Capital Bancorp, Inc. Director Deferred Stock Compensation Plan

1.1

"Account" . The record of a Participant’s interest in this Plan represented by the Deferrals, with all earnings thereon credited to such Account on behalf of the Participant under this Plan and all losses, expenses, withdrawals and distributions thereon debited from such Account.

1.2

"Affiliate" . (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, and (iv) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity’s outstanding voting securities, in each case as designated by the Board as being a participating employer in the Plan.

1.3

" Bank. " Capital Bank & Trust, Company, a Tennessee banking corporation and wholly-owned subsidiary of the Company.

1.4

" Beneficiary" . The person or persons designated pursuant to Article 7 herein, by a Participant to receive such payments as may become payable hereunder after the death of a Participant.

1.5

" Board " . The board of directors of the Company and the board of directors of the Bank.

1.6

" Change in Control" . A change in ownership of the Company, a change in effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company all within the meaning of IRS Code Section 1.409A-3(g)(5)(v) through (vii) or any successor thereto.

1.7

" Committee" . The committee appointed by the Board to manage and control the operation and administration of this Plan.

1.8

"Company" . Capital Bancorp, Inc. and any Affiliates that adopt the Plan, with the company’s approval, for their directors, or any successor entity by operation of law or any successor entity which affirmatively adopts the Plan, the trust, if any, and the obligations of Capital Bancorp, Inc. with respect to the Plan.

1.9

"Company Stock" . The common stock of Capital Bancorp, Inc., no par value, or any security into which Company Stock may be converted by reason of

any transaction or event of the type referred to in Section 4.5 hereof or a Change in Control.

1.10

"Deferrals" . The portion of a Participant’s Director Compensation to be paid during a Plan Year, for which a Participant elects to have payment deferred into a future Plan Year. In the event of a Participant’s Termination of Director Service prior to the end of a Plan Year, such year’s Deferral shall be the actual amount deferred and withheld prior to such Termination of Director Service.

1.11

"Deferral Election" or "Election" . An irrevocable election made by a Director in accordance with the requirements of the Plan to reduce such Participant’s Director Compensation, as the case may be, for a Plan Year.

1.12

"Deferral Election Form" . The form established from time to time by the Committee that an Eligible Director completes, signs and returns to the Committee to make a Deferral Election.

1.13

"Deferral Amount" . The percentage or dollar amount of a Participant’s Director Compensation for a Plan Year, which pursuant to such Participant’s Deferral Election, is to be deferred in accordance with this Plan.

1.14

"Director" . A member of the Board.

1.15

"Director Compensation" . The Director Compensation paid to a Director for service as a Director by the Company in the form of either a retainer or fee.

1.16

"Effective Date" . December 20, 2006.

1.17

"Internal Revenue Code" or "Code" . The Internal Revenue Code of 1986, as amended from time to time.

1.18

"Market Value" . The closing market price of Capital Bancorp, Inc. Company Stock.

1.19

"Notice Date" . The date established by the Committee as the deadline for it to receive a Deferral Election or any other notification with respect to an administrative matter in order to be effective under this Plan. Notwithstanding anything to the contrary, the Notice Date with respect to a Deferral Election will be such date as will be determined by the Committee (1) before January 1 of the year during which Director Compensation to be deferred will be earned by the Participant, and (2) in the year in which a newly-elected Director first becomes eligible to participate in the Plan, such Director may make a Deferral Election within thirty (30) days after the date on which such Director first becomes eligible for participation.

1.20

"Participant" . A Director who voluntarily elects to participate in this Plan after completing the eligibility requirements and properly filing a Deferral Election

Form. An individual will remain a Participant until the distribution of the balance of all of such Participant’s Account.

1.21

"Plan" . This Capital Bancorp, Inc. Director Deferred Stock Compensation Plan, as it may be validly amended from time to time.

1.22

"Plan Year" . The annual accounting period of this Plan which ends on each December 31.

1.23

"Spouse" . The person to whom a Participant is validly married under the laws of the State of the Participant’s primary residence; provided however, if the Participant is legally separated from a person who would otherwise be such Participant’s Spouse (but for this provision), then such person will cease to be such Participant’s Spouse. For this purpose, a common law Spouse is a Spouse only if the Participant resides in a State that legally recognizes common law marriages. A person to whom a Participant was formerly married is not a Spouse.

1.24

"Termination of Director Service" . Occurs when a Director ceases to serve as a member of the Board of Directors of the Company, whether by operation of the Bylaws of the Company, voluntary resignation, removal by the Board or nonelection by the Shareholders, provided the Director is considered to have separated from service within the meaning of Code Section 409A.

1.25

"Unforeseeable Financial Emergency" . A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, or a dependent (as defined in Code Section 152(a)) of the participant, loss of the participant’s property; due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee and consistent with Code Section 409A.

2.1

Eligibility . All Directors are eligible to participate in the Plan.

2.2

Participation . Each Director may elect to become a Participant under the Plan by completing, signing and returning to the Committee a Deferral Election Form provided for that purpose by the Committee, no later than the designated Notice Date.

3.1

Director Deferral Election. A Director may elect to defer a portion of such Director’s Director Compensation under the Plan. A Director who desires to make a Deferral will file a Deferral Election Form pursuant to procedures specified by the Committee (i) specifying the applicable Deferral Amount, and (ii) authorizing such Director’s Director Compensation payable for a Plan Year to be reduced and deferred hereunder.

3.2

Election Procedures . If properly received by the Committee on or before the relevant Notice Date, a Deferral Election will be effective with respect to Director Compensation paid after the election is made and with respect to the Plan Years to which the Deferral Election applies as stated on the Deferral Election Form. Consistent with the above, the Committee may establish rules and procedures for making Deferral Elections, provided such rules and procedures are not more permissive than the terms and provisions of this Plan.

3.3

Election to Modify or Terminate Future Contributions . All Deferral Elections hereunder are irrevocable after the Notice Date. A Participant who desires to modify or terminate the amount of future Director Compensation being deferred under the Plan must complete a new Deferral Election Form, and any election to increase, decrease or terminate Deferrals of Director Compensation shall not be effective until the calendar year following the calendar year in which such change in deferral elections is made, except as otherwise provided herein and permitted by Code Section 409A.

3.4

Vesting . A Participant will be fully vested at all times in his or her Account.

4.1

Deferrals . A Participant’s Deferrals under Article 4 herein shall be credited to an Account maintained for each Participant as described in Section 4.2. All amounts credited to a Participant’s Account will be treated as a reduction of Director Compensation otherwise payable to such Participant. Distributions pursuant to Articles 5 and 6 shall be debited against a Participant’s Account.

4.2

Valuation of Accounts . The Account is a bookkeeping account, the value of which shall be based upon the Market Value of Company Stock. Deferrals will be credited to the Account in the form of units, each reflecting one share of Company Stock. Fractional units will also be credited to such account, if applicable. The number of such credited units will be determined by dividing the value of the Director Compensation that would have been paid during a calendar quarter had it not been deferred, by the Market Value per share of the Company Stock on the last day of that calendar quarter on which shares of Company Stock traded. The Account shall be credited with additional units upon payment of any dividends on Company Stock based on the number of units credited on the record date for such dividends, and such dividends shall be credited as units as if the dividends were immediately reinvested in such Company Stock. Notwithstanding the foregoing, the terms of this Plan place no obligation upon the Company to invest or to continue to invest any portion of the amounts in the Participant’s Account, to invest in or to continue to invest in any specific asset, to liquidate any particular investment, or to apply in any specific manner the proceeds from the sale, liquidation, or maturity of any particular investment. It is understood and agreed that the Company assumes no risk of any decrease in the value of Company Stock or the Participant’s Account, and the Company’s sole obligations are to maintain the Participant’s Account and make cash payments or transfer Company Stock to the Participant as herein provided.

4.3

Appreciation of Deferral Account Balance. Credits to a Participant’s Account in accordance with this Article 4 shall continue until the Account balance is paid in full to the Participant or the Participant’s Beneficiary.

4.4

Statement of Account . The Company shall provide periodically to each Participant (but not less frequently than once each calendar year) a statement setting forth the Account balance of such Participant.

4.5

Adjustments. The number of shares of Common Stock credited to a Participant’s Account shall be appropriately adjusted and modified upon the occurrence of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the

Company, issuance of warrants or other rights to purchase shares or other securities of the Company, or other similar corporate transaction or event in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan The determination of the Committee as to such adjustments or modifications, if any, shall be binding and conclusive.

5.1

Withdrawals for Hardship . At the request of a Participant in the event of an Unforeseeable Financial Emergency, the Committee may, in its sole discretion, accelerate and pay all or part of the value of the Participant’s Account and cease current year Deferrals to the extent permitted under Code Section 409A. An accelerated distribution hereunder for an Unforeseeable Financial Emergency must be limited to only that amount necessary to relieve the Unforeseeable Financial Emergency (plus any appropriate taxes). Amounts distributed to a Participant hereunder will be subject to applicable tax withholding.

5.2

Withdrawal Processing .

5.2.1

Minimum Amount . There is no minimum payment for hardship withdrawal.

5.2.2

Application by Participant . To apply for hardship withdrawal, a Participant must submit to the Committee a withdrawal request, in accordance with such uniform and nondiscriminatory procedure as will be established by the Committee.

5.2.3

Approval by Committee . The Committee is responsible for determining that a withdrawal request conforms to the requirements described in this Article and notifying the Company of any payments to be made in