Exhibit 10.1

<TABLE>
<CAPTION>

                                              PROMISSORY NOTE

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<S>              <C>              <C>          <C>      <C>              <C>         <C>         <C>
    Principal     Loan Date     Maturity     Loan No    Call / Coll     Account     Officer    Initials
  $30,000,000.00  12-27-2005   01-31-2006               04AD / STKU                  53803
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               References in the shaded area are for Lender's use only and do nut limit lbs
                       applicability of this document to any particular loan or item

             Any item above containing "***" has been omitted due to text length limitations.
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Borrower: Capital Bank Corporation (TIN:  56-2101930)   Lender: First Tennessee Bank National Association
          4901 Glen wood Avenue                                 Financial Institutions
          Raleigh NC 27612                                      845 Crossover Lane, Suits 150
                                                                Memphis, TN  38117
                                                                (901) 435-7972

==========================================================================================================
Principal Amount: $30,000,000 00         Initial Rate:   7.250%          Date of Note:   December 27, 2005

</TABLE>

PROMISE TO PAY. Capital Bank Corporation  ("Borrower")  promises to pay to First
Tennessee Bank National Association ("Lender"),  or order in lawful money of the
United  States of  America,  the  principal  amount  of Thirty  Million & 00/100
Dollars  ($30,000,000.00)  or so  much  as may  be  outstanding,  together  with
Interest on the unpaid outstanding  principal balance of each advance,  Interest
shad be calculated from the date of each advance until repayment of each advance

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on January 31, 2006. Unless otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; and then to any unpaid collection costs. The annual
interest rate for this Note is computed on a 365/360 basis; that is, by applying
the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding  principal  balance,  multiplied  by the  actual  number of days the
principal  balance is outstanding  Borrower will pay Lender at Lender's  address
shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Lender's base  commercial
rate (the  "Index")  The index is not  necessarily  the lowest  rate  charged by
Lender on its loans  and is set by Lender in its sole  discretion.  If the Index
becomes  unavailable  during  the  term of this  loan  Lender  may  designate  a
substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more
often than each day.  Borrower  understands  that Lender may make loans based on
other rates as well. The Index currently is 7.250% per annum.  The interest rate
to be  applied to the  unpaid  principal  balance of this Note will be at a rate
equal to the Index,  resulting in an initial  rate of 7.250% per annum.  NOTICE:
Under no  circumstances  will the  interest  rate on this  Note be more than the
maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing, relieve Borrower

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of Borrower's  obligation to continue to make payments.  Rather,  early payments
will  reduce the  principal  balance  due.  Borrower  agrees not to send  Lender
payments marked "paid in full",  "without  recourse",  or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lender's  rights under this Note, and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts, including any check or other payment instrument that indicates that the
payment  constitutes payment in full of the amount owed or that is tendered with
other  conditions or limitations or as full  satisfaction  of a disputed  amount
must be mailed or  delivered  to:  First  Tennessee  Bank  National  Association
Financial Institutions, 845 Crossover Lane, Suite 150, Memphis, TN 38117.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase the  variable  interest  rate on this Note to 21.000% per annum.  In no
event will the  effective  total  interest rate on this Note be greater than the
rate permitted by applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower fails to make any payment when due under this
         Note.

         Other  Defaults.  Borrower fails to comply with or to perform any other
         term,  obligation,  covenant or condition  contained in this Note or in
         any of the related  documents  or to comply with or to perform any term
         obligation  covenant  or  condition  contained  in any other  agreement
         between Lender and Borrower.

         Default in Favor of Third  Parties.  Borrower or any  Grantor  defaults
         under any loan,  extension of credit,  security  agreement  purchase or
         sales agreement, or any other agreement, in favor of any other creditor
         or person  that may  materially  affect any of  Borrower's  property or
         Borrower's ability to repay this Note or perform Borrower's obligations
         under this Note or any of the related documents

         False  Statements.  Any warranty  representation  or statement  made or
         furnished to Lender by Borrower or on Borrower s behalf under this Note
         or the  related  documents  is  false  or  misleading  in any  material
         respect,  either now or at the time made or furnished or becomes  false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower s existence as a
         going  business,  the  insolvency  of Borrower,  the  appointment  of a
         receiver for any part of Borrower's  property,  any  assignment for the
         benefit of creditors,  any type of creditor workout or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure  or
         forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help
         repossession or any other method, by any creditor of Borrower or by any
         governmental  agency  against any  collatera

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         securing the loan.  This  includes a  garnishment  of any of Borrower's
         accounts including deposit accounts,  with Lender.  However, this Event
         of Default shall not apply if there is a good faith dispute by Borrower
         as to the validity or reasonableness of the claim which is the basis of
         the  creditor or  forfeiture  proceeding  and if Borrower  gives Lender
         written  notice of the creditor or forfeiture  proceeding  and deposits
         with  Lender  monies or a surety bond for the  creditor  or  forfeiture
         proceeding in an amount  determined by Lender in its sole discretion as
         being an adequate reserve or bond for the dispute.

         Events  Affecting  Guarantor.  Any of the preceding  events occurs with
         respect to any guarantor,  endorser,  surety, or accommodation party of
         any  of  the  indebtedness  or  any  guarantor,  endorser,  surety,  or
         accommodation party dies or becomes incompetent, or revokes or disputes
         the validity of, or liability  under,  any guaranty of the indebtedness
         evidenced by this Note. In the event of a death, Lender, at its option,
         may but shall not be  required  to,  permit the  guarantor's  estate to
         assume  unconditionally the obligations arising under the guaranty in a
         manner  satisfactory  to  Lender  and,  in doing  so cure any  Event of
         Default.

         Change In  Ownership.  Any change in ownership of  twenty-five  percent
         (25%) or more of the common stock of Borrower.

         Adverse  Change.  A  material  adverse  change  occurs  in  Borrower  s
         financial  condition  or Lender  believes  the  prospect  of payment or
         performance of this Note is impaired.

         Cure  Provisions.  If any  default,  other than a default in payment or
         failure to satisfy  Lender s  requirement  in the  Insufficient  Market
         Value of  Securities  section is curable and if  Borrower  has not been
         given a notice of a breach of the same  provision  of this Note  within
         the preceding  twelve (12) months,  it may be cured if Borrower,  after
         receiving  written  notice from Lender  demanding cure of such default:
         (1) cures the  default  within  fifteen  (15) days;  or (2) if the cure
         requires more than fifteen (15) days immediately  initiates steps which
         Lender deems in Lender s sole  discretion  to be sufficient to cure the
         default and  thereafter  continues  and completes  all  reasonable  and
         necessary steps sufficient to produce  compliance as soon as reasonably
         practical.

LENDERS  RIGHTS.  Upon default.  Lender may declare the entire unpaid  principal
balance on this Note and ail accrued unpaid  interest  immediately  due and then
Borrower will pay that amount.

Any payment not made when due hereunder  (whether by  acceleration or otherwise)
shall bear interest  after  maturity at the maximum  effective  contract rate of
interest which the Lender may lawfully charge.

In the event of any  renewal or  extension  of the loan  indebtedness  evidenced
hereby,  unless the parties  otherwise  agree to a lower rate,  the Lender shall
have the right to charge interest at the highest of the following rates: (i) the
maximum rate permissible at the time the contract to make the loan was executed;
or (ii) the maximum rate permissible at the time the loan was made; or (iii) the
maximum rate  permissible at the time of such renewal or extension;  or (iv) the
maximum

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rate permitted by applicable  federal law; it being intended that those statutes
and laws,  state or  federal,  from time to time in  effect,  which  permit  the
charging of the higher rate of interest  shall govern the maximum fate which may
be charged hereunder.  In the event that for any reason the foregoing provisions
hereof shall not contain a valid  enforceable  designation of a rate of interest
prior to  maturity  or method of  determining  the same,  then the  indebtedness
hereby evidenced shall bear interest prior to maturity at the maximum  effective
rate which may be lawfully charged by the Lender under applicable law.

Regardless  of any  provision  herein,  or in any  other  document  executed  in
connection  herewith  the holder  hereof  shall  never be  entitled  to receive,
collect,  or apply,  as  interest  hereon,  any amount in excess of the  maximum
contract  rate  which  may be  lawfully  charged  by  the  holder  hereof  under
applicable  law; and in the event the holder hereof ever receives,  collect,  or
applies at  interest  any such  excess,  such amount  which  would be  excessive
interest shall be deemed a partial prepayment of principal and treated hereunder
as such; and if the principal hereof is paid in full, any remaining excess shall
forthwith be paid to the undersigned. In determining whether or not the interest
paid or payable  under any  specific  contingency,  exceeds the  maximum  lawful
contract  rate,  the  undersigned  and the holder hereof  shall,  to the maximum
extent permitted by applicable law, (a) characterize any  non-principal  payment
as a  reasonable  loan charge  rather than as  interest;  (b) exclude  voluntary
prepayments and the effects thereof; and (c) amortize,  prorate,  allocate,  and
spread,  in equal  parts,  the total  amount of interest  throughout  the entire
contemplated  term hereof so that the interest  accrued or to accrue  throughout
the entire term  contemplated  hereby shall at no time exceed the maximum lawful
contract rate.

ATTORNEYS  FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any limits under applicable law,  Lender's  attorneys fees
and  Lender s legal  expenses,  whether  or not  there is a  lawsuit,  including
attorneys' fees expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic  stay or  injunction),  and appeals if not prohibited by
applicable law,  Borrower also will pay any court costs in addition to all other
sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action  proceeding or counterclaim  brought by either Lender or Borrower against
the other.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $25.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings, or some other account). This includes all accounts Borrower may open in
the future.  However,  this does not include any IRA or Keogh  accounts,  or any
trust accounts for which setoff would be prohibited by law. Borrower  authorizes
Lender to the extent  permitted by applicable  law, to charge or setoff all sums
owing on the  indebtedness  against any and all such accounts,  and, at Lender's
option to  administratively  freeze all such accounts to allow Lender to protect
Lender's charge and setoff rights provided in this paragraph.

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FINANCIAL  STATEMENTS.  The  undersigned  agrees to furnish a current  financial
statement  upon the request of Lender from time to time,  and further  agrees to
execute and deliver all other  instruments and take such other actions as Lender
may from time to time  reasonably  request in order to carry out the  provisions
and intent hereof.

LATE FEE.  For any payment  which is not made within 10 days of the due date for
such  payment the  Borrower  shall pay a late fee The late fee shall equal 5% of
the unpaid portion of the past-due payment.

EXCLUSION  FROM   INDEBTEDNESS.   Excluded  from   indebtedness   shall  be  any
indebtedness governed by the Federal Truth in Lending Act.

COLLATERAL.  Borrower  acknowledges  this  Note  is  secured  by  the  following
collateral  described in the security  instrument  listed herein:  securities or
Investment  property  described in a Commercial  Pledge Agreement dated December
27, 2005.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note may be  requested  either  orally or in writing by  Borrower  or by an
authorized  person  Lender may, but need not,  require that all oral requests be
confirmed  in  writing.  All  communications,   instructions  or  directions  by
telephone  or  otherwise  to Lender are to be directed to Lender's  office shown
above.  Borrower  agrees to be  liable  for all sums  either:  (A)  advanced  in
accordance with the instructions of an authorized  person or (B) credited to any
of Borrower's  accounts with Lender.  The unpaid principal balance owing on this
Note at any time may be  evidenced by  endorsements  on this Note or by Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (B) Borrower or any guarantor  ceases doing business or is
insolvent;  (C) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  or (D) Borrower has applied  funds  provided  pursuant to this Note for
purposes other than those authorized by Lender.

USA  PATRIOT  ACT.  Important  information  about  procedures  for opening a new
account.  To help the  government  fight  the  funding  of  terrorism  and money
laundering activities. Federal law requires all financial institutions to obtain
verify and record information that identifies each business entity that opens an
account.

What this means to you:  When you open an  account,  we will ask for Federal Tax
Identification Number physical street address of your business,  full legal name
of your  business  and other  information  that will allow us to  identify  your
company.  We may also ask you to provide  copies of certain  documents that will
aid in confirming this information.

DOCUMENT FEE. Borrower acknowledges that any fees associated with the Promissory
Note and any  collateral  documents  are for the  account  of the  Borrower  and
Borrower  agrees to  reimburse  Lender for any such fees.  A document fee in the
amount of $400 00 may be due and

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payable with the initial billing under the terms of the Promissory Note and will
be in addition to any scheduled payment.

SUCCESSOR  INTERESTS.  The terms of this Note shall be binding upon Borrower and
upon Borrowers heirs, personal representatives  successors and assigns and shall
inure to the benefit of Lender and its successors and assigns.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without  losing them Borrower and any other person who
signs,  guarantees  or endorses  this Note to the extent  allowed by law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise  expressly stated in writing,  no party
who signs  this  Note,  whether  as  maker,  guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew of extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan  without the consent of or notice to
anyone other than the party with wham the  modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE

BORROWER:

Capital Bank Corporation


By: /s/ B. Grant Yarber                      By:  /s/ William R. Lampley
    --------------------------------             -----------------------=-------
    B. Grant Yarber, President & CEO             William R. Lampley, Interim CFO
    of Capital Bank Corporation                  of Capital Bank Corporation



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