders who opposed the merger had been “very magnanimous” in their comments to him. “I hope they will keep their stock,” he said.

The combined company, which will keep the name National Commerce Bancorp., will be headquartered in Memphis, National Commerce’s home territory. Operations headquarters will be in Durham, where CCB had been headquartered. Roessler will become CEO of the new company. In North Carolina, CCB will retain its brand name.

Roessler said he is “beginning to move” to Memphis, but will continue to spend time in Durham. He said the next job is getting the two banks’ cultures to work together. “I have to find out what they’re about,” he said.

In response to a question about layoffs involved in bringing the two companies together, Roessler said he hoped the entire merging process would be done by the end of the first quarter of next year, but people whose jobs will change or be lost will know much sooner than that. “We’ll start with the individual,” he said. Officials originally estimated cuts of about 10 percent, but Roessler said it will be less, maybe as low as 5 percent.

David B. Jordan of Salisbury, vice president of CCB, will continue to work as a contract employee of the bank, according to CCB spokesperson Eileen Sarro. She did not know how much longer the contract was for. Jordan will not serve on the corporate board of directors governing the merged bank, she said, but he will retain a seat on the bank board specific to CCB. He has no part in the $12 million change-of-control package provided for CCB’s four top executives, Sarro said.