ex10-1.htm


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    Employment Agreement for Reggie R.
      Harper

     

    Ancillary Confidentiality and
      Non-Competition Agreement for Reggie R. Harper

     

    Employment Agreement for Cordell H.
      White

     

    Ancillary Confidentiality and
      Non-Competition Agreement for Cordell H. White

     

     

     

     

     

     

     

     

     

     

     

    
      

      

    

    
EXECUTIVE
      EMPLOYMENT
      AGREEMENT

     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made
      and  entered into as of the 2nd  day of
      November, 2007, by and between First Guaranty Bank, a Louisiana state nonmember
      bank (the “Bank”), and Reggie R. Harper, an individual resident of the
      State of Louisiana (the “Executive”) (the signatories to this Agreement
      may be referred to individually as a “Party” and jointly as the
“Parties”).

     

    WITNESSETH:

     

    WHEREAS,                                First
      Guaranty Bancshares, Inc. (the sole shareholder of the Bank and First Community
      Holding Company (along with its subsidiary First Community Bank, the current
      employer of the Executive) have entered into an Agreement and Plan of
      Reorganization, dated November 2, 2007 (“Merger Agreement”), pursuant to
      which the First Community Holding Company and First Community
      Bank  will merge into First Guaranty Bancshares, Inc. and the Bank,
      respectively; and

     

    WHEREAS,
      the Executive has considerable experience, expertise and training in management
      related to banking and services offered by the Bank; and

     

    WHEREAS,
      the Bank desires for the Executive to be employed as a member of the Senior
      Management Team of the Bank following the Merger, and the Executive desires
      to
      accept employment, subject to and on the terms and conditions set forth in
      this
      Agreement; and

     

    WHEREAS,
      the Bank and the Executive have read and understood the terms and provisions
      set
      forth in this Agreement and have been afforded a reasonable opportunity to
      review this Agreement with their respective legal counsel.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      in
      this Agreement, and for good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Executive, and the Bank agree
      as follows:

     

    1.  Term
      of Employment.  This Agreement shall become effective (the
“Effective Date”) upon the Effective Time for the Merger (as defined in
      the Merger Agreement) and  shall continue in effect until December 31,
      2008 (the “Term of Employment”), unless terminated pursuant to Section 5 of this Agreement.

     

    2.  Duties
      and Authority.  During the Term of Employment, the Executive shall
      serve as a senior vice-president with a role appropriate to a member of the
      Bank’s senior management team.  The Executive shall perform in a
      professional manner the authorized and customary duties associated with his
      position and such other reasonable duties and responsibilities commensurate
      with
      the Executive’s position as the Board of Directors or Chief Executive Officer of
      the Bank may assign to the Executive from time to time.  

     

    3.  Compensation
      and Benefits.  All payments of compensation to the Executive shall
      be payable in accordance with the Bank’s ordinary payroll and other policies and
      procedures, provided that the Executive’s salary, pursuant to Section 3(a) shall be payable
      not
      less frequently than monthly.

     

    (a)  Base
      Salary.  During the Term of Employment, the Bank agrees to pay the
      Executive a base salary of not less than $130,000 annually (“Base
      Salary”), appropriately prorated for partial months at the commencement and
      end of the term of this Agreement.  The Bank shall have the right to
      deduct from any payment of all compensation to the Executive hereunder any
      federal, state or local taxes required by law to be withheld with respect to
      such
      payments and any other amounts specifically authorized to be withheld or
      deducted by the Executive

     

    (b)  Bonus
      Programs.  The Executive will be entitled to participate
      in any and all bonus plans of the Bank whether such bonus plans are presently
      existing or may hereafter be implemented by the Bank at levels equal to
      similarly situated officers.  The Executive shall also be entitled to
      participate in any benefit programs which are applicable to all employees of
      the
      Bank or to executive employees of the Bank in accordance with the Bank policy,
      and the provisions of said benefit programs.  This Agreement, which
      provides certain additional benefits, does not preclude the Executive’s
      participation in such other plans of the Bank.

     

    (c)  Medical
      Benefits; Vacation.  The Executive shall be entitled to receive
      employee  and dependent health insurance, paid sick leave annually in
      accordance with the Bank’s policy, four (4) weeks paid vacation annually and any
      additional benefits provided to all the Bank employees all in accordance with
      the Bank’s employment policies.  All employee benefits provided to the
      Executive by the Bank incident to the Executive’s employment shall be governed
      by the applicable plan documents, summary plan descriptions or employment
      policies, and may be modified, suspended or revoked at any time, in accordance
      with the terms and provisions of the applicable documents.

     

    (d)  Reimbursement
      of Expenses.  During the Term of Employment, the Bank shall
      promptly pay all reasonable expenses incurred by the Executive for all
      reasonable travel and other business related expenses incurred by him in
      performing his obligations under this Agreement in accordance with the Bank’s
      travel and business expense policy, such expenses to be reviewed by the Bank’s
      Board of Directors on a periodic basis.

     

    4.  Compensation
      After Termination.

     

    (a)  If
      the
      Term of Employment is terminated (i) by the Bank for Cause (as defined
      below) or due to the death or disability of the Executive, (ii) by the
      Executive other than for Good Reason (as defined in Section 5(e)) or (iii) through expiration of the Term of
      Employment, the Bank shall have no further obligations hereunder or otherwise
      with respect to the Executive’s employment from and after the termination or
      expiration date (except payment of the Executive’s Base Salary and any bonus
      accrued and reimbursement of all reasonable travel and other business related
      expenses incurred through the date of termination or expiration) and the Bank
      shall continue to have all other rights available hereunder.

     

    (b)  If
      the
      Term of Employment is terminated (i) by the Bank Without Cause (as defined
      in
      Section 5(d)) or (ii) by the Executive for Good
      Reason (as defined in Section 5(e))), the Executive
      shall be entitled to receive as severance pay (in addition to the payment of
      the
      Base Salary and reimbursement of expenses through the date of termination),
      an
      amount equal to the Executive’s remaining Base Salary for the year of
      termination payable within thirty (30) days of the end of the Term of
      Employment.  After the thirtieth (30th) day following
      the
      end of the Term of Employment, the outstanding severance payment shall, until
      paid, bear interest per annum at the prime lending rate as published in The
      Wall
      Street Journal on the thirty-first (31st) day following
      the
      end of the Term of Employment.  Except as otherwise specifically
      provided herein, the Bank shall have no other obligations hereunder or otherwise
      with respect to the Executive’s employment from and after the termination or
      expiration date, and the Bank shall continue to have all other rights available
      hereunder.

     

    (c)  No
      termination under Section 5 shall terminate or
      adversely affect any rights of the Executive then vested under any disability
      or
      other benefit program of the Bank.

     

    5.  Termination.

     

    (a)  Death.  If
      the Executive dies during the Term of Employment and while in the employ of
      the
      Bank, this Agreement shall automatically terminate and neither the Bank shall
      have no further obligation to the Executive or his estate under this Agreement
      (other than death benefits payable under the benefit plans referenced in Section
      3(b) or Section 3(c)),
      except that the Bank shall pay the Executive’s estate that portion of the
      Executive’s Base Salary under Section 3(a) accrued
      through the date on which the Executive’s death occurred and reimbursement of
      all reasonable travel and other business related expenses incurred through
      the
      date on which the Executive’s death occurred.  Such payment of Base
      Salary and expenses to the Executive’s estate shall be made in the same manner
      as other payroll obligations of the Bank.

     

    (b)  Disability.

     

    (i)  the
      Bank
      may terminate this Agreement if, during the Term of Employment, the Executive
      shall be prevented from performing his duties hereunder by reason of becoming
      disabled.  For purposes of this Agreement, “disability” shall mean
      that the Executive is unable to engage in any substantial gainful activity
      by
      reason of any medically determinable physical or mental impairment that can
      be
      expected to result or death or expected to last for a continuous period of
      not
      less than 12 months.  During any period prior to termination during
      which the Executive fails to perform his duties as a result of incapacity due
      to
      physical or mental illness, the Executive shall continue to receive his full
      salary at the rate then in effect for such period until his employment
      terminates pursuant to this Section 5(b), provided that
      payments so made to the Executive
      during such period shall be reduced by the sum of the amounts, if any, payable
      to the Executive under any disability benefit plans of the Bank that were not
      previously applied to reduce such payment.

     

    (ii)  In
      the
      event of a termination pursuant to this Section 5(b), the Bank shall
      be relieved of all their
      obligations under this Agreement, except that the Bank shall pay to the
      Executive, or his estate in the event of his subsequent death,(i) the
      Executive’s Base Salary under Section 3(a) through
      the date on which such termination shall have occurred, reduced during such
      period by the amount of any benefits received by the Executive under any
      disability policy maintained by the Bank and any death benefits payable under
      the benefit plans referenced in Section 3(b) or
      Section 3(c) and (ii) reimbursement of all
      reasonable travel and other business related expenses incurred through the
      date
      on which such termination shall have occurred.  All such payments to
      the Executive or his estate shall be made in the same manner as other payroll
      obligations of the Bank.

     

    (c)  Discharge
      for Cause.  At any time during the Term of Employment, the Bank
      may discharge the Executive for Cause and terminate this Agreement by delivering
      to the Executive a written notice of discharge.  The notice of
      discharge shall set forth the reasons for the Executive’s termination for
      Cause.  For purposes of this Agreement, “Cause” shall be
      defined as the occurrence of any of the following events:

     

    (i)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, after consultation with its legal counsel, that the
      Executive has committed an act or acts constituting (1) a felony, or other
      crime (whether a felony or a misdemeanor) involving moral turpitude, dishonesty
      or theft, (2) a breach of fiduciary duty, or (3) fraud;

     

    (ii)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, that (1) the Executive has willfully failed to follow
      the policies adopted by the Board of Directors, other than technical or
      immaterial failures; (2) the Executive has failed to meet the duties and
      responsibilities inherent in Section 2 of this
      Agreement, other than technical or immaterial failures; or (3) the
      Executive has engaged in such intentional or reckless actions or omissions
      that
      would constitute unsafe or unsound banking practices, and, in the case of any
      termination pursuant to this 5(c)(ii), the
      Executive fails to cure such situation, assuming that such situation is curable,
      within thirty (30) days after written notice to the Executive by the Bank
      specifying in reasonable detail the reason for termination by the Board of
      Directors;

     

    (iii)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, after consultation with its legal counsel, that the
      Executive has committed a breach or violation of this Agreement, and fails
      to
      cure such breach or violation within thirty (30) days after written notice
      to
      the Executive by   the Bank specifying in reasonable detail the
      alleged breach or violation;

     

    (iv)  The
      determination by the Board of Directors of the Bank, after consultation with
      its
      legal counsel, that the Executive has engaged in gross misconduct in the course
      and scope of his employment with the Bank, which shall be defined to mean
      indecency, immorality, dishonesty, unlawful harassment or discrimination, use
      of
      illegal drugs, or fighting; or

     

    (v)  In
      the
      event the Executive is prohibited from engaging in the business of banking
      by
      any governmental regulatory agency having jurisdiction over the
      Bank.

     

    For
      purposes of this Agreement, the Executive shall not be deemed to be in breach of
      this Agreement for his failure to substantially perform his duties under this
      Agreement where such failure results because the Executive has become disabled
      within the meaning of Section 5(b).  In such cases, termination
      of the
      Executive shall be governed by the provisions of Section 5(b).

     

    (d)  Discharge
      Without Cause.  At any time during the Term of Employment, the
      Bank shall be entitled to terminate the Executive’s employment and this
      Agreement “Without Cause,” by providing him with at least thirty (30)
      days prior written notice of termination.  Any termination of this
      Agreement which is not for Cause, as defined above in Section 5(c), or which does
      not
      result from the death or disability of the Executive, as set forth in Sections
      5(a) or 5(b),
      respectively, shall
      be deemed to be a termination Without Cause.  In the event of a
      termination Without Cause, the Bank shall become obligated to pay the Executive
      the severance payment set forth in Section 4(b).

     

    (e)  Good
      Reason.  At any time during the Term of Employment, the Executive
      may resign for Good Reason and terminate this Agreement by delivering to the
      Bank a written notice of resignation for Good Reason.  The notice of
      resignation shall set forth the reasons for the Executive’s resignation for Good
      Reason.  For purposes of this Agreement, “Good Reason” shall be
      defined as the occurrence of any of the following events:

     

    (i)  the
      assignment to Executive of any duties materially and adversely inconsistent
      with
      Executive’s status as a senior vice-president and member of the Bank’s senior
      management team or a material and adverse alteration in the nature of
      Executive’s authority, duties or responsibilities;

     

    (ii)  the
      reduction by the Bank of Executive’s Base Salary;

     

    (iii)  the
      requirement that Executive be based at any office or location other than an
      office of the Bank in Hammond, Louisiana; or

     

    (iv)  the
      failure of any successor to the Bank to assume this Agreement.

     

    6.  Resignation.  The
      Executive shall be entitled to terminate this Agreement by providing the Bank
      with a written notice of resignation at least thirty (30) days prior to the
      intended resignation date, upon which he shall be entitled to receive any Base
      Salary which has been earned by him through the effective date of such
      resignation.

     

    7.  Arbitration.  Any
      dispute or claim arising hereunder shall be settled by
      arbitration.  Any party may commence arbitration by sending a written
      notice or arbitration to the other party.  The notice will state the
      dispute with particularity.  The parties shall mutually agree to the
      selection of a qualified arbitrator.  If they do not agree with
      fifteen (15) days, then one party may request that a then presiding judge in
      Tangipahoa Parish, Louisiana select an attorney to become the arbitrator in
      this
      matter.  The arbitration hearing shall be commenced thirty (30) days
      following the date of delivery of notice of arbitration by one party to the
      other, under the terms of the Federal Arbitration Act.  The
      arbitration shall be conducted in Tangipahoa Parish, Louisiana in accordance
      with the Federal Arbitration Act, and each party shall retain the right to
      cross-examine the opposing party’s witnesses, either through legal counsel,
      expert witnesses or both.  As part of his or her decision, the
      arbitrator may allocate the cost of arbitration, including fees of attorneys
      and
      experts, as he or she deems fair and equitable in light of all relevant
      circumstances.  Judgment on the award rendered by the arbitrator may
      be entered in any court of competent jurisdiction.

     

    8.  Goodwill.  The
      Executive acknowledges that the Bank will, over a period of time, develop,
      significant relationships and goodwill between itself and its clients and
      customers by providing superior products and services.  The Executive
      further acknowledges that these relationships and this goodwill are a valuable
      asset belonging solely to the Bank.  The Executive understands that
      the Bank agrees to compensate him, as well as to reimburse him for reasonable
      and necessary business expenses incurred, while he builds and/or maintains
      business relationships and goodwill with the Bank’s current and prospective
      clients and customers on a personal level.  The Executive acknowledges
      that the responsibility to build and maintain business relationships and
      goodwill with current and prospective clients and customers creates a special
      relationship of trust and confidence between him, the Bank, and their clients
      and customers.

     

    9.  Notices.  All
      notices, requests, consents and other communications to be given or delivered
      hereunder or by reason of the provisions of this Agreement shall be in writing
      and shall be deemed to have been properly served if (a) delivered
      personally, (b) delivered by a recognized overnight courier service,
      (c) sent by certified or registered mail, return receipt requested and
      first class postage prepaid, or (d) sent by facsimile transmission followed
      by a confirmation copy delivered by recognized overnight courier service the
      next day.  Such notices, requests, consents and other communications
      shall be sent to the respective parties as follows:

     

    (i) if
      to the Executive:

     

    Reggie
      R.
      Harper

    17132
      Natures Trace

    Hammond,
      La. 70403, and

     

    (ii) if
      to the Bank:

     

    First
      Guaranty Bank

    400
      Guaranty Square

    Hammond,
      Louisiana 70401

    Attn:  Chief
      Executive Officer.

     

    Any
      Party
      hereto may designate a different address by providing written notice of such
      new
      address to the other Parties.  Date of service of such notice shall be
      (i) the date such notice is personally delivered or sent by facsimile
      transmission (with issuance by the transmitting machine of a confirmation of
      a
      successful transmission), (ii) three business days after the date of
      mailing if sent by certified or registered mail or (iii) one business day
      after the date of delivery to the overnight courier if sent by overnight
      courier.

     

    10.  Severability.  The
      Parties acknowledge that each covenant and/or provision of this Agreement shall
      be enforceable independently of every other covenant and/or
      provision.  Furthermore, the Executive, the Bank acknowledge that, in
      the event any covenant and/or provision of this Agreement is determined to
      be
      unenforceable for any reason, the remaining covenants and/or provisions will
      remain effective, binding and enforceable.

     

    11.  Complete
      Agreement; Modification.  Except with respect to that certain
      Confidentiality and Non-Disclosure Agreement executed concurrently herewith
      and
      any rights the Executive may have under the Merger Agreement, the Parties
      acknowledge and agree that (a) this Agreement constitutes the complete and
      entire agreement between the parties with respect to the subject matter hereof;
      (b) each executed this Agreement based upon the express terms and provisions
      set
      forth herein; (c) in accepting employment with the Company and the Bank, the
      Executive has not relied on any representations, oral or written, which are
      not
      set forth in this Agreement, (d) no previous agreement, either oral or written,
      shall have any effect on the terms or provisions of this Agreement and (e)
      all
      such previous agreements with respect to the subject matter hereof, either
      oral
      or written, are expressly superseded and revoked by this
      Agreement.  The provisions hereof may not be altered, amended,
      modified, waived, or discharged in any way whatsoever, except by written
      agreement executed by the Parties.  No waiver shall be deemed a
      continuing waiver or a waiver of any subsequent breach or default, either of
      a
      similar or different nature, unless expressly so stated in writing.

     

    12.  Governing
      Law.  This Agreement shall be construed and enforced in accordance
      with, and all questions concerning the construction, validity, interpretation
      and performance of this Agreement shall be governed by, the laws of the State
      of
      Louisiana, without giving effect to provision thereof regarding conflict of
      laws.

     

    13.  Prior
      Agreements.  The Executive represents that his service as an
      employee of   the Bank will not violate any
      agreement:  (i) he has made that prohibits him from disclosing
      any information he acquired prior to his becoming employed by the Bank; or
      (ii) he had made that prohibits him from accepting employment
      with   the Bank or that will interfere with his compliance with
      the terms of this Agreement.  The Executive further represents that he
      has not previously, and will not in the future, disclose to   the
      Bank any proprietary information or trade secrets belonging to any previous
      employer.  The Executive acknowledges that the Bank has instructed him
      not to disclose to it any proprietary information or trade secrets belonging
      to
      any previous employer.

     

    14.  Voluntary
      Agreement.  The Parties acknowledge that each has carefully read
      this agreement, that each has had an opportunity to consult with his or its
      attorney concerning the meaning, import and legal significance of this
      Agreement, that each understands its terms, that all understandings and
      agreements between the Parties relating to the subjects covered in this
      Agreement are contained in it, and that each has entered into the Agreement
      voluntarily and not in reliance on any promises or representations by the other
      than those contained in this Agreement.

     

     [Signature
      page follows]


    
      
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    [Signature
      Page to the Executive Employment Agreement]

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above, to be effective as of the Effective Date.

     

    
      	
              THE
                EXECUTIVE:

            	 
	 	
              Reggie
                R. Harper

            
	 	 
	
              THE
                BANK:

            	
              First
                Guaranty Bank,

            
	 	
              a
                Louisiana state bank

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              
                Michael
                  R. Sharp

              

            
	 	
              Title:

            	
              
                President

              

            
	 	 	 
	 	 	 


    

    


     

     

    
      
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      LOUISIANA
        ANCILLARY CONFIDENTIALITY
        AND

      NON-COMPETITION
        AGREEMENT

      


      THIS
        CONFIDENTIALITY AND
        NON-COMPETITION AGREEMENT (the “Agreement”) dated November 2, 2007 is
        made by Reggie Harper (“Executive”) and First Guaranty Bank (the
“Bank”).

      


      RECITALS

      


      A.
        Executive and the Bank have entered
        into an Employment Agreement dated this date (the “Employment
        Agreement”), to which this Agreement is ancillary and incorporated by
        reference, pursuant to which, among other things, the Bank agrees to make
        certain payments to Executive; and

      


      B.  Pursuant
        to the
        Employment Agreement, the Bank and Executive have agreed to enter into this
        Ancillary Agreement.

      


      The
        parties accordingly agree as
        follows:

      


      AGREEMENT

      


      


      1.  Definitions.  Each
        capitalized term not defined in this Agreement has the meaning assigned to
        it in
        the Employment Agreement.

       

      2.  Term.  The
        term of this Agreement begins at the Effective Time of the Mergers and continues
        through the earlier of (i) December 31, 2008 or (ii) the date of termination
        of
        the Executive’s employment with the Bank (A) by the Bank Without Cause or (B) by
        the Executive for Good Reason.

       

      3.  Confidentiality.  Executive
        acknowledges that in the course of his relationship with First Community
        Bank he
        has in the past received, and may in the future receive in the course of
        his
        relationship with the Bank, certain trade secrets, programs, lists of customers
        and other confidential or proprietary information and knowledge concerning
        the
        business of the Bank and its parent, First Guaranty Bancshares, Inc.
        (“Confidential Information”) which the Bank desires to
        protect.  Executive understands that the information is confidential,
        and he agrees not to reveal the Confidential Information to anyone outside
        the
        Bank, other than such disclosure as authorized by the Bank or is made to
        a
        person transacting business with the Bank who has reasonable need for such
        Confidential Information.  Executive further agrees that he will at no
        time use the Confidential Information for or on behalf of any person other
        than
        the Bank for any purpose.

       

      4.  Return
        of Bank Property.  The Executive acknowledges that all
        memoranda, notes, records, reports, manuals, books, papers, letters, client
        and
        customer lists, contracts, software programs, information and records, drafts
        of
        instructions, guides and manuals, and other documentation (whether in draft
        or
        final form), and other sales or financial information and aids relating to
        the
        Bank’s business, and any and all other documents containing Confidential
        Information furnished to the Executive by any representative of the Bank
        or
        otherwise acquired or developed by the Executive in connection with his
        association with the Bank (collectively, “Recipient Materials”) shall at
        all times be the property of the Bank (as applicable).  Within
        twenty-four (24) hours of the termination of his employment with the Bank,
        the
        Executive shall return to the Bank any Recipient Materials which are in his
        possession, custody or control.

      


      5.  Unfair
        Competition Restrictions; Non-Solicitation of
        Customers; Non-Solicitation of
        Employees.  Throughout the term of this Agreement, the
        Executive agrees not to do any of the following, directly or indirectly,
        for
        himself or for others, anywhere in the Louisiana Parishes of Tangipahoa,
        Livingston, Vermillion, Jefferson Davis, Claiborne, Caddo, Lincoln, Bossier,
        and
        St. Tammany (the “Restricted Area”) unless expressly authorized by the
        Bank's board of directors:

       

      (a)           engage
        in, or assist any person, entity, or business engaged in, the selling or
        providing of products or services that would displace the products or services
        that (i) the Bank is currently in the business of providing and was in the
        business of providing at the time of the execution of this Agreement, or
        (ii)
        that Executive had involvement in, access to, or received Confidential
        Information about in the course of employment.  The foregoing is
        expressly understood to include, without limitation, the business of the
        manufacturing, selling and/or providing products or services of the same
        type
        offered and/or sold by the Bank.

       

      (b)           call
        on, service, or solicit competing business from customers of the Bank, in
        the
        Restricted Area, whom he, within the previous 12 months, (i) had or made
        contact
        with, or (ii) had access to information and files about; or, induce or encourage
        any such customer or other source of ongoing business to stop doing business
        with the Bank.  This provision does not prohibit Executive from
        managing or providing other services or products that are not a product or
        services currently offered by the Bank.

       

      (c)           call
        on, solicit, encourage, or induce any other employee or officer of the Bank,
        whom he had contact with, knowledge of, or association within the course
        of
        employment with the Bank to discontinue his or her employment, and will not
        assist any other person or entity in such a solicitation.

       

      6.  Non-Disparagement.  Executive
        covenants and agrees he will not engage in any pattern of conduct that involves
        the making or publishing of written or oral statements or remarks (including,
        without limitation, the repetition or distribution of derogatory rumors,
        allegations, negative reports or comments) which are disparaging, deleterious
        or
        damaging to the integrity, reputation or good will of the Bank or its respective
        management or products and services.

       

      7.  Separability
        of Covenants.  The covenants contained in Section 5
        constitute a series of separate but ancillary covenants, one for each applicable
        parish in the State of Louisiana that is within the Restricted
        Area.  If in any judicial proceeding, a court shall hold that any of
        the covenants set forth in Section 5 exceed the time, geographic, or
        occupational limitations permitted by applicable law, Executive and the Bank
        agree that such provisions shall and are hereby reformed to the maximum time,
        geographic, or occupational limitations permitted by such
        laws.   Further, in the event a court shall hold unenforceable
        any of the separate covenants deemed included herein, then such unenforceable
        covenant or covenants shall be deemed eliminated from the provisions of this
        Agreement for the purpose of such proceeding to the extent necessary to permit
        the remaining separate covenants to be enforced in such
        proceeding.  Executive and the Bank further agree that the covenants
        in Section 5 shall each be construed as a separate agreement independent
        of any
        other provisions of this Agreement, and the existence of any claim or cause
        of
        action by Executive against the Bank, whether predicated on this Agreement,
        his
        Employment Agreement or otherwise, shall not constitute a defense to the
        enforcement by the Bank of any of the covenants of Section 5.

       

      8.  Consideration.  Executive
        acknowledges and agrees that no other consideration for Executive's covenants
        in
        this Agreement, other than that specifically referred to in the Employment
        Agreement, has or will be paid or furnished to him by the Bank.

       

      9.  Meaning
        of Certain Terms.  All non-capitalized terms in Sections 3, 4
        and 5 are intended to and shall have the same meanings that those terms (to
        the
        extent they appear therein) have in
        La.  R.  S.  23:921.C.  Subject to and
        only to the extent not consistent with the foregoing sentence, the parties
        understand the following phrases to have the following meanings:

       

      (a)           The
        phrase “carrying on or engaging in a business similar to the business of the
        Bank” includes engaging, as principal, officer, employee, agent, trustee,
        advisor, consultant or through the agency of any bank, corporation, partnership,
        association or agent or agency, in any business which conducts business in
        competition with the Bank or being the owner of more than one percent of
        the
        outstanding capital stock of any corporation, or an officer, director, or
        employee of any corporation or other entity, (other than the Bank or a
        corporation or other entity, affiliated with the Bank) or a member or employee
        or any partnership, or an owner or employee of any other business, which
        conducts a business or provides a service in the Restricted Area in competition
        with the Bank or any affiliated corporation or other
        entity.  Moreover, the term also includes (i) directly or indirectly
        inducing any current customers of the Bank, or any affiliated corporation
        or
        other entity, to patronize any product or service business in competition
        with
        the Bank or any affiliated corporation or other entity, (ii) canvassing,
        soliciting, or accepting any product or service business of the type conducted
        by the Bank or any affiliated corporation or other entity (iii) directly
        or
        indirectly requesting or advising any current customers of the Bank or any
        affiliated corporation or other entity, to withdraw, curtail or cancel such
        customer’s business with the Bank or any affiliated corporation or other entity;
        or (iv) directly or indirectly disclosing to any other person, firm, corporation
        or entity, the names or addresses of any of the current customers of the
        Bank or
        any affiliated corporation or other entity or the rates or other terms on
        which
        the Bank provides services to its customers.  In addition, the term
        includes directly or indirectly, through any person, firm, association,
        corporation or other entity with which Executive is now or may hereafter
        become
        associated, causing or inducing any present employee of the Bank or any
        affiliated corporation or other entity to leave the employ of the Bank or
        any
        affiliated corporation or other entity to accept employment with Executive
        or
        with such person, firm, association, corporation, or other entity.

      


      (b)           The
        phrase “a business similar to the business of the Bank”
means the taking of deposits and other receipt
        of funds from customers, the
        making of loans and other extensions of credit, maintaining checking accounts
        for customers, providing investment vehicles such as certificates of deposit
        to
        customers and providing trust services.

      


      (c)           The
        phrase “carries on a like business” includes, without limitation, actions
        taken by or through a holding company, wholly-owned subsidiary or other
        affiliated corporation or entity.

      


      10.  Reasonable
        Restrictions.  Executive represents to the Bank that the
        enforcement of the restrictions contained in this Agreement would not be
        unduly
        burdensome to Executive and acknowledges that Executive is willing and able,
        subject to the Restricted Area as defined herein, to compete in other
        geographical areas not prohibited by this Agreement.  The parties to
        this Agreement hereby agree that the covenants contained in this Agreement
        are
        reasonable.

       

      11.  Entire
        Agreement.  Except with respect to the Employment Agreement
        executed concurrently herewith, this Agreement constitutes the entire agreement
        between the parties hereto with respect to the subject matter of this Agreement
        and supersedes and is in full substitution for any and all prior agreements
        and
        understandings whether written or oral between said parties relating to the
        subject matter of this Agreement.  This Agreement shall not supersede
        or substitute for, nor be superseded or substituted by, the Employment
        Agreement, but shall have full force and effect concurrently
        therewith.

       

      12.  Amendment.  This
        Agreement may not be amended or modified in any respect except by an agreement
        in writing executed by the parties in the same manner as this Agreement except
        as provided in Section 13 of this Agreement.

       

      13.  Unenforceable
        Provisions.  If, and to the extent that, any section,
        paragraph, part, term and/or provision of this Agreement would otherwise
        be
        found null, void, or unenforceable under applicable law by any court of
        competent jurisdiction, that section, paragraph, part, term and/or provision
        shall automatically not constitute part of this Agreement.  Each
        section, paragraph, part, term and/or provision of this Agreement is intended
        to
        be and is severable from the remainder of this Agreement.  If, for any
        reason, any section, paragraph, part, term and/or provision herein is determined
        not to constitute part of this Agreement or to be null, void, or unenforceable
        under applicable law by any court of competent jurisdiction, the operation
        of
        the other sections, paragraphs, parts, terms and/or provisions of this Agreement
        as may remain otherwise intelligible shall not be impaired or otherwise affected
        and shall continue to have full force and effect and bind the parties
        hereto.

       

      14.  Remedies.

       

      (a)           Executive
        agrees that a breach or violation of Section 3, 4 or 5 of this Agreement
        by
        Executive shall entitle the Bank as a matter of right, to an injunction,
        without
        necessity of posting bond, issued by any court of competent jurisdiction,
        restraining any further or continued breach or violation of such
        provisions.  Such right to an injunction shall be cumulative and in
        addition, and not in lieu of, any other remedies to which the Bank may show
        themselves justly entitled, including, but not limited to, specific performance
        and damages.  The parties specifically agree that the remedy of
        damages alone is inadequate.

      


      (b)           In
        the event that Executive knowingly and intentionally fails in any material
        respect to perform any of his material obligations under this Agreement,
        the
        Bank may elect (i) to cease all payments under the Employment Agreement and
        recover all payments previously made to Executive under the Employment
        Agreement, (ii) obtain an injunction and/or (iii) exercise any and all other
        remedies available by law.

      


      (c)           Notwithstanding
        the foregoing subsection (b), Executive  will have no liability or
        responsibility for: (i) inadvertent disclosure or use of the Confidential
        Information if (x) he uses the same degree of care in safeguarding the
        Confidential Information that the Bank uses to safeguard information of like
        importance and (y) upon discovery of such inadvertent disclosure or use of
        such
        material, Executive immediately uses his best efforts, including the
        commencement of litigation, if necessary, to prevent any use thereof by the
        person or persons to whom it has been disclosed and to prevent any further
        incidental disclosure thereof; and, (ii) disclosure of any Confidential
        Information (x) that is required by law, (y) that is made pursuant to a proper
        subpoena from a court or administrative agency of competent jurisdiction
        from a
        court or administrative agency of competent jurisdiction or (z) that is made
        upon written demand of an official involved in regulating the Executive if
        before disclosure is made, Executive immediately notifies the Bank of the
        requested disclosure by the most immediate means of communication available
        and
        confirms in writing such notification within one business day
        thereafter.

      


      15.  Notice.  All
        notices, consents, requests, approvals or other communications in connection
        with this Agreement and all legal process in regard hereto shall be in writing
        and shall be deemed validly delivered, if delivered personally or sent by
        certified mail, postage prepaid.  Unless changed by written notice
        pursuant hereto, the address of each party for the purposes hereof is as
        follows:

       

      If
        to
        Executive:                                                                           If
        to the Bank:

      
 

      Reggie
        Harper                                                                       First
        Guaranty
        Bank

      17132
        Nature’s
        Trace                                                                           400  East
        Thomas Street

      Hammond,
        LA
        70403                                                                           Hammond,
        LA.  70401

                                Attention:  Michael
        R. Sharp, President

      


      Notice
        given by mail as set out above shall be deemed delivered only when actually
        received.

      


      16.  Descriptive
        Headings.  The descriptive headings of the several sections
        of this Agreement are inserted for convenience only and shall not control
        or
        affect the meaning or construction of any of the provisions hereof.

       

      17.  Governing
        Law.  This Agreement shall be governed by and construed and
        enforced in accordance with the laws of the State of Louisiana without regard
        to
        conflicts of law principles.

       

      


      


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

      


      Executive:                                                                                     First
        Guaranty Bank

       

       

      ________________________                  By:________________________

      Reggie
        Harper                                                                                           Michael
        R. Sharp, President

      


      


      
        

        

      


      
        
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    EXECUTIVE
      EMPLOYMENT
      AGREEMENT

     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered
      into as of the 2nd day of
      November,
      2007, by and between First Guaranty Bank, a Louisiana state nonmember bank
      (the
“Bank”), and Cordell H. White, an individual resident of the State of
      Louisiana (the “Executive”) (the signatories to this Agreement may be
      referred to individually as a “Party” and jointly as the
“Parties”).

     

    WITNESSETH:

     

    WHEREAS,                                First
      Guaranty Bancshares, Inc. (the sole shareholder of the Bank and First Community
      Holding Company (along with its subsidiary First Community Bank, the current
      employer of the Executive) have entered into an Agreement and Plan of
      Reorganization, dated November 2, 2007 (“Merger Agreement”), pursuant to
      which the First Community Holding Company and First Community Bank will merge
      into First Guaranty Bancshares, Inc. and the Bank, respectively;
      and

     

    WHEREAS,
      the Executive has considerable experience, expertise and training in management
      related to banking and services offered by the Bank; and

     

    WHEREAS,
      the Bank desires for the Executive to be employed as a senior lending officer,
      credit officer or other position in Senior Management of the Bank following
      the
      Merger, and the Executive desires to accept employment, subject to and on the
      terms and conditions set forth in this Agreement; and

     

    WHEREAS,
      the Bank and the Executive have read and understood the terms and provisions
      set
      forth in this Agreement and have been afforded a reasonable opportunity to
      review this Agreement with their respective legal counsel.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      in
      this Agreement, and for good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Executive, and the Bank agree
      as follows:

     

    1.  Term
      of Employment.  This Agreement shall become effective (the
“Effective Date”) upon the Effective Time for the Merger (as defined in
      the Merger Agreement) and  shall continue in effect until December 31,
      2008 (the “Term of Employment”), unless terminated pursuant to Section 5 of this Agreement.

     

    2.  Duties
      and Authority.  During the Term of Employment, the Executive shall
      serve as a senior vice-president with a role appropriate to a member of the
      Bank’s senior management team.  The Executive shall perform in a
      professional manner the authorized and customary duties associated with his
      position and such other reasonable duties and responsibilities commensurate
      with
      the Executive’s position as the Board of Directors or Chief Executive Officer of
      the Bank may assign to the Executive from time to time.  

     

    3.  Compensation
      and Benefits.  All payments of compensation to the Executive shall
      be payable in accordance with the Bank’s ordinary payroll and other policies and
      procedures, provided that the Executive’s salary, pursuant to Section 3(a) shall be payable
      not
      less frequently than monthly.

     

    (a)  Base
      Salary.  During the Term of Employment, the Bank agrees to pay the
      Executive a base salary of not less than $115,500 annually (“Base
      Salary”), appropriately prorated for partial months at the commencement and
      end of the term of this Agreement.  The Bank shall have the right to
      deduct from any payment of all compensation to the Executive hereunder any
      federal, state or local taxes required by law to be withheld with respect to
      such
      payments and any other amounts specifically authorized to be withheld or
      deducted by the Executive

     

    (b)  Bonus
      Programs.  The Executive will be entitled to participate
      in any and all bonus plans of the Bank whether such bonus plans are presently
      existing or may hereafter be implemented by the Bank at levels equal to
      similarly situated officers.  The Executive shall also be entitled to
      participate in any benefit programs which are applicable to all employees of
      the
      Bank or to executive employees of the Bank in accordance with the Bank policy,
      and the provisions of said benefit programs.  This Agreement, which
      provides certain additional benefits, does not preclude the Executive’s
      participation in such other plans of the Bank.

     

    (c)  Medical
      Benefits; Vacation.  The Executive shall be entitled to receive
      employee  and dependent health insurance, paid sick leave annually in
      accordance with the Bank’s policy, four (4) weeks paid vacation annually and any
      additional benefits provided to all the Bank employees all in accordance with
      the Bank’s employment policies.  All employee benefits provided to the
      Executive by the Bank incident to the Executive’s employment shall be governed
      by the applicable plan documents, summary plan descriptions or employment
      policies, and may be modified, suspended or revoked at any time, in accordance
      with the terms and provisions of the applicable documents.

     

    (d)  Reimbursement
      of Expenses.  During the Term of Employment, the Bank shall
      promptly pay all reasonable expenses incurred by the Executive for all
      reasonable travel and other business related expenses incurred by him in
      performing his obligations under this Agreement in accordance with the Bank’s
      travel and business expense policy, such expenses to be reviewed by the Bank’s
      Board of Directors on a periodic basis.

     

    4.  Compensation
      After Termination.

     

    (a)  If
      the
      Term of Employment is terminated (i) by the Bank for Cause (as defined
      below) or due to the death or disability of the Executive, (ii) by the
      Executive other than for Good Reason (as defined in Section 5(e)) or (iii) through expiration of the Term of
      Employment, the Bank shall have no further obligations hereunder or otherwise
      with respect to the Executive’s employment from and after the termination or
      expiration date (except payment of the Executive’s Base Salary and any bonus
      accrued and reimbursement of all reasonable travel and other business related
      expenses incurred through the date of termination or expiration) and the Bank
      shall continue to have all other rights available hereunder.

     

    (b)  If
      the
      Term of Employment is terminated (i) by the Bank Without Cause (as defined
      in
      Section 5(d)) or (ii) by the Executive for Good
      Reason (as defined in Section 5(e)), the Executive
      shall be entitled to receive as severance pay (in addition to the payment of
      the
      Base Salary and reimbursement of expenses through the date of termination),
      an
      amount equal to the Executive’s remaining Base Salary for the year of
      termination payable within thirty (30) days of the end of the Term of
      Employment.  After the thirtieth (30th) day following
      the
      end of the Term of Employment, the outstanding severance payment shall, until
      paid, bear interest per annum at the prime lending rate as published in The
      Wall
      Street Journal on the thirty-first (31st) day following
      the
      end of the Term of Employment.  Except as otherwise specifically
      provided herein, the Bank shall have no other obligations hereunder or otherwise
      with respect to the Executive’s employment from and after the termination or
      expiration date, and the Bank shall continue to have all other rights available
      hereunder.

     

    (c)  No
      termination under Section 5 shall terminate or
      adversely affect any rights of the Executive then vested under any disability
      or
      other benefit program of the Bank.

     

    5.  Termination.

     

    (a)  Death.  If
      the Executive dies during the Term of Employment and while in the employ of
      the
      Bank, this Agreement shall automatically terminate and neither the Bank shall
      have no further obligation to the Executive or his estate under this Agreement
      (other than death benefits payable under the benefit plans referenced in Section
      3(b) or Section 3(c)),
      except that the Bank shall pay the Executive’s estate that portion of the
      Executive’s Base Salary under Section 3(a) accrued
      through the date on which the Executive’s death occurred and reimbursement of
      all reasonable travel and other business related expenses incurred through
      the
      date on which the Executive’s death occurred.  Such payment of Base
      Salary and expenses to the Executive’s estate shall be made in the same manner
      as other payroll obligations of the Bank.

     

    (b)  Disability.

     

    (i)  the
      Bank
      may terminate this Agreement if, during the Term of Employment, the Executive
      shall be prevented from performing his duties hereunder by reason of becoming
      disabled.  For purposes of this Agreement, “disability” shall mean
      that the Executive is unable to engage in any substantial gainful activity
      by
      reason of any medically determinable physical or mental impairment that can
      be
      expected to result or death or expected to last for a continuous period of
      not
      less than 12 months.  During any period prior to termination during
      which the Executive fails to perform his duties as a result of incapacity due
      to
      physical or mental illness, the Executive shall continue to receive his full
      salary at the rate then in effect for such period until his employment
      terminates pursuant to this Section 5(b), provided that
      payments so made to the Executive
      during such period shall be reduced by the sum of the amounts, if any, payable
      to the Executive under any disability benefit plans of the Bank that were not
      previously applied to reduce such payment.

     

    (ii)  In
      the
      event of a termination pursuant to this Section 5(b), the Bank shall
      be relieved of all their
      obligations under this Agreement, except that the Bank shall pay to the
      Executive, or his estate in the event of his subsequent death,(i) the
      Executive’s Base Salary under Section 3(a) through
      the date on which such termination shall have occurred, reduced during such
      period by the amount of any benefits received by the Executive under any
      disability policy maintained by the Bank and any death benefits payable under
      the benefit plans referenced in Section 3(b) or
      Section 3(c) and (ii) reimbursement of all
      reasonable travel and other business related expenses incurred through the
      date
      on which such termination shall have occurred.  All such payments to
      the Executive or his estate shall be made in the same manner as other payroll
      obligations of the Bank.

     

    (c)  Discharge
      for Cause.  At any time during the Term of Employment, the Bank
      may discharge the Executive for Cause and terminate this Agreement by delivering
      to the Executive a written notice of discharge.  The notice of
      discharge shall set forth the reasons for the Executive’s termination for
      Cause.  For purposes of this Agreement, “Cause” shall be
      defined as the occurrence of any of the following events:

     

    (i)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, after consultation with its legal counsel, that the
      Executive has committed an act or acts constituting (1) a felony, or other
      crime (whether a felony or a misdemeanor) involving moral turpitude, dishonesty
      or theft, (2) a breach of fiduciary duty, or (3) fraud;

     

    (ii)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, that (1) the Executive has willfully failed to follow
      the policies adopted by the Board of Directors, other than technical or
      immaterial failures; (2) the Executive has failed to meet the duties and
      responsibilities inherent in Section 2 of this
      Agreement, other than technical or immaterial failures; or (3) the
      Executive has engaged in such intentional or reckless actions or omissions
      that
      would constitute unsafe or unsound banking practices, and, in the case of any
      termination pursuant to this 5(c)(ii), the
      Executive fails to cure such situation, assuming that such situation is curable,
      within thirty (30) days after written notice to the Executive by the Bank
      specifying in reasonable detail the reason for termination by the Board of
      Directors;

     

    (iii)  The
      determination by the Board of Directors of the Bank, in the exercise of its
      reasonable judgment, after consultation with its legal counsel, that the
      Executive has committed a breach or violation of this Agreement, and fails
      to
      cure such breach or violation within thirty (30) days after written notice
      to
      the Executive by   the Bank specifying in reasonable detail the
      alleged breach or violation;

     

    (iv)  The
      determination by the Board of Directors of the Bank, after consultation with
      its
      legal counsel, that the Executive has engaged in gross misconduct in the course
      and scope of his employment with the Bank, which shall be defined to mean
      indecency, immorality, dishonesty, unlawful harassment or discrimination, use
      of
      illegal drugs, or fighting; or

     

    (v)  In
      the
      event the Executive is prohibited from engaging in the business of banking
      by
      any governmental regulatory agency having jurisdiction over the
      Bank.

     

    For
      purposes of this Agreement, the Executive shall not be deemed to be in breach
      of
      this Agreement for his failure to substantially perform his duties under this
      Agreement where such failure results because the Executive has become disabled
      within the meaning of Section 5(b).  In such cases, termination
      of the
      Executive shall be governed by the provisions of Section 5(b).

     

    (d)  Discharge
      Without Cause.  At any time during the Term of Employment, the
      Bank shall be entitled to terminate the Executive’s employment and this
      Agreement “Without Cause,” by providing him with at least thirty (30)
      days prior written notice of termination.  Any termination of this
      Agreement which is not for Cause, as defined above in Section 5(c), or which does
      not
      result from the death or disability of the Executive, as set forth in Sections
      5(a) or 5(b),
      respectively, shall
      be deemed to be a termination Without Cause.  In the event of a
      termination Without Cause, the Bank shall become obligated to pay the Executive
      the severance payment set forth in Section 4(b).

     

    (e)  Good
      Reason.  At any time during the Term of Employment, the Executive
      may resign for Good Reason and terminate this Agreement by delivering to the
      Bank a written notice of resignation for Good Reason.  The notice of
      resignation shall set forth the reasons for the Executive’s resignation for Good
      Reason.  For purposes of this Agreement, “Good Reason” shall be
      defined as the occurrence of any of the following events:

     

    (i)  the
      assignment to Executive of any duties materially and adversely inconsistent
      with
      Executive’s status as a senior vice-president and member of the Bank’s senior
      management team or a material and adverse alteration in the nature of
      Executive’s authority, duties or responsibilities;

     

    (ii)  the
      reduction by the Bank of Executive’s Base Salary;

     

    (iii)  the
      requirement that Executive be based at any office or location other than an
      office of the Bank in Hammond, Louisiana; or

     

    (iv)  the
      failure of any successor to the Bank to assume this Agreement.

     

    6.  Resignation.  The
      Executive shall be entitled to terminate this Agreement by providing the Bank
      with a written notice of resignation at least thirty (30) days prior to the
      intended resignation date, upon which he shall be entitled to receive any Base
      Salary which has been earned by him through the effective date of such
      resignation.

     

    7.  Arbitration.  Any
      dispute or claim arising hereunder shall be settled by
      arbitration.  Any party may commence arbitration by sending a written
      notice or arbitration to the other party.  The notice will state the
      dispute with particularity.  The parties shall mutually agree to the
      selection of a qualified arbitrator.  If they do not agree with
      fifteen (15) days, then one party may request that a then presiding judge in
      Tangipahoa Parish, Louisiana select an attorney to become the arbitrator in
      this
      matter.  The arbitration hearing shall be commenced thirty (30) days
      following the date of delivery of notice of arbitration by one party to the
      other, under the terms of the Federal Arbitration Act.  The
      arbitration shall be conducted in Tangipahoa Parish, Louisiana in accordance
      with the Federal Arbitration Act, and each party shall retain the right to
      cross-examine the opposing party’s witnesses, either through legal counsel,
      expert witnesses or both.  As part of his or her decision, the
      arbitrator may allocate the cost of arbitration, including fees of attorneys
      and
      experts, as he or she deems fair and equitable in light of all relevant
      circumstances.  Judgment on the award rendered by the arbitrator may
      be entered in any court of competent jurisdiction.

     

    8.  Goodwill.  The
      Executive acknowledges that the Bank will, over a period of time, develop,
      significant relationships and goodwill between itself and its clients and
      customers by providing superior products and services.  The Executive
      further acknowledges that these relationships and this goodwill are a valuable
      asset belonging solely to the Bank.  The Executive understands that
      the Bank agrees to compensate him, as well as to reimburse him for reasonable
      and necessary business expenses incurred, while he builds and/or maintains
      business relationships and goodwill with the Bank’s current and prospective
      clients and customers on a personal level.  The Executive acknowledges
      that the responsibility to build and maintain business relationships and
      goodwill with current and prospective clients and customers creates a special
      relationship of trust and confidence between him, the Bank, and their clients
      and customers.

     

    9.  Notices.  All
      notices, requests, consents and other communications to be given or delivered
      hereunder or by reason of the provisions of this Agreement shall be in writing
      and shall be deemed to have been properly served if (a) delivered
      personally, (b) delivered by a recognized overnight courier service,
      (c) sent by certified or registered mail, return receipt requested and
      first class postage prepaid, or (d) sent by facsimile transmission followed
      by a confirmation copy delivered by recognized overnight courier service the
      next day.  Such notices, requests, consents and other communications
      shall be sent to the respective parties as follows:

     

    (i) if
      to the Executive:

     

    Cordell
      H. White

    41464
      Rue
      Maison

    Ponchatoula,
      Louisiana 70454, and

     

    (ii) if
      to the Bank:

     

    First
      Guaranty Bank

    400
      Guaranty Square

    Hammond,
      Louisiana 70401

    Attn:  Chief
      Executive Officer.

     

    Any
      Party
      hereto may designate a different address by providing written notice of such
      new
      address to the other Parties.  Date of service of such notice shall be
      (i) the date such notice is personally delivered or sent by facsimile
      transmission (with issuance by the transmitting machine of a confirmation of
      a
      successful transmission), (ii) three business days after the date of
      mailing if sent by certified or registered mail or (iii) one business day
      after the date of delivery to the overnight courier if sent by overnight
      courier.

     

    10.  Severability.  The
      Parties acknowledge that each covenant and/or provision of this Agreement shall
      be enforceable independently of every other covenant and/or
      provision.  Furthermore, the Executive, the Bank acknowledge that, in
      the event any covenant and/or provision of this Agreement is determined to
      be
      unenforceable for any reason, the remaining covenants and/or provisions will
      remain effective, binding and enforceable.

     

    11.  Complete
      Agreement; Modification.  Except with respect to that certain
      Confidentiality and Non-Disclosure Agreement executed concurrently herewith
      and
      any rights the Executive may have under the Merger Agreement, the Parties
      acknowledge and agree that (a) this Agreement constitutes the complete and
      entire agreement between the parties with respect to the subject matter hereof;
      (b) each executed this Agreement based upon the express terms and provisions
      set
      forth herein; (c) in accepting employment with the Company and the Bank, the
      Executive has not relied on any representations, oral or written, which are
      not
      set forth in this Agreement, (d) no previous agreement, either oral or written,
      shall have any effect on the terms or provisions of this Agreement and (e)
      all
      such previous agreements with respect to the subject matter hereof, either
      oral
      or written, are expressly superseded and revoked by this
      Agreement.  The provisions hereof may not be altered, amended,
      modified, waived, or discharged in any way whatsoever, except by written
      agreement executed by the Parties.  No waiver shall be deemed a
      continuing waiver or a waiver of any subsequent breach or default, either of
      a
      similar or different nature, unless expressly so stated in writing.

     

    12.  Governing
      Law.  This Agreement shall be construed and enforced in accordance
      with, and all questions concerning the construction, validity, interpretation
      and performance of this Agreement shall be governed by, the laws of the State
      of
      Louisiana, without giving effect to provision thereof regarding conflict of
      laws.

     

    13.  Prior
      Agreements.  The Executive represents that his service as an
      employee of   the Bank will not violate any
      agreement:  (i) he has made that prohibits him from disclosing
      any information he acquired prior to his becoming employed by the Bank; or
      (ii) he had made that prohibits him from accepting employment
      with   the Bank or that will interfere with his compliance with
      the terms of this Agreement.  The Executive further represents that he
      has not previously, and will not in the future, disclose to   the
      Bank any proprietary information or trade secrets belonging to any previous
      employer.  The Executive acknowledges that the Bank has instructed him
      not to disclose to it any proprietary information or trade secrets belonging
      to
      any previous employer.

     

    14.  Voluntary
      Agreement.  The Parties acknowledge that each has carefully read
      this agreement, that each has had an opportunity to consult with his or its
      attorney concerning the meaning, import and legal significance of this
      Agreement, that each understands its terms, that all understandings and
      agreements between the Parties relating to the subjects covered in this
      Agreement are contained in it, and that each has entered into the Agreement
      voluntarily and not in reliance on any promises or representations by the other
      than those contained in this Agreement.

     

     [Signature
      page follows]


    
      
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    [Signature
      Page to the Executive Employment Agreement]

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above, to be effective as of the Effective Date.

     

     

    
      	
              THE
                EXECUTIVE:

            	 
	 	
              Cordell
                H. White

            
	 	 
	
              THE
                BANK:

            	
              First
                Guaranty Bank,

            
	 	
              a
                Louisiana state bank

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              
                Michel
                  R. Sharp

              

            
	 	
              Title:

            	
              
                President

              

            
	 	 	 
	 	 	 


    

    


     

    



    
      
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      LOUISIANA
        ANCILLARY CONFIDENTIALITY
        AND

      NON-COMPETITION
        AGREEMENT

      


      THIS
        CONFIDENTIALITY AND
        NON-COMPETITION AGREEMENT (the “Agreement”) dated November 2, 2007 is
        made by Cordell White (“Executive”) and First Guaranty Bank (the
“Bank”).

      


      RECITALS

      


      A.
        Executive and the Bank have entered
        into an Employment Agreement dated this date (the “Employment
        Agreement”), to which this Agreement is ancillary and incorporated by
        reference, pursuant to which, among other things, the Bank agrees to make
        certain payments to Executive; and

      


      B.  Pursuant
        to the
        Employment Agreement, the Bank and Executive have agreed to enter into this
        Ancillary Agreement.

      


      The
        parties accordingly agree as
        follows:

      


      AGREEMENT

      


      


      1.  Definitions.  Each
        capitalized term not defined in this Agreement has the meaning assigned to
        it in
        the Employment Agreement.

       

      2.  Term.  The
        term of this Agreement begins at the Effective Time of the Mergers and continues
        through the earlier of (i) December 31, 2008 or (ii) the date of termination
        of
        the Executive’s employment with the Bank (A) by the Bank Without Cause or (B) by
        the Executive for Good Reason.

       

      3.  Confidentiality.  Executive
        acknowledges that in the course of his relationship with First Community
        Bank he
        has in the past received, and may in the future receive in the course of
        his
        relationship with the Bank, certain trade secrets, programs, lists of customers
        and other confidential or proprietary information and knowledge concerning
        the
        business of the Bank and its parent, First Guaranty Bancshares, Inc.
        (“Confidential Information”) which the Bank desires to
        protect.  Executive understands that the information is confidential,
        and he agrees not to reveal the Confidential Information to anyone outside
        the
        Bank, other than such disclosure as authorized by the Bank or is made to
        a
        person transacting business with the Bank who has reasonable need for such
        Confidential Information.  Executive further agrees that he will at no
        time use the Confidential Information for or on behalf of any person other
        than
        the Bank for any purpose.

       

      4.  Return
        of Bank Property.  The Executive acknowledges that all
        memoranda, notes, records, reports, manuals, books, papers, letters, client
        and
        customer lists, contracts, software programs, information and records, drafts
        of
        instructions, guides and manuals, and other documentation (whether in draft
        or
        final form), and other sales or financial information and aids relating to
        the
        Bank’s business, and any and all other documents containing Confidential
        Information furnished to the Executive by any representative of the Bank
        or
        otherwise acquired or developed by the Executive in connection with his
        association with the Bank (collectively, “Recipient Materials”) shall at
        all times be the property of the Bank (as applicable).  Within
        twenty-four (24) hours of the termination of his employment with the Bank,
        the
        Executive shall return to the Bank any Recipient Materials which are in his
        possession, custody or control.

      


      5.  Unfair
        Competition Restrictions; Non-Solicitation of
        Customers; Non-Solicitation of
        Employees.  Throughout the term of this Agreement, the
        Executive agrees not to do any of the following, directly or indirectly,
        for
        himself or for others, anywhere in the Louisiana Parishes of Tangipahoa,
        Livingston, Vermillion, Jefferson Davis, Claiborne, Caddo, Lincoln, Bossier,
        and
        St. Tammany (the “Restricted Area”) unless expressly authorized by the
        Bank's board of directors:

       

      (a)           engage
        in, or assist any person, entity, or business engaged in, the selling or
        providing of products or services that would displace the products or services
        that (i) the Bank is currently in the business of providing and was in the
        business of providing at the time of the execution of this Agreement, or
        (ii)
        that Executive had involvement in, access to, or received Confidential
        Information about in the course of employment.  The foregoing is
        expressly understood to include, without limitation, the business of the
        manufacturing, selling and/or providing products or services of the same
        type
        offered and/or sold by the Bank.

       

      (b)           call
        on, service, or solicit competing business from customers of the Bank, in
        the
        Restricted Area, whom he, within the previous 12 months, (i) had or made
        contact
        with, or (ii) had access to information and files about; or, induce or encourage
        any such customer or other source of ongoing business to stop doing business
        with the Bank.  This provision does not prohibit Executive from
        managing or providing other services or products that are not a product or
        services currently offered by the Bank.

       

      (c)           call
        on, solicit, encourage, or induce any other employee or officer of the Bank,
        whom he had contact with, knowledge of, or association within the course
        of
        employment with the Bank to discontinue his or her employment, and will not
        assist any other person or entity in such a solicitation.

       

      6.  Non-Disparagement.  Executive
        covenants and agrees he will not engage in any pattern of conduct that involves
        the making or publishing of written or oral statements or remarks (including,
        without limitation, the repetition or distribution of derogatory rumors,
        allegations, negative reports or comments) which are disparaging, deleterious
        or
        damaging to the integrity, reputation or good will of the Bank or its respective
        management or products and services.

       

      7.  Separability
        of Covenants.  The covenants contained in Section 5
        constitute a series of separate but ancillary covenants, one for each applicable
        parish in the State of Louisiana that is within the Restricted
        Area.  If in any judicial proceeding, a court shall hold that any of
        the covenants set forth in Section 5 exceed the time, geographic, or
        occupational limitations permitted by applicable law, Executive and the Bank
        agree that such provisions shall and are hereby reformed to the maximum time,
        geographic, or occupational limitations permitted by such
        laws.   Further, in the event a court shall hold unenforceable
        any of the separate covenants deemed included herein, then such unenforceable
        covenant or covenants shall be deemed eliminated from the provisions of this
        Agreement for the purpose of such proceeding to the extent necessary to permit
        the remaining separate covenants to be enforced in such
        proceeding.  Executive and the Bank further agree that the covenants
        in Section 5 shall each be construed as a separate agreement independent
        of any
        other provisions of this Agreement, and the existence of any claim or cause
        of
        action by Executive against the Bank, whether predicated on this Agreement, his
        Employment Agreement or otherwise, shall not constitute a defense to the
        enforcement by the Bank of any of the covenants of Section 5.

       

      8.  Consideration.  Executive
        acknowledges and agrees that no other consideration for Executive's covenants
        in
        this Agreement, other than that specifically referred to in the Employment
        Agreement, has or will be paid or furnished to him by the Bank.

       

      9.  Meaning
        of Certain Terms.  All non-capitalized terms in Sections 3, 4
        and 5 are intended to and shall have the same meanings that those terms (to
        the
        extent they appear therein) have in
        La.  R.  S.  23:921.C.  Subject to and
        only to the extent not consistent with the foregoing sentence, the parties
        understand the following phrases to have the following meanings:

       

      (a)           The
        phrase “carrying on or engaging in a business similar to the business of the
        Bank” includes engaging, as principal, officer, employee, agent, trustee,
        advisor, consultant or through the agency of any bank, corporation, partnership,
        association or agent or agency, in any business which conducts business in
        competition with the Bank or being the owner of more than one percent of
        the
        outstanding capital stock of any corporation, or an officer, director, or
        employee of any corporation or other entity, (other than the Bank or a
        corporation or other entity, affiliated with the Bank) or a member or employee
        or any partnership, or an owner or employee of any other business, which
        conducts a business or provides a service in the Restricted Area in competition
        with the Bank or any affiliated corporation or other
        entity.  Moreover, the term also includes (i) directly or indirectly
        inducing any current customers of the Bank, or any affiliated corporation
        or
        other entity, to patronize any product or service business in competition
        with
        the Bank or any affiliated corporation or other entity, (ii) canvassing,
        soliciting, or accepting any product or service business of the type conducted
        by the Bank or any affiliated corporation or other entity (iii) directly
        or
        indirectly requesting or advising any current customers of the Bank or any
        affiliated corporation or other entity, to withdraw, curtail or cancel such
        customer’s business with the Bank or any affiliated corporation or other entity;
        or (iv) directly or indirectly disclosing to any other person, firm, corporation
        or entity, the names or addresses of any of the current customers of the
        Bank or
        any affiliated corporation or other entity or the rates or other terms on
        which
        the Bank provides services to its customers.  In addition, the term
        includes directly or indirectly, through any person, firm, association,
        corporation or other entity with which Executive is now or may hereafter
        become
        associated, causing or inducing any present employee of the Bank or any
        affiliated corporation or other entity to leave the employ of the Bank or
        any
        affiliated corporation or other entity to accept employment with Executive
        or
        with such person, firm, association, corporation, or other entity.

      


      (b)           The
        phrase “a business similar to the business of the Bank”
means the taking of deposits and other receipt
        of funds from customers, the
        making of loans and other extensions of credit, maintaining checking accounts
        for customers, providing investment vehicles such as certificates of deposit
        to
        customers and providing trust services.

      


      (c)           The
        phrase “carries on a like business” includes, without limitation, actions
        taken by or through a holding company, wholly-owned subsidiary or other
        affiliated corporation or entity.

      


      10.  Reasonable
        Restrictions.  Executive represents to the Bank that the
        enforcement of the restrictions contained in this Agreement would not be
        unduly
        burdensome to Executive and acknowledges that Executive is willing and able,
        subject to the Restricted Area as defined herein, to compete in other
        geographical areas not prohibited by this Agreement.  The parties to
        this Agreement hereby agree that the covenants contained in this Agreement
        are
        reasonable.

       

      11.  Entire
        Agreement.  Except with respect to the Employment Agreement
        executed concurrently herewith, this Agreement constitutes the entire agreement
        between the parties hereto with respect to the subject matter of this Agreement
        and supersedes and is in full substitution for any and all prior agreements
        and
        understandings whether written or oral between said parties relating to the
        subject matter of this Agreement.  This Agreement shall not supersede
        or substitute for, nor be superseded or substituted by, the Employment
        Agreement, but shall have full force and effect concurrently
        therewith.

       

      12.  Amendment.  This
        Agreement may not be amended or modified in any respect except by an agreement
        in writing executed by the parties in the same manner as this Agreement except
        as provided in Section 13 of this Agreement.

       

      13.  Unenforceable
        Provisions.  If, and to the extent that, any section,
        paragraph, part, term and/or provision of this Agreement would otherwise
        be
        found null, void, or unenforceable under applicable law by any court of
        competent jurisdiction, that section, paragraph, part, term and/or provision
        shall automatically not constitute part of this Agreement.  Each
        section, paragraph, part, term and/or provision of this Agreement is intended
        to
        be and is severable from the remainder of this Agreement.  If, for any
        reason, any section, paragraph, part, term and/or provision herein is determined
        not to constitute part of this Agreement or to be null, void, or unenforceable
        under applicable law by any court of competent jurisdiction, the operation
        of
        the other sections, paragraphs, parts, terms and/or provisions of this Agreement
        as may remain otherwise intelligible shall not be impaired or otherwise affected
        and shall continue to have full force and effect and bind the parties
        hereto.

       

      14.  Remedies.

       

      (a)           Executive
        agrees that a breach or violation of Section 3, 4 or 5 of this Agreement
        by
        Executive shall entitle the Bank as a matter of right, to an injunction,
        without
        necessity of posting bond, issued by any court of competent jurisdiction,
        restraining any further or continued breach or violation of such
        provisions.  Such right to an injunction shall be cumulative and in
        addition, and not in lieu of, any other remedies to which the Bank may show
        themselves justly entitled, including, but not limited to, specific performance
        and damages.  The parties specifically agree that the remedy of
        damages alone is inadequate.

      


      (b)           In
        the event that Executive knowingly and intentionally fails in any material
        respect to perform any of his material obligations under this Agreement,
        the
        Bank may elect (i) to cease all payments under the Employment Agreement and
        recover all payments previously made to Executive under the Employment
        Agreement, (ii) obtain an injunction and/or (iii) exercise any and all other
        remedies available by law.

      


      (c)           Notwithstanding
        the foregoing subsection (b), Executive  will have no liability or
        responsibility for: (i) inadvertent disclosure or use of the Confidential
        Information if (x) he uses the same degree of care in safeguarding the
        Confidential Information that the Bank uses to safeguard information of like
        importance and (y) upon discovery of such inadvertent disclosure or use of
        such
        material, Executive immediately uses his best efforts, including the
        commencement of litigation, if necessary, to prevent any use thereof by the
        person or persons to whom it has been disclosed and to prevent any further
        incidental disclosure thereof; and, (ii) disclosure of any Confidential
        Information (x) that is required by law, (y) that is made pursuant to a proper
        subpoena from a court or administrative agency of competent jurisdiction
        from a
        court or administrative agency of competent jurisdiction or (z) that is made
        upon written demand of an official involved in regulating the Executive if
        before disclosure is made, Executive immediately notifies the Bank of the
        requested disclosure by the most immediate means of communication available
        and
        confirms in writing such notification within one business day
        thereafter.

      


      15.  Notice.  All
        notices, consents, requests, approvals or other communications in connection
        with this Agreement and all legal process in regard hereto shall be in writing
        and shall be deemed validly delivered, if delivered personally or sent by
        certified mail, postage prepaid.  Unless changed by written notice
        pursuant hereto, the address of each party for the purposes hereof is as
        follows:

       

      If
        to
        Executive:                                                                           If
        to the Bank:

      
 

      Cordell
        White                                                                              
First Guaranty Bank

      41464
        Rue
        Maison                                                                      
400  East Thomas Street

      Ponchatoula,
        LA
        70454                                                               Hammond,
        LA.  70401

                             
        Attention:  Michael R. Sharp, President

      


      Notice
        given by mail as set out above shall be deemed delivered only when actually
        received.

      


      16.  Descriptive
        Headings.  The descriptive headings of the several sections
        of this Agreement are inserted for convenience only and shall not control
        or
        affect the meaning or construction of any of the provisions hereof.

       

      17.  Governing
        Law.  This Agreement shall be governed by and construed and
        enforced in accordance with the laws of the State of Louisiana without regard
        to
        conflicts of law principles.

       

      


      


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

      


      Executive:                                                                                     First
        Guaranty Bank

       

       

      ________________________                    By:________________________

      Cordell
        White                                                                                             Michael
        R. Sharp, President