Exhibit 10.02

                            CAPITAL BANK CORPORATION
                              EQUITY INCENTIVE PLAN

February 21, 2002

     1. Background and Purpose. This Equity Incentive Plan (the "Plan") of
Capital Bank Corporation (the "Corporation") results from the merger and
restatement of two stock option plans of the Corporation, the Incentive Stock
Option Plan and the Nonqualified Stock Option Plan (the "Prior Plans"). The
purpose of the Plan is to advance the interests of the Corporation by making
shares of the Corporation's common stock, no par value per share (the "Common
Stock") available for purchase by certain officers, key employees, directors and
local board members of the Corporation in order to give such persons an
additional incentive to continue their relationship with the Corporation and
promote the Corporation's success. This purpose will be carried out through the
granting of incentive stock options ("ISOs") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), nonqualified stock options
("NSOs") and stock awards ("Stock Awards"). (ISOs and NSOs are collectively
referred to herein as "Options.")

     2. Administration of Plan. The Board shall designate a committee (the
"Committee") of at least two "Non-employee Directors," as defined in Rule
16b-3(b)(3) promulgated under Section 16 of the Securities and Exchange Act of
1934, to administer the Plan. The Committee shall report its actions to the
Board. The Board may from time to time remove members from the Committee and
appoint their successors. The Board shall fill all vacancies on the Committee
however caused. Except as otherwise expressly provided in the Plan, the
Committee shall have full discretionary authority to: (a) determine the
individuals to whom Options and Stock Awards shall be granted; (b) determine the
time or times at which Options and Stock Awards shall be granted; (c) determine
the number of shares subject to each Option and Stock Award; (d) determine the
purchase price of the shares subject to each Option and Stock Award; (e)
determine the time or times when each Option and Stock Award shall vest and
become exercisable and the duration of the exercise period; (f) interpret the
Plan and prescribe, amend, and rescind rules and regulations relating to it; (g)
determine the terms and provisions (and amendments of the terms and provisions)
of the Option and Stock Award agreements to be entered into between the
Corporation and each Participant (which agreements need not be identical),
including such terms and provisions as shall be required in the Committee's
judgment to conform to any change in any applicable law or regulation; and (h)
make all other determinations the Committee shall deem necessary or advisable
for the Plan's administration. The interpretation and construction of any
provision of the Plan by the Committee shall be final and conclusive. No member
of the Committee or the Board shall be liable to any person for any action or
determination which he or she makes in good faith.

     3. Eligibility. Subject to the provisions of Section 2 above, any officer
or employee designated by the Committee shall be eligible to receive ISOs. Any
officer, employee, director or local board member designated by the Committee
shall be eligible to receive NSOs and Stock Awards. In determining the
eligibility of an individual to receive an Option or Stock Award and the number
of shares to be granted to such individual, the Committee may take into account
the position and responsibilities of the individual, the nature of the services
rendered by the individual, the individual's present and potential contributions
to the success of the Corporation and such other factors as the Committee in its
discretion may deem relevant; provided, however, that in no event shall the fair
market value of the Common Stock with respect to which ISOs shall become
exercisable for the first time by an optionee in any one calendar year exceed
$100,000 (the fair market value of the Common Stock shall be determined at the
time the ISO is granted). To the extent that the fair market value of the Common
Stock with respect to which ISOs become exercisable for the first time by an
optionee in one calendar year exceeds $100,000, such ISOs shall be treated as
NSOs.

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     4. Shares of Stock Subject to the Plan. Subject to the provisions of
Section 6 below, the Board shall reserve an aggregate of Six Hundred Fifty
Thousand (650,000) shares of Common Stock for issuance upon the exercise of
options and the grant of stock awards. The Board may from time to time reserve
additional shares of Common Stock for issuance under Options and Stock Awards;
provided, however, that any such increase shall be approved by the shareholders
within 12 months thereafter. If any Option or Stock Award granted under the Plan
shall expire or terminate for any reason without having been exercised in full,
or if any unvested shares granted hereunder are forfeited to or repurchased by
the Company at the original purchase price, the shares of Common Stock subject
to the expired or terminated option and the forfeited or repurchased shares
shall again be available for grant under the Plan.

     5. Option Price. The purchase price of the shares of Common Stock covered
by each option shall be determined by the Committee at the time the option is
granted, but in no event shall the purchase price of ISOs be less than 100% (or
110%, in the case of a 10% shareholder as described in Code Section 422(b)(6) (a
"10% Shareholder")) of the fair market value of the Common Stock on the date of
grant. If the shares are traded in the over-the-counter market, such fair market
value shall be deemed to be the mean between the asked and the bid prices on
such day as reported by Nasdaq. If the stock is traded on an exchange, such fair
market value shall be deemed to be the mean of the high and low prices at which
it is quoted or traded on such day on the exchange on which it generally has the
greatest trading volume.

     6. Adjustment Upon Changes in Capitalization. In the event of a change in
the Corporation's Common Stock by reason of any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, liquidation or
similar action, the Committee shall make an appropriate adjustment of the number
and class of shares of Common Stock subject to and the purchase price for each
then outstanding Option and Stock Award, consistent with and as provided in the
corresponding Option or Stock Award agreement under the Plan. In the event of
any such change in the outstanding Common Stock, the Committee shall adjust
appropriately the aggregate number and class of shares of Common Stock reserved
and available under the Plan appropriately, and the Committee's determination on
adjustment shall be conclusive. Any fractional shares from the computations
pursuant to this Section 6 shall be eliminated, and no adjustment shall be made
for cash dividends or the issuance to stockholders of rights to subscribe for
additional shares or other securities.

     7. Duration and Exercise of Options. The period during which an Option may
be exercised shall be determined by the Committee at the time the Option is
granted and shall not extend more than ten (10) years from the date on which the
Option is granted (or five (5) years, in the case of ISOs granted to a 10%
Shareholder). The term of each Option, once it is granted, may be reduced only
as outlined in Section 9 hereof. Except as provided in the Option agreement
relating to such Option, an Option may be exercised in whole or part at any time
during its term. The Committee may impose vesting or other restrictions on the
exercisability or conditions of the Option. Except as provided in the Option
agreement relating to such Option, the purchase price of the shares of Common
Stock subject to the Option shall be paid in full in cash upon the exercise of
the Option. If the Option agreement so provides, the purchase price may be paid
in whole or in part with: (1) other shares of Common Stock (in the case of
shares acquired on exercise of an option, such shares must have been owned by
the optionee for more than six months on the date of surrender); (2)
consideration received by the Corporation under a cashless exercise program
implemented by the Corporation in connection with the Plan; or (3) such other
consideration and method of payment as may be permitted by law. If the purchase
price is paid in whole or in part with shares, the cash and any shares
surrendered must have a fair market value (determined as of the day preceding
the date of exercise) that is not less than the purchase price for the number of
shares for which the Option is being exercised. An optionee shall not have any
of the rights of a shareholder with respect to the Common Stock subject to the
Option until such shares shall be

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issued to him or her upon the exercise of the Option and the payment of the
purchase price. Except as provided in Section 9 hereof, no Option may be
exercised after termination of the optionee's employment with the Corporation.
In no event may an Option be exercised after the expiration of its term.

     8. Assignability of Option. Each Option granted under this Plan shall be
transferable only by will or by the laws of descent and distribution and shall
be exercisable, during an optionee's lifetime, only by the optionee and his or
her duly appointed legal representatives.

     9. Termination of Employment. The times and conditions upon which an Option
will terminate when an optionee terminates, or the Corporation terminates, his
or her employment relationship with the Corporation shall be determined by the
Committee at the time the Option is granted. In the case of ISOs, in no event
shall the period for exercise following termination exceed three months unless:
(a) the optionee's employment shall have terminated as a result of death or
disability (within the meaning of Section 22(e)(3) of the Code), in which case
such period shall not exceed one year after the date of death or disability, or
(b) the optionee shall have died following termination while the Option was
still exercisable, in which case, such period shall not exceed one year after
the date of death; provided, further, that in no event shall a period for
exercise following termination extend an Option's original term. Nothing in the
Plan or any Option or Stock Award agreement granted pursuant to the Plan shall
confer on any individual any right to continue in the employ of the Corporation
or interfere in any way with the Corporation's right to terminate such
individual's employment.

     10. Stock Awards. Stock Awards shall be awards of Common Stock and rights
to purchase Common Stock under the Plan. The purchase price, if any, the vesting
rate and all other terms and conditions of Stock Awards shall be determined in
each case by the Committee in its discretion and set forth in a written
agreement. The holders of shares of Common Stock acquired pursuant to Stock
Awards shall have all of the rights of shareholders with respect to such shares,
regardless of vesting.

     11. Acceleration of Vesting Upon a Change in Control. Upon the date of a
Change in Control, all outstanding Options shall become fully vested and
exercisable and all Stock Awards shall become fully vested. If a Change in
Control occurs on account of a series of transactions, the date of the Change in
Control shall be the date of the last of such transactions. For purposes of this
Section, "Change in Control" means the occurrence of any of the following
events:

          (a) Any "person" (as such term is used in Sections 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"))
acquires "beneficial ownership" (as such term is used in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Corporation representing
fifty percent (50%) or more of the combined voting power represented by the
Corporation's then outstanding voting securities (the "Voting Power"), but
excluding for this purpose an acquisition by the Corporation or an "affiliate"
(as defined in Rule 12b-2 under the Act) or by an employee benefit plan of the
Corporation or an affiliate.

          (b) The individuals who constitute the Board on the effective date
hereof (individually, an "Incumbent Director" and, collectively, the "Incumbent
Board") cease to constitute at least a majority of the Board, provided that any
director whose nomination was approved by a majority of the Incumbent Board will
be considered a member of the Incumbent Board, but excluding for this purpose
any such individual not otherwise an Incumbent Director whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the directors of the Corporation.

          (c) The shareholders of the Corporation approve a reorganization,
merger or consolidation, in each case, in which the owners of the Voting Power
of the Corporation do not,

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following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of the Voting Power of the corporation
resulting from such reorganization, merger or consolidation.

          (d) The shareholders of the Corporation approve a complete liquidation
or dissolution of the Corporation or a sale or other disposition of all or
substantially all of the assets of the Corporation.

     12. Effectiveness of Plan. The exercise of each Option granted pursuant to
the Plan and the delivery or purchase of shares pursuant to any Stock Award
shall be subject to the requirement that if at any time the Corporation shall
determine, in its discretion, that (a) the listing on any securities exchange or
the registration or qualification under any state or federal law of any shares
of Common Stock otherwise deliverable upon such exercise or delivery, or (b) the
consent or approval of any regulatory body or the shareholders is necessary or
desirable as a condition of, or in connection with, such exercise, delivery or
purchase of shares of Common Stock, then, in any event, such exercise, delivery
or purchase shall not be effective unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions unacceptable to the Corporation.

     13. Termination and Expiration of the Plan. The Plan may be abandoned or
terminated at any time by the Board except with respect to Options or Stock
Awards then outstanding under the Plan. Unless terminated earlier in accordance
with this Section 13, the Plan shall terminate when all shares of Common Stock
reserved for issuance under the Plan have been issued. No Option or Stock Award
shall be granted pursuant to the Plan after February 21, 2012.

     14. Amendment of the Plan. The Board may at any time and from time to time
modify and amend the Plan (including the form of any Option agreement or Stock
Award agreement to be executed pursuant hereto) in such respects as the Board
may deem advisable; provided, however, that no such amendment shall change the
number of shares of Common Stock reserved under the Plan (except in accordance
with Section 6 hereof) or the class of employees eligible to participate in the
Plan unless the amendment shall have received the approval of the shareholders
of the Corporation and such other approval as may be required by applicable law.
No termination, modification or amendment of the Plan shall, without the consent
of the optionee or grantee, affect such optionee's or grantee's rights under an
Option or Stock Award previously granted to him or her.

     15. Effective Date of Plan. This Plan, as amended and restated, shall be
effective as of February 21, 2002, subject to approval by the shareholders of
the Corporation and such other approval as may be required by applicable law.
This Plan shall not become effective unless such shareholder approval shall be
obtained prior to February 21, 2003.

     16. Applicable Law. Except as otherwise provided herein, the Plan shall be
construed and enforced according to the laws of the State of North Carolina.

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