ex10_04.htm


    Exhibit 10.04

      
        
          

        

      

       

      CAPITAL
BANK CORPORATION

      DEFERRED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS

      (As
Amended and Restated Effective November 20, 2008)

      


      ARTICLE
I

      DEFINITIONS

      


      1.1           “Account”
means the memorandum account for each Participant detailing the Stock Units
credited to the Participant.

      


      1.2           “Beneficiary”
means the person or persons, including estates and trusts, entitled to receive
any benefits under this Plan which become payable as a result of a Participant’s
death.

      


      1.3           “Board”
means the Corporation’s Board of Directors, unless otherwise
indicated.

      


      1.4           “Committee”
means the Compensation / Human Resources Committee of the Board of Directors of
the Corporation.

      


      1.5           “Common
Stock” means the common stock of the Corporation.

      


      1.6           “Compensation”
means each Participant’s compensation paid by the Corporation or a Subsidiary
for services as a Director, including retainer payments and amounts paid for
attendance at the Corporation’s or a Subsidiary’s Board and Board committee
meetings.

      


      1.7           “Corporation”
means Capital Bank Corporation, a North Carolina corporation.

      


      1.8           “Deferral
Date” means January 1, 1998 and January 1 (or the first business day thereafter
if January 1 is not a business day) of each calendar year
thereafter.

      


      1.9           “Director”
means a member of the Corporation’s or a Subsidiary’s Board of
Directors.

      


      1.10           “Disability”
means any physical or mental impairment which constitutes a “disability” as such
term is used in Section 409A and defined in Treas. Reg. §
1.409A-3(i)(4).

      


      1.11           “Participant”
means an eligible Director who participates in the Plan pursuant to Article
III.

      


      1.12           “Plan”
means this Deferred Compensation Plan for Outside Directors.

      


      1.13           “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and applicable regulations and other guidance thereunder.

      


      1.14           “Separation
from Service” means a Participant’s complete retirement or Separation from
Service with the Corporation within the meaning of Code Section 409A(a)(2)(A)(i)
and applicable regulations and other guidance thereunder.

      


      1.15           “Stock
Units” means the amounts credited to the Account of a Participant as described
in Section 3.2.

      


      1.16           “Subsidiary”
means a wholly owned subsidiary of the Corporation.

       

      
        ARTICLE
II

      

      ELIGIBILITY

      


      Any
individual who is a member of the Corporation’s Board or a Subsidiary’s Board of
Directors and who is not also an employee of the Corporation or a Subsidiary is
eligible to participate in the Plan.


      
        
           


        

        
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      ARTICLE
III

      DEFERRAL
OF COMPENSATION

      


      3.1           Deferral Election.
The individuals described in Article II shall be eligible to participate in the
Plan and may do so by filing a written deferral election with the Corporation in
the form attached (or such other form as may be adopted or approved by the
Corporation from time to time). Deferral elections shall state the amount of
Compensation to be deferred and credited to the Participant’s Account as Stock
Units. Except as otherwise specifically provided herein, an election to defer
Compensation under the Plan must be made before the beginning of the calendar
year for which the Compensation is payable and, once made, shall be irrevocable
during such calendar year. In the first year in which a Director joins the Board
and becomes eligible to participate in the Plan, the new Director may make a
deferral election with respect to Compensation to be earned subsequent to the
deferral election but during the remaining calendar year provided the deferral
election is submitted to the Corporation within thirty (30) days of the date the
Director first becomes eligible to participate in the Plan.

      


      Any
election made pursuant to this Section shall remain in effect for all subsequent
calendar years unless the Participant amends or revokes the election by
delivering a revised written deferral election to the Corporation by December 31
of the calendar year preceding the calendar year to which the revised deferral
election applies.

      


      With
respect to amounts deferred for years beginning on or after January 1, 2005, any
election made pursuant to this Section may also designate a specific date or
dates for a Participant to receive a specified portion of such amount then
credited to his or her Account in the form of Stock Units. Payments of such
amounts on the specified date(s) will be subject to the payment provisions of
Article IV. No amounts deferred for years beginning prior to January 1, 2005 may
be paid on a date specified pursuant to an election described in this
paragraph.

      


      3.2           Crediting of
Account.

      


      (a)           The
amount of Compensation that is deferred by a Participant under the Plan will be
credited to his or her Account in the form of a Stock Unit on the date such
Compensation would otherwise have been paid to the Participant in cash. Each
whole Stock Unit shall be deemed to be equivalent to one share of Common Stock.
The number of Stock Units to be credited to a Participant’s Account shall be the
number of whole and fractional shares of Common Stock determined by dividing
125% of the total Compensation amount deferred to the Participant’s Account
pursuant to this Section 3.2(a) by the closing price of the Common Stock on the
last trading day immediately preceding the date the Compensation would otherwise
have been paid to the Participant.

      


      (b)           On
any date the Corporation pays a cash dividend or distribution with respect to
its outstanding shares of the Common Stock, each Participant’s Account will be
credited with additional Stock Units in an amount equal to (x) 125% of the
product of (i) the total number of Stock Units then credited to the
Participant’s Account multiplied by (ii) the per share cash dividend or
distribution amount paid to Common Stockholders divided by (y) the closing price
of the Common Stock on the last trading day immediately preceding the date on
which the dividend or distribution was paid.

      


      ARTICLE
IV

      PAYMENT
OF BENEFITS

      


      4.1           Right to
Benefits.

      


      (a)           Subject
to the provisions of Article VI, a Participant (or his or her Beneficiary in the
case of the Participant’s death) shall be entitled to payment of benefits
hereunder upon the first to occur of the Participant’s death, Disability,
complete retirement or other Separation from Service as a Director or, with
respect to amounts deferred for years beginning on or after January 1, 2005, the
specified date(s) the Participant has elected to receive a distribution pursuant
to Section 3.1. A Participant who ceases to be a Director but who continues his
or her service as a member of an advisory board of directors of the Corporation
or a subsidiary shall not automatically be deemed to have “retired” or separated
from the Corporation for purposes of the Plan unless such change constitutes a
Separation from Service under Section 409A.

      

        
          
             


          

          
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      (b)           No
date specified by a Participant to receive a distribution pursuant to Section
3.1 may be accelerated. A Participant may elect to postpone a specified payment
date provided such postponement satisfies Section 409A or other applicable law.
Under current law, any election to postpone a specified payment date (i) may not
take effect until at least 12 months after the date such election is made, (ii)
may not be for less than 5 years after the original specified payment date and
(iii) must be made no later than 12 months prior to the first payment date
originally specified.

      


      (c)           Notwithstanding
any provision of this Plan to the contrary, in accordance with the transition
guidance provided under Section 409A of the Code, each Participant in the Plan
as of January 1, 2005 shall have the right to make a one-time irrevocable
election to terminate his or her participation in the Plan or cancel all or a
portion of his or her prior deferral elections pursuant to the Plan. In order to
effect such termination or cancellation, the Participant must file a written
election with the Corporation no later than June 15, 2005. In the event of such
election, all deferral amounts subject to such termination or cancellation
election will be paid out to the Participant in accordance with this Article
IV.

      


      4.2           Payment of Stock
Units. Benefits represented by Stock Units shall be paid by the
Corporation by issuing authorized and unissued shares of the Corporation’s
Common Stock equal to the total number of applicable Stock Units in the
Participant’s Account, rounded up to the next whole share. All such
distributions shall be made to the Participant on the specified date in the case
of a fixed distribution date election or as soon as administratively practicable
but in no event later than ninety (90) days following the date the Participant
became eligible to receive benefits in the case of a Participant’s Separation
from Service, death, or Disability.

      


      4.3           Required Six-Month Delay
Applicable To Certain Participants. Notwithstanding Section 4.2 above or
any other provisions of the Plan to the contrary, in the event a Participant is
a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and
the Participant’s benefit under this Plan (or any portion thereof) becomes
payable on account of his or her Separation from Service, distributions shall
not be made before the date which is six (6) months following the Participant’s
Separation from Service.

      


      ARTICLE
V

      BENEFICIARIES

      


      5.1           Designation of
Beneficiary. A Participant may designate a Beneficiary to receive
benefits under the Plan upon the Participant’s death by filing a written
designation with the Corporation in the form attached or other form approved by
the Corporation. If more than one Beneficiary is named, the share and precedence
of each Beneficiary shall be indicated. A Participant shall have the right to
change the Beneficiary by submitting a revised written designation to the
Corporation but no such change shall be effective until such change is received
and formally acknowledged by the Corporation.

      


      If no
Beneficiary is named pursuant to this Section 5.1, the Participant’s Beneficiary
will be the Participant’s spouse, if any, or the Participant’s estate, if the
Participant has no spouse at the time of the Participant’s death.

      


      5.2           Payment to
Beneficiary. Benefits to be paid to a Beneficiary under the Plan shall be
paid as soon as administratively practicable following the Participant’s death
but in no event more than ninety (90) days following the Participant’s death
unless otherwise provided herein. Notwithstanding the foregoing, in the event
the Corporation has any doubt or a bona fide dispute or concern exists as to the
proper Beneficiary to receive payments under the Plan, the Corporation shall
have the right to withhold those payments until the matter is finally determined
to the satisfaction of the Corporation. Any payment made by the Corporation in
good faith and in accordance with this Plan shall fully discharge the
Corporation from all further obligations with respect to such
payment.

      


      In making
any payment to or for the benefit of any minor or incompetent Beneficiary, the
Board, in its sole and absolute discretion, may make a distribution to a legal
or natural guardian or other relative of a minor or a court appointed committee
of such incompetent. The Board may also, in its sole and absolute discretion,
make a payment to any adult with whom the minor or incompetent temporarily or
permanently resides. The receipt by a guardian, committee, relative or other
person shall be a complete discharge to the Corporation and each Subsidiary.
Neither the Board nor the Corporation nor any Subsidiary shall have any
responsibility to see to the proper application of any payments so
made.


      
        
           


        

        
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      ARTICLE
VI

      RECAPITALIZATION;
CHANGE IN CONTROL

      


      6.1           Recapitalization or Stock
Dividend. The number of Stock Units credited to a Participant’s Account
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock of the Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Common Stock) or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Corporation.

      


      6.2           Change in
Control.

       

      
        (a)           
In the event of a “Change in Control” as such term is defined below, all amounts
deferred pursuant to this Plan will be payable in full in accordance with
Article IV above upon the consummation of such event or transaction constituting
a Change in Control.

         

      

      (b)           For
purposes of this Plan, the term “Change in Control” shall mean any of the
following:

      


      (i)           Any
“person” (as such term is used in Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Act”) acquiring “beneficial ownership”)
(as such term is used in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation, the parent holding company of Capital Bank (the
“Bank”), representing more than fifty percent (50%) of the total fair market
value or total voting power of the Corporation’s then outstanding voting
securities (the “Voting Power”), but excluding for this purpose an acquisition
by the Corporation or by an employee benefit plan (or related trust) of the
Corporation.

      


      (ii)           The
shareholders of the Corporation approve a reorganization, share exchange, merger
or consolidation related to the Corporation or the Bank following which the
owners of the Voting Power of the Corporation immediately prior to the closing
of such transaction do not beneficially own, directly or indirectly, more than
fifty percent (50%) of the Voting Power of the Bank.

      


      (iii)           A
majority of the Corporation’s Board is replaced during any 12-month period by
Directors whose appointment or election is not endorsed by a majority of the
members of the Corporation’s Board prior to the date of such appointment or
election.

      


      (iv)           The
shareholders of the Corporation approve a complete liquidation or dissolution of
the Corporation, or a sale or other disposition of all or substantially all of
the assets of the Corporation.

      


      In no
event, however, will a “Change in Control” include a transaction, or series of
transactions, whereby the Corporation or the Bank becomes a subsidiary of a
holding company if the shareholders of the holding company are substantially the
same as the shareholders of the Corporation prior to such transaction or series
of transactions or include any transaction which fails to qualify as a “change
in the ownership or effective control of the Corporation” or a “change in the
ownership of a substantial portion of the assets of the Corporation” as such
terms are defined in Treas. Reg. 1.409A-3(i)(5).

      


      6.3           Administration by
Board. To the extent that the adjustments relate to Common Stock or
securities of the Corporation, the adjustments described in this Article VI
shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive.

      


      ARTICLE
VII

      NATURE OF
THE CORPORATION’S OBLIGATION

      


      The
Corporation’s obligation under this Plan shall be an unfunded and unsecured
promise to pay benefits in the form of Common Stock. The Corporation shall not
be obligated under any circumstances to fund its financial obligations under
this Plan. The Plan at all times shall be entirely unfunded both for tax
purposes and for purposes of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”). The Corporation may, however, in its sole discretion
at any time make provision for segregating assets of the Corporation for payment
of any benefits hereunder by establishing a trust to hold such
assets.

      

        
          
             


          

          
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      All
assets which the Corporation may acquire to help cover its financial
liabilities, whether or not held in trust, are and remain general assets of the
Corporation subject to the claims of its creditors. The Corporation does not
give, and the Plan does not give, any beneficial ownership interest in any asset
of the Corporation to a Participant or his or her Beneficiary. All rights of
ownership in any assets are and remain in the Corporation.

      


      The
Corporation’s liability for payment of benefits hereunder shall be determined
only under the provisions of this Plan as it may be amended from time to
time.

      


      ARTICLE
VIII

      CLAIM AND
APPEAL PROCEDURES

      


      8.1           Claims Reviewer. For
purposes of handling claims with respect to this Plan, the “Claims Reviewer”
shall be the Corporation unless another person or organizational unit is
designated by the Corporation as Claims Reviewer.

      


      8.2           Review of Claims.
Benefits to be provided under the Plan will normally be automatically paid to
Participants (or Beneficiaries) pursuant to Article IV of the Plan. If a
Participant or Beneficiary believes that he or she is entitled to Plan benefits
which are not being properly paid or believes that benefits are not being
properly accrued on his or her behalf, the Participant or Beneficiary (herein
the “claimant”) may file a claim for benefits with the Corporation in accordance
with this Article VIII.

      


      An
initial claim for benefits under the Plan must be made by the Participant (or
his or her Beneficiary) in writing. Not later than 45 days after receipt of such
a claim, the Claims Reviewer will render a written decision on the claim to the
claimant, unless special circumstances require the extension of such 45-day
period. If such extension is necessary, the Claims Reviewer shall provide the
Participant or the Beneficiary with written notification of such extension
before the expiration of the initial 45-day period. Such notice shall specify
the reason or reasons for such extension and the date by which a final decision
can be expected. In no event shall such initial extension exceed a period of 30
days from the end of the initial 45-day period. If, prior to the end of the
first 30-day extension period the Claims Reviewer determines that, due to
matters beyond its control, a decision cannot be rendered within that extension
period, the period for making the determination may be extended for up to an
additional 30 days, provided that the Claims Reviewer notifies the claimant of
such extension prior to the expiration of the first 30-day extension period. If
the Claims Reviewer needs additional information from the claimant, the claimant
shall have at least 45 days to provide the specified information, and the
deadline for the Claims Reviewer to respond to the claim will be tolled until
the claimant provides the information.

      


      In the
event the Claims Reviewer denies the claim of a Participant or the Beneficiary
in whole or in part, the Claims Reviewer’s written notification shall specify,
in a manner calculated to be understood by the claimant, the reason for the
denial; a copy of the Plan or other document, guideline protocol or similar
criterion that is the basis for the denial; a description of any additional
material or information necessary for the claimant to perfect the claim; an
explanation as to why such information or material is necessary; and an
explanation of the applicable claims procedure.

      


      Should
the claim be denied in whole or in part and should the claimant be dissatisfied
with the Claims Reviewer’s disposition of the claimant’s claim, the claimant may
have a full and fair review of the claim by the Corporation upon written request
therefor submitted by the claimant or the claimant’s duly authorized
representative and received by the Corporation within 180 days after the
claimant receives written notification that the claimant’s claim has been
denied. In connection with such review, the claimant or the claimant’s duly
authorized representative shall be entitled to review pertinent documents and
submit the claimant’s views as to the issues, in writing. The Corporation shall
act to deny or accept the claim within 45 days after receipt of the claimant’s
written request for review unless special circumstances require the extension of
such 45-day period. If such extension is necessary, the Corporation shall
provide the claimant with written notification of such extension before the
expiration of such initial 45-day period. In all events, the Corporation shall
act to deny or accept the claim within 90 days of the receipt of the claimant’s
written request for review. In the event the claim involves a Disability
determination under the Plan, the review shall be conducted by a person who was
neither the individual who made the initial determination nor a subordinate of
that person. The action of the Corporation shall be in the form of a written
notice to the claimant and its contents shall include all of the requirements
for action on the original claim.


      
        
           


        

        
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      In no
event may a claimant commence legal action for benefits the claimant believes
are due the claimant until the claimant has exhausted all of the remedies and
procedures afforded the claimant by this Article VIII.

      


      ARTICLE
IX

      RIGHTS TO
ASSETS

      


      9.1           Unsecured General Creditor
Status. The rights of a Participant, Beneficiary or any other person
claiming through the Participant or Beneficiary shall be solely those of an
unsecured general creditor of the Corporation. Such persons shall have the right
to receive payments specified under this Plan only from the Corporation or from
any trust established in connection with the Plan and have no right to look to
any specific or special property separate from the Corporation to satisfy a
claim for benefits.

      


      9.2           No Right to Specific
Assets. A Participant, Beneficiary, or any other person claiming through
the Participant or Beneficiary shall have no right, claim, security interests,
or any beneficial ownership interest whatsoever in any general asset that the
Corporation may acquire or use to help support its financial obligations under
this Plan. Any asset used or acquired by the Corporation in connection with the
liabilities it has assumed under this Plan shall not be deemed to be held under
a funded trust for the benefit of the Participant or his Beneficiary, and no
general asset shall be considered security for the performance of the
obligations of the Corporation. Any such asset shall remain a general unpledged
and unrestricted asset of the Corporation. Notwithstanding the above, a
Participant or Beneficiary may assert his or her rights under the Plan against a
nonqualified trust established by the Corporation in connection with the Plan,
subject to the terms of such trust.

      


      A
Participant’s participation in the acquisition of any asset of the Corporation
shall not constitute a representation to the Participant, Beneficiary or any
person claiming through the Participant or Beneficiary that any of them has a
special or beneficial interest in any asset.

      


      ARTICLE
X

      ADMINISTRATION

      


      The Plan
shall be administered by the Board of Directors of the Corporation or, if
designated by the Board, the Committee, which shall have the authority, duty and
power to interpret and construe the provisions of the Plan as the Board or
Committee deems appropriate including the authority to determine eligibility for
benefits under the Plan. The Board or Committee shall have the duty and
responsibility of maintaining records, making the requisite calculations and
disbursing the payments hereunder. The interpretations, determinations, and
calculations of the Board or Committee shall be final and binding on all persons
and parties concerned.

      


      The
Corporation intends that all benefits to be provided to Participants and
Beneficiaries under this Plan shall not be included in income for federal, state
or local income tax purposes until the benefits are actually paid or delivered
to such Participant or Beneficiary. Accordingly, this Plan shall be interpreted
and administered consistently with the requirements of Section 409A, as amended
from time to time, and current and future guidance provided thereunder.
Notwithstanding the foregoing, the Corporation does not represent or guarantee
to any Participant or Beneficiary that any particular federal or state income or
other tax treatment will result from the Participant’s participation in this
Plan. The Participant or Beneficiary is solely responsible for the proper tax
reporting and timely payment of any income taxes or interest for which the
Participant or Beneficiary is liable as a result of the Participant’s
participation in this Plan. To the extent permitted under Code Section 409A, the
Corporation may accelerate the time and schedule of payment of any portion of
the Participant’s benefit under the Plan in order to pay taxes due or required
in connection with such benefit when applicable.

      


      ARTICLE
XI

      VOTING
RIGHTS

      


      No
Participant or Beneficiary shall be deemed to receive any voting rights or any
other rights and privileges enjoyed by shareholders of the Corporation by reason
of Stock Units being credited to his Account.

      

        
          
             


          

          
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ARTICLE
XII

      TERMINATION,
AMENDMENT, MODIFICATION OR

      SUPPLEMENTATION
OF THE PLAN

      


      Subject
to shareholder approval if required by applicable laws, rules and regulations,
the Board shall retain the sole and unilateral right to terminate, amend, modify
or supplement this Plan, in whole or in part, at any time, but only with respect
to future calendar years. No termination, amendment, modification or supplement
of this Plan shall (i) reduce the value of or otherwise compromise any
Participant’s accrued benefits as of the date of such amendment or termination
or (ii) accelerate the date of payment of any amount credited to a Participant’s
Account prior to the date of any such action or make any other change which
would constitute a violation of Section 409A or trigger additional taxes
pursuant to Code Section 409A(a)(1)(B). Notwithstanding the foregoing, the Board
(or Committee if applicable) shall have the power to amend this Plan from time
to time without the consent of any Participant or other party to the extent the
Board (or Committee) deems necessary or appropriate to preserve the intended tax
treatment of benefits payable hereunder.

      


      ARTICLE
XIII

      RESTRICTION
ON ALIENATION OF BENEFITS

      


      No right
or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to the benefit.
If any Participant or Beneficiary under the Plan should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any
right to a benefit under this Plan, then such right or benefit, in the
discretion of the Board, shall cease. In these circumstances, the Board may hold
or apply the benefit, or any part of it, for the benefit of the Participant or
Beneficiary, spouse, children, or other dependents of the Participant or
Beneficiary, or any of them, in such manner and in such portion as the Board may
deem proper.

      


      ARTICLE
XIV

      ARBITRATION

      


      In the
event a Participant or Beneficiary disagrees with the amount of benefit to be
paid as determined by the Corporation pursuant to the procedures set out in
Article VIII and no satisfactory settlement can be reached, the claimant may
submit the dispute to binding arbitration under the rules of the American
Arbitration Association then in effect for Charlotte, North Carolina. The
decisions of the arbitrator(s) shall be binding on all parties to the
arbitration, and their heirs, successors and assigns.

      


      ARTICLE
XV

      GOVERNING
LAW

      


      The Plan
shall be governed by the laws of the State of North Carolina except to the
extent preempted by ERISA, Section 409A or other federal law.

      


      ARTICLE
XVI

      ADOPTION
AND EXECUTION

      


      This
amended and restated Plan was approved and adopted by the Board of Directors of
Capital Bank Corporation on November 20, 2008. As evidence of its adoption of
this amendment and restatement of the Plan, the Corporation has caused this
instrument to be signed by its duly authorized representatives this 20th day of
November 2008.

      


      
        
          	 
      	
                  CAPITAL BANK
      CORPORATION

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:  /s/
      Michael R.
      Moore

                	 
      
	 
      	
                  Michael R.
      Moore

                	 
      
	 
      	
                  Chief Financial Officer

                	 
      


        

      

      

        
          
             


          

          
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      DEFERRED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS

      (As
Amended and Restated Effective November 20, 2008)

      


      *  *  *  *  *  *  *

      


      DEFERRAL
ELECTION FORM

      


      
        
          
            
              
                	
                        Compensation
      Year: [_______]

                      	 
      
	 
      	 
      	 
      	 
      
	
                        To:

                      	
                        Capital
      Bank Corporation

                      	 
      
	 
      	 
      	 
      	 
      
	
                        From:

                      	 
      	 
      
	 
      	
                        Director

                      	 
      


              

            

          

        

      

      


      Pursuant
to Section 3.1 of the Capital Bank Corporation Deferred Compensation Plan for
Outside Directors (As Amended and Restated Effective November 20, 2008), I
hereby elect the following (check and complete each box as
applicable):

      


      
        
          	 
      	 
      	
                  To
      defer [_______] % of my Compensation (as defined in Section 1.5 of
      the Plan) for the upcoming calendar year(s). All such deferred
      Compensation shall be credited to my Account in the form of Stock Units as
      provided in the Plan.

                
	 
      	 
      	 
      
	 
      	 
      	
                  In
      lieu of having Compensation deferred pursuant to this election deferred
      under the Plan until the earlier of my (1) Separation from Service with
      Capital Bank, (2) death, or (3) Disability, I hereby elect, as an optional
      distribution election, to receive the following percentage(s) of my
      Compensation deferred to my Account under the Plan pursuant to this
      deferral election on the date(s) specified below if earlier than my
      Separation from Service, death or Disability. I acknowledge that this
      optional fixed date payment election cannot be accelerated and that my
      ability to delay the fixed payment date in the future is extremely limited
      and subject to restrictions under Section 409A.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Percentage:

                	 
      	
                  %

                	 
      	
                  Date:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Percentage

                	 
      	
                  %

                	 
      	
                  Date:

                	 
      	 
      


        

      

      


      My
deferral election (but not my optional fixed date distribution election) shall
remain effective up until the calendar year beginning immediately after the date
on which I notify the Corporation in writing of my revocation or other change to
this deferral election form.

      


      This deferred election form is signed
this [_______] day of [____________________], 20____

      


      


      
        
          	 
      	 
      	 
      
	 
      	
                  Director

                	 
      


        

      

      

        
          
             


          

          
            - 8
-

            
              

            

          

          
             


          

        


       

      DEFERRED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS

      BENEFICIARY
DESIGNATION

      


      


      
        
          
            	
                    Name

                  	 
      	 
      	
                    Social
      Security No.

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Address

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


          

        

      

      


      Upon my
death, the total value of my account(s) in the Capital Bank Corporation Deferred
Compensation Plan for Outside Directors, and all other Deferred Compensation
Agreement obligations or Retirement Plan Agreement obligations assumed by
Capital Bank Corporation from merger(s), shall be paid to the following
designated beneficiary(ies):

      


      A.  Primary
Beneficiary (use second sheet, page 2, if more than one)

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


      B.  Contingent
Beneficiary (use second sheet, page 2, if more than one)

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


      Beneficiary
Designation

      


      This
designation is effective upon execution and delivery to the plan administrator
of Capital Bank Corporation. If I name more than one beneficiary in either
primary or contingent categories, the surviving beneficiaries in that category
will share equally unless otherwise indicated. I have the right to change the
beneficiary. If any information is missing, additional information may be
required prior to recording my beneficiary designation. If my primary and
contingent beneficiaries predecease me or I fail to designate beneficiaries,
amounts will be paid pursuant to the terms of Capital Bank Corporation plan
documents (the participant’s spouse, or estate if the participant has no spouse)
or applicable state law.

      


      This designation supercedes all prior
designations. Beneficiaries will share equally if percentages are not provided,
and any amounts unpaid upon death will be divided equally. Primary and
contingent beneficiaries must separately total 100.00%. The number of primary or
contingent beneficiaries named is not limited. Please use the second sheet, page
2, and attach additional sheets, if necessary.

      


      This
designation is signed this [_______] day of [____________________],
20____

       

       

      
        
          
            
              
                
                  	 
      	 
      	 
      	 
      
	
                          Participant

                        	 
      	
                          Witness
      (cannot be Beneficiary)

                        	 
      


                

              

            

          

        

        

          
            
               


            

            
              - 9
-

              
                

              

            

            
               


            

          

        

      

      CAPITAL
BANK CORPORATION

      DEFERRED
COMPENSATION PLAN FOR OUTSIDE DIRECTORS

      BENEFICIARY
DESIGNATION

      


      


      
        
          	
                  Name

                	 
      	 
      


        

      

      


      Additional
Beneficiary Designations

      


      A.  Primary
Beneficiary (continued from page 1, if more than one)

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


      B.  Contingent
Beneficiary (continued from page 1, if more than one)

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      


      C.  Contingent
Beneficiary (continued from page 1, if more than one)

       

      
        
          	
                  Percent

                	 
      	
                  Name

                	 
      	
                  Birth
      Date

                	 
      	
                  Relationship

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Address

                	 
      	 
      	 
      	
                  Social
      Security No.

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      

        
          
             


          

          
            - 10
-