Exhibit 10.10.2


    
      

    

     

    Exhibit
      10.10.2

     

     

    

      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
        HEBER
        N. PADGET, JR., 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 28,
        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: /s/
                  David R. Hink

              
	 	 
	 	
                Name: 
                  David
                  R. Hink

              
	 	 
	 	
                Title: 
                  Chairman

              
	 	 
	 	 
	 	
                /s/
                  Heber N. Padget, Jr.

              
	 	
                Heber
                  N. Padget, Jr.