Securities Purchase Agreement

Exhibit 10.3

December ____, 2008

BY HAND DELIVERY

[Insert Name of SEO]

Capital Bank Corporation

333 Fayetteville Street, Suite 700

Raleigh, North Carolina 27601

Dear [Insert SEO’s Name],

Capital Bank Corporation anticipates entering into a Securities Purchase Agreement (the “ Participation Agreement ”), with the United States Department of Treasury (“ Treasury ”) that provides for Capital Bank Corporation’s participation in the Treasury’s TARP Capital Purchase Program (the “ CPP ”).  Capital Bank Corporation has been informed by Treasury that the investment contemplated by the Participation Agreement is scheduled to close on December 12, 2008.

If Capital Bank Corporation does not participate in the CPP, this letter shall be of no further force and effect.  Furthermore, if Capital Bank Corporation ceases to participate in the CPP, this letter shall be of no further force and effect as of the earliest possible time permitted following the “CPP Covered Period.”  A “ CPP Covered Period ” for such purposes shall be any period during which (A) you are a senior executive officer of Capital Bank Corporation and (B) Treasury holds an equity or debt position acquired from Capital Bank Corporation in the CPP.

For Capital Bank Corporation to participate in the CPP and as a condition to the closing of the investment contemplated by the Participation Agreement, Capital Bank and its wholly owned subsidiary, Capital Bank (collectively with Capital Bank Corporation referred to herein as “Capital Bank”), are required to establish specified standards for incentive compensation for Capital Bank’s senior executive officers and to make changes to Capital Bank’s compensation arrangements. To comply with these requirements, and in consideration of the benefits that you will receive as a result of Capital Bank’s participation in the CPP and other good and valuable consideration, you agree as follows: