First Capital Bank Holding Corp · 424B3 · On 4/30/99

Filed On 4/30/99   ·   SEC File 333-69973   ·   Accession Number 950144-99-5133

Prospectus   ·   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       First Capital Bank Holding Corporation                65    295K 

Document Table of Contents

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                                                Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-69973

1,000,000 SHARES OF COMMON STOCK
165,000 COMMON STOCK PURCHASE WARRANTS
(FIRST CAPITAL BANK HOLDING CORPORATION LOGO) 

  First Capital Bank Holding Corporation is conducting this initial public
offering of shares of its common stock to raise capital to form First National  
Bank of Nassau County, a proposed national bank in Fernandina Beach, Florida.   
First Capital is offering a minimum of 610,000 shares and a maximum of 1,000,000
shares at a price of $10.00 per share. First Capital is also offering 165,000   
warrants to purchase shares of the common stock to the organizers of First      
Capital. The common stock will be marketed through Allen C. Ewing & Co. as sales
agent for First Capital. Although the sales agent will use its best efforts to  
market and sell the common stock, there is no guarantee that the required       
minimum number of shares will be sold. The minimum subscription amount is 100   
shares per investor.                                                            

We will deposit all subscription funds in an interest-bearing escrow  
account with our escrow agent, The Bankers Bank, until we have received         
subscriptions for 610,000 shares. If we do not receive subscriptions for 610,000
shares by July 12, 1999, we will terminate the offering and promptly return all 
subscription funds to subscribers, with any interest earned on the funds. We    
may, however, at our option, extend the offering until April 6, 2000, without   
giving notice to investors. We reserve the right to reject all or part of any   
subscription for any reason. Our sales agent will receive commissions of $0.25  
for shares sold in the Nassau County community offering and $0.50 for shares    
sold to the general public. No commissions will be paid for the 330,000 shares  
to be sold to the organizers of First Capital.                                  

   INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. WE URGE YOU
TO READ CAREFULLY THE "RISK FACTORS" SECTION BEGINNING ON PAGE 5, ALONG WITH THE
REST OF THIS PROSPECTUS, BEFORE YOU MAKE YOUR INVESTMENT DECISION.              

                                                        · Enlarge/Download Table

                                                                   MINIMUM      MAXIMUM  
                                                       PER SHARE   OFFERING    OFFERING  
                                                       ---------  ----------  -----------
                                                                                         
Price to Public.......................................  $10.00    $6,100,000  $10,000,000
Maximum Sales Commissions.............................  $ 0.50    $        0  $   335,000
Proceeds to First Capital.............................  $ 9.50    $6,100,000  $ 9,665,000

- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES       
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
 ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.                                                                    

- THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT     
  INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.                                                                     

ALLEN C. EWING & CO.
Sales Agent 

The date of this prospectus is April 12, 1999.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this 
prospectus. It does not contain all of the information you should consider      
before investing in our common stock. To fully understand this offering, you    
should read the entire prospectus carefully, including the risk factors and the 
financial statements.                                                           

 THE COMPANY

       We formed First Capital to operate as a bank holding company and as the
sole shareholder of First National Bank of Nassau County, a proposed national   
bank. We anticipate that we will receive all necessary regulatory approvals and 
be able to begin business operations of First National Bank in July of 1999. Our
temporary mailing address is 1875A South 14th Street, Fernandina Beach, Florida 
32034, and our temporary telephone number is (904) 321-0400.                    

STRATEGY

 Our business strategy is to create a community-oriented financial
institution focused on providing personalized service to clients and offering   
products designed to meet their specific needs. We believe that First National  
Bank can attract clients who prefer to conduct business with a locally- managed 
institution that demonstrates a continuing, active interest in its clients'     
business and personal objectives.                                               

We believe First National Bank will be able to generate         
competitively-priced loans and deposits in the Nassau County market and         
anticipate that our staff will use data processing systems selected to deliver  
high-quality products and provide responsive service to clients. We anticipate  
that First National Bank will contract with third-party service providers to    
provide customers with convenient electronic access to their accounts and other 
competitive bank products. Such an arrangement should allow First National Bank 
to use current technology while minimizing the costs of providing these         
services. We expect this approach to our operations to be appealing to clients  
who have been receiving banking services in the depersonalized environment of   
larger competitors. See "Business of First National Bank" beginning on page 19. 

 MARKET AREA

      Fernandina Beach is located in Nassau County, Florida, which is within
the Jacksonville, Florida metropolitan area. Nassau County is an integral part  
of the Jacksonville metropolitan area and has participated in the growth        
experienced by Jacksonville in recent years. First National Bank's primary      
service area will include the Florida communities of Fernandina Beach, Amelia   
Island, O'Neil, and Yulee, as well as St. Mary's, Georgia. Amelia Island is     
considered to be one of the foremost residential and retirement areas in        
Florida, and the Ritz-Carlton Hotel and the Amelia Island Plantation are among  
the premier resort hotels on Florida's East Coast. As of June 30, 1998, total   
bank deposits in Nassau County were approximately $369 million.                 

 COMPETITION

The banking industry in First National Bank's market area has   
experienced significant consolidation in recent years principally as the result 
of the liberalization of interstate banking and branching laws. Many of our     
area's former community banks have been acquired by large regional financial    
institutions headquartered outside our market area. This consolidation has      
resulted in                                                                     

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-        the repricing of products and services,                
-        the elimination of local boards of directors,          
-        adjustments in management and branch personnel, and    
-        a change in the level of personalized customer service 

Because of recent changes in interstate banking regulations, we expect this type
of consolidation to continue.                                                   

        We believe that this competitive situation, when coupled with our area's
stable family income and growing economic business base, creates a favorable    
opportunity for a new commercial bank. In addition, we believe that our         
management experience and our dedicated local board of directors will attract   
customers to our locally-managed community bank. We believe that these          
attributes will allow us to offer highly professional, personalized attention   
and timely response to product and service requests due to an active interest in
our customers' business and personal financial needs. Once we open for business,
First National Bank will be the only independent commercial bank headquartered  
in our market area.                                                             

THE OFFERING

                                                        · Enlarge/Download Table
                                                                                                           
Securities Offered..................... 1,000,000 shares of common stock and 165,000 common stock          
                                        purchase warrants.  To complete this offering, we must sell a      
                                        minimum of 610,000 shares.    Each investor must purchase a        
                                        minimum of 100 shares.  Each warrant entitles the holder to        
                                        purchase one share of common stock at an exercise price of $10.00  
                                        per share.  See "Terms of the Offering" beginning on page 10.      

Common Stock to be                                                                                         
Outstanding after the Offering......... Minimum--610,000 shares                                            
                                        Maximum--1,000,000 shares                                          

                                        These figures do not include up to                                 
                                        165,000 shares of common stock issuable                            
                                        upon the exercise of the warrants.                                 

Price to Public........................ $10.00 per share                                                   

Plan of Distribution................... Shares of the common stock of First Capital will be marketed       
                                        through Allen C. Ewing & Co., our sales agent, which will receive  
                                        no more than a 5% commission on any particular sale.  Although the 
                                        sales agent will use its best efforts to market and sell the common
                                        stock, we cannot guarantee that the required minimum number of     
                                        shares will be sold.                                               

                                        The sales agent will offer the common                              
                                        stock to three different groups of                                 
                                        investors:                                                         

                                                -  the organizers                                          
                                                -  the Nassau County community, and                        
                                                -  the general public                                      

                                        As indicated in the following table, the                           
                                        amount of commissions to be paid to                                
                                        Allen Ewing will vary depending upon the                           
                                        amount of common stock purchased by each                           
                                        group.                                                             

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                           No. of Shares             Commission
Investors                 to be Purchased            to be Paid
---------                 ---------------            ----------
                                                               
Organizers                       330,000                   0%  

Members of                                                     
  the Nassau County                                            
  Community                     0-670,000                2.5%  

General Public                                                 
  Offering                      0-670,000                5.0%  

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                                        The sales agent will first market the shares to members of the         
                                        Nassau community. Any shares remaining after the shares have           
                                        been offered to the Nassau County community will be available          
                                        for sale to the general public. See "Plan of Distribution"             
                                        beginning on page 13.                                                  

Offering Conditions.................... We must satisfy the following conditions to complete the offering:     

                                        -    at least $6,100,000 must be deposited in an escrow account        
                                             with The Bankers Bank                                             
                                        -    the Federal Reserve Board must approve First Capital's            
                                             application to become a bank holding company                      
                                        -    the organizers must receive preliminary approval from the         
                                             Office of the Comptroller of the Currency to charter First        
                                             National Bank                                                     
                                        -    the Federal Deposit Insurance Corporation must approve First      
                                             National Bank's application for deposit insurance                 
                                        -    we must not have canceled this offering before funds are          
                                             withdrawn from the subscription escrow account                    

Escrow Arrangements.................... Until we have satisfied all of the offering conditions, we will place  
                                        all funds in an escrow account.  If we have not satisfied the          
                                        offering conditions by July 12, 1999, we will return to the            
                                        subscribers all funds placed in the escrow account, along with any     
                                        interest earned on the funds.                                          

                                        Once we have satisfied all of the offering conditions, The Bankers Bank
                                        will release all funds to First Capital. Any funds received after this 
                                        time will not be placed in escrow, but will be immediately available   
                                        for use by First Capital. At this point, all subscribers may lose a    
                                        portion of their investment if either First Capital or First National  
                                        Bank does not receive final regulatory approval. Prior to the release  
                                        of the funds, The Bankers Bank may invest the funds in short-term      
                                        investments upon instruction by the President of First Capital. See    
                                        "Terms of the Offering-- Escrow of Subscription Funds" beginning on    
                                        page 11.                                                               

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                                                        · Enlarge/Download Table
                                                                                                              
Use of Proceeds........................ We will use proceeds of the offering:                                 

                                        -    to purchase all of the issued and outstanding First National Bank
                                             stock,                                                           
                                        -    to provide working capital for                                   
                                             First National Bank to begin its                                 
                                             business operations, including                                   
                                             officers' and employees' salaries                                
                                             and construction of permanent                                    
                                             office facilities,                                               
                                        -    to pay expenses in connection with                               
                                             the formation of First Capital, the                              
                                             organization of First National                                   
                                             Bank, and this securities offering,                              
                                             and                                                              
                                        -    for other general corporate purposes                             

                                        Twenty-five percent of all funds                                      
                                        received in excess of $6 million will be                              
                                        reserved by First Capital for growth of                               
                                        First National Bank; the remainder will                               
                                        be reserved for general corporate                                     
                                        purposes at the holding company level.                                
                                        See "Use of Proceeds" beginning on page                               
                                        15.                                                                   

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RISK FACTORS

        An investment in our common stock involves a significant degree of risk.
You should not invest in our common stock unless you can afford to lose your    
entire investment. You should consider carefully these risk factors together    
with all of the other information included in this prospectus before you decide 
to purchase shares of our common stock.                                         

WE HAVE NO OPERATING HISTORY UPON WHICH TO BASE AN ESTIMATE OF OUR FUTURE       
SUCCESS.                                                                        

   First National Bank, which initially will be the sole subsidiary of
First Capital, is in organization and neither First National Bank nor First     
Capital has any operating history on which to base any estimate of future       
performance. The financial statements presented in this prospectus may not be as
meaningful as those of a company which does have a history of operations. In    
addition, the success of our operations must be considered in light of the      
expenses, complications, and delays frequently encountered in connection with   
the development of a new bank. Because of our lack of operating history, you do 
not have access to the type and amount of information that would be available to
a purchaser of the securities of a financial institution with an operating      
history.                                                                        

IF WE FAIL TO RECEIVE NECESSARY REGULATORY APPROVALS, YOU COULD LOSE A PORTION  
OF YOUR INVESTMENT.                                                             

   If you invest in our common stock and we release the funds from the
escrow account and incur start-up expenses, but fail to receive final regulatory
approval, we would seek to dissolve and liquidate First Capital. Upon           
liquidation, we would return to subscribers all of their funds with interest,   
less all expenses incurred by First Capital. See "Terms of the Offering         
--Failure of First National Bank to Begin Operations" at page 12.               

IF WE DO NOT RECEIVE REGULATORY APPROVALS IN A TIMELY MANNER, IT COULD DELAY THE
DATE ON WHICH FIRST NATIONAL BANK OPENS FOR BUSINESS WHICH WOULD INCREASE OUR   
PRE-OPENING EXPENSES AND WOULD POSTPONE ANY REALIZATION OF REVENUES.            

      Although we expect to receive all regulatory approvals and to open for
business in the third quarter of 1999, we can give no assurance as to when, if  
at all, these events will occur. Any delay in beginning First National Bank's   
operations will increase pre-opening expenses and postpone First National Bank's
realization of potential revenues. Such a delay will cause our accumulated      
deficit to increase as a result of continuing operating expenses, such as       
salaries and other administrative expenses, and our lack of revenue.            

IF OUR PROPOSED CHIEF EXECUTIVE OFFICER, MICHAEL SANCHEZ, WERE TO BECOME        
UNAVAILABLE, IT COULD DELAY OR PREVENT OUR OPENING FOR BUSINESS.                

      Regulatory approval to establish and operate a national bank partially
depends upon the approval of the bank's proposed chief executive officer by the 
bank's primary regulator, the Office of the Comptroller of the Currency.        
Generally, the chief executive officer of a start-up financial institution is   
considered vital to the potential success of the new institution. In our charter
application to the OCC, we proposed Michael G. Sanchez as First National Bank's 
chief executive officer. If Mr. Sanchez were to become unavailable for any      
reason, final regulatory approval to begin banking operations would be delayed  
until the OCC approved a suitable replacement. It is possible that we would not 
be able to find a suitable replacement for Mr. Sanchez. See "Management"        
beginning on page 32.                                                           

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WE WILL INCUR SUBSTANTIAL START-UP EXPENSES AND WE DO NOT EXPECT TO BE          
PROFITABLE IN THE NEAR FUTURE.                                                  

   Initially, First Capital will merely act as the sole shareholder of
First National Bank. Thus, the profitability of First Capital will depend upon  
the successful operation of First National Bank. Typically, new banks are not   
profitable in the first year of operation and sometimes are not profitable for  
several years. First National Bank will incur substantial expenses in           
establishing itself as a going concern, and we can offer no assurance that it   
will be profitable or that future earnings, if any, will meet the levels of     
earnings prevailing in the banking industry.                                    

THE OPERATION OF FIRST NATIONAL BANK MAY IN THE FUTURE REQUIRE MORE CAPITAL THAN
WE WILL RAISE IN THIS OFFERING AND WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL      
CAPITAL ON TERMS WHICH ARE FAVORABLE TO INVESTORS.                              

       We intend to capitalize First National Bank at $6,000,000 regardless of
whether the minimum or the maximum number of shares are sold. We will reserve at
the holding company level twenty-five percent of all funds received in excess of
the $6,000,000 capitalization for the growth of First National Bank in          
compliance with OCC regulations. We will hold the remainder of the funds at the 
holding company level for general corporate purposes. Although we anticipate    
that the minimum amount of capital to be raised by this offering will be        
sufficient to support First National Bank's immediate capital needs, we may, in 
the future, issue additional shares of our common stock or other securities to  
obtain additional capital. We can give no assurance that we will be able to     
access the capital markets in the future in order to obtain additional capital. 

WE WILL BE COMPETING IN NASSAU COUNTY WITH MANY OTHER, LARGER FINANCIAL         
INSTITUTIONS WHICH HAVE GREATER FINANCIAL RESOURCES THAN US.                    

        First National Bank will be a full service commercial bank in Fernandina
Beach, Nassau County, Florida. The Nassau County market is served by six banks  
and three credit unions. Our relatively small size may affect our ability to    
compete effectively with larger institutions in offering financial services. In 
addition, the Riegle-Neal Interstate Banking and Branching Efficiency Act of    
1994 has further increased competition by eliminating interstate branching      
barriers for certain financial institutions and enabling financial institutions 
located outside Florida to more easily access the market served by First        
National Bank. If we are unable to successfully compete for deposits, loans, and
other banking business, this inability would likely have an adverse effect on   
our potential for growth and profitability. See "Business of First National     
Bank--Market Area and Competition" beginning on page 20.                        

OUR SUCCESS WILL DEPEND SIGNIFICANTLY UPON GENERAL ECONOMIC CONDITIONS IN NASSAU
COUNTY.                                                                         

      Our success will depend significantly upon general economic conditions
in Nassau County. A prolonged economic dislocation or recession affecting Nassau
County could cause First National Bank's non-performing assets to increase,     
causing operating losses, impaired liquidity and the erosion of capital. Such an
economic dislocation or recession could result from a variety of causes,        
including natural disasters such as hurricanes, floods or tornadoes, or a       
prolonged downturn in various industries upon which the economy of Nassau County
depends. Moreover, as many of our shareholders will most likely be residents of 
the Nassau County community, a prolonged downturn in the economy of Nassau      
County could result in sales of large amounts of our common stock.              

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RAPIDLY RISING OR FALLING INTEREST RATES COULD SIGNIFICANTLY HARM OUR BUSINESS. 

       Our results of operations, and the results of most other banks and bank
holding companies, will be significantly affected by changes in market interest 
rates. Our profitability will depend substantially on our net interest income,  
which is the difference between the interest income earned on our               
interest-bearing assets, such as loans, and the interest paid on our            
interest-bearing liabilities, such as deposits and borrowings. To the extent    
that the maturities of these assets and liabilities differ, rapidly rising or   
falling interest rates could have a material effect on our earnings. Based on   
the anticipated mix of our loan portfolio, it is more likely that rapidly       
falling interest rates would have a greater adverse effect on our operations.   
See "Business of First National Bank -- Asset/Liability Management" at page 24. 

OUR INITIAL LENDING LIMIT WILL BE LOWER THAN MANY OF OUR COMPETITORS WHICH MAY  
DISCOURAGE POTENTIAL CUSTOMERS AND LIMIT OUR GROWTH.                            

  At least during our first years of operation, our legally mandated
lending limit will be lower than that of many of our competitors because during 
this period we will have less capital than many of our competitors. Initially,  
we will have a legal lending limit for unsecured loans of $900,000 to any one   
borrower. Our lower lending limit may discourage potential borrowers who have   
lending needs that exceed our limit, which may restrict our ability to grow. We 
may try to serve the needs of these borrowers by selling loan participations to 
other institutions, but this strategy may not succeed.                          

WE COULD BE ADVERSELY AFFECTED BY ANY CHANGES IN THE LAW, ESPECIALLY CHANGES    
DEREGULATING THE BANKING INDUSTRY.                                              

   Both First Capital and First National Bank will operate in a highly
regulated environment and will be subject to supervision and examination by     
several regulatory agencies. As a bank holding company, First Capital will be   
subject to regulation and supervision by the Federal Reserve Board. As a        
national bank, First National Bank will be subject to regulation and supervision
primarily by the OCC and, to a lesser extent, by the Federal Deposit Insurance  
Corporation. These regulations are intended primarily for the protection of     
depositors, not for the benefit of investors, and they may restrict or limit the
manner in which we may conduct business and obtain financing. First Capital and 
First National Bank will be subject to changes in federal and state law,        
regulations, governmental policies, income tax laws and accounting principles.  
In particular, legislation and regulations deregulating the banking industry and
allowing interstate expansion of financial services firms could adversely affect
our business along with that of the entire banking industry by creating         
additional competition. The effects of any potential changes cannot be          
predicted, but they could adversely affect our future operations. See           
"Supervision and Regulation" beginning on page 26.                              

THE SHARES OF COMMON STOCK ARE NOT INSURED BANK DEPOSITS.                       

       Although deposits at First National Bank will be insured by the FDIC to
the maximum amount permitted by law, shares of First Capital common stock are   
not bank or deposit accounts. Thus, our common stock is not insured by the FDIC 
or any other governmental agency.                                               

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THE ORGANIZERS AS A GROUP WILL BE ABLE TO EXERCISE GREATER CONTROL OVER FIRST   
CAPITAL'S MANAGEMENT AND AFFAIRS THAN WILL ANY INDIVIDUAL INVESTOR AND THEY MAY 
HAVE INTERESTS THAT ARE DIFFERENT FROM YOURS AS AN INVESTOR.                    

     The organizers intend to purchase 330,000 shares or $3,300,000 in the
offering, which will equal approximately 54.1% of the 610,000 shares to be      
outstanding upon completion of the minimum offering or 33.0% of the 1,000,000   
shares to be outstanding should the maximum number of shares be sold. As a      
result of their ownership, the organizers will be able to exercise significant  
control over the management and affairs of First Capital and First National     
Bank. The organizers may have interests that are different from yours as an     
investor. See "Security Ownership of Certain Beneficial Owners and Management"  
at page 37.                                                                     

WE INTEND TO GRANT WARRANTS AND STOCK OPTIONS TO THE ORGANIZERS AND SOME OF OUR 
EMPLOYEES WHICH, IF EXERCISED, WOULD REDUCE YOUR PERCENTAGE OWNERSHIP IN FIRST  
CAPITAL.                                                                        

      On the date First National Bank opens for business, First Capital will
grant to the organizers warrants to purchase additional shares of common stock  
in consideration for their services in forming First Capital and First National 
Bank. Each warrant will entitle the organizer to purchase one additional share  
of common stock. The actual number of warrants granted will vary depending upon 
the number of shares actually sold in the offering. The number of warrants      
granted will be capped so that each organizer will receive no more than one     
warrant for every two shares he or she purchases in the offering. Given the     
organizers' intent to purchase 330,000 shares in the offering, they will receive
up to a maximum of 165,000 warrants. For additional information regarding the   
terms of the warrants, see "Terms of the Offering--Purchases by Organizers of   
First Capital" at page 12.                                                      

     In addition, we have established an incentive stock option plan which
will allow us to grant stock options to employees who are contributing          
significantly to the management or operation of the business of First Capital or
First National Bank. Under this plan, we have reserved 100,000 shares of common 
stock for the issuance of options, of which Michael G. Sanchez, the President of
First Capital and First National Bank, will receive options to purchase 30,000  
shares or 5% of the number of shares sold in the offering, whichever is less.   
See "Management--Stock Option Plans" at page 36. Any future exercise of the     
organizers' warrants or options under the option plan would dilute your         
percentage ownership interest in First Capital. For example, prior to the       
exercise of their warrants, the organizers will own 33% of the shares           
outstanding after the maximum offering. Assuming all of the warrants were       
exercised, the organizers would own approximately 42.5% of the outstanding      
shares.                                                                         

OUR ARTICLES OF INCORPORATION CONTAIN PROVISIONS WHICH COULD DETER OR PREVENT   
TAKE-OVER ATTEMPTS BY A POTENTIAL PURCHASER OF SHARES OF OUR COMMON STOCK WHO   
WOULD BE WILLING TO PAY A PREMIUM OVER THE MARKET PRICE.                        

       First Capital's Articles of Incorporation contain provisions that could
deter and make it more difficult for a third party to bring about a merger, sale
of control, or similar transaction, even if a majority of shareholders vote in  
favor of such a transaction. In addition, our Articles of Incorporation         
establish three classes of directors with staggered terms, which means that only
one-third of the members of the board of directors is elected each year and each
director serves for a term of three years. Our Articles of Incorporation also   
authorize the board of directors to issue a series of preferred stock without   
shareholder action. The issuance of preferred stock by First Capital could      
discourage a third party from attempting to acquire, or make it more difficult  
for a third party to acquire, a controlling interest in First Capital, and could
adversely affect the voting power or other rights of holders of its common      
stock.                                                                          

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These provisions also make it more difficult for a third party to achieve a     
change in control of First Capital through the acquisition of a large block of  
its common stock without approval by the board of directors. As a result, you   
may be deprived of opportunities to sell some or all of your shares at prices   
that represent a premium over market prices. See "Description of Capital Stock" 
beginning on page 38.                                                           

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, YOU MAY NOT BE ABLE TO SELL  
YOUR SHARES.                                                                    

        Since the size of this offering is relatively small, it is unlikely that
an active and liquid trading market for the shares will develop and be          
maintained. You should only invest in the common stock if you have a long-term  
investment intent. If an active market does not develop, you may not be able to 
sell your shares promptly or perhaps at all. Although we expect to list the     
common stock on the Nasdaq SmallCap Stock Market at some time in the future, at 
this time, we do not intend to apply for such listing.                          

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK FOR AT LEAST SEVERAL      
YEARS.                                                                          

      We intend to retain future earnings, if any, to improve First National
Bank's capital structure to support future growth. Dividend distributions of    
national banks are restricted by statute and regulation. Our future dividend    
policy will depend on First National Bank's earnings, capital requirements,     
financial condition and other factors considered relevant by our board of       
directors. See "Dividend Policy" at page 17.                                    

THE OFFERING PRICE WAS ARBITRARILY SET BY THE ORGANIZERS AND MAY NOT ACCURATELY 
REFLECT THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.                         

        There is no established market for the common stock or the warrants, nor
was there an established market prior to this offering. The offering price was  
arbitrarily determined by the organizers, and does not bear any relationship to 
First Capital's assets, book value, net worth or any other recognized criteria  
of value. In determining the offering price of the common stock, the organizers 
considered the OCC's capital requirements for First National Bank and general   
market conditions for the sale of securities. Should a market develop for our   
common stock after this offering is complete, there is no guarantee that the    
market price will be greater than or equal to the public offering price.        

INVESTING IN THIS OFFERING WILL NOT GIVE YOU THE RIGHT TO PARTICIPATE IN ANY    
FUTURE OFFERINGS OF OUR CAPITAL STOCK.                                          

   As a shareholder of First Capital, if we decide to issue additional
shares of common stock, you will not automatically be entitled to purchase      
additional shares to maintain your percentage ownership in First Capital.       

IT IS POSSIBLE THAT EITHER OUR COMPUTER SYSTEMS, OR THOSE OF OUR DATA PROCESSING
VENDOR OR LOAN CUSTOMERS, WILL FAIL TO OPERATE PROPERLY BEGINNING JANUARY 1,    
2000.                                                                           

    As the year 2000 approaches, an important business issue has emerged
regarding existing application software programs and operating systems. Many    
existing application software products were designed to accommodate a two-digit 
year. For example, "99" is stored on the system and represents 1999. As a       
result, any computer programs or equipment that are date dependent may, for     
example, recognize a date stored as "00" as the year 1900 rather than the year  
2000. This could result in a system failure or miscalculations causing          
disruption of operations.                                                       

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   We will utilize a third-party vendor to provide our primary banking
applications, including core processing systems. If we, our data processing     
vendor or our loan customers do not successfully and timely achieve Year 2000   
compliance, our business, future prospects, financial condition or results of   
operations could be materially adversely affected. See "Business of First       
National Bank--Year 2000." beginning on page 25.                                

FORWARD-LOOKING STATEMENTS

      Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking     
words such as "may," "will," "expect," "anticipate," "estimate," "continue," or 
other similar words. These statements discuss future expectations, contain      
projections of results of operations or of financial condition or state other   
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in this
prospectus. The risk factors noted in this section and other factors noted      
throughout this prospectus, including certain risks and uncertainties, could    
cause our actual results to differ materially from those contained in any       
forward- looking statement.                                                     

 TERMS OF THE OFFERING

GENERAL                                                                         

       First Capital is offering 1,000,000 shares of its common stock for cash
at a price of $10.00 per share. In addition, First Capital is offering to its   
organizers up to 165,000 warrants. The warrants are exercisable for a period of 
five years, beginning on the date First National Bank opens for business, at an 
exercise price of $10.00 per share. The common stock will be marketed through   
Allen C. Ewing as sales agent for First Capital. Although the sales agent will  
use its best efforts to market and sell the shares, there is no guarantee that  
the required minimum number of shares will be sold. Each investor must purchase 
a minimum of 100 shares. The purchase price of $10.00 per share must be paid in 
full upon execution and delivery of a subscription agreement. All subscriptions 
tendered by investors are subject to acceptance by the board of directors of    
First Capital, and First Capital reserves the absolute and unqualified right to 
reject or reduce any subscription for any reason prior to acceptance. Rejected  
subscriptions will be returned to the subscriber without interest. An investor  
whose subscription is reduced may withdraw his or her subscription within ten   
days after being notified of the reduction by First Capital. First Capital      
reserves the right to cancel this offering at any time, for any reason          
whatsoever, prior to the time it withdraws funds from the subscription escrow   
account.                                                                        

      Prior to this offering there has been no established public market for
the common stock or the warrants. Furthermore, there can be no assurance that an
established market for such stock will develop. The offering price has been     
arbitrarily determined and is not a reflection of First Capital's book value,   
net worth or any other such recognized criteria of value. In determining the    
offering price of the common stock, the board of directors considered the       
capital requirements of the Office of the Comptroller of the Currency and       
general market conditions for the sale of securities. There can be no assurance 
that, if a market should develop for the common stock, the post-offering market 
price will equal or exceed the offering price.                                  

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CONDITIONS OF THE OFFERING                                                      

      This offering will expire at 5:00 p.m. Eastern Time, on July 12, 1999,
unless such date is extended by First Capital. The expiration date of the       
offering may be extended by First Capital without notice to subscribers for up  
to three consecutive 90-day periods, or no later than April 6, 2000. The        
offering is expressly conditioned upon fulfillment of the following conditions  
on or prior to the expiration date of the offering. The offering conditions,    
which may not be waived, are as follows:                                        

         -        at least $6,100,000 must be deposited with the escrow agent in
the subscription escrow account;            

       -        First Capital must receive approval from the Federal Reserve
              Board of its application to become a bank holding company;

        -        the organizers must receive preliminary approval from the OCC
to charter First National Bank;             

       -        First National Bank must receive approval of its application
for deposit insurance from the FDIC; and    

      -        First Capital must not have canceled this offering prior to
             the time funds are withdrawn from the subscription escrow
account.                                    

ESCROW OF SUBSCRIPTION FUNDS                                                    

        Until the offering conditions above have been met, all subscriptions and
documents tendered by investors will be placed in an escrow account with our    
escrow agent, The Bankers Bank. Under the terms of the escrow agreement, if all 
of the offering conditions are met, First Capital may certify this fact to the  
escrow agent and the escrow agent will release all funds, with interest earned  
on the funds, to First Capital. The funds in the escrow account are not insured 
by the FDIC or any other governmental agency.                                   

     Prior to the release of the funds from the escrow account, the escrow
agent is authorized, upon written instructions from Michael G. Sanchez, to      
invest the funds in interest-bearing bank accounts, including saving accounts   
and bank money market accounts, short-term direct obligations of the United     
States Government and/or in short-term FDIC insured bank certificates of        
deposit, with maturities not to exceed 90 days. First Capital will invest all   
funds obtained after the release of the funds from the escrow account and before
it infuses capital into First National Bank in a similar manner. First Capital  
will use the offering proceeds to purchase capital stock of First National Bank 
and to repay expenses incurred in the organization. See "Use of Proceeds"       
beginning on page 15.                                                           

  If the offering conditions are not met by the expiration date, the
escrow agent will promptly return to the subscribers their proportionate share  
of the funds from the escrow account. First Capital will also return to the     
subscribers their proportionate share of any interest earned on the funds. If   
the offering conditions are not satisfied, the expenses incurred by First       
Capital will be borne by the organizers and not by the shareholders.            

     NO ASSURANCE CAN BE GIVEN THAT THE FUNDS IN THE ESCROW ACCOUNT CAN OR
WILL BE INVESTED AT THE HIGHEST RATE OF RETURN AVAILABLE OR THAT ANY PROFITS    
WILL BE REALIZED FROM THE INVESTMENT OF THESE FUNDS.                            

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  If all of the offering conditions are satisfied, and First Capital
withdraws the funds from the subscription escrow account, all profits and       
earnings on such account will belong to First Capital. If the minimum offering  
of 610,000 shares of common stock are sold before the expiration date, a minimum
closing will be held at First Capital's offices. At that minimum closing, the   
funds will be released from the subscription escrow account to First Capital and
investors will become shareholders of First Capital.                            

    The Bankers Bank, by accepting appointment as escrow agent under the
escrow agreement, in no way endorses the purchase of First Capital's common     
stock.                                                                          

FAILURE OF FIRST NATIONAL BANK TO BEGIN OPERATIONS                              

     The OCC requires that a new national bank obtain its charter and open
for business within 18 months after receiving of preliminary approval from the  
OCC. The organizers anticipate that First National Bank will open for business  
in July 1999. Because final approval of First National Bank's charter is        
conditioned on First Capital's raising funds to capitalize First National Bank  
at $6,000,000, First Capital expects to issue the shares of common stock before 
it has obtained all final regulatory approvals for First National Bank. First   
National Bank received preliminary approval from the OCC on January 27, 1999.   
Therefore, if First Capital issues the shares of common stock and the OCC does  
not grant final regulatory approval by July 2000, First Capital will seek       
shareholder approval for its dissolution and liquidation. Upon liquidation,     
First Capital will promptly return to subscribers all funds, with interest, less
all expenses incurred by us, including the expenses of the offering and the     
organizational and pre-opening expenses of First Capital and First National     
Bank. Therefore, if either First Capital or First National Bank does not receive
final regulatory approval, subscribers whose funds were originally placed in    
escrow but became available to First Capital may lose a portion of their        
investment. It is possible that the amount returned to subscribers may be       
further reduced by amounts paid to satisfy claims of creditors, as discussed in 
the following paragraph.                                                        

  Once First Capital issues the shares of common stock, the offering
proceeds will be considered part of general corporate funds and may be subject  
to the claims of creditors of First Capital, including claims against First     
Capital that may arise out of actions of its officers, directors, or employees. 
It is possible, therefore, that one or more creditors may seek to attach the    
proceeds of the offering before First National Bank begins banking operations.  
If such an attachment occurred and it became necessary to return funds to       
shareholders because of failure to obtain all necessary regulatory approvals,   
the payment process might be delayed. Further, if it became necessary to pay    
creditors from the subscription funds, the payment to shareholders might be     
further reduced.                                                                

PURCHASES BY ORGANIZERS OF FIRST CAPITAL                                        

       The organizers will purchase 330,000 shares of the common stock in this
offering, which will constitute approximately 54.1% of the 610,000 shares to be 
outstanding upon completion of the minimum offering, or 33.0% of the 1,000,000  
shares to be outstanding should the maximum number of shares be sold. All       
purchases of shares by the organizers will be made at the same public offering  
price, $10.00 per share, as that paid by other investors and will count toward  
the achievement of the minimum offering. The organizers have represented to     
First Capital that any such purchases will be made for investment purposes only 
and not with a view to resell such shares. See "Security Ownership of Certain   
Beneficial Owners and Management" at page 37.                                   

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    As consideration for assisting in organizing First Capital and First
National Bank, on the date First National Bank opens for business, each of the  
organizers will be granted warrants to purchase additional shares of common     
stock. The warrants will be granted to the organizers in recognition of the     
financial risk they have undertaken in connection with the organizational       
expenses of this project and of the time expended and devoted to this           
organizational effort, including attendance at weekly meetings over a period of 
several months. Each of the organizers has personally guaranteed the line of    
credit obtained from The Bankers Bank. The warrants will provide the organizers 
with the opportunity to profit from any future increase in the market value of  
the common stock or any increase in the net worth of First National Bank without
paying for the warrant shares up front.                                         

        Each warrant will entitle the organizer to purchase one additional share
of common stock. The actual number of warrants granted will vary depending on   
the number of shares actually sold in the offering. If greater than 900,000     
shares are sold in the offering, the ratio of warrants to shares will be capped 
so that each organizer will receive no more than one warrant for every two      
shares each organizer purchases in this offering. However, if fewer than 900,000
shares are sold in the offering, the organizers will receive fewer warrants such
that the total number of warrants to be granted to the organizers plus the      
number of options to be granted under the incentive stock option plan (100,000) 
will not exceed 23% of the total number of shares outstanding after the         
offering. Therefore, given the intent of the organizers to purchase 330,000     
shares in the offering, the organizers will be granted warrants to purchase     
165,000 shares of common stock upon completion of the maximum offering. Upon    
completion of the minimum offering, the organizers will receive warrants to     
purchase 82,207 shares of common stock.                                         

       Any warrants granted will become exercisable in equal amounts beginning
on the date First National Bank opens for business and on each of the four      
succeeding anniversaries of that date. No warrants will be granted unless First 
National Bank receives final regulatory approval to begin banking operations.   
All warrants granted will expire five years after the date on which First       
National Bank opens for business. An organizer exercising his or her warrants   
will pay the public offering price of $10.00 per share. Any future exercise of  
the warrants will reduce your percentage ownership interest in First Capital.   
For example, prior to the exercise of their warrants, the organizers will own   
54.1% of the shares outstanding after the minimum offering and 33% of the shares
outstanding after the maximum offering. Assuming all of the warrants were       
exercised, the organizers would own approximately 59.5% of the shares           
outstanding after the minimum offering and 42.5% of the outstanding shares after
the maximum offering.                                                           

PLAN OF DISTRIBUTION

 Shares of the common stock of First Capital will be marketed on a
610,000 share minimum basis through Allen C. Ewing & Co., 50 North Laura Street,
Jacksonville, Florida 32202 (904-354- 5573), as sales agent for First Capital.  
Although the sales agent will use its best efforts to market and sell the       
shares, there is no guarantee that the required minimum number of shares will be
sold. The sales agent may, however, engage other broker-dealers to participate  
in the selling effort.                                                          

     The common stock will be offered directly to the public at the public
offering price set forth on the cover page of this prospectus. As demonstrated  
in the table below, the common stock will be offered to three different groups  
of investors-- organizers, the Nassau County community, and the general         
public--and the amount of commissions to be paid to the sales agent will vary   
depending upon the amount of common stock purchased by each group. The sales    
agent will receive no commissions for the 330,000 shares of common stock to be  
purchased by the organizers. The sales agent will be paid a commission of 2.5%  
on all shares of common stock sold in the community offering, and will be paid a

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commission of 5.0% on all of the shares of common stock sold in the public      
offering. Although these offerings will be conducted at the same time, the sales
agent will first target the Nassau County community and will give investors in  
the community the opportunity to purchase shares of the common stock. Any shares
remaining once the shares have been offered to the Nassau County community will 
be available for sale to the general public. However, once the shares of common 
stock become available for sale to the general public, it is expected that      
investors in the Nassau County community will continue to purchase shares of the
common stock.                                                                   

      The table below provides the range of the number of shares that may be
sold in the Nassau County community offering and to the general public. The     
number of shares available for sale to the general public will depend on the    
number of shares sold in the Nassau County community offering and will range    
from 0, if all shares are purchased by the Nassau County community, to 670,000  
shares if no shares are purchased by the Nassau County community.               

                                                                · Download Table

                                         No. of Shares   Commission
Investors                               to be Purchased  to be Paid
---------                               ---------------  ----------
                                                                   
Organizers                                    330,000         0%   
Members of the Nassau County Community    0 - 670,000       2.5%   
General Public Offering                   0 - 670,000       5.0%   

     Commissions will be paid from funds received in this offering only to
the extent that such funds exceed $6,100,000. In the event that the sales agent 
decides to form a selling group by enlisting additional broker-dealers, it may  
reallow to such additional registered broker-dealer up to $.25 per share of the 
commission to be paid to the sales agent for shares sold in the public offering.
The sales agent will be reimbursed for legal fees and out-of-pocket expenses it 
incurs in the offering.                                                         

      Subject to certain limitations, First Capital and the sales agent have
agreed to indemnify each other against certain liabilities, including certain   
civil liabilities, under the Securities Act of 1933, or to contribute to        
payments that First Capital or the sales agent may be required to make. The     
sales agent has informed First Capital that it does not intend to exercise its  
discretionary authority to purchase shares of common stock for any account over 
which it holds discretionary authority.                                         

        In the event that the offering conditions have not been satisfied by the
expiration date of the offering, First Capital will terminate this offering and 
promptly return funds to the subscribers, together with their allocated share of
profits, if any, earned on the investment of the subscription escrow account as 
described above. See "Terms of the Offering--Escrow of Subscription Funds" at   
page 11.                                                                        

      As soon as practicable, but no more than ten business days after First
Capital receives a subscription, First Capital will accept or reject the        
subscription. Subscriptions not rejected by First Capital within this ten day   
period will be deemed accepted. Once a subscription is accepted by First        
Capital, it cannot be withdrawn by the subscriber. Payment from any subscriber  
for shares in excess of the number of shares allocated to such subscriber will  
be refunded by mail, without interest, within ten days of the date of rejection.

       Certificates representing shares of common stock of First Capital, duly
authorized and fully paid, will be issued as soon as practicable after funds are
released to First Capital from the subscription escrow account.                 

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Subscriptions to purchase shares of common stock can be made by 
completing the subscription agreement attached to this prospectus and delivering
it to First Capital's offices at 1875A South 14th Street, Fernandina Beach,     
Florida 32034, or mailing the same in the enclosed self-addressed, stamped      
envelope. Full payment of the purchase price must accompany the subscription.   
First Capital reserves the right to disregard any subscription which is not     
fully paid when First Capital receives it. No subscription agreement is binding 
until accepted by First Capital, and First Capital may refuse to accept any     
subscription for shares, in whole or in part, for any reason whatsoever. After a
subscription is accepted and proper payment received, First Capital shall not   
cancel it unless all accepted subscriptions are canceled.                       

  All subscription amounts must be paid in United States currency by
check, bank draft or money order payable to "The Bankers Bank, Escrow Agent for 
First Capital Bank Holding Corporation." Any subscriptions received by the sales
agent and any other broker-dealer participating in the offering will be         
transmitted directly to the escrow agent by noon of the next business day after 
receipt. A subscription will be accepted in writing by First Capital in the form
of acceptance attached to this prospectus.                                      

 USE OF PROCEEDS

     The gross proceeds from the sale of shares of common stock offered by
First Capital will be $6,100,000 assuming the sale of a minimum of 610,000      
shares, and $10,000,000 assuming the sale of a maximum of 1,000,000 shares.     
However, if 610,000 shares are not sold prior to the expiration date of the     
offering, then First Capital will terminate the offering and promptly return all
funds received from subscribers. See "Terms of the Offering" beginning on page  
10.                                                                             

The estimated expenses of this offering are as follows:         

                                                                · Download Table

                                        Minimum            Maximum 
                                        Offering           Offering
                                        --------           --------
                                                                   
Registration fees, including blue                                  
   sky fees and expenses ........      $   10,280       $   10,280 

Legal fees and expenses .........          35,000           35,000 

Commissions to the Sales Agent ..               0*         335,000 

Accounting fees and expenses ....           3,500            3,500 

Printing and engraving expenses .           5,000            5,000 

Advertising .....................           5,500            5,500 

Mailing and distribution ........             960              960 

Entertainment ...................           3,500            3,500 

Miscellaneous ...................           5,000            5,000 

     Total Expenses .............      $   68,740       $  403,740 
                                       ==========       ========== 

        Net proceeds ............      $6,031,260       $9,596,260 

----------                                                                      
* Commissions will be paid out of funds received in the offering only to the    
extent such funds exceed $6,100,000, which is the amount expected to be received
in the minimum offering.                                                        

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       The net proceeds of this offering as well as any interest earned on the
subscription funds will be used by First Capital, after breaking escrow,        
primarily for the purchase of all of the issued and outstanding capital stock of
First National Bank. First National Bank will, in turn, use the funds as capital
to begin its business operations, including officers' and employees' salaries   
and construction of its permanent facilities, and to repay expenses incurred in 
the organization of First Capital and First National Bank.                      

       As indicated in the charter application of First National Bank filed by
First Capital with the Office of the Comptroller of the Currency, First Capital 
intends to capitalize First National Bank at $6,000,000. Twenty-five percent of 
all funds received in excess of the $6,000,000 required to capitalize First     
National Bank will be held by First Capital to be available for the future      
growth of First National Bank in compliance with OCC regulations. The remainder 
of the funds will be held by First Capital and reserved for general corporate   
purposes at the holding company level. First Capital anticipates that the       
proceeds received upon exercise of the warrants, if any, will be used for       
working capital purposes.                                                       

      A portion of the net proceeds of this offering beyond the minimum will
be retained by First Capital for the purpose of funding any required additions  
to the capital of First National Bank. Since national banks are regulated with  
respect to the ratio that their total assets may bear to their total capital, if
First National Bank experiences greater growth than anticipated, it may require 
the infusion of additional capital to support that growth. Management           
anticipates, however, that the proceeds of this offering will be sufficient to  
support First National Bank's immediate capital needs and will seek, if         
necessary, long- and short-term debt financing to support any additional needs; 
however, management can give no assurance that such financing, if needed, will  
be available or if available will be on terms acceptable to management.         

       The following is a schedule of the estimated use by First National Bank
of the proceeds from the sale of the common stock of First Capital, including   
its estimated operating expenses for its first 12 months of operation.          

                                                        · Enlarge/Download Table
                                                                                       
Organizational and pre-opening expenses of First National Bank, including              
        salaries, legal and accounting fees(1) ..........................  $  500,000 *
Land purchase and construction of permanent bank facility(2) ............   1,115,000 +
Lease and set-up costs of temporary bank facility and                                  
        occupancy expenses(3) ...........................................     174,000 *
Salaries and benefits(4) ................................................     648,000 +
General and administrative expenses, composed primarily of                             
        data processing, marketing and advertising, telephone                          
        and casualty and deposit insurance(5) ...........................     228,000 +
Furniture, fixtures and equipment(6) ....................................     600,000 *
Working capital .........................................................   2,735,000  
                                                                           $6,000,000  
                                                                           ==========  

----------                                                                      
*        Represents expenses which will be incurred prior to the opening for    
business of First National Bank.                              
+        Represents operating expenses which will be incurred during First      
National Bank's first 12 months of operations.                
(1)      These expenses will be incurred prior to the opening for business of   
       First National Bank and are being funded from a line of credit in the
       principal amount of $700,000 that First Capital has obtained from The
Bankers Bank, Atlanta, Georgia.                               
(2)      Costs for construction of First National Bank's permanent facility are 
        based on estimates from an architect. The land upon which the facility
         will be located has been purchased for $265,000 from Bosco Enterprises.
         See "Certain Transactions" at page 38. The construction on the facility
         has begun and is expected to be completed in August 1999. See "Business
of First Capital -- Premises" at page 18.                     

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(3)      Upon final approval from the OCC, First National Bank will open in a   
   temporary facility until such time as a permanent facility can be
constructed.                                                  
(4)      Salaries and benefits are based on management's estimates of the number
   and types of employees which will be required during the first 12
months of operations of First National Bank. It is presently  
         anticipated that First National Bank will employ 16 persons during such
12 months, including 5 officers.                              
(5)      These expenses are based on the experiences of similar size banks in   
the region and on management's previous banking experience.   
(6)      Furniture and equipment cost is based on the organizers' estimates and 
         upon information from suppliers of bank equipment of the costs required
    to furnish and equip First National Bank for the expected level of
operations.                                                   

The expenses described above are estimates only and assume First National Bank  
will open for business in July 1999, or as soon thereafter as practicable.      
Actual expenses may exceed these amounts. A portion of these expenses will be   
offset by revenues generated by First National Bank during its first year of    
operation.                                                                      

 DIVIDEND POLICY

       First Capital and First National Bank are both start-up operations. The
Board of Directors of First Capital intends to reinvest earnings for such period
of time as is necessary to ensure the success of the operations of First        
National Bank. There are no current plans to initiate payment of cash dividends,
and future dividend policy will depend on First National Bank's earnings,       
capital requirements, financial condition and other factors considered relevant 
by the Board of Directors of First Capital.                                     

      First National Bank will be restricted in its ability to pay dividends
under the national banking laws and by regulations of the Office of the         
Comptroller of the Currency. Under 12 U.S.C. ss. 56 of the National Bank Act, a 
national bank may not pay dividends from its capital. In addition, no dividends 
may be made in an amount greater than a national bank's undivided profits,      
subject to other applicable provisions of law. Payments of dividends out of     
undivided profits is further limited by 12 U.S.C. ss. 60(a), which prohibits a  
bank from declaring a dividend on its shares of common stock until its surplus  
equals its stated capital, unless there has been transferred to surplus not less
than 1/10 of First National Bank's net income of the preceding two consecutive  
half year periods. Under 12 U.S.C. ss. 60(b), the approval of the OCC is        
required if the total of all dividends declared by First National Bank in any   
calendar year exceeds the total of its net income for that year combined with   
its retained net income for the preceding two years, less any required transfers
to surplus or a fund for the retirement of any preferred stock.                 

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

        First Capital is still in the development stage, and will remain in that
stage until the offering of the common stock is complete. First Capital         
initially funded its start-up and organization costs through advances from the  
organizers in the amount of $75,000. First Capital subsequently obtained a line 
of credit in the amount of $700,000 from The Bankers Bank, a portion of the     
proceeds of which were used to repay, without interest, the $75,000 advanced by 
the organizers. A portion of the proceeds of this offering will be used to repay
the line of credit, to the extent that such repayment is reasonable and not     
detrimental to the operations of First Capital, and to the extent that such     
repayment is allowed by the Office of the Comptroller of the Currency and other 
appropriate regulatory authorities. See "Use of Proceeds" beginning on page 15. 
Total organizational costs as of December 31, 1998, amounted to                 

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approximately $175,396. These costs include consultant fees ($54,102) and       
regulatory application fees ($21,144).                                          

        All subscription funds received during the offering will be placed in an
escrow account and invested in bank accounts, including savings accounts and    
bank money market accounts, in direct obligations of the United States          
Government, and in short-term insured bank certificates of deposit with         
maturities not to exceed 90 days.                                               

       In the opinion of First Capital, the minimum net proceeds of $6,000,000
from the minimum offering will be adequate capital to support the growth of both
First Capital and First National Bank for their first five years of operation.  
It is not anticipated that First Capital will need to raise additional funds to 
meet expenditures required to operate the business of First Capital and First   
National Bank over the next 12 months. All anticipated material expenditures for
such period have been identified and provided for out of the proceeds of this   
offering. See "Use of Proceeds" beginning on page 15.                           

 BUSINESS OF FIRST CAPITAL

GENERAL                                                                         

        First Capital was incorporated as a Florida corporation on July 29, 1998
for the purpose of organizing First National Bank and purchasing 100% of the    
outstanding capital stock of First National Bank. First National Bank will      
conduct a general banking business in Fernandina Beach, Florida. First Capital  
has filed an application with the Federal Reserve Board to become a bank holding
company. First Capital has been organized as a mechanism to enhance First       
National Bank's ability to serve its future customers' requirements for         
financial services. The holding company structure will provide flexibility for  
expansion of First Capital's banking business through acquisition of other      
financial institutions and provision of additional banking-related services     
which the traditional commercial bank may not provide under present laws. For   
example, banking regulations require that First National Bank maintain a minimum
ratio of capital to assets. In the event that First National Bank's growth is   
such that this minimum ratio is not maintained, First Capital may borrow funds, 
subject to the capital adequacy guidelines of the Federal Reserve Board, and    
contribute them to the capital of First National Bank and otherwise raise       
capital in a manner which is unavailable to First National Bank under existing  
banking regulations.                                                            

        First Capital has no present plans to acquire any operating subsidiaries
other than First National Bank; however, it is expected that First Capital may  
make additional acquisitions in the event that First National Bank becomes      
profitable and such acquisitions are deemed to be in the best interests of First
Capital and its shareholders. Such acquisitions, if any, will be subject to     
certain regulatory approvals and requirements. See "Supervision and Regulation" 
beginning on page 26.                                                           

PREMISES                                                                        

       On June 16, 1998, First Capital entered into a contract to acquire 1.28
acres of land located at 1891 South 14th Street at its intersection with Island 
Walk Way in Fernandina Beach, Nassau County, Florida 32034, for a total purchase
price of $265,000. The property was purchased from Bosco Enterprises. One of the
principals of Bosco Enterprises is the husband of one of the organizers, Lorie  
L. McCarroll. The organizers have received an appraisal from an independent     
third party appraising the value of the property at $265,000. First Capital     
intends to construct its headquarters building on this property. The            

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building will contain approximately 6,500 square feet of finished space at a    
cost of approximately $800,000. The building is expected to contain one vault,  
an automated teller machine, seven offices, two loan closing rooms, five teller 
stations, four drive-in windows and a loan operations area.                     

    Until construction of the permanent bank building is complete, First
Capital and First National Bank will temporarily operate out of offices located 
at 1875A South 14th Street, Fernandina Beach, Florida 32034. First Capital will 
lease the approximately 1,584 square foot facility pursuant to an 11- month     
lease at the monthly rate of $1,200, or $9.09 per square foot. It is estimated  
that First Capital and First National Bank will operate out of this temporary   
facility for approximately twelve months until construction of the headquarters 
building is complete. First Capital is leasing its temporary offices from       
Miller, Lee & McCarroll, Inc., of which David F. Miller and Lorie L. McCarroll, 
two of the organizers, are principals. For additional information, see "Certain 
Transactions" at page 38.                                                       

      In addition to its headquarters facility, First National Bank plans to
open a small branch office facility, at a location to be determined, in the     
third year of its operations. Management expects that the land for this branch  
facility will be acquired for a purchase price of approximately $150,000 and the
building will be constructed for approximately $650,000. This facility is       
expected to contain a safe, two offices, four teller stations, and two drive-in 
windows. First Capital does not anticipate any material expenditures in         
connection with its compliance with environmental laws.                         

      The mailing address of First Capital's temporary office is 1875A South
14th Street, Fernandina Beach, Florida 32034, and its temporary telephone number
is (904) 321-0400.                                                              

 BUSINESS OF FIRST NATIONAL BANK

GENERAL                                                                         

   The organizers received preliminary approval from the Office of the
Comptroller of the Currency to charter First National Bank on January 27, 1999. 
The organizers expect to receive approval of First National Bank's application  
for deposit insurance from the FDIC by the end of May 1999.                     

      First National Bank anticipates that it will begin business operations
in July 1999 in a temporary facility located at 1875A South 14th Street,        
Fernandina Beach, Florida 32034. First National Bank plans to be a full service 
commercial bank, without trust powers. First National Bank will offer a full    
range of interest bearing and non-interest bearing accounts, including          
commercial and retail checking accounts, money market accounts, individual      
retirement accounts, regular interest bearing statement savings accounts,       
certificates of deposit, commercial loans, real estate loans, home equity loans 
and consumer/installment loans. In addition, First National Bank will provide   
such consumer services as U.S. Savings Bonds, travelers checks, cashiers checks,
safe deposit boxes, bank by mail services, direct deposit, credit cards and     
automatic teller services.                                                      

       The philosophy of management of First National Bank with respect to its
initial operations will emphasize prompt and responsive personal service to     
members of the business and professional community of Nassau County, Florida, in
order to attract customers and acquire market share now controlled by other     
financial institutions in First National Bank's market area. First National     
Bank's prime location and range of banking services, as well as its emphasis on 
personal attention and service, prompt decision making and consistency in       
banking personnel, will be major tools in First National Bank's efforts to      
capture such market share. In addition, First National Bank's executive officers
have                                                                            

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substantial banking experience, which will be an asset in providing both        
products and services designed to meet the needs of First National Bank's       
customer base. Several of the organizers are active members of the business     
community in and around the Fernandina Beach area, and continued active         
community involvement will provide an opportunity to promote First National Bank
and its products and services. The organizers intend to utilize target marketing
and superior selling efforts in order to build a distinct institutional image   
for First National Bank and to capture a customer base.                         

MARKET AREA AND COMPETITION                                                     

  The primary market area for the proposed bank in Fernandina Beach,
Nassau County, Florida, is within the Jacksonville metropolitan area, which     
includes the five counties of Duval, Nassau, St. Johns, Clay, and Baker. Nassau 
County is an integral part of the Jacksonville metropolitan area and has        
participated in the growth experienced by the Jacksonville metropolitan area in 
recent years. The Jacksonville market has a current population in excess of     
1,000,000 people and is projected to grow to a population of 1,200,000 by 2010. 
Fernandina Beach's strategic location within the Jacksonville metropolitan area,
along with its coastal setting, makes it a location of choice for many residents
taking advantage of the resources and job opportunities in the metropolitan     
market of Jacksonville.                                                         

    The five-county area has a lower unemployment rate than the State of
Florida which, in turn, is lower than the national average. The climate and     
geography of the area have encouraged strong population and economic growth and 
the new NFL football team, the Jacksonville Jaguars, has given the five-county  
area a higher profile regionally and nationally.                                

       First National Bank's primary service area represents a geographic area
which includes the communities of Amelia Island, Fernandina Beach, O'Neil, and  
Yulee, Florida, and St. Mary's, Georgia. The boundaries of the primary service  
area are the St. Mary's River and the State of Georgia to the North, the        
Atlantic Ocean to the East, Duval County to the South, and Baker County to the  
West.                                                                           

        Nassau County has many positive attributes that contribute to the area's
business growth and stability. These include easy access to two interstates, an 
extensive rail service network, Jacksonville International Airport, and the Port
of Fernandina, which is the deepest natural port on the southeastern coast of   
the United States. The paper, timber, and resort industries form the core of the
area's economy and, as an indication of recent growth, commercial building      
permits have increased 237% over the past ten years. Amelia Island is considered
to be one of the foremost residential and retirement areas in Florida as it     
attracts affluent retirees and second homeowners from the Eastern states of the 
country. The Ritz-Carlton Hotel with its 300 rooms and the Amelia Island        
Plantation are among the premier resort hotels on Florida's East Coast.         

       The 1990 census estimate of the population within a fifteen-mile radius
of the proposed bank site was approximately 51,000, a 67.5% increase over the   
1980 population. The population within the fifteen-mile radius is approximately 
70,000 currently, projected to be approximately 80,000 by 2004. From 1988 to    
1998, residential building permits increased from 609 to 996, an increase of    
63.5%, with much of that growth occurring in the last five years. The estimated 
average family income in Nassau County is $55,294 within a five-mile radius of  
the proposed bank site and $49,102 within a fifteen-mile radius. Median home    
values within a five-mile radius are $97,386, and $88,245 within a fifteen-mile 
radius.                                                                         

     First National Bank will target its products and services to meet the
needs of the area's customer base and will be a full-service bank, initially    
focusing on providing small- to middle-market business                          

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loans, residential mortgages, and consumer loans to these customers. The        
organizers estimate that more than 75% of First National Bank's proposed        
customer base will be businesses and/or residents located in the primary service
area. The primary service area represents a diverse market with a growing       
population and economy.                                                         

        Competition in First National Bank's primary service area is intense. As
of June 30, 1998, total bank deposits in Nassau County were approximately $369  
million; the market is served by six banks and three credit unions. The regional
bank holding companies represented in Nassau County are NationsBank Corporation 
with a market share of 28.6% total deposits, First Union Corporation with 28.5%,
SouthTrust Bank Corporation with 11.8%, Synovus Financial Corporation with      
14.0%, and Compass Bancshares, Inc. with 7.2%.                                  

        There are no existing locally-owned community banks in Nassau County, as
SouthTrust and Synovus recently entered the Nassau County market via the        
acquisition of the two remaining independent community banks. Therefore, upon   
opening for business in 1999, First National Bank will be the sole independent  
commercial bank headquartered in its primary service area.                      

       Financial institutions primarily compete with one another for deposits.
In turn, a bank's deposit base directly affects such bank's loan activities and 
general growth. Primary methods of competition include interest rates on        
deposits and loans, service charges on deposit accounts and the designing of    
unique financial services products. First National Bank will be competing with  
financial institutions which have much greater financial resources than it will 
have, and which may be able to offer more and unique services and possibly      
better terms to their customers. However, the organizers of First National Bank 
believe that it will be able to attract sufficient deposits to enable it to     
compete effectively with other area financial institutions. The organizers      
believe that First National Bank will have the advantage of being locally owned 
and managed, enabling it to benefit from the high visibility and excellent      
business contacts of its organizers.                                            

       First National Bank will be in competition with existing area financial
institutions other than commercial banks and savings and loan associations,     
including insurance companies, consumer finance companies, brokerage houses,    
credit unions and other business entities which have recently been invading the 
traditional banking markets. Due to the growth of First National Bank's market  
area, it is anticipated that additional competition will continue to be created 
by new entrants to the market.                                                  

DEPOSITS                                                                        

   First National Bank will offer a full range of interest-bearing and
non-interest-bearing accounts, including commercial and retail checking         
accounts, money market accounts, individual retirement accounts, regular        
interest-bearing statement savings accounts and certificates of deposit with    
fixed and variable rates and a range of maturity date options. The sources of   
deposits will be residents, businesses and employees of businesses within First 
National Bank's market area, obtained through the personal solicitation of its  
officers and directors, direct mail solicitation, and advertisements published  
in the local media. First National Bank will pay competitive interest rates on  
time and savings deposits up to the maximum permitted by law or regulation. In  
addition, First National Bank will implement a service charge fee schedule      
competitive with other financial institutions in its market area, covering such 
matters as maintenance fees on checking accounts, per item processing fees on   
checking accounts, returned check charges and the like.                         

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LOAN PORTFOLIO                                                                  

First National Bank will engage in a full complement of lending 
activities, including commercial loans, consumer and installment loans and real 
estate loans. First National Bank intends to generally allocate its loan        
portfolio as follows: commercial loans, 40%, real estate loans, 40% and consumer
loans, 20%. Initially, First National Bank will have a legal lending limit for  
unsecured loans of up to $900,000 to any one person. Management intends to      
originate loans and to participate with other banks with respect to loans which 
exceed First National Bank's lending limits. Management does not believe that   
loan participations will necessarily pose any greater risk of loss than loans   
which First National Bank originates. See "Supervision and Regulation" beginning
on page 26.                                                                     

       Lending will be directed principally towards individuals and businesses
whose demands for funds fall within First National Bank's legal lending limits  
and which are potential deposit customers of First National Bank. First National
Bank does not anticipate any foreign loans in First National Bank's loan        
portfolio. The following is a description of each of the major categories of    
loans anticipated in First National Bank's loan portfolio and the anticipated   
risks associated with each type of loan:                                        

Commercial and Industrial Loans                                 

        Commercial lending will be directed principally towards businesses whose
demands for funds fall within First National Bank's legal lending limits and who
are potential deposit customers of First National Bank. This category of loans  
includes loans made to individual, partnership or corporate borrowers, and      
obtained for a variety of business purposes. Particular emphasis will be placed 
on loans to small- and medium-sized businesses and professionals. Risks of these
types of loans depend on the general business conditions of the local economy   
and the local business borrower's ability to sell its products and services in  
order to generate sufficient business profits to repay First National Bank under
the agreed upon terms and conditions. The value of the collateral held by First 
National Bank as a measure of safety against loss is most volatile in this loan 
category.                                                                       

Consumer and Installment Loans                                  

First National Bank's consumer loans are projected to comprise  
approximately 20% of First National Bank's loan portfolio. The majority of      
consumer loans will include lines of credit and term loans secured by second    
mortgages on the residences of borrowers for a variety of purposes including    
home improvements, education, and other personal expenditures. The remaining    
consumer loans will consist primarily of installment loans to individuals for   
personal, family and household purposes, including automobile loans to          
individuals and pre-approved lines of credit. Loss or decline of income by the  
borrower due to layoffs, divorce or unexpected medical expenses represent       
unplanned occurrences that may represent risk of default to First National Bank.
In the event of default, a shortfall in the value of the collateral may pose a  
loss to First National Bank in this loan category.                              

Real Estate Loans                                               

   First National Bank's real estate loans will consist of residential
first and second mortgage loans, residential construction loans, and, to a      
limited degree, commercial real estate loans. These loans will be made          
consistent with First National Bank's appraisal policy and real estate lending  
policy which will detail maximum loan-to-value ratios and maturities. These     
loan-to-value ratios will be sufficient to compensate for fluctuations in the   
real estate market to minimize the risk of loss to First National Bank.         

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Residential Mortgage                            

        These loans will be granted to qualified individuals for the purchase of
existing single family residences in First National Bank's market area. Both    
fixed and variable rate loans will be offered with competitive terms and fees   
consistent with national mortgage investor guidelines. These loans will be made 
consistent with First National Bank's appraisal policy and real estate lending  
policy which will detail maximum loan-to-value ratios and maturities. Management
expects that these loan-to-value ratios will be sufficient to compensate for    
fluctuations in the real estate market to minimize the risk of loss. Mortgage   
loans that do not conform to First National Bank's asset/liability mix policies 
will be sold in the secondary markets. The risk of this type of activity depends
on the salability of the loan to national investors and interest rate changes.  
Delivering these loans to the end investor on a mandatory basis and meeting the 
investor's quality control procedures limits First National Bank's risk of      
making adjustable rate mortgage loans. The risk assumed by First National Bank  
will be conditioned upon its internal controls, loan underwriting and market    
conditions in the national mortgage market. First National Bank will retain     
loans for its portfolio when it has sufficient liquidity to fund the needs of   
the established customers and when rates are favorable to retain the loans. The 
loan underwriting standards and policies will generally be the same for both    
loans sold in the secondary market and those retained in First National Bank's  
portfolio.                                                                      

Residential Construction                        

These loans will be made for the construction of single family  
residences in First Capital's market area. The loans will be granted to         
qualified individuals with down payments of at least 20% of the appraised value 
or contract price, whichever is less. The interest rates are expected to        
fluctuate at 1% to 2% above First National Bank's prime interest rate during the
six month construction period. First National Bank will also charge a fee of 1% 
to 2% in addition to the normal closing costs. These loans generally command    
higher rates and fees commensurate with the risk warranted in the construction  
lending field. The risk in construction lending is dependent upon the           
performance of the builder in building the project to the plans and             
specifications of the borrower and First National Bank's ability to administer  
and control all phases of the construction disbursements. Upon completion of the
construction period, management anticipates that the mortgage will be converted 
to a permanent loan and normally sold to an investor in the secondary mortgage  
market.                                                                         

Commercial Real Estate                          

      To a limited extent, First National Bank anticipates that it will also
offer commercial real estate loans to developers of both commercial and         
residential properties. In making these loans, First National Bank intends to   
manage its credit risk by actively monitoring such measures as advance rate,    
cash flow, collateral value and other appropriate credit factors. Management    
will attempt to reduce credit risk in the commercial real estate portfolio be   
emphasizing loans on owner-occupied office and retail buildings where the       
loan-to-value ratio, established by independent appraisals, does not exceed 80%.
In addition, First National Bank may require personal guarantees of the         
principal owners.                                                               

        The organizers believe First National Bank's market offers a significant
opportunity for residential real estate mortgage lending. This opportunity      
includes residential construction loans to buyers and owners as well as to      
creditworthy contractors for custom-built homes with purchase contracts in      
place. First National Bank anticipates that permanent mortgage loans would be   
offered with terms that parallel purchase commitments from permanent investors. 

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       While risk of loss in First National Bank's loan portfolio is primarily
tied to the credit quality of the various borrowers, risk of loss may also      
increase due to factors beyond its control, such as local, regional and/or      
national economic downturns. General conditions in the real estate market may   
also impact the relative risk in First National Bank's real estate portfolio. Of
First National Bank's target areas of lending activities, commercial loans are  
generally considered to have greater risk than real estate loans or consumer    
installment loans.                                                              

      The organizers intend to originate loans and to participate with other
banks with respect to loans which exceed First National Bank's lending limits.  
Management does not believe that loan participations will necessarily pose any  
greater risk of loss than loans which First National Bank originates.           

INVESTMENTS                                                                     

      In its first year of operation, management anticipates that investment
securities will comprise approximately 27% of First National Bank's assets,     
other investments will comprise approximately 5% of its assets and loans will   
comprise approximately 63% of its assets. First National Bank intends to invest 
primarily in direct obligations of the United States, obligations guaranteed as 
to principal and interest by the United States, obligations of agencies of the  
United States, and certificates of deposit issued by commercial banks. In       
addition, First National Bank will enter into Federal Funds transactions with   
its principal correspondent banks and anticipates that it will primarily act as 
a net seller of such funds. The sale of Federal Funds amounts to a short-term   
loan from First National Bank to another bank.                                  

ASSET AND LIABILITY MANAGEMENT                                                  

   It is the objective of First National Bank to manage its assets and
liabilities to provide a satisfactory, consistent level of profitability. First 
National Bank's executive officers and the Asset/Liability Committee of the     
board of directors of the bank will be responsible for monitoring               
interest-bearing assets and interest-bearing liabilities to ensure stability of 
earnings. It is the overall philosophy of management to support asset growth    
primarily through growth of core deposits, which include deposits of all        
categories made by individuals, partnerships and corporations. Management will  
seek to invest the largest portion of First National Bank's assets in           
commercial, consumer and real estate loans.                                     

       First National Bank's asset/liability mix likely will be monitored on a
daily basis with a monthly report reflecting interest-sensitive assets and      
interest-sensitive liabilities being prepared and presented to the board of     
directors. The objective of this policy is to control interest-sensitive assets 
and liabilities so as to minimize the impact of substantial movements in        
interest rates on First National Bank's earnings.                               

CORRESPONDENT BANKING                                                           

       Correspondent banking involves the providing of services by one bank to
another bank which, from an economic or practical standpoint, cannot provide    
that service for itself. First National Bank may purchase correspondent services
offered by larger banks, including check collections, purchase of Federal Funds,
security safekeeping, investment services, coin and currency supplies, overline 
and liquidity loan participations, and sales of loans to or participations with 
correspondent banks.                                                            

        First National Bank anticipates that it will sell loan participations to
correspondent banks with respect to loans which exceed its lending limit. As    
compensation for services provided by a                                         

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correspondent, First National Bank may maintain certain balances with such      
correspondents in non-interest bearing accounts.                                

DATA PROCESSING                                                                 

     First National Bank intends to enter into a data processing servicing
agreement with a third party vendor which has not been identified at this time. 
It is expected that this servicing agreement will provide First National Bank   
with a full range of data processing services, including an automated general   
ledger, deposit accounting, commercial, real estate and installment lending,    
data processing, and central information filing.                                

YEAR 2000                                                                       

      As the year 2000 ("Year 2000") approaches, an important business issue
has emerged regarding existing application software programs and operating      
systems. To save computing time and disk space, many existing application       
software products were designed to accommodate only a two-digit year rather than
a four-digit year. For example, "99" is stored on the system and represents 1999
and "00" represents 1900. As a result, software or equipment that is date       
dependent may, for example, recognize a date using "00" as the year 1900 rather 
than the year 2000. This could result in a system failure or miscalculations    
causing disruption of operations, a temporary inability to process transactions,
send invoices, or engage in similar normal business activity.                   

       Communications and information systems, including systems which monitor
deposit and lending accounts, are critical to First Capital's and First National
Bank's business. Software and hardware developed by independent third parties   
will be installed to provide primary banking applications, including core       
processing systems. First National Bank intends to choose a source for these    
systems that has modified or upgraded its computer applications to become Year  
2000 compliant. In addition, First Capital and First National Bank intend to    
implement a Year 2000 compliance program whereby First National Bank will review
the Year 2000 issue that may be faced by its other third-party vendors and loan 
and deposit customers. Under such program, First Capital will examine the need  
for modifications or replacement of all non-Year 2000 compliant pieces of       
software. First Capital does not currently expect that the cost of its and First
National Bank's Year 2000 compliance program will be material to its financial  
conditions and expects that it will satisfy such compliance program without     
material disruption of its operations. Management of First Capital intends to   
evaluate the potential effect on its third-party vendor's data processing       
systems resulting from Year 2000 issues and to obtain a representation from such
vendor that its core processing systems will be fully Year 2000 compliant prior 
to the opening of First National Bank for business. In the event that First     
Capital, First National Bank, such vendor or its other significant vendors or   
loan customers do not successfully and timely achieve Year 2000 compliance,     
First National Bank's business, future prospects, financial condition or results
of operations could be materially adversely affected.                           

 An area of concern to First Capital, First National Bank, and its
primary regulator, the Office of the Comptroller of the Currency, is the effect 
of Year 2000 issues on its loan customers. Failure to address Year 2000 related 
issues could have significant impact on the ability of certain customers to     
continue operations. First National Bank's loan portfolio could be negatively   
impacted if customers are unable to honor loan agreements and defaults occur as 
a result of failure to address Year 2000. These customer relationships will be  
monitored to ensure that the necessary systems modifications will be made on a  
timely basis. In addition, First National Bank will review Year 2000 related    
issues as part of its normal underwriting criteria and loan approval process. It
also will include Year 2000 compliance                                          

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requirements and covenants requiring compliance within its standard loan        
agreements. Nevertheless, there can be no assurance that these customers will be
Year 2000 compliant. Failure of certain customers to adequately address these   
issues could result in loan defaults which would negatively impact First        
Capital's earnings.                                                             

        Although First Capital and First National Bank will take extensive steps
to address Year 2000 related issues, there can be no assurance that all         
necessary modifications will be identified and made or that unforeseen          
difficulties or costs will not arise. In addition, there can be no assurance    
that the failure of First National Bank's internal systems or the systems       
provided by its data processing vendor or other companies on which First        
Capital's systems rely will not negatively impact First National Bank's systems 
or operations.                                                                  

EMPLOYEES                                                                       

       In their first year of operation, First Capital and First National Bank
anticipate that they will employ 16 persons, including 5 officers. First        
National Bank will hire additional persons as needed, including additional      
tellers and financial service representatives.                                  

MONETARY POLICIES                                                               

    The results of operations of First National Bank will be affected by
credit policies of monetary authorities, particularly the Federal Reserve Board.
The instruments of monetary policy employed by the Federal Reserve Board include
open market operations in U.S. Government securities, changes in the discount   
rate on member bank borrowings, changes in reserve requirements against member  
bank deposits and limitations on interest rates which member banks may pay on   
time and savings deposits. In view of changing conditions in the national       
economy and in the money markets, as well as the effect of action by monetary   
and fiscal authorities, including the Federal Reserve Board, no prediction can  
be made as to possible future changes in interest rates, deposit levels, loan   
demand, or the business and earnings of First National Bank.                    

SUPERVISION AND REGULATION

        First Capital and First National Bank will operate in a highly regulated
environment, and their business activities will be governed by statute,         
regulation, and administrative policies. The business activities of First       
Capital and First National Bank will be closely supervised by a number of       
regulatory agencies, including the Federal Reserve Board, the Office of the     
Comptroller of the Currency, the Florida Banking Department and the FDIC.       

      First Capital will be regulated by the Federal Reserve Board under the
federal Bank Holding Company Act, which requires every bank holding company to  
obtain the prior approval of the Federal Reserve Board before acquiring more    
than 5% of the voting shares of any bank or all or substantially all of the     
assets of a bank, and before merging or consolidating with another bank holding 
company. The Federal Reserve Board (pursuant to regulation and published policy 
statements) has maintained that a bank holding company must serve as a source of
financial strength to its subsidiary banks. In adhering to the Federal Reserve  
Board policy, First Capital may be required to provide financial support to a   
subsidiary bank at a time when, absent such Federal Reserve Board policy, First 
Capital may not deem it advisable to provide such assistance.                   

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        Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994, which became effective in November 1994, the restrictions on interstate   
acquisitions of banks by bank holding companies were repealed on September 29,  
1995. The effect of the repeal of these restrictions is that First Capital and  
any other bank holding company located in Florida are able to acquire a bank    
located in any other state, and a bank holding company located outside Florida  
can acquire any Florida-based bank, in either case subject to certain deposit   
percentage and other restrictions. The legislation also provides that, unless an
individual state elects beforehand either                                       

-        to accelerate the effective date or                  
   -        to prohibit out-of-state banks from operating interstate
            branches within its territory, on or after June 1, 1997,

adequately capitalized and managed bank holding companies will be able to       
consolidate their multistate bank operations into a single bank subsidiary and  
to branch interstate through acquisitions. De novo branching by an out-of-state 
bank would be permitted only if it is expressly permitted by the laws of the    
host state. The authority of a bank to establish and operate branches within a  
state will continue to be subject to applicable state branching laws.           

        A bank holding company is generally prohibited from acquiring control of
any company which is not a bank and from engaging in any business other than the
business of banking or managing and controlling banks. However, there are       
certain activities which have been identified by the Federal Reserve Board to be
so closely related to banking as to be a proper incident thereto and thus       
permissible for bank holding companies, including the following activities:     

        -        acting as investment or financial advisor to subsidiaries and
certain outside companies;                  
        -        leasing personal and real property or acting as a broker with
respect thereto;                            
        -        providing management consulting advice to nonaffiliated banks
and nonbank depository institutions;        
-        operating collection agencies and credit bureaus;    
-        acting as a futures commission merchant;             
    -        providing data processing and data transmission services;
      -        acting as an insurance agent or underwriter with respect to
        limited types of insurance; o performing real estate
appraisals;                                 
-        arranging commercial real estate equity financing;   
-        providing securities brokerage services; and         
        -        underwriting and dealing in obligations of the United States,
the states and their political subdivisions.

      In determining whether an activity is so closely related to banking as
to be permissible for bank holding companies, the Federal Reserve Board is      
required to consider whether the performance of such activities by a bank       
holding company or its subsidiaries can reasonably be expected to produce such  
benefits to the public as greater convenience, increased competition and gains  
in efficiency that outweigh such possible adverse effects as undue concentration
of resources, decreased or unfair competition, conflicts of interest and unsound
banking practices. Generally, bank holding companies are required to obtain     
prior approval of the Federal Reserve Board to engage in any new activity not   
previously approved by the Federal Reserve Board.                               

        As a national bank, First National Bank is subject to the supervision of
the OCC and, to a limited extent, the FDIC and the Federal Reserve Board. With  
respect to expansion, national banks with a home                                

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state of Florida may establish branch banks to the same extent that any Florida 
state-chartered bank may do so.                                                 

    First National Bank is also subject to the Florida banking and usury
laws restricting the amount of interest which it may charge in making loans or  
other extensions of credit. In addition, First National Bank, as a subsidiary of
First Capital, is subject to restrictions under federal law in dealing with     
First Capital and other affiliates, if any. These restrictions apply to         
extensions of credit to an affiliate, investments in the securities of an       
affiliate and the purchase of assets from an affiliate.                         

     Loans and extensions of credit by national banks are subject to legal
lending limitations. Under federal law, a national bank may grant unsecured     
loans and extensions of credit in an amount up to 15% of its unimpaired capital 
and surplus to any person if the loans and extensions of credit are not fully   
secured by collateral having a market value at least equal to their face amount.
In addition, a national bank may grant loans and extensions of credit to a      
single person up to 10% of its unimpaired capital and surplus, provided that the
transactions are fully secured by readily marketable collateral having a market 
value determined by reliable and continuously available price quotations, at    
least equal to the amount of funds outstanding. This 10% limitation is separate 
from, and in addition to, the 15% limitation for unsecured loans. Loans and     
extensions of credit may exceed the general lending limit if they qualify under 
one of several exceptions. Such exceptions include certain loans or extensions  
of credit arising from the discount of commercial or business paper, the        
purchase of bankers' acceptances, loans secured by documents of title, loans    
secured by U.S. obligations and loans to or guaranteed by the federal           
government.                                                                     

    Both First Capital and First National Bank are subject to regulatory
capital requirements imposed by the Federal Reserve Board and the OCC. In 1989, 
both the Federal Reserve Board and the OCC issued new risk-based capital        
guidelines for bank holding companies and banks which make regulatory capital   
requirements more sensitive to differences in risk profiles of various banking  
organizations. The capital adequacy guidelines issued by the Federal Reserve    
Board are applied to bank holding companies on a consolidated basis with the    
banks owned by the holding company. The OCC's risk capital guidelines apply     
directly to national banks regardless of whether they are a subsidiary of a bank
holding company. Both agencies' requirements (which are substantially similar), 
provide that banking organizations must have capital equivalent to 8% of        
weighted risk assets. The risk weights assigned to assets are based primarily on
credit risks. Depending upon the riskiness of a particular asset, it is assigned
to a risk category. For example, securities with an unconditional guarantee by  
the United States government are assigned to the lowest risk category. A risk   
weight of 50% is assigned to loans secured by owner-occupied one to four family 
residential mortgages, provided that certain conditions are met. The aggregate  
amount of assets assigned to each risk category is multiplied by the risk weight
assigned to that category to determine the weighted values, which are added     
together to determine total risk-weighted assets. Both the Federal Reserve Board
and the OCC have also implemented new minimum capital leverage ratios to be used
in tandem with the risk-based guidelines in assessing the overall capital       
adequacy of banks and bank holding companies. Under these rules, banking        
institutions are required to maintain a ratio of 3% "Tier 1" capital to total   
assets (net of goodwill). Tier 1 capital includes common shareholders equity,   
noncumulative perpetual preferred stock and minority interests in the equity    
accounts of consolidated subsidiaries.                                          

 Both the risk-based capital guidelines and the leverage ratio are
minimum requirements, applicable only to top-rated banking institutions.        
Institutions operating at or near these levels are expected to have             
well-diversified risk, high asset quality, high liquidity, good earnings and in 
general, have to be considered strong banking organizations, rated composite 1  
under the CAMELS rating system                                                  

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for banks. Institutions with lower ratings and institutions with high levels of 
risk or experiencing or anticipating significant growth would be expected to    
maintain ratios 100 to 200 basis points above the stated minimums.              

   The OCC has amended the risk-based capital guidelines applicable to
national banks in an effort to clarify certain questions of interpretation and  
implementation, specifically with regard to treatment of originated and         
purchased mortgage servicing rights and other intangible assets. The OCC's      
guidelines provide that intangible assets are generally deducted from Tier 1    
capital in calculating a bank's risk-based capital ratio. However, certain      
intangible assets which meet specified criteria ("qualifying intangibles") such 
as mortgage servicing rights are retained as a part of Tier 1 capital. The OCC  
currently maintains that only mortgage servicing rights and purchased credit    
card relationships meet the criteria to be considered qualifying intangibles.   
The OCC's guidelines formerly provided that the amount of such qualifying       
intangibles that may be included in Tier 1 capital was strictly limited to a    
maximum of 25% of total Tier 1 capital. The OCC has amended its guidelines to   
increase the limitation on such qualifying intangibles from 25% to 50% of Tier 1
capital and further to permit the inclusion of purchased credit card            
relationships as a qualifying intangible asset.                                 

       In addition, the OCC has adopted rules which clarify treatment of asset
sales with recourse not reported on a bank's balance sheet. Among assets        
affected are mortgages sold with recourse under Fannie Mae, Freddie Mac and     
Farmer Mac programs. The rules clarify that even though those transactions are  
treated as asset sales for bank Call Report purposes, those assets will still be
subject to a capital charge under the risk-based capital guidelines.            

  The OCC, the Federal Reserve Board and the FDIC have adopted final
regulations revising their risk-based capital guidelines to further ensure that 
the guidelines take adequate account of interest rate risk. Interest rate risk  
is the adverse effect that changes in market interest rates may have on a bank's
financial condition and is inherent to the business of banking. Under the new   
regulations, when evaluating a bank's capital adequacy, the agency's capital    
standards now explicitly include a bank's exposure to declines in the economic  
value of its capital due to changes in interest rates. The exposure of a bank's 
economic value generally represents the change in the present value of its      
assets, less the change in the value of its liabilities, plus the change in the 
value of its interest rate off-balance sheet contracts. Concurrently, the       
agencies issued a joint policy statement to bankers, effective June 26, 1996, to
provide guidance on sound practices for managing interest rate risk. In the     
policy statement, the agencies emphasize the necessity of adequate oversight by 
a bank's board of directors and senior management and of a comprehensive risk   
management process. The policy statement also describes the critical factors    
affecting the agencies' evaluations of a bank's interest rate risk when making a
determination of capital adequacy. The agencies' risk assessment approach used  
to evaluate a bank's capital adequacy for interest rate risk relies on a        
combination of quantitative and qualitative factors. Banks that are found to    
have high levels of exposure and/or weak management practices will be directed  
by the agencies to take corrective action.                                      

      The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"Act"), enacted on December 19, 1991, provides for a number of reforms relating 
to the safety and soundness of the deposit insurance system, supervision of     
domestic and foreign depository institutions and improvement of accounting      
standards. One aspect of the Act involves the development of a regulatory       
monitoring system requiring prompt action on the part of banking regulators with
regard to certain classes of undercapitalized institutions. While the Act does  
not change any of the minimum capital requirements, it directs each of the      
federal banking agencies to issue regulations putting the monitoring plan into  
effect. The Act creates five "capital categories" ("well capitalized,"          
"adequately capitalized,"                                                       

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"undercapitalized," "significantly undercapitalized" and "critically            
undercapitalized") which are defined in the Act and which will be used to       
determine the severity of corrective action the appropriate regulator may take  
in the event an institution reaches a given level of undercapitalization. For   
example, an institution which becomes "undercapitalized" must submit a capital  
restoration plan to the appropriate regulator outlining the steps it will take  
to become adequately capitalized. Upon approving the plan, the regulator will   
monitor the institution's compliance. Before a capital restoration plan will be 
approved, any entity controlling a bank (i.e., holding companies) must guarantee
compliance with the plan until the institution has been adequately capitalized  
for four consecutive calendar quarters. The liability of the holding company is 
limited to the lesser of five percent of the institution's total assets or the  
amount which is necessary to bring the institution into compliance with all     
capital standards. In addition, "undercapitalized" institutions will be         
restricted from paying management fees, dividends and other capital             
distributions, will be subject to certain asset growth restrictions and will be 
required to obtain prior approval from the appropriate regulator to open new    
branches or expand into new lines of business.                                  

        As an institution drops to lower capital levels, the extent of action to
be taken by the appropriate regulator increases, restricting the types of       
transactions in which the institution may engage and ultimately providing for   
the appointment of a receiver for certain institutions deemed to be critically  
undercapitalized.                                                               

      The Act also provides that banks have to meet new safety and soundness
standards. In order to comply with the Act, the Federal Reserve Board, the OCC  
and the FDIC have adopted regulations defining operational and managerial       
standards relating to internal controls, loan documentation, credit             
underwriting, interest rate exposure, asset growth, and compensation, fees and  
benefits.                                                                       

       Both the capital standards and the safety and soundness standards which
the Act seeks to implement are designed to bolster and protect the deposit      
insurance fund.                                                                 

      In response to the directive issued under the Act, the regulators have
established regulations which, among other things, prescribe the capital        
thresholds for each of the five capital categories established by the Act. The  
following table reflects the capital thresholds:                                

                                                        · Enlarge/Download Table

                                           TOTAL RISK-BASED  TIER 1 RISK-BASED      TIER 1    
                                            CAPITAL RATIO      CAPITAL RATIO    LEVERAGE RATIO
                                            -------------      -------------    --------------
                                                                                              
Well capitalized(1).......................       10.0%              6.0%             5.0%     
Adequately Capitalized(1).................        8.0%              4.0%             4.0%(2)  
Undercapitalized(3).......................      < 8.0%            < 4.0%           < 4.0%(4)  
Significantly Undercapitalized(3).........      < 6.0%            < 3.0%           < 3.0%     
Critically Undercapitalized...............         --                --            < 2.0%(5)  

----------                                                                      
(1)      An institution must meet all three minimums.                           
(2)      3.0% for composite 1-rated institutions, subject to appropriate federal
banking agency guidelines.                                    
(3)      An institution falls into this category if it is below the specified   
capital level for any of the three capital measures.          
(4)      Less than 3.0% for composite 1-rated institutions, subject to          
appropriate federal banking agency guidelines.                
(5)      Ratio of tangible equity to total assets.                              

       As a national bank, First National Bank is subject to examination and
review by the OCC. This examination is typically completed on-site at least     
annually and is subject to off-site review at call. The OCC, at will, can access
quarterly reports of condition, as well as such additional reports as may be    
required by the national banking laws.                                          

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       As a bank holding company, First Capital is required to file with the
Federal Reserve Board an annual report of its operations at the end of each     
fiscal year and such additional information as the Federal Reserve Board may    
require pursuant to the Act. The Federal Reserve Board may also make            
examinations of First Capital and each of its subsidiaries.                     

         The scope of regulation and permissible activities of First Capital and
First National Bank is subject to change by future federal and state            
legislation. In addition, regulators sometimes require higher capital levels on 
a case-by-case basis based on such factors as the risk characteristics or       
management of a particular institution. First Capital and First National Bank   
are not aware of any attributes of their operating plan that would cause        
regulators to impose higher requirements.                                       

 ORGANIZERS AND PRINCIPAL SHAREHOLDERS

    The following persons comprise the organizers of First Capital and
First National Bank: Ron Anderson, Christina H. Bryan, C. Brett Carter, Suellen 
Rodeffer Garner, Dr. William K. Haley, Lorie L. McCarroll, David F. Miller,     
William J. Mock, Jr., Marlene J. Murphy, Robert L. Peters, Lawrence Piper,      
Michael G. Sanchez, Harry R. Trevett, Edward E. Wilson, and Marshall E. Wood.   
All of the organizers reside in or near Fernandina Beach, Florida. The          
organizers as a group intend to subscribe for 330,000 shares or $3,300,000 in   
the offering, which will equal approximately 54.1% of the 610,000 shares to be  
outstanding upon completion of the minimum offering or 33.0% of the 1,000,000   
shares to be outstanding upon completion of the maximum offering. In addition,  
on the date First National Bank opens for business, First Capital will grant up 
to 165,000 warrants to the organizers. See "Terms of the Offering - Purchases by
Organizers of First Capital" beginning on page 12.                              

  Upon the opening for business of First National Bank, Michael G.
Sanchez will receive options to purchase shares of First National Bank's common 
stock equal to the lesser of 30,000 shares or 5% of the amount of common stock  
sold in this offering, at an exercise price of $10.00 per share. Twenty percent 
of these options shall vest when First National Bank opens for business and     
twenty percent shall vest on each of the four successive anniversaries of First 
National Bank's opening for business. See "Management--Employment Agreement"    
beginning on page 35.                                                           

       Each of the organizers intends to purchase shares of the common stock
of First Capital in the offering. See "Security Ownership of Certain Beneficial 
Owners and Management" at page 37 for a table setting forth specific numbers of 
shares to be purchased and the percentage of common stock to be owned by the    
organizers after completion of the minimum offering.                            

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF FIRST CAPITAL AND FIRST NATIONAL BANK       

     First Capital's directors and executive officers and First National
Bank's proposed directors and executive officers are as follows:                

                                                                · Download Table

                                                            Proposed Position    
        Name             Position with First Capital   with First National Bank  
        ----             ---------------------------   ------------------------  
                                                                                 
Ron Anderson                   Class II Director                Director         
Christina H. Bryan             Class I Director                 Director         
C. Brett Carter                Class II Director                Director         
Suellen Rodeffer Garner      Chairman of the Board                               
                             and Class I Director         Chairman of the Board  
Dr. William K. Haley           Class II Director                Director         
Lorie L. McCarroll               Treasurer and                                   
                               Class II Director                Director         
David F. Miller                Class II Director                Director         
William J. Mock, Jr.          Class III Director                Director         
Marlene J. Murphy             Class III Director                Director         
Robert L. Peters                 Secretary and                                   
                              Class III Director                Director         
Lawrence Piper                Class III Director                Director         
Michael G. Sanchez        President, Chief Executive   President, Chief Executive
                         Officer and Class I Director     Officer and Director   
Harry R. Trevett               Class I Director                 Director         
Edward E. Wilson              Class III Director                Director         
Marshall E. Wood               Class I Director                 Director         

   Each of the above persons, with the exception of Suellen Rodeffer
Garner and Michael G. Sanchez, has been a director of First Capital since August
1, 1998. Ms. Garner and Mr. Sanchez have served as directors since inception.   
First Capital has a classified Board of Directors whereby one-third of the      
members will be elected each year at its Annual Meeting of Shareholders. Upon   
such election, each director of First Capital will serve for a term of three    
years. See "Description of Capital Stock--Board of Directors" beginning on page 
40. First Capital's officers are appointed by the board of directors and hold   
office at the will of the board.                                                

         Each of First National Bank's proposed directors will, upon approval of
the Office of the Comptroller of the Currency, serve until First National Bank's
first shareholders' meeting, which meeting will be held shortly after First     
National Bank receives its charter. At that meeting, First Capital,             

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as sole shareholder of First National Bank, intends to elect each interim       
director to First National Bank's board of directors, and intends to elect      
Michael G. Sanchez as President and Chief Executive Officer of First National   
Bank. After the first shareholders' meeting, directors of First National Bank   
will serve for a term of one year and will be elected each year at its Annual   
Meeting of Shareholders. First National Bank's officers will be appointed by its
board of directors and will hold office at the will of the board.               

       RON ANDERSON, age 54, has served as a director of First Capital since
August 1, 1998. Prior to his service with First Capital, Mr. Anderson served as 
managing general partner of Marel Enterprises, a family limited partnership,    
since 1997. Mr. Anderson is also the President of several automobile-related    
businesses, including Ron Anderson Chevrolet-Olds, Anderson Pontiac-Buick-Olds- 
GMC, Inc., Ron Anderson Pontiac-Buick-GMC, Rontex-Douglas, and Anderson         
Enterprises. Mr. Anderson served as a director of Bank South, Douglas, Georgia, 
from 1985 to 1986.                                                              

       CHRISTINA H. BRYAN, age 53, has served as a director of First Capital
since August 1, 1998. Ms. Bryan is a co-owner of several businesses, serving in 
the following capacities: director and Treasurer of Rex Packing, Inc. since     
1972; President of Florida Petroleum Corp. since 1984; Secretary and Treasurer  
of Island Seafood Co. since 1972; Director and Vice President of YCG, Inc. since
1980; and director and Vice President of YE Hall, Inc. since 1972.              

    C. BRETT CARTER, age 38, has served as a director of First Capital
since August 1, 1998. Mr. Carter has served as President of Brett's Waterway    
CAFE, Inc. since 1989 and as President of Fernandina Improvements, Inc. since   
1997. Mr. Carter has also served as a director of Amelia's Restaurant, Inc.     
since 1989.                                                                     

    SUELLEN RODEFFER GARNER, age 42, has served as a director of First
Capital since July 31, 1998, and served as Secretary and Treasurer of First     
Capital from Inception to July 1998. Ms. Garner served as a director of Barnett 
Bank of Nassau County from 1990 to 1998. In addition, Ms. Garner is a licensed  
orthodontist and has been co-owner of Suellen Rodeffer and David Tod Garner     
D.D.S., P.A. since 1983.                                                        

         DR. WILLIAM K. HALEY, age 42, has served as a director of First Capital
since August 1, 1998. Dr. Haley is a general surgeon who has been in active     
practice in Fernandina since 1988. He is past President of the Nassau County    
Medical Society and former medical advisor to the Nassau County Division of the 
American Cancer Society. He is currently on the executive board of the Florida  
Surgical Society. Dr. Haley served as President of the medical staff at Nassau  
Baptist Hospital from 1996 to 1998.                                             

       LORIE L. MCCARROLL, age 33, has served as a director of First Capital
since August 1, 1998 and as its Treasurer since July 1998. Ms. McCarroll is a   
Certified Public Accountant and has served in that capacity for Lorie L.        
McCarroll, CPA since 1992. Ms. McCarroll has also served as an officer with     
several rental real estate companies, including Lee-McCarroll, Inc. (Vice       
President since 1997); Miller Trevett, McCarroll, Inc. (Treasurer since 1996);  
and Miller, Lee & McCarroll, Inc. (Vice President and Secretary since 1997).    

    DAVID F. MILLER, age 69, has served as a director of First Capital
since August 1, 1998. He has owned Amelia Service Center, Inc., a real estate   
business in Fernandina Beach, Florida, since 1991. Mr. Miller served as         
President and Vice-Chairman of the Board of Directors of J.C. Penny Co. from    
1953 to 1990, and as a director of Barnett Bank of Jacksonville, Florida from   
1990 to 1996. Mr. Miller has also served as a director of Winn-Dixie Stores,    
Inc. since 1986 and for Suiza Corp. since 1997.                                 

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         WILLIAM J. MOCK, JR., age 30, has served as a director of First Capital
since August 1, 1998. Mr. Mock is the owner of Prudential Island Realty, a real 
estate sales company which he opened in January 1994. Mr. Mock also serves as   
President of two real estate investment companies, The Centre Street Company    
since 1998, and Mock Land Company since 1996.                                   

      MARLENE J. MURPHY, age 57, has served as a director of First Capital
since August 1, 1998. Ms. Murphy has been a co-owner of and served as President 
of Tilted Anchor Inc., a retail store located in Fernandina Beach, Florida,     
since 1983.                                                                     

     ROBERT L. PETERS, age 38, has served as a director of First Capital
since August 1, 1998, and as its Secretary since July 1998. Mr. Peters has been 
as an attorney with the law firm of Jacobs and Peters in Fernandina Beach,      
Florida, since 1993. Mr. Peters holds a B.S. in accounting and real estate and  
received his J.D. from Florida State University.                                

         LAWRENCE PIPER, age 42, has served as a director of First Capital since
August 1, 1998. Mr. Piper has owned and managed Coastal Telephone Systems, a    
telephone sales and service company, since 1991.                                

         MICHAEL G. SANCHEZ, age 49, has served as President and Chief Executive
Officer of First Capital since July 31, 1998 and as a director since inception. 
Mr. Sanchez will continue to serve as First Capital's President and Chief       
Executive Officer after First National Bank begins operations and will serve in 
the same capacity for First National Bank once elected, as intended, by the     
Board of Directors. Mr. Sanchez has entered into an employment agreement with   
First Capital and First National Bank. Prior to founding First Capital, Mr.     
Sanchez served as Group President of Lending for Tucker Federal Bank, Tucker,   
Georgia, from 1997 to 1998. He also served as President, Chief Executive Officer
and director of Premier Bank, Acworth, Georgia, from 1995 to 1996 and for       
Summerville National Bank, Summerville, South Carolina, from 1993 to 1995. Mr.  
Sanchez also served as a senior vice president with Prime Bank, Decatur,        
Georgia, from 1990 to 1993; with Enterprise National Bank, Atlanta, Georgia,    
from 1988 to 1990; and with National City Bank, Rome, Georgia, from 1972 to     
1983. Prior to his service with Enterprise National Bank, Mr. Sanchez served as 
Vice President and Regional Manager for Bank South, N.A., Atlanta, Georgia, from
1983 to 1988. Mr. Sanchez has over 25 years of experience in the banking        
industry.                                                                       

     HARRY R. TREVETT, age 43, has served as a director of First Capital
since August 1, 1998. Mr. Trevett is a certified general contractor and a       
licensed real estate broker in the state of Florida. Mr. Trevett owns and serves
as President of several businesses in the real estate and construction          
industries, including Trevett & Associated Realty (since 1979); Trevett Homes,  
Inc. (since 1982); and Trevett Construction Group (since 1988).                 

     EDWARD E. WILSON, age 47, has served as a director of First Capital
since August 1, 1998. Mr. Wilson is a licensed insurance agent. He is part-owner
and has served as an officer of several Florida insurance agencies comprising   
Morrow Insurance Group, Inc., including agencies located in Madison (Secretary  
and Treasurer since 1985); Dowling Park (Secretary and Treasurer since 1988);   
Fernandina Beach (President since 1987); and Yulee (President since 1998).      

     MARSHALL E. WOOD, age 52, has served as a director of First Capital
since August 1, 1998. Mr. Wood is an attorney licensed in the states of Florida 
and Tennessee. In addition, Mr. Wood served as a director of Barnett Bank of    
Nassau County from 1981 to 1998. Mr. Wood has served as President and sole      
director of Marshall E. Wood, P.A., Amelia Island, Florida since 1995 and served
as Vice President and Director for Wood & Poole, P.A. from 1986 to 1995.        

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     There are no family relationships between any director or executive
officer and any other director or executive officer of First Capital.           

EXECUTIVE COMPENSATION                                                          

     The following table provides certain summary information concerning
compensation paid or accrued by First Capital to or on behalf of its Chief      
Executive Officer for the year ended December 31, 1998. No other officers or    
directors of the Board have received compensation in excess of $100,000 for     
services to First Capital.                                                      

SUMMARY COMPENSATION TABLE

                                                                · Download Table

                               Annual Compensation         
                               -------------------         
      Name and                                             
 Principal Position  Year    Salary                  Bonus 
 ------------------  ----    ------                  ----- 
                                                           
Michael G. Sanchez   1998  $32,000(1)               $ - 0 -
   President and                                           
   Chief Executive                                         
   Officer                                                 

----------                                                                      
(1) Salary figure pro-rated from September 1, 1998, the date Mr. Sanchez was    
first employed by First National Bank.                                  

EMPLOYMENT AGREEMENT                                                            

       On September 1, 1998, the organizers entered into an employment agreement
with Michael G. Sanchez pursuant to which Mr. Sanchez is employed as President  
and Chief Executive Officer of First National Bank for a period beginning on    
August 15, 1998, and ending on August 15, 2003. Under the employment agreement, 
Mr. Sanchez is entitled to receive a minimum annual base salary of $96,000,     
which may be increased from time to time in the sole discretion of the board of 
directors of First National Bank. In addition, Mr. Sanchez will be provided with
an automobile, at a cost not to exceed $25,000, as soon as First Capital's      
initial public offering is completed, and will receive a bonus of $10,000 as    
soon as practicable after First National Bank opens for business.               

     Beginning on the first anniversary of First National Bank's opening for
business and on each successive anniversary until it is profitable on a         
cumulative basis, Mr. Sanchez shall be eligible to receive in addition to his   
base salary such performance bonuses as determined in the discretion of the     
board of directors of First National Bank. Beginning on the end of the first    
year in which First National Bank becomes profitable on a cumulative basis and  
continuing in each successive year thereafter during the term of the employment 
agreement, Mr. Sanchez shall receive a bonus equal to five percent of the net   
income of First National Bank.                                                  

       The employment agreement provides for the grant of stock options to Mr.
Sanchez in the amount of the lesser of 30,000 shares or five percent of the     
common stock of First Capital sold in its initial public offering, at a purchase
price of $10.00 per share pursuant to an incentive stock option plan which was  
adopted by the board of directors of First Capital in November of 1998. Twenty  
percent of these options will vest beginning on the date First National Bank    
opens for business, and twenty percent will vest on each of the four successive 
anniversaries of its opening for business. All such options will be exercisable 
for a period of ten years from the date of grant.                               

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      The employment agreement also provides that Mr. Sanchez will receive any
and all benefits, such as health, hospitalization, disability, and term life    
insurance, generally made available to other senior executives of First Capital 
and First National Bank.                                                        

    Mr. Sanchez has agreed to a non-compete and non-solicitation provision
pursuant to which he agrees that, through the actual date of termination of the 
employment agreement and for a period of twelve months after that time, he will 
not, without the prior written consent of First National Bank, either directly  
or indirectly serve as an executive officer of any bank, bank holding company,  
or other financial institution within a 35-mile radius of First National Bank.  

    The employment agreement further provides that First National Bank may
terminate the employment of Mr. Sanchez for any reason, and, upon termination,  
Mr. Sanchez would be entitled to the payment of his base salary for a period of 
twelve months.                                                                  

COMPENSATION OF DIRECTORS                                                       

      Directors will not receive any compensation during First National Bank's
first year of operations.                                                       

STOCK OPTION PLANS                                                              

      First Capital's board of directors has adopted an incentive stock option
plan to cover Mr. Sanchez' options and for employees who are contributing       
significantly to the management or operation of the business of First Capital or
its subsidiaries as determined by a committee designated by the board of        
directors to administer the plan. The plan is contingent upon approval by the   
shareholders of First Capital. The plan provides for the grant of options at the
discretion of the committee administering the plan. No person may serve as a    
member of the committee who is then eligible for a grant of options under the   
plan or has been so eligible for a period of one year prior to his or her       
service on the committee. The option exercise price must be at least 100% (110% 
in the case of a holder of 10% or more of the common stock) of the fair market  
value of the stock on the date the option is granted. The options are           
exercisable by the holder thereof in full at any time prior to their expiration 
in accordance with the terms of the plan. Stock options granted pursuant to the 
plan will expire on or before                                                   

         -        the date which is the tenth anniversary of the date the option
is granted, or                              
         -        the date which is the fifth anniversary of the date the option
               is granted in the event that the option is granted to a key
                employee who owns more than 10% of the total combined voting
                power of all classes of stock of First Capital or any of its
subsidiaries, if any.                       

    The board of directors may, at First Capital's first annual meeting of
shareholders after First National Bank opens for business, propose for          
shareholder approval a directors' stock option plan, which will be designed to  
provide incentive compensation to directors in the event that First Capital's   
common stock increases in value during the term of such options. The details of 
this directors' option plan have not yet been determined, but these details will
be disclosed to shareholders in First Capital's proxy statement issued in       
connection with solicitation of shareholder approval of such plan.              

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Each of the organizers of First Capital intends to purchase a number of
the shares of common stock of First Capital offered hereby, as set forth in the 
following table, which specifies the percentage of common stock to be owned by  
the organizers assuming completion of the minimum offering of 610,000 shares. In
addition to the number of shares listed below, each of the organizers will be   
granted warrants to purchase additional shares of common stock. For additional  
information regarding the terms of the warrants, see "Terms of the              
Offering--Purchases by Organizers of First Capital" beginning on page 12.       

                                                                · Download Table

                                                         PERCENT OF
                                           NUMBER OF       TOTAL   
NAME OF BENEFICIAL OWNER                    SHARES         SHARES  
------------------------                   --------       -------  
                                                                   
Ron Anderson                               15,000          2.46%   
Christina H. Bryan                         25,000          4.10    
C. Brett Carter                            40,000          6.56    
Suellen Rodeffer Garner                    40,000          6.56    
Dr. William K. Haley                       10,000          1.64    
Lorie L. McCarroll                         15,000          2.46    
David F. Miller                            40,000          6.56    
William J. Mock                            20,000          3.28    
Marlene J. Murphy                          10,000          1.64    
Robert L. Peters                           20,000          3.28    
Lawrence Piper                              5,000          0.82    
Michael G. Sanchez                         10,000          1.64    
Harry R. Trevett                           40,000          6.56    
Edward E. Wilson                           20,000          3.28    
Marshall E. Wood                           20,000          3.28    
                                          -------          ----    
                               TOTAL      330,000          54.10%  

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CERTAIN TRANSACTIONS

        Once First National Bank opens for business, it is anticipated that it
will extend loans from time to time to certain of its directors, executive      
officers, their associates, and members of the immediate families of the        
directors. These loans will be made in the ordinary course of business on       
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with persons 
not affiliated with First Capital or First National Bank, and will not involve  
more than the normal risk of collectibility or present other unfavorable        
features.                                                                       

        The rental real estate firm of Miller, Lee & McCarroll, Inc., of which
David F. Miller is part-owner and Lorie L. McCarroll is Vice President,         
Secretary, and part-owner, is lessor of First Capital's temporary office space  
at 1875 South 14th Street, Fernandina Beach, Florida 32034, and receives monthly
rental payments of $1,200 thereon from First Capital. Based on available market 
data, the board of directors has determined that the lease rate is competitive. 
Ms. McCarroll and Mr. Miller are directors of First Capital and First National  
Bank.                                                                           

     The real property on which the permanent facility will be built was
acquired from Bosco Enterprises. One of the principals of Bosco Enterprises is  
the husband of organizer and Director Lorie McCarroll. The organizers have      
received an appraisal from an independent third party appraising the value of   
the property at the purchase price, $265,000.                                   

  First Capital has acquired key-man life insurance on the life of
Michael G. Sanchez from Morrow Insurance Group, Inc. Edward E. Wilson, an       
organizer and director of First Capital and First National Bank, is the owner of
Morrow Insurance Group, Inc. Although the policy is being underwritten by an    
independent insurance company, it is expected that Mr. Wilson will receive      
commissions as an agent for his involvement with the transaction.               

DESCRIPTION OF CAPITAL STOCK

      The authorized capital stock of First Capital consists of 10,000,000
shares of common stock, $.01 par value, and 1,000,000 shares of preferred stock,
$.01 par value. No shares of either type are presently issued and outstanding.  

COMMON STOCK                                                                    

      The holders of common stock are entitled to elect the members of the
board of directors of First Capital and such holders are entitled to vote as a  
class on all matters required or permitted to be submitted to the shareholders  
of First Capital.                                                               

        No holder of any class of stock of First Capital has preemptive rights
with respect to the issuance of shares of that or any other class of stock and  
the common stock is not entitled to cumulative voting rights with respect to the
election of directors.                                                          

 The holders of common stock are entitled to dividends and other
distributions if, as, and when declared by the board of directors out of assets 
legally available therefor. Upon the liquidation, dissolution, or winding up of 
First Capital, the holder of each share of common stock will be entitled to     
share equally in the distribution of First Capital's assets. The holders of     
common stock are not entitled to the benefit of any sinking fund provision. The 
shares of common stock of First Capital are not subject                         

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to any redemption provisions, nor are they convertible into any other security  
or property of First Capital. All outstanding shares of each class of common    
stock are, and the shares to be outstanding upon completion of this offering    
will be, fully paid and nonassessable.                                          

WARRANTS                                                                        

         First Capital is authorized to issue and sell up to 165,000 warrants in
this offering. Each warrant entitles the holder to purchase one share of common 
stock at an exercise price of $10.00 per share for a period of five years       
beginning on the date First National Bank opens for business. The warrants will 
become exercisable in equal amounts beginning on the date First National Bank   
opens for business and on each of the four succeeding anniversaries of that     
date. Each organizer will be granted one warrant for every two shares that he or
she purchases in the offering, assuming 900,000 shares are sold in the offering.
However, if less than 900,000 shares are sold in the offering, the organizers   
will receive fewer warrants so that the total number of warrants to be granted  
to the organizers plus the number of options to be granted under the incentive  
stock option plan (100,000) will not exceed 23% of the total number shares      
outstanding after the offering.                                                 

        The warrants have antidilution provisions for stock dividends, splits,
mergers, and for certain other events.                                          

         The warrants may be exercised upon surrender of the warrant certificate
before the expiration date at the offices of First Capital. The warrant         
certificate must be accompanied by the subscription form attached to the warrant
and payment of the full exercise price for the number of warrants being         
exercised.                                                                      

  First Capital has reserved sufficient shares of common stock for
issuance upon exercise of the warrants. The reserved shares are included in the 
registration statement of which this prospectus is a part. Further, First       
Capital has filed an undertaking with the SEC that it will maintain an effective
registration statement by filing any necessary post-effective amendments or     
supplements to the registration statement throughout the term of the warrants   
with respect to the warrants and the shares of common stock issuable upon       
exercise of the warrants.                                                       

         No holder of any warrant will be entitled to vote, receive dividends or
be deemed the holder of common stock for any purpose until the warrant has been 
exercised and the common stock purchasable upon the exercise of the warrant has 
been delivered.                                                                 

PREFERRED STOCK                                                                 

 The board of directors may, without approval of First Capital's
shareholders, from time to time authorize the issuance of preferred stock in one
or more series for such consideration and, within certain limits, with such     
relative rights, preferences and limitations as the board of directors may      
determine. The relative rights, preferences and limitations that the board of   
directors has the authority to determine as to any such series of preferred     
stock include, among other things, dividend rights, voting rights, conversion   
rights, redemption rights and liquidation preferences. Because the board of     
directors has the power to establish the relative rights, preferences and       
limitations of each series of preferred stock, it may afford to the holders of  
any such series preferences and rights senior to the rights of the holders of   
shares of common stock. Although the board of directors has no intention at the 
present time of doing so, it could cause the issuance of preferred stock that   
could discourage an acquisition attempt or other transactions that some, or a   
majority of, the shareholders might believe to be in their best interests or in 
which the                                                                       

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shareholders might receive a premium for their shares of common stock over the  
market price of such shares.                                                    

BOARD OF DIRECTORS                                                              

     The initial board of directors of First Capital consists of fifteen
directors. The directors are divided into three classes, designated Class I,    
Class II and Class III. Each class will consist, as nearly as may be possible,  
of one-third of the total number of directors constituting the entire board of  
directors. The term of First Capital's initial Class I directors will expire at 
its first annual meeting of shareholders; the term of its initial Class II      
directors will expire at the second annual meeting of shareholders; and the term
of its initial Class III directors will expire at the third annual meeting of   
shareholders. At each annual meeting of shareholders, successors to the class of
directors whose term expires at the annual meeting will be elected for a        
three-year term. If the number of directors is changed, an increase or decrease 
will be apportioned among the classes so as to maintain the number of directors 
in each class as nearly equal as possible, and any additional director of any   
class elected to fill a vacancy resulting from an increase in such class will   
hold office for a term that will coincide with the remaining term of that class,
but in no event will a decrease in the number of directors shorten the term of  
any incumbent director. Any director elected to fill a vacancy not resulting    
from an increase in the number of directors will have the same remaining term as
that of his predecessor. Except in the case of removal from office, any vacancy 
on the board of directors, will be filled by a majority vote of the remaining   
directors then in office.                                                       

       Any director may be removed, with or without cause, at any regular or
special meeting of shareholders called for that purpose, and his or her position
filled by another person nominated and elected for that purpose by the holders  
of 75 percent of the outstanding shares of First Capital's common stock.        

   The effect of the staggered board of directors is to make it more
difficult for a person, entity or group to effect a change in control of First  
Capital through the acquisition of a large block of its voting stock.           

REQUIREMENTS FOR SUPERMAJORITY APPROVAL OF TRANSACTIONS                         

        First Capital's Articles of Incorporation contain provisions requiring
supermajority shareholder approval to effect certain extraordinary corporate    
transactions which are not approved by the board of directors. The Articles of  
Incorporation require the affirmative vote or consent of the holders of at least
two-thirds (66-2/3%) of the shares of each class of common stock of First       
Capital entitled to vote in elections of directors to approve any merger,       
consolidation, disposition of all or a substantial part of the assets of First  
Capital or a subsidiary of First Capital, exchange of securities requiring      
shareholder approval, or liquidation of First Capital, if any person who,       
together with his affiliates and associates owns beneficially 5% or more of any 
voting stock of First Capital, is a party to the transaction. However, this     
supermajority requirement is waived if three-fourths (75%) of the entire board  
of directors of First Capital approves the transaction. In addition, the        
Articles of Incorporation require the separate approval by the holders of a     
majority of the shares of each class of stock of First Capital entitled to vote 
in elections of directors which are not beneficially owned, directly or         
indirectly, by an "interested" person, of any merger, consolidation, disposition
of all or a substantial part of the assets of First Capital or a subsidiary of  
First Capital, or exchange of securities requiring shareholder approval, if the 
"interested" person is a party to such transaction. This separate approval is   
not required if                                                                 

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       -        the consideration to be received by the holders of the stock
                 of First Capital meets certain minimal levels determined by a
              formula under the Articles of Incorporation (generally the
                highest price paid by the "interested" person for any shares
which he has acquired),                     
        -        there has been no reduction in the average dividend rate from
              that which was obtained prior to the time the "interested"
person became such, and                     
       -        the consideration to be received by shareholders who are not
                 "interested" persons will be paid in cash or in the same form
                 as the "interested" person previously paid for shares of such
class of stock.                             

         These Articles of First Capital's Articles of Incorporation, as well as
the Article establishing a classified board of directors, may be amended,       
altered, or repealed only by the affirmative vote or consent of the holders of  
at least 75 percent of the shares of each class of stock of First Capital       
entitled to vote in elections of directors.                                     

   The effect of these provisions is to make it more difficult for a
person, entity or group to effect a change in control of First Capital through  
the acquisition of a large block of its voting stock.                           

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS          

As provided under Florida law, First Capital's Articles of    
Incorporation provide that a director shall not be personally liable to First   
Capital or its shareholders for monetary damages for breach of duty of care or  
any other duty owed to First Capital as a director, except that such provision  
will not eliminate or limit the liability of a director                         

    -        for any appropriation, in violation of his duties, of any
business opportunity of First Capital,      
        -        for acts or omissions which involve intentional misconduct or
a knowing violation of law,                 
-        for unlawful corporate distributions, or             
  -        for any transaction from which the director received an
improper personal benefit.                  

        Article VI of First Capital's Bylaws provides that First Capital shall
indemnify a director who has been successful in the defense of any proceeding to
which he was a party or in defense of any claim, issue or matter therein because
he is or was a director of First Capital, against reasonable expenses incurred  
by him in connection with such defense.                                         

       First Capital's Bylaws also provide that First Capital is required to
indemnify any director, officer, employee or agent made a party to a proceeding 
because he is or was a director, employee or agent against liability incurred in
the proceeding if he acted in a manner he believed in good faith or to be in or 
not opposed to the best interests of First Capital and, in the case of any      
criminal proceeding, he had no reasonable cause to believe his conduct was      
unlawful. Determination concerning whether or not the applicable standard of    
conduct has been met can be made by                                             

-         a disinterested majority of the Board of Directors, 
 -         a majority of a committee of disinterested directors,
-         independent legal counsel, or                       
-         an affirmative vote of a majority of shares held by 
disinterested shareholders.               

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        No indemnification may be made to or on behalf of a director, officer,
employee or agent                                                               

      -        in connection with a proceeding by or in the right of First
             Capital in which such person was adjudged liable to First
Capital, or                                 
       -        in connection with any other proceeding in which such person
              was adjudged liable on the basis that personal benefit was
improperly received by him.                 

       First Capital may, if authorized by its shareholders by a majority of
votes which would be entitled to be cast in a vote to amend its Articles of     
Incorporation, indemnify or obligate itself to indemnify a director, officer,   
employee or agent made a party to a proceeding, including a proceeding brought  
by or in the right of First Capital.                                            

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the Registrant pursuant to the foregoing provisions, or otherwise, First Capital
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.                                               

STATUTORY ANTI-TAKEOVER PROVISIONS                                              

    The State of Florida has statutory provisions relating to business
combinations between a Florida corporation and an "interested shareholder" that 
outline the statutory requirements to effect such transactions. Florida also has
statutory provisions relating to "control-share acquisitions." However, these   
statutory anti-takeover provisions do not apply to First Capital because it has 
elected not to be governed by these provisions in its Articles of Incorporation.

 LEGAL PROCEEDINGS

        There are no material pending legal proceedings to which First Capital
or First National Bank is a party or of which any of their properties are       
subject; nor are there material proceedings known to First Capital or First     
National Bank to be contemplated by any governmental authority; nor are there   
material proceedings known to First Capital or First National Bank, pending or  
contemplated, in which any director, officer or affiliate or any principal      
security holder of First Capital or First National Bank, or any associate of any
of the foregoing is a party or has an interest adverse to First Capital or First
National Bank.                                                                  

 LEGAL MATTERS

     Certain legal matters in connection with the shares of Common Stock
offered hereby have been passed upon for First Capital by Smith, Gambrell &     
Russell, LLP, Atlanta, Georgia, counsel to First Capital.                       

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 EXPERTS

   The financial statements of First Capital as of December 31, 1998
included in this Prospectus have been audited by Porter Keadle Moore LLP,       
independent certified public accountants, as stated in their report, which is   
included herein, and has been so included in reliance upon the report of such   
firm given upon their authority as experts in accounting and auditing.          

ADDITIONAL INFORMATION

    First Capital has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a registration statement under the Securities Act of    
1933 with respect to the shares of common stock in this offering. This          
prospectus does not contain all of the information included in the registration 
statement and the exhibits and schedules thereto. For further information with  
respect to First Capital and the common stock, reference is made to the         
registration statement and the exhibits and schedules included with the         
registration statement. In addition, First Capital will provide, without charge,
to each person who receives a prospectus, upon written or oral request of such  
person, a copy of any of the information that was incorporated by reference in  
the prospectus. Such request shall be directed to First Capital either at its   
initial address at 1875A South 14th Street, Fernandina Beach, Florida 32034 or  
at its initial telephone number at (904) 321-0400.                              

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FINANCIAL STATEMENTS

FIRST CAPITAL BANK HOLDING CORPORATION
 (A DEVELOPMENT STAGE CORPORATION)

 DECEMBER 31, 1998

CONTENTS

                                                                · Download Table

                                                                         PAGE
                                                                         ----

                                                                             
Report of Independent Certified Public Accountants.....................   F-3

Balance Sheet..........................................................   F-4

Statement of Operations................................................   F-5

Statement of Changes in Stockholder's Deficit..........................   F-6

Statement of Cash Flows................................................   F-7

Notes to Financial Statements..........................................   F-8

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FIRST CAPITAL BANK HOLDING CORPORATION
(A DEVELOPMENT STAGE CORPORATION) 

FINANCIAL STATEMENTS

DECEMBER 31, 1998 

(WITH INDEPENDENT ACCOUNTANTS' REPORT THEREON)

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS  

To the Board of Directors                                                       
First Capital Bank Holding Corporation                                          

We have audited the accompanying balance sheet of First Capital Bank Holding    
Corporation (a development stage corporation) as of December 31, 1998, and the  
related statements of operations, changes in stockholder's deficit and cash     
flows for the period from July 29, 1998 (inception) to December 31, 1998.  These
financial statements are the responsibility of the Company's management.  Our   
responsibility is to express an opinion on these financial statements based on  
our audit.                                                                      

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of First Capital Bank Holding     
Corporation as of December 31, 1998 and the results of its operations and its   
cash flows from July 29, 1998 (inception) to December 31, 1998 in conformity    
with generally accepted accounting principles.                                  

The accompanying financial statements have been prepared assuming that First    
Capital Bank Holding Corporation will continue as a going concern.  As discussed
in note 1 to the financial statements, the Company is in the organization stage 
and has not commenced operations.  Also, as discussed in note 3, the Company's  
future operations are dependent on obtaining capital through an initial stock   
offering and obtaining the necessary final regulatory approvals.  These factors 
and the expense associated with development of a new banking institution raise  
substantial doubt about the Company's ability to continue as a going concern.   
Management's plans in regard to these matters are described in note 3.  The     
financial statements do not include any adjustments relating to the             
recoverability of reported asset amounts or the amount of liabilities that might
result from the outcome of this uncertainty.                                    

                                                    /s/ Porter Keadle Moore, LLP

Atlanta, Georgia                                                                
February 18, 1999                                                               

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FIRST CAPITAL BANK HOLDING CORPORATION
(A Development Stage Corporation) 

Balance Sheet 

December 31, 1998 

                                                                · Download Table

                                     ASSETS                                  
                                     ------                                  
                                                                             
Cash                                                                $  2,535 

Premises and equipment, net                                          300,861 

Deferred offering expenses                                            80,523 

Other assets                                                             793 
                                                                     ------- 

                     LIABILITIES AND STOCKHOLDER'S DEFICIT                   
                     -------------------------------------                   

Accrued interest payable                                            $  6,581 
Accounts payable and accrued expenses                                 47,591 
Note payable - line of credit                                        520,678 
                                                                     ------- 

               Current liabilities                                   574,850 
                                                                     ------- 

Stockholder's deficit:                                                       
     Preferred stock, par value $.01, 1,000,000 shares authorized;           
          no shares issued or outstanding                                 -- 
     Common stock, par value $.01, 10,000,000 shares authorized;             
          10 shares issued and outstanding                                -- 
     Additional paid-in capital                                          500 
     Deficit accumulated during the development stage               (190,638)
                                                                    -------- 

               Total stockholder's deficit                          (190,138)
                                                                    -------- 

                                                                    $384,712 
                                                                    ======== 


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FIRST CAPITAL BANK HOLDING CORPORATION
(A DEVELOPMENT STAGE CORPORATION) 

STATEMENT OF OPERATIONS 

FOR THE PERIOD FROM JULY 29, 1998 (INCEPTION) TO DECEMBER 31, 1998

                                                                · Download Table
                                                                               
Expenses:                                                                      
    Salaries and employee benefits                                    $  54,674
    Consulting fees                                                      54,102
    Application fees                                                     21,144
    Interest                                                             12,921
    Occupancy                                                             8,152
    Other operating                                                      39,645
                                                                      ---------

         Net loss                                                     $ 190,638
                                                                      =========

See accompanying notes to financial statements.                                 

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FIRST CAPITAL BANK HOLDING CORPORATION
(A DEVELOPMENT STAGE CORPORATION) 

STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT 

FOR THE PERIOD FROM JULY 29, 1998 (INCEPTION) TO DECEMBER 31, 1998

[CAPTION]                                                                       

                                                                · Download Table
                                                             Deficit              
                                                           Accumulated            
                                               Additional   During the            
                            Preferred  Common   Paid-in     Development           
                              Stock    Stock    Capital       Stage        Total  
                            ---------  ------  ----------   -----------   ------- 
                                                                                  
Issuance of common stock                                                          
   to organizer             $       -       -      500              -         500 
Net loss                            -       -        -       (190,638)   (190,638)
                            ---------  ------  -------       --------    -------- 
Balance, December 31, 1998  $       -       -      500       (190,638)   (190,138)
                            =========  ======  =======       ========    ======== 

See accompanying notes to financial statements.                                 

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FIRST CAPITAL BANK HOLDING CORPORATION

(A DEVELOPMENT STAGE CORPORATION) 

STATEMENT OF CASH FLOWS 

FOR THE PERIOD FROM JULY 29, 1998 (INCEPTION) TO DECEMBER 31, 1998

                                                                · Download Table
                                                                            
Cash flows from operating activities:                                       
     Net loss                                                     $(190,638)
     Adjustments to reconcile net loss to net cash used in                  
          operating activities:                                             
               Depreciation expense                                   2,321 
               Increase in other assets                                (793)
               Increase in accrued interest payable                   6,581 
               Increase in accounts payable and accrued expenses     47,591 
                                                                  --------- 

                    Net cash used in operating activities          (134,938)
                                                                  --------- 

Cash flows from investing activities:                                       
     Purchase of premises and equipment                            (303,182)
     Payments for deferred stock offering expenses                  (80,523)
                                                                  --------- 

                    Net cash used in investing activities          (383,705)
                                                                  --------- 

Cash flows from financing activities:                                       
     Proceeds from note payable                                     520,678 
     Proceeds from issuance of common stock                             500 
                                                                  --------- 

                    Net cash provided by financing activities       521,178 
                                                                  --------- 

Net increase in cash                                                  2,535 

Cash at beginning of period                                              -- 
                                                                  --------- 

Cash at end of period                                             $   2,535 
                                                                  --------- 

Supplemental disclosure of cash flow information:                           
     Interest paid                                                $   6,340 
                                                                  ========= 


See accompanying notes to financial statements.                                 

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FIRST CAPITAL BANK HOLDING CORPORATION
(A Development Stage Corporation) 

Notes to Financial Statements 

(1) ORGANIZATION                                                                

First Capital Bank Holding Corporation (the Company) was incorporated for the   
purpose of becoming a bank holding company. The Company intends to acquire 100% 
of the outstanding common stock of First National Bank of Nassau County (the    
Bank) (in organization), which will operate in the Fernandina Beach, Florida    
area. The organizers of the Bank filed a joint application to charter the Bank  
with the Office of the Comptroller of Currency and the Federal Deposit          
Insurance Corporation on September 30, 1998. Provided that the application is   
timely approved and necessary capital is raised, it is expected that operations 
will commence in the second quarter of 1999.                                    

The Company plans to raise between $6,100,000 and $10,000,000 through an        
offering of its common stock at $10 per share, of which $6,000,000 will be used 
to capitalize the Bank. The organizers and directors expect to subscribe for a  
minimum of approximately $3,000,000 of the Company's stock.                     

In connection with the Company's formation and initial offering, warrants will  
be issued to the organizing stockholders. The warrants allow each holder to     
purchase one additional share of common stock for each two shares purchased in  
connection with the initial offering and are exercisable on each of the four    
succeeding anniversaries of the date of opening of the Bank at the initial      
offering price of $10 per share. These warrants expire five years after the     
date of grant. The actual number of warrants granted will be limited so that    
the organizers will own no more than 23% of the total number of shares          
outstanding on a fully diluted basis. The Company has also reserved 100,000     
shares for the issuance of options under an employee incentive stock option     
plan.                                                                           

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

PREMISES AND EQUIPMENT                                                          

Premises and equipment are stated at cost less accumulated depreciation. Major  
additions and improvements are charged to the asset accounts while maintenance  
and repairs that do not improve or extend the useful lives of the assets are    
expensed currently. When assets are retired or otherwise disposed of, the cost  
and related accumulated depreciation are removed from the accounts, and any     
gain or loss is reflected in earnings for the period.                           

Depreciation expense on furniture, fixtures and equipment is computed using the 
straight-line method over 5 to 7 years.                                         

ORGANIZATION COSTS                                                              

Costs incurred for the organization of the Company and the Bank (consisting     
principally of legal, accounting, consulting and incorporation fees) are being  
expensed as incurred.                                                           

DEFERRED OFFERING EXPENSES                                                      

Costs incurred in connection with the stock offering, consisting of direct,     
incremental costs of the offering, are being deferred and will be offset        
against the proceeds of the stock sale as a charge to additional paid in        
capital.                                                                        

PRE-OPENING EXPENSES                                                            

Costs incurred for overhead and other operating expenses are included in the    
current period's operating results.                                             

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FIRST CAPITAL BANK HOLDING CORPORATION
(A DEVELOPMENT STAGE CORPORATION) 

NOTES TO FINANCIAL STATEMENTS, CONTINUED

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED                       
PROFORMA NET LOSS PER COMMON SHARE                                      
Proforma net loss per common share is calculated by dividing net        
loss by the minimum number (610,000) of common shares, which would be   
outstanding should the offering be successful, as prescribed in Staff   
Accounting Bulletin Topic 1:B. The proforma net loss per share for the  
period ended December 31, 1998 was $.31 per share.                      

(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS                                  
The Company incurred a net loss of $190,638 for the period from July 29,
1998 (inception) to December 31, 1998. At December 31, 1998, liabilities
exceeded assets by $190,138.                                            

  Management believes that the current level of expenditures are well within
  the financial capabilities of the organizers and adequate to meet existing
obligations and fund current operations, but obtaining final regulatory 
approvals and commencing banking operations is dependent on successfully
completing the stock offering.                                          

To provide permanent funding for its operation, the Company is currently
offering a minimum of 610,000 and a maximum of 1,000,000 shares of its  
common stock, $.01 par value, at $10 per share in an initial public     
  offering. Costs related to the organization and registration of the Bank's
common stock will be paid from the gross proceeds of the offering. Share
issued which are outstanding at December 31, 1998 will be redeemed      
concurrently with the consummation of the offering. Should subscriptions
 for the minimum offering not be obtained, amounts paid by the subscribers
with their subscriptions will be returned and the offer withdrawn.      

(4) PREMISES AND EQUIPMENT                                                      
Premises and equipment at December 31, 1998 are summarized as follows:  

                                                                · Download Table
                                                                     
Land                                                        $ 265,000
Furniture, fixtures and equipment                              29,572
Construction in progress                                        8,610
                                                            ---------

Less accumulated depreciation                                 303,182
                                                                2,321
                                                            ---------

                                                            $ 300,861
                                                            =========


Depreciation expense was $2,321 for the year ended December 31, 1998.   

(5) LINE OF CREDIT                                                              
  Organization, offering and pre-opening costs incurred prior to the opening
 for business will be funded under a $700,000 line of credit. The terms of
the existing line of credit, which is guaranteed by the organizers,     
  including a maturity of July 29, 1999 and interest calculated at the prime
interest rate.                                                          

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FIRST CAPITAL BANK HOLDING CORPORATION  
(A DEVELOPMENT STAGE CORPORATION) 

NOTES TO FINANCIAL STATEMENTS, CONTINUED  

(6)  PREFERRED STOCK                                                            
  Shares of preferred stock may be issued from time to time in one or more
series as established by resolution of the Board of Directors of the  
Company. Each resolution shall include the number of shares issued,   
 preferences, special rights and limitations as determined by the Board.

(7)  COMMITMENTS AND RELATED PARTY TRANSACTIONS                                 
  On August 19, 1998 the Company entered into an operating lease agreement
with two of the organizers for space which will serve as the temporary
main office of the Company and the Bank at a rate of $1,200 per month,
    subject to increase after 6 months. The lease expires on June 30, 1999 and
can be canceled with a 30 day written notice.                         

Land on which the main office will be constructed was purchased from a
company owned by the spouse of one of the organizers.                 

 The Company entered into an employment agreement with its President and
Chief Executive Officer, providing for an initial term of five years  
  commencing August 15, 1998. The agreement provides for a base salary, an
  incentive bonus based on five percent of the Company's pre-tax earnings,
and annual stock options which vest equally over five years at $10 per
  share equal to the lesser of 30,000 shares or five percent of the number
  of shares sold in the initial public offering. Additionally, the Company
  is to maintain a $1,000,000 key man life insurance policy, with $500,000
    payable to the Company and $500,000 payable to the President's family. The
agreement further provides for other prerequisites, and subjects the  
President to certain noncompete restrictions.                         

(8)  INCOME TAXES                                                               
 At December 31, 1998, the Company had a net operating loss carryforward
   for tax purposes of $15,242, which will expire in 2013, if not previously
utilized. No income tax expense or benefit was recorded for the period
ended December 31, 1998, due to this loss carryforward.               

The following summarizes the sources and expected tax consequences of 
future taxable deductions which comprise the net deferred taxes at    
December 31, 1998:                                                    

                                                                · Download Table
                                                
Deferred tax assets:                            
   Pre-opening expenses                $ 59,203 
   Accumulated depreciation                  35 
   Operating loss carryforwards           5,182 
                                       -------- 

   Total gross deferred tax assets       64,420 
   Less valuation allowance             (64,420)
                                       -------- 

   Net deferred taxes                  $     -- 
                                       ======== 

The future tax consequences of the differences between the financial  
  reporting and tax basis of the Company's assets and liabilities resulted
    in a net deferred tax asset. A valuation allowance was established for the
    net deferred tax asset, as the realization of these deferred tax assets is
dependent on future taxable income.                                   

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APPENDIX "A"

ESCROW AGREEMENT

        THIS ESCROW AGREEMENT (this "Agreement") is entered into and effective
as of the 22nd day of December, 1998, by and between First Capital Bank Holding 
Corporation, a Florida corporation (the "Company"), and The Bankers Bank (the   
"Escrow Agent").                                                                

 WITNESSETH:

        WHEREAS, the Company proposes to offer and sell (the "Offering") up to
1,000.000 shares of Common Stock, $.01 par value per share (the "Shares"), to   
investors at $10.00 per Share pursuant to a registered public offering; and     

         WHEREAS, the Company desires to establish an escrow for funds forwarded
by subscribers for Shares, and the Escrow Agent is willing to serve as Escrow   
Agent upon the terms and conditions herein set forth.                           

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby          
acknowledged, the parties hereto agree as follows:                              

1.       DEPOSIT WITH ESCROW AGENT.                           

              (a)      The Escrow Agent agrees that it will from time to
                   time accept, in its capacity as escrow agent,
                      subscription funds for the Shares (the "Escrowed
                         Funds") received by it from subscribers or from the
                           Company when it has received checks from subscribers.
                           All checks shall be made payable to the Escrow Agent.
                         If any check does not clear normal banking channels
                          in due course, the Escrow Agent will promptly notify
                        the Company. Any check which does not clear normal
                           banking channels and is returned by the drawer's bank
                         to Escrow Agent will be promptly turned over to the
                         Company along with all other subscription documents
                        relating to such check. Any check received that is
                         made payable to a party other than the Escrow Agent
                        shall be returned to the Company for return to the
                        proper party. The Company in its sole and absolute
                           discretion may reject any subscription for shares for
                        any reason and upon such rejection it shall notify
                        and instruct the Escrow Agent in writing to return
                     the Escrowed Funds by check made payable to the
                       subscriber. If the Company rejects or cancels any
                         subscription for any reason the Company will retain
                       any interest earned on the Escrowed Funds to help
  defray organizational costs.

            (b)      Subscription agreements for the Shares shall be
                           reviewed for accuracy by the Company and, immediately
                         thereafter, the Company shall deliver to the Escrow
                       Agent the following information: (i) the name and
                          address of the subscriber; (ii) the number of Shares
                  subscribed for by such subscriber; (iii) the
                          subscription price paid by such subscriber; (iv) the
                         subscriber's tax identification number certified by
                         such subscriber; and (v) a copy of the subscription
agreement.                

         2.       INVESTMENT OF ESCROWED FUNDS. Upon collection of each check by
                the Escrow Agent, the Escrow Agent shall invest the funds in
               deposit accounts or certificates of deposit which are fully
           insured by the Federal Deposit Insurance Corporation or
another agency of the United States         

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                government, short-term securities issued or fully guaranteed
                 by the United States government, federal funds, or such other
                investments as the Escrow Agent and the Company shall agree.
                The Company shall provide the Escrow Agent with instructions
         from time to time concerning in which of the specific
             investment instruments described above the Escrowed Funds
                shall be invested, and the Escrow Agent shall adhere to such
              instructions. Unless and until otherwise instructed by the
                  Company, the Escrow Agent shall by means of a "Sweep" or other
             automatic investment program invest the Escrowed Funds in
          blocks of $10,000 in federal funds. Interest and other
               earnings shall start accruing on such funds as soon as such
          funds would be deemed to be available for access under
                  applicable banking laws and pursuant to the Escrow Agent's own
banking policies.                           

 3.       DISTRIBUTION OF ESCROWED FUNDS. The Escrow Agent shall
               distribute the Escrowed Funds in the amounts, at the times,
         and upon the conditions hereinafter set forth in this
Agreement.                                  

                 (a)      If at any time on or prior to the expiration date of
                          the offering as described in the prospectus relating
                           to the offering, (the "Closing Date"), (i) the Escrow
                        Agent has certified to the Company in writing that
                          the Escrow Agent has received at least $6,100,000 in
                   Escrowed Funds, and (ii) the Escrow Agent has
                      received a certificate from the President or the
                         Chairman of the Board of the Company that all other
                        conditions to the release of funds as described in
                         the Company's Registration Statement filed with the
                          Securities and Exchange Commission pertaining to the
                          public offering have been met, then the Escrow Agent
                        shall deliver the Escrowed Funds to the company to
                         the extent such Escrowed Funds are collected funds.
                  If any portion of the Escrowed Funds are not
                         collected funds, then the Escrow Agent shall notify
                         the Company of such facts and shall distribute such
                       funds to the Company only after such funds become
                      collected funds. For purposes of this Agreement,
                        "collected funds" shall mean all funds received by
                        the Escrow Agent which have cleared normal banking
channels.                 

             (b)      If the Escrowed Funds do not, on or prior to the
                           Closing Date, become deliverable to the Company based
                    on failure to meet the conditions described in
                      Paragraph 3(a), or if the Company terminates the
                        offering at any time prior to the Closing Date and
                         delivers written notice to the Escrow Agent of such
                        termination (the "Termination Notice"), the Escrow
                     Agent shall return the Escrowed Funds which are
                           collected funds as directed in writing by the Company
                           to the respective subscribers in amounts equal to the
                           subscription amount theretofore paid by each of them.
                      All uncleared checks representing Escrowed Funds
                     which are not collected funds as of the Initial
                          Closing Date shall be collected by the Escrow Agent,
                          and together with all related subscription documents
                      thereof shall be delivered to the Company by the
                        Escrow Agent, unless the Escrow Agent is otherwise
                      specifically directed in writing by the Company.

        4.       DISTRIBUTION OF INTEREST. Any interest earned on the Escrowed
Funds shall be retained by the Company.     

        5.       FEE OF ESCROW AGENT. The escrow account will accrue a service
               charge of $15.00 per month. In addition, a $20.00 per check
                fee will be charged if the escrow account has to be refunded
               due to a failure to complete the subscription. All of these
                fees are payable upon the release of the Escrowed Funds, and
                  the Escrow Agent is hereby authorized to deduct such fees from
               the Escrowed Funds prior to any release thereof pursuant to
Section 3 hereof.                           

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6.       LIABILITY OF ESCROW AGENT.                           

                 (a)      In performing any of its duties under the Agreement,
                       or upon the claimed failure to perform its duties
                        hereunder, the Escrow Agent shall not be liable to
                         anyone for any damages, losses or expenses which it
                          may incur as a result of the Escrow Agent so acting,
                      or failing to act; provided, however, the Escrow
                          Agent shall be liable for damages arising out of its
                           willful default or misconduct or its gross negligence
                         under this Agreement. Accordingly, the Escrow Agent
                        shall not incur any such liability with respect to
                         (i) any action taken or omitted to be taken in good
                         faith upon advice of its counsel or counsel for the
                          Company which is given with respect to any questions
                        relating to the duties and responsibilities of the
                         Escrow Agent hereunder; or (ii) any action taken or
                        omitted to be taken in reliance upon any document,
                           including any written notice or instructions provided
                       for this Escrow Agreement, not only as to its due
                        execution and to the validity and effectiveness of
                          its provisions but also as to the truth and accuracy
                         of any information contained therein, if the Escrow
                           Agent shall in good faith believe such document to be
                           genuine, to have been signed or presented by a proper
                           person or persons, and to conform with the provisions
of this Agreement.        

                  (b)      The Company agrees to indemnify and hold harmless the
                      Escrow Agent against any and all losses, claims,
                           damages, liabilities and expenses, including, without
                       limitation, reasonable costs of investigation and
                         counsel fees and disbursements which may be imposed
                         by the Escrow Agent or incurred by it in connection
                       with its acceptance of this appointment as Escrow
                      Agent hereunder or the performance of its duties
                   hereunder, including, without limitation, any
                      litigation arising from this Escrow Agreement or
                           involving the subject matter thereof, except, that if
                       the Escrow Agent shall be found guilty of willful
                          misconduct or gross negligence under this agreement,
                          then, in that event, the Escrow agent shall bear all
                such losses, claims, damages and expenses.

                  (c)      If a dispute ensues between any of the parties hereto
                   which, in the opinion of the Escrow Agent, is
                          sufficient to justify its doing so, the Escrow Agent
                    shall retain legal counsel of its choice as it
                           reasonably may deem necessary to advise it concerning
                          its obligations hereunder and to represent it in any
                       litigation to which it may be a part by reason of
                           this Agreement. The Escrow Agent shall be entitled to
                         tender into the registry or custody of any court of
                         competent jurisdiction all money or property in its
                          hands under the terms of this Agreement, and to file
                         such legal proceedings as it deems appropriate, and
                           shall thereupon by discharged from all further duties
                        under this Agreement. Any such legal action may be
                         brought in any such court as the Escrow Agent shall
                           determine to have jurisdiction thereof. In connection
                        with such dispute, the Company shall indemnify the
                         Escrow Agent against its court costs and reasonable
attorney's fees incurred. 

                (d)      The Escrow Agent may resign at any time upon giving
                          thirty (30) days written notice to the Company. If a
                        successor escrow agent is not appointed by Company
                          within thirty (30) days after notice of resignation,
                          the Escrow Agent may petition any court of competent
                           jurisdiction to name a successor escrow agent and the
                        Escrow Agent herein shall be fully relieved of all
                           liability under this Agreement to any and all parties
                     upon the transfer of the Escrowed Funds and all
                          related documentation thereto, including appropriate
                           information to assist the successor escrow agent with
                        the reporting of earnings of the Escrowed Funds to
                   the appropriate state and federal agencies in
                      accordance with the applicable state and federal
                    income tax laws, to the successor escrow agent
                       designated by the Company appointed by the court.

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       7.       APPOINTMENT OF SUCCESSOR. The Company may, upon the delivery
             of thirty (30) days written notice appointing a successor
               escrow agent to the Escrow Agent, terminate the services of
                 the Escrow Agent hereunder. In the event of such termination,
               the Escrow Agent shall immediately deliver to the successor
               escrow agent selected by the Company, all documentation and
             Escrowed Funds including interest earnings thereon in its
                  possession, less any fees and expenses due to the Escrow Agent
               or required to be paid by the Escrow Agent to a third party
pursuant to this Agreement.                 

8.       NOTICE. All notices, requests, demands and other     
                  communications or deliveries required or permitted to be given
                  hereunder shall be in writing and shall be deemed to have been
                 duly given three days after having been deposited for mailing
                if sent by registered mail, or certified mail return receipt
                  requested, or delivery by courier, to the respective addresses
set forth below:                            

IF TO THE SUBSCRIBERS FOR SHARES:   To their respective addresses as specified  
                         in their Subscription Agreements.

THE COMPANY:                        Michael G. Sanchez                          
      P.O. Box 15700
                   1875-A South Fourteenth St.
                  Fernandina Beach, FL 32034

WITH A COPY TO:                     Robert C. Schwartz                          
                            Smith, Gambrell & Russell, LLP Suite
                         3100, Promenade II 1230 Peachtree
                         Street, NE Atlanta, GA 30309-3592

THE ESCROW AGENT:                   The Bankers Bank                            
             2410 Paces Ferry Road
        600 Paces Summit
              Atlanta, GA 30339-4098
                         Attention: Mr. William R. Burkett
                                   Senior Vice President

9.       REPRESENTATIONS OF THE COMPANY. The Company hereby   
                 acknowledges that the status of the Escrow Agent with respect
               to the offering of the Shares is that of agent only for the
                limited purposes herein set forth, and hereby agrees it will
               not represent or imply that the Escrow Agent, by serving as
                 the Escrow Agent hereunder or otherwise, has investigated the
                desirability or advisability in an investment in the Shares,
              or has approved, endorsed or passed upon the merits of the
                  Shares, nor shall the Company use the name of the Escrow Agent
                 in any manner whatsoever in connection with the offer or sale
                  of the Shares, other than by acknowledgment that it has agreed
                to serve as Escrow Agent for the limited purposes herein set
forth.                                      

10.      GENERAL.                                             

                  (a)      This Agreement shall be governed by and construed and
                          enforced in accordance with the laws of the State of
Georgia.                  

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          (b)      The section headings contained herein are for
                      reference purposes only and shall not in any way
                  affect the meaning or interpretation of this
Agreement.                

               (c)      This Agreement sets forth the entire agreement and
                      understanding of the parties with regard to this
                 escrow transaction and supersedes all prior
                          agreements, arrangements and understandings relating
   to the subject matter hereof.

                (d)      This Agreement may be amended, modified, superseded
                     or canceled, and any of the terms or conditions
                        hereof may be waived, only by a written instrument
                        executed by each party hereto or, in the case of a
                          waiver, by the party waiving compliance. The failure
                 of any part at any time or times to require
                     performance of any provision hereof shall in no
                        manner affect the right at a later time to enforce
                         the same. No waiver in any one or more instances by
                        any part of any condition, or of the breach of any
                          term contained in this Agreement, whether by conduct
                           or otherwise, shall be deemed to be, or construed as,
                          a further or continuing waiver of any such condition
                         or breach, or a waiver of any other condition or of
                      the breach of any other terms of this Agreement.

                 (e)      This Agreement may be executed simultaneously in two
                         or more counterparts, each of which shall be deemed
                  an original, but all of which together shall
             constitute one and the same instrument.

             (f)      This Agreement shall inure to the benefit of the
                         parties hereto and their respective administrators,
                       successors and assigns. The Escrow Agent shall be
                          bound only by the terms of this Escrow Agreement and
                       shall not be bound by or incur any liability with
                     respect to any other agreement or understanding
                    between the parties except as herein expressly
                          provided. The Escrow Agent shall not have any duties
                           hereunder except those specifically set forth herein.

               (g)      No interest in any part to this Agreement shall be
                         assignable in the absence of a written agreement by
                     and between all the par-ties to this Agreement,
                         executed with the same formalities as this original
Agreement.                

      IN WITNESS WHEREOF, the parties have duly executed this Agreement as
the date first written above.                                                   

COMPANY:                                      ESCROW AGENT:                     

FIRST CAPITAL BANK                            THE BANKERS BANK                  
HOLDING CORPORATION                                                             

By:/s/ Michael G. Sanchez                     By: /s/ William R. Burkett        
----------------------                         ----------------------     
Michael G. Sanchez                             William R. Burkett         
President                                      Senior Vice President      

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APPENDIX "B"

FIRST CAPITAL BANK HOLDING CORPORATION
SUBSCRIPTION AGREEMENT

To:     First Capital Bank Holding Corporation                                  
1875A South 14th Street                                         
Fernandina Beach, Florida  32034                                

Ladies and Gentlemen:                                                           

     You have informed me that First Capital Bank Holding Corporation (the
"Company") is offering up to 1,000,000 shares of its $.01 par value common stock
(the "Common Stock") at a price of $10.00 per share as described in and offered 
pursuant to the Prospectus furnished to the undersigned herewith (the           
"Prospectus"). In addition, you have informed me that the minimum subscription  
is 100 shares.                                                                  

              1.       SUBSCRIPTION. Subject to the terms and conditions
                 hereof, the undersigned hereby tenders this
                          subscription, together with payment in United States
                          currency by check, bank draft or money order payable
                          to "The Bankers Bank, Escrow Agent for First Capital
                          Bank Holding Corporation" or any other consideration
                satisfactory to the Company (the "Funds"),
                          representing the payment of $10.00 per share for the
                           number of shares of the Common Stock indicated below.

             2.       ACCEPTANCE OF SUBSCRIPTION. It is understood and
                     agreed that the Company shall have the right to
                       accept or reject this subscription in whole or in
                        part, for any reason whatsoever. The Company shall
                     reject this subscription, if at all, in writing
                    within ten business days after receipt of this
                        subscription. The Company may reduce the number of
                      shares for which the undersigned has subscribed,
                          indicating acceptance of less than all of the shares
                   subscribed on its written form of acceptance.

                 3.       ACKNOWLEDGMENTS. The undersigned hereby acknowledges
                          receipt of a copy of the Prospectus and agrees to be
                         bound by the terms of this Agreement and the Escrow
Agreement.                

              4.       REVOCATION. The undersigned agrees that once this
                           Subscription Agreement is accepted by the Company, it
                           may not be withdrawn. Therefore, until the earlier of
                           the expiration of five business days after receipt by
                   the Company of this Subscription Agreement or
                      acceptance of this Subscription Agreement by the
                Company, the undersigned may withdraw this
                   subscription and receive a full refund of the
                      subscription price. The undersigned agrees that,
                           except as provided in this Section 4, he or she shall
                       not cancel, terminate or revoke this Subscription
                        Agreement or any agreement of the undersigned made
                          hereunder and that this Subscription Agreement shall
                         survive the death or disability of the undersigned.

BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIBER IS NOT WAIVING ANY     
RIGHTS HE OR SHE MAY HAVE UNDER FEDERAL SECURITIES LAWS, INCLUDING THE          
SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934.                 

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       Please fill in the information requested below, make your check payable
to "The Bankers Bank, Escrow Agent for First Capital Bank Holding Corporation", 
and mail the Subscription Agreement, Stock Certificate Registration             
Instructions, and check to the attention of Michael G. Sanchez, President, First
Capital Bank Holding Corporation, 1875A South 14th Street, Fernandina Beach,    
Florida 32034.                                                                  

                                --------------------------------------
No. of Shares Subscribed             (Signature of Subscriber)                  

                                --------------------------------------
Funds Tendered ($10.00               Name (Please Print or Type)                
per share subscribed)                                                           

Date: 
                                     ---------------------------------

       Phone Number:

                                                                (Home)
                          --------------------------------

                                                                  (Office)
                         -------------------------------

            Residence Address:

                               -------------------------------------

                               -------------------------------------

                               -------------------------------------
                  City, State and Zip Code

                                --------------------------------------
                         Social Security Number or other
                        Taxpayer Identification Number

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 STOCK CERTIFICATE REGISTRATION INSTRUCTIONS

Name                                                                            

Additional Name if Tenant in Common or Joint Tenant                             

Mailing Address:                                                                

Social Security Number or  other Taxpayer Identification Number:                

Number of Shares to be registered in above name(s): _____________               

Legal form of ownership:                                                        

                                                                · Download Table
                                                                              
___ Individual                   ___ Joint Tenants with Rights of Survivorship
___ Tenants in Common            ___ Uniform Gift to Minors                   
___ Other _____________________                                               

 INFORMATION AS TO BANKING INTERESTS

1.       As a prospective shareholder, I would be interested in the following   
services checked below:                                                         

                                                                · Download Table

                                            PERSONAL  BUSINESS
                                                              
(a)  Checking Account                          ___       ___  
(b)  Savings Account                           ___       ___  
(c)  Certificates of Deposit                   ___       ___  
(d)  Individual Retirement Accounts            ___       ___  
(e)  Checking Account Overdraft Protection     ___       ___  
(f)  Consumer Loans (Auto, etc.)               ___       ___  
(g)  Commercial Loans                          ___       ___  
(h)  Equity Line of Credit                     ___       ___  
(i)  Mortgage Loans                            ___       ___  
(j)  Revolving Personal Credit Line            ___       ___  
(k)  Safe Deposit Box                          ___       ___  
(l)  Automatic Teller Machines (ATM's)         ___       ___  

2.       I would like our new bank to provide the following additional services:

(a)                                                             

(b)                                                             

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FORM OF ACCEPTANCE

                                          First Capital Bank Holding Corporation
                                                         1875A South 14th Street
                                                 Fernandina Beach, Florida 32034

To:                                                                             

Dear Subscriber:                                                                

   First Capital Bank Holding Corporation (the "Company") acknowledges
receipt of your subscription for _____ shares of its $.01 par value Common Stock
and your check for $__________.                                                 

      The Company hereby accepts your subscription for the purchase of _____
shares of its Common Stock, at $10.00 per share, for an aggregate of            
$__________, effective as of the date of this letter.                           

  Your stock certificate(s) representing shares of Common Stock duly
authorized and fully paid will be issued to you as soon as practicable after all
Subscription Funds are released to the Company from the Subscription Escrow     
Account, all as described in the Subscription Agreement executed by you and in  
the Prospectus furnished to you. In the event that (i) the offering is canceled,
or (ii) the minimum number of subscriptions (610,000 shares) is not obtained, or
(iii) the Company shall not have received approval from the Federal Reserve     
Board to become a bank holding company, or (iv) First National Bank shall not   
have received charter approval from the Office of the Comptroller of the        
Currency and approval for deposit insurance from the Federal Deposit Insurance  
Corporation, your Subscription Funds will be returned to you, adjusted for net  
profits from the investment of such funds, if any, as described in the          
Prospectus.                                                                     

    If this acceptance is for a lesser number of shares than that number
subscribed by you as indicated in your Subscription Agreement, your payment for 
shares of Common Stock in excess of the number of shares accepted hereby will be
refunded to you by mail, without interest, within ten (10) days of the date     
hereof.                                                                         

     Very Truly Yours,

                          FIRST CAPITAL BANK HOLDING CORPORATION

By:         
                                      ----------------------------------------
                      Michael G. Sanchez
                                         President and Chief Executive Officer

 B-4

424B3
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    WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT
RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR 
BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS
PROSPECTUS IS CURRENT AS OF APRIL 12, 1999.                                     

--------------------- 

TABLE OF CONTENTS 

                                                                · Download Table

                                        PAGE
                                        ----
                                            
Prospectus Summary....................     1
Risk Factors..........................     5
Terms of the Offering.................    10
Plan of Distribution..................    13
Use of Proceeds.......................    15
Dividend Policy.......................    17
Management's Discussion and Analysis        
  of Financial Condition and Results        
  of Operations.......................    17
Business of First Capital.............    18
Business of First National Bank.......    19
Supervision and Regulation............    26
Organizers and Principal                    
  Shareholders........................    31
Management............................    32
Security Ownership of Certain               
  Beneficial Owners and Management....    37
Certain Transactions..................    38
Description of Capital Stock..........    38
Legal Proceedings.....................    42
Legal Matters.........................    42
Experts...............................    43
Additional Information................    43
Financial Statements..................   F-1

Appendix A -- Escrow Agreement              
Appendix B -- Subscription Materials        

--------------------- 

Until July 12, 1999, (90 days after the date of this prospectus), all 
dealers that buy, sell or trade these securities, whether or not participating  
in this offering, may be required to deliver a prospectus. This requirement is  
in addition to the dealers' obligation to deliver a prospectus when acting as   
underwriters and with respect to their unsold allotments or subscriptions.      
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1,000,000 SHARES OF COMMON STOCK

165,000 COMMON STOCK
PURCHASE WARRANTS 
(FIRST CAPITAL BANK HOLDING CORPORATION LOGO) 
--------------------
PROSPECTUS
--------------------

ALLEN C. EWING & CO.
Sales Agent 
April 12, 1999

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B3 Filing		Date		First		Last			Other Filings
		9/29/95		28
		6/26/96		30
		6/1/97		28
		6/16/98		19
		6/30/98		2		22
		7/29/98		19		53
		7/31/98		34		35
		8/1/98		33		35
		8/15/98		36		54
		8/19/98		54
		9/1/98		36
		9/30/98		52
		12/31/98		18		54
		1/27/99		13		20
		2/18/99		47
		4/12/99		1		65
Filed On / Filed As Of		4/30/99
		6/30/99		54					10QSB
		7/12/99		1		65
		7/29/99		53
		1/1/0		10
		4/6/0		1		12
		8/15/3		36
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