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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File No. 0-25023





First Capital, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Indiana                                                        |  | 35-2056949                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)

220 Federal Drive NW, Corydon,
Indiana 47112

(Address of principal executive offices) (Zip Code)

Registrants telephone number including area code 1-812-738-2198

Not applicable

(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act.



|             |  |                         |  |   |  |                           |  |  
|------------ |  | ----------------------- |  | - |  | ------------------------- |  | -
|(Check one): |  | Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|             |  |                         |  |  
|             |  | Non-accelerated Filer   |  |  ̈ |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

Indicate
the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 2,787,309 shares of common stock were outstanding as of October 29, 2010.









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##### Table of Contents



FIRST CAPITAL, INC.

INDEX



|           |  |                                                                                                                      |    |      |        | 
|---------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | ---- | ------ | 
|           |  |                                                                                                                      |    | Page |       
|Part I     |  | Financial Information                                                                                                |    |      |        | 
|           |  |                                                                                                                     
|           |  | Item 1. Consolidated Financial Statements                                                                            |    |      |        | 
|           |  |                                                                                                                     
|           |  | Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009
(unaudited)                               |    |      | 3      | 
|           |  |                                                                                                                     
|           |  | Consolidated Statements of Income for the three months and nine months ended September 30, 2010 and 2009 (unaudited) |    |      | 4      | 
|           |  |                                                                                                                     
|           |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009
(unaudited)              |    |      | 5      | 
|           |  |                                                                                                                     
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                               |    |      | 6-15   | 
|           |  |                                                                                                                     
|           |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                        |    |      | 16-21  | 
|           |  |                                                                                                                     
|           |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                   |    |      | 22 -23 | 
|           |  |                                                                                                                     
|           |  | Item 4. Controls and Procedures                                                                                      |    |      | 24     | 
|           |  |                                                                                                                     
|Part II    |  | Other Information                                                                                                    |    |      |        | 
|           |  |                                                                                                                     
|           |  | Item 1. Legal Proceedings                                                                                            |    |      | 25     | 
|           |  |                                                                                                                     
|           |  | Item 1A. Risk Factors                                                                                                |    |      | 25     | 
|           |  |                                                                                                                     
|           |  | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                  |    |      | 25     | 
|           |  |                                                                                                                     
|           |  | Item 3. Defaults Upon Senior Securities                                                                              |    |      | 26     | 
|           |  |                                                                                                                     
|           |  | Item 4. (Removed and Reserved)                                                                                       |    |      | 26     | 
|           |  |                                                                                                                     
|           |  | Item 5. Other Information                                                                                            |    |      | 26     | 
|           |  |                                                                                                                     
|           |  | Item 6. Exhibits                                                                                                     |    |      | 26     | 
|           | 
|Signatures |  |                                                                                                                      | 27 |     



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##### Table of Contents



PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                        |  |                |         |   |              |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                        |  | September 30,  |         |   | December 31, |  
|                                                                                                                        |  | 2010           |         |   | 2009         |  
|                                                                                                                        |  | (In thousands) |        
|ASSETS                                                                                                                  |  |                |         |   |              |   |         |  
|Cash and due from banks                                                                                                 |  | $              | 19,162  |   |              | $ | 10,430  |  
|Interest bearing deposits with banks                                                                                    |  |                | 2,549   |   |              |   | 5,427   |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total cash and cash equivalents                                                                                         |  |                | 21,711  |   |              |   | 15,857  |  
|                                                                                                                        |  |               
|Securities available for sale, at fair value                                                                            |  |                | 94,620  |   |              |   | 93,729  |  
|Securities-held to maturity                                                                                             |  |                | 33      |   |              |   | 62      |  
|Loans, net                                                                                                              |  |                | 300,559 |   |              |   | 311,092 |  
|Loans held for sale                                                                                                     |  |                | 3,531   |   |              |   | 1,463   |  
|Federal Home Loan Bank stock, at cost                                                                                   |  |                | 3,551   |   |              |   | 3,551   |  
|Foreclosed real estate                                                                                                  |  |                | 1,257   |   |              |   | 877     |  
|Premises and equipment                                                                                                  |  |                | 11,158  |   |              |   | 11,591  |  
|Accrued interest receivable                                                                                             |  |                | 1,954   |   |              |   | 2,054   |  
|Cash value of life insurance                                                                                            |  |                | 5,736   |   |              |   | 5,572   |  
|Goodwill                                                                                                                |  |                | 5,386   |   |              |   | 5,386   |  
|Core deposit intangibles                                                                                                |  |                | 116     |   |              |   | 171     |  
|Other assets                                                                                                            |  |                | 2,834   |   |              |   | 4,129   |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total Assets                                                                                                            |  | $              | 452,446 |   |              | $ | 455,534 |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|                                                                                                                        |  |               
|LIABILITIES                                                                                                             |  |                |         |   |              |   |         |  
|Deposits:                                                                                                               |  |                |         |   |              |   |         |  
|Noninterest-bearing                                                                                                     |  | $              | 44,188  |   |              | $ | 40,473  |  
|Interest-bearing                                                                                                        |  |                | 325,585 |   |              |   | 334,003 |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total Deposits                                                                                                          |  |                | 369,773 |   |              |   | 374,476 |  
|                                                                                                                        |  |               
|Retail repurchase agreements                                                                                            |  |                | 9,223   |   |              |   | 7,949   |  
|Advances from Federal Home Loan Bank                                                                                    |  |                | 22,729  |   |              |   | 24,776  |  
|Accrued interest payable                                                                                                |  |                | 651     |   |              |   | 980     |  
|Accrued expenses and other liabilities                                                                                  |  |                | 1,444   |   |              |   | 1,297   |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total Liabilities                                                                                                       |  |                | 403,820 |   |              |   | 409,478 |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|                                                                                                                        |  |               
|EQUITY                                                                                                                  |  |                |         |   |              |   |         |  
|First Capital, Inc. stockholders equity:                                                                               |  |                |         |   |              |   |         |  
|Preferred stock of $.01 par value per shareAuthorized 1,000,000 shares; none issued                                     |  |                |        |   |              |   |        |  
|Common stock of $.01 par value per shareAuthorized 5,000,000 shares; issued 3,164,420 shares (3,136,207 shares in
2009) |  |                | 32      |   |              |   | 31      |  
|Additional paid-in capital                                                                                              |  |                | 24,313  |   |              |   | 24,025  |  
|Retained earnings-substantially restricted                                                                              |  |                | 30,006  |   |              |   | 28,640  |  
|Accumulated other comprehensive income                                                                                  |  |                | 1,452   |   |              |   | 490     |  
|Less treasury stock, at cost - 377,111 shares (374,292 shares in 2009)                                                  |  |                | (7,285  | ) |              |   | (7,242  | )
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total First Capital, Inc. stockholders equity                                                                          |  |                | 48,518  |   |              |   | 45,944  |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|                                                                                                                        |  |               
|Noncontrolling interest in subsidiary                                                                                   |  |                | 108     |   |              |   | 112     |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|Total Equity                                                                                                            |  |                | 48,626  |   |              |   | 46,056  |  
|                                                                                                                        |  |                |         |   |              |   |         |  
|                                                                                                                        |  |               
|Total Liabilities and Equity                                                                                            |  | $              | 452,446 |   |              | $ | 455,534 |  
|                                                                                                                        |  |                |         |   |              |   |         |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents



PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|---------------------------------------------------------------------- |  | ------------------------------------- | ----- |  | ------------------------------ | - | ----- | ---- |  | - | ------ |  |  | - | ------ | -
|                                                                       |  | Three Months EndedSeptember 30,       |       |  | Nine Months EndedSeptember 30, |  
|                                                                       |  | 2010                                  |       |  | 2009                           |   |       | 2010 |  |   | 2009   | 
|                                                                       |  | (In thousands, except per share data) |      
|INTEREST INCOME                                                        |  |                                       |       | 
|Loans, including fees                                                  |  | $                                     | 4,684 |  |                                | $ | 4,868 |      |  | $ | 14,056 |  |  | $ | 14,774 |  
|Securities:                                                            |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Taxable                                                                |  |                                       | 509   |  |                                |   | 542   |      |  |   | 1,629  |  |  |   | 1,724  |  
|Tax-exempt                                                             |  |                                       | 272   |  |                                |   | 255   |      |  |   | 795    |  |  |   | 737    |  
|Federal Home Loan Bank dividends                                       |  |                                       | 9     |  |                                |   | 37    |      |  |   | 44     |  |  |   | 70     |  
|Fed funds sold and interest bearing deposits with banks                |  |                                       | 9     |  |                                |   | 6     |      |  |   | 21     |  |  |   | 18     |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Total interest income                                                  |  |                                       | 5,483 |  |                                |   | 5,708 |      |  |   | 16,545 |  |  |   | 17,323 |  
|INTEREST EXPENSE                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Deposits                                                               |  |                                       | 1,048 |  |                                |   | 1,489 |      |  |   | 3,434  |  |  |   | 4,673  |  
|Retail repurchase agreements                                           |  |                                       | 21    |  |                                |   | 12    |      |  |   | 55     |  |  |   | 34     |  
|Advances from Federal Home Loan Bank                                   |  |                                       | 257   |  |                                |   | 484   |      |  |   | 779    |  |  |   | 1,556  |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Total interest expense                                                 |  |                                       | 1,326 |  |                                |   | 1,985 |      |  |   | 4,268  |  |  |   | 6,263  |  
|Net interest income                                                    |  |                                       | 4,157 |  |                                |   | 3,723 |      |  |   | 12,277 |  |  |   | 11,060 |  
|Provision for loan losses                                              |  |                                       | 590   |  |                                |   | 980   |      |  |   | 1,470  |  |  |   | 3,364  |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Net interest income after provision for loan losses                    |  |                                       | 3,567 |  |                                |   | 2,743 |      |  |   | 10,807 |  |  |   | 7,696  |  
|NON-INTEREST INCOME                                                    |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Service charges on deposit accounts                                    |  |                                       | 715   |  |                                |   | 620   |      |  |   | 2,029  |  |  |   | 1,792  |  
|Commission income                                                      |  |                                       | 33    |  |                                |   | 38    |      |  |   | 109    |  |  |   | 96     |  
|Gain on sale of mortgage loans                                         |  |                                       | 194   |  |                                |   | 121   |      |  |   | 473    |  |  |   | 439    |  
|Increase in cash surrender value of life insurance                     |  |                                       | 54    |  |                                |   | 56    |      |  |   | 164    |  |  |   | 166    |  
|Other income                                                           |  |                                       | 24    |  |                                |   | 27    |      |  |   | 71     |  |  |   | 69     |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Total non-interest income                                              |  |                                       | 1,020 |  |                                |   | 862   |      |  |   | 2,846  |  |  |   | 2,562  |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|NON-INTEREST EXPENSE                                                   |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Compensation and benefits                                              |  |                                       | 1,792 |  |                                |   | 1,691 |      |  |   | 5,302  |  |  |   | 4,999  |  
|Occupancy and equipment                                                |  |                                       | 356   |  |                                |   | 345   |      |  |   | 1,041  |  |  |   | 1,013  |  
|Data processing                                                        |  |                                       | 285   |  |                                |   | 690   |      |  |   | 529    |  |  |   | 1,161  |  
|Professional fees                                                      |  |                                       | 158   |  |                                |   | 232   |      |  |   | 548    |  |  |   | 547    |  
|Advertising                                                            |  |                                       | 54    |  |                                |   | 72    |      |  |   | 145    |  |  |   | 201    |  
|Other operating expenses                                               |  |                                       | 670   |  |                                |   | 893   |      |  |   | 2,035  |  |  |   | 2,471  |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Total non-interest expense                                             |  |                                       | 3,315 |  |                                |   | 3,923 |      |  |   | 9,600  |  |  |   | 10,392 |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Income (loss) before income taxes                                      |  |                                       | 1,272 |  |                                |   | (318  | )    |  |   | 4,053  |  |  |   | (134   | )
|Income tax expense (benefit)                                           |  |                                       | 359   |  |                                |   | (331  | )    |  |   | 1,144  |  |  |   | (551   | )
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Net Income                                                             |  | $                                     | 913   |  |                                | $ | 13    |      |  | $ | 2,909  |  |  | $ | 417    |  
|Less: net income attributable to noncontrolling interest in subsidiary |  |                                       | 3     |  |                                |   | 3     |      |  |   | 10     |  |  |   | 9      |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Net Income Attributable to First Capital, Inc.                         |  | $                                     | 910   |  |                                | $ | 10    |      |  | $ | 2,899  |  |  | $ | 408    |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|                                                                       |  |                                       |       | 
|Other comprehensive income, net of tax                                 |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Unrealized gain on securities:                                         |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Unrealized holding gains arising during the period                     |  |                                       | 373   |  |                                |   | 748   |      |  |   | 962    |  |  |   | 786    |  
|Less: reclassification adjustment                                      |  |                                       |      |  |                                |   |      |      |  |   |       |  |  |   |       |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Other comprehensive income                                             |  |                                       | 373   |  |                                |   | 748   |      |  |   | 962    |  |  |   | 786    |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Comprehensive Income                                                   |  | $                                     | 1,283 |  |                                | $ | 758   |      |  | $ | 3,861  |  |  | $ | 1,194  |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Earnings per common share attributable to First Capital, Inc.          |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Basic                                                                  |  | $                                     | 0.33  |  |                                | $ |      |      |  | $ | 1.04   |  |  | $ | 0.15   |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|Diluted                                                                |  | $                                     | 0.33  |  |                                | $ |      |      |  | $ | 1.04   |  |  | $ | 0.15   |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  
|                                                                       |  |                                       |       | 
|Dividends per share                                                    |  | $                                     | 0.19  |  |                                | $ | 0.18  |      |  | $ | 0.55   |  |  | $ | 0.54   |  
|                                                                       |  |                                       |       |  |                                |   |       |      |  |   |        |  |  |   |        |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents



PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                       |  |                   |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ---- | - | ------- | -
|                                                                                                       |  | Nine Months Ended |        
|                                                                                                       |  | September 30,     |        
|                                                                                                       |  | 2010              |         |   | 2009 |  
|                                                                                                       |  | (In thousands)    |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                   |  |                   |         |  
|Net income                                                                                             |  | $                 | 2,909   |   |      | $ | 417     |  
|Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: |  |                   |         |   |      |   |         |  
|Amortization of premiums and accretion of discounts on securities, net                                 |  |                   | 666     |   |      |   | 414     |  
|Depreciation and amortization expense                                                                  |  |                   | 683     |   |      |   | 720     |  
|Deferred income taxes                                                                                  |  |                   | 108     |   |      |   | (723    | )
|Increase in cash value of life insurance                                                               |  |                   | (164    | ) |      |   | (166    | )
|Provision for loan losses                                                                              |  |                   | 1,470   |   |      |   | 3,364   |  
|Proceeds from sales of mortgage loans                                                                  |  |                   | 26,245  |   |      |   | 36,458  |  
|Mortgage loans originated for sale                                                                     |  |                   | (27,840 | ) |      |   | (35,856 | )
|Net gain on sale of mortgage loans                                                                     |  |                   | (473    | ) |      |   | (439    | )
|Decrease in accrued interest receivable                                                                |  |                   | 100     |   |      |   | 238     |  
|Decrease in accrued interest payable                                                                   |  |                   | (329    | ) |      |   | (257    | )
|Net change in other assets/liabilities                                                                 |  |                   | 794     |   |      |   | (122    | )
|                                                                                                       |  |                   |         |   |      |   |         |  
|Net Cash Provided By Operating Activities                                                              |  |                   | 4,169   |   |      |   | 4,048   |  
|                                                                                                       |  |                   |         |   |      |   |         |  
|                                                                                                       |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                   |  |                   |         |   |      |   |         |  
|Purchase of securities available for sale                                                              |  |                   | (42,006 | ) |      |   | (29,912 | )
|Proceeds from maturities of securities available for sale                                              |  |                   | 32,304  |   |      |   | 13,525  |  
|Proceeds from maturities of securities held to maturity                                                |  |                   | 21      |   |      |   | 20      |  
|Principal collected on mortgage-backed obligations                                                     |  |                   | 9,661   |   |      |   | 11,273  |  
|Net (increase) decrease in loans receivable                                                            |  |                   | 7,885   |   |      |   | (954    | )
|Proceeds from sale of foreclosed real estate                                                           |  |                   | 798     |   |      |   | 928     |  
|Purchase of premises and equipment                                                                     |  |                   | (194    | ) |      |   | (1,101  | )
|                                                                                                       |  |                   |         |   |      |   |         |  
|Net Cash Provided By (Used In) Investing Activities                                                    |  |                   | 8,469   |   |      |   | (6,221  | )
|                                                                                                       |  |                   |         |   |      |   |         |  
|                                                                                                       |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                   |  |                   |         |   |      |   |         |  
|Net increase (decrease) in deposits                                                                    |  |                   | (4,703  | ) |      |   | 12,737  |  
|Net decrease in advances from Federal Home Loan Bank                                                   |  |                   | (2,047  | ) |      |   | (15,054 | )
|Net increase in retail repurchase agreements                                                           |  |                   | 1,274   |   |      |   | 1,274   |  
|Exercise of stock options                                                                              |  |                   | 282     |   |      |   | 10      |  
|Purchase of treasury stock                                                                             |  |                   | (43     | ) |      |   | (584    | )
|Issuance of preferred shares to noncontrolling interest                                                |  |                   |        |   |      |   | 83      |  
|Dividends paid                                                                                         |  |                   | (1,547  | ) |      |   | (1,502  | )
|                                                                                                       |  |                   |         |   |      |   |         |  
|Net Cash Used In Financing Activities                                                                  |  |                   | (6,784  | ) |      |   | (3,036  | )
|                                                                                                       |  |                   |         |   |      |   |         |  
|                                                                                                       |  |                  
|Net Increase (Decrease) in Cash and Cash Equivalents                                                   |  |                   | 5,854   |   |      |   | (5,209  | )
|Cash and cash equivalents at beginning of period                                                       |  |                   | 15,857  |   |      |   | 22,149  |  
|                                                                                                       |  |                   |         |   |      |   |         |  
|Cash and Cash Equivalents at End of Period                                                             |  | $                 | 21,711  |   |      | $ | 16,940  |  
|                                                                                                       |  |                   |         |   |      |   |         |  

See accompanying notes to consolidated financial statements.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Presentation of Interim Information
|-- | -----------------------------------

First Capital, Inc. (Company) is the thrift holding company for First Harrison Bank (Bank). The information presented in this report relates primarily to the Banks
operations. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are wholly-owned Nevada corporate subsidiaries of the Bank that jointly own First Harrison, LLC, a Nevada limited liability corporation that holds and manages an
investment portfolio. First Harrison REIT, Inc. (REIT) was incorporated as a wholly-owned subsidiary of First Harrison Holdings, Inc. to hold a portion of the Banks real estate mortgage loan portfolio. On January 21, 2009, the
REIT issued 105 shares of 12.5% redeemable cumulative preferred stock with an aggregate liquidation value of $105,000 in a private placement offering in order to satisfy certain ownership requirements to qualify as a real estate investment trust. At
September 30, 2010, this noncontrolling interest represented 0.2% ownership of the REIT.

In the opinion of management,
the unaudited consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position as of September 30, 2010, and the results of operations for the three and nine months ended
September 30, 2010 and 2009 and cash flows for the nine months ended September 30, 2010 and 2009. All of these adjustments are of a normal, recurring nature. Such adjustments are the only adjustments included in the unaudited consolidated
financial statements. Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited
consolidated financial statements and notes have been prepared in accordance with U.S generally accepted accounting principles (GAAP) for interim financial statements and are presented as permitted by the instructions to Form 10-Q.
Accordingly, they do not contain certain information included in the Companys annual audited consolidated financial statements and related footnotes for the year ended December 31, 2009 included in the Form 10-K.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany
balances and transactions have been eliminated in consolidation.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|2. | Comprehensive Income
|-- | --------------------

Comprehensive
income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting
from investments by owners and distributions to owners. Comprehensive income for the Company includes net income attributable to the Company and other comprehensive income representing the net unrealized gains and losses on securities available for
sale. The following table sets forth the components of other comprehensive income and the allocated tax amounts for the three and nine months ended September 30, 2010 and 2009:



|                                                                   |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|------------------------------------------------------------------ |  | ------------------------------- | ---- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                   |  | Three Months EndedSeptember 30, |      |   | Nine Months EndedSeptember 30, |  
|                                                                   |  | 2010                            |      |   | 2009                           |   |       | 2010 |  |   | 2009  |  
|                                                                   |  | (In thousands)                  |      |   | (In thousands)                 |  
|Unrealized gains on securities:                                    |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Unrealized holding gains arising during the period                 |  | $                               | 617  |   |                                | $ | 1,239 |      |  | $ | 1,593 |   |  | $ | 1,302 |  
|Income tax expense                                                 |  |                                 | (244 | ) |                                |   | (491  | )    |  |   | (631  | ) |  |   | (516  | )
|                                                                   |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net of tax amount                                                  |  |                                 | 373  |   |                                |   | 748   |      |  |   | 962   |   |  |   | 786   |  
|Less: reclassification adjustment for gains included in net income |  |                                 |     |   |                                |   |      |      |  |   |      |   |  |   |      |  
|Income tax benefit                                                 |  |                                 |     |   |                                |   |      |      |  |   |      |   |  |   |      |  
|                                                                   |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Net of tax amount                                                  |  |                                 |     |   |                                |   |      |      |  |   |      |   |  |   |      |  
|                                                                   |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Other comprehensive income                                         |  | $                               | 373  |   |                                | $ | 748   |      |  | $ | 962   |   |  | $ | 786   |  
|                                                                   |  |                                 |      |   |                                |   |       |      |  |   |       |   |  |   |       |  



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|3. | Supplemental Disclosure for Earnings Per Share
|-- | ----------------------------------------------



|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|------------------------------------------------------------------------ |  | ----------------------------------------------------------- | --------- |  | ----------------- | - | --------- | --------- |  | - | --------- |  |  | - | --------- | 
|                                                                         |  | Three Months Ended                                          |           |  | Nine Months Ended |  
|                                                                         |  | 9/30/2010                                                   |           |  | 9/30/2009         |   |           | 9/30/2010 |  |   | 9/30/2009 | 
|                                                                         |  | (Dollars in thousands, except for share and per share data) |          
|Basic                                                                    |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Earnings:                                                                |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Net income attributable to First Capital, Inc.                           |  | $                                                           | 910       |  |                   | $ | 10        |           |  | $ | 2,899     |  |  | $ | 408       | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|                                                                         |  |                                                             |           | 
|Shares:                                                                  |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Weighted average common shares outstanding                               |  |                                                             | 2,787,365 |  |                   |   | 2,761,357 |           |  |   | 2,784,446 |  |  |   | 2,775,076 | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|                                                                         |  |                                                             |           | 
|Net income attributable to First Capital, Inc. per common share, basic   |  | $                                                           | 0.33      |  |                   | $ | 0.00      |           |  | $ | 1.04      |  |  | $ | 0.15      | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|                                                                         |  |                                                             |           | 
|Diluted                                                                  |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Earnings:                                                                |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Net income attributable to First Capital, Inc.                           |  | $                                                           | 910       |  |                   | $ | 10        |           |  | $ | 2,899     |  |  | $ | 408       | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Shares:                                                                  |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|Weighted average common shares outstanding                               |  |                                                             | 2,787,365 |  |                   |   | 2,761,357 |           |  |   | 2,784,446 |  |  |   | 2,775,076 | 
|Add: Dilutive effect of outstanding options                              |  |                                                             |          |  |                   |   | 15,530    |           |  |   | 1,388     |  |  |   | 13,500    | 
|Add: Dilutive effect of restricted stock                                 |  |                                                             |          |  |                   |   |          |           |  |   |          |  |  |   |          | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|                                                                         |  |                                                             |           | 
|Weighted average common shares outstanding, as adjusted                  |  |                                                             | 2,787,365 |  |                   |   | 2,776,887 |           |  |   | 2,785,834 |  |  |   | 2,788,576 | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 
|                                                                         |  |                                                             |           | 
|Net income attributable to First Capital, Inc. per common share, diluted |  | $                                                           | 0.33      |  |                   | $ | 0.00      |           |  | $ | 1.04      |  |  | $ | 0.15      | 
|                                                                         |  |                                                             |           |  |                   |   |           |           |  |   |           |  |  |   |           | 



|4. | Stock Option Plan
|-- | -----------------

For
the nine month periods ended September 30, 2010 and 2009, the Company did not recognize any compensation expense related to its stock option plans. Expense is recognized ratably over the five-year vesting period of the options. At
September 30, 2010, there was no unrecognized compensation expense related to nonvested stock options to be recognized over the remaining vesting period. The Black-Scholes option pricing model was used to determine the fair value of the options
granted in prior periods.



|5. | Supplemental Disclosures of Cash Flow Information
|-- | -------------------------------------------------



|                                                                 |  |                                |       |  |      |   |       | 
|---------------------------------------------------------------- |  | ------------------------------ | ----- |  | ---- | - | ----- | 
|                                                                 |  | Nine Months EndedSeptember 30, |      
|                                                                 |  | 2010                           |       |  | 2009 |  
|                                                                 |  | (In thousands)                 |      
|Cash payments for:                                               |  |                                |       |  |      |   |       | 
|Interest                                                         |  | $                              | 4,596 |  |      | $ | 6,520 | 
|Taxes                                                            |  |                                | 851   |  |      |   | 471   | 
|                                                                 |  |                               
|Noncash investing activities:                                    |  |                                |       |  |      |   |       | 
|Transfers from loans to real estate acquired through foreclosure |  |                                |       |  |      |   |       | 
|                                                                 |  |                                | 1,679 |  |      |   | 1,033 | 



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|6. | Fair Value Measurements and Disclosures about Fair Value of Financial Instruments
|-- | ---------------------------------------------------------------------------------

Effective January 1, 2008, the Company adopted the provisions of Accounting Standards Codification (ASC) Topic 820 (formerly
Statement of Financial Accounting Standards (SFAS) No. 157), Fair Value Measurements, for financial assets and financial liabilities. This statement is definitional and disclosure oriented and addresses how companies should approach
measuring fair value when required by GAAP; it does not create or modify any current GAAP requirements to apply fair value accounting. ASC Topic 820 prescribes various disclosures about financial statement categories and amounts which are measured
at fair value, if such disclosures are not already specified elsewhere in GAAP.

Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes a fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted market price in an active market provides the most
reliable evidence of fair value and shall be used to measure fair value whenever available.                                                                                                                                             
|         | 
|Level 2: |  | Inputs to the valuation methodology include quoted market prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted market
prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other
means.
|         | 
|Level 3: |  | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is
determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.                                                                 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



A description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Companys financial and nonfinancial assets carried at fair value
or the lower of cost or fair value. The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of September 30, 2010. The Company had no liabilities measured at fair value as of
September 30, 2010.



|                                        |  |                |       |  |         |   |        |         |  |   |       |  |  |   |        | 
|--------------------------------------- |  | -------------- | ----- |  | ------- | - | ------ | ------- |  | - | ----- |  |  | - | ------ | 
|                                        |  | Carrying Value |      
|                                        |  | Level 1        |       |  | Level 2 |   |        | Level 3 |  |   | Total | 
|                                        |  | (In thousands) |      
|Assets Measured on a Recurring Basis    |  |                |       |  |         |   |        |         |  |   |       |  |  |   |        | 
|                                        |  |                |       | 
|Securities available for sale           |  | $              | 3,135 |  |         | $ | 91,485 |         |  | $ |      |  |  | $ | 94,620 | 
|                                        |  |                |       | 
|Assets Measured on a Nonrecurring Basis |  |                |       |  |         |   |        |         |  |   |       |  |  |   |        | 
|                                        |  |                |       | 
|Impaired loans                          |  |                |      |  |         |   | 5,221  |         |  |   |      |  |  |   | 5,221  | 
|Loans held for sale                     |  |                |      |  |         |   | 3,531  |         |  |   |      |  |  |   | 3,531  | 
|Foreclosed real estate                  |  |                |      |  |         |   | 1,257  |         |  |   |      |  |  |   | 1,257  | 

In general, fair value
is based upon quoted market prices, where available. If quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters or a
matrix pricing model that employs the Bond Market Associations standard calculations for cash flow and price/yield analysis and observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are
recorded at fair value, or the lower of cost or fair value. These adjustments may include unobservable parameters. Any such valuation adjustments have been applied consistently over time. The Companys valuation methodologies may produce a fair
value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Companys valuation methodologies are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation
hierarchy where quoted market prices from reputable third-party brokers are available in an active market. If quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. These
securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data,
market consensus prepayment speeds, credit information, and the securitys terms and conditions, among other factors. Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Impaired Loans. Impaired loans are carried at the present value of
estimated future cash flows using the loans existing rate or the fair value of collateral if the loan is collateral dependent. Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or
market value. For collateral dependent impaired loans, market value is measured based on the value of the collateral securing these loans and is classified as Level 2 in the fair value hierarchy. Collateral may be real estate and/or business assets,
including equipment, inventory and/or accounts receivable, and its fair value is generally determined based on real estate appraisals or other independent evaluations by qualified professionals. Impaired loans are reviewed and evaluated on at least
a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Loans
Held for Sale. Loans held for sale are carried at the lower of cost or market value. The portfolio is comprised of residential real estate loans and fair value is based on specific prices of underlying contracts for sales to
investors. These measurements are classified as Level 2.

Foreclosed Real Estate. Foreclosed real estate is
reported at the lower of cost or fair value less estimated costs to dispose of the property using Level 2 inputs. The fair values are determined by real estate appraisals using valuation techniques consistent with the market approach using recent
sales of comparable properties. In cases where such inputs are unobservable, the balance is reflected within the Level 3 hierarchy.

There were no transfers into or out of the Companys Level 3 financial assets for the nine months ended September 30, 2010. In addition, there were no transfers into or out of Levels 1 and 2 of
the fair value hierarchy during the nine months ended September 30, 2010.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



GAAP requires disclosure of the fair value of financial assets and financial
liabilities, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in
immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The estimated fair values of the Companys financial instruments are as follows:



|                                              |  |                    |         |  |                   |   |         |                |  |   |            |  |  |   |         | 
|--------------------------------------------- |  | ------------------ | ------- |  | ----------------- | - | ------- | -------------- |  | - | ---------- |  |  | - | ------- | 
|                                              |  | September 30, 2010 |         |  | December 31, 2009 |  
|                                              |  | CarryingAmount     |         |  | Fair Value        |   |         | CarryingAmount |  |   | Fair Value | 
|                                              |  | (In thousands)     |        
|Financial assets:                             |  |                    |         |  |                   |   |         |                |  |   |            |  |  |   |         | 
|Cash and cash equivalents                     |  | $                  | 21,711  |  |                   | $ | 21,711  |                |  | $ | 15,857     |  |  | $ | 15,857  | 
|Securities available for sale                 |  |                    | 94,620  |  |                   |   | 94,620  |                |  |   | 93,729     |  |  |   | 93,729  | 
|Securities held to maturity                   |  |                    | 33      |  |                   |   | 34      |                |  |   | 62         |  |  |   | 64      | 
|Loans held for sale                           |  |                    | 3,531   |  |                   |   | 3,531   |                |  |   | 1,463      |  |  |   | 1,487   | 
|                                              |  |                    |         | 
|Loans, net                                    |  |                    | 300,559 |  |                   |   | 314,147 |                |  |   | 311,092    |  |  |   | 319,295 | 
|                                              |  |                    |         | 
|Federal Home Loan Bank stock                  |  |                    | 3,551   |  |                   |   | 3,551   |                |  |   | 3,551      |  |  |   | 3,551   | 
|Accrued interest receivable                   |  |                    | 1,954   |  |                   |   | 1,954   |                |  |   | 2,054      |  |  |   | 2,054   | 
|                                              |  |                    |         | 
|Financial liabilities:                        |  |                    |         |  |                   |   |         |                |  |   |            |  |  |   |         | 
|Deposits                                      |  |                    | 369,773 |  |                   |   | 373,267 |                |  |   | 374,476    |  |  |   | 377,928 | 
|Retail repurchase agreements                  |  |                    | 9,223   |  |                   |   | 9,223   |                |  |   | 7,949      |  |  |   | 7,949   | 
|Advances from Federal Home Loan Bank          |  |                    | 22,729  |  |                   |   | 23,719  |                |  |   | 24,776     |  |  |   | 25,886  | 
|Accrued interest payable                      |  |                    | 651     |  |                   |   | 651     |                |  |   | 980        |  |  |   | 980     | 
|                                              |  |                    |         | 
|Off-balance-sheet financial instruments:      |  |                    |         |  |                   |   |         |                |  |   |            |  |  |   |         | 
|Asset related to commitments to extend credit |  |                    |        |  |                   |   |        |                |  |   |           |  |  |   | 72      | 

The carrying amounts
in the preceding table are included in the consolidated balances sheets under the applicable captions. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to
estimate that value:

Cash and Cash Equivalents

For cash and cash equivalents, including cash and due from banks, interest-bearing deposits with banks, and federal funds sold, the
carrying amount is a reasonable estimate of fair value.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Debt and Equity Securities

For marketable equity securities, the fair values are based on quoted market prices. For debt securities, the Company obtains fair value
measurements from an independent pricing service and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data,
market consensus prepayment speeds, credit information, and the securitys terms and conditions, among other factors. For Federal Home Loan Bank stock, a restricted equity security, the carrying amount is a reasonable estimate of fair value
because it is not marketable.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining
maturities. The carrying amount of accrued interest receivable approximates its fair value.

Deposits

The fair value of demand deposits, savings accounts, money market deposit accounts and other transaction accounts is the amount payable on
demand at the balance sheet date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. The carrying amount of
accrued interest payable approximates its fair value.

Borrowed Funds

The carrying amounts of retail repurchase agreements approximate their fair value. The fair value of advances from Federal Home Loan Bank
is estimated by discounting the future cash flows using the current rates at which similar loans with the same remaining maturities could be obtained.

Commitments to Extend Credit

The majority of commitments to extend credit
would result in loans with a market rate of interest if funded. The fair value of these commitments are the fees that would be charged to customers to enter into similar agreements. For fixed rate loan commitments, the fair value also considers the
difference between current levels of interest rates and the committed rates.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|7. | Recent Accounting Pronouncements
|-- | --------------------------------

The following are summaries of recently issued accounting pronouncements that impact the accounting and reporting practices of the Company:

In June 2009, the FASB issued two standards which change the way entities account for securitizations and special-purpose entities: SFAS
No. 166, Accounting for Transfers of Financial Assets(ASC Topic 860) and SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (ASC Topic 810).SFAS No. 166 is a revision to SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and requires more information about transfers of financial assets, including securitization transactions, and where entities have continuing
exposure to the risks related to transferred financial assets. This statement eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional
disclosures. SFAS No. 167 is a revision to FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities, and changes how a reporting entity determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entitys purpose
and design and the reporting entitys ability to direct the activities of the other entity that most significantly impact the other entitys economic performance. These new standards require a number of new disclosures. SFAS No. 167
requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its
involvement with a variable interest entity affects the reporting entitys financial statements. SFAS No. 166 enhances information reported to users of financial statements by providing greater transparency about transfers of financial
assets and an entitys continuing involvement in transferred financial assets. These statements are effective at the start of a reporting entitys first fiscal year beginning after November 15, 2009, or January 1, 2010, for a
calendar year-end entity. Early application was not permitted. The adoption of these statements did not have a material effect on the Companys consolidated financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic
820)  Improving Disclosures about Fair Value Measurements. This ASU provides amendments to ASC Topic 820 to provide users of financial statements with additional information regarding fair value. New disclosures required by the ASU
include: (a) disclosure of significant transfers between Level 1 and Level 2 and the reasons for such transfers, (b) disclosure of the reasons for transfers in or out of Level 3 and the reconciliation of the changes in Level 3 fair value
measurements should present separately information about purchases, sales, and settlements on a gross basis rather than as a net amount, (c) disclosure of significant transfers into Level 3 separately from significant transfers out of Level 3,
and (d) disclosure of the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for Level 2 and Level 3 and the reason for any changes in valuation methods. This ASU will
generally be effective for interim and annual periods beginning after December 15, 2009. However, disclosures of purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements will be effective
for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a material effect on the Companys consolidated financial position or results of operations.



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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855)
 Amendments to Certain Recognition and Disclosure Requirements. The amendments in the ASU remove the requirement for companies that are subject to the periodic reporting requirements of the Exchange Act to disclose a date through which
subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. The FASB
believes these amendments alleviate potential conflicts with the SECs requirements. All of the amendments in the ASU were effective upon issuance, except for the use of the issued date for conduit debt obligors, which was effective for interim
or annual periods ending after June 15, 2010. The adoption of this ASU did not have a material effect on the Companys consolidated financial position or results of operations.

In April 2010, the FASB issued ASU No. 2010-18, Effect of a Loan Modification When the Loan Is Part of a Pool That Is
Accounted for as a Single Asset (Topic 310). Under the amendments, modifications of loans that are accounted for within pools under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans
would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. However, loans within
the scope of Subtopic 310-30 that are accounted for individually will continue to be subject to the troubled debt restructuring accounting provisions. The ASU is effective for modifications of loans accounted for within pools under Subtopic 310-30
occurring in the first interim or annual period ending after July 15, 2010. The adoption of this ASU did not have a material impact on the Companys consolidated financial position or results of operations.

In July 2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses. The guidance requires additional disclosure to facilitate financial statement users evaluation of the following: (1) the nature of credit risk inherent in the entitys loan portfolio, (2) how
that risk is analyzed and assessed in arriving at the allowance for loan losses, and (3) the changes and reasons for those changes in the allowance for loan losses. For public companies, increased disclosures as of the end of a reporting
period are effective for periods ending on or after December 15, 2010. Increased disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after
December 15, 2010. The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial position or results of operations.



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PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Safe Harbor Statement for Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are
not historical facts; rather they are statements based on the Companys current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as
expects, believes, anticipates, intends and similar expressions.

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the
Companys actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general
economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio;
loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in Part II of this Form 10-Q and in our Annual Report on Form 10-K for the year ended
December 31, 2009 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 under Item 1A. Risk Factors. These factors should be considered in evaluating the forward-looking statements and undue reliance should not
be placed on such statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

During the nine months ended
September 30, 2010, there was no significant change in the Companys critical accounting policies or the application of critical accounting policies as disclosed in the Companys Annual Report on Form 10-K for the year ended
December 31, 2009.

Financial Condition

Total assets decreased from $455.5 million at December 31, 2009 to $452.4 million at September 30, 2010, a decrease of 0.7%.

Net loans receivable (excluding loans held for sale) decreased $10.5 million from $311.1 million at December 31, 2009 to $300.6
million at September 30, 2010. Residential mortgages decreased $10.7 million during the nine months ended September 30, 2010. This was partially offset by increases of $870,000 and $847,000 in commercial business loans and commercial
mortgage loans, respectively. The decrease in residential mortgage loans is due to loan payoffs that have not been replaced by new originations as the Bank has continued to sell fixed rate residential mortgage loans in the secondary market.



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PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.



Securities available for sale increased $891,000 from $93.7 million at December 31,
2009 to $94.6 million at September 30, 2010. Purchases of $42.0 million of securities classified as available for sale were made during the nine months ended September 30, 2010 and consisted primarily of U.S. government agency debt
securities, collateralized mortgage obligations and municipal securities. Maturities and principal repayments of these securities totaled $32.3 million and $9.7 million, respectively, for the nine months ended September 30, 2010.

Cash and cash equivalents increased from $15.9 million at December 31, 2009 to $21.7 million at September 30, 2010 due to an
increase in cash and due from banks of $8.7 million partially offset by a decrease of $2.9 million in interest bearing deposits with banks.

Total deposits decreased 1.3% from $374.5 million at December 31, 2009 to $369.8 million at September 30, 2010. Time deposits decreased $16.6 million during the period as some customers have
opted not to lock in to long-term commitments while rates are at the current low levels. Interest-bearing demand deposits and savings accounts increased $8.2 million during the period primarily due to the Banks successful efforts at attracting
new public fund accounts in its market area. Noninterest-bearing demand deposits also increased $3.7 million primarily due to enhanced marketing efforts aimed at commercial customers in the Banks market area.

Federal Home Loan Bank borrowings decreased from $24.8 million at December 31, 2009 to $22.7 million at September 30, 2010. New
advances of $9.5 million were drawn during the period while principal repayments of $11.5 million were made.

Retail
repurchase agreements, which represent overnight borrowings from deposit customers, including businesses and local municipalities, increased from $7.9 million at December 31, 2009 to $9.2 million at September 30, 2010.

Total stockholders equity attributable to the Company increased from $45.9 million at December 31, 2009 to $48.5 million at
September 30, 2010. This increase was primarily the result of retained net income of $1.4 million and a net unrealized gain of $962,000 on securities available for sale during the period.

Results of Operations

Net Income attributable to the Company for the nine-month periods ended September 30, 2010 and 2009. Net income attributable
to the Company was $2.9 million ($1.04 per share diluted) for the nine months ended September 30, 2010 compared to $408,000 ($0.15 per share diluted) for the nine months ended September 30, 2009. During 2010, the Company experienced
increases in net interest income after the provision for loan losses and noninterest income, and a decrease in noninterest expenses.

Net Income attributable to the Company for the three-month periods ended September 30, 2010 and 2009. Net income attributable to the Company was $910,000 ($0.33 per share diluted) for the
three months ended September 30, 2010 compared to $10,000 for the same period in 2009. Diluted earnings per share for the 2009 period were negligible. During the three months ended September 30, 2010, the Company experienced increases in
net interest income after the provision for loan losses and noninterest income, and a decrease in noninterest expenses.



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PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.



Net interest income for the nine-month periods ended September 30, 2010 and
2009. Net interest income increased $1.2 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 primarily due to an increase in the tax-equivalent interest rate spread.

Total interest income decreased $778,000 during the nine months ended September 30, 2010 compared to the same period in 2009. During
the nine months ended September 30, 2010, the average balance of interest-earning assets and their tax-equivalent yield were $422.0 million and 5.36%, respectively. During the same period in 2009, the average balance of those assets was $421.7
million and the tax-equivalent yield was 5.60%. The decrease in the tax-equivalent yield was due to a decrease in yields across all asset types as the Federal Open Market Committee (FOMC) kept interest rates near historic low levels. The change in
asset mix also contributed to the lower yield as the average balance of investment securities, which generally have lower yields than loans, increased from $86.0 million for the nine months ended September 30, 2009 to $102.3 million for the
same period in 2010, while the average balance of loans decreased from $322.3 million for 2009 to $312.9 million for 2010.

Total interest expense decreased $2.0 million for the nine months ended September 30, 2010 compared to the nine months ended
September 30, 2009. The average balance of interest-bearing liabilities increased from $366.2 million in 2009 to $369.3 million in 2010 while the average rate paid on interest-bearing liabilities decreased from 2.28% in 2009 to 1.54% in 2010.
As a result, the tax-equivalent interest rate spread increased from 3.32% during the first nine months of 2009 to 3.82% for the same period in 2010.

Net interest income for the three-month periods ended September 30, 2010 and 2009. Net interest income increased from $3.7 million for the three months ended September 30, 2009 to $4.2
million for the same period in 2010 primarily due to an increase in the tax-equivalent interest rate spread.

Total interest
income decreased $225,000 for the three months ended September 30, 2010 compared to the same period in 2009 due to decreases in the average balance of interest-earning assets and their tax-equivalent yields. For the quarter ended
September 30, 2009, interest-earning assets had an average balance of $422.7 million and a tax-equivalent yield of 5.54%, compared to $412.6 million and 5.45%, respectively, during the same period in 2010.

Total interest expense decreased $659,000 for the three months ended September 30, 2010 compared to the same period in 2009. The
average balance of interest-bearing liabilities decreased from $368.1 million in 2009 to $360.0 million in 2010 while the average cost of interest-bearing liabilities decreased from 2.16% in 2009 to 1.47% in 2010.

As a result of the changes described above, the tax-equivalent interest rate spread increased from 3.38% in the quarter ended
September 30, 2009 to 3.98% during the same period in 2010.

Provision for loan losses. The
provision for loan losses decreased from $980,000 for the three-month period ended September 30, 2009 to $590,000 for the same period in 2010. The decrease in the provision for loan losses for 2010 compared to 2009 is primarily due to a
decrease in net charge offs for the periods. Net charge offs amounted to $354,000 for the three-month period ended September 30, 2010, compared to $1.2 million for the three-month period ended September 30, 2009. Of the $1.2 million
charged off in the period ended September 30, 2009, $919,000 was due to a single commercial credit relationship.



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##### Table of Contents

PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.



The provision for loan losses was $1.5 million for the nine-month period ended
September 30, 2010 compared to $3.4 million for the same period in 2009. The decrease in the provision for loan losses for 2010 was primarily due to specific reserves on two commercial credit relationships totaling approximately $1.6 million
that were recorded during 2009. Management began the recovery process on one of the relationships during 2010. Charge offs totaling $1.2 million were recorded as a result of this relationship during 2010 and $419,000 was transferred from loans to
foreclosed real estate.

Provisions for loan losses are charges to earnings to maintain the total allowance for loan losses at
a level considered adequate by management to provide for probable known and inherent loan losses based on managements evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends
in historical loss experience, specified impaired loans and economic conditions. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and
other conditions that may be beyond the Banks control. While the Bank maintains the allowance for loan losses at a level that it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be
made to the allowance for loan losses and that actual losses will not exceed the estimated amounts.

The methodology used in
determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk characteristics common to groups of loans, determining and measuring impairment of individual loans based on the present value of expected future
cash flows or the fair value of collateral, and determining and measuring impairment for groups of loans with similar characteristics by applying loss factors that consider the qualitative factors which may affect the loss rates.

The allowance for loan losses was $4.2 million at September 30, 2010 compared to $4.9 million at December 31, 2009. Management
has deemed these amounts as adequate on those dates based on its best estimate of probable known and inherent loan losses. At September 30, 2010, nonperforming loans amounted to $7.7 million compared to $9.5 million at December 31, 2009.
Included in nonperforming loans at September 30, 2010 are loans over 90 days past due secured by residential mortgages of $189,000 and consumer loans of $43,000. These loans are accruing interest as the estimated value of the collateral and
collection efforts are deemed sufficient to ensure full recovery. Nonperforming loans also included nonaccrual loans totaling $7.5 million and $8.4 million at September 30, 2010 and December 31, 2009, respectively.

Noninterest income for the nine-month periods ended September 30, 2010 and 2009. Noninterest income increased
to $2.8 million for the nine months ended September 30, 2010 from $2.6 million for the nine months ended September 30, 2009. Service charges on deposit accounts increased $237,000 when comparing the two periods, primarily due to an
increase in fees for debit card transactions as customers continue to increase their use of debit cards.



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##### Table of Contents

PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.



Noninterest income for the three-month periods ended September 30, 2010 and
2009. Noninterest income for the quarter ended September 30, 2010 increased to $1.0 million compared to $862,000 for the quarter ended September 30, 2009. Service charges on deposit accounts and gains on the sale of mortgage loans
increased $95,000 and $73,000, respectively, when comparing the two periods.

Noninterest expense for the nine-month
periods ended September 30, 2010 and 2009. Noninterest expense decreased to $9.6 million for the nine months ended September 30, 2010 compared to $10.4 million for the same period in 2009. Data processing expenses decreased $632,000
when comparing the two periods, primarily due to a $659,000 decrease in ATM processing fees. This decrease was primarily due to disputed charges paid in 2009 of which the Bank recovered $278,000 in the first quarter of 2010. Other operating expenses
decreased $436,000 when comparing the two periods primarily due to a $196,000 decrease in FDIC insurance premiums. The premium in 2009 included $207,000 for the special assessment imposed on all banks by the FDIC effective June 30, 2009 and
payable on September 30, 2009. These were partially offset by an increase of $303,000 in compensation and benefits primarily due to normal salary increases and an increase in staff due to the opening of the Banks Lanesville, Indiana
office in June 2009.

Noninterest expense for the three-month periods ended September 30, 2010 and 2009.
Noninterest expense for the quarter ended September 30, 2010 decreased $608,000 when compared to the quarter ended September 30, 2009. Data processing expenses decreased $405,000 when comparing the two periods primarily due to the disputed
ATM charges and partial recovery discussed above. Other operating expenses decreased $223,000 primarily due to decreases in losses and expenses related to the acquisition and sale of foreclosed real estate and in FDIC deposit insurance premiums.

Income tax expense. The Company recognized income tax expense of $1.1 million for the nine-month period ended
September 30, 2010, compared to an income tax benefit of $551,000 for the same period in 2009. The increase in income tax expense for 2010 is primarily due to an increase in income before taxes for the period. Income tax expense for the
three-month period ended September 30, 2010 was $359,000, compared to an income tax benefit of $331,000 for the same quarter in 2009. The income tax benefit for 2009 is primarily due to tax exempt income and losses before income taxes for the
period. The effective tax rate for both the three months and nine months ended September 30, 2010 was 28.2%.

Liquidity and Capital
Resources

The Banks primary sources of funds are customer deposits, proceeds from loan repayments, maturing
securities and FHLB advances. While loan repayments and maturities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At
September 30, 2010, the Bank had cash and cash equivalents of $21.7 million and securities available-for-sale with a fair value of $94.6 million. If the Bank requires funds beyond its ability to generate them internally, it has additional
borrowing capacity with the FHLB of Indianapolis and additional collateral eligible for repurchase agreements.



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##### Table of Contents

PART I - ITEM 2

MANAGEMENTS DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.



The Banks primary investing activities are the origination of one-to-four family
mortgage loans, consumer, multi-family, commercial real estate and residential construction loans. The Bank also invests in U.S. Government and agency securities and mortgage-backed securities issued by U.S. Government agencies.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit
withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

The Bank is required to maintain specific amounts of capital pursuant to OTS regulatory requirements. As of September 30, 2010, the
Bank was in compliance with all regulatory capital requirements, which were effective as of such date with tangible, core and risk-based capital ratios of 9.2%, 9.2% and 15.1%, respectively. The regulatory requirements at that date were 1.5%, 3.0%
and 8.0%, respectively. At September 30, 2010, the Bank was considered well-capitalized under applicable regulatory guidelines.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any
dividends declared to its shareholders. The Company also has repurchased shares of its common stock. The Companys primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the
Company in any calendar year, without the receipt of prior approval from the Office of Thrift Supervision (OTS) but with prior notice to the OTS, cannot exceed net income for that year to date plus retained net income (as defined) for
the preceding two calendar years. On a stand-alone basis, the Company had liquid assets of $371,000 at September 30, 2010.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded on the Companys
financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are primarily used to manage customers requests for funding and take the form of loan commitments and
letters of credit. A further presentation of the Companys off-balance sheet arrangements is presented in the Companys 2009 Annual Report on Form 10-K for the year ended December 31, 2009.

For the nine months ended September 30, 2010, the Company did not engage in any off-balance sheet transactions reasonably likely to
have a material effect on the Companys financial condition, results of operations or cash flows.



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PART I - ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Qualitative Aspects of Market Risk. The Banks principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Bank
has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. In order to reduce the exposure to interest rate fluctuations, the
Bank has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its
assets by emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Bank for its portfolio. The Bank relies on retail deposits as its primary source of funds. Management believes retail deposits,
compared to brokered deposits, reduce the effects of interest rate fluctuations because they generally represent a more stable source of funds.

Quantitative Aspects of Market Risk. The Bank does not maintain a trading account for any class of financial instrument nor does the Bank engage in hedging activities or purchase high-risk
derivative instruments. Furthermore, the Bank is not subject to foreign currency exchange rate risk or commodity price risk.

The Bank uses interest rate sensitivity analysis to measure its interest rate risk by computing changes in net portfolio value
(NPV) of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. NPV represents the market value of portfolio equity and is equal to the market value of
assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or a
sudden and sustained 100 basis point decrease in market interest rates with no effect given to any steps that management might take to counter the effect of that interest rate movement. Using data compiled by the OTS, the Bank receives a report that
measures interest rate risk by modeling the change in NPV over a variety of interest rate scenarios.

The following tables are
provided by the OTS and set forth the change in the Banks NPV at December 31, 2009 and September 30, 2010, based on OTS assumptions that would occur in the event of an immediate change in interest rates, with no effect given to any
steps that management might take to counteract that change.



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PART I - ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.



|         |        |     |                        |   |        |                          |  |   |         |   |  |                                    |     |    |        |  |       |   |  |  |      |    
|-------- | ------ | --- | ---------------------- | - | ------ | ------------------------ |  | - | ------- | - |  | ---------------------------------- | --- | -- | ------ |  | ----- | - |  |  | ---- | ---
|         |        |     | At December 31, 2009   |  
|         |        |     | Net Portfolio Value    |   |        | Net Portfolio Value as a | 
|Change   |        |     | Dollar                 |   |        | Dollar                   |  |   | Percent |   |  | Percent of Present Value of Assets |    
|In Rates |        |     | Amount                 |   |        | Change                   |  |   | Change  |   |  | NPV Ratio                          |     |    | Change | 
|         |        |     | (Dollars in thousands) |  
|         |        |     |                        |   |       
|         | 300    | bp  |                        | $ | 51,262 |                          |  | $ | (9,669  | ) |  |                                    | (16 | )% |        |  | 11.11 | % |  |  | (169 | )bp
|         | 200    | bp  |                        |   | 55,981 |                          |  |   | (4,950  | ) |  |                                    | (8  | )  |        |  | 11.97 |   |  |  | (83  | )bp
|         | 100    | bp  |                        |   | 59,274 |                          |  |   | (1,657  | ) |  |                                    | (3  | )  |        |  | 12.54 |   |  |  | (26  | )bp
|         | Static |     |                        |   | 60,931 |                          |  |   |        |   |  |                                    |    |    |        |  | 12.80 |   |  |  |     | bp 
|         | (100   | )bp |                        |   | 61,405 |                          |  |   | 474     |   |  |                                    | 1   |    |        |  | 12.84 |   |  |  | 4    | bp 
|         |       
|         |        |     | At September 30, 2010  |  
|         |        |     | Net Portfolio Value    |   |        | Net Portfolio Value as a | 
|Change   |        |     | Dollar                 |   |        | Dollar                   |  |   | Percent |   |  | Percent of Present Value of Assets |    
|In Rates |        |     | Amount                 |   |        | Change                   |  |   | Change  |   |  | NPV Ratio                          |     |    | Change | 
|         |        |     | (Dollars in thousands) |  
|         |        |     |                        |   |       
|         | 300    | bp  |                        | $ | 55,724 |                          |  | $ | (4,324  | ) |  |                                    | (7  | )% |        |  | 12.10 | % |  |  | (69  | )bp
|         | 200    | bp  |                        |   | 59,197 |                          |  |   | (851    | ) |  |                                    | (1  | )  |        |  | 12.72 |   |  |  | (7   | )bp
|         | 100    | bp  |                        |   | 60,417 |                          |  |   | 369     |   |  |                                    | 1   |    |        |  | 12.90 |   |  |  | 11   | bp 
|         | Static |     |                        |   | 60,048 |                          |  |   |        |   |  |                                    |    |    |        |  | 12.79 |   |  |  |     | bp 
|         | (100   | )bp |                        |   | 59,420 |                          |  |   | (628    | ) |  |                                    | (1  | )  |        |  | 12.65 |   |  |  | (14  | )bp

The preceding tables
indicate that the Banks NPV would be expected to increase in the event of a sudden and sustained increase in prevailing interest rates of 100 basis points, but would be expected to decrease in the event of a sudden and sustained increase of
200 or 300 basis points or decrease of 100 basis points in prevailing interest rates. The expected decrease in the Banks NPV given a more significant increase in rates is primarily attributable to the relatively high percentage of fixed-rate
loans in the Banks loan portfolio. At September 30, 2010, approximately 51% of the loan portfolio consisted of fixed-rate loans, compared to approximately 52% at December 31, 2009.

Certain assumptions utilized by the OTS in assessing the interest rate risk of savings associations within its region were utilized in
preparing the preceding tables. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the
foregoing tables. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that
restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate
significantly from those assumed in calculating the tables.



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##### Table of Contents



PART I - ITEM 4

CONTROLS AND PROCEDURES

FIRST CAPITAL, INC.

Controls and Procedures

The Companys management, including the Companys principal executive officer and principal financial officer, have evaluated
the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act). Based upon
their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were effective for the purpose of ensuring
that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized, and reported within the time periods specified in the SECs rules
and forms, and (2) is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Companys internal control over financial reporting during the quarter ended September 30,
2010 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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##### Table of Contents



PART II

OTHER INFORMATION

FIRST CAPITAL, INC.



|Item 1. | Legal Proceedings
|------- | -----------------

The
Company is not a party to any legal proceedings. Periodically, there have been various claims and lawsuits involving the Bank, mainly as a plaintiff, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds
security interests, claims involving the making and servicing of real property loans and other issues incident to the Banks business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse
affect on its financial condition or operations.



|Item 1A. | Risk Factors
|-------- | ------------

In addition
to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009 and our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2010, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. However these are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial
condition and/or operating results.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Issuer Purchases of Equity Securities



|                                      |  |                                   |     |  |                                 |   |       |                                                                               |  |  |                                                                              |  |  |  |         | 
|------------------------------------- |  | --------------------------------- | --- |  | ------------------------------- | - | ----- | ----------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------- |  |  |  | ------- | 
|Period                                |  | (a) TotalNumberof SharesPurchased |     |  | (b) AveragePrice
Paid Per
Share |   |       | (c) TotalNumber
of SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms |  |  | (d) MaximumNumber
of Sharesthat May Yet BePurchasedUnder thePlans orPrograms | 
|                                      |  |                                   |     | 
|July 1 throughJuly 31, 2010           |  |                                   | 475 |  |                                 | $ | 15.44 |                                                                               |  |  | 475                                                                          |  |  |  | 191,890 | 
|                                      |  |                                   |     | 
|August 1 throughAugust 31, 2010       |  |                                   |    |  |                                 |   | N/A   |                                                                               |  |  |                                                                             |  |  |  | 191,890 | 
|                                      |  |                                   |     | 
|September 1 throughSeptember 30, 2010 |  |                                   |    |  |                                 |   | N/A   |                                                                               |  |  |                                                                             |  |  |  | 191,890 | 
|                                      |  |                                   |     |  |                                 |   |       |                                                                               |  |  |                                                                              |  |  |  |         | 
|                                      |  |                                   |     | 
|Total                                 |  |                                   | 475 |  |                                 | $ | 15.44 |                                                                               |  |  | 475                                                                          |  |  |  |         | 
|                                      |  |                                   |     |  |                                 |   |       |                                                                               |  |  |                                                                              |  |  |  |         | 

On August 19, 2008, the board of directors authorized the repurchase of up to 240,467 shares
of the Companys outstanding common stock. The stock repurchase program will expire upon the purchase of the maximum number of shares authorized under the program, unless the board of directors terminates the program earlier.



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##### Table of Contents



PART II

OTHER INFORMATION

FIRST CAPITAL, INC.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

Not applicable.



|Item 4. | (Removed and Reserved)
|------- | ----------------------



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Articles of Incorporation of First Capital, Inc. (1)                                                                                                     
|     | 
|3.2  |  | Fourth Amended and Restated Bylaws of First Capital, Inc. (2)                                                                                            
|     | 
|10.1 |  | *Employment Agreement with Samuel E. Uhl (4)                                                                                                             
|     | 
|10.2 |  | *Employment Agreement with M. Chris Frederick (4)                                                                                                        
|     | 
|10.3 |  | *Employment Agreement with Joel E. Voyles (4)                                                                                                            
|     | 
|10.4 |  | *Employee Severance Compensation Plan (3)                                                                                                                
|     | 
|10.5 |  | *First Federal Bank, A Federal Savings Bank 1994 Stock Option Plan (as assumed by First Capital, Inc. effective December 31, 1998) (5)                   
|     | 
|10.6 |  | *First Capital, Inc. 1999 Stock-Based Incentive Plan (6)                                                                                                 
|     | 
|10.7 |  | *1998 Officers and Key Employees Stock Option Plan for HCB Bancorp (6)                                                                                 
|     | 
|10.8 |  | *Employment Agreement with William W. Harrod (4)                                                                                                         
|     | 
|10.9 |  | * First Capital, Inc. 2009 Equity Incentive Plan (7)                                                                                                     
|     | 
|11.0 |  | Statement Re: Computation of Per Share Earnings (incorporated by reference to Note 3 of the Unaudited Consolidated Financial Statements contained herein)
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                        
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                        
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer                                                                                                    
|     | 
|32.2 |  | Section 1350 Certification of Chief Financial Officer                                                                                                    



|* | Management contract or compensatory plan, contract or arrangement.
|- | ------------------------------------------------------------------

|(1) | Incorporated by reference from the Exhibits filed with the Registration Statement on Form SB-2, and any amendments thereto, Registration No. 333-63515.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Quarterly Report on Form 10-QSB for the quarter ended December 31, 1998.
|--- | ---------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 1999.
|--- | ---------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from the Exhibits filed with the Registration Statement on Form S-8, and any amendments thereto, Registration Statement No. 333-76543.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from the Exhibits filed with the Registration Statement on Form S-8, and any amendments thereto, Registration Statement No. 333-95987.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the appendix to the Companys definitive proxy materials on Schedule 14A filed with the Securities and Exchange Commission on
April 9, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |  |  |                     |  |                                         
|---------------------- |  |  |  | ------------------- |  | ----------------------------------------
|                       |  |  |  | FIRST CAPITAL, INC.
|                       |  |  |  | (Registrant)       
|                       |  |  | 
|DatedNovember 10, 2010 |  |  |  | BY:                 |  | /s/ William W. Harrod                   
|                       |  |  |  |                     |  | William W. Harrod                       
|                       |  |  |  |                     |  | President and CEO                       
|                       |  |  | 
|DatedNovember 10, 2010 |  |  |  | BY:                 |  | /s/ Michael C. Frederick                
|                       |  |  |  |                     |  | Michael C. Frederick                    
|                       |  |  |  |                     |  | Senior Vice President, CFO and Treasurer