Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 14, 2009, First Capital Bank (the "Bank") entered into a Change in Control Agreement with K. Bradley Hildebrandt, (the "Officer") Executive Vice President of First Capital Bank, the wholly-owned subsidiary of the registrant. In the event the Officer's employment with the Bank terminates or is terminated during the six (6) months immediately preceding or immediately following a Change in Control (as defined in the agreement), unless such termination in either case is or was (A) because of the death of the Officer, (B) by the Bank for Cause or Disability or (C) by the Officer other than for Good Reason (all such capitalized terms are defined in the agreement), Officer shall be entitled to receive payment from the Bank in an amount equal to one (1) times Officer's annual base salary in equal installments over the next twelve (12) months.

A copy of the Change in Control Agreement is attached hereto as Exhibit 10.4 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Designation of Exhibit 10.4 Change in Control Agreement dated April 14, 2009 between First Capital Bank and K. Bradley Hildebrandt

---