Exhibit 10.8.3





**FIRST
AMENDMENT TO THE**


**CNB
HOLDINGS, INC.**


**1998
INCENTIVE 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. 1998 Incentive Stock Option Plan (the “Plan”);
and





WHEREAS,
the Company desires to amend the Plan to change its name to the First Capital
Bancorp, Inc. 1998 Incentive Stock Option Plan, to modify its administration and
payment upon exercise provisions, and to modify the shareholder approval
requirements due to recent changes in the law.





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 2(a):





“At
      such time as the Company becomes subject to any federal securities or
      exchange requirements, the Board of Directors shall consider the
      advisability of whether the members of the Committee shall consist solely
      of at least two members of the Board of Directors 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 report its decisions with respect to the Plan
      to the Board of Directors on a reasonably regular
  basis.”





2. By
deleting the existing first sentence of Section 5 and substituting therefor the
following:





“Options
granted pursuant to the Plan shall be evidenced by agreements (“Stock Option
Agreements”) in such form as the Committee shall, consistent with the provisions
of Code sections 421 and 422 and related sections of the Code and applicable
Treasury Regulations, approved from time to time.”





3. By
deleting the existing Section 5(d) substituting therefor the
following:





“(d)  *Medium
and Time of Payment* . The
option price shall be payable upon the exercise of an option in (i) cash; (ii)
by delivery of mature Shares of Common Stock having a fair market value,
determined as of the date of exercise, equal to the aggregate option price
payable as a result of such exercise; and (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).”











3.
    By
      deleting the existing Section 5(e) and substituting therefor the
      following:





“(e)  *Term
and Exercise* . Except
as set forth in paragraph 5(j) of the Plan, each option granted under the Plan
shall be exercisable by the Grantee only during a term fixed by the Committee
ending not later than ten (10) years after the date of grant of the option. The
Committee shall determine whether the option shall be exercisable in full at any
time during the term or in cumulative or non-cumulative installments during the
term.”





5. By
deleting the existing third sentence of Section 5(g)(A) and substituting
therefor the following:





“The
      Committee at its election may provide in any Stock Option Agreement that
      the Grantee may exercise an option at any time within three (3) months
      after the termination of employment of the Grantee with the Company or any
      parent or subsidiary corporation then employing the Grantee (or within one
      (1) year after the termination of such employment if such employment is
      terminated due to the Grantee’s permanent
disability).”





6. By adding
the following Subsection (f) to Section 10:





“(f)  in the
event that the Plan is assumed in connection with a corporate transaction, a
change in either the granting corporation or the stock available for purchase or
award under the Plan; provided, however, if the consolidation agreement fully
describes the Plan and such agreement is approved by the shareholders, no
further shareholder approval of the Plan shall be required.”





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.





[Signature
on the following page]














**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