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                          CAPITAL BANK & TRUST COMPANY
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

       THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT ("AGREEMENT") is
made effective this 26th day of May, 2004 (the "EFFECTIVE DATE"), by and between
Capital Bank & Trust Company (the "BANK"), a state-chartered bank located in
Nashville, Tennessee and SALLY P. KIMBLE (the "EXECUTIVE"), intending to be
legally bound hereby. Capital Bancorp, Inc. ("CORPORATION") joins in this
Agreement

                                  INTRODUCTION

       To encourage the Executive to remain an employee of the Bank, the Bank is
willing to provide supplemental retirement benefits to the Executive. The Bank
will pay the benefits from its general assets.

                                    AGREEMENT

                                    ARTICLE 1
                                   DEFINITIONS

         1.1      Definitions. Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:

                  1.1.1    "Change in Control" means any of the following:

                           (A) any person (as such term is used in Sections 13d
                  and 14d-2 of the Securities Exchange Act of 1934, as amended
                  (the "EXCHANGE ACT")), other than the Corporation, a
                  subsidiary of the Corporation, an employee benefit plan (or
                  related trust) of the Corporation or a direct or indirect
                  subsidiary of the Corporation, or Affiliates of the
                  Corporation (as defined in Rule 12b-2 under the Exchange Act),
                  becomes the beneficial owner (as determined pursuant to Rule
                  13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Corporation representing more than
                  thirty-five percent (35%) of the combined voting power of the
                  Corporation's then outstanding securities (other than a person
                  owning ten (10%) or more of the voting power of stock on the
                  date hereof); or

                           (B) the liquidation or dissolution of the Corporation
                  or the occurrence of, or execution of an agreement providing
                  for a sale of all or substantially all of the assets of the
                  Corporation to an entity which is not a direct or indirect
                  subsidiary of the Corporation; or

                           (C) the occurrence of, or execution of an agreement
                  providing for a reorganization, merger, consolidation or other
                  similar transaction or connected series of transactions of the
                  Corporation as a result of which either (a) the Corporation
                  does not survive or (b) pursuant to which shares of the
                  Corporation common stock


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                  ("COMMON STOCK") would be converted into cash, securities or
                  other property, unless, in case of either (a) or (b), the
                  holders of the Corporation Common Stock immediately prior to
                  such transaction will, following the consummation of the
                  transaction, beneficially own, directly or indirectly, more
                  than thirty-five percent (35%) of the combined voting power of
                  the then outstanding voting securities entitled to vote
                  generally in the election of directors of the corporation
                  surviving, continuing or resulting from such transaction; or

                           (D) the occurrence of, or execution of an agreement
                  providing for a reorganization, merger, consolidation or
                  similar transaction of the Corporation, or before any
                  connected series of such transactions, if upon consummation of
                  such transaction or transactions, the persons who are members
                  of the Board of Directors of the Corporation immediately
                  before such transaction or transactions cease or, in the case
                  of the execution of an agreement for such transaction or
                  transactions, it is contemplated in such agreement that upon
                  consummation such persons would cease to constitute a majority
                  of the Board of Directors of the Corporation or, in the case
                  where the Corporation does not survive in such transaction, of
                  the corporation surviving, continuing or resulting from such
                  transaction or transactions; or

                           (E) any other event which is at any time designated
                  as a "CHANGE IN CONTROL" for purposes of this Plan by a
                  resolution adopted by the Board of Directors of the
                  Corporation with the affirmative vote of a majority of the
                  non-employee directors in office at the time the resolution is
                  adopted; in the event any such resolution is adopted, the
                  Change in Control event specified thereby shall be deemed
                  incorporated herein by reference and thereafter may not be
                  amended, modified or revoked without the written agreement of
                  the Executive;

                           (F) during any period of two consecutive years during
                  the term of this Plan, individuals who at the beginning of
                  such period constitute the Board of Directors of the Bank or
                  Corporation cease for any reason to constitute at least a
                  majority thereof, unless the election of each director who was
                  not a director at the beginning of such period has been
                  approved in advance by directors representing at least
                  two-thirds of the directors then in office who were directors
                  at the beginning of the period, provided however this
                  provision shall not apply in the event two-thirds of the Board
                  of Directors at the beginning of a period no longer are
                  directors due to death, normal retirement, or other
                  circumstances not related to a Change in Control; or


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                           (G)    there occurs any "CHANGE IN CONTROL" or
                  comparable event as defined in the supplemental executive
                  retirement plan or employment agreement of any other executive
                  officer of the Bank or the Corporation.

                  Notwithstanding anything else to the contrary set forth in
         this Plan, if (i) an agreement is executed by the Corporation providing
         for any of the transactions or events constituting a Change in Control
         as defined herein, and the agreement subsequently expires or is
         terminated without the transaction or event being consummated, and (ii)
         Executive's employment did not terminate during the period after the
         agreement and prior to such expiration or termination, for purposes of
         this Plan it shall be as though such agreement was never executed and
         no Change in Control event shall be deemed to have occurred as a result
         of the execution of such agreement.

                  1.1.2    "Code" means the Internal Revenue Code of 1986, as
         amended.

                  1.1.3    "Corporation" means Capital Bancorp, Inc.

                  1.1.4    "Disability" means the Executive's suffering a
         sickness, accident or injury which has been determined by the carrier
         of any group disability insurance policy provided by the Bank or made
         available by the Bank to its employees and covering the Executive, or
         by the Social Security Administration, to be a disability rendering the
         Executive totally and permanently disabled. The Executive must submit
         proof to the Bank of the carrier's or Social Security Administration's
         determination upon the request of the Bank.

                  1.1.5    "Early Termination" means the Termination of
         Employment before Normal Retirement Age for reasons other than death,
         Disability, Termination for Cause or following a Change in Control.

                  1.1.6    "Normal Retirement Age" means the Executive's
         sixty-fifth (65th) birthday.

                  1.1.7    "Normal Retirement Date" means the later of the
         Normal Retirement Age or Termination of Employment.

                  1.1.8    "Plan Year" means each consecutive twelve (12) month
         period commencing with the effective date of this Agreement.

                  1.1.9    "Termination of Employment" means that the Executive
         ceases to be employed by the Bank for any reason whatsoever other than
         by reason of a leave of absence, which is approved by the Bank. For
         purposes of this Agreement, if there is a dispute over the employment
         status of the Executive or the date of the Executive's Termination of
         Employment, the Bank shall have the sole and absolute right to decide
         the dispute.


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                                    ARTICLE 2
                                LIFETIME BENEFITS

         2.1      Normal Retirement Benefit. The Bank shall pay to the Executive
the benefit described in this Section 2.1 in lieu of any other benefit under
this Agreement upon Termination of Employment on or after the Normal Retirement
Age for reasons other than death.

                  2.1.1    Amount of Benefit. The annual Normal Retirement
         Benefit under this Section 2.1 is Twenty-Five Thousand Dollars
         ($25,000.00). The Bank may increase the annual benefit under this
         Section 2.1 at the sole and absolute discretion of the Bank's Board of
         Directors. Any increase in the annual benefit shall require the
         recalculation of all the amounts on Schedule A attached hereto. The
         annual benefit amounts on Schedule A are calculated by amortizing the
         Accrued Benefit using the interest method of accounting, a six and
         one-half percent (6.50%) discount rate, monthly compounding and monthly
         payments.

                  2.1.2    Payment of Benefit. The Bank shall pay the annual
         benefit to the Executive in equal monthly installments payable on the
         first day of each month commencing with the month following the
         Executive's Normal Retirement Date and continuing thereafter for one
         hundred seventy-nine (179) additional months.

                  2.1.3    Benefit Increases. Commencing on the first
         anniversary of the first benefit payment, and continuing on each
         subsequent anniversary, the Bank's Board of Directors, in its sole
         discretion, may increase the benefit.

         2.2      Early Termination Benefit. Upon Early Termination, the Bank
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Agreement.

                  2.2.1    Amount of Benefit. The annual benefit under this
         Section 2.2 is the Accrued Benefit set forth in Schedule A for the Plan
         Year ended immediately prior to the Early Termination Date.

                  2.2.2    Payment of Benefit. The Bank shall pay the annual
         benefit to the Executive in equal monthly installments commencing
         within forty-five (45) days after the date of the Executive's Normal
         Retirement Age and continuing for one hundred seventy-nine (179)
         additional months.

                  2.2.3    Benefit Increases. Benefit payments may be increased
         as provided in Section 2.1.3.

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         2.3      Disability Benefit. If the Executive terminates employment due
to Disability prior to Normal Retirement Age, the Bank shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

                  2.3.1    Amount of Benefit. The annual benefit under this
         Section 2.3 is the Disability Benefit amount set forth in Schedule A
         for the Plan Year ended immediately prior to the date in which
         Termination of Employment occurs.

                  2.3.2    Payment of Benefit. The Bank shall pay the annual
         benefit to the Executive in equal monthly installments commencing
         within forty-five (45) days after the date of the Executive's Normal
         Retirement Age and continuing for one hundred seventy-nine (179)
         additional months.

                  2.3.3    Benefit Increases. Benefit payments may be increased
         as provided in Section 2.1.3.

         2.4      Change in Control Benefit. If Executive is in active service
at the time of a Change in Control, the Bank shall pay to the Executive the
benefit described in this Section 2.4 in lieu of any other benefit under this
Agreement.

                  2.4.1    Amount of Benefit. The benefit under this Section 2.4
         is the Normal Retirement benefit set forth in Section 2.1.1.

                  2.4.2    Payment of Benefit. The Bank shall distribute the
         annual benefit to the Executive in equal monthly installments
         commencing with the month following the Executive's Normal Retirement
         Age and continuing for one hundred seventy-nine (179) additional
         months.

                                    ARTICLE 3
                                 DEATH BENEFITS

         3.1      Death During Active Service. If the Executive dies while in
the active service of the Bank, the Bank shall pay to the Executive's
beneficiary the benefit described in this Section 3.1. This benefit shall be
paid in lieu of the Lifetime Benefits of ARTICLE 2.

                  3.1.1    Amount of Benefit. The annual benefit under this
         Section 3.1 is the Normal Retirement Benefit described in Section
         2.1.1.

                  3.1.2    Payment of Benefit. The Bank shall pay the annual
         benefit to the beneficiary in equal monthly installments payable on the
         first day of each month commencing within forty-five (45) days of the
         Executive's death and continuing for one hundred seventy-nine (179)
         additional months.


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         3.2      Death During Benefit Period. If the Executive dies after the
benefit payments have commenced under this Agreement but before receiving all
such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

         3.3      Death Following Termination of Employment But Before Benefits
Commence. If the Executive is entitled to benefits under this Agreement, but
dies prior to receiving said benefits, the Bank shall pay to the Executive's
beneficiary the same benefits, in the same manner, they would have been paid to
the Executive had the Executive survived; however, said benefit payments will
commence within forty-five (45) days of the Executive's death.

                                    ARTICLE 4
                                  BENEFICIARIES

         4.1      Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Bank. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Bank during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

         4.2      Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Bank may require proof of
incapacity, minority or guardianship, as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.

                                    ARTICLE 5
                               GENERAL LIMITATIONS

         5.1      Excess Parachute or Golden Parachute Payment. If the payments
and benefits pursuant to this Agreement, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Bank, would constitute a "parachute payment" under Section 280G of the Code, the
payments and benefits pursuant to this Agreement shall be reduced, in the manner
determined by the Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under this
Agreement being non-deductible to the Bank pursuant to Section 280G of the Code
and subject to the excise tax imposed under Section 4999 of the Code.


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         5.2      Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement, if the Bank terminate the Executive's employment for cause.
Termination of the Executive's employment for "CAUSE" shall mean termination
because of personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order or material breach of any
provision of the Agreement. For purposes of this paragraph, no act or failure to
act on the Executive's part shall be considered "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's action or omission was in the best interest of the
Bank.

         5.3      Removal. Notwithstanding any provision of this Agreement to
the contrary, the Bank shall not pay any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act ("FDIA").

         5.4      Restrictive Provisions. The Executive shall forfeit any unpaid
benefits under this Agreement if during the term of this Agreement, and before
all benefits have been paid, the Executive, directly or indirectly, either as an
individual or as a proprietor, stockholder, partner, officer, director,
employee, agent, consultant or independent contractor of any individual,
partnership, corporation or other entity (excluding an ownership interest of
three percent (3%) or less in the stock of a publicly-traded company):

                  (i)      within one calendar year after leaving the employ of
                           the Corporation or the Bank, becomes employed by,
                           participates in, or becomes connected in any manner
                           with the ownership, management, operation or control
                           of any bank, savings and loan or other similar
                           financial institution if the Executive's
                           responsibilities will include providing banking or
                           other financial services within the twenty (20) miles
                           of the main office maintained by the Bank as of the
                           date of the termination of the Executive's employment
                           or in any county in which the Bank has a full-service
                           branch bank;

                  (ii)     within one calendar year after leaving the employ of
                           the Bank or the Corporation participates in any way
                           in hiring or otherwise engaging, or assisting any
                           other person or entity in hiring or otherwise
                           engaging, on a temporary, part-time or permanent
                           basis, any individual who was employed by the Bank as
                           of the date of termination of the Executive's
                           employment;

                  (iii)    within one calendar year after leaving the employ of
                           the Bank or the Corporation assists, advises, or
                           serves in any capacity, representative or otherwise,
                           any third party in any action against the Bank or
                           transaction involving the Bank other than in seeking
                           legal redress of the rights of Executive or members
                           of Executive's family or closely held business;


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                           provided, that the Executive shall not be penalized
                           hereunder in the event any employer of Executive not
                           controlled by Executive elects to engage in an
                           activity proscribed under this paragraph;

                  (iv)     within one hundred twenty (120) days after leaving
                           the employ of the Corporation or the Bank, sells,
                           offers to sell, provides banking or other financial
                           services, assists any other person in selling or
                           providing banking or other financial services, or
                           solicits or otherwise competes for, either directly
                           or indirectly, any orders, contract, or accounts for
                           services of a kind or nature like or substantially
                           similar to the financial services performed or
                           financial products sold by the Bank (the preceding
                           hereinafter referred to as "SERVICES"), to or from
                           any person or entity from whom the Executive or the
                           Bank, to the knowledge of the Executive provided
                           banking or other financial services, sold, offered to
                           sell or solicited orders, contracts or accounts for
                           Services;

                  (v)      divulges, discloses, or communicates to others in any
                           manner whatsoever, any confidential information of
                           the Bank, to the knowledge of the Executive,
                           including, but not limited to, the names and
                           addresses of customers or prospective customers, of
                           the Bank, as they may have existed from time to time,
                           of work performed or services rendered for any
                           customer, any method and/or procedures relating to
                           projects or other work developed for the Bank,
                           earnings or other information concerning the Bank.
                           The restrictions contained in this subparagraph (v)
                           apply to all information regarding the Bank,
                           regardless of the source of such information.
                           Notwithstanding anything to the contrary, the
                           Executive shall not disclose any of the information
                           referred to herein unless and until it becomes known
                           to the general public from a source other than the
                           Executive or those to whom disclosure was made by
                           Executive.

                  5.4.2    Judicial Remedies. In the event of a breach or
         threatened breach by the Executive of any provision of these
         restrictions, the Executive recognizes the substantial and immediate
         harm that a breach or threatened breach will impose upon the Bank, and
         further recognizes that in such event monetary damages may be
         inadequate to fully protect the Bank. Accordingly, in the event of a
         breach or threatened breach of this Agreement, the Executive consents
         to the Bank's entitlement to such ex parte, preliminary, interlocutory,
         temporary or permanent injunctive, or any other equitable relief,
         protecting and fully enforcing the Bank's rights hereunder and
         preventing the Executive from further breaching any of his obligations
         set forth herein. The Executive expressly waives any requirement, based
         on any statute, rule of procedure, or other source, that the Bank post
         a bond as a condition of obtaining any of the above-described remedies.
         Nothing herein shall be construed as prohibiting the Bank from pursuing
         any other remedies available to the Bank at law or in equity for such
         breach or threatened breach, including the recovery of damages from the
         Executive. The Executive expressly acknowledges and agrees that: (i)
         the

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         restrictions set forth in Section 5.4.1 hereof are reasonable, in terms
         of scope, duration, geographic area, and otherwise, (ii) the
         protections afforded the Bank in Section 5.4.1 hereof are necessary to
         protect its legitimate business interest, (iii) the restrictions set
         forth in Section 5.4.1 hereof will not be materially adverse to the
         Executive's employment with the Bank, and (iv) his agreement to observe
         such restrictions forms a material part of the consideration for this
         Agreement.

                  5.4.3    Overbreadth of Restrictive Covenant. It is the
         intention of the parties that if any restrictive covenant in this
         Agreement is determined by a court of competent jurisdiction to be
         overly broad, then the court should enforce such restrictive covenant
         to the maximum extent permitted under the law as to area, breadth and
         duration.

                  5.4.4    Change in Control, Etc. The non-competition
         provisions specified in Section 5.4.1 hereof shall not be enforceable
         following a Change in Control and shall not apply unless the
         Corporation or the Bank continues to compensate the Executive at for
         the time during which the provision is applicable (the Corporation or
         the Bank reserving the absolute right to terminate such compensation at
         any time). The compensation required by this paragraph shall be not
         less than the monthly salary received by the Executive immediately
         preceding the Executive's termination from service. However, if the
         Executive is terminated for cause as herein provided, then no such
         compensation shall be required and the non-compete provisions shall
         apply with full force and effect.

                  5.4.5    Termination by the Executive for Good Reason. If the
         Bank or the Corporation persists, for a period of thirty (30) calendar
         days after written notice from Executive describing in reasonable
         detail the matter as to which Executive is complaining, in any attempt
         to require Executive to perform (or omit to perform) any act or engage
         (or omit to engage) in any conduct that would constitute, in the
         Executive's reasonable judgment, illegal conduct or omission, a
         violation of the Corporation's or Bank's code of ethics or code of
         conduct, or other Bank or Corporation policy, then Executive shall be
         entitled to resign for good reason ("GOOD REASON"). Such notice shall
         be deemed a demand for the Bank to cease any such attempt. If the
         Executive resigns for Good Reason, then the Executive shall continue to
         be entitled to the benefits under this Agreement but shall not be
         subject to the non-competition provisions of Section 5.4.1.

         5.5      Suicide or Misstatement. No benefits shall be payable if the
Executive commits suicide within two years after the date of this Agreement, or
if the insurance company denies coverage for material misstatements of fact made
by the Executive on any application for life insurance purchased by the Bank, or
any other reason; provided, however that the Bank shall evaluate the reason for
the denial, and upon advice of legal counsel and in its sole discretion,
consider judicially challenging any denial.

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                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

         6.1      Claims Procedure. An Executive or beneficiary ("CLAIMANT") who
has not received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:

                  6.1.1    Initiation - Written Claim. The claimant initiates a
         claim by submitting to the Bank a written claim for the benefits.

                  6.1.2    Timing of Bank Response. The Bank shall respond to
         such claimant within thirty (30) days after receiving the claim. If the
         Bank determines that special circumstances require additional time for
         processing the claim, the Bank can extend the response period by an
         additional thirty (30) days by notifying the claimant in writing, prior
         to the end of the initial thirty- (30)-day period, that an additional
         period is required. The notice of extension must set forth the special
         circumstances and the date by which the Bank expect to render their
         decision.

                  6.1.3    Notice of Decision. If the Bank denies part or all of
         the claim, the Bank shall notify the claimant in writing of such
         denial. The Bank shall write the notification in a manner calculated to
         be understood by the claimant. The notification shall set forth:

                           6.1.3.1  The specific reasons for the denial,

                           6.1.3.2  A reference to the specific provisions of
                  the Agreement on which the denial is based,

                           6.1.3.3  A description of any additional information
                  or material necessary for the claimant to perfect the claim
                  and an explanation of why it is needed,

                           6.1.3.4  An explanation of the Agreement's review
                  procedures and the time limits applicable to such procedures,
                  and

                            6.1.3.5  A statement of the claimant's right to
                  bring a civil action under ERISA Section 502(a) following an
                  adverse benefit determination on review.

         6.2      Review Procedure. If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Bank
of the denial, as follows:

                  6.2.1    Initiation - Written Request. To initiate the review,
         the claimant, within 60 days after receiving the Bank's notice of
         denial, must file with the Bank a written request for review.


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                  6.2.2    Additional Submissions - Information Access. The
         claimant shall then have the opportunity to submit written comments,
         documents, records and other information relating to the claim. The
         Bank shall also provide the claimant, upon request and free of charge,
         reasonable access to, and copies of, all documents, records and other
         information relevant (as defined in applicable ERISA regulations) to
         the claimant's claim for benefits.

                  6.2.3    Considerations on Review. In considering the review,
         the Bank shall take into account all materials and information the
         claimant submits relating to the claim, without regard to whether such
         information was submitted or considered in the initial benefit
         determination.

                  6.2.4    Timing of Bank Response. The Bank shall respond in
         writing to such claimant within sixty (60) days after receiving the
         request for review. If the Bank determines that special circumstances
         require additional time for processing the claim, the Bank can extend
         the response period by an additional sixty (60) days by notifying the
         claimant in writing, prior to the end of the initial sixty- (60)-day
         period, that an additional period is required. The notice of extension
         must set forth the special circumstances and the date by which the Bank
         expects to render its decision.

                  6.2.5    Notice of Decision. The Bank shall notify the
         claimant in writing of its decision on review. The Bank shall write the
         notification in a manner calculated to be understood by the claimant.
         The notification shall set forth:

                           6.2.5.1  The specific reasons for the denial,

                           6.2.5.2  A reference to the specific provisions of
                  the Plan on which the denial is based,

                           6.2.5.3  A statement that the claimant is entitled to
                  receive, upon request and free of charge, reasonable access
                  to, and copies of, all documents, records and other
                  information relevant (as defined in applicable ERISA
                  regulations) to the claimant's claim for benefits, and

                           6.2.5.4  A statement of the claimant's right to bring
                  a civil action under ERISA Section 502(a).

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                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

         No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be specifically designated by
the Board of Directors of the Bank to sign on their behalf. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1      Administration. The Bank shall have powers, which are
necessary to administer this Agreement, including but not limited to:

                  8.1.1    Interpreting the provisions of the Agreement;

                  8.1.2    Establishing and revising the method of accounting
         for the Agreement;

                  8.1.3    Maintaining a record of benefit payments; and

                  8.1.4    Establishing rules and prescribing any forms
         necessary or desirable to administer the Agreement.

         8.2      Applicable Law. The Agreement and all rights hereunder shall
be governed by the laws of the State of Tennessee, except to the extent
preempted by the laws of the United States of America.

         8.3      Binding Effect. This Agreement shall bind the Executive and
the Bank, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

         8.4      Entire Agreement. This Agreement constitutes the entire
agreement between the Bank and the Executive as to the subject matter hereof. No
rights are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

         8.5      Administrator. The Bank shall be the administrator under this
Agreement. The Bank may delegate to others certain aspects of the management and
operational responsibilities including the service of advisors and the
delegation of ministerial duties to qualified individuals.

         8.6      Right of Offset. The Bank shall have the right to offset the
benefits against any unpaid obligation the Executive may have with the Bank.

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         8.7      No Guarantee of Employment. This Agreement is not an
employment policy or contract. It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         8.8      Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.

         8.9      Notice. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:

                  To the Bank:       Capital Bank & Trust Company
                                     Attention: Secretary
                                     1820 West End Avenue
                                     Nashville, Tennessee 37203

                  To the Executive:  Sally P. Kimble
                                     1151 Fairways Drive
                                     Lebanon, Tennessee 37087

         8.10     Facility of Payment. If the Executive is declared to be
incompetent, or incapable of handling the disposition of his or her property,
the Bank may pay such benefit to the duly appointed guardian, legal
representative or person having the care or custody of the Executive. The Bank
may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Bank from all liability with respect to such benefit.

         8.11     Reorganization. The Corporation shall not merge or consolidate
into or with another company, or reorganize, or sell substantially all of its
assets to another company, firm or person unless such succeeding or continuing
company, firm or person agrees to assume and discharge the obligations of the
Corporation hereunder.

         8.12     Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.


                                       13


<PAGE>



         8.13     Nature of Obligations. Except as described in Section 2.6,
nothing contained herein shall create or require the Bank to create a trust of
any kind to fund any benefits which may be payable hereunder, and to the extent
that the Executive acquires a right to receive benefits from the Bank hereunder,
such right shall be no greater than the right of any unsecured general creditor
of the Bank.

         8.14     Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         8.15     Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         8.16     Counterparts. This Agreement may be executed in one or more
counterparts, each off which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         8.17     Regulatory Prohibition. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA (12 U.S.C. Section 1828(k)) and any
regulations promulgated thereunder.

         IN WITNESS WHEREOF, the Executive and duly authorized officers of the
Bank have signed this Agreement.

EXECUTIVE:                                          BANK:
                                                    CAPITAL BANK & TRUST COMPANY


/s/ Sally P. Kimble                        By /s/ R. Rick Hart
--------------------------------              ----------------------------------
SALLY P. KIMBLE
                                            Title Chairman, President & CEO
                                                 -------------------------------

    (Capital Bancorp, Inc.'s signature follows on the next succeeding page.)


                                       14


<PAGE>


         By execution hereof, Capital Bancorp, Inc. consents to and agrees to be
bound by the terms and conditions of this Agreement.


ATTEST:                                      CORPORATION:
                                             CAPITAL BANCORP, INC.

/s/ Kevin D. Busbey
Kevin D. Busbey, SVP & Controller            By /s/ R. Rick Hart
                                             Title: Chairman, President & CEO


                                       15
<PAGE>


                                   SCHEDULE A
                          CAPITAL BANK & TRUST COMPANY
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

                                LIFETIME BENEFITS

                                 SALLY P. KIMBLE

<TABLE>
<CAPTION>
                                                                                                         CHANGE IN
                                                                     EARLY            DISABILITY          CONTROL
                                                                  TERMINATION           ANNUAL            ANNUAL
      PLAN       ATTAINED         VESTING        ACCRUED         ANNUAL BENEFIT        BENEFIT            BENEFIT
      YEAR          AGE           SCHEDULE       BENEFIT              (1)                (1)                (1)
<S>              <C>              <C>            <C>             <C>                  <C>                 <C>
        1           51            100.00%         $10,143            $2,544             $2,544            $25,000
        2           52            100.00%         $20,965            $4,928             $4,928            $25,000
        3           53            100.00%         $32,512            $7,162             $7,162            $25,000
        4           54            100.00%         $44,832            $9,257             $9,257            $25,000
        5           55            100.00%         $57,978           $11,219            $11,219            $25,000
        6           56            100.00%         $72,004           $13,059            $13,059            $25,000
        7           57            100.00%         $86,969           $14,783            $14,783            $25,000
        8           58            100.00%        $102,936           $16,399            $16,399            $25,000
        9           59            100.00%        $119,973           $17,913            $17,913            $25,000
        10          60            100.00%        $138,151           $19,333            $19,333            $25,000
        11          61            100.00%        $157,546           $20,663            $20,663            $25,000
        12          62            100.00%        $178,240           $21,910            $21,910            $25,000
        13          63            100.00%        $200,320           $23,078            $23,078            $25,000
        14          64            100.00%        $223,879           $24,174            $24,174            $25,000
        15          65            100.00%        $240,455           $25,000            $25,000            $25,000

</TABLE>

(1)      Payments commence at Normal Retirement Age


                                       16
<PAGE>


                             BENEFICIARY DESIGNATION
                          CAPITAL BANK & TRUST COMPANY
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

I, SALLY P. KIMBLE, designate the following as beneficiary of benefits under the
Agreement payable following my death:

PRIMARY:

----------------------------------------------------------------------
                                                                          -----%

----------------------------------------------------------------------
                                                                          -----%

----------------------------------------------------------------------
                                                                          -----%
--------------------------------------------------------------------------------

CONTINGENT:
----------------------------------------------------------------------
                                                                          -----%

----------------------------------------------------------------------
                                                                          -----%
----------------------------------------------------------------------
                                                                          -----%

--------------------------------------------------------------------------------


NOTES:

    -  PLEASE PRINT CLEARLY OR TYPE THE NAMES OF THE BENEFICIARIES.

    -  TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(s)
       AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

    -  TO NAME YOUR ESTATE AS BENEFICIARY, PLEASE WRITE "ESTATE OF [YOUR NAME]".

    -  BE AWARE THAT NONE OF THE CONTINGENT BENEFICIARIES WILL RECEIVE ANYTHING
       UNLESS ALL OF THE PRIMARY BENEFICIARIES PREDECEASE YOU.

I understand that I may change these beneficiary designations by delivering a
new written designation to the Administrator, which shall be effective only upon
receipt and acknowledgment by the Administrator prior to my death. I further
understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our
marriage is subsequently dissolved.

NAME:
      ---------------------------------------

SIGNATURE:                                           DATE:
          -----------------------------------             ----------------------

Received by the Plan Administrator this ____________ day of ___________________,
20___.

By:
   -----------------------------------

Title:
      --------------------------------


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