Summary of METROCORP BANCSHARES INC

Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2008, MetroCorp Bancshares, Inc. (the "Company"), upon the recommendation of the Compensation Committee of the Board of Directors, entered into a First Amendment to Employment Agreement with George M. Lee, the Executive Vice Chairman, President and Chief Executive Officer of the Company (the "Amendment"). The Amendment amends the Employment Agreement dated January 26, 2007 between the Company and Mr. Lee (the "Agreement").

The Amendment implements certain changes to the Agreement that are required to be made by year end 2008 to ensure continuing compliance with the executive deferred compensation rules of the Internal Revenue Service under Section 409A of the Internal Revenue Code and the final regulations thereunder. The Amendment primarily provides for changes related to timing of payments upon termination of employment. Additionally, in accordance with the requirements related to the Company's participation in the Troubled Asset Relief Program Capital Purchase Program of the United States Department of the Treasury (the "CPP"), the Amendment provides that any payments to Mr. Lee shall be limited to the extent required under Section 111(b) of the Emergency Economic Stabilization Act of 2008, as implemented by guidance or regulation thereunder that has been issued and is in effect as of the closing date of the Company's participation in the CPP.

The Amendment does not increase or otherwise change the amount of payments or other benefits that Mr. Lee may be entitled to receive under the Agreement. This summary of the material terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information concerning executive compensation set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K:

Exhibit
Number       Description of Exhibit

10.1         First Amendment to Employment Agreement dated December 31, 2008 by and
             between MetroCorp Bancshares, Inc. and George M. Lee.