On June 13, 2012, First Capital Bancorp, Inc. (the "Company") and First Capital Bank, the wholly-owned subsidiary bank of the Company, entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O"Neill & Partners, L.P., as representatives of the several underwriters listed on Schedule A thereto (collectively, the "Underwriters"), and the United States Department of the Treasury (the "Selling Shareholder"), relating to the Selling Shareholder's offer and sale of 10,958 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $4.00 per share, of the Company (the "Preferred Stock"). Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Preferred Stock from the Selling Shareholder at a price of $906.3084 per share, and to sell the Preferred Stock to the public through a modified dutch auction at an initial public offering price of $920.1100 per share. The Company will not receive any of the proceeds from the offering. The offering is expected to close on or about June 19, 2012. The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary conditions to closing, indemnification rights, other obligations of the parties and termination provisions.

The offering has been made pursuant to the Company's effective registration statement on Form S-1 (File No. 333-180891) filed with the Securities and Exchange Commission on April 23, 2012, as amended, and a prospectus thereunder dated June 13, 2012.

The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by such document, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

(d) Exhibits

Exhibit
  No.                                     Description

1.1          Underwriting Agreement dated June 13, 2012, by and among First Capital
             Bancorp, Inc., First Capital Bank, Merrill Lynch, Pierce, Fenner &
             Smith Incorporated and Sandler O'Neill & Partners, L.P., as
             representatives of the several underwriters listed on Schedule A
             thereto, and the United States Department of the Treasury.