Exhibit 14.3




FIRST
GUARANTY BANCSHARES, INC. AND SUBSIDIARY
 CODE
OF CONDUCT AND ETHICS
 FOR
 EMPLOYEES,
OFFICERS AND DIRECTORS
 
 
 Adherence
to the Highest Ethical Standards
  First
Guaranty Bancshares, Inc. and its consolidated subsidiary (the “Company”) are
committed to the highest ethical standards in the conduct of our
business.  Honesty, integrity, and trust are essential to our
reputation with our customers, employees, and the communities we
serve.  They are also essential to our ability to attract and retain
customers and grow our business.  Users of our services must be able
to do so with complete confidence in the integrity of those with whom they
deal.
  Although
this Code of Conduct and Ethics (the “Code”) does not cover every ethical issue
that may arise, it sets out basic principles to guide our employees, officers
and directors.
  Each of
our employees, officers, and directors must read, understand and adhere to this
Code, and conduct themselves accordingly, avoiding even the appearance of any
impropriety.
  In the
event an applicable law, regulation, or regulatory rule conflicts with this
Code, such law, regulation, or regulatory rule shall take
precedence.  However, if a local custom or policy conflicts with this
Code, this Code takes precedence.  We will have more detailed policies
covering certain topics in this Code, as deemed necessary.  You are
expected to comply both with this Code and any other policies, operating rules
and procedures set forth in the applicable policies or department or branch
manuals.  If you have any questions about compliance with policy, or
possible conflicts between policies, you should seek guidance from your manager
or Human Resources.  Violations of the standards set forth in this
Code will be subject to disciplinary action.  If
you are in a situation which you believe may lead to a violation of this Code,
please follow the guidelines described in the section entitled “Prompt
Confidential Reporting of Code Violations.”
  Our
Basic Ethical Principles
  Honesty.  Our
business is based on mutual trust and absolute honesty in all our dealings
whether internally or externally.  We must adhere to and demonstrate
this principle at all times in both our personal and corporate
behavior.
  Integrity.  Our
business creates opportunities that can be realized only if we demonstrate the
integrity of the Company, as well as the integrity of our
personnel.  We therefore use corporate assets, including our name,
with the care befitting a valuable resource.
  Respect.  We treat
one another with respect and dignity, and we respect the diversity of our
workforce, our customers, and our communities.
  Responsibility.  We
are accountable for our actions and we ask for clarification when necessary, and
are responsible for reporting concerns or observed violations of the
Code.
  Good
Citizenship.  We comply with both the intent and spirit of laws
that govern our business and the community, thereby contributing to the strength
and well being of our constituent customers and communities we
serve.
  Compliance
with Laws, Rules, and Regulations
  Employees
should become familiar with all laws and regulations applicable to the Company,
as such laws and regulations relate to daily work requirements and professional
responsibilities.  Each of these and other laws and regulations are
addressed in our various policies and procedures which are available to
employees.  Therefore, all of our employees, officers, and directors
are required to carry out their responsibilities in accordance with applicable
laws, regulations, and policy, including all applicable federal and state
criminal laws governing fraud, bribery, embezzlement, conversion, and conflicts
of interest.  They also must conduct their business affairs consistent
with applicable safety and soundness standards and Code
requirements.  Everyone is expected to have sufficient knowledge of
applicable laws and regulations that relate to their duties, and should know
when to seek guidance from higher authority.  It is imperative to
follow operating rules and procedures covered in applicable department or branch
manuals, and to use the proper Company or First Guaranty Bank forms, which have
been prepared with legal requirements in mind.
  Accurate Record Keeping and
Accounting.  We require honest and accurate recording and
reporting of financial and other information both to make responsible business
decisions, and to provide accurate reporting of our performance to regulators,
depositors, and employees.  We require full, fair, accurate, timely,
and understandable disclosure in all reports and documents we file with, or
submit to the regulators, and in other material public
communications.  It is a violation of law and our policy for any
employee to attempt to improperly influence or mislead the financial reporting
process or our accountants who audit our financial statements.  Our
financial and other reporting must fairly present the financial condition,
results of operations and cash flow of the Company, and it must comply in all
material respects with applicable law, governmental rules and regulations,
including generally accepted accounting principles and applicable rules of
banking regulators.
  We have
implemented disclosure controls and procedures to ensure that our public
disclosures are timely, comply with laws and regulations, and are otherwise
fair, accurate, and understandable.  Employees responsible for the
preparation of our public disclosures, or who provide information as part of
that process, have a responsibility to ensure that such disclosures and
information are complete, accurate and comply with our Company’s disclosure
controls and procedures.
  Document Retention and
Destruction.  Employees and directors must fully comply with
our document retention and destruction policy.  In addition, once a
legal proceeding has begun (or when one is threatened or reasonably likely),
federal and state obstruction-of-justice statutes require us to preserve
documents relevant to the issues in that proceeding even before specific
documents are requested.  Any employee, officer, or director, who
fails to comply with this policy, as well as industry regulations and state and
federal laws, is subject to termination or removal and may also face criminal or
civil prosecution, with possible fines and prison terms.
  Confidentiality of
Information.  Employees, officers and directors who have access
to confidential information are not permitted to use or share that information
for any purpose except the conduct of our business.  Non-public
information regarding the Company, or our customers, is confidential and should
be safeguarded appropriately.  Any use of non-public information for
personal financial benefit or to “tip” others who might make an investment
choice based on this information is both unethical and
illegal.  Please consult the Company’s Compliance Department for
further details on this topic.
  Regulatory
Agencies, Auditors, and Counsel
  Honesty,
candor, and cooperation are required in dealing with our independent and
internal auditors, and attorneys.  Any request by regulatory or
governmental agencies for information, which is not incidental to periodic bank
and holding company examinations and required reports, should be referred to the
Compliance Department.
  Competition
and Fair Dealing
  Competition
requires fair dealing with customers, competitors, suppliers, and fellow
employees.We
compete based on achieving advantage in the marketplace through superior
service, competitive interest rates, and ethical business
practices.  Accordingly, it is against our policy to attempt to win or
keep business relationships based on unethical or illegal
activities.
  Employees
must not attempt to obtain unfair advantage over competitors, customers,
suppliers, or fellow employees through manipulation, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice.
  Anti-Competitive
Activities.  Federal and state law prohibits any combination,
conspiracy, or agreement among competitors to restrict or prevent
competition.  Violations can occur through both formal and informal
agreements between the Company and a competitor to fix prices, allocate markets
or customers, or refuse to deal with particular suppliers or
customers.
  All
employees should be especially careful at social or professional meetings to
avoid discussions or exchanges of information relating to competitive matters
(i.e., cost, pricing, or strategy).
  Employees
with questions concerning any such antitrust issues should be directed to the
Compliance Officer.
  Vendors.  Employees
who select or work with vendors for the Company are required to be objective and
fair and employ professional business practices when selecting sources, in
negotiations, in awarding business, and in the administration of purchasing
activities.  Although we expect employees to strive for good
relationships with suppliers, it is wrong to create even the impression that a
supplier has a “friend” at the Company and can therefore exert special
influence.
  Safeguarding
and Proper Use of Our Assets
  Our
employees, officers and directors are bound by this Code to protect our assets,
ensuring they are used only for legitimate business purposes.  Such
assets include, but are not limited to, capital, facilities, equipment,
proprietary information, technology, business plans, ideas for new products and
services, trade secrets, inventions, copyrightable materials and customer
lists.
  Corporate
Funds.  Employees entrusted with the Company’s funds are
personally responsible for the handling of those funds.
  Physical
Assets.  Employees entrusted with use of our physical assets
(such as computer equipment, corporate charge cards, telephones and office
supplies) must protect them from loss, damage, misuse or theft.  These
assets should be used only to conduct our business and for purposes authorized
by management.
  Information
Technology.  Our information systems, such as Internet access,
e-mail and software programs are vital to conducting our business and,
accordingly, are to be used only for business purposes.  Using the
Internet for non-business purposes is inappropriate.  Visiting sites
with sexual or hate content as well as gambling-related sites is strictly
prohibited.
  All data
stored in the computer system, such as data files or word processing documents,
must be treated as proprietary information.  Our technology policy
sets the standards relating to the use and protection of computer and
information assets, and employees must adhere to this policy.
  Conflicts
of Interest
  Employees,
officers and directors are expected to make business decisions on behalf of the
Company free from conflicting outside interests.  It is a violation of
this Code and of our policies to foster personal or business interests (or those
of others with whom such persons have a personal or business relationship) at
the expense of the Company.
  Although
it is impossible to cover every potential conflict of interest situation, a
potential conflict exists whenever an employee, officer, or director of the
Company has an outside interest, direct or indirect, which conflicts with their
duty to the Company or adversely affects their judgment in the discharge of
their responsibilities to the Company.
  Examples
of conflicts of interest include receiving money or other benefits from a third
party in return for the Company granting a loan to or purchasing property or
services from such third party, and advocating a transaction between the Company
and another entity in which such person owns stock or otherwise stands to
benefit from the transaction at the expense of the Company.
  The
appearance of a conflict of interest may be just as damaging to our reputation
as a real conflict of interest and may be difficult to discern.  Our
employees, officers and directors are expected to objectively assess their
actions periodically to determine whether a reasonable, disinterested observer,
a customer, a supplier, a shareholder, an acquaintance, or a government official
would have grounds to believe a conflict of interest exists.
  Giving and Receiving
Gifts.  Employees, officers and directors or their close family
members should not accept any gift, regardless of its value, that might appear
to compromise independent business judgment.  Neither should
employees, officers or directors give a gift to a customer, vendor, or prospect
that might appear to be an attempt to influence them.  Gifts include
cash, material goods, services, promotional premiums, knowingly accepting a
discount, and receipt of a loan.
  When the
value of the gift is appropriate to an occasion (e.g., holidays), and permitted
by law, non-cash gifts may be accepted from, or provided to, customers or
suppliers, provided they are valued at $100 or less.  Any gift
received over such amount should be politely returned or approval from the Chief
Executive Officer obtained prior to acceptance.  Gifts are permitted
under this policy in the following circumstances:
  §
              Gifts
      of reasonable value based on a family or personal relationship where that
      relationship is the obvious motivating factor for the
  gift;
  §
              Discounts
      or rebates on merchandise or services that do not exceed those available
      to other customers of the merchant;
  §
              Awards
      for recognition of service or accomplishments from civic, charitable,
      educational, or religious
organizations.
  GIFTS
OR GRATUITIES TO GOVERNMENT OFFICIALS ARE INAPPROPRIATE, POSSIBLY ILLEGAL AND
ARE STRICTLY PROHIBITED.
  Business Functions and
Entertaining.  Meals, refreshments, entertainment,
accommodation, or travel arrangements of a reasonable value may be accepted if
they are provided in the course of a meeting or occasion, the purpose of which
is to hold bona fide business discussions or to foster better relations, and
provided that the expense would be paid for by the Company if not paid for by
another party.
  Customary
and reasonable business and related development practices, consisting of
appropriate entertainment events, including meals, are not prohibited by this
Code.  Such activities are prohibited if they are or may appear to be
lavish.  Frequent entertaining could appear to influence the judgment
of the person being entertained.  The purchase of tickets to
fundraising events sponsored by non-profit organizations is considered a “normal
business practice.”
  Invitations
received by employees and officers that may seem inappropriate should be
discussed with the Executive Vice President responsible for your functional area
prior to acceptance.  In matters involving Executive Vice Presidents
or above, such invitations should be discussed with the Chief Executive Officer
prior to acceptance.  Invitations involving the Chief Executive
Officer or a director should be discussed with the Chair of the Nominating and
Corporate Governance Committee.
  Relationships
with Outside Interests.  Employees, officers and
directors must avoid conflicts and the appearance of conflicts between personal
interests and the interests of the Company.Employees, officers,
and directors may own securities (e.g., debt or stock) in entities who are
competitors or customers, without providing immediate notification to the
Company.  Employees, officers and
directors must not act on behalf of the Company in any transaction involving
persons or organizations with which you, or a family member, have any personal,
financial, or residual interest without first providing written disclosure of
such interest to the CEO, or the Board, as applicable.  A family
member includes a person’s spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, and brothers and
sisters-in-law.  The CEO or Board, as applicable, will review any personal
disclosures and make a recusal determination promptly and will advise you if
additional actions must be taken.  Additionally, you must recuse
yourself from any decision making process when you believe you or your family’s
personal, financial, or residual interest presents a conflict or is sufficient
that a conflict could be perceived.  Such recusal shall be clearly
documented in the minutes of any meeting at which the conflict or appearance of
conflict is discussed.
 
 Relationships,
other than normal and customary relationships at prevailing terms that an
employee, officer or director may have with Company suppliers (for example, home
improvement services, security firms, attorneys, lawn services, or automobile
repair shops)  should always be disclosed in writing to Human Resources
prior to its commencement, and must be approved in writing in
advance.
 
 Employees
and officers who serve in a “financial oversight role” are not permitted to
receive any tax services from the Company’s independent auditors.  The
prohibition extends to the employee or officer’s Immediate Family
Members.  Immediate
Family Member is defined as “spouse, spousal equivalent, or
dependents.”The characteristic that identifies a “financial
reporting role” is the ability to exercise influence over the contents of the
financial statements of the Company or anyone who prepares them.  The
following roles are among those that meet the criterion: chief executive
officer; president; chief financial officer; chief operating officer; general
counsel, chief accounting officer; controller; director of internal audit;
director of financial reporting, treasurer, and director of internal controls
compliance.
  Tax
services to a board member are permitted provided the Board member does not also
function in any of the other financial reporting oversight roles noted
immediately above.
  Secondary
Employment.  We do not prohibit other employment; however, full
time employees are expected to devote their complete attention and energy to
their duties.  Employees must notify their immediate supervisor and
the Human Resource Officer prior to accepting any outside
employment.  Officers holding the title of Senior Vice President or
higher (“Executive Officer”) must notify the Chief Executive
Officer.  Outside employment will not be approved which might subject
the Company to criticism or which would encroach on working time, interfere with
regular duties, or otherwise affect an individual's effectiveness.
  Employees
are prohibited from outside employment that may appear to create a conflict of
interest.  This section should not be construed as prohibiting or
discouraging an employee from serving as a volunteer at a non-profit
organization.
  Examples
include:
  ·
              Engaging
      in any activity that competes with the
Company.
  ·
              Employment
      which involves the use of our equipment, supplies, or
      facilities.
  ·
              Employment
      which involves the preparation, audit or certification of financial
      statements, tax returns, or other documents upon which we may rely for
      lending or other decisions.  Senior Managers and employees who
      prepare income tax returns for individuals or entities other than
      themselves must obtain confirmation that the customer does not intend to
      use the officer's or employee's work product as part of any transaction
      with the Company.
  ·
              Employment
      which involves giving investment, legal or other advice, or exercising
      judgment which is based upon information, reports, or analyses that are
      accessible from the Company.
  ·
              Employment
      which may reflect adversely on the officer, employee, or the
      Company.
  ·
              Employment
      under circumstances which may suggest the sponsorship or support of the
      Company on behalf of the outside employer or an outside
      organization.
  ·
              Employment
      as an insurance or securities broker, agent or
    representative.
  ·
              Employment
      as a real estate salesman, broker, agent, or contractor, (except with the
      prior written approval of Chief Executive
  Officer).
  Confidentiality
and Privacy
  Nonpublic
Information.  Employees are required to maintain the
confidentiality of information entrusted to them by the Company and provided by
our customers and vendors.  Confidential information includes all
non-public information that might be of use to competitors, or harmful to us or
to our customers, if disclosed.  It also includes non-public
information about our financial condition, results of operations, business
operations, and future prospects.  All employees must exercise care
not to misuse nonpublic information obtained during their employment, including
customer lists, information about our personnel and customers, and business
plans and ideas.  The
obligation to preserve confidential information continues even after employment
ends.
  The
obligation to maintain the confidentiality of information may be subject to
legal or regulatory requirements to disclose that
information.  Discuss your concerns with your manager or Human
Resource Officer if you have any questions regarding what constitutes
confidential information or when such information must be
disclosed.
  Customer Information
Privacy.  We protect the confidentiality and security of
customer information.  The Company has a policy governing Customer
Information Privacy and such policy should be referenced for more detailed
information.  Our Privacy Policy for customer information provides,
among other things, that:
  ·
              We
      do not sell or rent customers’ personal
  information.
  ·
              We
      do not release customer information to third parties, except upon a
      customer’s authorization or when required by law.  Employees may
      not discuss the business affairs of any customer with any other person,
      except on a strict need-to-know
basis
  ·
              Third-Party
      service providers and vendors with access to customer information are
      required to keep customer information confidential and use it only to
      provide services to or for the
Company.
  Our
People
  We are
committed to treating everyone with respect and dignity.  Hostility,
harassment, or unwelcome sexual advances are offensive and are not
tolerated.  We will strive to provide a safe and secure work
environment, and to respect and protect the personal information of our
employees, officers and directors.
  Equal
Opportunity.  We are an equal opportunity employer, committed
to ensuring that our workplace is free from discrimination.  As such,
we will recruit, hire, train, and promote individuals in accordance with all
applicable laws and regulations, without regard to a person’s race, color,
creed, religion, age, gender, national origin, citizenship status, marital
status, sexual orientation, disability, veteran status, or other category
protected by federal, state, or local law.
  Harassment-Free Work
Environment.  One objective of this Code is to discourage
unprofessional behavior that compromises trust, the quality of the work
environment, or the integrity of decision-making.  We prohibit
behavior that harasses an employee, officer or director, or customer on the
basis of race, color, creed, religion, age, gender, national origin, citizenship
status, marital status, sexual orientation, disability, veteran status, or other
category protected by federal, state, or local law.  Forms of such
harassment can include physical, verbal, and nonverbal behavior that harasses,
disrupts, or interferes with work performance or in any way creates or
contributes to an intimidating, hostile, or offensive work
environment.  This behavior includes, by way of example only,
off-color jokes, threats, and derogatory e-mails or drawings.
  Similarly,
favoritism, belittling others, and verbal outrages undermine the dignity and
respect due to all employees, officers and directors.
  Sexual
harassment is one form of conduct that undermines the integrity of the
employment relationship.  For purposes of this policy, sexual
harassment is defined as sexual behavior that is unwelcome, is personally
offensive, or creates a hostile, intimidating, or offensive work
environment.  We will not tolerate sexual harassment of applicants for
employment, employees, officers or directors by anyone-employees, officers,
directors, vendors, or customers.  For additional information, contact
your Human Resource Officer.
  Health and
Safety.  Providing a safe and secure work environment is
fundamental.  Employees, officers and directors are responsible for
complying with applicable health and safety rules.  Accordingly, each
person should take appropriate measures to protect his or her physical security
and observe safe and responsible work practices, such as adhering to local
building access security procedures, promptly reporting to management any
job-related injury or illness, and following security
guidelines.  Moreover, violence or threats of violence by any employee
against any other employee will not be tolerated.  Likewise, weapons
of any kind must never be brought to our offices or customer
locations.
  Substance
Abuse.  Being under the influence of alcohol or illegal drugs
or improperly using medicines can diminish one’s ability to do his or her job,
and can compromise the safety of others.  You should not work in an
impaired state or allow substances to interfere with the safety or productivity
of those around you.  This policy also prohibits the unlawful
manufacture, distribution, dispensing, possession, or use of a controlled
substance on the Company’s premises, in our vehicles, or while conducting
Company business.
  Code
of Conduct and Ethics Administration
  (Procedures
for receipt, retention, and treatment of complaints received.)
  Administration
Responsibility.  The Human Resource Director is responsible for
administering this Code and enforcing the Code for employees and
officers.  The Audit Committee is responsible for enforcing the Code
for senior officers and directors.  The Human Resource Director is
responsible for conducting Code-related training, maintaining all Code-related
records and investigating and resolving all Code-related matters.
  Responsibility to Report Code-Related
Matters.  All persons subject to the Code must report
Code-related matters in accordance with the following procedures: Officers and
employees must promptly make reports of any Code-related matters to their
immediate supervisor and simultaneously to the Human Resource
Officer.  Supervisors receiving such reports must promptly advise the
Human Resource Officer, even when the Human Resource Officer has already been
advised.  Directors shall promptly make reports of any Code-related
matters to the Chief Executive Officer, the Corporate Secretary, or the Chair of
the Audit Committee.
  Permissible Transactions with the
Company and Other Matters Not Involving a Code Violation.  The
Human Resource Officer shall promptly review all reports of Code-related
matters.  The Human Resource Officer shall confer with the appropriate
officers to determine if the requested transaction or other matter complies with
all applicable laws, regulations, and policies.  If deemed necessary
by the Human Resource Officer, the Human Resource Officer shall seek the advice
of our legal counsel.  The Human Resource Officer or his or her
designee shall promptly advise the filer of the request as to our
determination.
  Investigation and Resolution of All
Code Violations.  The Human Resource Officer (or designee
approved by the Board of Directors) shall promptly investigate all violations or
alleged violations of any provision of the Code.  Concerns regarding
internal accounting controls, questionable accounting or auditing matters that
have been reported to the Human Resource Officer should be forwarded by the
Human Resource Officer to the Chair of the Auditing Committee.  Any
violation or alleged violation of the Code is referred to as a “Code
Violation.”
  When
appropriate, the Human Resource Officer shall promptly report any Code Violation
to the Chief Executive Officer with recommendations for resolution, in
accordance with the investigation and referral procedures described
herein.  The Chair of the Audit Committee should be informed of the
violation and the response planned or executed.
  We will
take appropriate action to resolve Code violations.  Such resolutions
may involve disciplinary actions or other sanctions including termination of
employment or dismissal.  We will take all reasonable steps to respond
to any offense and prevent its recurrence.
  The
procedure for making such a report is as follows:
  Prompt Confidential Reporting of Code
Violations.Any employee, officer or director who becomes
aware of a violation or alleged violation of any provision of this Code,
including concerns regarding internal accounting controls, questionable
accounting or auditing matters (any such violation or alleged violation of the
Code is referred to as “Code Violation”), shall promptly report such
violation.  To encourage employees to fulfill their obligations under
this Code, established procedures under which any employee, officer, or director
suspecting that a Code Violation has been or is being committed, may report the
facts in a manner that will safeguard the person’s identity to the fullest
extent practicable and protect the reporting person against
retribution.  The procedure for making such a report is as
follows:
  1.
              Any
      employee or officer  who becomes aware of a past or present Code
      Violation is required to promptly report the facts and circumstances to
      his or her immediate supervisor, and simultaneously to the Human Resource
      Officer.  Once the supervisor has been advised of a Code
      Violation, the supervisor is required to promptly confirm the matter with
      the Human Resource Officer.  Directors should contact the Chief
      Executive Officer, the Corporate Secretary, or the Chair of the Audit
      Committee.  The Audit Committee of the Board of Directors in
      particular will be notified promptly about any Code Violation regarding
      accounting or auditing matters as well as the full board at its next
      regular meeting unless, in the judgment of the CEO, the matter needs to be
      addressed sooner.
  2.
              An
      investigation into the reported Code Violation will be conducted promptly
      by the Human Resource Officer in consultation with the Chief Executive
      Officer or Audit Committee, as appropriate.  Facts and
      circumstances in the report will be reported so as to protect, to the
      greatest extent possible, the anonymity of the reporting
      person.
  3.
              If
      the Human Resource Officer and the Chief Executive Officer are not able to
      promptly resolve the Code Violation to their mutual satisfaction, the
      Human Resource Officer and the Chief Executive Officer shall promptly
      confer with the Audit Committee of the Board of Directors to resolve the
      Code Violation consistent with this Code and applicable laws and
      regulations.
  4.
              Illegal
      or criminal conduct will also be reported to our primary regulators and
      any law enforcement agencies with jurisdiction consistent with
      confidentiality and the protection of applicable privacy
      privileges.  We will cooperate fully with such authorities in
      their prosecution of parties responsible for impermissible, illegal, or
      criminal conduct.
  5.
              In
      the event of legal proceedings, the reporting person(s) may be deposed,
      interviewed, and asked to testify, just as any other person having
      knowledge of the relevant facts and circumstances would be.  We
      will seek to protect the identity of the reporting person to the greatest
      extent practicable.
  Employees,
officers and directors may also make reference to the Company’s Policy for
Whistleblowing Procedures for further guidance regarding confidential reporting
procedures.
  Employees,
officers or directors who willfully fail to report a Code Violation or who fail
to cooperate in an investigation of a Code Violation will be subject to
disciplinary action, possibly including termination of employment, or in the
case of a director, dismissal from the Board.
  Request for
Waivers.  A waiver of a provision of the Code shall be
requested whenever there is a question whether any contemplated action will
violate the Code.  It is anticipated that waivers will be granted only
under exceptional or limited circumstances.
  The
procedure for requesting a waiver is to seek approval from:
  1.
              The
      Audit Committee of the Board - if the waiver sought relates to any
      executive officer (title of Senior Vice President or higher), and any
      Senior Financial Officer (CEO, CFO and all Accounting, Audit and/or
      Compliance officers, with the title of Vice President or
      higher).
  2.
              The
      Human Resource Officer - if the waiver sought relates to any other
      employee.  The determination shall be made by the employee’s
      immediate supervisor, in consultation with the Human Resource Officer
      unless such request is quantitatively or qualitatively material or outside
      the ordinary course of business, in which case such determination shall be
      made by the Audit Committee.
  3.
              The
      decision with respect to the waiver request shall be documented and
      forwarded to the Human Resource Officer for filing and retention, with a
      copy to the Audit Committee of the Board of
  Directors.
  4.
              All
      waivers of the Code shall be reported promptly by the Audit Committee or
      Human Resource Officer, as applicable, to the Board of
      Directors.
  5.
              Waivers
      shall be publicly disclosed on a timely basis as determined by the Board
      of Directors in consultation with the Compliance Officer and/or legal
      counsel.
  Sanctions for Code
Violations.  Failure to comply with the policies in this Code
will result in disciplinary action, ranging from a reprimand to dismissal or
removal and possible civil and criminal prosecution.  Disciplinary
actions will be pursued against all of the following: (a) any director, officer
or employee violating this Code; (b) any director, officer or employee
deliberately withholding information regarding a Code Violation; (c) the manager
or supervisor of a person who has committed an act under (a) or (b), in
circumstances where such violation reflected poor supervision or lack of
diligence; and (d) any director, officer or employee who retaliates, directly or
indirectly, against any employee who reports a suspected Code Violation. In
addition, Code Violations may expose the offending employee, officer, or
director and the Company to monetary damages, regulatory penalties, and criminal
sanctions.  We will ensure that all disciplinary actions taken to
enforce this Code are applied consistently and in accordance with all applicable
laws and regulations.
  Retention.  Reports
documenting completed investigations will be confidentially maintained for no
less than one year.
  The Code
of Conduct and Ethics for Employees, Officers, and Directors was approved by the
Nominating and Corporate Governance Committee and adopted by the Board of
Directors on March 19, 2009.
   
  Your Personal Commitment to
Our Code of Conduct and Ethics
  All
employees, officers and directors of the Company or First Guaranty Bank, are
responsible for reading, understanding, and complying with the standards
outlined in this Code.
  Employees,
officer, and directors are required to affirmatively acknowledge receipt,
understanding, and compliance with this Code.
  I
acknowledge that I have received and will comply with the Code of Conduct and
Ethics for Employees, Officer, and Directors.  I understand and agree
that the Code of Conduct and Ethics is not an employment contract between the
Company or First Guaranty Bank and me.
  I
understand that if I have questions related to the standards of the Code of
Conduct and Ethics, I am to discuss them promptly with my Manager (Branch or
Department), Senior Management, Human Resource Officer, or the Compliance
Officer.
  
  Sign
here:
  
  Print:
 Name                                                               Title                                                  Date
  
  
  
  
  
  
  
  
  Approved: March 19, 2009