FIRST
GUARANTY BANCSHARES, INC.





CODE
OF ETHICS FOR SENIOR FINANCIAL OFFICERS





A.           INTRODUCTION





This
“Code of Ethics for Senior Financial Officers” (“Code”) was approved and adopted
by the Board of Directors of First Guaranty Bancshares, Inc. (the “Company”).
Its purpose is to ensure that the Company’s Senior Financial Officers are
committed to the highest standards of integrity and professionalism when
conducting and reporting the financial affairs of the Company.  This
Code, the text of which is posted on the Company’s Internet Web site at www.fgb.net,
supplements the Company’s corporate-wide Code of Ethics that applies to all
directors, officers and employees of the Company.





For the
purposes of this Code, the term “Senior Financial Officer” includes each of the
following officers of the Company:





•
            Chief
      Executive Officer


•
            Chief
      Financial Officer


•
            All
      Executive Officers





B.           STANDARDS
OF CONDUCT





Each
Senior Financial Officer of the Company shall be bound by the following
standards of integrity and professionalism when conducting and reporting the
Company’s financial affairs:





•           Honest and Ethical
Conduct





Each
Senior Financial Officer shall engage in honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest between his or
her personal and professional relationships.





•           Full Disclosure





Each
Senior Financial Officer shall, to the best of their knowledge and ability,
promote full, fair, accurate, timely and understandable disclosures in reports
and documents that the Company files with or submits to the Securities and
Exchange Commission (“SEC”), to other regulatory agencies, and in other public
communications made by the Company.





•           Compliance with Laws, Rules and
Regulations





Each
Senior Financial Officer shall, to the best of their knowledge and ability,
promote full compliance with applicable governmental laws, rules and
regulations.





•           Reporting of Code
Violations





Each
Senior Financial Officer shall promptly report any known or suspected violation
of this Code to the Company’s Audit Committee of the Board using the
confidential “whistleblower” procedures established by the Bank for reporting
questionable accounting or auditing practices or other significant business
concerns.  Where possible and appropriate, the identity of any person
who reports a known or suspected violation of this Code as provided herein will
be kept anonymous.  The Company prohibits retaliation of any kind
against individuals who make good-faith reports of ethical violations or other
known or suspected illegal conduct.





•           Accountability





Each
Senior Financial Officer shall be held accountable for adherence to this
Code.





C.           AMENDMENTS
TO OR WAIVERS OF THIS CODE





Any
amendment to or waiver of this Code must be approved by the Company’s Board of
Directors.  A “waiver of this Code” is defined as a material departure
from a provision of this Code.  As a general rule, a waiver of this
Code will not be approved unless necessary and warranted.  The Company
will disclose any amendment to or waiver of this Code in the manner required by
then-applicable law, rule or listing standard.























Approved: October 15,
2009