First Security (FSGI) 10-K/A 2003 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from  to

Commission File No. 333-59338

FIRST SECURITY GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	58-2461486
(State of Incorporation)	(I.R.S. Employer Identification No.)
817 Broad Street, Chattanooga, TN	37402
(Address of principal executive offices)	(Zip Code)

(423) 266-2000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Act:

None

Securities Registered Pursuant to Section 12 (g) of the Act:

Common Stock, $.0083 par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNoo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

As of March 5, 2004, the aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $96,848,670.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YesxNoo

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $.0083 par value:

10,585,659 shares outstanding as of March 5, 2004

EXPLANATORY NOTE

This Amendment on Form 10-K/A constitutes Amendment No. 1 to the registrant's Annual Report on Form 10-K for the period ended December 31, 2003, which was filed with the SEC on March 15, 2003. The purpose of this Amendment No. 1 is to file Exhibit 2.1 and Exhibit 23.1 under Part IV, Item 15. There are no other changes made by this Amendment No. 1.

PART IV

Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(3)       Exhibits Required by Item 601. The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(a) of Regulation S-K, as promulgated by the Securities and Exchange Commission):

Exhibit
Number	Description
2.1	Agreement and Plan of Merger by and between First Security Group, Inc., Dalton Whitfield Bank and Premier National Bank of Dalton (Incorporated by reference from Appendix A to First Security's Registration Statement on Form S-4/A filed February 6, 2003).
3.1	Articles of Incorporation of First Security (Incorporated by reference from Exhibit 3.1 to First Security's Registration Statement on Form S-1 dated April 20, 2001, File No. 333-59338 (the "Form S-1")).
3.2	Bylaws of First Security (Incorporated by reference from Exhibit 3.2 to the Form S-1).
10.1	First Security's Second Amended and Restated 1999 Long-Term Incentive Plan (Incorporated by reference from Exhibit 10.1 to the Form S-1).
10.2	First Security's 2002 Long-Term Incentive Plan. (Incorporated by reference from Appendix A to First Security’s Proxy Statement filed August 16, 2002).
10.3	Employment Agreement Dated as of May 16, 2003 by and between First Security Group, Inc. and Rodger B. Holley (Director and Executive Officer of First Security Group, Inc.). (Incorporated by reference from Exhibit 10.1 to the Company's 10-Q for quarter ended June 30, 2003).
10.4	Employment Agreement Dated as of May 16, 2003 by and between First Security Group, Inc. and Lloyd L. Montgomery, III (Director and Executive Officer of First Security Group, Inc.) (Incorporated by reference from Exhibit 10.2 to the Company's 10-Q for quarter ended June 30, 2003).
10.5	Employment Agreement Dated as of May 16, 2003 by and between First Security Group, Inc. and William L. Lusk, Jr. (Executive Officer of First Security Group, Inc.) (Incorporated by reference from Exhibit 10.3 to the Company's 10-Q for quarter ended June 30, 2003).
10.6	Severance and Change in Control Agreement Dated as of May 16, 2003 by and between First Security Group, Inc., FSGBank, NA (formerly Frontier Bank) and Larry R. Belk (Director of First Security Group, Inc.) (Incorporated by reference from Exhibit 10.4 to the Company's 10-Q for quarter ended June 30, 2003).
10.7	2003 Incentive Compensation Plan (Incorporated by reference from Exhibit 10.5 to the Company's 10-Q for quarter ended June 30, 2003).
21.1	Subsidiaries of the Registrant (Incorporated by reference from Exhibit 21.1 to the Company's 10-K for year ended December 31, 2003).

Exhibit
Number	Description
23.1	Consent of Joseph Decosimo and Company, LLP
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934.
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.
32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1954, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST SECURITY GROUP, INC.
BY:		/s/  Rodger B. Holley
	Rodger B. Holley
	President and Chief Executive Officer
DATE:  May 26, 2004