EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

      EMPLOYMENT  AGREEMENT,  dated  this 30th day of  December,  2002,  between
Minden Building and Loan Association (the "Association") and A. David Evans (the
"Executive") (the "Agreement").

                                   WITNESSETH

      WHEREAS,  the  Executive is presently an officer of Minden  Bancorp,  Inc.
(the "Corporation") and the Association (together, the "Employers");

      WHEREAS,  the Association  desires to be ensured of the Executive's active
participation in the business of the Employers;

      WHEREAS, the Association has reorganized (the  "Reorganization")  into the
mutual holding  company form whereby the Association has become the wholly owned
subsidiary of the  Corporation  which is a majority  owned  subsidiary of Minden
Mutual Holding Company (the "MHC"); and

      WHEREAS,  in order to induce the  Executive  to serve in the employ of the
Employers  and in  consideration  of the  Executive's  agreeing  to serve in the
employ of the Employers,  the parties  desire to specify the severance  benefits
which  shall be due the  Executive  by the  Association  in the  event  that his
employment with the Association is terminated under specified circumstances;

      NOW THEREFORE, in consideration of the mutual agreements herein contained,
and upon the other terms and conditions hereinafter provided, the parties 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 this  Agreement  shall  be  deemed  to mean  the  highest  level of
aggregate base salary and cash incentive  compensation  paid to the Executive by
the Employers or any  subsidiary  thereof  during the calendar year in which the
Date of Termination  occurs (determined on an annualized basis) or either of the
two calendar years immediately  preceding the calendar 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  of the  Corporation.  "Change  in  Control of the
Corporation"  shall  mean  the  occurrence  of  any of the  following:  (i)  the
acquisition  of control  of the  Corporation  as defined in 12 C.F.R.  ss.574.4,
unless  a  presumption  of  control  is  successfully  rebutted  or  unless  the
transaction is exempted by 12 C.F.R. ss.574.3(c)(vii),  or any successor to such
sections;  (ii) an event that would be  required  to be  reported in response to
Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to
the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act"),  or any
successor thereto,  whether or not any class of securities of the Corporation is
registered


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<PAGE>

under the  Exchange  Act;  (iii) any  "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange  Act) is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the  Corporation  representing  25% or more of the combined voting
power of the  Corporation's  then  outstanding  securities;  or (iv)  during any
period of three  consecutive  years,  individuals  who at the  beginning of such
period  constitute the Board of Directors of the  Corporation or the Association
cease for any  reason to  constitute  at least a  majority  thereof  unless  the
election,  or the nomination for election by stockholders,  of each new director
was approved by a vote of at least  two-thirds  of the  directors  then still in
office who were  directors at the  beginning of the period;  provided,  however,
that no Change in Control of the Corporation  will be deemed to have occurred in
the event the MHC undertakes a mutual to stock conversion.

      (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 or for  Disability,  the date
specified in the Notice of Termination,  and (ii) if the Executive's  employment
is terminated for any other reason, the date on which a Notice of Termination is
given or as specified in such Notice.

      (g)  Disability.   Termination  by  the  Association  of  the  Executive's
employment based on "Disability" shall mean termination  because of any physical
or mental impairment which qualifies the Executive for disability benefits under
the  applicable  long-term  disability  plan  maintained by the Employers or any
subsidiary  or, if no such plan  applies,  which would qualify the Executive for
disability benefits under the Federal Social Security System.

      (h)  Good  Reason.   Termination  by  the  Executive  of  the  Executive's
employment for "Good Reason" shall mean termination by the Executive following a
Change in Control of the Corporation based on:

      (i)   Without  the  Executive's   express  written  consent,   a  material
            reduction by the Association in the  Executive's  Base Salary as the
            same may be  increased  from time to time or,  except to the  extent
            permitted  by Section  3(b)  hereof,  a reduction  in the package of
            fringe benefits provided to the Executive, taken as a whole;

      (ii)  The  principal  executive  office  of  either  of the  Employers  is
            relocated  outside of Webster  Parish,  Louisiana  or,  without  the
            Executive's express written consent, either of the Employers require
            the Executive to be based  anywhere  other than an area in which the
            Employers'  principal  executive  office  is  located,   except  for
            required   travel  on  business  of  the   Employers  to  an  extent
            substantially  consistent  with  the  Executive's  present  business
            travel obligations;

      (iii) Any  purported   termination  of  the  Executive's   employment  for
            Disability or Retirement which is not effected  pursuant to a Notice
            of Termination satisfying the requirements of paragraph (j) below;

      (iv)  The  failure  by the  Employers  to  obtain  the  assumption  of and
            agreement to perform this Agreement by any successor as contemplated
            in Section 10 hereof; or

      (v)   Without the  Executive's  express  written  consent,  the failure to
            elect or to re-elect or to appoint or to re-appoint the Executive to
            the  offices  of  President  and  Chief  Executive  Officer  of  the
            Association or a material  adverse change made by the Association in
            the


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<PAGE>

            Executive's  functions,  duties or responsibilities as President and
            Chief Executive Officer of the Association.

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

      (j) 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 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 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 Association's  termination of Executive's  employment for Cause,
which shall be effective immediately;  and (iv) is given in the manner specified
in Section 11 hereof.

      (k)  Retirement.  "Retirement"  shall mean  voluntary  termination  by the
Executive in accordance with the Employers' retirement policies, including early
retirement, generally applicable to their salaried employees.

      2. Term of Employment.

      (a) The  Association  hereby  employs the Executive as 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 term of this Agreement shall be a period of three years
commencing as of the date hereof (the "Commencement  Date"),  subject to earlier
termination  as  provided  herein.  Beginning  on the  day  which  is  one  year
subsequent to the Commencement Date, and on each annual anniversary  thereafter,
the  term of this  Agreement  shall  be  extended  for a  period  of one year in
addition to the  then-remaining  term,  provided that the  Association has given
notice to the  Executive  in writing at least  sixty (60) days prior to such day
that the term of the Agreement shall be extended  further.  Reference  herein to
the term of this  Agreement  shall  refer  to both  such  initial  term and such
extended  terms.  The Board of  Directors of the  Association  shall review on a
periodic basis (and no less frequently than annually)  whether to permit further
extensions of the term of this Agreement.  As part of such review,  the Board of
Directors  shall  consider  all  relevant  factors,  including  the  Executive's
performance hereunder,  and shall either expressly approve further extensions of
the time of this Agreement or decide to provide notice to the contrary.

      (b) During the term of this  Agreement,  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.

      3. Compensation and Benefits.

      (a)  The  Association  shall  compensate  and pay  the  Executive  for his
services  during the term of this Agreement at a minimum base salary of $124,000
per year  ("Base  Salary"),  which  may be  increased  from time to time in such
amounts as may be  determined by the Board of Directors of the  Association  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 Board
of Directors of the Association.


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<PAGE>

      (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,  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 Employers  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 Employers 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
Employers. 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 Board of Directors of the  Association.  The Executive  shall not be
entitled to receive any additional compensation from the Association 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
Board of Directors of the  Association.  During the term of this Agreement,  the
Employers  shall provide the Executive with an automobile for  Executive's  use,
which automobile shall be comparable to that which is currently  provided by the
Employer.

      (d)  In  the  event  the  Executive's  employment  is  terminated  due  to
Disability or Retirement, the Association shall provide continued life, medical,
dental  and  disability  coverage   substantially   identical  to  the  coverage
maintained  by  the  Employers  for  the  Executive  immediately  prior  to  his
termination. Such coverage shall cease upon the expiration of the remaining term
of this Agreement.

      4. Expenses.  The  Association  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 Association, including,
but not by way of limitation,  automobile expenses and other traveling expenses,
and all reasonable  entertainment  expenses (whether incurred at the Executive's
residence,   while   traveling  or  otherwise),   subject  to  such   reasonable
documentation  and  other  limitations  as may be  established  by the  Board of
Directors of the Association. If such expenses are paid in the first instance by
the Executive, the Association shall reimburse the Executive therefor.

      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, except as provided for in Section 3(d) hereof.


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      (d) In the event that (i) the Executive's  employment is terminated by the
Association  for other than Cause,  Disability,  Retirement  or the  Executive's
death or (ii) such  employment  is terminated by the Executive due to a material
breach of this  Agreement  by the  Association,  which breach has not been cured
within twenty (20) days after a written notice of non-compliance  has been given
by the Executive to the Association,  then the Association shall, subject to the
provisions of Section 6 hereof, if applicable:

            (1) pay to the Executive,  in either  twenty-four (24) equal monthly
      installments  beginning with the first business day of the month following
      the Date of  Termination or in a lump sum within five business days of the
      Date of Termination (at the Executive's election), a cash severance amount
      equal to two (2) times the Executive's Annual Compensation; and

            (2) maintain  and provide for a period  ending at the earlier of (i)
      the expiration of the remaining term of employment  pursuant  hereto prior
      to the Notice 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  (2)), at no cost to the Executive,
      the  Executive's  continued  participation  in all group  insurance,  life
      insurance,  health and accident insurance,  disability insurance and other
      employee  benefit  plans,   programs  and  arrangements   offered  by  the
      Association in which the Executive was entitled to participate immediately
      prior  to  the  Date  of  Termination  (excluding  (x)  stock  option  and
      restricted  stock plans of the  Employers,  (y) bonuses and other items of
      cash compensation  included in Annual Compensation and (z) other benefits,
      or portions thereof,  included in Annual  Compensation),  provided that in
      the event  that the  Executive's  participation  in any plan,  program  or
      arrangement as provided in this subparagraph (2) 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.

      (e) In the event the Executive's  employment is terminated for Good Reason
      subsequent to a Change in Control of the Corporation, then the Association
      shall, subject to the provisions of Section 6 hereof, if applicable:

            (1) pay to the Executive,  in either  thirty-six  (36) equal monthly
      installments  beginning with the first business day of the month following
      the Date of  Termination or in a lump sum within five business days of the
      Date of Termination (at the Executive's election), a cash severance amount
      equal to three (3) times the Executive's Annual Compensation; and

            (2) maintain  and provide for a period  ending at the earlier of (i)
      the expiration of the remaining term of employment  pursuant  hereto prior
      to the Notice 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  (2)), at no cost to the Executive,
      the  Executive's  continued  participation  in all group  insurance,  life
      insurance,  health and accident insurance,  disability insurance and other
      employee  benefit  plans,   programs  and  arrangements   offered  by  the
      Association in which the Executive was entitled to participate immediately
      prior  to  the  Date  of  Termination  (excluding  (x)  stock  option  and
      restricted  stock plans of the  Employers,  (y) bonuses and other items of
      cash compensation  included in Annual Compensation and (z) other benefits,
      or portions thereof,  included in Annual  Compensation),  provided that in
      the event  that the  Executive's  participation  in any plan,  program  or
      arrangement as provided in this


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<PAGE>

      subparagraph (2) 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.

      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, the payments and benefits payable by the Association pursuant to Section 5
hereof  shall be reduced,  in the manner  determined  by the  Executive,  by the
amount,  if any,  which is the minimum  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.  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  counsel selected by
the Association's  independent  public  accountants and paid by the Association.
Such  counsel  shall  be  reasonably  acceptable  to  the  Association  and  the
Executive;  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
herein  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. Covenant Not to Compete.

            (a) Except as provided in section 7(b) hereof,  the Executive hereby
covenants and agrees that, in the event of his  termination  of employment  with
the  Association  for any  reason  prior to the  expiration  of the term of this
Agreement,  for a period of two years  following the date of his  termination of
employment with the  Association,  he shall not,  without the written consent of
the Association, become an officer, employee, consultant, director or trustee of
any  savings  bank,  savings  and loan  association,  savings  and loan  holding
company,  bank or bank holding company,  or any direct or indirect subsidiary or
affiliate of any such entity,  that entails working within  Bienville,  Bossier,
Caddo, Claiborne or Webster Parishes, Louisiana.

            (b) The Executive  shall not be subject to the provisions of Section
7(a) if (i) the Executive is terminated  by the  Association  for Cause and does
not receive any further compensation or benefits from the Association subsequent
to the applicable  Date of Termination or (ii) the  Executive's  employment with
the Association is terminated by the Association or the Executive  subsequent to
a change in control of the Corporation.

      8. 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.

      (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  Association  pursuant to employee  benefit
plans of the Association or otherwise.


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      9.  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  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

      10.  Assignability.  The  Association  may assign this  Agreement  and its
rights and obligations  hereunder in whole, but not in part, to any corporation,
Association  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,
Association  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.

      11.  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 Employers:      Board of Directors
                              Minden Building and Loan Association
                              415 Main Street
                              Minden, Louisiana 71055

       To the Executive:      A. David Evans
                              1307 East Todd
                              Minden, Louisiana 71055

      12.  Amendment;  Waiver.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by the  Executive  and such  officer or officers as may be
specifically  designated by the Board of Directors of the Association 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.

      13.  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.

      14.  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.

      15.  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.

      16. 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.


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      17.  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.

      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 Federal Deposit  Insurance Act (12 U.S.C.  ss.1828(k))
and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

      19. 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 Regulations  Applicable to All Savings Associations,  12 C.F.R.
ss.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 Employers' 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.   ss.ss.1818(e)(3)  and  1818(g)(1)),  the
Employers' 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 Employers may, in their 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.

      (b) If the Executive is removed from office and/or permanently  prohibited
from  participating in the conduct of the Employers'  affairs by an order issued
under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. ss.ss.1818(e)(4)
and  (g)(1)),  all  obligations  of the  Employers  under this  Agreement  shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
Executive and the Employers 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.  ss.1813(x)(1)),  all  obligations  under this  Agreement  shall
terminate as of the date of default,  but vested rights of the Executive and the
Employers 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.  ss.563.39(b)(5)  (except to the  extent  that it is  determined  that
continuation  of the Agreement  for the continued  operation of the Employers is
necessary):  (i) by the Director of the Office of Thrift Supervision ("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. ss.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.

      20. Payment of Costs and Legal Fees and Reinstatement of Benefits.  In the
event  any  dispute  or  controversy  arising  under or in  connection  with the
Executive's  termination  is  resolved  in favor of the  Executive,  whether  by
judgment,  arbitration  or  settlement,  the Executive  shall be entitled to the
payment  of (a) all legal fees  incurred  by the  Executive  in  resolving  such
dispute or controversy, and (2) any back-pay, including Base Salary, bonuses and
any other cash  compensation,  fringe benefits and any compensation and benefits
due to the Executive under this Agreement.


                                      -8-
<PAGE>

      21. Entire Agreement. This Agreement embodies the entire agreement between
the  Association and the Executive with respect to the matters agreed to herein.
Effective upon the Commencement  Date, any and all prior agreements  between the
Association  and the Executive  with respect to the matters agreed to herein are
hereby superseded and shall have no force or effect.


                                      -9-
<PAGE>

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

Attest:                                      MINDEN BUILDING AND LOAN
                                             ASSOCIATION

                                             By: /s/ Dr. F. Dare Lott, Jr.
----------------------------                     -------------------------------
                                                 Dr. F. Dare Lott, Jr., Director


                                             EXECUTIVE

                                             By: /s/ A. David Evans
                                                 -------------------------------
                                                 A. David Evans


                                      -10-