Exhibit 10.1

PROMISSORY NOTE

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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

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

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

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

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

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.

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

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
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B. Grant Yarber, President & CEO William R. Lampley, Interim CFO
of Capital Bank Corporation of Capital Bank Corporation