Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) The Board of Directors of Capital Bank Corporation (the "Company") has recently completed an assessment regarding its composition and size. The Board of Directors of the Company (the "Board") retained a nationally-recognized independent consultant (the "Consultant") to assist with the assessment. The Board conducted the assessment to determine ways in which the Board may be able to improve upon or optimize its performance. As a result of this assessment, the Board has determined that its performance may be optimized by, among other actions, reducing the number of directors, which is consistent with a trend identified by the Consultant of public companies having boards of directors with fewer members. The Board concluded that it is in the best interests of the Company to reduce the size of the Board from seventeen members to ten members.

To implement this reduction in size, on October 5, 2009, each of James A. Barnwell, Jr., Leopold I. Cohen, Oscar A. Keller, Jr., James G. McClure, Jr., James D. Moser, Jr., Richard H. Shirley and J. Rex Thomas delivered notice to O.
A. Keller, III, Chairman of the Board, of his intention to resign from the Board and from the Board of Directors of Capital Bank, the Company's banking subsidiary. Each resignation, with the exception of Mr. Keller's, became effective immediately. At the Company's request, Mr. Keller's resignation will become effective December 17, 2009, which will provide time for Mr. Keller to assist with the transition of the Loan Committee of the Board of Directors of Capital Bank to a new committee chairman.

Following the reduction in size, the remaining directors of the Company are Charles F. Atkins, John F. Grimes, III, Robert L. Jones, O. A. Keller, III, Ernest A. Koury, Jr., George R. Perkins, III, Don W. Perry, Carl H. Ricker, Jr., Samuel J. Wornom, III and B. Grant Yarber. Nine of the remaining ten directors meet the definition of "independent director" as that term is defined in Nasdaq Listing Rules, and the Chairman of the Board remains unchanged.

The Company would like to acknowledge its appreciation and gratitude for the contributions of the resigning directors and their years of service and dedication to the Company.

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