SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
 to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

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Filed by a Party
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 Proxy Statement


o  Confidential,
 for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


o  Definitive
 Proxy Statement


x  Definitive
 Additional Materials


o  Soliciting
 Material Pursuant to ss.240.14a-12






CAPE FEAR
 BANK CORPORATION





(Name of
 Registrant as Specified In Its Charter)

 


Maurice
 J. Koury


The Maurice
 and Ann Koury Charitable Trust


The Maurice
 J. Koury Foundation, Inc.


Scott C.
 Sullivan


Miltom E.
 Petty


Mort Neblett



Haywood
 Cochrane, Jr.


James S.
 Mahan III


David Lucht



Robert Isser






(Name of
 Person(s) Filing Proxy Statement, if other than the Registrant)


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MAURICE J. KOURY
P.O.
 BOX 850
BURLINGTON, NC 27216
July 25, 2008
Dear Fellow Cape Fear Bank Corporation Shareholders,

               I trust that
 you have received the proxy statement that I and certain gentlemen that I have nominated
 for the board of directors of Cape Fear Bank Corporation (the “Company”)
 sent to you in connection with the Company’s August 19 annual meeting. I nominated
 these gentlemen to serve as our directors for the next year because I strongly believe
 that our Company needs new leadership and I respectfully request your support in
 electing new directors at the Company’s annual meeting. In making your decision,
 please focus on the future of the Company and consider the following:


•
 
A change
 in the boardroom does not constitute a change in financial ownership. We
 are not trying to take control of the Company. Regardless of the outcome of this
 proxy contest, you will continue as a shareholder and owner of the Company and have
 the same ownership percentage as you do today. Neither my ownership nor those of
 the gentlemen I nominated will change as a result of your voting for our nominees.
 This proxy contest is about all of the shareholders having effective representation
 of their interests in the boardroom, with the goal of creating the institution that
 we all believe that Cape Fear Bank can be. 


 
 
 


•
 
I want,
 for myself and for you, a board of directors dedicated to providing meaningful return
 to shareholders. I believe the current board has failed to do that. From
 1998 through 2007, the Company raised $25.1 million in investor capital. On July
 23, 2008, the Company’s market capitalization was just $24 million. In other
 words, the board of directors has failed to create value for your investment despite
 a decade of opportunity. As the banking business gets more difficult, we must have
 a board of directors with banking expertise and public company experience. Our nominees
 offer this combination. 


 
 
 


•
 
My offer
 to purchase the Company in December 2007 was legitimate. The board rejected
 my offer to buy the Company at a premium ($12.00 per share) in December 2007 without
 ever discussing the offer with me. In its rejection letter, the board stated that
 its goal was for all shareholders to reap the benefits of the Company’s branch
 expansion. Nevertheless, six months later, the Board announced that it was seeking
 to sell the Company. This reversal of position is emblematic of the current board’s lack of focus and direction.


 
 
 


•
 
It is
 the insiders of the Company, not you or me, who will reap the greatest financial
 rewards from a sale of the Company. Like you, I am a shareholder of the Company. If the Company sells, I will receive the same consideration for my shares that
 you will receive. I have not and will not ask to be treated differently from you,
 my fellow shareholders. In contrast, certain insiders of the Company hold unexercised
 options, employment agreements with golden parachutes and severance arrangements
 that bestow generous financial rewards on the insiders upon a sale of the Company
 regardless of what we, the shareholders, receive. This is risk-free profit that
 these individuals would receive upon a sale in addition to the consideration they
 would receive in exchange for their shares of stock. In contrast to the board’s
 claims regarding my intentions, it is the current group of insiders that will reap
 the greatest financial rewards from a sale of the Company, not me or the gentlemen
 that I have nominated as directors.






               I urge you
 to consider the proxy materials we have sent to you. I believe that a careful review
 will result in only one logical conclusion: Vote the BLUE PROXY CARD for change
 at Cape Fear Bank Corporation.
               If you believe
 the Company should strive to achieve its full potential, if you believe that the
 Company cannot afford to continue to operate without effective and focused leadership
 committed to its shareholders, if you believe that generating returns for shareholders
 is more important than compensating management, if you believe that the Company
 can and should be the best community bank in America and, finally, if you believe
 the board of the Company will benefit from the banking and public company experience
 of our nominees, I urge you to join with us in electing Scott C. Sullivan, Mort
 Neblett, Haywood Cochrane, Jr., James “Chip” Mahan III, David Lucht and
 Robert Isser to the board of directors of the Company by voting on the BLUE PROXY
 CARD today.
               If you have
 any questions or need assistance in voting your shares, please call D. F. King
& Co., Inc., which is assisting me with the solicitation of proxies from Company
 shareholders, toll-free at 1-800-290-6427.
               Our nominees
 pledge to work constructively and tirelessly to advance the interests of all Company
 shareholders.
               I thank you
 for your consideration and support.

 
Very truly
 yours,


 



 
Maurice J.
 Koury