EXHIBIT 10.1

                           EXHIBIT 10.1

             SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second
Amendment") dated as of March 27, 1997 is made and entered into by
and between Xxxxxxx Xxxxx (the "Executive") and Capital Bank, a
Florida corporation (the "Company").

     WHEREAS, the Executive and the Company desire to amend the
Employment Agreement, as amended, dated as of January 1, 1996 by
and between the Executive and the Company to modify certain terms
thereof (the "Agreement"); and

     WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company to amend the Agreement as set
forth below and has authorized and directed management of the
Company to execute and deliver this Second Amendment;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Section 5.6 (a) of the Agreement is hereby amended by
deleting the first sentence and substituting in lieu thereof as
follows:

         "(a)  In the event that a Change in Control (as defined in
paragraph (b) of this Section 5.6) in the Company shall occur
during the Initial Term, and within one year after the date of the
Change in Control, (i) the Executive's Base Salary in effect
immediately prior to the Change  in Control is reduced or (ii) the
Executive is (x) assigned any position, duties or responsibilities
that are significantly diminished or changed when compared with the
position, duties or responsibilities of the Executive prior to such
Change in Control, (y) forced to relocate to another location more
than 25 miles from his location prior to the Change in Control, or
(z) no longer provided coverage under benefit programs in existence
prior to the Change in Control (unless a comparable substitute is
offered); then the Executive, by written notice to the Company at
any time within the thirty (30) day period following the occurrence
of an event described in clauses (i) and (ii) of this Section
5.6(a), shall have the right to terminate his employment
hereunder."

     2.  All provisions of the Agreement, except as expressly
amended by this Second Amendment, shall remain in full force and
effect.




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     IN WITNESS WHEREOF, the Executive and the Company have
executed this Second Amendment effective as of the date first above
written.

                            CAPITAL BANK


                            By:   /s/ Xxxxxx X. Xxxxx
                            --------------------------------------
                            Xxxxxx X. Xxxxx, Chairman of the Board,
                            Chief Executive Officer and President 

                            EXECUTIVE


                                  /s/ Xxxxxxx Xxxxx
                            --------------------------------------
                            Xxxxxxx Xxxxx


















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