Exhibit 10.9.4  **FIRST
AMENDMENT TO THE**
 **CNB
HOLDINGS, INC.**
 **AMENDED
AND RESTATED NON-QUALIFIED STOCK OPTION PLAN**
 
 THIS
FIRST AMENDMENT is made as of March 16, 2005, by FIRST CAPITAL BANCORP, INC., a
Georgia corporation (the “Company”).
 
 WHEREAS,
pursuant to a recent corporate transaction, the Company maintains sponsorship of
the CNB Holdings, Inc. Amended and Restated Non-Qualified Stock Option Plan (the
“Plan”); and
 
 WHEREAS,
the Company desires to amend the Plan to change its name to the First Capital
Bancorp, Inc. Amended and Restated Non-Qualified Stock Option Plan and to modify
its administration and payment upon exercise provisions.
 
 NOW,
THEREFORE, BE IT RESOLVED, that the Company does hereby amend the Plan,
effective as of March 16, 2005, as follows:
 
 1. By adding
the following sentence to the end of Section C:
 
 “To
      the extent required under Section 162(m) of the Internal Revenue Code of
      1986, as amended, and the regulations thereunder, as applicable, for
      compensation to be treated as qualified performance-based compensation,
      subject to adjustment in accordance with Section K, the maximum number of
      shares of Stock with respect to which Options may be granted during any
      calendar year to any employee may not exceed****50,000.****In
      applying this limitation, if an Option, or any portion thereof, granted to
      an employee is cancelled or repriced****for
      any reason, then the shares of Stock attributable to such cancellation or
      repricing****either
      shall continue to be counted as an outstanding grant or shall be counted
      as a new grant of shares of Stock, as the case may be, against the
      affected employee’s 50,000 share limit for the appropriate calendar
      year.”
 
 2. By
deleting the existing Section D and substituting therefor the
following:
 
 “D.  **Administration**
 
 The Plan
shall be administered by a committee appointed by the Board or, in lieu of any
such appointment, the full membership of the Board (the “Committee”). At such
time as the Company becomes subject to any federal securities or exchange
requirements, the Board shall consider the advisability of whether the members
of the Committee shall consist solely of at least two members of the Board who
are both “outside directors” as defined in Treas. Reg. § 1.162-27(e) as
promulgated by the Internal Revenue Service and “non-employee directors” as
defined in Rule 16b-3(b)(3) as promulgated under the Securities Exchange Act of
1934, as amended, and who satisfy the requirements of the national securities
exchange or Nasdaq quotation or market system on which the Stock is then traded.
The Committee shall be responsible for the operation of the Plan with respect to
participation in the Plan by employees of the Company, and with respect to
the
  
  extent of
that participation. The interpretation and construction of any provision of the
Plan by the Committee shall be final. No member of the Committee shall be liable
for any action or determination made by him in good faith. The Committee shall
report its decisions with respect to the Plan to the Board on a reasonably
regular basis.”
 
 3. By
deleting the word “Board” each time it appears in Sections E, G and H and
substituting therefor the word “Committee”.
 
 4. By
deleting the existing Section G(2) and substituting therefor the
following:
 
 “2.  *Time
and Method of Payment* . The
Option Price shall be paid in full (i) in cash; (ii) by delivery of mature
shares of Stock having a fair market value, determined as of the date of
exercise, equal to the aggregate purchase price payable by reason of such
exercise at the time an Option is exercised under the Plan; or (iii) in a
cashless exercise through a broker; provided, however, that any such cashless
exercise is consistent with the restrictions of Section 13(k) of the Securities
Exchange Act of 1934, as amended (Section 402 of the Sarbanes-Oxley Act of 2002)
Otherwise, an exercise of any Option granted under the Plan shall be invalid and
of no effect. Promptly after the exercise of an Option and the payment of the
full Option Price, the Participant shall be entitled to the issuance of a stock
certificate evidencing his ownership of such Stock. A Participant shall have
none of the rights of a shareholder until shares are issued to him, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.”
 
 5. By
deleting the existing Section K and substituting therefor the
following:
 
 “K.  **Effect
on Change in Stock Subject to the Plan**
 
 The
aggregate number of shares of Stock available for Options under the Plan, the
aggregate limit on the number of shares which may be granted pursuant to Options
to any employee in a single calendar year, the shares subject to any Option and
the exercise price per share shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Stock subsequent to the
effective date of the Plan resulting from (i) a subdivision or consolidation of
shares or any other capital adjustment; (ii) the payment of a stock dividend;
(iii) other increase or decrease in such shares effected without receipt of
consideration by the Company; or (iv) any merger, recapitalization or other form
of reorganization or corporate restructuring involving the Company. An Option
shall pertain, apply and relate to the securities of any successor in the event
of a corporate restructuring, subject to appropriate adjustment.”
 
 Except as
specifically amended hereby, the remaining provisions of the Plan shall remain
in full force and effect as prior to the adoption of this First
Amendment.
  
  
 **IN
WITNESS WHEREOF** , the
Company has caused this First Amendment to be executed, effective as of the date
first above written.
  **FIRST
      CAPITAL BANCORP, INC.**By:/s/ H. N. Padget,
      Jr.Title:
      President and Chief Executive Officer
 
 **ATTEST:**
 
 By:/s/ Karen
Sferratore
 
 Title: 
Senior Vice President