ex10-3.htm


                                                                           EXHIBIT
      10.3

    
 

    SECOND
      AMENDMENT TO THE

    FIRST
      GUARANTY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    


    THIS
      SECOND AMENDMENT
      to the First Guaranty Bank Employee Stock Ownership Plan (the “Plan”) is made by
      First Guaranty Bank (the “Bank”).

    


    WHEREAS,
      the Bank
      adopted the Plan effective January 1, 2003; and

    


    WHEREAS,
      the Bank
      wishes to amend the Plan to provide that, effective April 1, 2007, certain
      in-service distributions may be made to Participants after satisfying
      certain

           timing
      rules;
      and

    


    WHEREAS,
      the Bank
      reserved the right, under Section 13.3 of the Plan, to amend the Plan by an
      instrument in writing executed by the Bank;

    


    NOW,
      THEREFORE,
      effective April 1, 2007, the following amendment to the Plan is hereby
      adopted:

    


    1.           Section
      10 shall be amended by adding new Section 10.11 to read as follows:

    10.11     In-Service
      Regular Distributions.  Effective April 1, 2007, a Participant may
      request during the Plan Year a distribution of all or any portion of his or
      her
      vested Account, provided that no distributions shall be made under this Section
      10.11 unless: (i) the amounts to be distributed have been held in the
      Participant’s Account for at least two years; or (ii) the Participant has five
      (5) or more years of participation in the Plan.  All in-service
      regular distributions under this Section 10.11 shall be made according to such
      nondiscriminatory procedures as may be required by the
      Committee.  Notwithstanding anything herein to the contrary, the
      Committee may limit the number of times that a Participant may make such request
      during a Plan Year or may designate the time during the Plan Year that such
      request or such distribution may be made, provided, however, that such request
      may be made at least one time during each Plan Year.  A Participant
      may elect to receive the in-service distribution in Stock or cash, and if the
      distribution is to be made in cash, the Trustee shall re-allocate to the extent
      possible the Stock in the Participant’s Account to other Participants and shall
      re-allocate cash from such other Participant’s Accounts to the
      Participant.  Should Stock in a Participant’s Account be reallocated
      to other Participant’s in order to re-allocate cash to the Account of the
      Participant entitled to such distribution, the determination of the value of
      such Stock shall be based on the value of such Stock on the immediately
      preceding Valuation Date.  If the distribution shall be made in Stock,
      the Participant shall be given the right to put such shares to the Employer
      in
      accordance with Section 10.6 hereof.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the Bank has caused this Amendment to be executed as the _15th__ day of
      ____March_____, 2007.

    


    
      	
               

            	
              FIRST
                GUARANTY BANK

            


    

    


    


    __03/15/2007__________                                                                                                By:
      /s/Collins Bonicard

    Date                                                Collins
      Bonicard

                                                      
Secretary