**2005
      AMENDMENT**


**TO**


**EXECUTIVE
      SUPPLEMENTAL RETIREMENT PLAN**





**EXECUTIVE
      AGREEMENT**





THIS
      2005
      AMENDMENT (the “2005 Amendment”) is made and entered into on the 14th day of
      June, 2005, effective as of May 1, 2004 (the “Effective Date”) by and between
      FIRST CAPITAL BANK (the “Bank”), a state-chartered commercial bank located in
      Norcross and the successor-in-interest to Chattahoochee National Bank, and
      STEVEN G. DEATON., an employee of the Bank and resident of the State of Georgia
      (the “Executive”).





**Introduction**





Chattahoochee
      National Bank, the predecessor-in-interest to the Bank, and the Executive
      previously entered into that certain Executive Agreement, dated August 21,
      2002
      (the “Agreement”), pursuant to the Chattahoochee National Bank Executive
      Supplemental Retirement Plan, setting forth the rights and obligations of the
      parties with respect to certain retirement benefit opportunities to be provided
      to the Executive by Chattahoochee National Bank.





On
      May
      28, 2004, the holding company of Chattahoochee National Bank, which was then
      known as CNB Holdings, Inc. (the “Company”), acquired the former First Capital
      Bancorp, Inc. (“Old FCBI”) through the merger (the “Holding Company Merger”) of
      Old FCBI with and into the Company and on December 31, 2004, the Company changed
      its name from CNB Holdings, Inc. to First Capital Bancorp, Inc.





As
      a
      result of the Holding Company Merger, First Capital Bank, a wholly-owned
      subsidiary of Old FCBI, became a wholly-owned subsidiary of the Company while
      Chattahoochee National Bank continued to be a wholly-owned subsidiary of the
      Company. On November 15, 2004, however, the Company merged its two wholly-owned
      banking subsidiaries (the “Bank Merger”), First Capital Bank and Chattahoochee
      National Bank, with First Capital Bank surviving the Bank Merger.





Prior
      to
      the Holding Company Merger, the parties to the Agreement signed an amendment
      thereto pursuant to which the Executive acknowledged and agreed that neither
      the
      then anticipated Holding Company Merger nor the Bank Merger would constitute
      a
“change of control” under the Agreement and, as a result, that the provisions of
      Paragraph V of the Agreement would be interpreted consistently with the
      definition of “change of control” as modified by such amendment. However, the
      parties are now unable to locate the documentation reflecting the amendment
      (the
“Lost Amendment”).





The
      parties now desire to enter in to this 2005 Amendment for the purpose of
      documenting the prior agreement of the parties to amend the original Agreement
      in the manner described above.








**Statement
      of Agreement**





In
      consideration of the premises hereinabove, the sum of $100.00 paid to the
      Executive and other good and valuable consideration the receipt and adequacy
      of
      which is hereby acknowledged, the parties hereto do hereby amend the Agreement,
      as of the Effective Date, as follows:





1. From
      and
      after May 28, 2004, all references to the “Holding Company” in the Agreement
      shall be deemed to constitute a reference to First Capital Bancorp, Inc. and
      from and after November 15, 2004, all references to the “Bank” in the Agreement
      shall be deemed to constitute a reference to First Capital Bank





2. By
      deleting Subparagraph I [I] of the Agreement in its entirety and by substituting
      therefor:





“I.
            Change
                of Control:





Change
      of
      Control means the cumulative transfer of more than fifty percent (50%) of the
      voting stock of the Bank or the Holding Company as a result of a transaction
      or
      series of related transactions that are consummated on or after January 1,
      2005.
      For purposes of this Agreement, transfers made on account of deaths or gifts,
      transfers between family members or transfers to any tax-qualified retirement
      plan maintained by the Bank shall not be considered in determining whether
      there
      has been a Change of Control. For purposes of this Agreement, consistent with
      the preceding provisions of this Subparagraph, under no circumstances will
      either of the following transactions be deemed to constitute a Change of
      Control: (i) the merger of First Capital Bancorp, Inc with and into CNB
      Holdings, Inc. on May 2 8,
      2004;
      or (ii) the merger of Chattahoochee National Bank with and into First Capital
      Bank on November 15, 2004.”





3. Except
      as
      specifically provided herein, the Agreement shall remain in full force and
      effect as prior to this 2005 Amendment. Notwithstanding the foregoing, the
      provisions of this 2005 Amendment shall supersede in all respects each and
      every
      provision of the Lost Amendment.





IN
      WITNESS WHEREOF, the parties hereto have executed this 2005 Amendment on the
      date first written above.





FIRST
                CAPITAL BANK:By:H. N. PadgetName:H. N. PadgetTitle:President & CEO/s/
                Steven G. DeatonSteven
                G. Deaton