Exhibit 31.02
CERTIFICATION
I, Richard W. Edwards certify that:
1. I have reviewed this annual report on Form 10-K of Capital Bank
Corporation, as amended by Amendment No.1 thereto;
2. Based on my knowledge, this annual report, as amended, does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report, as amended;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, as amended, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report, as amended;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this annual report, as amended, is being
prepared;
b. [paragraph omitted pursuant to SEC Release Nos. 33-8238 and
34-49313;]
c. evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this annual report, as
amended, our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by the annual report, as amended, based on such
evaluation;
d. disclosed in this annual report, as amended, any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies and material weaknesses in the
design or operation of internal control which are reasonably
likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls over financial reporting.
Date: April 19, 2005
/s/ Richard W. Edwards
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Richard W. Edwards
Chief Financial Officer
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