ex10-4.htm


     

                                                                                EXHIBIT
      10.4


    


    FIRST
      GUARANTY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    __________________________

    


    Amendment
      Number Three

    __________________________

    


    The
      First Guaranty Bank Employee Stock
      Ownership Plan (the “Plan”) is hereby amended, effective on the effective date
      of the merger of Homestead Bank with and into First Guaranty Bank, in accordance
      with the following:

    


    
      	
              1.  

            	
              The
                definition of “Hours of Service” is amended at sub-paragraph “(a)” to
                include the following sentence:

            


    

    


    “For
      purposes of determining “Hours of Service” for the 2007 Plan Year for former
      employees of Homestead Bank who become employees of First Guaranty Bank and
      who
      first become eligible to participate in the Plan on the effective date of the
      merger of Homestead Bank with and into First Guaranty Bank, “Hours of Service”
shall include each hour for which an employee is paid or entitled to be paid
      for
      services by Homestead Bank during 2007 prior to the merger effective
      date.”

    


    
      	
              2.  

            	
              Section
                3.1 of the Plan shall be amended by adding the following at the end
                thereof:

            


    

    


    “Notwithstanding
      the foregoing, an employee of Homestead Bank who becomes an employee of the
      Bank
      on the effective date of the merger of Homestead Bank with the Bank shall
      receive credit for eligibility purposes for all periods of service while
      employed at Homestead Bank.  An employee referenced in the above
      sentence shall enter the Plan as of the effective date of the merger if such
      employee satisfies the eligibility requirements of this Section 3.1 at such
      time, or, if later, on the Entry Date coincident with or next following the
      completion of the eligibility requirements set forth herein.”

    


    
      	
               

            	
                         3.

            	
              Section
                9.2 of the Plan shall be amended by adding the following after its
                first
                sentence:

            


    

    


    
      	
               

            	
              “Notwithstanding
                the above, an employee of Homestead Bank who becomes an employee
                of the
                Bank on the effective date of the merger of Homestead Bank with the
                Bank
                shall receive credit for purposes of determining Vesting Years under
                the
                Plan for each calendar year in which such person completed 1,000
                Hours of
                Service with Homestead Bank prior to the effective date of said merger,
                up
                to a maximum of three Vesting Years.  Also, for these purposes,
                Hours of Service credited for employment at Homestead Bank in calendar
                year 2007 prior to the effective date of the merger with the Bank
                shall be
                deemed to be Hours of Service for the Bank for purposes of determining
                Vesting Years under this Section
                9.2.”

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment Number Three has been executed by the
      duly authorized officers of First Guaranty Bank as the 21st day of May
      2007.

    


    
      	
               

            	
              FIRST
                GUARANTY BANK

            


    

    


    


    


    


     07/21/2007                                                                                                                   By: 
      /s/Collins Bonicard

    Date                                              Collins
      Bonicard

                                                      Secretary
      to the Board of
      Directors