<PAGE>   1
                                                                    Exhibit 10.1












                             CAPITAL BANCORP, INC.

                             2001 STOCK OPTION PLAN




<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                       <C>
Article 1 Purposes of the Plan............................................................Page -1-

Article 2 Certain Definitions and Terms...................................................Page -1-
        Section 2.1    Award..............................................................Page -1-
        Section 2.2    Board..............................................................Page -1-
        Section 2.3    Change of Control..................................................Page -1-
        Section 2.4    Code...............................................................Page -2-
        Section 2.5    Company............................................................Page -2-
        Section 2.6    Company Stock......................................................Page -2-
        Section 2.7    Date of Grant......................................................Page -2-
        Section 2.8    Disability.........................................................Page -2-
        Section 2.9    Exchange Act.......................................................Page -2-
        Section 2.10   Fair Market Value..................................................Page -3-
        Section 2.11   Incentive Stock Option.............................................Page -3-
        Section 2.12   Nonstatutory Stock Option..........................................Page -3-
        Section 2.13   Option.............................................................Page -3-
        Section 2.14   Parent.............................................................Page -3-
        Section 2.15   Participant........................................................Page -3-
        Section 2.16   Restricted Stock...................................................Page -3-
        Section 2.17   Stock Option Committee.............................................Page -3-
        Section 2.18   Subsidiary.........................................................Page -3-
        Section 2.19   Ten Percent Holder.................................................Page -3-

Article 3 General Terms of the Plan.......................................................Page -4-
        Section 3.1    Incentive and Nonstatutory Stock Options...........................Page -4-
        Section 3.2    Stock..............................................................Page -4-
        Section 3.3    Eligibility........................................................Page -4-

Article 4 Grant and Exercise of Stock Options.............................................Page -4-
        Section 4.1    Stock Option Grants................................................Page -4-
        Section 4.2    Exercise Price.....................................................Page -5-
        Section 4.3    Full and Partial Exercise..........................................Page -5-
        Section 4.4    Vesting and Exercise on Change in Control..........................Page -6-

Article 5 Method of Exercise..............................................................Page -6-
        Section 5.1    Method of Exercise of Options......................................Page -6-
        Section 5.2    Restrictions, Taxes, and Other Limitations.........................Page -6-
</TABLE>





                                      -ii-

<PAGE>   3

<TABLE>
<S>                                                                                       <C>
Article 6 Administration of the Plan......................................................Page -7-
        Section 6.1    Administration of the Plan.........................................Page -7-
        Section 6.2    Committee Authority and Discretion.................................Page -7-
        Section 6.3    Administrative Discretion, Etc.....................................Page -7-
        Section 6.4    Committee Rules; Binding Determination.............................Page -8-
        Section 6.5    Actions by the Committee...........................................Page -8-

Article 7 Transferability.................................................................Page -8-

Article 8 Effective Date of the Plan, Termination, and Related Matters....................Page -8-
        Section 8.1    Effective Date.....................................................Page -8-
        Section 8.2    Termination, Modification, Change..................................Page -8-
        Section 8.3    Change in Capital Structure........................................Page -8-

Article 9 Effective Date of the Plan......................................................Page -9-

Article 10 General Terms and Provisions of the Plan.......................................Page -9-
        Section 10.1   Notice.............................................................Page -9-
        Section 10.2   Interpretation.....................................................Page -9-
        Section 10.3   Shareholder Rights................................................Page -10-
        Section 10.4   No Contract of Employment.........................................Page -10-
        Section 10.5   Withholding.......................................................Page -10-
        Section 10.6   Construction......................................................Page -10-

Article 11 Shareholder Approval..........................................................Page -10-
</TABLE>




                                      -iii-

<PAGE>   4

                              CAPITAL BANCORP, INC.
                             2001 STOCK OPTION PLAN

        The Board of Directors of Capital Bancorp, Inc. hereby adopts the
Capital Bancorp, Inc. 2001 Stock Option Plan as follows:

                                    ARTICLE 1

                              PURPOSES OF THE PLAN

        The purpose of this Capital Bancorp, Inc. 2001 Stock Option Plan (the
"Plan") is to further the long term stability and financial success of Capital
Bancorp, Inc. (the "Company") by attracting and retaining key employees,
directors, consultants, and advisors of the Company through the use of stock
incentives. It is believed that ownership of Company Stock will stimulate the
efforts of those employees, directors, consultants and advisors of the Company
upon whose judgment and interest the Company is and will be largely dependent
for the successful conduct of its business. It is also believed that awards
granted to such persons under this Plan will strengthen their desire to remain
with the Company and will further the identification of those individuals'
interests with those of the Company's shareholders.

                                    ARTICLE 2

                          CERTAIN DEFINITIONS AND TERMS

        As used in the Plan, the following terms have the meanings indicated:

        Section 2.1  Award. "Award" means the grant of an Option under the Plan.

        Section 2.2  Board. "Board" means the board of directors of the Company.

        Section 2.3  Change of Control. "Change of Control" means:

              2.3.1  The acquisition, other than from the Company, by any
                     individual, entity or group (within the meaning of Section
                     13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial
                     ownership (within the meaning of Rule 13d-3 promulgated
                     under the Exchange Act) of 20% or more of either the then
                     outstanding shares of Company Stock or the combined voting
                     power of the then outstanding voting securities of the
                     Company entitled to vote generally in the election of
                     directors, but excluding for this purpose, any such
                     acquisition by the Company or any of its subsidiaries, or
                     any employee benefit plan (or related trust) of the Company
                     or its subsidiaries, or any corporation with respect to
                     which, following such acquisition, more than 50% of,
                     respectively, the then outstanding shares of common stock
                     of such corporation and the combined voting power of the
                     then outstanding voting securities of such corporation
                     entitled to vote generally in the election of directors is
                     then beneficially owned, directly or indirectly, by the
                     individuals and entities who were the beneficial owners,
                     respectively, of the Common Stock and voting securities of
                     the Company immediately prior to such acquisition in
                     substantially the




<PAGE>   5


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

                     same proportion as their ownership, immediately prior to
                     such acquisition, of the then outstanding shares of Common
                     Stock of the Company or the combined voting power of all of
                     the then outstanding voting securities of the Company
                     entitled to vote generally in the election of directors, as
                     the case may be; or

              2.3.2  Individuals who, as of the date hereof, constitute the
                     Board (as of the date hereof the "Incumbent Board") cease
                     for any reason to constitute at least a majority of the
                     Board, provided that any individual becoming a director
                     subsequent to the date hereof whose election or nomination
                     for election by the Company's shareholders was approved by
                     a vote of at least a majority of the directors then
                     comprising the Incumbent Board shall be considered as
                     though such individual were a member of the Incumbent
                     Board, but excluding, for this purpose, any such individual
                     whose initial assumption of office is in connection with an
                     actual or threatened election contest relating to the
                     election of the Directors of the Company (as such terms are
                     used in Rule 14a-11 of Regulation 14A promulgated under the
                     Exchange Act); or

              2.3.3  Approval by the shareholders of the Company of a
                     reorganization, merger or consolidation, in each case, with
                     respect to which the individuals and entities who were the
                     respective beneficial owners of the Common Stock and voting
                     securities of the Company immediately prior to such
                     reorganization, merger or consolidation do not, following
                     such reorganization, merger or consolidation, beneficially
                     own, directly or indirectly, more than 50% of,
                     respectively, the then outstanding shares of common stock
                     and the combined voting power of the then outstanding
                     voting securities entitled to vote generally in the
                     election of directors, as the case may be, of the
                     corporation resulting from such reorganization, merger or
                     consolidation, or a complete liquidation or dissolution of
                     the Company or of its sale or other disposition of all or
                     substantially all of the assets of the Company.

        Section 2.4  Code. "Code" means the Internal Revenue Code of 1986, as
                     amended.

        Section 2.5  Company. "Company" means Capital Bancorp, Inc., a
                     Tennessee business corporation, and any successor in
                     interest thereto.

        Section 2.6  Company Stock. "Company Stock" means common stock,
                     par value $4.00 per share ("Common Stock"), of the
                     Company. If the par value of the Company Stock is
                     changed, or in the event of a change in the capital
                     structure of the Company (as provided in Section 8.3),
                     the shares resulting from such a change shall be deemed
                     to be Company Stock within the meaning of the Plan.

        Section 2.7  Date of Grant. "Date of Grant" means the date on which
                     an Award is granted by the Board.

        Section 2.8  Disability. "Disability" or "Disabled" means, as to
                     an Incentive Stock Option, a Disability within the
                     meaning of Code section 22(e)(3). As to all other Awards,
                     the Committee shall determine whether a Disability exists
                     and such determination shall be conclusive.

        Section 2.9  Exchange Act. "Exchange Act" means the Securities
                     Exchange Act of 1934, as amended.



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                                    Capital Bancorp, Inc. 2001 Stock Option Plan

        Section 2.10 Fair Market Value. "Fair Market Value" means, if the
                     Company Stock is not publicly traded, the value of a share
                     of Common Stock determined in good faith by the Board. If
                     Company Stock is publicly traded, the term means, on any
                     given date, the average of the high and low price on such
                     date, or if shares were not traded on that date, the last
                     date on which shares were traded, as reported in the Wall
                     Street Journal for the stock exchange on which the shares
                     are traded.

        Section 2.11 Incentive Stock Option. "Incentive Stock Option" means
                     an Option intended to meet the requirements of, and qualify
                     for favorable Federal income tax treatment under, Code
                     section 422.

        Section 2.12 Nonstatutory Stock Option. "Nonstatutory Stock Option"
                     means an Option, which does not meet the requirements of
                     Code section 422, or even if meeting the requirements of
                     Code section 422, is not intended to be an Incentive Stock
                     Option and is so designated.

        Section 2.13 Option. "Option" means a right to purchase Company
                     Stock granted under the Plan, at a price determined in
                     accordance with the Plan.

        Section 2.14 Parent. "Parent" means, with respect to any
                     corporation, a present or future "parent corporation" of
                     that corporation within the meaning of Code section 424(e).

        Section 2.15 Participant. "Participant" means any eligible
                     employee, director, advisor, consultant, institutional
                     lender or investor of the Company or any Parent or
                     Subsidiary who receives an Award under the Plan.

        Section 2.16 Restricted Stock. "Restricted Stock means shares
                     received pursuant to any Award that are made subject to
                     specific restrictions on voting, transferability or other
                     matters and set forth in a specific agreement ("Restricted
                     Stock Agreement").

        Section 2.17 Stock Option Committee. "Stock Option Committee" or
                     "Committee" means the committee or committees appointed by
                     the Board as described under Article 6 or, if no committee
                     has been appointed, the Board of Directors.

        Section 2.18 Subsidiary. "Subsidiary" means, with respect to any
                     corporation, a present or future "subsidiary corporation"
                     of that corporation within the meaning of Code section
                     424(f).

        Section 2.19 Ten Percent Holder. "10% Shareholder" means a person
                     who owns, directly or indirectly, stock possessing more
                     than 10% of the total combined voting power of all classes
                     of stock of the Company or any Parent or Subsidiary of the
                     Company. Indirect ownership of stock shall be determined in
                     accordance with Code section 424(d).



                                         Page -3-

<PAGE>   7


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

                                    ARTICLE 3

                            GENERAL TERMS OF THE PLAN

        Section 3.1 Incentive and Nonstatutory Stock Options. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

        Section 3.2 Stock. Subject to Section 8.3 of the Plan, there shall be
reserved for issuance under the Plan an aggregate of Five Hundred Thousand
(500,000) shares of Company Stock, which shall be authorized, but unissued
shares, including shares of the Company Stock that have been reacquired by the
Company. Shares allocable to Options or portions thereof granted under the Plan
that expire or otherwise terminate unexercised shall again be available for an
Award under the Plan.

       Section 3.3  Eligibility.

             3.3.1  Any employee of the Company (or Parent or Subsidiary of the
                    Company) who, in the judgment of the Committee has
                    contributed or can be expected to contribute to the profits
                    or growth of the Company (or Parent or Subsidiary) shall be
                    eligible to receive Incentive Stock Options under the Plan.
                    Directors of the Company who are employees and are not
                    members of the Committee are eligible to participate in the
                    Plan. The Committee shall have the power and complete
                    discretion, as provided in Article 6, to select eligible
                    employees to receive Awards and to determine for each
                    employee the terms and conditions, the nature of the award
                    and the number of shares to be allocated to each employee as
                    part of each Award.

             3.3.2  Any employee of the Company (or Parent or Subsidiary of the
                    Company), or any director, advisor, consultant,
                    institutional lender or investor of the Company or any
                    Parent or Subsidiary, whether or not an employee of the
                    Company or any Parent or Subsidiary, who, in the judgment of
                    the Committee has contributed or can be expected to
                    contribute to the profits or growth of the Company (or
                    Parent or Subsidiary) shall be eligible to receive
                    Nonstatutory Stock Options under the Plan. The Committee
                    shall have the power and complete discretion, as provided in
                    Article 6, to select participants to receive Awards and to
                    determine for each Participant the terms and conditions, the
                    nature of the award and the number of shares to be allocated
                    to each Participant as part of each Award.

             3.3.3  The grant of an Award shall not obligate the Company or any
                    Parent or Subsidiary of the Company to pay an employee any
                    particular amount of remuneration, to continue the
                    employment of the employee after the grant or to make
                    further grants to the employee at any time thereafter.

                                    ARTICLE 4

                       GRANT AND EXERCISE OF STOCK OPTIONS

        Section 4.1 Stock Option Grants. Whenever the Committee deems it
appropriate to grant Options, notice shall be given to the eligible Participant
stating the number of shares for which Options are granted, the Option price per
share, whether the Options are Incentive Stock Options or Nonstatutory



                                    Page -4-

<PAGE>   8
                                    Capital Bancorp, Inc. 2001 Stock Option Plan

Stock Options, and the conditions to which the grant and exercise of the Options
are subject. This, notice, when duly accepted in writing by the Participant,
shall become a stock option agreement between the Company and the Participant.

        Section 4.2 Exercise Price. The exercise price of shares of Company
Stock covered by an Incentive Stock Option shall be not less than 100% of the
Fair Market Value of such shares on the Date of Grant. If the Participant is a
10% Shareholder and the Option is an Incentive Stock Option, the exercise price
shall be not less than 110% of the Fair Market Value of such shares on the Date
of Grant. The exercise price of Company Stock covered by a Nonstatutory Option
shall be set by the Board of Directors on the Date of Grant.

        Section 4.3 Full and Partial Exercise. Options may be exercised in whole
or in part at such times as may be specified by the Committee in the
Participant's stock option agreement; provided that the exercise provisions for
Incentive Stock Options shall in all events not be more liberal than the
following provisions:

             4.3.1  No Incentive Stock Option may be exercised after the first
                    to occur of (x) ten years (or, in the case of an Incentive
                    Stock Option granted to a 10% Shareholder, five years) from
                    the Date of Grant, (y) three months from the employee's
                    retirement or termination of employment with the Company and
                    its Parent and Subsidiary corporations for reasons other
                    than Disability or death, or (z) one year from the
                    employee's termination of employment on account of
                    Disability or death.

             4.3.2  Except as otherwise provided in this paragraph, no Incentive
                    Stock Option may be exercised unless the employee is
                    employed by the Company or a Parent or Subsidiary of the
                    Company at the time of the exercise (or was so employed not
                    more than three months before the time of the exercise) and
                    has been employed by the Company or a Parent or Subsidiary
                    of the Company at all times since the Date of Grant. If an
                    employee's employment is terminated other than by reason of
                    his Disability or death at a time when the employee holds an
                    Incentive Stock Option that is exercisable (in whole or in
                    part), the employee may exercise any or all of the
                    exercisable portion of the Incentive Stock Option (to the
                    extent exercisable on the date of termination) within three
                    months after the employee's termination of employment. If an
                    employee's employment is terminated by reason of his
                    Disability at a time when the employee holds an Incentive
                    Stock Option that is exercisable (in whole or in part), the
                    employee may exercise any or all of the exercisable portion
                    of the Incentive Stock Option (to the extent exercisable on
                    the date of Disability) within one year after the employee's
                    termination of employment. If an employee's employment is
                    terminated by reason of his death at a time when the
                    employee holds an Incentive Stock Option that is exercisable
                    (in whole or in part), the Incentive Stock Option may be
                    exercised (to the extent exercisable on the date of death)
                    within one year after the employee's death by the person to
                    whom the employee's rights under the Incentive Stock Option
                    shall have passed by will or by the laws of descent and
                    distribution.

             4.3.3  An Incentive Stock Option by its terms, shall be exercisable
                    in any calendar year only to the extent that the aggregate
                    Fair Market Value (determined at the Date of Grant) of the
                    Company Stock with respect to which incentive stock options
                    are exercisable for the first time during the calendar year
                    does not exceed $100,000



                                    Page -5-

<PAGE>   9


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

                    (the "Limitation Amount"). Incentive Stock Options
                    granted under the Plan and similar incentive options
                    granted under all other plans of the Company and any
                    Parent or Subsidiary of the Company shall be aggregated
                    for purposes of determining whether the Limitation Amount
                    has been exceeded. The Board may impose such conditions
                    as it deems appropriate on an Incentive Stock Option to
                    ensure that the foregoing requirement is met. If
                    Incentive Stock Options that first become exercisable in
                    a calendar year exceed the Limitation Amount, the excess
                    Options will be treated as Nonstatutory Stock Options to
                    the extent permitted by law.

        Section 4.4 Vesting and Exercise on Change in Control. The Committee
may, in its discretion, grant Options which by their terms become fully
exercisable upon a Change of Control, notwithstanding other conditions on
exercisability in the stock option agreement. Unless otherwise specified by the
terms of a specific grant, all Options granted under the Plan shall vest
immediately upon the consummation of a Change in Control and shall be deemed to
have vested upon the first execution of any agreement pursuant to which a Change
in Control shall have occurred, notwithstanding the subsequent amendment,
restatement, modification or other change in such agreement; provided that,
exercise of Options deemed vested solely by virtue of any Change in Control
shall not be permitted unless and until such Change in Control shall have been
consummated.

                                   ARTICLE 5

                               METHOD OF EXERCISE

        Section 5.1 Method of Exercise of Options. Options may be exercised by
the Participant giving written notice of the exercise to the Company, stating
the number of shares the Participant has elected to purchase under the Option.
In the case of the purchase of shares under an Option, such notice shall be
effective only if accompanied by the exercise price in full in cash; provided
that if the terms of an Option so permit, the Participant (i) may deliver, or
cause to be withheld from the Option Shares, shares of Company Stock (valued at
their Fair Market Value on the date of exercise) in satisfaction of all or any
part of the exercise price, or (ii) if permitted by law and by the Committee, on
terms and conditions specified by the Committee from time to time as to any
Participant(s), individually or as a group, deliver an interest bearing
promissory note, payable to the Company, in payment of all or part of the
exercise price, with such payment terms (including down payment, if any) and
maturity date, together with such collateral as may be required by the Committee
at the time of exercise. The interest rate under any such promissory note shall
be equal to the minimum interest rate required at the time to avoid imputed
interest to the Participant under the Code.

        Section 5.2 Restrictions, Taxes, and Other Limitations. The Company may
place on any certificate representing Company Stock issued upon the exercise of
an Option any legend deemed desirable by the Company's counsel to comply with
Federal or state securities laws, and the Company may require of the Participant
a customary written indication of his investment intent. Until the Participant
has made any required payment, including any applicable withholding taxes, and
has had issued to him a certificate for the shares of Company Stock acquired, he
shall possess no shareholder rights with respect to the shares.

        As an alternative to making a cash payment to the Company to satisfy a
Participant's tax withholding obligations, if the Option agreement so provides,
the Participant may, subject to the other provisions set forth in this Plan,
elect to (i) deliver shares of already owned Company Stock or (ii) have the
Company retain that number of shares of Company Stock that would satisfy
applicable Federal, state



                                    Page -6-

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                                    Capital Bancorp, Inc. 2001 Stock Option Plan

and local tax liabilities required to be withheld by the Company from the
Participant arising in the year of its exercise upon the exercise of a
Nonstatutory Stock Option. The Committee shall have sole discretion to approve
or disapprove any such election.

                                    ARTICLE 6

                           ADMINISTRATION OF THE PLAN

        Section 6.1 Administration of the Plan. The Plan shall be administered
by the Committee consisting of not less than two directors of the Company, who
shall be appointed by the Board. In the event the Company becomes a Public
Company, then the Committee shall be so constituted as to permit the plan to
comply with Rule 16b-3 (as promulgated under the Exchange Act). The Committee
shall have general authority to impose any limitation or condition upon an Award
the Committee deems appropriate to achieve the objectives of the Award and the
Plan and, in addition, and without limitation and in addition to powers set
forth elsewhere in the Plan, shall have the following specific authority:

        Section 6.2 Committee Authority and Discretion. The Committee shall have
the power and complete discretion to determine (i) which eligible participants
shall receive an Award, (ii) the number of shares of Company Stock to be covered
by each Award, (iii) whether Options shall be Incentive Stock Options or
Nonstatutory Stock Options, (iv) the fair market value of Company Stock, (v) the
time or times when an Award shall be granted, (vi) whether an Award shall become
vested over a period of time and when it shall be fully vested, (vii) when
options may be exercised, (viii) whether a Disability exists, (ix) the manner in
which payment will be made upon the exercise of Options, (x) conditions relating
to the length of time before disposition of Company Stock received upon the
exercise of Options is permitted, (xi) whether to approve a Participant's
election (x) to deliver shares of already owned Company Stock to satisfy tax
liabilities arising upon the exercise of a Nonstatutory Stock Option or (y) to
have the Company withhold from the shares to be issued upon the exercise of a
Nonstatutory Stock Option that number of shares necessary to satisfy tax
liabilities arising from such exercise, (xii) notice provisions relating to the
sale of Company Stock acquired under the Plan, and (xiii) any additional
requirements relating to Awards that the Committee deems appropriate.
Notwithstanding the foregoing, no "tandem stock options" (where two stock
options are issued together and the exercise of one option affects the right to
exercise the other option) may be issued in connection with Incentive Stock
Options. The Committee shall also have the power to amend the terms of
previously granted Awards so long as the terms as amended are consistent with
the terms of the Plan and provided that the consent of the Participant is
obtained with respect to any amendment that would be detrimental to him.

        Section 6.3 Administrative Discretion, Etc. Administrative discretion
regarding the selection of any director of the Corporation to whom options may
be granted pursuant to this Plan, or the determination of the number of shares
of Common Stock which may be allocated under such options, will be exercised by
a Committee of two or more directors having full authority to act in the matter,
all of whom must be, if the Corporation is a Public Company (that is, a company
any of the shares of which are registered under the Exchange Act), Disinterested
(as that term is defined in Rule 16b-3). Administrative discretion regarding the
selection of any officer of the Corporation (who is not a director) to whom
options may be granted pursuant to this Plan once the Corporation becomes a
Public Company, or the determination of the number of shares of Common Stock
which may be allocated under such options, will be exercised by (a) the Board of
Directors, if each of its members is Disinterested, or (b) a committee of two or
more directors, all of whom are Disinterested.



                                    Page -7-

<PAGE>   11


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

        Section 6.4 Committee Rules; Binding Determination. The Committee may
adopt rules and regulations for carrying out the Plan. The interpretation and
construction of any provision of the Plan by the Committee shall be final and
conclusive. The Committee may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

        Section 6.5 Actions by the Committee. A majority of the members of the
Committee shall constitute a quorum, and all actions of the Committee shall be
taken by a majority of the members present. Any action may be taken by a written
instrument signed by all of the members, and any action so taken shall be fully
effective as if it had been taken at a meeting.

                                    ARTICLE 7

                                 TRANSFERABILITY

        Incentive Stock Options by their terms, shall not be transferable or
assignable by the Participant except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's lifetime, only
by the Participant or by his guardian or legal representative. Nonstatutory
Stock Options by their terms, shall not be transferable or assignable by the
Participant except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code, Title I
of the Employee Retirement Income Security Act, or the rules thereunder, and
shall be exercisable, during the Participant's lifetime, only by the Participant
or by his guardian or legal representative.

                                   ARTICLE 8

          EFFECTIVE DATE OF THE PLAN, TERMINATION, AND RELATED MATTERS

        Section 8.1 Effective Date. This Plan shall be effective as provided in
Article 9 hereof.

        Section 8.2 Termination, Modification, Change. If not sooner terminated
by the Board, this Plan shall terminate at the close of business on March 4,
2011. No Awards shall be made under the Plan after its termination. The Board
may terminate the Plan or may amend the Plan in such respects as it shall deem
advisable; provided, that in the event the Company registers its stock under
Section 12 of the Exchange Act and thereby becomes a "Public Company," no change
shall be made that would result in the Plan no longer being in compliance with
Rule 16b-3, as such rule may be amended from time to time, or with any successor
of the rule or other comparable regulatory requirement. The company will use its
best efforts to maintain the Plan and to assure that options are granted and
exercised under the Plan in accordance with Rule 16b-3, including, without
limitation, the seeking of any appropriate modifications or amendments to the
Plan and all requisite approvals and consents of the same. No changes to the
Plan shall be made which increases the total number of shares of Company Stock
reserved for issuance pursuant to Awards granted under the Plan (except pursuant
to Section 8.3), expands the class of persons eligible to receive Awards, or
materially increases the benefits accruing to Participants under the Plan,
unless such change is authorized by the shareholders of the Company. A
termination or amendment of the Plan shall not, without the consent of the
Participant, detrimentally affect a Participant's rights under an Award
previously granted to him.

        Section 8.3 Change in Capital Structure.

             8.3.1. In the event of a stock dividend, stock split or combination
                    of shares, recapitalization or merger in which the Company
                    is the surviving corporation or



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<PAGE>   12


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

                    other change in the Company's capital stock (including,
                    but not limited to, the creation or issuance to
                    shareholders generally of rights, options or warrants
                    for the purchase of Common Stock or preferred stock of
                    the Company), the number and kind of shares of stock or
                    securities of the Company to be subject to the Plan and
                    to Options then outstanding or to be granted thereunder,
                    the maximum number of shares or securities which may be
                    delivered under the Plan, the exercise price and other
                    relevant provisions shall be appropriately adjusted by
                    the Committee, whose determination shall be binding on
                    all persons. If the adjustment would produce fractional
                    shares with respect to any unexercised Option, the
                    committee may adjust appropriately the number of shares
                    covered by the Option so as to eliminate the fractional
                    shares.

             8.3.2  If the Company is a party to a consolidation or a merger in
                    which the Company is not the surviving corporation, a
                    transaction that results in the acquisition of substantially
                    all of the Company's outstanding stock by a single person or
                    entity, or a sale or transfer of substantially all of the
                    Company's assets, the Committee may take such actions with
                    respect to outstanding Awards as the Committee deems
                    appropriate.

             8.3.3  Notwithstanding anything in the Plan to the contrary, the
                    Committee may take the foregoing actions without the consent
                    of any Participant, and the Committee's determination shall
                    be conclusive and binding on all persons for all purposes.

                                    ARTICLE 9

                           EFFECTIVE DATE OF THE PLAN

        This Plan shall be effective on March 5, 2001. Until (i) the Plan has
been approved by the Company's shareholders, and (ii) the requirements of any
applicable securities laws have been met, no Option shall be exercisable. Until
the foregoing conditions are met, the Company may revoke any Option granted
and/or terminate the Plan.

                                   ARTICLE 10

                    GENERAL TERMS AND PROVISIONS OF THE PLAN

        Section 10.1 Notice. All notices and other communications required or
permitted to be given under this Plan shall be in writing and shall be deemed to
have been duly given if delivered personally or mailed first class, postage
prepaid, as follows (a) if to the Company, at its principal business address to
the attention of the Treasurer; (b) if to any Participant, at the last address
of the Participant reflected in the Company's records at the time the notice or
other communication is sent.

        Section 10.2 Interpretation. The terms of this Plan are subject to all
present and future regulations and rulings of the Secretary of the Treasury or
his delegate relating to the qualification of Incentive Stock Options under the
Code. If any provision of the Plan conflicts with any such regulation or ruling,
then that provision of the Plan shall be, to the extent practicable, deemed
amended to the extent



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<PAGE>   13


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

required to comply with such regulations and rulings or, if it is impracticable
or unlawful so to construe the provision, deemed to be void and of no effect.

        Section 10.3 Shareholder Rights. No Participant shall have any rights as
a shareholder of the Company as a result of the grant of an Option under this
Plan or his or her exercise or surrender of such Option pending the actual
delivery of the Stock subject to such Option to such Participant. Subject to the
other terms of the Plan, a Participant's rights as a shareholder in the shares
of Stock underlying a Restricted Stock grant which is effective shall be set
forth in the related Restricted Stock Agreement.

        Section 10.4 No Contract of Employment. The grant of an Option or
Restricted Stock to a Participant under this Plan shall not constitute a
contract of employment and shall not confer on a Participant any rights upon his
or her termination of employment in addition to those rights, if any, expressly
set forth in the Option Agreement which evidences his or her Option or the
Restricted Stock Agreement related to his or her Restricted Stock.

        Section 10.5 Withholding. The exercise or surrender of any Option
granted under this Plan and the acceptance of a Restricted Stock grant shall
constitute a Participant's full and complete consent to whatever action the
Committee deems necessary to satisfy the federal and state tax withholding
requirements, if any, which the Committee in its discretion deems applicable to
such exercise or surrender or such Restricted Stock. The Committee also shall
have the right to provide in an Option Agreement or Restricted Stock Agreement
that a Participant may elect to satisfy federal and state tax withholding
requirements through a reduction in the number of shares of Stock actually
transferred to him or to her under this Plan, and any such election and any such
reduction shall be effected so as to satisfy the conditions to the exemption
under Rule 16b-3.

        Section 10.6 Construction. This Plan shall be construed under the laws
of the State of Tennessee.

                                   ARTICLE 11

                              SHAREHOLDER APPROVAL

        The Plan is subject to approval by the shareholders of the Company at
the Organizational Meeting of Shareholders to be held on March 5, 2001. If the
Plan, as herein amended, is not so approved by the shareholders, the Plan shall
be deemed suspended until such time as the Shareholders approve the Plan, to be
effective on and as of the date of such approval.



                     <Signature appears on following page.>







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<PAGE>   14


                                    Capital Bancorp, Inc. 2001 Stock Option Plan

        IN WITNESS WHEREOF, Capital Bancorp, Inc. has caused its duly authorized
officer to execute this Plan on March 5, 2001, to evidence its adoption of this
Plan.


                                      CAPITAL BANCORP, INC.



                                      By: R. Rick Hart
                                          --------------------------------------
                                          R. Rick Hart, Chairperson

Date Plan Adopted by Board of Directors:  March 5, 2001.

Date Plan Approved by Stockholders:  March 5, 2001.











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