<PAGE>


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS SECOND AMENDMENT, dated as of September 16, 2003 (this
"Amendment"), to that certain Employment Agreement, dated as of September 16,
2001, as previously amended (the "Agreement"), by and among CNB Holdings Inc., a
Georgia bank holding company, and its wholly-owned subsidiary, Chattahoochee
National Bank (collectively, "CNB"), and Steven G. Deaton ("Employee"), a
resident of the State of Georgia.

                                    RECITALS

         CNB and Employee (collectively, the "Parties") recite and declare:

         A.       The Parties have heretofore entered into the Agreement.

         B.       The Parties desire to further amend the Agreement as set forth
below.

         C.       All capitalized terms used in this Agreement without
definition shall have the meanings assigned to them in the Agreement.

                                    SECTION I
                             AMENDMENT OF SECTION 2

         Section 2 of the Agreement is hereby amended to delete in its entirety
Section 2 and substitute, in lieu thereof, the following new Section 2:

         2.       Term. The period of the Employee's employment under this
Agreement shall be deemed to have commenced as of the date of this Agreement,
and shall continue for a period of 46 calendar months thereafter, unless the
Employee dies before the end of such 46 months, in which case the period of
employment shall continue until the end of the month of such death.

                                   SECTION II
                             AMENDMENT OF EXHIBIT A

         Exhibit A, which is referenced in Sections 3 and 5 of the Agreement, is
hereby amended to delete in their entirety the sections bearing the same titles
as those set forth below and substitute, in lieu thereof, the following new
sections of Exhibit A:

<TABLE>
<CAPTION>
SALARY:
Period                Annual Salary Rate
---------             ------------------
<S>                   <C>
9/01-6/02                  121,000
7/02-6/03                  127,000
1/03-6/04                  135,000
7/04-12/04                 144,000
1/05-6/05                  153,000
</TABLE>

<PAGE>

AN ANNUAL PERFORMANCE BONUS PLAN:
Payable each January, based on the performance of Chattahoochee National Bank
(the "Bank") exceeding targeted Net Income Before Tax ("NIBT") as calculated and
determined in accordance with generally accepted accounting principles by the
Bank's independent certified public accountants as set forth below:


<TABLE>
<CAPTION>
             NIBT
For YE       Target         Cash Bonus      ESOP contribution
---------------------------------------------------------------
<S>          <C>            <C>             <C>
2003         $812,000       $20,000         % of base pay to total CNB base pay
                                            times $60,000.
</TABLE>

For the purposes of this Agreement: (i) NIBT shall exclude any gains or losses
on investment securities as required by Statement of Financial Accounting
Standards No. 115; (ii) NIBT shall be determined after subtracting the sum of
any amount paid to or for the benefit of Employee hereunder and all other
bonuses and compensation paid to the Bank's employees for such period and (iii)
in the event CNB achieves at least 85% of its NIBT Target, then Employee will
receive 55% of the corresponding Cash Bonus and ESOP contribution above, with
that amount increasing by 3% for every 1% that NIBT increases until NIBT exceeds
115% of budget where upon CNB's Compensation Committee will determine the
incentive paid for the performance above that level.

TERMINATION COMPENSATION: If by: (i) CNB without Cause during the term of this
Agreement payment by CNB to Employee as termination compensation in an amount
equal to six months of existing base salary plus medical, hospitalization and
term life insurance; (ii) CNB without Cause during the term of this Agreement,
in the event of a Change in Control of CNB, one year of existing base salary for
payment by CNB to Employee as termination compensation ("Change of Control" of
CNB means any transaction, whether by merger, consolidation, asset sale, tender
offer, reverse stock split or otherwise, which results in the acquisition of
beneficial ownership (as such term is defined under the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended) by any person
or entity or any group of persons or entities acting in concert, of 50% or more
of the outstanding shares of common stock of CNB; provided, however, that the
execution and consummation of any merger transaction by and between First
Capital Bancorp, Inc. and CNB shall be excluded from this definition of Change
of Control); or (iii) CNB with Cause or in the event CNB or the Bank are taken
over by bank regulatory authorities, no termination compensation to Employee.
Non-compete, as defined in this Agreement, shall remain in effect for a time
period equal to the termination compensation.

                                   SECTION III
                            EFFECT OF THIS AMENDMENT

         Except as expressly modified by this Amendment, the parties ratify and
confirm the Agreement in all respects.

                                       2
<PAGE>





         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first written above.


                                         "CNB"

                                         CNB HOLDINGS, INC.


                                                  /S/ H.N. PADGET, JR.
                                         --------------------------------------
                                         H. N. Padget, Jr., President and CEO


                                                  /S/ DAVID R. HINK
                                         --------------------------------------
                                         David R. Hink, Chairman of the
                                         Compensation Committee


                                         CHATTAHOOCHEE NATIONAL BANK


                                                  /S/ H.N. PADGET, JR.
                                         --------------------------------------
                                         H. N. Padget, Jr., President and CEO

                                                  /S/ DAVID R. HINK
                                         --------------------------------------
                                         David R. Hink, Chairman of the
                                         Compensation Committee


                                         "EMPLOYEE"


                                                  /S/ STEVEN G. DEATON
                                         --------------------------------------
                                         Steven G. Deaton


                                       3