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Exhibit 2.1
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN
OF REORGANIZATION
This
Amendment No. 2 (this “Amendment”) is entered into
as of this 29th day of May, 2008 by and between First
Guaranty Bancshares, Inc., a Louisiana corporation
(“First Guaranty”), and First Community Holding
Company, a Louisiana corporation (the
“Seller”).
WHEREAS , First Guaranty and the Seller have executed and
delivered that certain Agreement and Plan of Reorganization, dated
November 2, 2007 and amended on March 27, 2008 (the
“Reorganization Agreement”), which Reorganization
Agreement is still in full force and effect; and
WHEREAS , the Reorganization Agreement currently provides
that if the transactions contemplated by the Reorganization
Agreement are not consummated on or before May 31, 2008, either
party may terminate the Reorganization Agreement without penalty if
such terminating party is not in breach of the Reorganization
Agreement; and
WHEREAS , because all necessary regulatory approvals have
not been obtained, First Guaranty and the Seller may be unable to
consummate the transactions contemplated by the Reorganization
Agreement by May 31, 2008; and
WHEREAS , First Guaranty and the Seller desire to amend the
Reorganization Agreement to extend the time by which the
transactions contemplated by the Reorganization Agreement must be
consummated.
NOW, THEREFORE , in consideration of the premises and the
mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
Definitions; Rules of Usage . For purposes of this
Amendment, capitalized terms used herein and not otherwise defined
herein shall have the meanings
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