**Exhibit 10.3**

 

**FIRST CAPITAL HOLDING CORPORATION**

**(Form of) PHANTOM STOCK APPRECIATION RIGHTSAGREEMENT**

 

I, [     ],FIRST CAPITAL HOLDING CORPORATION, and FIRST NATIONAL BANK OF NASSAU COUNTYhereby agree for good and valuable consideration, the value of which is herebyacknowledged, that I shall participate in the Phantom Stock Appreciation RightsPlan (APlan”) established as of October20, 2004, by FIRST CAPITAL HOLDING COMPANY, as such Plan may now exist orhereafter be modified; and do further agree to the terms and conditionsthereof.

 

I understandthat I must execute this Phantom Stock Appreciation Rights Agreement (“Agreement”)and return a copy to the Administrator in order to participate in the Plan.

 

I understandthat I have been granted the following number of Phantom Stock AppreciationRights Awards:

 
| **Year** | ** ** | **Phantom Stock Appreciation Rights**  | ** ** |
|----------|------------|----------------------------------------|------------|
|     |       |                                   |       |
| 2004     |       | [      ] |       |

 

I understandthat the grant date of my award is October 20, 2004 and that the Fair MarketValue of a share of Phantom Stock on the last applicable Valuation Date isdeemed to be Seventeen Dollars and Thirty-Five Cents ($17.35).

 

TheMeasurement Period with respect to my Awards is Eleven (11) Years.

 

The PayoutPeriod with respect to the payment of my (or my Beneficiary’s) Supplemental Benefitis                                            (     ) month.

 

**In general,** I understand that my receipt (ormy Beneficiary’s receipt) of the Supplemental Benefit shall be subject to allprovisions of the Agreement.

 

In general, Iunderstand that at no time shall I be deemed to have any lien, right, title orinterest in or to any specific investment or to any assets of the HoldingCompany or the Bank.  If the HoldingCompany or the  Bank elect to invest in alife insurance, disability or annuity policy upon my life, then I shall assistthe Holding Company or the Bank by freely submitting to a physical examinationand by supplying such additional information necessary to obtain such insuranceor annuities.

 

I herebydesignate the following individuals as my “**Beneficiary**”and I am aware that I can subsequently change such designation by submitting tothe Administrator, at any subsequent time, and in substantially the formattached hereto as Exhibit C, a written designation of the primary andsecondary Beneficiaries to whom payment under the Agreement shall be made inthe event of my death prior to complete distribution of the benefits due andpayable under the Agreement.  Iunderstand that any

 

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Beneficiary designation made subsequent to execution of the Agreementshall become effective only when receipt thereof is acknowledged in writing bythe Administrator.

 

PRIMARY BENEFICIARY:

 

SECONDARY BENEFICIARY:

 

 

I furtherunderstand that I am entitled to review or obtain a copy of the Agreement, atany time, and may do so by contacting the Bank.

 

This Agreementshall become effective upon execution (below) by both the Participant and aduly authorized officer of the Bank.

 

Dated this     day of                      ,2004.

 

 
|          |   |   |
|---------------|--------|--------|
| (Participant) |   |

 
|                                  |   |   |
|---------------------------------------|--------|--------|
| (Bank’s duly authorized Officer) |   |   |

 

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