Unassociated Document


    
      

    

    Exhibit
10.5

    


      [Form
of Agreement]


      FIRST
LOUISIANA BANK

      EMPLOYMENT
AGREEMENT

      


      


      This EMPLOYMENT AGREEMENT (this
“Agreement”), is made and entered into as of the _____ day of ________ __, 200_,
between First Louisiana Bank (the “Association”), a federally chartered savings
and loan association which is the wholly owned subsidiary of First Louisiana
Bancshares, Inc. (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  the
President and Chief Executive Officer of the Association;

      


      WHEREAS,
as a result of the Merger, Executive is also becoming employed as the President
and Chief Operating Officer of the Corporation, a Louisiana 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 Association 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 Association on the terms and conditions hereinafter set forth;
and

      


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

      


      NOW THEREFORE, in consideration of the
mutual agreements herein contained, and upon the other terms and conditions
hereinafter provided, the Association 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.

      


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

      


      (i)           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.

      


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

      


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


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (i)           any
material breach of this Agreement by the Association, 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 prescribed in Section 2, or (C) any requirement
that the Executive report to a corporate officer or employee of the Association
instead of reporting directly to the Board of Directors of the Association (the
“Association 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 Association within ninety
(90) days of the initial existence of the condition, describing the existence of
such condition, and the Association shall thereafter have the right to remedy
the condition within thirty (30) days of the date the Association received the
written notice from the Executive.  If the Association remedies the
condition within such thirty (30) cure period, then no Good Reason shall be
deemed to exist with respect to such condition.

      


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

      


      (l)           Notice of
Termination.  Any purported termination of the Executive’s
employment by the Association 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 effective
immediately if the Association terminates the Executive’s employment for Cause,
and (iv) is given in the manner specified in Section 10 hereof.

      


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

      


      2.           Term
of Employment and Duties.

      


      (a)           The
Association hereby employs the Executive as the President and Chief Executive
Officer and the Executive hereby accepts said employment and agrees to render
such services to the Association 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
Association 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 Association, 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 Association 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
Association 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 Association Board
determines not to extend the Employment Period, it shall provide written notice
to the Executive as set forth above.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (c)           Nothing
in this Agreement shall be deemed to prohibit the Association 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 Association 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
Association 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 Bank and shall report directly to the Board of
Directors.  In addition, the Executive shall perform such executive
services for the Association as may be consistent with his titles and from time
to time assigned to him by the Association’s Board of Directors.

      


      (e)           During
the term of this Agreement, the Association Board shall nominate the Executive
to be a director of the Association when his term expires and recommend his
election to the sole stockholder of the Association, subject to the fiduciary
duties of the Association Board.

      


      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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (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 Association
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
Association 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 Association.  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.

      


      (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 both of the Stock Benefit
Plans.  Assuming that the Stock Benefit Plans receive the requisite
stockholder approval, it is expected that 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.  No provision contained in this Agreement shall require the
Association to pay any portion of the Executive’s compensation, benefits,
severance and expenses required to be paid by the Corporation pursuant to this
Agreement or the agreement of even date being entered into between the
Corporation and the Executive.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      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
Association 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 Association
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 Association 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 Association
shall, subject to the provisions of Section 6 hereof, if
applicable,

      


      (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 Association,

      


      (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 Association 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,


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (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 Association 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 Association as of the Date of Termination, and

      


      (D)          any
insurance premiums payable by the Association 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 Association, 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 Association in any taxable year shall not affect the amount of
insurance premiums required to be paid by the Association in any other taxable
year.

      


      6.           Limitation of Benefits under Certain
Circumstances.  If 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 Association, would
constitute a “parachute payment” under Section 280G of the Code, then the
payments and benefits payable by the Association pursuant to Section 5 hereof
shall be reduced by the minimum amount necessary to result in no portion of the
payments and benefits payable by the Association under Section 5 being
non-deductible to the Association pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code.  In
no event shall the payments and benefits payable under Section 5 exceed three
times the Executive’s average taxable income from the Association for the five
calendar years preceding the year in which the Date of Termination occurs, with
any benefits to be provided subsequent to the Date of Termination to be
discounted to present value in accordance with Section 280G of the
Code.  If the payments and benefits under Section 5 are required to be
reduced, the cash severance shall be reduced first, followed by a reduction in
the fringe benefits.  The determination of any reduction in the
payments and benefits to be made pursuant to Section 5 shall be based upon the
opinion of independent tax counsel selected by the Association and paid by the
Association.  Such counsel shall promptly prepare the foregoing
opinion, but in no event later than thirty (30) days from the Date of
Termination, and may use such actuaries as such counsel deems necessary or
advisable for the purpose.  Nothing contained in this Section 6 shall
result in a reduction of any payments or benefits to which the Executive may be
entitled upon termination of employment under any circumstances other than as
specified in this Section 6, or a reduction in the payments and benefits
specified in Section 5 below zero.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      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 Association hereunder to the Executive shall
be subject to the withholding of such amounts, if any, relating to tax and other
payroll deductions as the Association shall determine are required to be
withheld pursuant to any applicable law or regulation.

      


      9.           Assignability.  The
Association 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 Association may hereafter merge or consolidate or to which the
Association 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 Association 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

      621
Market Street

      Shreveport,
Louisiana  71101

      


      
        	  	
                To
      the Corporation:

              	
                Secretary

              


      

      First
Louisiana Bancshares, Inc.

      621
Market Street

      Shreveport,
Louisiana  71101

      


      
        	  	
                To
      the Executive:

              	
                Ron
      C. Boudreaux

              


      

      At the
address last appearing on

      the
personnel records of the Employers


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      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 Association Board 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 Association 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.

      


      13.         Nature of
Obligations.  Nothing contained herein shall create or require
the Association 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 Association hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Association.

      


      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
Actions.  The following provisions shall be applicable to the
parties to the extent that they are required to be included in employment
agreements between a savings association and its employees pursuant to Section
563.39(b) of the Office of Thrift Supervision (“OTS”) Rules and Regulations, 12
C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the
event of a conflict with any other provision of this Agreement, including
without limitation Section 5 hereof.

      


      (a)          If
the Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Association’s affairs pursuant to notice
served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance
Act (“FDIA”)(12 U.S.C. §§1818(e)(3) and 1818(g)(1)), the Association’s
obligations under this Agreement shall be suspended as of the date of service,
unless stayed by appropriate proceedings.  If the charges in the
notice are dismissed, the Association may, in its discretion:  (i) pay
the Executive all or part of the compensation withheld while its obligations
under this Agreement were suspended, and (ii) reinstate (in whole or in part)
any of its obligations which were suspended.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (b)          If
the Executive is removed from office and/or permanently prohibited from
participating in the conduct of the Association’s affairs by an order issued
under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and
(g)(1)), all obligations of the Association under this Agreement shall terminate
as of the effective date of the order, but vested rights of the Executive and
the Association as of the date of termination shall not be
affected.

      


      (c)          If
the Association is in default, as defined in Section 3(x)(1) of the FDIA (12
U.S.C. §1813(x)(1)), all obligations under this Agreement shall terminate as of
the date of default, but vested rights of the Executive and the Association as
of the date of termination shall not be affected.

      


      (d)          All
obligations under this Agreement shall be terminated pursuant to 12 C.F.R.
§563.39(b)(5), except to the extent that it is determined that continuation of
the Agreement for the continued operation of the Association is necessary: (i)
by the Director of the OTS, or his/her designee, at the time the Federal Deposit
Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to
or on behalf of the Association under the authority contained in Section 13(c)
of the FDIA (12 U.S.C. §1823(c)); or (ii) by the Director of the OTS, or his/her
designee, at the time the Director or his/her designee approves a supervisory
merger to resolve problems related to operation of the Association or when the
Association is determined by the Director of the OTS to be in an unsafe or
unsound condition, but vested rights of the Executive and the Employers as of
the date of termination shall not be affected.

      


      18.         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.

      


      19.         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.

      


      20.         Entire
Agreement.  This Agreement embodies the entire agreement
between the Bank 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 Corporation and the
Executive.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


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

      


      
        	
                Attest:

              	 
      	
                FIRST
      LOUISIANA BANK

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	
                DeNell
      W. Mitchell

              	 
      	 
      	
                Scott
      D. Lawrence

              
	
                Corporate
      Secretary

              	 
      	 
      	
                Chairman
      of the Audit Committee

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Ron
      C. Boudreaux

              


      

      


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