ex10_6.htm


    
      

    

    Exhibit
10.6

    


    [Form
of Agreement]

     

    


    FIRST
LOUISIANA BANCSHARES, INC.

    EMPLOYMENT
AGREEMENT

    


    


    This
EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the
_____ day of _______________ 200_, between First Louisiana Bancshares, Inc., a
Louisiana corporation (the “Corporation”), and Ron C. Boudreaux (the
“Executive”).

    


    WITNESSETH:

    


    WHEREAS,
as a result of the Merger, as hereinafter defined, the Executive is becoming
employed as President and Chief Operating Officer of the
Corporation;

    


    WHEREAS,
as a result of the Merger, Executive is also becoming employed as President and
Chief Executive Officer of First Louisiana Bank, a federally chartered savings
association (the “Association”) and the wholly owned subsidiary of the
Corporation (the Corporation and the Association are referred to together herein
as the “Employers”);

    


    WHEREAS,
the Executive was previously employed as the President and Chief Executive
Officer of First Louisiana Bank, a Louisiana-chartered bank ("First Louisiana")
and its parent holding company First Louisiana Bancshares, Inc., a Louisiana
corporation ("Bancshares") which merged with and into the Corporation (the
“Merger”) in accordance with terms of the Agreement and Plan of Merger dated as
December 11, 2007 by and among Home Federal Bancorp, Inc. of Louisiana, Home
Federal Mutual Holding Company of Louisiana and Bancshares, pursuant to an
amended and restated employment agreement between First Louisiana, Bancshares
and the Executive entered into as of June 13, 2006 (the "First Louisiana
Employment Agreement") and as subsequently further amended as of December 11,
2007 (the "First Amendment");

    


    WHEREAS,
the Corporation desires to assure itself of the continued availability of the
Executive’s services as provided in this Agreement;

    


    WHEREAS,
the Executive is willing to serve the Corporation on the terms and conditions
hereinafter set forth; and

    


    WHEREAS,
the Executive is concurrently entering into a separate employment agreement with
the Association.

    


    NOW
THEREFORE, in consideration of the mutual agreements herein contained, and upon
the other terms and conditions hereinafter provided, the Corporation and the
Executive hereby agree as follows:

    


    1.           Definitions.  The
following words and terms shall have the meanings set forth below for the
purposes of this Agreement:

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (a)           Annual
Compensation.  The Executive’s “Annual Compensation” for
purposes of determining severance payable under this Agreement shall be deemed
to mean the sum of (i) the annual rate of Base Salary as of the Date of
Termination, and (ii) the cash bonus, if any, earned by the Executive for the
calendar year immediately preceding the year in which the Date of Termination
occurs.

    


    (b)           Base Salary.  “Base
Salary” shall have the meaning set forth in Section 3(a) hereof.

    


    (c)           Cause. Termination of the
Executive’s employment for “Cause” shall mean termination because of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order or material breach of any provision of
this Agreement.

    


    (d)          Change in
Control.  “Change in Control” shall mean a change in the
ownership of the Corporation or the Association, a change in the effective
control of the Corporation or the Association or a change in the ownership of a
substantial portion of the assets of the Corporation or the Association, in each
case as provided under Section 409A of the Code and the regulations
thereunder.

    


    (e)          Code.  “Code” shall
mean the Internal Revenue Code of 1986, as amended.

    


    (f)           Date of
Termination.  “Date of Termination” shall mean (i) if the
Executive’s employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if the Executive’s employment is terminated for
any other reason, the date specified in such Notice of Termination.

    


    (g)           Disability.  “Disability”
shall mean the Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Employers.

    


    (h)           Effective Date.  The
Effective Date of this Agreement shall mean ______ __, 200_.

    


    (i)           
ERISA.  “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

    


    (j)           
Good
Reason.  “Good Reason” means the occurrence of any of the
following conditions:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (i)           any
material breach of this Agreement by the Corporation, including without
limitation any of the following: (A) a material diminution in the Executive’s
base compensation, (B) a material diminution in the Executive’s authority,
duties or responsibilities as described in Section 2, or (C) any requirement
that the Executive report to a corporate officer or employee of the Corporation
instead of reporting directly to the Board of Directors of the Corporation (the
“Corporation Board”), or

    


    (ii)           any
material change in the geographic location at which the Executive must perform
his services under this Agreement;

    


    provided,
however, that prior to any termination of employment for Good Reason, the
Executive must first provide written notice to the Corporation within ninety
(90) days of the initial existence of the condition, describing the existence of
such condition, and the Corporation shall thereafter have the right to remedy
the condition within thirty (30) days of the date the Corporation received the
written notice from the Executive.  If the Corporation remedies the
condition within such thirty (30) day cure period, then no Good Reason shall be
deemed to exist with respect to such condition.  If the Employers
remedy the condition within such thirty (30) day cure period, then no Good
Reason shall be deemed to exist with respect to such condition.  If
the Employers do not remedy the condition within such thirty (30) day cure
period, then the Executive may deliver a Notice of Termination for Good Reason
at any time within sixty (60) days following the expiration of such cure
period.

    


    (k)           IRS.  IRS shall mean
the Internal Revenue Service.

    


    (l)           
Notice of
Termination.  Any purported termination of the Executive’s
employment by the Corporation for any reason, including without limitation for
Cause, Disability or Retirement, or by the Executive for any reason, including
without limitation for Good Reason, shall be communicated by a written “Notice
of Termination” to the other party hereto.  For purposes of this
Agreement, a “Notice of Termination” shall mean a dated notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated, (iii) specifies a Date of Termination, which shall be not less than
thirty (30) nor more than ninety (90) days after such Notice of Termination is
given, except in the case of the Corporation’s termination of the Executive’s
employment for Cause, which shall be effective immediately, and (iv) is given in
the manner specified in Section 10 hereof.

    


    (m)          Retirement.  “Retirement”
shall mean a voluntary termination by the Executive which constitutes a
retirement, including early retirement, under the Association’s 401(k)
plan.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    2.           Term
of Employment and Duties.

    


    (a)           The
Corporation hereby employs the Executive as President and Chief Operating
Officer and the Executive hereby accepts said employment and agrees to render
such services to the Corporation on the terms and conditions set forth in this
Agreement.  The terms and conditions of this Agreement shall be and
remain in effect during the period of three years beginning on the Effective
Date of this Agreement and ending on the third anniversary of the Effective
Date, plus such extensions, if any, as are provided pursuant to Section 2(b)
hereof (the “Employment Period”).

    


    (b)           Except
as provided in Section 2(c), and subject to the requirement below that the
Corporation Board determine at least annually that continued extensions are
appropriate, beginning on the Effective Date, on each day during the Employment
Period, the Employment Period shall automatically be extended for one additional
day, unless either the Corporation, on the one hand, or the Executive, on the
other hand, elects not to extend the Agreement further by giving written notice
thereof to the other party, in which case the Employment Period shall end on the
third anniversary of the date on which such written notice is
given.  At least annually, the Corporation Board shall consider and
review (with appropriate corporate documentation thereof, and taking into
account all relevant factors) the Executive’s performance hereunder and whether
the Employment Period shall continue to be extended.  If the
Corporation Board determines at least annually that continued extensions of the
Employment Period are appropriate, then the Employment Period shall continue to
extend each day as set forth above.  If the Corporation Board
determines not to extend the Employment Period, it shall provide written notice
to the Executive as set forth above.  Upon termination of the
Executive’s employment with the Corporation for any reason whatsoever, any daily
extensions provided pursuant to this Section 2(b), if not theretofore
discontinued, shall automatically cease.

    


    (c)           Nothing
in this Agreement shall be deemed to prohibit the Corporation at any time from
terminating the Executive’s employment during the Employment Period for any
reason, provided that the relative rights and obligations of the Corporation and
the Executive in the event of any such termination shall be determined under
this Agreement.

    


    (d)           During
the term of this Agreement, the Executive shall manage the operations of the
Corporation and oversee the officers that report to him.  The
Executive shall also oversee the implementation of the policies adopted by the
Board of Directors of the Corporation and shall report directly to the Board of
Directors.  In addition, the Executive shall perform such executive
services for the Corporation as may be consistent with his titles and from time
to time assigned to him by the Corporation’s Board of Directors.

    


    (e)           During
the term of this Agreement, the Corporation Board shall nominate the Executive
to be a director of the Corporation when his term expires and recommend his
election to the stockholders of the Corporation, subject to the fiduciary duties
of the Corporation Board.  In addition, the Corporation agrees to
approve the Executive’s election as a director of the Association throughout the
term of this Agreement.

    


    
      
        
           


        

        
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    3.           Compensation
and Benefits.

    


    (a)           The
Employers shall compensate and pay the Executive for his services during the
term of this Agreement at a minimum base salary of $172,500 per year (“Base
Salary”), which may be increased from time to time in such amounts as may be
mutually determined by the Boards of Directors of the Employers and may not be
decreased without the Executive’s express written consent.  In
addition to his Base Salary, the Executive shall be entitled to receive during
the term of this Agreement such bonus payments as may be determined by the
Boards of Directors of the Employers. It is the intent of the Boards of
Directors of the Employers to implement a short-term cash incentive plan in
which the Executive will be a participant (the “Incentive Plan”).  It
is expected that the Incentive Plan will operate at least during the period
between the Effective Date and the quarter in which the Stock Benefit Plans (as
hereinafter defined) are implemented and will provide for the payment of bonuses
in amounts substantially consistent with the Employers’ historical level of
discretionary bonuses to employees.

    


    (b)           During
the term of this Agreement, the Executive shall be entitled to participate in
and receive the benefits of any pension or other retirement benefit plan, profit
sharing, stock option, restricted stock, employee stock ownership, or other
plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Boards of Directors of the Employers.  The Corporation
shall not make any changes in such plans, benefits or privileges which would
adversely affect the Executive’s rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executive officers of the
Corporation and does not result in a proportionately greater adverse change in
the rights of or benefits to the Executive as compared with any other executive
officer of the Corporation.  Nothing paid to the Executive under any
plan or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of the salary payable to the Executive pursuant to Section
3(a) hereof.

    


    (c)           During
the term of this Agreement, the Executive shall be entitled to paid annual
vacation in accordance with the policies as established from time to time by the
Boards of Directors of the Employers.  The Executive shall not be
entitled to receive any additional compensation from the Employers for failure
to take a vacation, nor shall the Executive be able to accumulate unused
vacation time from one year to the next, except to the extent authorized by the
Boards of Directors of the Employers.

    


    (d)           During
the term of this Agreement, in keeping with past practices, the Employers shall
continue to provide the Executive with an automobile comparable to the one
currently provided to him. The Employers shall be responsible and shall pay for
all costs of insurance coverage, repairs, maintenance and other incidental
expenses, including license, fuel and oil.

    


    (e)           During
the term of this Agreement, the Employers shall provide to the Executive (i)
major medical insurance covering the Executive and his dependents in accordance
with the limits and policies established by the Employers and (ii) one or more
life insurance policies on the life of the Executive providing benefits of not
less than two times the Executive’s Base Salary.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (f)           The
Corporation expects to adopt and present to stockholders for their consideration
and approval a new stock option plan and a new management recognition and
retention plan (collectively, the “Stock Benefit Plans”).  The
Executive will be entitled to participate in the Stock Benefit
Plans.  Assuming that the Stock Benefit Plans receive the requisite
stockholder approval, the Board of Directors of the Corporation or a committee
thereof will, subject to its fiduciary duties, grant options and restricted
stock awards to the Executive covering 20% to 25% of the shares of common stock
of the Corporation reserved for issuance under the terms of each of the Stock
Benefit Plans.

    


    (g)          The
Executive’s compensation, benefits, severance and expenses shall be paid by the
Corporation and the Association in the same proportion as the time and services
actually expended by the Executive on behalf of each respective
Employer.

    


    4.           Expenses.  The
Employers shall reimburse the Executive or otherwise provide for or pay for all
reasonable expenses incurred by the Executive in furtherance of or in connection
with the business of the Employers, including, but not by way of limitation,
automobile expenses described in Section 3(d) hereof, and traveling expenses,
and all reasonable entertainment expenses (whether incurred at the Executive’s
residence, while traveling or otherwise), subject to such reasonable
documentation and policies as may be established by the Boards of Directors of
the Employers.  If such expenses are paid in the first instance by the
Executive, the Employers shall reimburse the Executive therefor.  Such
reimbursement shall be paid promptly by the Employers and in any event no later
than March 15 of the year immediately following the year in which such expenses
were incurred.

    


    5.           Termination.

    


    (a)           The
Corporation shall have the right, at any time upon prior Notice of Termination,
to terminate the Executive’s employment hereunder for any reason, including
without limitation termination for Cause, Disability or Retirement, and the
Executive shall have the right, upon prior Notice of Termination, to terminate
his employment hereunder for any reason.

    


    (b)           In
the event that (i) the Executive’s employment is terminated by the Corporation
for Cause or (ii) the Executive terminates his employment hereunder other than
for Disability, Retirement, death or Good Reason, the Executive shall have no
right pursuant to this Agreement to compensation or other benefits for any
period after the applicable Date of Termination.

    


    (c)           In
the event that the Executive’s employment is terminated as a result of
Disability, Retirement or the Executive’s death during the term of this
Agreement, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination.

    


    (d)           In
the event that (i) a Change in Control of the Corporation or the Association
occurs, (ii) the Executive’s employment is terminated by the Corporation for
other than Cause, Disability, Retirement or the Executive’s death or (iii) such
employment is terminated by the Executive for Good Reason, then the Corporation
shall:

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (A)           pay
to the Executive, in a lump sum as of the Date of Termination, a cash severance
amount equal to three (3) times that portion of the Executive’s Annual
Compensation paid by the Corporation,

    


    (B)           maintain
and provide for a period ending at the earlier of (i) thirty-six (36) months
after the Date of Termination or (ii) the date of the Executive’s full-time
employment by another employer (provided that the Executive is entitled under
the terms of such employment to benefits substantially similar to those
described in this subparagraph (B)), at no cost to the Executive, the
Executive’s continued participation in all group insurance, life insurance,
health and accident, disability insurance offered by the Corporation in which
the Executive was entitled to participate immediately prior to the Date of
Termination (other than the continuation of any vacation time, sick leave or
similar leave), subject to subparagraphs (C) and (D) below,

    


    (C)           in
the event that the Executive’s participation in any plan, program or arrangement
as provided in subparagraph (B) of this Section 5(d) is barred, or during such
period any such plan, program or arrangement is discontinued or the benefits
thereunder are materially reduced, the Corporation shall arrange to provide the
Executive with benefits substantially similar to those which the Executive was
entitled to receive under such plans, programs and arrangements immediately
prior to the Date of Termination or, if such coverage cannot be obtained, pay a
lump sum cash equivalency amount within thirty (30) days following the Date of
Termination based on the annualized rate of premiums being paid by the
Corporation as of the Date of Termination, and

    


    (D)           any
insurance premiums payable by the Corporation pursuant to Section 5(d)(B) or (C)
shall be payable at such times and in such amounts as if the Executive was still
an employee of the Corporation, subject to any increases in such amounts imposed
by the insurance company or COBRA, and the amount of insurance premiums required
to be paid by the Corporation in any taxable year shall not affect the amount of
insurance premiums required to be paid by the Corporation in any other taxable
year.

    


    6.           Payment
of Additional Benefits under Certain Circumstances.

    


    (a)           If
(i) the payments and benefits pursuant to Section 5 hereof, either alone or
together with other payments and benefits which the Executive has the right to
receive from the Employers (including, without limitation, the payments and
benefits which the Executive would have the right to receive from the
Association pursuant to Section 5 of the Agreement between the Association and
the Executive dated as of the date hereof (“Association Agreement”), before
giving effect to any reduction in such amounts pursuant to Section 6 of the
Association Agreement), would constitute a “parachute payment” as defined in
Section 280G(b)(2) of the Code (the “Initial Parachute Payment,” which includes
the amounts paid pursuant to clause (A) below), and (ii) the Initial Parachute
Payment either equals three times the Executive’s Base Amount or exceed three
times the Executive’s Base Amount but by an amount less than 5% of three times
the Executive’s Base Amount, then the Initial Parachute Payment shall be reduced
by the least amount necessary to bring the present value of the payments and
benefits below three times the Executive’s Base Amount, with the cash severance
to be reduced first.  As used in this Agreement, “Base Amount” shall
have the meaning set forth in Section 280G(b)(3) of the Code.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)           If
the Initial Parachute Payment exceeds 105% of three times the Executive’s Base
Amount, then the Corporation shall pay to the Executive, in a lump sum within
five business days after the Date of Termination, a lump sum cash amount equal
to the sum of the following:

    


    (A)           the
amount by which the payments and benefits that would have otherwise been paid by
the Association to the Executive pursuant to Section 5 of the Association
Agreement are reduced by the provisions of Section 6 of the Association
Agreement;

    


    (B)           twenty
(20) percent (or such other percentage equal to the tax rate imposed by Section
4999 of the Code) of the amount by which the Initial Parachute Payment exceeds
the Executive’s “base amount” from the Employers, as defined in Section
280G(b)(3) of the Code, with the difference between the Initial Parachute
Payment and the Executive’s base amount being hereinafter referred to as the
“Initial Excess Parachute Payment”; and

    


    (C)           such
additional amount (tax allowance) as may be necessary to compensate the
Executive for the payment by the Executive of state, local and federal income
and excise taxes on the payment provided under clause (B) above and on any
payments under this clause (C).  In computing such tax allowance, the
payment to be made under clause (B) above shall be multiplied by the “gross up
percentage” (“GUP”).  The GUP shall be determined as
follows:

    


    
      	
               
      

            	
              GUP
      =

            	
              Tax
      Rate

            


    

    1-Tax
Rate

    


    The Tax
Rate for purposes of computing the GUP shall be the highest marginal federal,
state and local income and employment-related tax rate (including Social
Security and Medicare taxes), including any applicable excise tax rate,
applicable to the Executive in the year in which the payment under clause (B)
above is made, and shall also reflect the phase-out of deductions and the
ability to deduct certain of such taxes.

    


    (c)           Notwithstanding
the foregoing, if it shall subsequently be determined in a final judicial
determination or a final administrative settlement to which the Executive is a
party that the actual excess parachute payment as defined in Section 280G(b)(1)
of the Code is different from the Initial Excess Parachute Payment (such
different amount being hereafter referred to as the “Determinative Excess
Parachute Payment”), then the Corporation’s independent tax counsel shall
determine the amount (the “Adjustment Amount”) which either the Executive must
pay to the Corporation or the Corporation must pay to the Executive in order to
put the Executive (or the Corporation, as the case may be) in the same position
the Executive (or the Corporation, as the case may be) would have been if the
Initial Excess Parachute Payment had been equal to the Determinative Excess
Parachute Payment.  In determining the Adjustment Amount, the
independent tax counsel shall take into account any and all taxes (including any
penalties and interest) paid by or for the Executive or refunded to the
Executive or for the Executive’s benefit.  As soon as practicable
after the Adjustment Amount has been so determined, and in no event more than
thirty (30) days after the Adjustment Amount has been determined, the
Corporation shall pay the Adjustment Amount to the Executive or the Executive
shall repay the Adjustment Amount to the Corporation, as the case may
be.

    


    
      
        
           


        

        
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    (d)           In
each calendar year that the Executive receives payments of benefits that
constitute a parachute amount, the Executive shall report on his state and
federal income tax returns such information as is consistent with the
determination made by the independent tax counsel of the Corporation as
described above.  The Corporation shall indemnify and hold the
Executive harmless from any and all losses, costs and expenses (including
without limitation, reasonable attorneys’ fees, interest, fines and penalties)
which the Executive incurs as a result of so reporting such information, with
such indemnification to be paid by the Corporation to the Executive as soon as
practicable and in any event no later than March 15 of the year immediately
following the year in which the amount subject to indemnification was
determined.  The Executive shall promptly notify the Corporation in
writing whenever the Executive receives notice of the institution of a judicial
or administrative proceeding, formal or informal, in which the federal tax
treatment under Section 4999 of the Code of any amount paid or payable under
this Section 6 is being reviewed or is in dispute.  The Corporation
shall assume control at its expense over all legal and accounting matters
pertaining to such federal tax treatment (except to the extent necessary or
appropriate for the Executive to resolve any such proceeding with respect to any
matter unrelated to amounts paid or payable pursuant to this Section 6) and the
Executive shall cooperate fully with the Corporation in any such
proceeding.  The Executive shall not enter into any compromise or
settlement or otherwise prejudice any rights the Corporation may have in
connection therewith without the prior consent of the Corporation.

    


    (e)           If
the payments and benefits which the Executive would have the right to receive
from the Association pursuant to Section 5 of the Association Agreement are
reduced pursuant to Section 6 of the Association Agreement for reasons unrelated
to Section 280G of the Code, then the Corporation shall pay to the Executive, in
a lump sum within five business days after the Date of Termination, a cash
amount equal to the amount by which the payments and benefits that would have
otherwise been paid by the Association pursuant to Section 5 of the Association
Agreement are reduced by the provisions of Section 6 of the Association
Agreement.

    


    7.           Mitigation;
Exclusivity of Benefits.

    


    (a)           The
Executive shall not be required to mitigate the amount of any benefits hereunder
by seeking other employment or otherwise, nor shall the amount of any such
benefits be reduced by any compensation earned by the Executive as a result of
employment by another employer after the Date of Termination or otherwise,
except as set forth in Section 5(d)(B) above.

    


    (b)           The
specific arrangements referred to herein are not intended to exclude any other
benefits which may be available to the Executive upon a termination of
employment with the Employers pursuant to employee benefit plans of the
Employers or otherwise.

    


    8.           Withholding.  All
payments required to be made by the Corporation hereunder to the Executive shall
be subject to the withholding of such amounts, if any, relating to tax and other
payroll deductions as the Corporation shall determine are required to be
withheld pursuant to any applicable law or regulation.

    


    
      
        
           


        

        
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    9.           Assignability.  The
Corporation may assign this Agreement and its rights and obligations hereunder
in whole, but not in part, to any corporation, bank or other entity with or into
which the Corporation may hereafter merge or consolidate or to which the
Corporation may transfer all or substantially all of its assets, if in any such
case said corporation, bank or other entity shall by operation of law or
expressly in writing assume all obligations of the Corporation hereunder as
fully as if it had been originally made a party hereto, but may not otherwise
assign this Agreement or its rights and obligations hereunder.  The
Executive may not assign or transfer this Agreement or any rights or obligations
hereunder.

    


    10.         Notice.  For the
purposes of this Agreement, notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by certified or registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
below:

    


    
      	
            	
              To
      the Association:

            	
              Secretary

            


    

    First
Louisiana Bank

    624
Market Street

    Shreveport,
Louisiana  71101

    


    
      	
            	
              To
      the Corporation:

            	
              Secretary

            


    

    First
Louisiana Bancshares, Inc.

    624
Market Street

    Shreveport,
Louisiana  71101

    


    
      	
            	
              To
      the Executive:

            	
              Ron
      C. Boudreaux

            


    

    At the
address last appearing on

    the
personnel records of the Employers

    


    11.         Amendment;
Waiver.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the Corporation to sign on
its behalf.  No waiver by any party hereto at any time of any breach
by any other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  In addition, notwithstanding anything in this
Agreement to the contrary, the Corporation may amend in good faith any terms of
this Agreement, including retroactively, in order to comply with Section 409A of
the Code.

    


    12.         Governing Law.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the United States where applicable and otherwise by
the substantive laws of the State of Louisiana.

    


    
      
        
           


        

        
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    13.         Nature of
Obligations.  Nothing contained herein shall create or require
the Corporation to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Corporation hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Corporation.

    


    14.         Headings.  The
section headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.

    


    15.         Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.

    


    16.         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.

    


    17.         Regulatory
Prohibition.  Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part
359.

    


    18.         Changes in Statutes or Regulations.
If any statutory or regulation provision referenced herein is
subsequently changed or re-numbered, or is replaced by a separate provision,
then the references in this Agreement to such statutory or regulatory provision
shall be deemed to be a reference to such section as amended, re-numbered or
replaced.

    


    19.         Entire
Agreement.  This Agreement embodies the entire agreement
between the Corporation and the Executive with respect to the matters agreed to
herein and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof,
including the First Louisiana Employment Agreement and the First
Amendment.  By having this Agreement supersede the First Louisiana
Employment Agreement, which shall be terminated in connection with the Merger,
and the First Amendment, the Executive acknowledges and agrees that no payments
or benefits have been or will be made to the Executive pursuant to Sections 3
and 4 of the First Louisiana Employment Agreement as a result of the Merger or
in the event his employment is terminated on or after the Effective Date except
for the payment specifically provided for in paragraph 3 of the First Amendment
under the terms thereof in connection with the consummation of the
Merger.  Notwithstanding the foregoing, nothing contained in this
Agreement shall affect the agreement of even date being entered into between the
Association and the Executive.

    


    
      
        
           


        

        
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    IN WITNESS WHEREOF, this Agreement has
been executed as of the date first above written.

    


    
      	
              Attest:

            	 
      	
              FIRST LOUISIANA BANCSHARES,
      INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	
              DeNell
      W. Mitchell

            	 
      	 
      	
              Scott
      D. Lawrence

            
	
              Corporate
      Secretary

            	 
      	 
      	
              Chairman
      of the Audit Committee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              EXECUTIVE

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              Ron
      C. Boudreaux

            


    

    


     

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