s1a-4fwp.htm

Follow-on Offering of Common Stock

NASDAQ: CBKN

January 2010

Legal Statement

This presentation contains forward-looking statements relating to the financial condition, results of
operations and business of Capital Bank Corporation. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially. Factors that could cause
actual results to differ materially are discussed in Capital Bank Corporation’s filings with the
Securities and Exchange Commission (the “SEC”), including its Registration Statement on Form
S-1, Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on
Form 8-K. Please refer to the Securities and Exchange Commission’s website at www.sec.gov
where you can review those documents. Capital Bank Corporation does not undertake a duty to
update any forward-looking statements made during this presentation.

Capital Bank Corporation has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents that Capital Bank Corporation
has filed with the SEC for more complete information about Capital Bank Corporation and this
offering. You may obtain these documents for free by visiting EDGAR on the SEC website,
http://www.sec.gov. Alternatively, Capital Bank Corporation, Sandler O’Neill & Partners, L.P.,
or Howe Barnes Hoefer & Arnett will arrange to send you the prospectus if you request by calling
toll-free (800) 635-6859 for Sandler O’Neill or (800) 800-4693 for Howe Barnes.

Offering Summary

(1) Based on an assumed offering price of $3.75 per share (the maximum price in the Patriot Financial Partners, L.P. Letter of Intent dated
December 13, 2009) and 11,300,369 common shares outstanding as of September 30, 2009

Issuer: Capital Bank Corporation (NASDAQ: CBKN)

Transaction Size: Approximately $55 million

Number of Shares: Approximately 14,666,667 (1)

Pro Forma Shares Outstanding: Approximately 25,967,036 (1)

Over-Allotment Option: 15%

Use of Proceeds: General Corporate Purposes

Sole Book Running Manager: Sandler O’Neill + Partners, L.P.

Co-Manager: Howe Barnes Hoefer & Arnett

Recent Developments

n Letter of Intent signed with Patriot Financial Partners, L.P.
(December 13, 2009)

– 9.9% of the Company’s outstanding common stock following completion
of the Public Offering

– Shares will be purchased at the Public Offering price, up to a maximum price
of $3.75 per share

– Due diligence has been performed

– Patriot investment is contingent upon closing of the Public Offering on
or before February 1, 2010 with minimum aggregate proceeds to CBKN
of $55 million (including Patriot)

– Patriot is entitled to appoint one director, subject to certain conditions

Recent Developments

n Preliminary Q4 ’09 Financial Results

– Estimated NPAs at Dec 31, 2009 of $54 million, or approximately 3% of
projected total assets

• NPAs totaled $27 million, or 1.55% of total assets, as of Sept 30, 2009

– Increase driven primarily by two problem relationships:

• $11 million relationship with a business partially secured by commercial
real estate and other assets

• $5 million loan to residential home builder

– Estimated Q4 ’09 loan loss provision of $8 - $12 million

– Gross loans have increased approximately $32 million from Sept 30, 2009
through Nov 30, 2009

– Pre-tax, pre-provision income for Oct – Nov 2009 equaled $3.2 million

• Consistent with Q3 ’09

– Net interest margin for Oct – Nov 2009 equaled 3.41%

• Equal to Q3 ’09 NIM despite expiration of interest rate swap that
historically provided a positive impact to margin

– Noninterest expense / average assets equaled 2.59% (annualized) for
Oct – Nov 2009

• 2.60% (annualized) for Q3 ’09

Transaction Rationale

n Positions Capital Bank to take advantage of competitor dislocation in
desirable geographic markets

n Positions Capital Bank to take advantage of strategic acquisition
opportunities and FDIC-assisted transactions

n Increases Tangible Common Equity ratio to 8.8%

n Provides the capital flexibility to consider repayment of TARP Preferred
Stock and associated warrants

Experienced Management Team

n Insider ownership = 15% (1)

n Insider participation expected

(1) Based on November 12, 2009 Company Proxy statement. Ownership includes common stock and options exercisable within 60 days

Franchise Profile

Note: Financial information as of September 30, 2009

Attractive, Diverse Markets

(1) The Triangle market area is comprised of the Raleigh-Cary MSA and Granville County; the Sandhills market area is comprised of the
Fayetteville MSA, and the counties of Chatham, Robeson and Lee; the Triad market area is comprised of the Burlington MSA; the
Western market area is comprised of the Asheville MSA and Catawba County

(2) FDIC deposit data as of June 30, 2009

(3) Per SNL Financial

(4) Weighted-average based on FDIC deposit data as of June 30, 2009

n Strategic franchise positioning

Triangle Region

n #1 Top city for small business
- Bizjournals, February 2009

n #1 Fastest growing metropolitan area in the country
- U.S. Census, March 2009

n #1 Best place for business and careers
- Forbes.com, March 2009

n #1 City with best economic potential
- fDi Magazine, April 2009

n #1 City where Americans are relocating
- Forbes.com, April 2009

n #3 Best place to launch a small business
- CNNMoney.com, October 2009

n #6 Healthiest housing market
- Builderonline.com, February 2009

Triangle Region

Note: Dollars in millions

(1) Comprised of the Raleigh-Cary MSA and Granville County

(2) Financial data as of most recent quarter

Data Source: SNL Financial

Sandhills Region

Note: Dollars in millions

(1) Per GlobalSecurity.org military facilities description (http://www.globalsecurity.org/military/facility/fort-bragg.htm)

(2) Comprehensive Regional Growth Plan for the Fort Bragg Region, BRAC Regional Task Force, September 2008

(3) North Carolina’s Military Footprint, North Carolina Department of Commerce, June 2008

(4) Market comprised of Fayetteville MSA and counties of Chatham, Robeson and Lee

(5) Financial data as of most recent quarter

Data Source: SNL Financial

n Significant growth due to Base Realignment and Closure (BRAC) process

– Fort Bragg – largest global Army installation with 10% of Army’s active forces (1)

– 2006 – 2013: $1.6 billion in military-related construction; $1.0 billion economic
development (2) (3)

– $30 billion of U.S. defense budget – “North Carolina’s All-American Defense Corridor” (2)

Future Opportunities

Note: Red stars represent commercial banks & thrifts located in Virginia, North Carolina, South Carolina, and East Tennessee with

NPAs / Assets > 5.0%; financial information as of September 30, 2009

Data Source: SNL Financial

Financial Highlights

Positive Operating Momentum

n Improved asset yields

n Improved deposit pricing

n Growth

n Expense control

Pretax, Pre-Provision Income

Note: Dollars in thousands

(1) Excludes goodwill impairment charge of $65.2 million in Q4`08; see non-GAAP reconciliation on page 55

(1)

Net Interest Margin

Note: Dollars in thousands

Net Interest Margin Management

Mix

Pricing

Risk
Mgmt.

Pricing

n Use of funds transfer price

n Specific price tools

n Cash flow

n Risk

n Operational cost

n Capital

n Spread management

Risk Management

n Upgrade risk model

n Take steps to mitigate risk

n Set strong risk parameters

n Back-test model for accuracy

n Consider multiple scenarios

Mix

n Focus on core
deposits

n Diversify wholesale
funds

n Diversify loan types

Prudent Expense Management

n Employee and operating costs

– Controlling headcount, freezing salaries, eliminating 401k match, no incentive comp

– Analyzed every major vendor relationship for efficiencies

n Branch network

– Close / consolidate branches in slower growth markets

n Systems scalability

(1) Excludes goodwill impairment charge of $65.2 million in Q4`08; see non-GAAP reconciliation on page 55

Deposits and Funding

Deposit Mix

Note: Dollars in thousands

Customer Deposits

Note: Dollars in millions

Balance Sheet – Capital, Loan Portfolio
& Credit Quality

Strengthened Capital Position

(1) Assumes a $55.0 million common equity raise with net proceeds of $51.0 million

(2) CBKN peer group includes FBNC, FFCH, HMPR, SCBT, FCBC, FNBN, YAVY, NBBC, SCMF, BNCN, GRAN, CRFN, PEBK, ECBE, FSBK, CSBC

Data Source: SNL Financial

Loan Portfolio

Note: Dollars in thousands

Proactive Portfolio Management

n Diligent underwriting and loan approval process

n Early identification of potential problem loans

– “Special Assets Group” formed in 2002 exclusively to manage problem assets

– Senior Group Members are experienced loan workout executives – not
commercial bankers

n Proactive management of problem assets

– “Buyers Program” established in Q3 2009 to facilitate the sale of completed
houses (NPLs and OREO)

– Impressive results to date – 79 transactions; $27.5 million aggregate balance

n Thorough internal review process

– Experienced loan review team, which includes 50 years of combined banking
experience and a former state regulator

– 25% of commercial loan portfolio reviewed every 12-18 months

– Spot audits – target potential areas of weakness

n Recent independent loan review

– Nationally-recognized loan review firm

– Approximately 75% penetration (UPB)

– Cumulative loan loss estimate consistent with internal stress test

Credit Quality

Note: Dollars in thousands

Credit Quality – Nonperforming Loans

n Nonperforming loans

– $18.5 million; 1.36% of loans

– Average NPL = $220,000

– Largest NPLs

1) $5.2 million residential land / development loan in Triangle Region

2) $1.9 million residential construction and land / development loan in
Western Region

3) $1.7 million residential land / development loan in Western Region

4) $1.4 million residential construction loan in Triangle Region

– Approximately 69 loans make up the remaining NPLs

– Total NPLs per market

1) Triangle = $9.2 million; 1.20% NPLs / Loans

2) Sandhills = $1.6 million; 0.93% NPLs / Loans

3) Triad = $1.3 million; 0.76% NPLs / Loans

4) Western = $6.4 million; 2.56% NPLs / Loans

Credit Quality – Peer Comparison

(1) CBKN peer group includes FBNC, FFCH, HMPR, SCBT, FCBC, FNBN, YAVY, NBBC, SCMF, BNCN, GRAN, CRFN, PEBK, ECBE, FSBK, CSBC

Data Source: SNL Financial

CBKN

CBKN Peers (1)

SCAP Analysis

Note: Dollars in thousands

(1) Targeted LLR / Loans as of September 30, 2011 based on gross loans (HFI) as of September 30, 2009 reduced by the estimated credit losses
under the SCAP Analysis

(2) Assumes quarterly projections for Q4'09 - Q3'11 equals estimated Q3'09 Core Earnings

(3) Q4'09 - Q3'11

(4) Credit losses for the 24-month period January 1, 2009 - December 31, 2010 less actual YTD 9/30/09 charge-offs. For comparison purposes,
assumes the losses are incurred from September 30, 2009 - 2011

SCAP Analysis

(1) Represents the mid-point of the indicative loss rates as per Board of Governors of the Federal Reserve System (2009) “The Supervisory
Capital Assessment Program: Overview of Results.”

(2) Loss rates applied to December 31, 2008 loan balances; estimated credit losses as of December 31, 2008 less 1/1/09 - 9/30/09 net
charge-offs; for comparison purposes, assumes the losses are incurred from September 30, 2009 - 2011

Note: Dollars in millions

Investment Rationale

Investment Highlights

n Timing . . . significant opportunities to enhance franchise through
strategic transactions and organic growth

n Capital strength

n Experienced, proven management team

n Attractive operating markets with economic momentum

n Positive financial performance trends

n Disciplined credit quality management

n Compelling valuation

Appendix

Market Valuation

Note: Market information as of December 29, 2009

(1) CBKN peer group includes FBNC, FFCH, HMPR, SCBT, FCBC, FNBN, YAVY, NBBC, SCMF, BNCN, GRAN, CRFN, PEBK, ECBE, FSBK, CSBC

(2) Assumes a $55.0 million common equity raise with net proceeds of $51.0 million issued at $3.75 per share (the maximum price in the Patriot
Financial Partners, L.P. Letter of Intent dated December 13, 2009)

Data Source: SNL Financial

Financial Summary

Note: Dollars in thousands

(1) Excludes goodwill impairment charge of $65.2 million in Q4`08; see non-GAAP reconciliation on page 55

Net Interest Margin

n Loan repricing opportunities - $571.6 million of loans maturing and repricing
by the end of 2010

– 5% floor on all new loan originations or renewals

– Widening credit spreads

Note: Dollars in thousands; financial information as of September 30, 2009

Net Interest Margin

n Time deposit repricing opportunities - $531.6 million in time deposits
maturing by the end of 2010

Note: Dollars in thousands; financial information as of September 30, 2009

Operating Markets – Loans

Note: Dollars in millions

Sandhills

Western

Triad

Triangle

Operating Markets – Deposits

Note: Dollars in millions

Sandhills

Western

Triad

Triangle

Residential ADC Loans

Note: Dollars in thousands; financial information as of September 30, 2009

Commercial Real Estate Loans

Note: Dollars in thousands; financial information as of September 30, 2009

Commercial Owner Occupied Loans

Note: Dollars in thousands; financial information as of September 30, 2009

Commercial & Industrial Loans

Note: Dollars in thousands; financial information as of September 30, 2009

1-4 Family Residential Loans

Note: Dollars in thousands; financial information as of September 30, 2009

Interest Reserve Loans

Note: Dollars in thousands; financial information as of September 30, 2009

Excludes loans where interest reserves have been previously depleted and the borrower is paying from other sources

(1) LTV is a calculated field based on committed balance, prior liens, and total collateral value

(2) Reserve term is a calculated field based on current outstanding, interest rate, and dollar amount of reserves and is represented as a weighted
average for each sub-category

Credit Quality – Historical Metrics

Note: Dollars in thousands

Data Source: SNL Financial

Credit Quality – By Region

Note: Dollars in thousands; financial information as of September 30, 2009

Credit Quality – By Region

Note: Dollars in thousands

Credit Quality – ORE Classifications

n $8.4 million of OREO

Note: Dollars in thousands

(1) Fair value is defined as the most recent third party valuation

Credit Quality – Net Charge-off’s

n Largest Charge-off’s during YTD ’09

– $1.0 million auto dealer in Sandhills Region (In foreclosure)

– $1.0 million residential land / development in Triad Region (In OREO)

– $0.7 million foreclosure and liquidation on personal residence (Sold)

– $0.6 million equipment dealer in Triangle Region (In non-performing loans)

– $0.3 million foreclosure of personal residence (In OREO)

Credit Quality – Peer Comparison

Note: Dollars in thousands

(1) As of September 30, 2009

(2) FDIC-insured financial institutions with assets between $1.0 billion and $10.0 billion

(3) Includes all nonperforming loans

Investment Portfolio

Note: Dollars in thousands; financial information as of September 30, 2009

Non-GAAP Reconciliation

Note: Dollars in thousands; financial information for the quarter ending December 31, 2008

Included within this investor presentation, management presents certain summary income statement data
and related ratios excluding a goodwill impairment charge recorded in the 4th quarter of 2008. The goodwill
impairment charge is included in financial results presented in accordance with U.S. GAAP. Management
believes that exclusion of the goodwill impairment charge in expressing certain summary income statement
data and related ratios provides a more meaningful period-to-period comparison of operating results, which
management believes will assist investors in analyzing the operating results of Capital Bank and predicting
future performance. These non-GAAP financial measures are also used by management to assess the
performance of the Company’s business since management does not consider the goodwill impairment
charge to be relevant to ongoing operations.