ex10-2.htm


                                                                              EXHIBIT
      10.2

    


      FIRST
        GUARANTY BANK

      EMPLOYEE
        STOCK OWNERSHIP PLAN

      ________________________

      


      Amendment
        Number One

      ________________________

      


       

      In
        connection with the receipt of a favorable determination letter on the
        tax-qualified status of the First Guaranty Bank Employee Stock Ownership
        Plan
        (the “Plan”) on February 28, 2005, the Plan is hereby amended in accordance with
        the following:

       

      1.           Section
        10.1 shall be amended, effective as of March 28, 2005, by adding the following
        paragraph at the end thereof:

      


      “Effective
        as of March 28, 2005, notwithstanding anything in the preceding paragraph
        to the
        contrary, if a Participant’s vested Account balance does not exceed $1,000 and
        the Participant fails to return his distribution election form, the Plan
        Administrator shall distribute the vested portion of his Account balance,
        in
        cash or in kind, in the sole discretion of the Plan Administrator, to the
        Participant in a lump sum as soon as practicable but in no event later than
        60
        days after the end of the Plan Year in which employment
        terminates.  If the terminated Participant’s vested Account balance
        exceeds $1,000 but is not greater than $5,000, and the Participant fails
        to
        consent to the distribution, then the Plan Administrator shall liquidate
        the
        Participant’s Stock Fund Account and pay the Participant’s vested Account
        balance, in cash, in a direct rollover to an individual retirement plan
        designated by the Plan Administrator in accordance with Code Section
        401(a)(31)(B) and the regulations promulgated thereunder.”

       

      2.           Section
        10.2 of the Plan shall be amended, effective as if initially contained in
        the
        Plan on the date of its adoption, by adding subsection 10.2-5 at the end
        thereof
        to provide as follows:

       

      
        	
                “10.2-5
                  

              	
                Notwithstanding
                  any provision of the Plan to the contrary, effective for Plan Years
                  commencing on or after January 1, 2003, the provisions of Appendix
                  A
                  regarding the Code Section 401(a)(9) minimum distribution requirements
                  shall apply.”

              


      

      


      IN
        WITNESS WHEREOF, this Amendment has been executed by the duly
        authorized officers of First Guaranty Bank and is effective as set forth
        herein.

      


       

      
        	
                 

              	
                ATTEST:

              	
                                           
                  FIRST GUARANTY BANK

              


      

       

      


       

      /s/Vanessa
        R.
        Drew                                                                           By:
/s/Michael R. Sharp        

                                   President